THE STATE OF TEXAS

COUNTY OF DALLAS

FAiR PARK FACILITIES LEASE

THIS CONTRACT made and entered into this 22nd day of November, 2010, between the CITY OF DALLAS, a municipal corporation, of Dallas County, Texas, acting herein by and through its PARK AND RECREATION BOARD, hereinafter called Lessor, and Insomniac, Inc., whose address is 648 N. St. Andrews Place, Los Angeles, CA 90004, telephone number, (3233 874-7020, hereinafter called Lessee,
WITNESSETH: 1. Premises: Upon the terms, covenants, and conditions contained in this Contract, Lessor has granted to Lessee and Lessee has accepted from Lessor a right for Lessee to use and occupy the parking lot to the left and right of the Centennial Hall space in that portion of Fair Park, located in the City of Dallas, Dallas County, Texas, and described as:

AUTOMOBILE BUILDING/CENTENNIAL HALLIESPLANADEIMARINE CORPS SQUARE/EXPOSITION PLAZA

(hereinafter called the Premises), as noted in Exhibit A. Lessor will define and designate a meaningful location within Fair Park for any protest during Lessees event. The designated area will be configured so that Lessees event staff and patrons have reasonable, direct ingress and egress throughout Lessees occupancy of the Premises. Move In Move In EventDay EventDay Move Out June 13, 2011 June 14-17, 2011 June 18,2011 June 19,2011 June 20, 2011 Total Rent N/C $8,000.00 $15,000.00 $2,000.00 N/C S25.000.00

$2,000.00 per day

2. Use of Premises: (a) Lessee represents and covenants that the Premises are to be used for the purpose of Electric Daisy Carnival hereinafter sometimes called the Event, and for no other purpose without the written consent of Lessor for a base term of use commencing at 6:00 p.m. on the day of June 18, 2011 and concluding at 2:00 a.m. on the day of June 19, 2011 with the further right of access to, and a limited use on June 13-17, 2011 for the sole purpose of puffing in equipment, preparing the Premises and equipment for use. 3. Payment: As consideration hereof and as payment (Cashiers Check) of the right of use herein granted of the Premises, Lessee promises to pay Lessor the sum of $25,000.00 of which $12,500.00 will be paid upon Lessees execution of this contract and the remainder thereof is to be paid not less than 30 days (s) before the very earliest hour at which, under the terms hereof, Lessee is entitled to any right of access to or use of the Premises. Lessor shall execute this contract upon receipt of the rent for the entire term of the lease or initial rental payment, if applicable, plus the security deposit referred to below. Lessee further agrees to pay to Lessor on demand any and all sums which may be due Lessor for additional time usage, services accommodations or materials If the Event s canceled or the dvert sed t rta cc perf r ar st does r t ocr rr as sth u d if epo t s a be one ed a qu ate larnaqes. he Eecut. e enerat Maraqer f Fa 2 (Manage ark t hs r arceot n -ec s.h .ast jcoasn d nrma p wch shed be s h n,ur and c ryn abe shah e xred , c.j e ifar a ri ap ye e v as pr o icr f a s e se ty p
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trafflclpollce oflicers other labor as set forth m Section 10 herein and any other services or equipment provided by Lessor specifically for this event Lessee wI be provided with an itemized invoice reflecting all such costs. 4. Security Deposit: To secure Lessees promise to pay the cost of (a) repairing any damages done to the Premises, furnishings or equipment of Fair Park, (b), replacing any chairs, partitions, portions of the floor, etc., which have been moved, and (c) fees for any additional time, services, accommodations or matenals, including but not limited to catering fees, due and payable, Lessee will deposit with Lessor upon execution of the contract, the sum of $1,000.00 (Cashiers Check> out of which Lessor may deduct the cost of any such repair, etc., and the remainder of which will be returned to Lessee. The failure on the part of Lessor to acquire a cash deposit as security for any loss and damages to the Premises or furnishings, shall not affect the unconditional liability of Lessee to pay the same; nor shall Lessees liability be limited to the amount of cash deposit or bond required, if any. 5. Moneys Payable to Lessor: All sums of money which become payable to Lessor under this contract shall be payable without demand to the City of Dallas, and transmitted by US mail to the Fair Park Administration Office, overnight or hand deliver to the Fair Park Administration Office between the hours of 8:1 5AM and 5:1 5PM, Monday Friday, at 3809 Grand Avenue, Dallas, Texas 75210 in the City of Dallas, Dallas County, Texas. Lessee acknowledges the importance of making prompt payment of all sums of money due to Lessor and agrees to pay to Lessor interest on any late payments at an annual interest rate equal to the lesser of 18% or the maximum non-usurious interest rate permitted by law.

6. RequIrements of Insurance: Lessee shall not bring or permit anyone to bring into or keep anything in the Premises that will increase the fire hazard or any rate of insurance carried by Lessor, Lessee shall not bring or permit any person to bring into the Premises any animals, or any other property of any kind, without the written consent of the Manager and shall not place or put up any decorations without the written consent of the Manager. Lessee shall not bring or permit any person to bring into the Premises any gasoline, fuels, oil flashlights or any other exhibits, or other things placed or permitted to be placed in the Premises by Lessee without the Managers consent. 7. Control of Premises: In renting the Premises, Lessor does not relinquish the right to control the management of the Premises, to enforce all necessary and proper rules for the management and operation of same. Lessor, through its Manager, policemen, firemen, and other designated representatives, has the right at any time to enter any portion of the Premises for any purpose and the entire Premises is at all times under the charge and control of the Manager, provided this shall not authorize or empower Lessor to direct the activities of Lessee or assume liability for Lessees activities. 8. Food and Beverage and Parking Concessions: (a) Lessor reserves the sole and exclusive right to offer for sale on, in, or about the Premises beverages and food of any type. Lessor may lease all food and beverage concession rights to any party or parties. (b) Lessor reserves the right to rent, retain all revenues therefrom and control parking facilities. City owned or leased parking facilities located at Fair Park shall be available for the Event and parking charges at such facilities will be no more than the usual parking charges for Fair Park events. Lessor will provide or contract for staffing and security with respect to parking operations. (c) Lessee shall not utilize the services of an outside caterer on the Premises without the prior written permission of the Manager. Should the Manager authorize Lessee to utilize the services of an outside caterer on the Premises, Lessee shall pay to the City an amount equal to ten percent (10%) of the gross catering fee ,(all food and alcoholic beverages), less any sales and use taxes due and payable to an authorized taxmg authority This fee shall be ome pa able to tie Gty or date no ater than t e tNrd b s ess da after th event ar d lust be s pported b a pv o tte rai nco wjih vnhen proof -f Oavrlent r the ousde rateror The Maagers c-o9sen n Lessees ise of r sie airer s torct boor he C beg oroaed advane f he eem a onv of e or tract for Cf Sh e d CC t td Q 1dte PflF Jertr q me tts-d aerer Is nu en h. J

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and shall indemnify and hold harmless Lessor of and from any claims, damages, costs or expenses invoMng or related to said caterer. 9. Novelties and Merchandise Concessions: Subject to any third-party Fair Park related agreements to the contrary, Lessee may sell, or contract with a vendor for the sale of novelties and merchandise. In consideration for this

Manager and (2) wiltten proof that the outside caterer has adequate inswance for such activities as required by the Manager in his sole suetion, Lessee shaH be fully responsible for any act or onssion at its caterer and its employees

right, Lessee shall pay Lessor, as additional rent, N/A% of gross novelty and merchandise revenues, less sales and use taxes collected and paid to the appropriate taxing body, received pursuant to this section.

10, TIckets: Lessor grants Groovetickets permission to sell all tickets relating to Lessees use of the Premises under this contract. If the Event is open to the public for an admission charge, ticket prices shall be submitted to Lessors review in advance of any sales. Any change in ticket prices, including discounts by coupon, requires advance approval by Lessor. Lessee agrees to comply with any requirements of Lessor regarding installation and maintenance of a ticket control system providing timely and accurate reporting and auditing of tickets printed, sold, not used, or otherwise accounted for. Complimentary tickets may be issued with the advance approval of Lessor. II. Personnel and Services: (a) Lessor reserves the sole and exclusive right to designate the contractor or contractors to perform certain required and necessary functions at the Premises, including, but not limited to, cleaning services, trash removal, ushers, security guards, sound & light technicians, electricians, valet parkers, and paramedics. Lessee will utilize approved exclusive contractor Platinum Event Services and Consulting for event security, ticket takers, ushers and law enforcement and will submit: a SITE/FIRE PLAN, a SECURITY/EMERGENCY MEDICAL PLAN AND EVENT FENCING PLAN to the Fair Park Sales and Events Services by May 13, 2011 subject to approval of the Dallas Fire Department/Dallas Police Department. When Lessor does not designate a specific contractor for the provision of such services, Lessee shall employ sufficient personnel for the provision of necessary services, subject at all times to Lessors approval, which approval shall not be unreasonably withheld. Lessee agrees that each person employed by Lessee to provide such services in the Premises will at all times maintain a neat, clean appearance and behave in a polite and professional manner. Lessee agrees to replace any such employee or contractor who fails to maintain a satisfactory level of performance or acceptable standards immediately upon notice from Manager or his designee. (b) Lessee is responsible for all extraordinary staffing or equipment expenses, including but not limited to plumber, electrician, HVAC technician, forklift operator, rest room attendants, and cleaning during event and after event. (c) The Manager shall designate personnel to serve as Lessors coordinator for overall site management, including the provisions or coordination of city services and equipment. (d) Lessee shall provide event management inside the Premises. (e) Lessee will obtain approval, not to be unreasonably withheld or delayed, in writing from the Fair Park Executive General Manager before placement and location of heavy equipment such as stages, large trucks, mobile rooms, camera and related gear within Fair Park. (f) Lessee will at its own cost provide any and all additional telephones, lights, electrical generators, additional electrical outlets, plumbing, battery operated carts and remote radio communications. Lessee will provide to Fair Park Sales and Events Services one radio communication device for use during the event. (g) Lessee will not permit or allow signs, banners, wires, advertisements, decoration or obstructions of any kind to extend from the ceiling, or across aisles, walks, streets, or buildings unless otherwise approved in writing by Lessor. Lessee will submit signage plan by May 13, 2011 h) Le see provde at s ov expe so r tle nsta labor all uip nt a d a parat s e sar
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and fencing costs, and wl return a dean and vacated facllyIsite b the Lessor upon move out by 12:00 noon on June 20, 2011. (k) Lessee will pay in full to Fair Park Administration all additional reques ted services supplies and support at event settlement. Lessee will provide Lessor with a list of person s authorized to sign for additional services. 12. Removal of Disorderly Persons, etc.: Lessor retains the right to remove from the Premises any and all such employees of Lessee and the right, with its officers and agents, includ ing its police officers, to eject any objectionable person or persons from the Premises or any of its facilities; in the event of the exercise of this authority, Lessee hereby waives any and all claims for damages against Lessor on accoun t thereof. 13. Improvements to Premises: Lessee will not cause or permit any nails or any other things to be driven into any portion of the Premises, or cause or permit any changes, alterati ons, repairs, painting or staining of any part of the Premises or furnishings or the equipment thereof, nor permit to be done anything which will damage or change the finish or appearance of the Premises or the furnishings thereof Subjec . t to ordinary wear and tear, Lessee will pay the costs of repairing (to its condition immediately preceding the occurr ence of such damage) any damage which may be done to the Premises or any of the fixtures, furniture or furnish ings thereof by any act of Lessee or any of Lessees employees or agents or anyone visiting the Premises upon the invitation of Lessee including the patrons of the attraction or function for which Lessee hereby is leasing the Premis es. The Manager shall determine whether any damage has been done, the amount of the damage, and the reasonable cost of repairing it, and whether it is one for which under the terms of this contract, Lessee is to be held respon sible. The Managers decision is final unless, within ten days after he makes a decision, Lessee, if Lessee is dissati sfied therewith, gives written notice to the Manager of Lessees desire to appeal to the City Council from such decisio n. In the notice to the Manager, Lessee shall state fully the particulars and grounds upon which Lessee considers the Managers decision incorrect and no further objections other than the objections so stated will be considered by the City Council. The decision of the City Council is final and binding upon Lessee. 14. Acceptance of Premises: Lessee agrees that Lessee has examined the Premises prior to the execution of this contract and is satisfied with the physical condition of the Premis es for the Event. Lessees taking possession of the Premises for the Event shall be conclusive evidence of its receipt of the Premises in a safe, sanitary and sightly condition and in good repair, except for those unsafe, unsanitary and unsightly conditions or facilities not in good repair that Lessee provides Lessor written notice prior to taking posses sion, and which Lessor fails to reasonably correct. Manager and lessee shall walk through the Premises prior to the Event and note all existing damage. All such damages shall be noted in writing and considered pre-existing and Lessee shall have no responsibility for the cost of repairing these pro-existing damages. Upon conclusion of the Event, Manager and Lessee shall walk through the Premises and identify any damage. 15. Indemnity: Lessee agrees to defend, indemnify and hold Lessor, its officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought , suffered by any person or persons, that may arise out of or be occasioned by Lessees breach of any of the terms or provisions of this Contract, or by any negligent act or omission of Lessee, its officers, agents, guests, invitees, associa tes, employees or subconsultants, in the performance of this Contract, involving the Premises, or while on the Premises except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence of Lessor, its officers, agents, employees or separate contractors, and in the event of joint and concur rent negligence of both the Lessee and Lessor, responsibility and indemnity, if any, shall be apportioned comparativel y in accordance with the laws of the State of Texas, wthout, however, waiving any governmental immunity available to he Lessor under Texas law and without waving any fr. s W oartJc id r cx s w if p ov o s s a gr p ar s ci c t1 be e t tft p ii r to aca r er ieo rea grail? a- gt ebeiwse an r rtty

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16. Copyri* hdenwiity Lsee re assne fu responsd)ihty for coiw,iying with the Federal CopyTight Law of 1978(17 U.S.C. 101, et seq.) and any Regulations issued thereunder indudnig but not limited to, the assumption of any and afl responsibilities for paying royalties which are due for the use of copyrighted works in Lessees performances or exhibitions to the copyright owner, or representative of said copyri ght owner, and Lessee agrees to defend, indemnify and hold harmless Lessor, its officers, employees, and agents , for any claims or damages growing out of Lessees infringement or violation of the Copyright Law and/or Regulations. Lessee understands that they are responsible for securing any and all releases by artists/performers giving permis sion for the recordings. It is further understood that Lessee is responsible for both reporting and payment of any music licensing fees (ASCAP, BMI, SESAC) that may be required by law.

17. Attorneys Fees: If Lessor is required to file suit to collect an amount owed under this contract for Lessees use of the Premises, Lessor shall be entitled to collect reasonable attorneys fees which it is agreed to be at least ten percent (10%> of the principal amount together with any and all other expenses Lessor may reasonably incur in the collection of such amount. 18. Advance Opening: The Manager has the authority to require Lessee staging , any public performance, to open the doors for the performance at least one hour in advance or earlier if deemed necessary by the Manager and to have personnel sufficient to supervise the opening. Lessee shall have all doors unlocked and unfastened at least one hour prior to the first official hour of a performance. Lessee shall obtain the prior written approval of the Manager concerning any exception to the foregoing requirement. 19. Passageways: No portion of the sidewalks, ramps, entries, corridors, passag eways, vestibules, halls, lobbies, stairways, aisles, driveways, or access to public utilities of the Premises shall be obstructed by Lessee or used for any other purpose other than for ingress or egress from the Premises without the prior written consent of the Manager. The doors, skylights, stairways or opening that reflects or admits light into any place in the building, including hallways, fire hose cabinets, corridors, passageways, radiators and house lighting appurt enances shall not be covered or obstructed by Lessee without the prior written consent of the Manager. 20. Environmental Requirements: Lessee shall comply with all enviro nmental rules and regulations and shall obtain and maintain any and all required environmental permits, licenses, or registr ations. Lessee shall not permit the release any hazardous pollutant into the environment or of any pollutant into the Citys stormwater system or the waters of the United States. Lessee shall bear sole responsibility for any damag resulti es ng from failure to comply with this paragraph, but not limited to, cost of clean-up, remediation, or mitigation. 21. Tents: Use of tents on Fair Park property may necessitate Lessee obtaining a Tent Permit from the Building Inspection Division of the City of Dallas Planning & Development Depart ment. If a tent permit is required, a copy of the tent permit must be submitted to the Event Manager of Fair Park a minimum of 30 days before the event. Prior to erecting any temporary tents at Fair Park, Lessee is required to obtain Utility a Locate Service to survey the areas for proposed tent locations. Lessee will require the Utility Locate Servic e to coordinate with the Fair Park Operations Manager who is responsible for locating secondary lines. Locate must s be made for fiber optics, telephone, water, stormwater, gas, electric, and cable/TV. Lessee will be responsible for any and all damages as a result of improper locates conducted by the Utility Locate Service and for repairing damag es to turf areas, hard surfaces, and/or parking lots as a result of the use of tents. 22. Property left on Premises: Lessor reserves the right after the termination of this contract to remove from the Premises all effects of Lessee remaining and to store them who cv r Lessor sees ft in Ic sees r ame or at Lassors o o n e an o e cc bu at e os cx ci Se d sk f L sse a id essor a o e ab n any way o essee in . un ofo errnv,rg arc sr g hese frts the Event that any o Lessees effe t eeiar or e ? e ft t m f H q A irc r ir H v r r r fc s ci so to a pr d cyr ci r cr f s ndn. any z4erts f. esee oa emac

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Premises, Lessor shall be enffed to charge a reasonable sum per day which shall be determined by the Manager. 23. Additional Clwges: Unless stated to the contrary elsewhere k this contract, Lessor agrees at the time therein contemplated to furnish the Premises to Lessee lighted, heated, cleaned, etc., with its usual furniture and/or equipment available, provided that additional charges may be made for special seat set-ups, special electrical and utility services, and special additions or arrangements of the lobby light systems. 24. Care of Premises: Lessee. at Lessees own expense shall keep the Premises in a safe, sanitary and sightly condition, in good repair, and shall restore and yield the Premises back to Lessor upon the expiration or termination of this contract in good condition and repair, ordinary wear and tear (and damage by the elements, fire, or act of God, or by other cause beyond the control of Lessee) excepted. If the Premises are not so kept by Lessee, Lessor may enter Premises (without causing or constituting a termination of the privilege or an interference for the possession of the Premises by Lessee) and do all things necessary to restore the Premises to the condition required, including but not limited to, removal of signs, balloons, tape, and other things not removed by Lessee, its sublessees, or their respective servants, agents, employees, invitees, licensees, or contractors charging the cost and expense thereof to Lessee.

25. Insurance: (a) Prior to the time Lessee is entitled to any right of access to or use of the Premises, Lessee shall have procure, pay for and maintain the following insurance written by companies authorized in the State of Texas and acceptable to Lessor. The insurance shall be evidenced by delivery to the Lessor certificates of insurance by May 13, 2011, Upon request, Lessor shall be entitled to receive without expense, copies of the policies and all endorsements. (1) Workers Compensation with statutory limits; Employers Liability with minimum limits for bodily injury: a) by accident, $100,000 per each accident; b) by disease, $100,000 per employee with a per policy aggregate of $500,000. Policy shall include a waiver of subrogation to the City of Dallas, its officers, agents, and employees. (2) Commercial General Liability Insurance, including, but not limited to Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of $1,000,000 per occurrence, $2,000,000 annual aggregate. Policy shall include Fire Legal Liability with a limit of $250,000 per occurrence. If this insurance is written on a claims-made form, coverage shall be continuous (by renewal or extended reporting period) for not less than twentyfour (24) months following completion of the contract and acceptance by the City. Coverage, including any renewals, shall contain the same retroactive date as the original policy applicable to this contract.
The City of Dallas and the State Fair of Texas shall be named as additional insureds by using endorsement CG2026 or broader. (3) Business Automobile Liability Insurance, covering owned, hired and non-owned vehicles, with a minimum combined bodily injury (including death) and property damage limit of $1,000,000 per occurrence. Such insurance shall include coverage for loading and unloading hazards. (4) If the Cotton Bowl Stadium is the leased facility, then Umbrella or Excess Liability Insurance providing coverage following form of the primary liability coverages required hereinabove with a minimum combined bodily injury (including death) and property damage limit of $1,000,000 per occurrence and $1,000,000 annual aggregate. (b) Each nsurance policy required above shall include the following requwed provisons withm the body of the nsurance contract or by endorsement of the policy; The fern jf ?hs rsurance cr he uabor i ths r t wh h r kides ra 1 h penod mm ene r gt( r e rt o ur es s m -s Sr c.i pr
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premiums or assessments for any de kctibles which all are at the sole responsibility and risk of Lessee. (3) The term, Ownei, Lesso?, City or City o4 Dallas shall include all author ities, Boards, Bureaus, Commissions, Divisions, Departments and offices of City and the indMd ual members, ealoyees and agents thereof in their official capacities, or while acting on behalf of the City of Dallas . (4) The policy clause Other Insurance shall not apply to any insurance covera ge currently held by City, to any such future coverage, or to Citys self-insured retention whatev of er nature. (5) Each policy shall require that thirty (30) days prior to the cancellation or any materi al change in coverage, a notice thereof shall be given to Lessor by certified mail. (6> Lessee hereby waives subrogation rights for toss or damage against City and State Fair of Texas, their officers, agents and employees for personal injury (including death), property damage or any other loss. (c) Lessor reserves the right to review the insurance requirements during the effective period of the contract and to adjust insurance coverages and limits when deemed necess ary and prudent by the Citys Risk Management Division of the Human Resources Department. (d) (1) Without limiting any of the other obligations or liabilities of the Lessee the , Lessee shall require each Contractor and Subcontractor performing work under the contrac t, at the Contractors and Subcontractors own expense, to maintain during the term of the contract, levels of insuran ce that are necessary and appropriate for the services being performed, comply with all applicable laws and are consis tent with industry standards. The Contractors and Subcontractors liability insurance shall name the Lessee as an additional insured. (2) The Lessee shall obtain and monitor the certificates of insurance from each Contractor and Subcontractor in order to assure compliance with the insurance require ments. The Lessee must retain the certificates of insurance for the duration of the contract and shall have the respon sibility of enforcing these insurance requirements among its Contractors and Subcontractors. The Lessor shall be entitle d, upon request and without expense, to receive copies of these certificates. 26. Waiver of Notice: Lessee hereby waives all notice of any deman d for rent, notice to quit, demand for possession and any and all notice of demand of any nature, which may or shall be required by any statute of this State relating to forceful entry and detainer, of the landlord and tenant, or any other statute or by common law during the terms of this contract. 27. Assignment: Lessee shall not assign this contract, nor suffer any use of the Premises other than specified in this contract, without the prior written consent of the Manager. Nor shall Lessee sublet the Premises without the prior written consent of the Manager. Lessee agrees to ensure that any assignee or sublessee will comply with all terms, provisions, covenants, and conditions of this contract. Assignment or subletting of this contract shall not relieve Lessee from any of its obligations under this contract. 28. Restriction on Certain Displays: Lessee agrees that it will not display nor permit its agents or sublessees to display in the Premises any drug paraphernalia. If the Manager determ ines that drug paraphernalia is being displayed, he will cause the drug paraphernalia to be removed from the Premises. For the purpose of this contract drug paraphernalia means all equipment, products, or materials that are used, intended for use, or designed for use, in planting, propagating, cultivating, growing, harvesting, manuf acturing, compounding, converting, producing, processing, preparing, testing, analyzing, packaging, repack aging, storing, containing, concealing, injecting, ingesting, inhaling, or otherwise introducing into the human body a contro lled substance in violation of the Texas Controlled Substances Act. 29 Radio and
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and be in and amund the Premises tar the pizpose of production in connec tion with photographing filming and/or recording the Event (eaxding). Licensee shaH have the right to use the Recording throughout the universe in perpetuity in one or more programs, in any manner and in any media, whethe r now known or later dev&oped, and/or as Licensee may desire. Liceosor acknowledges that Licensee owns all rights in and to the Recording. Without limiting the generality of the preceding sentences, Licensee may use the Recording and in connection with alt advertising, publicity, marketing and exploitation thereof.

30. Unlawful Use: Lessee agrees that every employer, agent, and sublessee connec ted with the purpose for which the Premises are rented shall abide by, conform to and comply with all laws of the United States, the State of Texas and all ordinances of the City of Dallas, including but not limited to, all rules or regulations for the government and management of the Premises including, but not limited to, the no smoking policy, and the requirements of the Police and Fire Departments, and will not do, nor suffer to be done anything on the Premis es during the term of this contract, in violation of these rules, laws or ordinances. If the attention of Lessee is called to such violation, Lessee will immediately desist from and correct the violation. 31. Events of Default: The following events shall be deemed to be events of default by Lessee under this contract: (a> Lessee shall fail to pay any installment of the rent herein reserved when due, or any other payment of reimbursement to Lessor required herein due; (b) Lessee shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors; (c) Lessee attempts to assign this contract without the prior written consent of Lessor ; (d) Lessee shall desert or vacate any substantial portion of the Premises; or (e) Lessee shall fail to comply with any term, provision or covenant of this contract; Lessor must notify Lessee in writing of any default that or material breach and offer Lessee a reason able amount of time to cure such breach prior to such default or breach triggering Lessors remedies, including but not limited the remedies defined in Paragraph 32. 32. Remedies: (a) Upon the occurrence of any such events of default in Paragraph 31 of this contrac t, Lessor shall have the option to pursue any one of the following remedies upon 24 hour written notice to Lessee: (i) Terminate this contract, in which event Lessee shall immediately surrend er the Premises to Lessor, and if Lessee fails so to do, Lessor may, without prejudice to any other remedy which it may have for possession or arrearage in rent, enter upon and take possession of the Premis es and expel or remove Lessee and any other person who may be occupying the Premises or any part thereof by , force if necessary, without being liable for prosecution or any claim of damages therefore; and Lessee agrees to pay to Lessor on demand the amount of all loss and damage which Lessor may suffer by reason of such termination. (ii) Enter upon and take possession of the Premises and expel or remove Lessee and any other person who may be occupying the Premises or any part thereof, by force if necessary, without being liable for prosecution or any claim for damages therefore, and relet the Premis es and receive the rent therefore; and Lessee agrees to pay to Lessor on demand any deficiency that may arise by reason of such reletting. If Lessor is successful in reletting the Premises at a rental in excess of that agreed to be paid by Lessee pursuant to the terms of this contract, Lessor and Lessee each mutually agree that Lessee shall not be entitle d, under any circumstances, to such excess rental, and Lessee does hereby specifically waive any claim to such excess rental. (iii) Enter upon the Premises, by force if necessary, without being liable for prosec ution or any claim for damages therefore, and do whatever Lessee is obligated to do under The terms of this contract, and Lessee agrees to reimburse Lessor on demand for any expenses which Lessor may incur in thus effecting compliance with Lessees obligations unde this contract and esse rther agrecs trat ss r s al o be hti to n dar ages cs If rig o I cscee Ir m such action Fdetter caused by tic neqhgenco f I essor otherwise ns f thp nregorg erwdes stiali rcut o orerude pu d the eces erew i,ro aed -r E 1 buy w r u f y C cc w e

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any rent due to Lessor ider or at any danages accnMg to Lessor by reason of the violation of any of the terms, provisions and covenants herein contained. No act or thng done by Lessor or its agents during the term hereby granted shall be deemed a termination of this contract or an acceptance of the surrender of the Premises, and no agreement to terminate this contract or accept a surrender of the Premises shall be valid unless in wilting signed by Lessor. Lessors acceptance of the payment of rental or other payments hereunder after the occurrence of an event of default shall not be construed as a waiver of such default, unless Lessor so notifies Lessee in writing. Forbearance by Lessor to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default or of Lessors right to enforce any such remedies with respect to such default or any subsequent default. 33. Notices: All notices required or permitted under this contract may be given to a party personally or by mail, addressed to such party at the address stated below or to such other address as one party may from time to time notify the other in writing. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: If intended for Lessor Executive General Manager Fair Park Administrative Offices 3809 Grand Avenue Dallas, Texas 75210 If intended for Lessee: [Tower Building] Pasquale Rotetla, CEO Insomniac, Inc. 648 N. St. Andrews Place Los Angeles, CA 90004

34. Successors and Assigns: This contract shall be binding upon and insure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and, except as otherwise provided in this contract, their assigns. 35. Matters Not Covered: Any decision affecting any matter not expressly provided for in this contract shall rest solely within the discretion of Lessor through its City Manager and the Manager. 36. Venue: The parties herein agree that this contract shall be enforceable in Dallas, Texas, and if legal action is necessary to enforce it, exclusive venue shall lie in Dallas County, Texas. 37. Force Majeure: If the (a> Premises or any portion thereof shall be destroyed or damaged by fire or other calamity so asto prevent the use of the Premises for the purposes and during the periods specified in this contract, or (b) if the use of the Premises by Lessee shall be prevented by act of God, strike, lockout, material or labor restrictions by any governmental authority, civil riot, flood or terrorist activity, then this contract shall terminate except that any unearned portion of the rent due hereunder shall abate, or, if previously paid, shall be refunded by Lessor to Lessee. 38. No Partnership: Nothing contained in this contract shall be deemed to constitute Lessor and Lessee partners or joint venturers with each other. 39. No Waiver: No waiver by Lessor of any default or breach of any covenant, condition, or stipulation herein contained shall be treated as a waiver of any subsequent default or breach of the same or any other covenant, condtion or stipulahon hereof 4 MIt e r s artes n er c s
t

FAIR PARK FACIIJTIES LEASE. Page 9

41. Joint and Several Uabikty: If more than one Lessee is named under this contract, the obligation of all such Lessees shall be, and is, joint and several. 42. Subordination: The contract is made subject to the provisions of the charter and ordinances of the City of Dallas, as amended, and all applicable laws of the State of Texas. 43. Applicable Laws: This contract is made subject to the provisions of the Charter, Park and Recreation Board rules and policies and ordinances of City, as amended, and all applicable state and federal laws. 44, Governing Law: This contract shall be governed by and construed in accordance with the laws of the State of Texas. 45. Section Headings: The section headings in this contract are for convenience in reference and are not intended to define or limit the scope of any of the conditions, terms or provisions of this contract. 46. Severability: In case any one or more of the provisions contained in this contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this contract shall be considered as if such invalid, illegal, or unenforceabl e provision had never been contained herein. 47. Conflict of Interests: The following section of the Charter of the City of Dallas (City) shall be one of the conditions, and a part of, the consideration of this contract, to wit: CHAPTER XXII. Sec 11. FINANCIAL INTEREST OF EMPLOYEE OR OFFICER PROHIBITE D (a) No officer or employee shall have any financial interest, direct or indirect, in any contract with the City of be financially interested, directly or indirectly, in the sale to the City of any land, materials, supplies or services, except on behalf of the City as an officer or employee. Any violation of this section shall constitute malfeasance in office, and any officer or employee guilty thereof shall thereby forfeit the officers or employees office or position with the City. Any violation of this section, with knowledge, express or implied, of the person or corporation contracting with the City shall render the contract involved voidable by the City Manager or the City Council. (b) The alleged violations of this section shall be matters to be determined either by the Trial Board in the case of employees who have the right to appeal to the Trial Board, and by the City Council in the case of other employees. (c) The prohibitions of this section shall not apply to the participation of City employees in federallyfunded housing programs, to the extent permitted by applicable federal or state law.

48. Gift to Public Servant Prohibited: (a) Lessor may terminate this contract immediately if Lessee has offered, or agreed to confer any benefit upon a City of Dallas employee or official that the City employee or official is prohibited by law from accepting. (b) For purposes of this section, benefit means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. (c) Notwithstanding any other legal remedies, Lessor may require Lessee to remove any employee of the Lessee who has violated the restnctions of this sechon or any smilar state or ederaI law and obtan romburserrent for aiy xpendture niade as a esult he roproper ffr dgrPern t onfer or ft o a 11 to C e C ff I 49 Entire Agreement or
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FAIR PARK FACILES LEASE. Page 10

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written previous and contemporary agreements between the parties and relating to matters herein, and except as otherwise provided hcreio cannot be modified without written agreement of the parties hereto attached to and made a part of this contract 50. Authority of Lessees Agent: By executing this agreement, Lessees agent affirms that he or she has been authorized by Lessee to execute this agreement and that all representations made herein with regard to Lessees identity, address and legal status (corporation, partnership, individual, etc.), are true and correct.

IN WITNESS WHEREOF, Lessor and Lessee execute this contract as of the day and year first above written.

LESSOR: APPROVED AS TO FORM: Thomas P. Perkins, Jr. City Attorney 8y CITY OF DALLAS, TEXAS MARY K. SUHM, City Manager

/1/ L

Assistant City Attorney ATTEST:

If

By

Assistant City Manager PARK AND RECREATION BOARD CITY OF DALLAS, TEXAS
Ij

By

,,

Dawna M. Ray, Secretary ATTEST:

By________________________ MJ...LL 0. RaIT President LESSEE: Insomniac, Inc.

By_____________

By

Pasqual Rotella, CEO

4.1 9o1L

FAIR PARK FACILITIES LEASE. Page 11

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