Page 1 of 6 TICKET PURCHASE AGREEMENT This Ticket Purchase Agreement (“Agreement”) is dated and made effective September 2, 2009, and is between Dondi S. West, a Maryland resident (“Buyer”) and Joshua Perrera, also a Maryland resident (“Seller”). BACKGROUND Seller owns two Personal Seat Licenses (“PSLs”) to attend Baltimore Ravens football games at M&T Bank Stadium in Baltimore, Maryland. Because Seller is a PSL owner, seller has exercised his right to purchase and has received two tickets to all Baltimore Ravens home games for the 2009 season located in Section 121 Row 31 Seats 16 and 17 at M&T Bank Stadium (“the Season Tickets”). Seller desires to sell the Season Tickets for a price greater than the face value of the tickets, thereby earning a profit. To achieve Seller’s objective of selling the Season Tickets and making a profit, seller has advertised the Season Tickets for sale on the Baltimore section of the “Craigslist” website located at http://baltimore.craigslist.org/ on or about August 29, 2009 (“Seller’s ad”). Buyer desires to purchase 2009 tickets to all of the Baltimore Ravens home games and also desires to have the option to purchase any playoff tickets that may result from the 2009 season. After discovering Seller’s ad, Buyer contacted Seller on August 30, 2009 via electronic mail and requested Seller’s phone number. Seller responded to Buyer’s email on that same day and gave Seller’s phone number. Buyer contacted seller via telephone, and Buyer and Seller agreed to execute a purchase agreement to facilitate the sale of the Season Tickets. Therefore, in consideration of the mutual promises, conditions, and warranties contained in this agreement, the parties agree as follows: 1. RIGHTS GRANTED a. During the term of this agreement, Seller hereby grants Buyer, his successors, and assigns an exclusive right to: (1) use the Season tickets in order to attend all Baltimore Ravens home games during the 2009 football season; and (2) use the tickets, by participating in home games by exercising all the rights and privileges afforded to Seller as the owner of the PSL. b. All rights, title, and interest in the PSLs shall remain with Seller.
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2. SELLER’S RIGHTS AND OBLIGATIONS a. Seller warrants and represents that he owns all rights, title and interest to the PSLs associated with the two seats located in section 121, Row 31, seats 16 and 17 (“the Seats”). b. Seller warrants that, in addition to owning the PSLs, that Seller has purchased and received tickets for the 2009 Baltimore Ravens football season. c. Seller reserves all rights of every kind and nature except those specifically granted to Licensee in this agreement. d. During the term of this agreement, Seller shall not grant any other rights to use the Seats except as outlined in this agreement. e. During the term of this agreement, Seller shall not use the Seats for any other purpose, including personal use. f. Seller shall deliver the Season Tickets upon Buyer’s payment, in a manner that will allow admission to all home games during the 2009 season. g. Seller shall not order or accept duplicate copies of the Season Tickets, even for personal use, unless Seller is doing so on the behalf of Buyer. h. Seller shall order duplicate copies of tickets for Buyer if any ticket becomes lost, stolen, or otherwise unavailable. 3. BUYER’S RIGHTS AND OBLIGATIONS a. Buyer shall abide by all rules and regulations of M&T Bank Stadium, and any other rule, law, or regulation that governs the conduct of ticket holders. b. Buyer shall deliver payment as specified in section 4 below. c. Buyer shall notify Seller via email upon the sale or transfer of any ticket. d. Except as specified in section 7(c) below, Buyer agrees that the tickets are not refundable and if Buyer is unable to attend a game, Seller is not responsible for refunding any money.
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4. PLAYOFF TICKETS a. Buyer has first right of refusal for all playoff tickets and must exercise that right at least 7 days prior to each playoff game. b. The money paid for the Season Tickets is separate and does not include any money for the potential purchase of playoff tickets. 5. PAYMENTS a. For the rights granted by Seller herein, Buyer shall pay the Seller as follows: (1) $2,700.00 USD as the all-inclusive and final price for the Season Tickets. Payable upon receipt of the Season Tickets. (2) For Playoff tickets. Face value plus half (i.e. if the face value of a playoff game is $100, Buyer shall pay $150.00). 6. WARRANTY AND INDEMNIFICATION a. Seller warrants and represents that: (1) Seller has the full right, power and authority to enter into this agreement and to grant the rights granted herein; and (2) Seller has not previously sold the Season Tickets to any third party; and (3) Buyer's use of the Season tickets will not violate any rights of any kind or nature whatsoever of any third party. b. Seller shall indemnify and hold harmless Buyer, his successors, assigns from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fee), arising out of or in any way connected with any breach of any representation or warranty made by Seller herein. c. Buyer shall indemnify and hold harmless Seller, its successors, assigns from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees), arising out of or in any way connected with any breach of any representation or warranty made by Seller herein. .
Page 4 of 6 7. TERM, TERMINATION, AND DISPUTE RESOLUTION a. The term of this agreement shall be for the remainder of the 2009 NFL Football Season following the execution of this agreement, which ends at the conclusion of Super Bowl XLIV on February 7, 2010. b. In the event that either party believes that the other materially has breached any obligations under this agreement. The breaching party shall have 7 days from the receipt of notice to cure the alleged breach and to notify the nonbreaching party in writing that cure has been effected. If the breach is not cured within the 7 day time period, the non-breaching party shall have the right to terminate the agreement without further notice. c. In the event of early termination permitted by this agreement, Buyer shall be entitled to a refund of any fees or pro-rata portion thereof paid by Buyer for any remaining period of the agreement from the date of termination. e. In the event any dispute or controversy arising out of or relating to this agreement, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute. f. In the event that the parties can not by exercise of their best efforts resolve the dispute, each part is free to seek all recourses made available by the legal system. If litigation occurs to resolve the dispute, the loosing party shall be responsible for court costs and reasonable attorney’s fees. 8. RENEWAL a. This agreement is not renewable. 9. GENERAL PROVISIONS a. Successors/Assigns. This agreement is binding upon the respective successors and assigns of the both parties. b. No Modification This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto.
Page 5 of 6 c. Governing Law: Forum. This Agreement shall be governed by the laws of the State of Maryland. d. Communication. The email address of each party hereto as set forth below shall be the preferred method of communication. Each party shall respond to the other within two business days. IN WITNESS WHEREOF, the parties have caused this Ticket Purchase Agreement to be executed the day and year set forth above. SELLER: BY: ______________________________________ DATE: __________________ Signature of SELLER Print Name: JOSHUA PERRERA Title: Seller Address: _____________________________________________________________ Telephone No.: (410)292-9185 E-mail: jperrera@yahoo.com BUYER: BY: ______________________________________ DATE: ___________________ Signature of BUYER Print Name: Dondi West Title: Buyer Address: 17 Triple Crown Court, Windsor Mill, MD 21244 Telephone No.: (443)203-9378 E-mail: dondiw@gmail.com