MISSOURI BOTANICAL GARDEN RETAIL SHOPS MANAGEMENT AGREEMENT

EVENT NETWORK, INC.

This document sets forth the terms and conditions of the Management Agreement (the "Agreement") between the Missouri Botanical Garden, a Missouri charitable trust with a principal place of business at 4344 Shaw Blvd., St. Louis, MO 63110 ("MOBOT"), and Event Network, Inc., a California corporation with a principal place of business at 9606 Aero Drive, Suite 1000 San Diego, CA 92123 ("EN"). (MOBOT and EN may be referred to individually as a "Party" and collectively as the "Parties.")

Recitals:

Whereas, MOBOT is the oldest botanical garden in continuous operation in the United States, a National Historic Landmark and a center for science and conservation, education and horticultural display.

Whereas, MOBOT is open to the public and hosts a variety of exhibits, events and festivals.

Whereas, MOBOT operates The Garden Gate Shop, an on-line store and various temporary retail locations throughout the MOBOT Premises (as defined in Section 1 below) during exhibits, events and festivals, for the purpose of selling items related to MOBOT's educational and charitable functions, providing for the comfort and convenience of MOBOT's visitors, and generating funds for MOBOT's operations.

Whereas, MOBOT allows certain artists and specialty vendors to offer unique merchandise and experiences ("Artisan Sales") for sale on the Premises during certain exhibits, events and festivals.

Whereas, MOBOT also operates the Sophia M. Sachs Butterfly House, including the Madame Butterfly Gift Shop.

Whereas, EN is in the business of operating and managing stores on behalf of outstanding cultural attractions and institutions.

Whereas, MOBOT desires to engage EN, and EN desires to be engaged by MOBOT, to manage certain stores and/or retail outlets for MOBOT on the Premises, all in accordance with the terms set forth in this Agreement.

NOW, THEREFORE, MOBOT and EN hereby agree as follows:

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1. Premises:

2.

3.

Appointment of Manager:

Merchandise; U and Exclusivjty:

The "Premises" shall consist of: (a) the eXlstmg retail store(s) located at the MOBOT facility with an address of 4344 Shaw Blvd., St. Louis, MO 63110 (the "Shaw Location"), which shall be configured in a manner defined by MOBOT but agreed upon by the Parties; (b) any stock room and/or office space at the Shaw Location that is dedicated to the retail operation; (c) any new retail locations (stores and/or kiosks) at the Shaw Location in numbers and locations agreed to by the Parties subsequent to the execution of this Agreement; (d) any temporary exhibit stores at the Shaw Location; and (e) any MOBOT on-line stores EN shall operate.

The Premises may be updated from time to time by the Parties in writing to reflect any changes or additions to the Premises.

MOBOT shall appoint EN the exclusive manager of the Premises, and the general plan of such operations shall be as follows: Sales will be made in MOBOT's name; EN shall make deposits of all sales revenue into the Account (as defined in Section 9) owned by MOBOT; EN shall process payments for purchases of inventory in MOBOT's name from the Account, with title to such inventory belonging to MOBOT.

For the period set forth in Section 5 of this Agreement, EN shall have the exclusive right on behalf of MOBOT to sell souvenir and other Missouri Botanical Garden-related gift items and merchandise within the Premises (the "Services"), subject to the exclusivity exceptions set forth below, and the provisions herein. The Parties anticipate that the merchandise sold at the Premises shall include, but not be limited to, MOBOT -branded and non-branded merchandise, apparel and souvenirs, plants and cut flowers, media, books, prints, statuary, jewelry, stuffed animals, toys, posters, paintings, paper products and stationery, design objects, decorative accessories, design furniture accessories and other collectibles in connection with the MOBOT experience and for no other purpose whatsoever. Any MOBOT­branded merchandise must comply with Section 13 of this Agreement. In addition, candy, snacks and beverages may be sold in the Premises if approved in writing by MOBOT. MOBOT, in its sole discretion, may determine that any item(s) is/are inappropriate to offer for sale in the Premises and require EN immediately to remove such item(s).

The following are exceptions to the exclusive management rights granted to EN under this Agreement: (a) Herb Society or any other horticultural society or botanical organization sales. EN agrees to process these sales through EN's cash registers during these events and sales, as needed, on a 100% pass through basis; (b) sales made by

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4. Commencement Date, Transition Plan:

5. Term:

specialty vendors invited to festivals and special exhibits wherein MOBOT does not receive commissions from the sales. These include, but are not limited to, the Best of Missouri, Japanese Festival and Chinese Culture Days; (c) Artisan Sales and other activities and games during major non-annual exhibits/events; (d) sales on and off MOBOT Premises that are made at the Little Shop Around The Comer, an antique and collectible shop that resells vintage merchandise donated to MOBOT; and (e) sales made at the Shaw Nature Reserve. The Parties shall mutually agree to any additional events that would be exceptions to EN's exclusive rights under this Agreement.

Upon signing this Agreement, EN and the MOBOT CFO (or designee) and Director of Human Resources will develop a mutually agreeable transition plan and schedule. EN will select a store manager to be interviewed by MOBOT and subject to its reasonable approval. EN shall be provided access to accounting records of the retail shops and space to conduct meetings and prepare for its start of operations. The Parties agree to adhere to the summarized implementation timeline included as Exhibit A. MOBOT and EN agree that retail operations at the existing gift shop will be suspended, and the Premises closed, from March 3, 2014 until the Commencement Date (defined in Section 5), to prepare for reopening under EN's management.

Notwithstanding the Effective Date, EN shall not commence Services prior to March 3, 2014, and shall commence Services on March 7, 2014 (the date within such window on which Services commence, the "Commencement Date"). EN shall continue to provide the Services through the close of business on December 31, 2018 (the "Initial Services Term"). The period between the Commencement Date and December 31, 2014 shall be referred to as the "Initial Operating Period." Beginning January 1, 2015, each consecutive 12-month period (January 1 through December 31) shall be referred to as an "Operating Period" within the Initial Services Term.

The Initial Services Term of this Agreement shall expire on December 31, 2018; provided, however, if during the Initial Services Term MOBOT engages in any renovation of the Ridgway Visitor Center that requires the building to be closed for more than ninety (90) days ("Renovation"), the Initial Services Term shall be extended for two (2) years to December 31,2020.

Renewal: This Agreement shall renew automatically for successive

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6. EN Staffing:

two-year terms (each, a "Renewal Term") under the same terms and conditions as applied to the Initial Services Term, unless either Party gives notice to the other of its intent to not renew at least one hundred eighty (180) days prior to the conclusion of the Initial Services Term or the then-current Renewal Term.

The retail shops shall be staffed by EN employees.

EN shall recruit, hire, train, supervise, direct and pay its employees and, if necessary, discipline, transfer and discharge any such persons. MOBOT shall have the right to approve EN's selection for Store Director, which approval shall not be unreasonably withheld or delayed. All EN staff in the Premises shall continue service only so long as their work and personal behavior are acceptable to MOBOT. Notwithstanding the foregoing, MOBOT shall have no responsibility for the supervision and management of the employees of EN, including without limitation hiring, dismissal or discipline, all of which shall be the responsibility of EN.

EN shall prepare and process the payroll for EN's employees and shall withhold and pay all applicable federal and state employment taxes and payroll insurance with respect to its employees, including any income, social security and unemployment taxes and workers' compensation costs.

EN agrees to:

a. At the discretion of MOBOT, utilize the services of all full-time MOBOT gift shop employees not offered employment by EN subsequent to the Commencement Date to assist with operating the gift shop through March 31, 2014. During such period, such employees shall remain employees of, and, accordingly, receive compensation from, MOBOT. Affirmative offers of employment shall be required by EN in order for any of such individuals to become EN employees;

b. Interview existing MOBOT gift shop personnel for any similar positions in the Premises;

c. Use and manage MOBOT volunteers to provide supplemental plant care services for the live plants held for sale in the Premises;

d. Remove any EN employee from the Premises if that person is unacceptable to MOBOT;

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7. Premises. Condition, Surrender:

e. Complete background checks for all key holding employees consisting of: (a) prior employment verification, and (b) criminal record check before hiring; and

f. Test employees suspected of drug and alcohol use at the workplace.

In addition, to support MOBOT's goals of promoting diversity among those individuals representing MOBOT, EN agrees to provide equal employment opportunity to qualified individuals without regard to age, color, disability, marital status, national origin, citizenship status, race, religion, sex/gender, sexual orientation, veteran status or any other legally protected category.

To the extent available, MOBOT will provide parking to EN employees on the same terms provided to MOBOT employees.

MOBOT shall deliver the Premises in its "AS-IS", present condition. Upon the termination of this Agreement, EN shall surrender the Premises and all keys thereto, including all improvements, apparatus, fixtures, display cases and shelving, furniture, equipment, storefront signage and all signage within the Premises, and all components to the heating, air-conditioning, plumbing and electrical systems, which were located in or installed in the Premises on the Commencement Date and/or updated thereafter in their as-is condition, certainly with reasonable wear and tear expected. EN will be permitted to remove from the Premises only EN's personal property, such as computers and the POS system and that are installed on the Premises and paid for by EN ("Personal Property"). Upon termination of this Agreement, EN shall also cease all operations of anyon-line store(s); provided, however, that if requested by MOBOT, EN shall cause, for a period of one hundred twenty (120) days, on-line stores to redirect customers to on-line stores maintained or authorized by MOBOT.

EN, at its expense, shall maintain the interior of the Premises (fixtures, cash wrap and all other elements critical to merchandising and sales) in a high-quality condition throughout the term of the Agreement. MOBOT, at its expense, shall maintain the building infrastructure (Le., any repairs necessary related to maintaining the building'S integrity and functionality-roof, ceiling, walls, flooring, etc.).

EN, at its expense, agrees to create its own secure cash control vault within the storeroom included in the Premises. MOBOT, at its expense, agrees to make improvements to . its existing cash control

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8. Fees:

vault to prohibit access to or from the gift shop without the consent of both Parties. MOBOT expects such improvements to consist primarily of two adjacent, independently locking doors located at the existing cash control room doorway that will open into their respective premises, with the keys to their respective doors controlled by EN and MOBOT.

The Parties acknowledge EN's intentions to make improvements to the Premises and EN shall do so at its expense and on a time line agreed to by the Parties, subject to MOBOT's written approval. For the contemplated project, EN shall make no less than $350,000 in capital improvements to the Premises. EN shall also invest approximately $75,000 in point of sale and other equipment plus $10,000 for related set-up travel costs, which shall occur around the time of the Commencement Date. MOBOT's approval of the project shall include conditions related to compliance of improvements with the applicable codes and requirements, including compatibility of the improvements with the existing structure and utility infrastructure, choice of materials and the like. The money EN commits as defined and budgeted herein shall be referred to as "EN's Capital Investment" .

Should the Agreement terminate prior to the conclusion of the Initial Services Term, for MOBOT's convenience pursuant to Section 18, MOBOT shall reimburse EN (upon termination) for the unamortized portion of EN's Capital Investment based on use of the straight line method from the time EN's Capital Investment is made through December 31, 2020. EN shall provide MOBOT with an itemized statement of EN's Capital Investment within 60 days of the completion of such work. For the purpose of amortization and reimbursement as defined herein, EN's Capital Investment shall exclude Personal Property.

All improvements and alterations made to the Premises by or at the request of EN, and all contractors, subcontractors and material men proposed by EN to perform such improvements or alterations, shall be subject to the prior written approval of MOBOT. EN shall require all of its contractors and their subcontractors (of every tier) to maintain, provide and keep in force by advance payment of premiums, insurance of the same type, and with the same coverage and limits, as that required to be maintained by EN in Section 14 below.

MOBOT shall pay EN a standard Monthly Operating Fee of $35,000 ("Monthly Operating Fee"). This Monthly Operating Fee is not

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contingent on Gross Receipts and shall represent a minimum payment to EN. The Monthly Operating Fee shall only be paid for months where the Premises are open for regular business and not under major construction. In the event that the Premises are open for regular business and not under major construction for a portion of a month, MOBOT shall pay EN a percentage of the Monthly Operating Fee equal to that percentage of the month that the Premises were open for regular business and not under major construction. MOBOT shall also pay EN 12.5% of Gross Receipts with no limit ("Percentage Fee"). MOBOT shall pay EN the Monthly Operating Fee for the then-current month no later than the 15th day of such month. MOBOT shall pay EN the Percentage Fee electronically on a monthly basis in arrears no later than the 10th business day of each month. MOBOT shall make its initial Monthly Operating Fee payment no later than March 14, 2014 (pro-rated, $32,725).

For each Operating Period after the Initial Operating Period (so commencing with the first Operation Period, wliich begins January 1, 2015), EN guarantees that the sum of Cost of Goods Sold and incoming freight ("CGSF") within each full 12-month Operating Period will not exceed 42.00% (measured to the second decimal point) of Gross Receipts. A breach of the foregoing shall be a material breach ofthis Agreement, entitling MOBOT to terminate this Agreement under Section 16.a.l1. If CGSF is less than 40.00% in any Operating Period after the Initial Operating Period, then within 15 business days of the conclusion of the applicable Operating Period MOBOT shall pay EN an additional fee equal to 50% of the difference between 40.00% and the actual CGSF. Partner Sales (as defined below) shall not be included in the CGSF calculation.

The term "Gross Receipts" means the dollar aggregate of: (a) the sales price charged for all goods, wares and merchandise sold and the charges for all services rendered or performed by EN or otherwise, from all business conducted on, in, at, from or related to the Premises, whether made for cash, by check, on credit, charge account, exchange or otherwise, without reserve or deduction for inability or failure to collect for the same, and regardless of the amount, if any, of profits realized on any transaction, including, but not limited to, such sales and services: (i) where the orders therefor originate at and are accepted by EN in the Premises, but delivery or performance thereof is made from or at any other place; (ii) pursuant to mail, telegraph, internet, telephone or other similar orders received or billed at or from the Premises; (iii) by means of mechanical or other vending devices owned by EN; (iv) as a result of transactions originating from whatever source, and which EN in the

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9. Structure and

nonnal and customary course of its operations would credit or attribute to its business; (b) sales of merchandise bearing MOBOT trademarks or logos or othel i e identifiable ith MOB T and the Pr mj e , irrespective of the place at which the order is received and irresp cti e ofth place .fi·om \ hich the rder is fulfilled' and (c) all money or other things of alue recei d b EN from its operation in the Premise

hich are neither indud d io nor excluded fi'om ro Rec ipts by th other provisions of this definition. All sales and orders originally made in or at the Premises shall be considered as made and completed therein, even though payment of the account may be transferred to some other office of EN for collection, or although delivery of merchandise sold or the perfonnance of service ordered in or at the Premises be made from or at a place other than the Premises.

"Gross Receipts" shall be reduced by (i.e., shall not include (or if included, there shall be deducted to the extent of such inclusion)) the following: (a) sums collected and paid out for any sales tax based upon the sale or sales of merchandise and required by law (which the Parties acknowledge shall not be the case as this Agreement commences and an cbanges regarding sales tax obligations shall require an amendment to the Agre m nt) (b) the selling price of all merchandise returned by cllstomers and accepted for full credit or the amount of discounts and allowances made thereon, or the amount of discounts or allowances made in lieu of acceptance thereof.

All Partner Sales (as defined below) as well as all sales made to MOBOT Members and Employees shall be included in the Gross Receipts calculation, but only at the discounted price paid under such Partner Sale or by such MOBOT Member or Employee. "Partner Sales" are purchases made by MOBOT staff for MOBOT usage, such as marketing and promotions. Partner Sales shall be accompanied by an MOBOT purchase order and are subject to a 40% discount off the ticketed retail price(s) of any items included in the transaction. EN will itemize all such discounted sales on its monthly statement of Gross Receipts. For the annualized calculation of CGSF as described herein, Partner Sales (i.e., both the Gross Receipts and the CGSF realized from Partner Sales) shall be excluded.

Countersignatures of senior financial officers of MOBOT may be required for purchases over $25,000.00. All purchase orders shall be issued in name of "Event Network as agent for the MOBOT" for direct delivery to MOBOT. Vendors' invoices shall be to account of the MOBOT or to "Event Network as agent for the MOBOT." All discounts shall be off-invoice or if otherwise, then MOBOT shall be

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advised of the arrangement and its share of discounts, allowances, incentives etc. shall be deposited in the Account and a computation of MOBOT's share provided to MOBOT upon reasonabJe request. 0

purchases shall be made from a Related Party ith ut prior notice to and written consent by MOBOT. A Related Party is an p r on or business entity related to any EN person (i.e., a buyer or store manager employed at the 10BOT retaiJ hop or an officer or owner of EN) by r as on of compensation, ownership or otb. r unancial arrangem nt by which as ets or income are transfi ITcd to the N per on by th related party. All purcbases in accordance her ith are exempt from all Missouri tate and local ta es a per the [MO OT MISSOURI RE AL "RTI I TE j MBER]. A cop of the certificate is available upon request.

Retail Bank Account: MOBOT shall establish a retail bank account to be owned by MOBOT (the Account) t \i hich N will make deposits of all ross Re eipts, such as all sales r v nue from ca h ch ck and credit card ales no Iat r than the next business day after receipt by EN. EN shall use its credit card processor, reconcile the credit card account and deposit all credit card Gross Receipts to the Account as set forth in this Agreement. MOBOT shall be responsible for all credit card and banking fees. EN shall be authorized to process payments from the Account for purchases of inventory in MOBOT name (with title to inventory in MOBOT).

Cash Control: EN shall be responsible for cash control of sales, including reconciliation of sales and receipts, and delivery of Gross Receipts to the Account. The Premises shall include space for cash control operations and for a vault for overnight deposits. EN shall provide to MOBOT a statement of Gross Receipts on a daily, weekly or monthly basis, as requested by MOBOT. MOBOT shall review and approve the statement format in advance of the Commencement Date.

Licenses: EN shall obtain and maintain all business and other licenses as may be required by law in connection with the operation of the Premises for retail purposes. EN shall promptly comply with all laws, ordinances, orders, rules, regulations and requirements of federal, state, county and city governments regulating the use and occupancy of the Premises.

a. Hours of Operation: The Premises shall be open for business to the public during the same hours that the MOBOT is in operation, unless different hours are mutually agreed to in writing by the Parties.

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MOBOT staff shall have access at any time to the Premises during EN's hours of operations.

Occasionally, MOBOT extends its operating hours for special member, evening and weekend events. EN agrees to remain open during such events when requested by MOBOT.

b. Temporary Retail Locations: EN agrees to provide temporary staff, inventory, POS and fixtures at retail locations throughout the Shaw Location in numbers and locations as mutually agreed to by the Parties. MOBOT agrees to provide tents or other temporary structures and utilities as it deems appropriate.

c. Trade Names: MOBOT reserves the right to determine store names in the Premises, consulting with EN. All rights in the store names, trade names, and goodwill associated therewith shall inure to the benefit of MOBOT, and MOBOT has the exclusive right to use, change, enforce, and/or protect such trade name(s) during the Initial Services Term, any Renewal Term, and after any termination of this Agreement.

d. Noise Control: EN will keep the noise level associated with the Premises to a level acceptable to MOBOT, in MOBOT's sole discretion.

e. Merchandise Controls: EN, on behalf of MOBOT, will purchase and sell only merchandise in conformance with Section 3 or as agreed to by the Parties from time to time. EN will select, order, stock and replenish a sufficient level of merchandise so that there is an ample variety of inventory for sale during the term of the Agreement.

f. Sale of Memberships: EN agrees to solicit and sell memberships on behalf of MOBOT. EN will collect and distribute to MOBOT 100% of the proceeds of membership sales and relevant member information. Sales of memberships will not be included in Gross Receipts.

g. Missouri Botanical Garden Press: EN, on behalf of MOBOT, agrees to purchase, inventory and sell items published or issued by the Missouri Botanical Garden Press in the Premises. Sales of such items will be included in Gross Receipts. MOBOT and EN agree that MOBOT may also sell items published or issued by the Missouri Botanical Garden Press in locations other than the Premises.

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h. Environmental Sustainability: EN agrees to purchase and use 100% post-consumer recyclable gift bags, boxes and wrap in the Premises. MOBOT reserves the right to determine the acceptability of such materials. EN shall use its best efforts to ensure that products sold in the Premises are in line with MOBOT's policies on sustainability, which shall be provided to EN.

i. Gift Wrap Policy: EN agrees to provide, at no charge to the customer, reasonable gift boxes, bags and ribbon for orders over $10. F or a nominal charge of $1, EN shall also make gift wrapping available for items in orders totaling less than $10. EN agrees to work with MOBOT to create and maintain an effective, sustainable Gift Wrap policy.

j. Recording of ales an Reporting: All sales by EN in the Premises shaU be recorded in th point of sale ("POS") system maintained by EN. EN shall provide to MOBOT a statement of Gross Receipts on a daily, weekly or monthly basis, as requested by MOBOT. MOBOT shall review and approve the statement format in advance of the Commencement Date.

k. Gross Receipts: EN will exercise its best efforts to maximize Gross Receipts during the term of the Agreement.

l. Quality Control Standards: EN shall provide an adequate number of trained personnel and shall carry a full and complete stock of merchandise during the term of this Agreement. In accordance with Section 13 of this Agreement, EN shall seek MOBOT's review and approval prior to its use of the MOBOT Trademarks. At MOBOT's sole discretion, MOBOT may review and approve signage used by EN in the Premises and EN shall remove any signage that does not meet MOBOT's standards for any reason.

m. Licenses: EN will obtain and maintain all business and other licenses as may be required by law in connection with the operation of the Premises for retail purposes.

n. POS System: EN will install and maintain a computer point of sale system necessary to process transactions and control inventory throughout the term of this Agreement. Maintenance and upgrade of such system will be the responsibility of EN. EN will remove such system from the Premises upon termination of this Agreement. MOBOT may inspect and validate such system for availability, security and integrity and may audit the operation of the system at

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reasonable times and in a reasonable manner.

o. PCI DSS Compliance: EN, on behalf of MOBOT, will achieve compliance with the Payment Card Industry Security Standards Council's Data Security Standard (PCI DSS) by December 31, 2014 and will maintain compliance throughout the remaining Operating Periods.

p. Confidentiality: EN will maintain confidentiality of all information related to its operations under this Agreement including sales, inventory and transaction volume. Both Parties will maintain confidentiality on all terms of the Agreement. EN will maintain confidentiality of all information provided by MOBOT related to MOBOT and its related operating entities. EN is granted limited permission to identify its relationship with MOBOT under this Agreement for the purpose of developing similar business relationships.

q. Sustainability: EN will use MOBOT's remaining gift bag and gift wrap inventory until depleted. Thereafter, EN agrees to purchase and use 100% post -consumer recyclable paper gift bags and gift wrap ' for use in the Premises.

r. Gift Cards and Gift Certificates: (i) EN agrees to redeem MOBOT gift cards and gift certificates that were issued prior to the Commencement Date ("Prior Gift Cards"). EN shall keep evidence of all redeemed Prior Gift Cards and other related documents as required for audit purposes. Gross Receipts shall include all sales made to customers using Prior Gift Cards. (ii) Following the Commencement Date, EN, on behalf of MOBOT, shall work with MOBOT to develop a program under which EN shall offer MOBOT gift cards for sale to gift shop customers ("EN-issued Gift Cards").

s. Safety Policies: EN agrees to abide by all MOBOT safety policies.

t. Press Releases: EN agrees not to communicate MOBOT information to the press.

u. Advertising: EN agrees to have all external advertising approved in writing by MOnOT before placing or contracting for any such goods or services.

v. Exclusivity: EN agrees to refrain from contracting with any other entity in the St. Louis Region for the period commencing on the

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10. MOBOT's Services:

Effective Date until December 31, 2014, without the prior written approval of MOBOT. EN shall notify MOBOT if EN contracts with any other entity in the St. Louis Region after December 31, 2014 through the termination of this Agreement.

w. Butterfl Hou e: . N agree ' to provide purchasing services to the ophia M. achs Butterfly J-louse at no additional cost to MOBOT. bould the Parties mutually agree during the first two (2) Operating

Periods for EN to fully operate the Butterfly House, the terms and conditions set forth in this Agreement shall apply and EN agrees to make capital improvements of no less than $50,000 (including POS).

x. Shipping and Receiving: EN shall load and unload all merchandise upplies, fixtures equipment and furniture and cause the collection of rubbish only through the delivery service door(s) (unless no such dOOl'(S) are provided) of the Shaw location during hours permitted by MOB . EN shall clean up all retail shop trash and rubbish in and arOlU1d tbe d Ii ery areas loading platforms and docks and services corridors that occur in connection with the delivery of retail shop merchandise.

MOBOT shall provide, and be financially responsible for, the following services to EN:

a. Utilities: HV AC and electrical power during required hours of operation and c mputer network cable lines. EN shall pay any and all charges imposed b all pro iders of service to and content for their computer network including, without limitation, telephone companies and internet service providers.

b. Security: MOBOT will provide security service levels consistent with what is currently being provided by MOBOT in the Premises. MOBOT shall not be responsible for any losses that EN may suffer due to shrinkage during the hours of operation but shall be responsible for losses or damages exceeding $2,500.00 per instance to the Premises and the merchandise contained therein when the Premises are closed, and only if such losses are clearly and mutually determined to be the direct result of a MOBOT employee's negligent actions or willful misconduct.

c. lanitorialrrrash and Pest Control Services: When the Premises are open for business, MOBOT will provide, at its expense, janitorial services to the extent that services like emptying trash are part of the daily routine. EN will pay MOBOT for the costs of any necessary

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11. MOBOT Member, Volunteer and Employee Discounts:

12. Inventory:

janitorial services requested by EN or required as a result of EN's operations in the Premises. EN will be responsible for all other cleaning of the Premises. MOBOT shall provide, as its expense, pest control and extermination services in the Premises, in accordance with MOBOT's internal pest control policies.

d. Maintenance and Repairs: EN will be responsible for normal maintenance, repair and replacement of fixtures, personal property and computer POS systems, all of which shall be maintained in keeping with the high standards of cleanliness, orderliness and safety that characterize MOBOT and the Premises. EN will not be responsible for any repair and maintenance requirements that existed but were not completed at the Commencement Date, if any. EN will be responsible for cleanup of all trash and rubbish in and around delivery areas, loading platforms and docks and service corridors that occur in connection with the delivery of merchandise to MOBOT and the Premises. EN may elect to utilize MOBOT's maintenance personnel with regard to EN's maintenance, repair and cleanup obligations and will be billed by MOBOT on a monthly basis for such work. MOBOT shall, at its expense, provide and change light bulbs in the Premises as necessary.

EN agrees to participate in MOBOT's program which offers discounts on merchandise to MOBOT employees, volunteers and Members. In addition, EN agrees to provide the MOBOT employee discount to EN employees working in a MOBOT gift shop operated by EN. Under the MOBOT discount program, MOBOT employees and volunteers are entitled to a 20% discount (30% discount during Employee Sales) and Members are entitled to a 10% discount (20% during Member Sales) off the ticketed or otherwise listed price of each item in the Premises (unless the Parties mutually agree to any exceptions). Verification of MOBOT employment and Missouri Botanical Garden membership must be made at the time of the purchase. EN will be responsible for obtaining and implementing a method to determine memberships when proof of membership is not presented by a customer.

All inventory shall be owned by MOBOT but managed by EN. EN shall provide month-end inventory balances to MOBOT as part of its monthly reporting. Physical inventories shall be conducted immediately prior to the Commencement Date and at least once per Operating Period. Inventory reconciliation shall occur within 30 days of the completion of all physical inventories. All inventory shrinkage prior to and after the Commencement Date shall be the responsibility

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of MOBOT. Unless otherwise approved in writing by MOBOT, at no time shall the value of inventory owned by MOBOT exceed $400,000 per EN's monthly reporting of inventory levels. MOBOT shall purchase all MOBOT -customized supplies (i.e., shopping bags and hang tags) owned by EN within 30 days of termination of this Agreement.

13. MOBOT "MOBOT Trademarks" shall mean the trademarks, service marks, Trademarks and trade names, slogans and logos together with all registrations and Distribution: applications to register any of the foregoing, and all other trademarks,

service marks, trade dress, trade names, symbols, characters, emblems, insignia, slogans, common law trademarks, product names, logos, label designs, product packaging, signage and other indicia of origin and/or any other designations otherwise identifiable with MOBOT and the Premises.

EN shall have a limited, royalty-free license to reproduce certain designated MOBOT Trademarks on select merchandise, provided EN and MOBOT agree, in writing, to the specific MOBOT Trademarks for which the license pertains, and EN's use of the respective MOBOT Trademarks must be: (i) in compliance with MOBOT's approval procedures governing such use of the MOBOT trademarks on the specific types of merchandise set forth in Section 3 of this Agreement, 0 . as otherwise agreed to by th Parties from time to time; (ii) in a mam1er and form d igned to maintain th hioh quality of the MOBOT Trademarks and keeping with the image, reputation and goodwill symbolized by and associated with the MOBOT Trademarks and MOBOT; (iii) in a form and manner that is consistent with the use of the MOBOT Trademarks by MOBOT, and as may be required by MOBOT, in its sole and absolute discretion; (iv) in a manner and form that protects MOBOT's ownership interest therein; and (v) in a manner and form that complies with all applicable federal, state, local and foreign laws, rules and regulations.

Prior to ordering, selling, advertising, marketing, distributing or promoting any products or services using the MOBOT Trademarks on or in connection with the products, labels, tags, signage or product packaging E hall submit to MOB T for its prior review and appro al digital ample of all such materials. MOBOT hall expedite the approval proce and products are assumed appro ed if the have not been rejected by MOBOT within fi e (5) busines da s following MOBOT's receipt of such materials .. EN may not sell any item with a MOBOT Trademark off Premises without MOBOT's prior written approval.

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14. Insurance:

EN covenants and agrees that all uses by it of the MOBOT Trademarks shall inure solely to the benefit of MOBOT and that EN shall not acquire any right, title, or interest in, to, or under any of the MOBOT Trademarks as a result of its use of any of the MOBOT Trademarks under license.

EN shall not intentionally do, nor shall it knowingly permit to be done, any act that may prejudice, impair or otherwise adversely affect the MOBOT Trademarks or the goodwill associated therewith. EN covenants that it will not in any way challenge MOBOT's ownership of the MOBOT Trademarks or the validity of the registration of the MOBOT Trademarks.

Upon termination of this Agreement, EN shall immediately cease any and all use of the MOBOT Trademarks, artwork, photographs, pictures, ad copy, advertising, marketing, caricatures, packaging, designs, sketches, drawings, scripts, manuals, forms, music, website or web page content, or other intellectual property associated or otherwise identifiable with MOBOT and the Premises.

EN shall procure and maintain, at EN's sole cost and expense, throughout the term of the Agreement, the following insurance policies, written by companies licensed in the State of Missouri and rated A - VII or better in the most current issue of Best's Insurance Reports:

a. Commercial General Liability Insurance protecting EN against liability for damages due to bodily injury, property damage, personal or advertising injury with limits of liability not less than Five Million Dollars ($5,000,000.00) per occurrence and annual aggregate and shall include products!completed operations coverage and coverage for personal/advertising injury with the same limits as pertain to premises! operations coverage;

b. Contractual Liability insurance significant to cover EN's indemnity obligations under the Agreement;

c. Worker's Compensation and Insurance to comply with the laws of the State of Missouri; and

d. All-risk Property Insurance including Business Interruption coverage in amounts sufficient to cover and damage to or loss of the inventory, furnishings and equipment.

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15. Inspection, Testing and Audit of Records:

All insurance policies required (as outlined above) by this Agreement shall be in form and content satisfactory to MOBOT and shall name MOBOT as an additional insured with respect to the commercial general liability policy only. All policies will require twenty (20) days written notice to MOBOT before cancellation, reduction or other modification in limits. EN's policies shall be primary and non­contributing with any coverage carried by MOBOT. Prior to the commencement of the Agreement, EN shall furnish to MOBOT a current certificate of insurance for each of the policies required above. Prior to the effective date and no less than thirty (30) days before the expiration date of coverage's evidenced in certificates previously provided, EN shall obtain and deliver certificates evidencing such insurance from its insurers to MOBOT.

MOBOT shall have the continuing right to observe a transaction or transactions between EN and the public conducted on MOBOT's behalf to determine the quality and quantity of merchandise offered to the public, the prices charged for merchandise, the accountability of the revenue received from the sale of merchandise and to confirm that EN's interactions with the public are consistent with MOBOT's standards of high standing and repute.

a. EN shall keep true and complete records and accounts of all revenues to support Gross Receipt calculations. EN agrees to maintain a system of bookkeeping that is consistent with generally accepted accounting principles and to give MOBOT and its authorized representatives access during reasonable hours to such Books and Records (as defined below) upon reasonable advance written notice to EN. Books and Records for the then current Operating Period shall be maintained at EN's corporate offices located in San Diego, California. EN will grant MOBOT and its auditors such access to the records maintained in San Diego, California as is reasonably requested and consistent with Generally Accepted Auditing Standards (GAAS). EN agrees that it will keep and preserve bank statements and deposit slips in either physical or electronic format for at least five (5) years and shall preserve at least three (3) years of register sales summaries in physical or electronic format. With the exception of Books and Records for the current Operating Period, which shall be available for examination in person or electronically by MOBOT upon demand, EN shall make available to MOBOT or its designated representative upon fourteen (14) days written notice, all financial records and related documents required to be preserved under this Agreement. An election by MOBOT to

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16. Termination by MOBOTfor Cause:

review records electronically is not an election of remedies and does not limit MOBOT's right to access the records consistently with GAAS.

b. MOBOT shall have the right at any time, and from time to time at MOBOT's expense, to engage auditors to conduct an audit of all of the books of account, bank statements, documents, records, returns, papers and files of EN ("Books and Records") relating to Gross Receipts, and EN, upon reasonable advance written request, shall make all such matters available for such examination. If such audit shows a discrepancy in reporting of Gross Receipts for the period covered, and an overpayment in the payment of such Percentage Fees shall be finally determined to exist, the amount thereof shall be paid promptly by EN to MOBOT plus a service charge of one percent (1 %) of said sum per month for each month from the date payment was made. If it is determined that an overpayment of Percentage Fees is greater than 5%, EN agrees to reimburse MOBOT for the cost of the audit.

c. At any time during the Agreement, MOBOT may request a copy of EN's most recently audited or otherwise reviewed financial statements; and EN shall provide MOBOT with such statements in a reasonably timely manner.

a. If anyone or more of the following events (collectively, "Events of Default") shall occur, i.e.:

1. EN shall become insolvent, or shall take the benefit of any present or future insolvency statute; or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or petition or answer seeking an arrangement or its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property; or

2. by order or decree of a court EN shall be adjudged bankrupt or an order shall be made approving a petition filed by any of its creditors or by any of its stockholders, seeking its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any law or statute of the United States or any state thereof; or

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3. a petition under any part of the Federal bankruptcy laws or an action under any present or future insolvency law or statute shall be filed against EN and shall not be dismissed within ninety (90) days after the filing thereof; or

4. by or pursuant to, or under authority of any legislative act, resolution or rule, or any order or decree of any court or government board, agency or officer, a receiver, trustee or liquidator shall take possession or control of all or substantially all of the property of EN and such possession or control shall continue in effect for a period of thirty (30) days; or

5. EN shall become a corporation in dissolution; or

6. the interests of or rights of EN hereunder shall be transferred to, passed to or devolve upon, by operation of law or otherwise, any other person, firm, corporation or other entity, by, in connection with or as a result of any bankruptcy, insolvency, trusteeship, liquidation or other proceeding or occurrence described in sub-paragraph 1, 2, 3, 4 or 5 of this Section; or

7. EN shall abandon its operations on the Premises, or, after exhausting or abandoning any further appeals, EN shall be prevented for a period of thirty (30) days by action of any governmental agency from conducting its full operation on the Premises regardless of the fault of EN;

8. EN shall fail to produce substantially complete Books and Records for any Operating Period, sufficient to allow MOBOT to conduct an audit of revenues and the Percentage Fee payments to which EN shall be entitled under this Agreement;

9. EN shall attempt to assign or sublicense this Agreement or the Premises except in strict conformity with the terms of this Agreement;

10. EN shall fail to comply with PCI DSS pursuant to Section 9.0. by December 31,2014; or

11. EN shall breach the CGSF threshold set forth in Section 8;

then, in any of such events, MOBOT may, at its option and without prior notice, terminate this Agreement for cause by sending written

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17. Discretionary Termination by

notice pursuant to Section 18.

b. If EN shall have a change in its ownership control, become a merged corporation in a merger or a constituent corporation in a consolidation, then such merger or consolidation shall not be grounds for termination of EN's rights hereunder if any successor corporation agrees in writing to comply with the terms of this Agreement and MOBOT approves in writing the successor corporation. A "Change in Control" includes any event in which (i) a person or group of persons becomes the beneficial owner, directly or indirectly, of fifty one percent (51 %) or more of the outstanding equity interests of EN, or (ii) individuals who, on the Commencement Date, constitute the EN board of directors cease for any reason to constitute at least a majority of the board of directors of EN.

c. If EN shall fail to make prompt payment to any vendor from whom EN ordered merchandise for sale at the Premises, and if within fifteen (15) days after receipt by EN of notice of default pursuant to Section 19, EN has failed to make such payment, MOBOT may, at its option, terminate this Agreement by sending notice of termination pursuant to Section 18; provided, however, that MOBOT may, at its option, include notice of termination in its notice of default.

d. If EN shall fail duly and punctually to pay any sum required to be made to MOBOT pursuant to this Agreement, or if EN shall be in default of any payment required to be made to MOBOT pursuant to any other agreement between EN and MOBOT, or if EN violates any of the other terms of this Agreement, then EN may avoid termination by curing all such defaults to MOBOT's satisfaction, not to be umeasonably withheld, within the fifteen (15) day period described herein; or by receiving written acknowledgement from MOBOT that a longer timeline established by EN to cure a default specified by MOBOT is approved by MOBOT. If within fifteen (15) days after MOBOT has provided notice of default pursuant to Section 18, EN has not provided satisfactory response, MOBOT may, at its option, terminate this Agreement by sending written notice of termination pursuant to Section 18 to EN at its address specified herein; provided, however, that MOBOT may, at its option, include notice of termination in its notice of default. It is understood and agreed that EN may avoid termination by curing all such defaults within the fifteen (15) day period described herein.

EN and MOBOT agree that either Party may terminate this Agreement at its own discretion any time after the end of the second

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either Part

18. Notices:

19. Governing Law and Jury Trial Waiver:

Operating Period with at least 180 days prior written notice provided to the other party. If MOBOT tenninates the Agreement in this manner, MOBOT shall reimburse EN (upon tennination) for the unamortized portion of its Capital Investment. Under this provision, the amount of unamortized Capital Investment shall be detennined based on use of the straight line method from the Commencement Date through the December 31,2020.

a. All notices required to be given by EN to MOBOT pursuant to this Agreement shall be in writing and sent by certified mail or registered mail, return receipt requested to:

Missouri Botanical Garden 2345 Tower Grove Avenue Saint Louis, Missouri 63110 ATTN: Mr. Rick Angevine EMAIL: rick.angevine@mobot.org

Or to any other place as MOBOT may from time to time designate in writing to EN.

b. All notices required to be given by MOBOT to EN pursuant to this Agreement shall be in writing and sent by certified mail or registered mail, return receipt requested, to:

Event Network, Inc. 9606 Aero Drive, Suite 1000 San Diego, CA 92123 ATTN: Larry Gilbert, President EMAIL: Larry.Gilbert@eventnetwork.com

Or such other place as EN may from time to time designate in writing to MOBOT.

Notice shall be deemed given when received. For all domestic and international purposes, this Agreement shall be governed, interpreted, construed and enforced solely and exclusively in accordance with the internal laws of the State of Missouri without giving effect to Missouri's choice of law rules. Each of the Parties hereby waives its right to a jury trial in any matter arising from or in connection with this Agreement. Any suit must be brought in the appropriate court in St. Louis City or County and EN expressly consents to such jurisdiction and venue.

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20. Indemnification: To the greatest extent allowed by law, EN shall indemnifY, defend

21. Limitation of Damages:

22. Construction and Effect:

and hold harmless MOBOT, its trustees, officers, employees and agents from all claims, losses, actions and damages, liabilities and expenses (including a reasonable attorney's fee) that: (i) arise from or in connection with the EN's use and occupancy of the Premises and/or operations of the retail space set forth in the Agreement; (ii) arise from or in connection with any willful or negligent acts or omissions of EN's agents, staff or contractors; (iii) arise from any breach of a provision in this Agreement including, without limitation, any failure to be PCI compliant in accordance with Section 9.0. (iv) relate to any allegedly unlawful employment practice, including but not limited to hiring or discharge decisions, concerning employment with EN and/or EN employees; (v) arise from the sales of any product including without limitation claims of product liability as well as claims of purported violation of trademark, copyright or patent rights; (vi) any legal action, including but not limited to actions for personal injury, brought by any EN employee(s) against MOBOT that would otherwise be covered by workers compensation; (vii) relate to withholding or failure to withhold income taxes or paying or failure to pay social security or unemployment taxes or other assessments with respect to compensation paid to its employees.

MOBOT agrees to defend, indemnifY and hold harmless EN and its officials, employees and agents against any damages, expenses and fees, including reasonable attorneys' fees, judgments or liability resulting from or relating to any breach, failure to perform or non­fulfillment by MOBOT of any representation, warranty, covenant or agreement ofMOBOT set forth in this Agreement.

In the event that either party defaults under the terms of this Agreement, the defaulting party shall not be liable for any special, incidental or consequential damages suffered by the non-defaulting party, including loss of profits, except as expressly set forth as liquidated damages herein, and all claims, rights and entitlements otherwise are expressly waived and released.

A waiver of any failure under this Agreement shall neither be construed as nor constitute waiver of any subsequent failure. The headings in this Agreement are used solely for convenience and shall not be deemed to limit the subject of the articles or sections or be considered in their interpretation. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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23. Severability: Any provision of this Agreement that is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof.

24. Force Majeure: The obligations of the Parties hereto shall be subject to all laws and regulations, both present and future, of the government having jurisdiction over any of the Parties hereto and to war, acts of God, acts of public enemies, strikes, labor disturbances, fires, floods, and any other causes beyond the reasonable control of the Parties, and, aside from EN's obligation to pay the Percentage Fees, the Parties hereto shall be excused from any failure to perform any obligation hereunder to the extent such failure is caused by such laws, regulations or contingency.

25. Merger and Integration:

26. Assignment:

This Agreement contains all the agreements of the Parties, superseding any prior agreements and writings, and may not be changed other than by an agreement in writing signed by the Parties.

EN shall have no right to sublet or assign its rights under this Agreement. EN shall not permit occupancy of the Premises by any party other than EN.

The undersigned hereby acknowledge and agree to the foregoing as of this 30th day of January, 2014.

Missouri Botanical Garden

By:e~gJ< \, Mr. Robert Herleth, Executive Vice President

EVENT NETWORK, INC.

By:~·~ ______ ~~~~ ________ -+-

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(~4ii '-~~ \ ~~ MISSOURI BOTANICAL GARDEN l,t~1 _ . ~) ~ ,~ •• > •

~

Trans ition Phase ! Date - Updated 1/30114 Action Items COI,tr@ci SiQllsd Jalluary EN-Missouri Botanical Garden. Sij:lnatures

I Product M~g @. MOSOr I March lieview w/Pe~QY EN-MOBOT_ Vendor List / Art Files I Logo Specs / Shoeeing 8arls I Uniforms Ecommerce call I 1'80 EN-MOBOr' Digital Business dls~usSlon - sei expeclailons and iniiial e'ans IT equlpmet'li oi'~ered (POS/lnternet) I Feb 3-7 I EN' Eguiement order elacedl R~an to call Bill confidentiaJl~

IVIO BOT Infol"lllS Si aif I 2/6 Missouri Botanica l Garden MOBOT to communicate changes io retail staff Updated Inven-torv Inform,,(ion provided 2/7 HJ-Missouri Botanical Garden: Current Inventory an alysls/thru Bill-Peggy EN gatiler inventory data @. MOBor Feb 10-14 EN-lIIIissouri Botanical Garden: Conducts Data Galhering/STARS Et)! Town Hall MeeilnQ @ IVIOBOr 2/6 EN-Missoun Botanical Garden. Town Hall meeting with HR resources frolT! EN & MOBOT EN interViews (Siaff) Feb 7/8 EN Interviews of all tnterested staff members EN hweni:orv DISPOSI\lon I Wk of Feb 17 EN-Missoun Botanical Garden invento!y dlsQosillon Staff Eml)IOymeni 011~rs 1\10 latenhan I-eb '14 EN-MISSOUl'1 Botanical Garden Extend orfers (coordinated wiih MOBOT ke:i contact}

Fina l1ce I J.\.ccoun'iinQ CalI/I ntroductions I Earlv February lEI,,] : Monlhl~ Pa~menl Template I Re~ortin9 I1nternal(Parinerl Purchases Office 1 Stockroom Set-UJ.l. End of VVk Februarv 10 EN Office and stockroom set u~ for receiving Delive!)' en' new prOduCt _ BeQlnn ln~ February 17 EN-MiSSOUri Botanical Garden PrOduct dehllel~ starts/placed In EN set-ul2 siockroom

Last Date en< MOGOr' Operations 1 3/2 MISSOUri Botanical Garden Fina! da~ of oQeraling store Store Tr@nsilioll Date 3/3 EN Initial tranSition daie, transition ieams arrive EN conducts Inveniory 3/3 lhru 3/6 ENNVIS(outsource)' Phvslcal rnventory Missouri Bolanlcal Garden I-\udits Inventory rr I pas Insiallatlol1 3/5 EN Insiall pas /IT components Store Merchomdlsmq BeQins 3/5 EN: DeeQ Clean Store 1 Re-Merchandise Store / New Features I ~~ew Si9na~e Yraining I EI'-J - Missouri [loian lca l Garden Orientation WI, of March 3 EN: pas and Guest Service TraullnQ I Missoun Boianlcal Garden: MOBor Orienlaiion 'Siom Ri.opens lIT EN: 8~Ul CJL)eralmgstore - Store Closed 3/3 Ihru 3/6

EN Support TeamlConlaCts " Name Phone Email

Paul Hundhamille r SVP Partnership Development 858-222-6079' 619-201-2502 (cell) I paul. hundhamme~eventnetwor1<. .com A ndrea Froeble Drrector of Palinershlp Development 858-888-0211 (cell) andrea.froehle@eventnelworK.com Miche lle C lcoite (hves In St LOUIS ) Store Dil-ector 858-40 1-3587 mlchelle.clcottercIleventnetwork com Helen Shennan (Product Contact) EVP ProdUct 858-222-6030 I helen.sherman@eventnetwor1<..com Lorena Bubel EVP Purd1aslnQ 858-222-6037 lorena.bubel@evenrneIWork .com Kurt Streitz CIO 858-222-6007 kurt.streilz@ellenlnetwork.com Rvan Close (Svslellls Coni aCl) DJrsGTor of IT 858-222-6003 rvan.close/Cilevenlnetwork.com John Klein (ECOn'imerce Contact) Sr Dtrector Digital 858-222-6006 ·ohn.klein@evenlnetwork.com Larry Evler (Finance Contad) CI-O 858-222-6058 larrv.evler(ci>.eventnetwork,com Hele n Holmes VP of Invenlory 858-222-6029 helen holmes_@ellentnetwork.com Shellv Barca (Inveniorv Contact) Director of Operations 858-222-6013 shellv,lowrvt&eventnetwork.com Merry DeManlllo (HR ContactL EVP of Talenl Development (HR) 858-222-6014 I merry,demartino@evenlnetwork.com Loma DaVIS EVP of Stores 858-222-6039 loma.dallis@eventnetwork com Chen .!l.lexander l.l"i Direclor 858·222-6053 cheri alexander@ellenlner.vorl< com Michael Earlv Director of Construclion 858-222-6011 , 858-863-3369 (cell) rnichael.earlv@eventnelwork com

IIIrlSS0000n Botanical Garden Team \fame Phone Email ~e9gy Lents SVP of Communications. Leads Retail 314-577-0245 ~lenlS@!entsandassoc.com

~icl, Anqevine VP or Flnal,ce 314-577-51 60 rick.anqe\line@rnohoJ.org 30b Herlei.h Executive Vice Presldeni 31 4-577-5142 bob . herfet!:!J.mrnobolor~ ~ebecca fnQram SPHR 314-577-5122 I'2be<:ca.inaram@mobol.or.q 3i11 Dale Director of PlannlJ1Q and Systems 314-577-0883 bill.dale@moboLQrg

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