GROUP ROOM BLOCK AND RATE COMMITMENT:

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1 Agreement between THE MODERN HONOLULU and HI'ILAWE PRODUCTIONS, INC. Ilona Herzberg Robert Huberman Patricia Guterres Executive Producer Production Manager (On Site Contact) Group Sales Manager 930 Mapunapuna Street 930 Mapunapuna Street 1775 Ala Moana Boulevard Honolulu, HI Honolulu, HI Honolulu, HI (D) (D) (C) (C) This Agreement between ( Group ) and M Waikiki, LLC d/b/a The Modern Honolulu ( Hotel ) and Modern Management Services as agent is effective as of the date it is signed by Hotel ( Agreement Date ). ISSUE DATE: RE: OFFICIAL PROGRAM DATES: These arrangements will be a definite commitment upon signing of this agreement (the Contract ) by both parties. If this Contract is not fully executed by , the room block may be automatically released. GROUP ROOM BLOCK AND RATE COMMITMENT: The Hotel agrees that it will provide, and Client agrees that it will be responsible for utilizing room nights in the pattern set forth below (such number and such pattern, the Room Night Commitment ) at the mutually agreed Group Room Rates : Period One (1) Sunday, July 21, 2013 Saturday, August 17, 2013 {4 weeks} City View $ Partial Ocean View $ Ocean View Studio Suite $ Daily Sub Total Total Room Nights Period Two (2) Sunday, August 18, 2013 Saturday, August 31, 2013 {2 weeks} City View $ Partial Ocean View $ Ocean View Studio Suite $ Daily Sub Total Total Room Nights 1

2 Period Three (3) Sunday, September 1, 2013 Saturday, September 14, 2013 {2 weeks} City View $ Partial Ocean View $ Ocean View Studio Suite $ Daily Sub Total Total Room Nights Period Four (4) Sunday, September 15, 2013 Saturday, September 28, 2013 {2 weeks} City View $ Partial Ocean View $ Ocean View Studio Suite $ Daily Sub Total Total Room Nights Period Five (5) Sunday, September 29, 2013 Saturday, October 12, 2013 {2 weeks} City View $ Partial Ocean View $ Ocean View Studio Suite $ Daily Sub Total Total Room Nights Period Six (6) Sunday, October 13, 2013 Saturday, December 14, 2013 {9 weeks} City View $ Partial Ocean View $ Ocean View Studio Suite $ Daily Sub Total ,843 Total Room Nights Period Seven (7) Sunday, December 15, 2013 Saturday, December 21, 2013 {1 week} City View $ Partial Ocean View $ Ocean View Studio Suite $ Daily Sub Total Total Room Nights 2

3 Period Eight (8) Sunday, January 5, 2014 Saturday, February 1, 2014 {4 weeks} City View $ Partial Ocean View $ Ocean View Studio Suite $ Daily Sub Total Total Room Nights 6,407 TOTAL GUEST ROOM NIGHT COMMITMENT GROUP ROOM RATES: Group Room Rates are outlined in Room Block and Rate Commitment (above). Group Room Rates are subject to applicable state and local taxes, (currently 4.712% for General Excise Tax and 9.25% Transient Accommodation Tax). All taxes are subject to change at any time. All rooms are based on single or double occupancy with maximum room occupancy of four (4) persons per room in existing bedding in applicable categories. Additional person charge is $65.00 for each adult above the age of 18 years old. Rates are net, non-commissionable. Lowest Rate: Hotel may not offer a published room rate lower than what has been stated in this contract to any other groups/individuals/third party providers wishing to book at the hotel over the group dates. Should the hotel extend any type of lower room rate over group dates outlined in this contract, the hotel agrees to extend the lower rate to Group. Previous corporate and wholesale contracts excluded. CUT-OFF DATE: The Cut-Off date is ( Cut-Off date ) 5:00 PM local time at Hotel. After the Cut-Off date, the Hotel agrees to accept additional reservations based on room availability at the Group Room Rate. Failure to reserve rooms in the Room Block prior to the Cut-Off date does not reduce Group s total Guest Room Night Commitment or release the Attrition or Cancellation liabilities below. RESERVATION PROCEDURES: A rooming list schedule is required as indicated below: At signing Initial Rooming list - Period One (1) and Two (2), arrivals start on by 5:00 PM (HST) Updated Rooming list - Period Three (3) and Four (4), arrivals start on by 5:00 PM (HST) Updated Rooming list - Period Five (5) and Six (6), arrivals start on by 5:00 PM (HST) Updated Rooming list - Period Seven (7) and Eight (8), arrivals start on Rooming list must include the guest s first and last name, room type, exact arrival and departure dates. All reservations made by rooming list will be guaranteed for arrival to the Master Account. Reservations requested after the Cut-Off date shall be confirmed based on room availability at the group rate. The Hotel does not confirm reservations to individual attendees in writing. Increasing Room Block: Both parties agree to review the Current Room Block, Group s required rooms and Hotel s occupancy to determine if additional rooms are available. The Hotel agrees to honor the Group Room Rate for up to twenty (20) rooms per night in addition to the contracted Room Block based on room and availability. Decreasing Room Block: Please refer to the Attrition Clause, Page 4. 3

4 NO WALK CLAUSE Hotel agrees that all Sony guests holding reservations shall be housed in Hotel and not be refused or referred to another property. CHECK-IN/CHECK-OUT: Check-in time is 3:00 PM. Check-out time is 12:00 PM (Noon). Should Group require rooms to be guaranteed as an early arrival, Group will pay for the preceding night at the Group Room Rate to confirm. If guests arrive prior to check-in time and the guest room is not available, Hotel will store luggage on a complimentary basis. The Hotel shall accommodate late checkouts subject to space availability only. If late check-out is not available, Hotel will store luggage on a complimentary basis. CONCESSIONS: Hotel will provide the following concessions if at least 80% of the Minimum Guest Room Revenue is received. If Group falls below that amount, Hotel reserves the right to renegotiate concessions. Complimentary Rooms: Complimentary Room Upgrades: Complimentary Room Upgrades: Discounted Suite Rates: Self-Parking Discount: Spa Discount: Room Service/In Room Dining: Complimentary Daybed: Package/Delivery Ten (10) complimentary room nights valid between and for site visit and pre-planning Thirty-five (35) complimentary upgrades to Partial Ocean View Room at the group rate Ten (10) complimentary upgrades to Ocean View Studio Suite at the group rate Ten (10) upgrades to Ocean Front One-Bedroom Suite at a $ discounted rate, based on room availability Discounted rate of $5.00 per vehicle, per day (a maximum of 45 vehicles per day) 10% discount on Spa Services (50 minute treatments) 15% discount on Room Service/In Room Dining (excluding delivery/service fee) Two (2) complimentary use of Poolside Daybed per day (waived $ F&B minimum) All envelope mail is delivered complimentary to the guest room. Excluding boxes, pallets and large items. MINIMUM REVENUE: The minimum revenue anticipated by Hotel under this Agreement is $1,168,247.20, based on the calculation below Total Room Nights x $ Group Rate = $1,025, $143, Applicable Taxes* = $1,168, *Abovementioned revenues include applicable taxes - currently, 4.712% for General Excise and 9.25% Transient which are subject to change. If Group does not fulfill all of its commitments or cancels this Agreement, Group agrees that Hotel will suffer damages that will be difficult to determine. The Attrition and Cancellation provisions below provide for liquidated damages agreed upon by both parties as a reasonable estimate of Hotel s losses and does not constitute as a penalty of any kind. ATTRITION: Group will meet its minimum revenue requirements under this Agreement if it fulfills its Adjusted Minimum Room Revenue based on the attrition allowances indicated below. Minimum Guest Room Revenue: Liquidated Damages $1,168, % of Total Minimum Revenue = $934,597.80* *Abovementioned revenues include applicable taxes - currently, 4.712% for General Excise and 9.25% Transient which are subject to change. 4

5 ATTRITION (continued): These attrition allowances do not apply if Group cancels the Agreement or does not hold the event at Hotel. If Group holds its event at Hotel, but does not fulfill its Adjusted Minimum Room Revenue commitment it will pay Attrition Damages (plus all applicable taxes) as a reasonable estimate of Hotel s losses as follows: CANCELLATION: If Group cancels this Agreement, Group will provide written notice to Hotel (except in the case of Force Majeure), accompanied by a payment in the amount indicated below. *Abovementioned revenues include applicable taxes - currently, 4.712% for General Excise and 9.25% Transient which are subject to change. The parties agree that the amounts included in this Cancellation clause are reasonable estimates of the losses that would be incurred by Hotel and factor in Hotel s ability to mitigate its losses through resale. REBOOKING/RESELL 50% of cancellation or attrition fees assessed shall be credited back toward another event with the Hotel of similar or larger size within one (1) year of the cancellation. Cancellation or attrition fee assessed shall be only for those rooms that were not re-sold by the Hotel. AUDIT At the conclusion of the Group s stay and/or event at the Hotel, the Hotel shall review its records to ensure that all group attendees are captured under group s room block, and reflected in group s guest room total, regardless of the method used in booking a sleeping room. MASTER ACCOUNT: Hotel will set up a Master Account for Group for payment of charges under this Agreement. Group must review all charges billed to the Master Account to ensure accurate billing. PAYMENT OPTIONS: Payment will be made as indicated below. Guest Room Attrition Damages equal: Adjusted Minimum Guest Room Revenue less (-) Actual Guest Room Revenue Date of Cancellation Liquidated Damages From Signature date to thirty (30) days prior to arrival, : 50% of Total Minimum Revenue = $584,123.60* From twenty-nine (29) days, to date of arrival, : 80% of Total Minimum Revenue = $934,597.80* Guest rooms (including taxes and automatic or mandatory charges) : Group Individual Self-Parking ($5.00 per vehicle, per day) Group Individual Incidental charges: Group Individual Group will pay the estimated amount of the Master Account as shown on the deposit schedule. Group will advise Hotel of its expected method of payment of the Master Account at the time of signing. If Group will pay using a credit card honored by Hotel all Master Account charges will be applied to such credit card as outlined in the Deposit Schedule. 5

6 DEPOSIT SCHEDULE: Estimated amount of the Master Account must be paid in advance in accordance with the Deposit Schedule indicated below. Upon contract signature Friday, Friday, Friday, Friday, Friday, $232, room revenue deposit is due $203, estimated room revenue for Period One (1), Period Two (2), Period Three (3) and Period Four (4) plus (+) $28, applicable taxes* $153, room revenue and 100% of parking fees deposit is due $134, estimated room revenue for Period Five (5) plus (+) $18, applicable taxes* and 100% of parking fee $350, room revenue and 100% of parking fees deposit is due $307, % of estimated room revenue for Period Six (6) plus (+) $42, applicable taxes* and 100% of parking fee $350, room revenue and 100% of parking fees deposit is due $307, % of estimated room revenue for Period Six (6) plus (+) $42, applicable taxes* and 100% of parking fee $ room revenue and 100% of parking fees deposit is due $72, estimated room revenue for Period Seven (7), Period Eight (8) plus (+) $10, applicable taxes* and 100% of parking fee Any remaining balance on the Master Account *Abovementioned revenues include applicable taxes - currently, 4.712% for General Excise and 9.25% Transient which are subject to change. FINAL BILLING: Any remaining balance of Master Account will be due upon check out on from the Hotel, less disputed charges. In the event that any charges remain unpaid, Group agrees to pay, in addition to the balance due to the Hotel, a late payment charge equal to the lesser of l- % per month or the highest rate permitted by law on the remaining balance until paid in full. Hotel will request that Group review Master Account with Accounting Department prior to departure. SERVICE CHARGES: In Room Delivery: Housekeeping Gratuities: Porterage*: $5.00 per item, per room is assessed with any gift or letter sent by Group to guest rooms. $5.00 per room, per day is the suggested gratuity for the upkeep of guest rooms. This is not mandatory and is at the discretion of the Group and guest. $4.45* per piece, one way is mandatory for group arrivals or departures ie. bus or shuttle. $3.50 per piece, one way is the suggested gratuity for individuals with luggage - this is not mandatory and is at the discretion of the Group and guest. *Abovementioned revenues include applicable taxes - currently, 4.712% for General Excise which is subject to change. 6

7 SELF-PARKING: The Hotel agrees to provide Group with Self-Parking with unlimited in and out privileges on property for up to forty-five (45) standard vehicles (excluding large passenger vans) at a discounted rate of $5.00 per vehicle, per day (plus General Excise tax). Additional vehicles may be parked based on availability at a discounted rate of $15.00 (plus General Excise tax) per day. Proof of vehicle liability insurance is required for each vehicle and a certificate of liability insurance with minimum amount of $1,000, naming the hotel as additional insured is required. The hotel will designate a specific location for Self-Parking. Each person with a vehicle will be provided with parking procedures and policy agreement which must be signed upon check-in/arrival; failure to do so will result in loss of onsite self-parking privileges. PACKAGES AND DELIVERIES: Packages should not be delivered to the Hotel more than three (3) business days prior to the group s arrival. All packages, boxes and/or materials received by the Hotel will be assessed a $5.00 handling fee, per item, that will be billed to the Client s master account and/or individual guest room upon receipt. Hotel must be advised if storage is required, or of the delivery of pallets shipped to the property for pricing and special delivery instructions. SECURITY: Hotel does not provide personal security and all personal property left in public areas is at the sole risk of the owner. Group will advise its attendees that they are responsible for safekeeping of their personal property. Hotel may reasonably require Group to retain security personnel in order to safeguard guests or property in Hotel. Security personnel are not authorized to carry firearms without advance Hotel approval. COMPLIANCE WITH LAW: This Agreement is subject to all applicable federal, state, and local laws, including health and safety codes, alcoholic beverage control laws, disability laws, and the like Hi'ilawe Productions agrees to cooperate with each other to ensure compliance with such laws. The Modern Honolulu is a non-smoking facility pursuant to Chapter 328 of Title 19 of the Hawaii Revised Statute. Failure to comply will result in additional charges. CHANGES, ADDITIONS, STIPULATIONS, OR LINING OUT: Any changes, additions, stipulations, or deletions, including corrective lining out by either Hotel or Hi'ilawe Productions will not be considered agreed to or binding on the other unless such modifications have been initialed or otherwise approved in writing by the other. LITIGATION EXPENSES: The parties agree that, in the event litigation relating to this Agreement is filed by either party, the non-prevailing party in such litigation will pay the prevailing party s costs resulting from the litigation, including reasonable outside attorneys fees. The parties agree to waive trial by jury in connection with any disputes which may arise from this agreement. LIQUOR LICENSE: Hi'ilawe Productions understands that Hotel s liquor license requires that beverages only be dispensed by Hotel employees or bartenders. Alcoholic beverage service may be denied to those guests who appear to be intoxicated or are under age of twenty-one (21) years old. PERFORMANCE LICENSES: Hi'ilawe Productions will be solely responsible for obtaining any necessary licenses or permission to perform, broadcast, transmit, or display any copyrighted works (including, without limitation, music, audio, or video recordings, art, etc.) that Hi'ilawe Productions may use or request to be used at the Hotel. 7

8 THE MODERN HONOLULU RIGHTS AND LITERATURE: You expressly recognize and acknowledge that your rights under your contract shall not confer upon you any right in, or the right to use the Hotel s trademarks, the name The Modern Honolulu. Any use of the name The Modern Honolulu for location identification purposes shall only be done with the express prior written consent of the Hotel. You further acknowledge that The Modern Honolulu is a federally registered trademark of The Modern Honolulu Hotel Company, L.L.C. Any printed forms or communication tools pertaining to the Hotel or the use of The Modern Honolulu logo must have prior approval from the Hotel. This approval includes print media (newspapers and magazines), broadcast media (radio, television/cable), electronic media (internet, electronic communications), collateral (printed tickets, newsletters) or any other form of advertising or marketing. INSURANCE: Each party will maintain a minimum amount of $1,000, in insurance sufficient to cover any claims or liabilities which may reasonably arise out of or relate to its obligations under this Agreement and will provide evidence of such insurance upon request. For Self-Parking - Proof of vehicle liability insurance is required for each vehicle and a certificate of liability insurance with minimum amount of $1,000, naming the hotel as insured is required. INDEMNIFICATION: Each party will indemnify, defend and hold the other harmless from any loss, liability, costs or damages arising from actual or threatened claims resulting from its breach of this Agreement or the negligence, gross negligence or intentional misconduct of such party or its officers, directors, employees, agents, contractors, members or participants when acting within the scope of their employment or agency. Neither party will be liable for punitive damages. FORCE MAJEURE: If acts of God or government authorities, natural disasters, or other emergencies beyond a party s reasonable control make it illegal or impossible for such party to perform its obligations under this Agreement, such party may terminate this Agreement upon written notice to the other party without liability. DISCLOSURE: Group will be responsible for determining to whom it needs to disclose any terms of this Agreement. ASSIGNMENT: Group may not assign or delegate its rights or duties under this Agreement without Hotel s prior approval. SEVERABILITY: If any provision of this Agreement is held to be invalid or unenforceable, that provision will be eliminated or limited to the minimum extent possible, and the remainder of the Agreement will have full force and effect. 8

9 WAIVER: If either party agrees to waive its right to enforce any term of this Agreement, it does not waive its right to enforce any other terms of this Agreement. This Agreement constitutes the entire agreement between the parties, supersedes all other written and oral agreements between the parties concerning its subject matter, and may not be amended except by a writing signed by Hotel and Group. ACCEPTED AND AGREED TO: By Ilona Herzberg Executive Producer Date M Waikiki, LLC dba and Modern Management Services as agent By Patricia Guterres Senior Sales Manager Date M Waikiki, LLC dba and Modern Management Services as agent By Kelly Kitashima Director of Group Sales Date 9

10 INVOICE ISSUE DATE: RE: OFFICIAL PROGRAM DATES: DEPOSIT: $232, Upon Contract Signature ( Group ) and The Modern Honolulu ( Hotel ) agree as follows: Thank you for choosing the Modern Honolulu for your upcoming program. Per the terms of your agreement this serves as your invoice. DEPOSIT SCHEDULE: Upon contract signature $232, room revenue deposit is due $203, estimated room revenue for Period One (1), Period Two (2), Period Three (3) and Period Four (4) plus (+) $28, applicable taxes* *Abovementioned revenues include applicable taxes - currently, 4.712% for General Excise and 9.25% Transient which are subject to change. Where a portion of a billing is in dispute, payment of those items, which are not in dispute, shall not be excused. TOTAL AMOUNT OF $232, IS DUE WITHIN FIVE (5) BUSINESS DAYS OF THE SIGNED AGREEMENT, WHICH WILL BE APPLIED TO THE MASTER ACCOUNT. TELEPHONE: FAX: DBA ATTENTION: SALES DEPARTMENT 1775 Ala Moana Boulevard Honolulu, HI

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