EX-10.10



 Exhibit 10.10 

NON-EXCLUSIVE SLS BRAND LICENSE AGREEMENT 

(Affiliate Managed) 
 This
NON-EXCLUSIVE SLS BRAND LICENSE AGREEMENT (this “Agreement”) is made and entered into by and between SBE Hotel Licensing, LLC, a California limited liability company (“Licensor”), and Stockbridge/SBE Holdings, LLC, a Delaware
limited liability company (“Licensee”), on April 1, 2011 (the “Effective Date”). Licensor and Licensee may be referred to herein collectively as the “Parties” and individually as a “Party”. 

RECITALS 
 WHEREAS,
Licensor is the owner of all right, title and interest in and to the trademarks and copyrights for the SLS Hotel® brand (the “Brand”) including without limitation the trademarks (a
term that is used herein to include without limitation trademarks for goods, service marks for services, and trade names for businesses) and copyrights listed in Exhibit A, as may be supplemented from time-to-time by Licensor upon the written
request of Licensor, acting in Licensor’s sole and absolute discretion, upon thirty (30) days’ prior notice to Licensee (collectively, the “SLS Intellectual Property”); 

WHEREAS, Licensee desires to use the SLS Intellectual Property in connection with the development of a hotel named the “SLS Las
Vegas”, located at 2535 Las Vegas Boulevard South, Las Vegas, Nevada 89109 (the “Hotel”); 
 WHEREAS, affiliates of both
Licensor and Licensee have entered into that certain Third Amended and Restated Limited Liability Agreement dated as of June 20, 2011 (the “JV Agreement”); 

WHEREAS, Licensee and an affiliate of Licensor have entered into that certain Amended and Restated Development Management Agreement dated as
of April 1, 2011 (the “DMA”); and 
 WHEREAS, Licensee and an affiliate of Licensor have entered into that certain Amended
and Restated Management Agreement relating to the Hotel dated as of April 1, 2011 (the “HMA”). 
 NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual covenants and promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 

1. 
 License 

1.1 Grant of License. Upon and subject to the terms and conditions contained herein, effective on the Effective Date, Licensor grants
to Licensee a royalty-free, non-exclusive, non-sublicenseable, and non-transferable (except as provided herein) license to use the SLS Intellectual Property for the marketing, operation, and/or management of the Hotel (the “License”).
Licensee shall: (a) use the SLS Intellectual Property only in accordance with this Agreement or as expressly set forth in the HMA; (b) not assert or acquire any ownership or other rights in the SLS Intellectual Property other than the
License expressly granted in this Agreement or the Transaction Agreements (defined below); (c) not take any action or assist any other person or entity in taking any action to contest Licensor’s proprietary interest in the SLS Intellectual
Property; and (d) refrain from knowingly undertaking any acts or omissions that infringe upon or 

  
 1 








 
tarnish the SLS Intellectual Property. The effectiveness of this License shall be contingent upon continued performance by Licensee of all its obligations under this Agreement and the Transaction
Agreements. All rights of Licensee hereunder shall be exercisable by SBEHG Las Vegas I, LLC on Licensee’s behalf. 
 1.2 Reserved
Rights. Nothing in this Agreement shall be construed as conferring upon Licensee by implication, estoppel or otherwise, any rights or license, including without limitation any right or license under intellectual property rights, except for the
rights and licenses expressly and unequivocally granted hereunder. For the avoidance of doubt, this Agreement expressly grants to Licensee, the ability to produce, manufacture, distribute and sell, exclusively at any branded-product retail stores
located within the Hotel, products containing or bearing the Brand or the SLS Intellectual Property. All rights in the SLS Intellectual Property other than those specifically granted in this Agreement are reserved by Licensor for its own use and
benefit and/or for the benefit of Licensor. Except as expressly set forth herein or in the Transaction Agreements (defined below), nothing in this Agreement shall restrict, impair, limit or otherwise affect Licensor (or any third party authorized by
Licensor) from using or exploiting the SLS Intellectual Property in any manner whatsoever. 
 1.3 Use of License. To the fullest
extent permitted by law, neither Licensor nor its affiliates shall, directly or indirectly, utilize, or allow a third party (other than Licensee) to utilize, the SLS Intellectual Property in connection with any restaurant, hotel, casino or nightclub
located in Clark County, Nevada (the “Restricted Territory”), without the prior written approval of Licensee, except as otherwise expressly set forth herein and in the Transaction Agreements. Notwithstanding the foregoing, in no event
shall the restrictions of this Section 1.3 prevent or in any way limit the rights of Licensor or its affiliates or any third party from marketing, advertising or otherwise promoting within the Restricted Territory any restaurant, hotel, casino
or nightclub which is located outside the Restricted Territory. For example, Licensor shall have the right to market or promote the “SLS at Beverly Hills” at the Bellagio Hotel and Casino or any other location within the Restricted
Territory. 
 2. 
 Use of
Intellectual Property; License Standards 
 2.1 Standards. Licensee acknowledges and agrees that use of the SLS Intellectual
Property by Licensee can have a substantial adverse affect on the reputation of, and goodwill associated with the Brand and SLS Intellectual Property. Licensee acknowledges that strict compliance with the License Standards (as defined below) is
necessary to protect and enhance the value of the Brand and SLS Intellectual Property and the associated goodwill. Therefore, Licensee agrees that use of the Brand and SLS Intellectual Property under this Agreement shall at all times be, except to
the extent in direct conflict with the HMA, DMA or the JV Agreement (in which case the terms of such agreements shall prevail), in strict accordance with the terms of this Agreement (the “License Standards”). The HMA, the DMA, and the JV
Agreement are sometimes referred to herein as the “Transaction Agreements.” 
 2.2 Ongoing Quality Control and Inspections.
For quality control evaluation and monitoring purposes, at Licensor’s request, Licensee shall make available to the Licensor, representative samples of collateral materials and other items using, displaying, embodying, advertising, promoting,
commercializing, or otherwise exploiting the Brand or SLS Intellectual Property, and permit Licensor to inspect at mutually convenient dates and time, any premises on 

  
 2 








 
which the Brand or SLS Intellectual Property is being used (the “Branded Premises”). Licensor may take photographs and video of the interior and exterior of the Branded Premises and may
use such photographs and video for such purposes as advertising, promotional, training, marketing and public relations, without any compensation to Licensee. 

2.3 Changes to the SLS Intellectual Property. From time to time and at Licensor’s sole discretion and cost, Licensor may modify
all or any part of the SLS Intellectual Property, so long as such modifications are consistent with those required by Licensor for the Brand as a whole; provided, however, Licensee’s implementation of any such modifications shall be subject to
the terms and conditions of the Transaction Agreements. 
 3. 

Intellectual Property Protection 

3.1 Rights to SLS Intellectual Property. Licensee acknowledges and agrees: (a) that Licensor is and shall remain the exclusive
licensor of all right, title and interest in and to the SLS Intellectual Property and the substantial goodwill associated therewith; (b) that Licensee shall acquire no rights in and to the SLS Intellectual Property or the goodwill associated
therewith by virtue of this Agreement and licenses granted hereunder; and (c) that any and all use of the SLS Intellectual Property by Licensee shall inure to the exclusive benefit of Licensor and Licensee in accordance with the terms hereof
and the Transaction Agreements. 
 3.2 Intellectual Property Notices. Subject to the limitations of Sections 5.2.2 and 6.2 of the
HMA, Licensee shall strictly adhere to any usage guidelines for the SLS Intellectual Property that Licensor imposes from time to time in its sole and absolute discretion including, without limitation, any guidelines relating to the form and manner
in which the SLS Intellectual Property is displayed or embodied, and any guidelines relating to trademark notices, copyright notices, or other proprietary legends or markings. 

3.3 Restrictions. Licensee shall not: (a) identify itself as the owner of the SLS Intellectual Property or any right, title or
interest therein or on any registration or application for registration thereof, except as a licensee; (b) apply for or maintain the registration of any trademark or copyright relating to the SLS Intellectual Property anywhere in the world; or
(c) apply for or maintain the registration of any trademark which is the same as, confusingly similar to, or which incorporates the SLS Intellectual Property, anywhere in the world. 

3.4 Infringement. If Licensee learns of any third party trademark which is likely to cause confusion with or dilute the SLS
Intellectual Property, Licensee shall promptly notify Licensor in writing with all the necessary particulars known to Licensee. Licensee acknowledges and agrees that ultimately Licensor shall have the right in its sole and absolute discretion to
determine what, if any, action to take against the third party including without limitation whether to institute and prosecute any actions or proceedings against the third party. Licensee shall cooperate with and provide assistance to Licensor as
reasonably requested in investigating the activities of the third party and in enforcing its rights in the SLS Intellectual Property against the third party, executing, acknowledging and delivering all documents as may be reasonably necessary or
desirable to enable Licensor to protect, defend, or register its proprietary interest in any of the SLS Intellectual Property. 

  
 3 








 3.5 Non-Disclosure of Proprietary Information. Licensee shall not disclose any non-public
information and materials relating to Licensor, the business affairs of Licensor or any hotel, resort, restaurant, spa, night club or other similar operation or facility that Licensor owns, leases, operates or franchises other than the Hotel and the
operations and facilities therein, including without limitation: (a) proprietary software relating specifically and uniquely to the Brand alone; (b) guest lists and guest history files; (c) operational manuals relating specifically
and uniquely to the proprietary instructions, requirements, guidance or policy statements of the Brand alone; (d) material relating to the operation and design standards; and (e) all trade secrets and copyrightable or patentable subject
matter developed, acquired or licensed by Licensor in the operation of any hotel, resort, restaurant, spa, night club or other similar operation or similar facility Licensee, leased, operated or franchised by Licensor or any of its affiliates other
than the Hotel and the operations and facilities therein (“Licensor Proprietary Information”) other than as required under the Loan Documents (as defined in the JV Agreement) or any future loan agreement, as expressly permitted by the
Transaction Agreements, or in connection with the sale of the Hotel. Licensee, at all times during the Term (as defined in Section 5.1 below) of this Agreement and thereafter, shall use all commercially reasonable means to protect the
confidentiality of the Licensor Proprietary Information and shall not communicate or make the Licensor Proprietary Information available to, or use it for the benefit of, any unauthorized persons or entities. If Licensee or any of its affiliates
receives a request to disclose any Licensor Proprietary Information by subpoena, oral question, interrogatory, request for information or documents, civil investigative demand, order, or similar process from the U.S. Securities and Exchange
Commission, the New York or California Attorney General, the Nevada Gaming Commission or any other applicable regulatory agency or governmental authority or from Licensee’s direct or indirect investors, owners or partners, Licensee shall:
(i) promptly notify Licensor; (ii) consult with Licensor on the advisability of taking steps to resist or narrow such request; and (iii) if disclosure is required or deemed advisable, cooperate with Licensor in any attempt Licensor
may make to obtain an order or other assurance that confidential treatment will be accorded to the matters disclosed. Except as set forth in the Transaction Agreements or required by legal counsel, upon the termination or expiration of this
Agreement for any reason whatsoever, Licensee shall promptly, to the extent reasonably practicable, return to Licensor all Licensor Proprietary Information in tangible form that Licensee received from or on behalf of Licensor and shall not retain
any copies or extracts therefrom. 
 4. 

Representations and Warranties 

4.1 Representations of the Parties. Each of Licensor and Licensee represents as to itself as follows: 

4.1.1 It has been duly organized and is validly existing in good standing under the laws of the state of its organization. 

4.1.2 It is duly qualified to do business in all jurisdictions which require such qualification to conduct the business to be conducted under
this Agreement. 
 4.1.3 It has the power and authority to enter into and perform its respective obligations created by this Agreement. 

4.1.4 This Agreement has been duly authorized by all necessary action on its part and has been duly executed and delivered by it. 

  
 4 








 4.1.5 Neither the execution and delivery of this Agreement by it, nor compliance by it with any
of the provisions hereof, will: (a) violate or conflict with any provision of its organizational documents; (b) violate, alone or with notice or the passage of time, result in the breach or termination of, or otherwise give any contracting
party the right to terminate, or declare a default under, the terms of any contract, agreement, understanding or commitment to which it is a party or by which it may be bound; (c) violate any decree, order, injunction, judgment or award
against, or binding upon, it; or (d) violate any law relating to it. 
 5. 

Term and Termination 
 5.1
Term. Subject to the termination provisions below, the term of this Agreement (the “Term”) shall commence as of the Effective Date and continue until such time as the earlier of (a) ninety (90) days after the termination
of the HMA or (b) the commencement of the SLS Brand Non-Managed License Agreement (Third-Party Managed) attached to the HMA as Exhibit B. 

5.2 Right to Terminate. This Agreement may be terminated during its Term or during any renewal terms as follows: 

5.2.1 Licensor shall be entitled to terminate this Agreement immediately upon written notice delivered to Licensee if Licensee engages in an
intentional material unauthorized use of the SLS Intellectual Property and fails to cure such unauthorized use within thirty (30) days after receipt of written notice of the unauthorized use. 

5.2.2 Licensor shall be entitled to terminate this Agreement upon fifteen (15) days’ notice to Licensee if: (a) a material
breach occurs which is of the same nature, and which violates the same provision of this Agreement, as a breach of which Licensor has given Licensee written notice two (2) times within the preceding eighteen (18) months (notwithstanding
that Licensee may have subsequently cured any such prior breaches), (b) Licensee willfully and intentionally breaches this Agreement, (c) Licensee breaches a material provision of this Agreement and the breach is not reasonably capable of
being cured, or (d) Licensee uses the SLS Intellectual Property in an intentional material violation of the terms of this Agreement that is not cured within fifteen (15) days following notice thereof to Licensee. 

5.2.3 Licensee shall be entitled to terminate this Agreement upon thirty (30) days’ prior written notice to Licensor upon the
default or material breach of the HMA by Licensor or its affiliates unless cured within such thirty (30) day period; provided, however, if such default or material breach is non-monetary and cannot reasonably be cured within such thirty
(30) days, Licensee shall have the right to extend the cure period provided that Licensee commences to cure such default or material breach within thirty (30) days after such notice by Licensor and thereafter diligently complete such cure
within sixty (60) days after notice by Licensor. 
 5.3 Obligations on Termination. 

5.3.1 Immediately upon termination or expiration of this Agreement (“Termination”), Licensee shall cease to have any of the rights
granted to it under Section 1 above. 

  
 5 








 5.3.2 Any Termination shall not relieve Licensee from any obligations which accrued prior to the
date of Termination. 
 5.3.3 Licensee shall, upon Termination, take every action and execute all such documents, if any, as may be
necessary or appropriate to reflect the termination of any rights acquired by Licensee under this Agreement. 
 5.3.4 Subject to
Section 16.7.8 of the HMA, Licensee shall, upon termination of this Agreement, on its own behalf and on behalf of its members, managers, directors, officers, employees, agents representatives or any other persons or entities with whom they may
contract to create materials incorporating the SLS Intellectual Property, to promptly cease the distribution, release and use of such items until the SLS Intellectual Property appearing thereon are deleted or removed. 

6. 
 Bankruptcy 

6.1 The parties acknowledge and agree that any delay in the decision of a debtor-in-possession or trustee of the bankruptcy estate to assume
or reject the Agreement (the “Decision Period”) materially harms Licensor by interfering with their ability to alternatively exploit the rights granted under this Agreement during a Decision Period of uncertain duration. The parties
recognize that arranging appropriate alternative exploitation of the Licensed Intellectual Property is a time consuming and expensive process and that it is unreasonable for Licensor to endure a Decision Period of extended uncertainty. Therefore,
the parties agree that the Decision Period shall not exceed sixty (60) days. 
 6.2 Notwithstanding the above, if Licensee commences or
becomes the subject of any proceeding under any applicable bankruptcy or insolvency law, or if a court appoints an administrator, receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Licensee or for a
substantial part of its property, Licensee agrees to reimburse Licensor for all of its reasonable attorneys’ fees and litigation expenses, including travel expenses, photocopying expenses, court and deposition transcript expenses, and other
court costs and related expenses, which Licensor may incur in protecting its rights under this Agreement. 
 7. 

Assignment 
 7.1
Assignment. Neither this Agreement nor the license or any other rights granted hereunder may be directly or indirectly assigned, sublicensed, sold, or transferred by Licensee, except in connection with a Permitted Transfer (as defined under
the HMA) of the HMA or pursuant to an otherwise permitted action under the Transaction Agreements, and any such attempted assignment, sublicense, sale, or transfer, whether voluntary, by operation of law or otherwise, shall be void and of no force
or effect; provided, however, that Licensee may grant a sublicense to SBEHG Las Vegas I, LLC and Licensor. This Agreement shall inure to the benefit of and shall be binding upon the Parties, Licensor’s successors and assigns and Licensee’s
permitted successors and assigns. Licensor, on the other hand, may freely assign, upon notice to Licensee both this Agreement and Licensor’s rights, duties, and obligations under this Agreement to another, but only with the prior written
consent of any applicable lender (not to be unreasonably withheld, conditioned or delayed), including without limitation an assignment to Licensor or to any other entity controlled by Licensor. 

  
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 8. 

General Provisions 
 8.1
Notices. All notices, requests, demands and other communications which may be given or are required to be given under this Agreement shall be in writing, shall be sent by (a) certified mail, with postage prepaid and return receipt
requested; (b) overnight receipted courier service; or (c) by facsimile transmission, provided that confirmation of receipt is obtained, and shall be deemed given on the date of delivery if by mail or courier service on a business day and
otherwise on the next succeeding business day and on the date of transmission if by facsimile transmission on a business day and otherwise on the next succeeding business day. All notices shall be addressed as set forth below, or to such other
address as each Party hereto may from time to time designate by written notice to the other Party as provided herein: 
  

			
	             If to Licensor:
	  	             If to Licensee:

		
	 SBE Hotel Licensing, LLC
 8000 Beverly Blvd.

Los Angeles, CA 90048

Attention:        General Counsel

Facsimile:       (323) 655-8001
	  	 Stockbridge/SBE Holdings, LLC
 c/o
Stockbridge Real Estate Partners II, LLC
 4 Embarcadero Center, Suite 3300

San Francisco, CA 94111

Attention:        Terrence E. Fancher

Facsimile:       (415) 658-3444

		
	with a copy to:	  	with a copy to:
		
	 Paul Hastings LLP
 515 South Flower Street

Los Angeles, CA 90071
 Attention:
        Rick S. Kirkbride, Esq.
 Facsimile:        (213) 996-3213
	  	 Davis Polk & Wardwell LLP
 450 Lexington
Avenue
 New York, NY 10017
 Attention:
        Thomas Patrick Dore, Jr.
 Facsimile:        (212) 701-5136


 8.2 Governing Law. This Agreement has been executed and delivered in, and shall be governed by and
construed in accordance with the laws of, the State of California, United States of America, applicable to contracts made and performed in such state and without regard to conflict of laws provisions. 

8.3 Resolution of Disputes. Except as otherwise provided herein, each of the Parties hereto (a) consents and submits to the
jurisdiction of any state or federal court of competent jurisdiction located in Los Angeles, California, in any action or proceeding arising out of or relating in any manner to this Agreement; (b) waives any claim that any such state or federal
court is an inconvenient forum; (c) irrevocably agrees that any and all actions or proceedings arising out of or relating to this Agreement or the transactions contemplated herein shall be exclusively heard only in such state or federal court.
Service of process in any such action or proceeding brought hereunder may be made by faxing and mailing copies of such process to the address of the Parties provided for hereinabove, provided that nothing herein shall affect the right of either
Party to serve legal process in any other manner permitted by law. In any action or proceeding between the Parties to resolve a dispute arising under or relating to this Agreement, the prevailing party shall be entitled to recover (in addition to
any other relief awarded or granted) its reasonable costs and expenses (including attorneys’ fees) incurred in the proceeding. 

  
 7 








 8.4 Equitable Relief. In the event that Licensee violates or threatens to violate any of
its covenants herein regarding the SLS Intellectual Property owned by Licensor and licensed to Licensee hereunder, Licensor shall be without an adequate remedy at law and, therefore, Licensee agrees that Licensor shall be entitled to enforce such
covenants by preliminary, temporary and/or permanent injunctive or mandatory relief in any court of competent jurisdiction without the necessity of proving damages, without the necessity of posting any bond or other security, and without prejudice
to any other rights and remedies which it may have at law or in equity. 
 8.5 Headings. The headings herein are for convenience of
reference only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the terms or provisions hereof. 

8.6 Construction. Whenever in this Agreement the context so requires, references to the masculine shall be deemed to include feminine
and the neuter, references to the neuter shall be deemed to include the masculine and the feminine, and references to the plural shall be deemed to include the singular and the singular to include the plural. As used in this Agreement, the words
“include” and “including,” and all variations thereof, shall not be deemed to be terms of limitation. 
 8.7 Entire
Agreement. This Agreement (including the schedule hereto, which is incorporated herein and made a part of this Agreement) constitutes the entire agreement and understanding of the Parties hereto and terminates and supersedes any and all prior or
contemporaneous agreements, arrangements and understandings, both oral and written, express or implied, between the Parties hereto concerning the subject matter of this Agreement. 

8.8 Waiver and Amendment. No waiver, amendment, modification or change of any provision of this Agreement shall be effective unless and
until made in writing and signed by Licensor and Licensee. No waiver or forbearance by any Party hereto of its right to enforce any provision of this Agreement shall be construed as constituting a continuing waiver or as a waiver in other instances.
The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of any such rights. No course of conduct or method of doing business shall modify or amend the terms hereof. 

8.9 Severability. If any provision of this Agreement shall be determined to be unenforceable to any extent, the remainder of this
Agreement shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by law. If any provision is held invalid as to duration, scope, activity, or subject, such provision shall be construed by limiting and
reducing it so as to be enforceable to the extent compatible with applicable law. 
 8.10 Cooperation. Each Party hereto shall
cooperate with the other Party hereto and shall take such further action and shall execute and deliver such further documents as may be necessary or desirable in order to carry out the provisions and purposes of this Agreement. 

  
 8 








 8.11 Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 
 8.12 Facsimile
Signatures. This Agreement shall become binding and enforceable upon a Party at such time as a counterpart has been signed and transmitted either personally or via facsimile to the other Party. In the event of transmittal by facsimile, the
signed counterpart shall be deposited in the mail within twenty-four (24) hours thereafter, but the failure to do so shall have no effect on the enforceability of this Agreement. 

8.13 Survival of Terms. All terms, conditions, obligations and provisions capable of surviving the termination or expiration of this
Agreement, other than any rights or licenses granted to Licensee under Section 1 above, shall so survive. 
 8.14
Interpretation. Any rule or law or any legal decision that would require the interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived by the Parties. The
provisions of this Agreement shall be interpreted in a reasonable manner to give effect to the intent of the Parties hereto. 
 8.15 Full
Execution. This document will neither be a binding agreement, nor constitute a note or memorandum of the material terms of an agreement, until each Party has received a copy executed by duly authorized officers of all the Parties. 

8.16 Insurance. Licensee, at its expense, shall obtain and maintain in full force and effect at all times throughout the Term the types
and limits of insurance covering the Hotel enumerated in the HMA and any loan agreement of Licensee with respect to a mortgage of the Hotel, unless otherwise agreed to by Licensor or its affiliates or any current or future lender. All insurance
policies shall include Licensor as an additional insured thereunder. Licensee’s maintenance of such insurance shall not relieve Licensee of any liability or obligation to Licensor under Section 8.17. 

8.17 Indemnification of Licensor. Licensee hereby indemnifies and holds Licensor and its respective members, managers, directors,
officers, employees, agents and representatives harmless from and against any and all liabilities, fines, suits, claims, obligations, damages, penalties, demands, actions, costs and expenses of any kind or nature (collectively, “Claims”)
arising out of: (a) the use of the SLS Intellectual Property by Licensee or any of its affiliates or their members, managers, directors, officers, employees, agents or representatives in violation of the terms of this Agreement;
(b) Licensee’s breach of any of its obligations under this Agreement; or (c) the violation by Licensee or its affiliates or any of their members, managers, directors, officers, employees, agents and representatives of any laws,
statutes, ordinances, orders, rules, regulations, permits, licenses, authorizations, directions and requirements of all governmental authorities and public utilities which now or hereafter may be applicable to any portion of the Hotel or the
marketing and operation thereof, except to the extent such Claims are caused by the gross negligence or willful misconduct of Licensor or its affiliates. 

[Signature Page to Follow] 

  
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 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above
written. 
  

									
	LICENSOR	 		 	LICENSEE
			
	 SBE HOTEL LICENSING, LLC,
 a
California limited liability company
	 		 	 STOCKBRIDGE/SBE HOLDINGS, LLC
 a
Delaware limited liability company

					
	By:	 	/s/ Sam Nazarian	 		 	By:	 	/s/ Darren Drake
	Name:	 	Sam Nazarian	 		 	Name:	 	Darren Drake
	Title:	 	CEO	 		 	Title:	 	Authorized Person








 EXHIBIT A 

SLS INTELLECTUAL PROPERTY—TRADEMARKS 
  

					
	 Trademark
	 	 Application No.
	 	 Registration No.

	 



 Class 43 – Hotel Services
	 	77217226	 	3558338
			
	 



 Class 43 (Banquet Services)
	 	77610299	 	3622975
			
	 



 Class 41 (Pool Services)
	 	77614331	 	3622982
			
	 



 Class 41 (Exercise Facilities)
	 	77304076	 	3565605
			
	 



 Class 41 and 43 – Hotel and Nightclub Services
	 	77304120	 	3683704
			
	 



 Class 43 – Hotel Bar and Restaurant Services
	 	77304164	 	3565608
			
	 



 Class 43 – Hotel Services
	 	77217247	 	3558339
			
	 



 Class 43 – Hotel Services
	 	77217198	 	3558337
			
	 



 Class 43 – Hotel Services
	 	77217183	 	3616680
			
	 



Class 43 – Hotel Services
	 	77217155	 	3623614
			
	 



Class 44 – Health and spa services
	 	77304098	 	3565606


  
 Exhibit A 









					
	 Trademark
	 	 Application No.
	 	 Registration No.

	 



 Class 45–Concierge Services
	 	77304137	 	3565607
			
	 



 Special Event (Class 41) and Banquet Services (Class 43)
	 	77217260	 	
	 ALTITUDE
	 	77471103	 	
	 ALTITUDE AT SLS
	 	77471105	 	
	 BAR CENTRO
	 	77471268	 	3607401
			
	 BATH




	 	77701338	 	
			
	 BODY




	 	77701428	 	3695681
	 BODY LOTION BY SLS
	 	77633526	 	
	 BODY WASH BY SLS
	 	77633317	 	
			
	 C CIEL SPA AT SLS (Design Mark)




	 	77637548	 	3650800
	 CIEL AT SLS
	 	77473603	 	
	 CIEL SPA AT SLS
	 	77586644	 	3664975
	 CIEL-SPA AT SLS
	 	77586651	 	
	 CIEL SPA AT SLS
	 	77977312	 	3665010
			
	 CONDITIONER




	 	77/701473	 	
	 CONDITIONER BY SLS
	 	77633211	 	
			
	 FACE




	 	77701616	 	3695694
	 FACE WASH BY SLS
	 	77633561	 	


  
 Exhibit A 









					
	 Trademark
	 	 Application No.
	 	 Registration No.

	 HANDS




	 	77701585	 	3695692
	 HAND WASH BY SLS
	 	77636452	 	
	 JUST AS IT SHOULD BE
	 	77314571	 	
	 JUST AS IT SHOULD BE
	 	77314507	 	
	 JUST AS IT SHOULD BE
	 	77314740	 	
	 PATISSERIE AT SLS
	 	77351147	 	3599652
	 PILLOW PARTICULARS
	 	77312486	 	3554983
	 PURE
	 	77312551	 	
	 ROJO Y BLANCA
	 	77772900	 	
	 ROJO Y BLANCA AT SLS
	 	77550035	 	3655788
	 S.L.S. HOTELS AND RESORTS
	 	78878647	 	
	 SAAM AT SLS
	 	77535160	 	
	 SAM AT SLS
	 	77471140	 	
	 SATAN LOVES SINNERS
	 	77587818	 	
	 SAVED LITTLE SPACE
	 	77681019	 	
	 SAVE LOVELY SPACE
	 	77670946	 	
	 SAVOUR LIFE SIGHTS
	 	77222618	 	
	 SAVOUR LIFE SLOWLY
	 	77223531	 	
	 SAVOUR LIFE’S SIGHTS
	 	77223572	 	
	 SCENTED LUXURY SACHET
	 	77680653	 	
	 SCORCHED LIPS SATIATED
	 	77680635	 	
	 SCRIBBLE LITTLE SECRETS
	 	77223510	 	
	 SCRIBBLE LOVE SONNETS
	 	77587177	 	
	 SCRUMPTIOUS LITTLE SNACKS
	 	77591705	 	
	 SECLUDED LITTLE SPOTS
	 	77300501	 	
	 SECLUDED LITTLE SPOTS
	 	77300478	 	
	 SECRET LITTLE STASH
	 	77223792	 	
	 SEDUCTIVE LITTLE SECRETS
	 	77671020	 	
	 SEE LIFE SIDEWAYS
	 	77637235	 	3700250
	 SEE LIFE SIDEWAYS
	 	77222562	 	3616693
	 SEE LINGERING SUNSETS
	 	77295125	 	
	 SEE LOVERS SMILE
	 	77586822	 	
	 SEEK LIGHT SUSTENANCE
	 	77587258	 	
	 SEEK LOVELY SENSATIONS
	 	77223806	 	
	 SEEKING LOST SLEEP
	 	77586810	 	
	 SEEKING LOST SOLACE
	 	77587352	 	
	 SEND LAUNDRY SERVICE
	 	77591712	 	
	 SERIOUSLY LAVISH SUITES
	 	77637211	 	
	 SERIOUSLY LAVISH SUITES
	 	77223422	 	
	 SERIOUSLY LOVELY SPACE
	 	77223643	 	
	 SERIOUSLY LOVELY SPACES
	 	77637255	 	
	 SERVE LARGE STEAKS
	 	77587748	 	
	 SEXY LATENIGHT SCENARIOS
	 	77358939	 	
	 SEXY LATENIGHT SCENARIOS
	 	77351171	 	
	 SEXY LATENIGHT SENTIMENTS
	 	77379997	 	
	 SEXY LATENIGHT SENTIMENTS
	 	77358940	 	
	 SEXY LATENIGHT SENTIMENTS
	 	77351207	 	
	 SEXY LITTLE SCENARIOS
	 	77223597	 	
	 SEXY LITTLE SCENARIOS
	 	77443303	 	
	 SEXY LITTLE SCENARIOS (35 and 41)
	 	77443269	 	
	 SEXY LITTLE SENTIMENTS
	 	77379976	 	
	 SEXY LITTLE SENTIMENTS
	 	77271962	 	
	 SEXY LITTLE SENTIMENTS (35 and 45)
	 	77443349	 	
	 SEXY LITTLE SENTIMENTS (35 and 41)
	 	77443281	 	


  
 Exhibit A 









					
	 Trademark
	 	 Application No.
	 	 Registration No.

	 SHADY LITTLE SANCTUARY
	 	77637336	 	
	 SHADY LITTLE SANCTUARY
	 	77586816	 	
	 SHAMPOO




	 	77/701491	 	3695686
	 SHAMPOO BY SLS
	 	77633278	 	
	 SHARE LOVELY SAUVIGNON
	 	77587554	 	
	 SHARE LOVING SENTIMENT
	 	77587196	 	
	 SHE LOOKS SPELLBINDING
	 	77587712	 	
	 SHE LOOKS STUNNED
	 	77587678	 	
	 SHINY LEATHER SHOES
	 	77637545	 	
	 SHOES LOVE SHINING
	 	77536659	 	
	 SHOES LOVE SHINING
	 	77536660	 	
	 SIGN LETTERS SINCERELY
	 	77222578	 	
	 SILLY LITTLE SAYINGS
	 	77223550	 	
	 SINCERE LITTLE SORRY
	 	77670933	 	
	 SINFULLY LATE SUNDAYS
	 	77223771	 	
	 SING LIKE SOPRANOS
	 	77587290	 	
	 SIP LATTE SLOWLY
	 	77587697	 	
	 SIP LIQUIDS SLOWLY
	 	77778583	 	
	 SIP LIQUOR SLOWLY
	 	77587227	 	
	 SLAP LECHEROUS STRANGERS
	 	77591741	 	
	 SLEEPY LITTLE SIGH
	 	77587326	 	
	 SLS
	 	77311393	 	3689950
	 SLS
	 	77215966	 	
	 SLS LOGO ONLY




	 	77215934	 	3616676
	 SLS AT BEVERLY HILLS
	 	77311376	 	3677160
	 SLS BAZAAR
	 	77312588	 	
	 SLS HOTEL
	 	77311414	 	3680479
	 SLS HOTEL AT BEVERLY HILLS
	 	77311335	 	3573631
	 SLS HOTELS
	 	77207312	 	3570468
	 SLS HOTELS PLUS CHANDELIER DESIGN






	 	77216002	 	3635912
	 SLS HOTELS
	 		 	
	 SLS HOTELS AND RESORTS
	 	78960708	 	
	 SMALL LITTLE SCRATCH
	 	77680648	 	
	 SMOOCH LARGE SAILORS
	 	77591695	 	
	 SO LONG SUCKER
	 	77222603	 	
	 SO LONG SWEETIE
	 	77637632	 	
	 SOCIETY’S LATEST SCANDALS
	 	77586835	 	
	 SOCIETY’S LATEST SCANDAL
	 	77/684256	 	
	 SOFT LIKE SILK
	 	77586813	 	
	 SOME LIGHT SNACKS
	 	77300447	 	3565597
	 SOME LIKE SHOPPING
	 	77224663	 	
	 SOME LITTLE SECRETS
	 	77223485	 	
	 SOME LITTLE SURPRISES
	 	77295072	 	
	 SOME LOVELY SPA
	 	77671026	 	3651127
	 SOME LUXURIOUS SURPRISES
	 	77637341	 	
	 SOME LUXURIOUS SURPRISES
	 	77295097	 	


  
 Exhibit A 









					
	 Trademark
	 	 Application No.
	 	 Registration No.

	 SOMEONE’S LINGERING SMILE
	 	77587340	 	
	 SOMETHING LOVELY’S STARTED
	 	77679323	 	3651130
	 SOMETHING LOVELY’S STARTING
	 	77289879	 	3554948
	 SOOTHE LONELY STARLETS
	 	77586676	 	
	 SOOTHING LEISURELY SWIM
	 	77640070	 	
	 SOOTHING LEISURELY SWIM
	 	77586818	 	
	 SOULS LARGELY SATISFIED
	 	77585861	 	
	 SPA LIFE SERENITY – Class 44
	 	77684875	 	
	 SPARKLE LIKE SUNSHINE –
	 	77637261	 	
	 SPARKLE LIKE SUNSHINE – Class 43
	 	77585860	 	
	 SPECIAL LITTLE SCENT
	 	77223819	 	
	 SPECIAL LITTLE SOMETHINGS
	 	77670653	 	3651126
	 SPECIAL LOVELY SPACES
	 	77300549	 	
	 SPECIAL LOVELY SPACES
	 	77300529	 	
	 SPEEDILY LAUNDERED SHIRTS
	 	77591715	 	
	 SPEEDY L.A. SERVICE
	 	77637346	 	
	 STAR LIT SOIREE
	 	77295147	 	
	 STAR LIT SOIREE
	 	77794576	 	
	 STARE LONGINGLY SOUTHWARD
	 	77587218	 	
	 START LISTENING SOON
	 	77591734	 	
	 START LIVING SLOWLY
	 	77223444	 	3623634
	 START LIVING SMART
	 	77375518	 	
	 START LIVING SMART
	 	77375497	 	
	 START LIVING SMARTLY
	 	77375574	 	
	 START LIVING SMARTLY
	 	77375544	 	3696512
	 STEAMY LIAISON STARTING
	 	77587377	 	
	 STROLL LAZILY SOMEWHERE
	 	77587244	 	
	 STYLISH LINEN SUIT
	 	77587738	 	
	 SUGARED LITTLE SNACKS
	 	77637343	 	
	 SUPER LARGE SCOTCH
	 	77591720	 	
	 SURF LOVELY SITES
	 	77/671530	 	
	 SWEET LITTLE SURPRISES
	 	77670931	 	
	 SWEET LITTLE SURRENDER
	 	77675269	 	
	 SWEET LITTLE SNACKS
	 	77786557	 	
	 SWEET LITTLE STRAWBERRIES
	 	77591686	 	
	 SWEETHEARTS LOVINGLY SHARE
	 	77670806	 	
	 SWIFT LAUNDRY SERVICE
	 	77637370	 	
	 THE BAZAAR
	 	77312609	 	3588270
	 TRES AT SLS
	 	77586622	 	


  
 Exhibit A 








 EXHIBIT A (CONTINUED) 

SLS INTELLECTUAL PROPERTY—COPYRIGHTS 
  

					
	 NAME OF COPYRIGHT
	 	 COPYRIGHT

REGISTRATION NO.
	 	 COPYRIGHT

REGISTRATION DATE

	 Ciel Spa Logo
	 	VA0001666162	 	2009
	 SLS Bell Image
	 	VA0001663650	 	2008
	 SLS Monkey Chandelier
	 	VA0001665973	 	2007
	 SLS Monkey Bell Logo
	 	VAu000959993	 	2007
	 SLS Monkey Dancing Logo
	 	VA0001622951	 	2007
	 SLS Monkey Key Logo
	 	VA0001623858	 	2007
	 SLS Monkey Mirror Logo
	 	VAu000960007	 	2007
	 SLS Monkey with Cup for Drinking Logo
	 	VA0001622884	 	2007
	 SLS Monkey with Magnifying Glass Logo
	 	VA0001622889	 	2007
	 SLS Monkey with Ring Logo
	 	VA0001622918	 	2007
	 SLS Monkey Fork Logo
	 	VAu000955052	 	2007
	 SLS Writing Instrument Image
	 	VA0001650715	 	2008
	 SLS Goblet Image
	 	VA0001685934	 	2008
	 SLS Monkey Writing Logo
	 	VA0001623856	 	2007
	 SLS Mirror Image
	 	VA0001650719	 	2008
	 SLS Key Image
	 	VA0001639699	 	2008
	 SLS Fork Image
	 	VA0001640494	 	2008


  
 Exhibit A