Purchase Agreement

This Game Day Suite License (this “License”) is effective as of the effective date set forth in the table below (the “Effective Date”) and is by and between XFL Properties LLC d/b/a UNITED FOOTBALL LEAGUE (“UFL”) and the person or entity named as the licensee in the Order Summary (the “Licensee”).

In consideration of the mutual covenants and agreements set forth in this License, UFL and Licensee hereby agree that (a) this License is governed by the Terms and Conditions attached hereto, and (b) the Terms and Conditions attached hereto are hereby incorporated by reference and made part of the License.

1. Grant of License. Subject to the terms and conditions of this License, including, without limitation, Licensee’s timely payment of the License Fee, UFL hereby grants to Licensee a limited revocable license to access and occupy that certain stadium suite designated on the Term Sheet and illustrated in Exhibit A attached hereto (the “Suite”) solely for the purpose of viewing the game(s) set forth on the Term Sheet (each, a “Game”).
2. License Fee. Licensee shall pay UFL an amount equal to the license fee set forth on the Term Sheet (the “License Fee”) no later than the due date set forth on the Term Sheet the (“Due Date”).
3. Credit Card. Upon execution of this License, Licensee shall provide UFL a valid credit card to be kept on file with UFL and the stadium caterer. Licensee hereby authorizes UFL to charge such credit card for (a) food and beverage charges, (b) the License Fee if not timely paid by the Due Date, and (c) the cost of repairs to and cleaning of the Suite that UFL determines, in its reasonable discretion, exceed reasonable wear and tear and result from any act or omission of Licensee or its invitees.
4. Admission Tickets. UFL shall provide Licensee the number of admission tickets to the Suite for each Game as set forth on the Term Sheet. Only those individuals holding an admission ticket to the Suite for the applicable Game are permitted entry to the Suite. Access to the Suite by each ticket holder is subject to the terms and conditions set forth on or applicable to the ticket.
5. Parking. If applicable, UFL shall provide Licensee the number of parking passes for each Game as is set forth on the Term Sheet. Each pass entitles the holder to park one vehicle in a parking area designated by UFL. The pass holder’s vehicle must conform to reasonable requirements regarding vehicle size and height. Parking will generally be available to Licensee from a reasonable time prior to the start of the applicable Game until a reasonable time following the end of such Game. Parking availability and other rules governing parking shall be determined by UFL in its sole discretion.
6. Food and Beverage Services. Food and beverage services are provided at Licensee’s expense by a caterer designated by UFL. Licensee shall pay for all food & beverage charges, including applicable taxes, by credit card in accordance with Section 3(a), no later than at the conclusion of the applicable Game. No food or beverages other than those purchased from UFL’s caterer may be brought into, or be prepared or consumed in, the Suite.
7. Ordinary Repairs and Maintenance. As between the parties, UFL shall be responsible for ordinary cleaning, sweeping, vacuuming, trash removal, and dusting in or around the Suite. Licensee agrees to pay for the cost of all repairs to and cleaning of the Suite that UFL determines, in its reasonable discretion, exceed reasonable wear and tear and result from any act or omission of Licensee or its invitees.
8. Covenants of Licensee. Licensee covenants as follows:
   a. Licensee and its invitees shall use and occupy the Suite in a safe, clean, orderly, and careful manner. Licensee and its invitees shall not damage or deface any part of the Suite. Licensee shall reimburse UFL for the cost of all repairs and cleaning other than reasonable wear and tear and ordinary repairs and maintenance for which UFL is solely responsible under Section 7.
   b. Licensee shall observe and abide by and shall notify its invitees of and require them to observe and abide by, all applicable laws, regulations, ordinances, and orders, and any policies, rules, and regulations that UFL, or the manager of the stadium may establish from time to time concerning the use and occupancy of the Suite, the stadium, and parking areas.
   c. Licensee shall maintain, and require its invitees to maintain, proper order and decorum while using the Suite, including, without limitation, with regard to consumption of alcoholic beverages.
   d. Neither Licensee nor its invitees may create, transmit, display, distribute, exploit, misappropriate, or sell (or aid in such activity) (i) in any form, any description or account (whether text, data, or visual, and including play-by-play data) of the Game(s) for any commercial or non-personal purpose; (ii) any photograph, image, video, audio, content, or other form of display or public performance or reproduction of any portion of the Game(s) for any commercial or non-personal purpose; or (iii) livestreams of any portion of the Game(s).
   e. Neither Licensee nor its invitees may display, or cause to be displayed, in the Suite or its exterior, any item that (i) may be visible from the stadium seating bowl or the playing field; (ii) may interfere in any way with any spectator’s viewing and/or enjoyment of the Game(s); or (iii) contains any commercial or political symbol, message, mark, or sign.
9. UFL Right of Entry. Notwithstanding anything to the contrary in this License, UFL (and for purposes of this Section 9, its employees, agents, and contractors) shall have, at all times, the right to access the Suite (i) to perform its obligations under this License and for any and all purposes related thereto; (ii) to investigate any suspected violations of the terms and conditions of this License; and (iii) for any other purpose in connection with its interest in the Suite. Licensee acknowledges and agrees that this License does not grant Licensee an exclusive possessory or any ownership interest in the Suite or any part of the stadium, or any right to exclude others from, or transfer, the Suite or any part of the stadium. At UFL’s request, Licensee shall immediately cease and desist any activity UFL deems, in its sole discretion, dangerous, objectionable (e.g., excessive consumption of alcoholic beverages), or to be in violation of the terms and conditions of this License, and failure to comply with such request shall be grounds for ejection.
10. Scope of Rights. Licensee acknowledges and agrees that this License does not (a) grant Licensee an exclusive possessory or any ownership interest in the Suite or any part of the stadium, (b) grant Licensee any right to exclude others from, or transfer, the Suite or any part of the stadium, or (c) confer upon Licensee or its invitees any right or privilege with respect to admission to the stadium different than that afforded to other holders of tickets for admission to the stadium. Except for the rights expressly granted to Licensee hereunder, all rights, benefits, and privileges related to the Suite are hereby reserved for UFL. Without limiting the generality of the foregoing, Licensee acknowledges and agrees that UFL has no obligation hereunder to provide security for the Suite.
11. Disclaimer of Liability; Risk of Loss; Indemnification.
    a. For purposes of this License, (i) “Licensee Parties” means the shareholders, members, partners, directors, officers, employees, agents, and invitees of Licensee; (ii) “UFL Parties” means XFL Properties LLC, its parent company and its affiliates, UFL’s applicable hospitality service, the applicable UFL stadium, the sponsors, promoters, and participants of the Game(s), and their respective shareholders, members, partners, directors, officers, employees, and agents; and (iii) “Indemnified Liabilities” means all liabilities, damages, losses, claims, demands, costs, and expenses, including attorneys’ fees and litigation expenses, related to any personal injury, property damage, or economic loss, arising out of or in connection with (A) the use or occupancy of the Suite or the stadium by Licensee or the Licensee Parties; (B) the management of the Suite or stadium, or (C) the presentation of the Game(s) by UFL or the UFL Parties, as the case may be, resulting from any cause whatsoever, including, without limitation, acts or omissions of UFL or the UFL Parties whether arising prior to, during, or subsequent to, the Game(s).
    b. Neither UFL nor the UFL Parties shall be liable for any Indemnified Liability to Licensee or the Licensee Parties unless such Indemnified Liability arises out of the gross negligence or willful misconduct of UFL. Licensee, for itself and the Licensee Parties, hereby assumes all risks related to the Indemnified Liabilities, except to the extent arising out of the gross negligence or willful misconduct of UFL or the UFL Parties.
    c. To the fullest extent permitted by law, Licensee, for itself and the Licensee Parties, hereby releases UFL and the UFL Parties from the Indemnified Liabilities, except to the extent arising out of the gross negligence or willful misconduct of UFL or the UFL Parties.
    d. Licensee hereby agrees to defend, indemnify, and hold harmless UFL and the UFL Parties from and against the Indemnified Liabilities, except to the extent arising out of the gross negligence or willful misconduct of UFL or the UFL Parties.
12. Assignment. Licensee may not assign or transfer this License in whole or in part. Without limiting the generality of the foregoing, Licensee may not sell, transfer, or gift any admission ticket(s) to the Suite as part of any advertising campaign, promotion, contest, sweepstakes, or giveaway without UFL’s prior written consent. Any assignment or transfer in violation of this Section 12 shall be deemed null and void.
13. Notices. All notices, demands, and written communications between the parties required under or related to this License shall be made in writing and deemed delivered upon delivery by certified mail to: (a) the address set forth on the Term Sheet for Licensee, and (b) Attn: Business & Legal Affairs, 600 Steamboat Road, Suite 107, Greenwich, CT 06830 for UFL.
14. Dispute Resolution. All disputes and claims arising out of or related to this License shall first be submitted to non-binding mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Rules in effect at the time a dispute or claim arises. Disputes and claims not resolved by mediation shall be resolved by final and binding arbitration administered by the AAA, or another mutually agreed upon arbitrator, in either case in accordance with the AAA’s Commercial Arbitration Rules in effect at the time a dispute or claim arises. The arbitrator shall be directed to issue a final award no more than ninety (90) days after the initial demand for arbitration, but any failure to timely issue a final award shall neither deprive the arbitrator of jurisdiction nor invalidate any subsequent award.
15. Attorneys’ Fees and Costs. The prevailing party in any judicial or arbitration proceeding arising out of or related to this License shall be entitled to collect from the other party a reasonable sum for attorneys’ fees and other costs and expenses incurred during such proceeding, including, without limitation, in connection with mediations, appeals, and post-judgment collection efforts.
16. Severability. If any provision of this License is deemed by an authority of competent jurisdiction to be unenforceable, then such provisions shall be construed by modifying it to the minimum extent necessary to make it enforceable, and the rest of the License shall remain in effect as written and enforced to the fullest extent permitted by law.
17. Amendments and Waivers. This License may be amended only by a separate written instrument signed by both parties. No waiver of satisfaction of a condition or nonperformance of an obligation under this License will be effective unless it is in writing and signed by the party granting the waiver.
18. Force Majeure. If UFL fails to make the Suite available for Licensee’s use and occupancy for a Game as a result of an unforeseen circumstance beyond its reasonable control (e.g., earthquake, flood, natural disaster, pandemic, public health emergency, act of governmental agency) (hereafter, a “Force Majeure Event”), then UFL shall refund without incurring further liability: (a) the entire License Fee if this License applies to only one (1) Game, or (b) the amount of the License Fee corresponding to the applicable Game(s) if this License applies to more than one (1) Game. If, as a result of a Force Majeure Event, UFL fails to provide Licensee the number of admission tickets to the Suite for each Game as is set forth in the suite capacity field in the table on the Term Sheet, then UFL shall refund to Licensee a pro rata portion of the License Fee in an amount that corresponds to the number of admission tickets UFL did not provide to Licensee as a result of the Force Majeure Event.
19. Disclaimer of Warranties. UFL hereby disclaims all warranties, whether express or implied, with respect to (a) the Suite, (b) the services or items provided to Licensee and/or its invitees by UFL, its employees, agents, and contractors in connection with this License, and (c) the Suite’s suitability or fitness for Licensee’s intended purpose. Licensee accepts the Suite “as-is” and “with all faults” and agrees that, other than expressly set forth in this License, UFL is under no obligation to make any alterations, additions, improvements, or decorations in or around the Suite. Licensee’s obligation to pay the License Fee and other charges (if any) hereunder is not dependent upon the condition of the Suite or the performance by UFL, including any of its employees, of any obligations hereunder. Neither the promotional materials shown or provided to Licensee, nor the illustrations set forth in Exhibit A shall constitute an express or implied warranty with respect to the Suite.
20. Miscellaneous. This License (which, for the avoidance of doubt, includes and incorporates by reference the Term Sheet, these Terms and Conditions and Exhibit constitutes the entire agreement and understanding of the parties with respect to its subject matter. In no event shall UFL be liable to Licensee or the Licensee Parties for any incidental, consequential, indirect, statutory, special, exemplary, or punitive damages. The maximum liability of UFL for any claims arising out of or in connection to this License shall be the License Fee. This License shall be governed by and construed in accordance with the laws of the state of Texas, without regard to its conflict of laws principles.