Purchase Agreement

CFG BANK ARENA SINGLE-NIGHT SUITE RENTAL

1. Event Fees. All Event Fees shall be paid in full simultaneously upon execution of this agreement. Event Fees shall be deemed fully-earned by Licensor upon receipt and shall be non- refundable unless the Event is cancelled. Licensor’ designees will provide food and beverage catering services to the Suite at Licensor’ prevailing rates and terms, and Licensee will promptly pay for such services upon receipt of an invoice therefor.

2. Food & Beverage. Available for purchase.

3. Admission; Access. Licensee’s right of access to the Suite shall be solely by presentation of Viewing Passes, Guest Passes and SRO Tickets (together, the “Passes”), as applicable. Licensee and Licensee’s guests (each a “Guest”) will have access to the Suite from the time the Arena is open to the public for the Event until 30 minutes after the conclusion thereof, which period may be increased or decreased by Licensor at its discretion. Except for rights granted herein, Licensor have the exclusive right to control the use and occupancy of the Suite and all other portions of the Arena at all times, and to access and grant access thereto as it deems necessary or advisable, including during the Event.

4. Prohibition on Resale. Licensee is licensing the Suite solely for its use and the use of Licensee’s Guests and shall not sell to the public, offer or agree to sell to the public, or permit any public sale of, whether voluntary or involuntary, any tickets issued to Licensee pursuant to this agreement.

5. Rules, Regulations and Policies. Licensee shall comply with all applicable governmental laws and orders, and with the rules and regulations adopted by Licensor relating to the use and occupancy of the Suite, including, without limitation:

a) compliance with Arena procedures for the admission of Licensee Guests and distribution of Passes;
b) maintenance of proper decorum by Licensee and Licensee Guests so as not to interfere with Licensor’ business or the enjoyment of the Event by, and the safety of, all other persons in the Arena;
c) refraining from making any improvements, alterations or additions to the Suite (including refraining from displaying any artwork, picture hangings, wall coverings, signs, notices, advertisements or other visible items in or around the Suite) or to the fixtures, equipment, furnishings or anything else provided by Licensee contained within the Suite (or removing any of the foregoing);
d) refraining from bringing any food, liquor, beverages, utensils or cooking equipment into the Arena without Licensee’s prior written approval;
e) ensuring that (i) no person under the age of eighteen (18) is permitted to use the Suite unless accompanied and supervised by a parent or guardian and (ii) no person under the age of twenty-one
(21) consumes alcoholic beverages in the Suite;
f) ensuring that neither Licensee nor any Licensee Guest records, captures, encodes, streams, rebroadcasts, or transmits any Event or any portion thereof; and
g) ensuring that neither Licensee nor any individual or entity to whom Licensee distributes any Passes shall sell or offer to sell such Passes or advertise or use such Passes for sweepstakes or any other promotional, commercial or trade purposes whatsoever.

6. As-Is; Repair. Licensee is entering into this Agreement to use the Rental Suite “AS IS” based on the express agreements of Licensor contained in this Agreement and on Licensee’s own investigation and not in reliance on any representations or warranties by Licensor or its employees or agents not expressly set forth in this Agreement. Licensee shall, within 30 days of notice from Licensor, bear the expense of any maintenance and repair of the Suite and any other portion of the Arena caused by any negligent or intentional acts or omissions of Licensee or any Licensee Guest, which expense may, at Licensor’ option, be increased in the amount of a Licensor’ administrative expense of 15%.

7. Force Majeure. If Licensor are prevented from performing any of its obligations hereunder because of an Act of God, natural disaster, national emergency, war, acts of terrorism (or related security or safety concerns), strike, lockout or other labor disputes, epidemic, pandemic (including COVID-19 and resulting government and/or league limitations), quarantine, or any other cause beyond the control of Licensor (each, a “Force Majeure Event”), Licensor shall have no obligation or liability to Licensee as a result thereof. Licensor shall have the right in its sole discretion to provide Licensee with a refund and/or other accommodation, including, but not limited to, a credit in the amount of the Event Fees for use at future Licensor events. In addition, with respect to any and all services, whether furnished by Licensor to Licensee with or without charge, Licensor shall in no event be liable for a failure to provide such services, or for the acts or omissions of any person or entity with respect to such services, resulting from a Force Majeure Event.

8. COVID-19 PROTOCOLS. IN ORDER TO ENTER THE ARENA, ALL PATRONS (INCLUDING LICENSEE AND LICENSEE’S GUESTS) WILL BE REQUIRED TO COMPLY WITH THE COVID-19 RELATED PROTOCOLS IN EFFECT AT THE ARENA FOR THE APPLICABLE EVENT. SUCH PROTOCOLS MAY INCLUDE PROVIDING SATISFACTORY EVIDENCE OF FULL VACCINATION AGAINST COVID-19 AND/OR OF A NEGATIVE COVID-19 TEST. THE COVID-19 TESTING AND/OR VACCINE REQUIREMENTS FOR THE APPLICABLE EVENT WILL BE AS COMMUNICATED BY LICENSORS PRIOR TO THE EVENT.

Due to the uncertainty related to COVID-19, Licensee’s and each of Licensee’s Guests’ admission to the Arena is subject to all safety and health requirements and policies put in place by Licensor, the Arena, or any Event organizers, including any requirements relating to face masks and enhanced health screenings (including the COVID-19 testing and vaccination requirements described above). Such policies and requirements as they may be updated from time to time (in the sole determination of, as applicable, Licensor, the Arena, and Event organizers) and as they may be communicated to Licensee and/or Licensee’s Guests prior to or during the Event (whether orally or in writing) by, for example, instruction provided Licensor and/or Arena personnel or signage in or around the Arena, are collectively referred to below as the “Safety Requirements”. Licensee acknowledges and agrees that Licensee must, and shall cause all of Licensee’s Guests to, comply with the Safety Requirements (including all requirements that must be satisfied prior to or during Events), and attendance at Events is conditioned on such compliance.

9. COVID-19 Release. On behalf of Licensee, Licensee Guests and Licensee's and/or any of Licensee Guests’ Related Persons (defined below), Licensee hereby releases (and covenants not to sue) each of the Released Parties (defined below) with respect to any and all claims that Licensee, Licensee Guests and/or any of have (or hereafter accrue) against any of the Released Parties and that relate in any way to (a) exposure to COVID-19 or a COVID-19 infection, whether such exposure or infection occurs before, during, or after any Event; (b) entry into, or presence within or around, the Arena or any Event (including all risks related thereto) or compliance with any protocols or Safety Requirements applicable to any Event; or (c) any interaction between Licensee, Licensee Guests and Licensee's and/or any of Licensee Guests’ Related Persons, on the one hand, and any personnel of any of the Released Parties present at any Event, on the other hand, in each case whether caused by any action, inaction or negligence of any Released Party or otherwise.

As used herein: (a) “Related Persons” means Licensee’s and/or any of Licensee’s Guests’ heirs, assigns, executors, administrators, next of kin, anyone attending an Event with Licensee and/or any of Licensee’s Guests (which persons Licensee and/or such Licensee Guest represents have authorized Licensee to act on their behalf for purposes of these terms), and other persons acting or purporting to act on Licensee’s or their behalf; and (b) “Released Parties” means: (i) the direct and indirect owners, lessees and sublessees of the Arena, including, without limitation, Licensor and the City of Baltimore; (ii) all third parties performing services at the Arena; (iii) any parents, subsidiaries, affiliated and related companies of each of the entities described in clauses (i)-(iii); and (iv) the officers, directors, owners, members, managers, partners, employers, employees, agents, contractors and sub-contractors (and employees of such contractors and sub- contractors), insurers, representatives, other personnel, successors and/or assigns of each of the foregoing entities and persons described in clauses (i) – (iii), whether past, present or future and whether in their institutional or personal capacities.

10. Indemnification. Licensee shall hold Licensor, the City of Baltimore, their parent and affiliated entities and their respective directors, managers, members, officers, employees, servants and agents (collectively, the “Licensor’ Indemnitees”) harmless from and indemnify same against any and all claims, suits, causes of action, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) of any kind whatsoever arising out of or in connection with (i) any act or omission, negligence or wrongdoing of Licensee or any of Licensee’s guests or (ii) any taxes levied by any governmental authority by virtue of Licensee’s use of the Suite, and Licensee shall, at its sole cost and expense, defend and protect the Licensor’ Indemnitees against any and all such claims. Each of Licensee’s obligations pursuant to this paragraph shall survive the expiration or earlier termination of this Agreement and shall remain in full force and effect.

11. Representations and Warranties. Licensee hereby represents and covenants to Licensor that: (a) Licensee has not entered into, nor will it enter into, any arrangements or agreements by which Licensee and any other party or parties share the costs attributable to the Suite in consideration for the use of the Suite; (b) Licensee shall comply with all applicable laws in exercising any rights and/or carrying out its obligations hereunder; (c) Licensee has the full rights and legal authority to enter into and fully perform its obligations under this Agreement in accordance with its terms;
(d) this Agreement, when executed by Licensee, will be Licensee’s valid, legal and binding obligation, enforceable against Licensee in accordance with its terms;
(e) the execution and delivery of this Agreement by Licensee and the performance by Licensee of its obligations hereunder have been duly authorized by all necessary persons, parties or entities; and (f) each of the individual(s) executing this Agreement on behalf of Licensee is duly authorized to do so. The parties make no representations or warranties other than the express warranties stated in this Agreement.

12. Dispute Resolution. Licensee and Licensor (the “Parties”) voluntarily agree that any dispute, claim, question or controversy (the “Dispute(s)”) between the Parties arising from or related to this Agreement will be finally resolved exclusively by binding confidential arbitration administered by a single arbitrator of the American Arbitration Association in accordance with its Commercial Arbitration Rules taking place in Baltimore, Maryland. Any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Except as required by law, neither party nor the arbitrator may disclose the existence, content, results, or award of any arbitration without the prior written consent of all Parties. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages. The prevailing party will be entitled to recover from the losing party reasonable attorneys’ fees, arbitrators’ fees and any other fees incurred in connection with the arbitration. The Parties expressly waive the right to resolve any Dispute through any other means, including by jury trial. This dispute resolution provision will survive this Agreement. THE PARTIES UNDERSTAND AND AGREE THAT THEY ARE ELECTING TO RESOLVE ANY DISPUTE BY ARBITRATION AND ARE WAIVING THEIR RIGHT TO A JURY TRIAL.

13. Governing Law. All matters arising out of or related to this Agreement, including without limitation all matters connected with its performance will be governed and construed in accordance with the laws of the State of Washington without regard to conflict of law principles, except for the dispute resolution provisions, which are to be governed and construed in accordance with the Federal Arbitration Act. Subject to the dispute resolution provisions of this Agreement, any dispute arising under or related to this Agreement will be subject to the exclusive jurisdiction of state court in Baltimore County, Maryland, or the United States District Court for the District of Maryland.

14. Miscellaneous. This Agreement (i) sets forth the entire understanding of the parties relating to the subject matter hereof,
(ii) supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof and (iii) shall not be amended, nor may any of its terms be modified or waived, except by a writing executed by the party to be charged. All rights and remedies hereunder shall be cumulative so that no such right or remedy shall be in limitation or derogation of any other such right or remedy. Any consent, approval or permission required of Licensor hereunder shall be given or withheld in the sole discretion of Licensor. Licensee shall be deemed to be an independent contractor and shall not be deemed to be Licensor’ tenant, or agent.