Purchase Agreement

CFP EVENTS INC. HOSPITALITY PACKAGE PURCHASE

Revel XP, LLC

500 West 5^th Street

Suite 1200

Winston-Salem, NC 27101

Note: All deliverables shall be related solely to the College Football National Championship Game (“CFP Championship” or the “Event”) to be held at NRG Stadium in Houston, Texas (“Stadium”) on January 8, 2024, and Licensee’s use of the Suite identified in the Description shall be limited to January 8, 2024 during the time periods proscribed by the CFP Entities (hereinafter defined).

PAYMENT TERMS: Full payment is due no later than seventy-two (72) hours after the execution of this Agreement. All payments are nonrefundable and may only be made via corporate or personal check, or ACH/wire transfer made payable to Revel XP, LLC to be delivered to the Seller’s address listed at the top center of this Agreement. This Agreement is non-cancellable by Purchaser.

1. By signing this Suite Purchase Agreement (the “Agreement”), you (“Purchaser”) agree to the terms and conditions set forth in this Agreement.
2. CFP Events Inc. (“CFP”) does not commit to provide any services until Purchaser has received confirmation that payment in full has been received and CFP has provided the service assignment to Purchaser. CFP and Revel XP, LLC make no representations, warranties or guarantees regarding the quality of services provided by third parties. CFP is making arrangements on Purchaser’s behalf. By signing this Agreement, Purchaser acknowledges and agrees that Purchaser will not hold CFP, its direct and indirect subsidiaries and each of its and their affiliates and respective officers, agents, affiliates, shareholders, members, partners, employees, sponsors and licensees, including, without limitation, Revel XP, LLC, (each a “CFP Entity” and collectively the “CFP Entities”) responsible for the quality of services provided by third parties or by CFP or Revel XP, LLC in connection with making arrangements on Purchaser’s behalf.
3. Purchaser acknowledges and agrees that Purchaser shall not acquire any proprietary or other rights in or to, including without limitation any right to use, the CFP Trademarks (as defined below) by virtue of signing this form. Purchaser shall not, and shall cause its affiliates not, use or display any CFP Trademarks, including without limitation using the CFP Trademarks or any reproduction of them, in any promotional materials (including any materials published on the Internet) related to this Agreement. Under no circumstances shall Purchaser be entitled to produce merchandise bearing the CFP Trademarks. Nothing in this Section 3 shall limit the ability of Purchaser to purchase officially licensed products bearing the CFP Trademarks. For the purposes of this Agreement, “CFP Trademarks” means the names, symbols, emblems, designs, and colors of CFP and its affiliates, the Event, the Stadium and its tenants, and the National Football League. Purchaser acknowledges and agrees that all right, title and interest in and to the CFP Trademarks belongs to the applicable owner.
4. CFP reserves the right to refuse or revoke the admittance (with no refund) to any event described in the Package for any person who acts in a disorderly or disruptive manner as determined by event officials and/or to refuse or revoke the use of any other privileges granted in this Agreement due to such conduct. Purchaser shall comply with all terms and conditions applicable to the game tickets, events tickets, credentials and lodging accommodations provided pursuant to this Agreement.
5. Purchaser shall not resell or transfer all or any portion of the items set forth in the “Description” above (“Package”) to any person or entity without the prior written consent of CFP, which consent CFP may grant or decline to grant in its sole discretion. Notwithstanding the foregoing, CFP hereby consents to Purchaser reselling or transferring all or any portion of the Package to Purchaser’s clients. No element of the Package may be used in conjunction with any promotion, contest, sweepstakes, advertisement or similar commercial endeavor without the prior written consent of CFP, which consent CFP may grant or decline to grant in its sole discretion. In the event of any such unauthorized transfer or use, CFP shall have the right to refuse or revoke the use of any tickets or other privileges provided in the Package, and Purchaser shall not be entitled to, and hereby waives any and all claims against any CFP Entity existing now or in the future for, a refund of any part of the total Package fee.
6. THE CFP ENTITIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, SHAREHOLDERS, EMPLOYEES, SPONSORS AND LICENSEES SHALL NOT BE LIABLE OR RESPONSIBLE FOR, AND HEREBY DISCLAIM, ANY LOSS, DAMAGE, OR INJURY TO ANY PERSON OR TO ANY PROPERTY OF PURCHASER OR PURCHASER’S EMPLOYEES, AGENTS, REPRESENTATIVES, INVITEES OR GUESTS USING ANY PART OF THE PACKAGE RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO THEFT AND VANDALISM. THE CFP ENTITIES SHALL NOT BE LIABLE FOR, AND HEREBY DISCLAIM, ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE PACKAGE IS PROVIDED “AS-IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION OF THE FOREGOING, IN NO EVENT SHALL ANY LIABILITY OF THE CFP ENTITIES TO PURCHASER HEREUNDER EXCEED THE AMOUNTS PAID BY PURCHASER FOR THE PACKAGE.
7. Purchaser acknowledges and agrees that the monies paid for the Package are nonrefundable, and Purchaser shall not be entitled to a refund of any portion of such monies, including without limitation, in the event that Purchaser wants to change the number or type of Packages purchased.
8. In the event (a) the College Football Playoff, the College Football Playoff National Championship Game, a College Football Playoff Semifinal Game (or other event described herein) is cancelled, postponed, delayed or rescheduled due to epidemic, pandemic, quarantine restrictions or other public health advisories or orders, fire, weather, strike, walkout, lockout, labor dispute, governmental order, court order or order by any other legally constituted authority, an act of God, public enemy, war, riot, act of terrorism, civil commotion or any other reason beyond the reasonable control of the parties (“Force Majeure Event”) or (b) any element of the Package is not available due to a Force Majeure Event, CFP and Revel XP, LLC shall be fully excused for, and Purchaser hereby waives any and all claims against any CFP Entity existing now or in the future for, any delay or inability to perform due to the occurrence of any such events. CFP shall make reasonable efforts to recover costs paid by it to third parties for elements included in the Package. In the event CFP is successful in recovering any such costs or in obtaining the Package elements at a different time at no additional expense, CFP will reimburse a proportionate share of such recovered costs to Purchaser for elements that are not available due to such Force Majeure Event and shall deliver all other available Package elements, as applicable. The preceding sentence shall in no way serve as CFP Entities’ guarantee of or commitment to any specific refund amount of the monies paid or provision of replacement Package elements to Purchaser.
9. Purchaser shall indemnify and hold harmless the CFP Entities from and against any liabilities, obligations, damages, losses, claims, demands, recoveries, settlements, deficiencies, costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) that the CFP Entities may suffer or incur in connection with, resulting from or arising out of Purchaser’s (or any third party hired or engaged by Purchaser) for: (a) breach of any of the representations, warranties, covenants or obligations contained in this Agreement; (b) noncompliance with any applicable federal, state, or local laws or regulations; (c) willful misconduct or negligence; (d) performance under this Agreement, including without limitation, any claims arising from or related to the sale, offering for sale, or distribution of alcoholic beverages; or (e) the resale or transfer all or any portion of the Package by Purchaser. In the event of any proceeding between the parties related to the terms or conditions of this Agreement, or the enforcement thereof, the non-prevailing party shall reimburse the prevailing party for all costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection with such litigation.
10. Other than as specifically set forth herein in the description of the Package, Purchaser shall be responsible for all costs incurred in connection with its rights and obligations hereunder including, but not limited to: (a) all costs for services ordered from and/or rendered by any supplier/vendor in connection with this Agreement, such as utilities, telecommunications and security; (b) all materials used by Purchaser, such as staging, tenting, flooring, carpeting, display cases and other functional and design elements; (c) any guest transportation and lodging costs with the exception of the costs outlined herein, including transportation to or from the city in which the event is being held; and (d) any promotional materials used by Purchaser in connection with the Agreement. No CFP Entity shall be liable for, and Purchaser hereby waives any and all claims against any CFP Entity existing now or in the future for, any act or omission of any third party that provides any goods or services to Purchaser in connection with this Agreement.
11. Nothing herein shall be construed as creating a partnership, joint venture, agency or other representative relationship between CFP and Purchaser. Neither party will have the power to obligate or bind the other in any manner whatsoever. Each of CFP and Revel XP, LLC in no way endorses, certifies or guarantees the quality of the products and/or services provided to or by Purchaser.
12. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. This Agreement and any dispute occurring under this Agreement shall be governed by California law and shall be submitted to binding arbitration in the city and county of Houston, Texas. Should litigation beyond arbitration arise, each party hereby irrevocably consents to the jurisdiction and venue of the state and federal courts located in Houston, Texas. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party. No amendment to this Agreement shall be effective unless in writing and executed by all parties. This Agreement, along with any terms and conditions on related documentation (e.g., event tickets and credentials) constitutes the entire agreement of the parties and its provisions supersede any and all prior and contemporaneous agreements or understanding relating to the same subject matter. This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (by PDF or facsimile), each of which shall be deemed an original and all of which, taken together, shall constitute one agreement. Each party agrees that the electronic signatures of the parties included in this Agreement are intended to authenticate this Agreement and to have the same force and effect as manual signatures.

PAYMENT: In consideration for the Packages listed above, Purchaser shall pay to Revel XP, LLC the Total Package Fee (which includes all applicable taxes) as per the schedule outlined below. Payment may be made by (a) corporate check, made payable to “Revel XP, LLC” or (b) wire transfer to the following account: Revel XP, LLC. All payments are nonrefundable and may only be made via corporate or personal check, or ACH/wire transfer made payable to Revel XP, LLC to be delivered to the following address:

Revel XP, LLC

500 West 5^th Street

Suite 1200

Winston-Salem, NC 27101

This Agreement is non-cancellable by Purchaser.

Full payment due no later than seventy-two (72) hours after the execution of this Agreement. PLEASE NOTE THAT CFP AND REVEL XP, LLC ARE NOT UNDER ANY OBLIGATION TO PROVIDE ADDITIONAL INVOICES. PURCHASER ACKNOWLEDGES THAT PURCHASER MAY NOT DECREASE THE NUMBER OR LEVEL OF PACKAGES PURCHASED BETWEEN PAYMENTS (THE PARTIES MAY, HOWEVER, MUTUALLY AGREE TO INCREASE THE NUMBER OF PACKAGES). PURCHASER WILL BE REQUIRED TO PAY FOR ALL OF THE PACKAGES DESCRIBED HEREIN. ADDITIONALLY, PURCHASER ACKNOWLEDGES THAT IF PURCHASER FAILS TO MAKE A TIMELY PAYMENT OF THE TOTAL AMOUNT OWED BASED ON THE ABOVE SCHEDULE, PURCHASER SHALL FORFEIT ANY PAYMENTS MADE TO DATE, AND CFP SHALL HAVE THE RIGHT TO RETAIN THE PAYMENTS WITHOUT ANY OBLIGATION TO PROVIDE THE PACKAGE ELEMENTS TO PURCHASER. IN SUCH EVENT, PURCHASER WILL FORFEIT ALL RIGHTS UNDER THIS AGREEMENT.

DELIVERY OF PACKAGE: Each of CFP and Revel XP, LLC shall not be obligated to provide the Package or an element of portion thereof, unless and until Revel XP, LLC receives the full and timely payment of the Total Package Fee.