oF'F,rcrA L ourFrTTER AREE{qNT

ffective as of June 1,2016 ('EfiCSve DaE') by and between Under

ofle Un
located in
versity are
and successor companies; provided, however, that suclr entities will
be doing business at all times under thc Under Arour brand and witl only use the Unicrsity Marks as contemptaO Uy this
Ageemcnq
and Under Armour, Inc. will be responsiblc for any brcach of this Agreement by any such ntity.
Prelimina rv Sta {em p nts

Divisio
th
iveruity

Armo
(b) us

oys

s to

nd in accoldurce

and
rvee

with the terms and conditions set foth below.

Ercoilent
In consideradon ofthe mutual covenants set forth in this Agreement, and other good and valuable considcration, the reccipt
and sufficiency of which are hereby acknowlcdged, the parties to lhis Agreement agree as iollows;

l.

Dcfinitions,

1.1. 'rAccessoriesr' mens all accessories athletic in nature including, but not limited to headwear, wrstbands,
soc cycwear (including but not limited to sunglasses), arm sleeves, calfsleeves, nd bags.

ns all apparel athletic in nature including, but not limited to protectlve and padded appnrel, game
apparel, rainwear, outerwear, shirts of all typcs, shorts, sweaisuits,.iackets, ann, wim-ups]ana

unifom
athletic

1.3.

t'Apparel C{tegorics" tneans men's, rvomen's, youth,

and toddler/infant,

'4.
1.5.

"Cooches' means thc head coach and the assistant coaches of the Tcams.

gloves.

"Conferonc" neans the intercollegiate nhletic conference to which Teams belong.

1.6.

ttConference Championtt
moars fha regular scason champion or co-champion of the Conftrenc unless lhc
Conference has a championship game. lfthe Confsrence has a championship game, then "Conference Cbampion" means the champion
of the Conference champonshp garne.

1.7.

"Conrected Fitness Productstrmeans health and fitness tools, applications, hardware (including watches, fitness
wristbands, hearl rate monitors and staps, health and progrss scalgs, and other weaLles), softwae, subsciiption .icos and rclatcd
platforns (speciftcally including athletic and atbleticall,v-related pparel, Accessories, Footwear, and Equipment $,ith the capability of
'
measuring bjonetric dat4 and athletic and athletically-rcatcd training and measuement systems, methods, and programs),

1.8.

('Corc

L9.

'Dlrect Competitor"

1.10.

"Distribution Channels"

Tcmstt moans University's Football Team, and Mon's and Women's Baskctball Teams.
means Nike, adidas, Rcebok, Russell, New Balance, Puma, Peak arrd Li Ning.
means any oue or more of

e following

points of sale:

1.10.1 Better Department Storcs / Boutlquer (retail sloros that are hgh-end or elitc dcpaffient stor selling ::
wide range of oducts without a predorninant merchandise line or a small shopping ouilet that specializes in elite and fashionale
item);

1.10.2 Campus / Local (retailers that are store members of the National Association of University Stores, orcarry
textbooks, or carry eighty percent (809) oftheir store inventory for one (l) University; or are independently-owncd fan/giff, shops
located in ttc irumediate canpus communlty; or are Univesity-owned outlets, including student owned/operated stores);

l.l0'3

Intcrnet/ TV / Catalog Mid-Ticr (rales of mid-ter or better tcms through online cxtcnsions of empus
retailers and md-tier/better retailers or salos by retailers that offer commcce via shopping notwork (e.g., QVC, HSN, or Shop NBC)
and published catlogs that are mailed direcrly fo the consumer);

I'10.4

Speclalty Mld-Ticr (retail storee that specialize in a specific range of merchandise and retail items. Most
of stock in items in which they specialize and provide high levels of servics and expertisc.
hicing policy is generally in the medium to high range depending on faotors like the type antl exctusiviry of merchandise and
ownenhip);
stores hav an cxtensive width and depth

I.10.5

Sporting Goods / Sport Specialty / Fan Shops (retail stores that primarily focus ou sports Appercland/or

Equipment); and
I ' I0' Mass Market / lVholesalc Clubs (retail outlets and wholesale centers that focus on high-volume, tow-cost
merchandising (e.g., Wal-Man, Costco, Target),

rEquipmcnt" means sports oquipmcnt used by the Teams and Coaches including
but not limtod to bails (if
applicable)' watches, heart rate monitors, mouth gutds, mouth pioc, wator bottles, catpher' cquipment, banirig gloves, arm ard elbow
gusrdq and lacrossc hard goods, to the extent set forth n SpgS,2. The parties agree tbat "Equipmenf' des not include balls;
provided, howevcr, that Univers wilt not use, adveisg endorse, or promote fhe balls of Nike or adidas during tlre Term.

Irll.

1.12.

'{Footwear' means all footwea athlctic in natrre including but not limited to on-feld clcated footwear, bketball
shoes, runnng and training footwear, sandals, and slides.

.13.

rHed Cocht

means dre head coach ofeach ofthe Teams.

14'

l.
'Pcrformace Productst! means ProducB that (a) have a unique construct on (e.g,, compression/tight gear); and/or
(b) havc moisurre-wicking fabics that assist the wearer during cxcrcise and general athlctic fasks in all types ofweathr; and/or (c) are
rarketed as assisting such constnclion. fabrications, and/or special characteristics.

l5.

"Pltdtct!"

I'

16,

"ltsil Pricing"

means the Accssories, Apparel, Connected Fitness Produc6, Equipment, and Footwear.
means Undcr Armour's then-current retail pricing for the Under Armour Products.

I'17,

"Stafft moans people providing services to the Teams including, but nol limited to athletic department employecs,
equpment managers, and athletic trainers,

L18.

3rTems,' means
all of University's intercollegiate athletic teams.

1.19. "Under Arnour Marlc" means cqtain trademarks and othr indica of origin owned by Undcr Armour which Uuder
Armour provides to University in writing for use in accordance herewith.
1.20.

"Under Armour Products" mans the Products provided by Under Armour

Coaches, ad Staff bcarjng the Undcr Armour Marks or othr Under Armour indicia of origin.

l.2l'

lo Univenity for

"UniverciQ Mark" mearur certah trademarks and other indicia of origin owned by
provides to Under Armour n writing for use in accordance heewjth.

use by the leams,

Univen whch University

1.22,

will

"Wholesale Pricing" means Under rmour's then+urrent wholesale pricing for the Under Armour Products, whch
be qontistent witl the wholegle pricing offered to other Undcr Armour sponsorcd colloges and unlvcrsitc.s during thc Tcrm.

2.

&g'),

Tql4. The initial term of ths Agreement commences on the Effectve Date and continues until May 31,2023 ('Igitbl
unless eadier rminated in accodance wi the tenu snd conditons of this Agreennenl The parties will have the opion to extend this
Agreernent o tho same tens se'l forth bercn followingfhe Initial Term for a period of three (3) additional yers (such period, the
"&E!flglJe@') by rnutually consenting in writing no later than Octobe 1,2022. The fnitial Term and Renewal Tcrm (if applicab
will be collectively referred to herein as the.TeBE." For purposes of this Agreement, a "g$&g|Ygf moans each period of twelve
(12) succesclve months comrnencing on each June I and ending on the following May 3 t during the Term.

3.

Under trmourrs Oblisatonf to Unlver{ltv.

3.1,

Riglt"t$f. Under tumour will pay Univerrity a rights fee of $9.909 in cach Contrct Year ("Lghts Feg"). Tte
Rights Fee will be paid on a quarterly basis in each Contract Year, with each payment installment due on or before July-I,
Octber l,
January I' and April l, respectively, University rvill invoice Under Armou for all Rights Fee payments owed horeundei.

3.1.1 &ghs ae,Rg{.u,cfon fpr Terr.$qn3!ion. Notwithstanding thc foregoing, in addition to any ohcr rights
or remcdies Under Armour.may have, for any Contact Year in which a Core Team set forth below is sanctioncd by the NfAA resuling
in tho prohibition oftplevision ap?earaoccs o a reduction of post-season play or Confcrence championship game
tlay (if applicable) by
the Core Team, Under Armour shall have the right to rcduce the Rights Fee for such Contract Yeu by: (a) thirty percent (O) foi tte
Football Tcam;(b) twentfve porcenl(25Yfi br the Men's Basketbatl Tcam; and (c) twenty percet(z}yfor thiWomen's Basketball
Team. Such reduction righte shall be cumulative. Notwithstanding tlre foregoing, Under Armour acknowledges that University will not
hava an activc Football Team until the commencement of ContractYsar #2.

3.1.2 Reductiopq for-3l|aftins. In addition to any other rights or remedies Under Arnour may have, in any
Contraqt Year in which a Corc Team momber "spats" or tapes the Under Armour Products, and/or obscurcs tho Under Arnour Marks
ori any UnderArmour Poducts (other than foran iojury sustained by such Core Team member that requires taping for stabilitypurposes,
ptovided that University provides Under Armour with notice of such rjury within a rcasonable time period fotlowing such injury, but
in all instances prior to the commencement of the next game), Under Armour shall have the right to reducc thc Rights Fee prwied to
Univenity in such Contract Year as follows:
Occurrence

Product Allowance R.eduction

lr

occunence
2* occunence and each
occurrncs lhereafter

$0

$10,000

For the avoidancc ofdoubt, successive reductions shall be cumulative in a Contract Year (e.g., 3 ocurrences in a Contract Year would
result in thc Rights Fce beng reduced by a total of$20,000 in such Contaot Year).

3.2.
fo

Product Allo\Y4IcS. Under Armour shall provide Univers with Under Armorr Products in each C.ontract Year as

lows ( "PJodu&lllguga9")

Conlract Year

#t 16t1 6 - 51/r7)
#2(6il/ 7 -5 rE)
fi tLtl 8-5/3 n9)
#4 (6lll 9-st3 D}l
#56t1no -s nt)
H6

#7

(iltu - st3 /22\

6ltn2 -

5t3

n3)

Product A.llow nce dnro

un

,' ,075,000
$ .050.000
$
$

.000.000
.000.000

$ 010.000
s .020.000
$ ,030.000

TheProductAllowanceshall bevalucdatRatail Pricing. Unlversityshallspeciffthquantity,type,andsizeofUnderAnourProducts

to be provided by Undcr Arnlour to fulfill thc Product Allowancc and slrall notify Under Amour of the same in writing. The cost of
$ing the Under Armour Produts from Under Armour 1o Unversity (excluding FedEx standard ground shipping whch will be paid
for by Under Armour) will be charged ogainst University's Product Allowance and such costs are set forrh in Ehi]t athched hersto.
Universty acknowledges and agrees that it shall be responsiblc for ensuring that all lJnder Armour Product orders are made in
compliance with Undcr Armour's Product ordering prccedures and NCAA ntles and regulations. Under Armour Products provided to
Univemity pursusnt to the Product Allowanc are not permitted for reale , Any unused Product Allowancs amountr in a Conbact Yeqr
will be furfoted and will not rollovcr to thc ncxt subsequent Contacr Yea,

3.1,

ComFg$orstivc Football Unlforrus. In Contnct Yea ilZ only, Under Amour will dasgrr and produce a
ommemorfive football uniform and certain sdeline Products 1o honor the return of Univrsity's Football Team. Thc cost of sucb
uniforms and additional sideUnc Products are ncluded in the Product Allowance amount for Contact Year #2 st forth in Sgig!
above.

3,4.

d{ifioal Products; lf in any Contact Year Univorsity re.quir additional Products for use by the Team, Coachcs,
or Staffbeyond the Product Allowance for such Contract Year (including without limitation any Products for any Univers operared
sports csmP, clnic, or other athletic-rolated evenf) ('AC.4itigriC,P,r.odH['), University shall purche any and all such Additional
Producb from Under Armour af Wholesale Pricing, ard shall not purchase such Additioral Products from any third parry. In de ovent
the amount of Additlorul Products purchased by Univenity or a Coach (in its capacity as a University Tcam Coach) in a Contract Year

is wthin the rang sct forth bclow, underArmour will provide

university
at Retail Priciog) in such Conlract ysar a no cost to Univanity.

with the coresponding additional productAllowance (valued

.Amount of Additional prodqcts

Purchasei by Universitr at Wholesle priin

Add if ional

$400,000 - $499,999
500,000 - $s99.999
$600.000 - $699.9-ee
$700.00

Bl

Product Allownce
$25,000

1{n on
$75,000
$100,000

w.1l gfe.xamplq if in a cortrast Year, univctsity and Coachas purchase

S550,000 worfh of Additional products, Under fumour
Rtail pricing in such conrract year.

proride univcrs with an cdditional Product Atloiance of $50.0b0

will

"auJ-or

sarion set forth in Ethi-il attached

hieves, and provides Under Armour
Bonuses set forth in Exhibit B stratt

to the terms of the license agreemem,

3
Unlversiry shall ensue that Under Armou and GFSI, respectively, shall have the right to
'6'
sell Under
Products bearing the University Marks.

3'6'2 ui1eitr hreby grants to under Armour the orclusive right beginning on the Effectye

following Produc-ts bcaring the Univensity ni"iks:

(a)

all authentic competition apparel

practices, games, exlibitions, and other ofcal University actvitie
s;

worn by the

fumour

Date to sell the

Teams and their respective Coaches during

and (ii) for rhe purposes of this !S!ig"6! Under rmour

el until the replica uniforns arc manufactred, shipped, and

(")

all Performace products.

3.6.3 University heeby gnn to Under Armour the npn-exclusive right beginoing on the Effcctivo Dare to sell
non-Porformancc Products bearing the University Marks.
rights granted hcrein cither tse lf and/or pursuant to its agreement with GFSI
ract_n the firtrrrc, provided undcr Armour, GFSI, or such lird party h a.
ther third party to which university has granted the right to subiiccnse thc
must be first arnong th relil produc offtred on the athletics
, through Retail Agent, shall notifl all University licensccs of the
of this Agreement ln addition, Universiry and Retail Agent
(60) days of executjon of this Agreement n any manneifor

3.6.6 Unversity agres not to license or permit the licensing of the University Marks by any Dlrecr Compettor on
products (including, nrithout limitation, Products) ol services. Notwithstandingnything
contaned in this.Sectioni.li U,u'conr".rl,,

Under Armour acknowledges rat University has licensed to Direct Competitors the right to use Univercity Marks on Products through
Deccmber 31,2016, and such license will not be deemed to be a brcach of this Agreerncnt.

3,6.7 The rcyalty amounts payable to University pursuant to e sale of Products bearing the University Marks and
Under Arnour Marks shall be reftected in a separate retail license agrement between Under Amour or GFSI and University.

4.

Unvcrsit?'b Obligajn to Under 4frm-r.

4.1.

Cochs. Stff. end Tenms. Univcrsity hercby grants Under Amour lhe exclu.sive right to supply the Teams,

Coach, and Suff wittt the Products. University shall not enter into an agrccmont (i) for thc purchase, gifr, sponsorship, exchange,
promotion, cndorsement, or advertiscmcnt of any Poducts with rpect to thc Teams, Coaches, or Staffor any of the Team's facilitics
(provided, however, that with respect to any Team's facilitics, in the event such facilities are used fo non.leam-related evcnts or gamcsr
such concerb or reccational evcnts, third party sgnage may be displayed during such events), or (ii) with any rird party ifsuch third
party has the namg "Armour," "rmo" or any other tcrm confusingly simila thereto as its name or the ame of irs prodrrcts orservices,
unles otlrcrwise approved in advance by Under Armour. Furttrer, Univorsity shall not authorizc any Coach, Staf[, or Tcam mcncr to
ndorsc, promotg advcrtise third party Pruducts. University will rcquirc the Coaches, Staft, and Teams to wear and use the Under
fuioour Poducb exclusively for: (a) all Team actjvities, workouts, practices, games or other competitions, and sports camps o clinics

ib Coaches; (b) atlrletic-related photographs (whether still or moving); and (c) at interviews or prss
conftrens, public appearances, durng any Coaches' shows, and when speaking for or acting as a representative of the Teanrs.
University shall not allow Coaches, Stafl or Teams to wea and/or u$e any Products provided by any third party when acting as a
represcntatir,e of a Tearn; provided, howevcr, that Undsr Arrnour acknowledgcs that tho wcaring of businesswoar or formalwca when
appropriate, shall be permissible. University shall not sponsor, so-sponsorr or endorse any competi0or or any Products of any third party
at any C-oach or University operated sports camp, clinic, trournament, or other athletic event, and if any University opcnted camp or
clinic provides Performance Products 10 camp or clinic attendees, such Performance Productr wi[ be Undcr Armour Products.
Univershy will use best efforts to cncourage the wearing and use of Undcr Armour Products for any marketing and/or studen $ection
activatons during tbe Term. Notwthstanding anything to thc contrary hercin, thc parties agree that (x) University's track trn may
purchase and use (but not endorse or promote) track and fcld shoes fronr a Nonirect Competitor; (y) Univorsity's baseball and softball
tcams may purchase and use (but not endorse or promote) basball and softball pnrtectiv wear (excluding catchors' cquipment which
shall be Under Armour), om a non-Direct Competitor; and (z) University's baseball tam may purche and use (but not endorse or
promotr) headwear from The Game during the 2016-2017 season,
operated by University or

4,1,1 Third P.nrfv Aerergnfs. Norw*ithstandng anything contained herein to the contrary, Undor Armou acknowledges
fhat Univenity has third pay agreements in placo for the supply of Equipmont as follows: Molten USA, Inc., Wilson Spoiting Goods
Co. and The Game (each, a "Ihird Pq4y Agrcetrrent." collectively, "Third PttJ Aatesrents"), Subject to Univeiy's rights and
obligations in the Third Party Agroements (including any rights of fint negotiation and first refrrsal), upon the tennination or expration
of a Third Pany Agrcement, and if Under Arnour at that time makes ard provides such Equipment, Univrsity will source such
Equipment cxslusively from Under Armour and not ftom any other third party. lq upon th termination or expiration of a Third Parry
Agreemen! Under Armour dos nol make and produoe such Equipmcnt, University will be free to source such Egupment from a nonDirect Compctitor subject to $g!ig!.1 below.

4,2.

Soortp E$ld,Urlc|3. Subject to any Third Party Agreernents, in t}e event that tlre Coaches, Teams, or Staffmembers
require Products tlat arc unavailable through Under Armour (e,9., volleyball specific-shoes, golf clubs, etc.), the Coaches, Team, or
Stff members may use third party Products provided thae (a) guch Products are not licensed, supplied, manufactured, developed,
distributed, marketed, branded, or sold by a Direct Competitor unless a studenl athlete believcs in good fhith tlrat a Product rnade by a
Direct Competitor is besl for the sdent attlete's welfarc and satet in whicb ase any rd party nnes, logos, or other indicia of
origin will be covered or rernoved fiom such Poducts so as not to be visible; and (b) neither University nor any Coach, Staff, or Team
mcnber shall endone, sponsor, prcmote, or advertise such thid party Products. Notwithstanding the foregoing if such Products are
unavallable fom both Under Armour and a non-Direct Compstitor, University may sourc such unavailable Producr ftom a Direct
Competitor, University shall ensure that any third party indicia of origin is not visiblc on such Producu unlcss removing or covoring
such third party indicia of origin deslroys such Products; provided, however, that under no cjrcumstanaes may any Diroct Competitor
indicia of origin appear on any competitiou Apparel. If at any time during tbc Tem Under Armour lras business plans to provide any
Products that itprcviously did not rrovide, then Under Annour shall give Universty prior wrien notice of the Products Under Amour
inlends to provide. Once Undcr Armou provides lhe previously unavailable Produots, Under Armour shall supply samplcs'ofsuch uew
Products to the Univers for its approval, which approval shalt not bo unreasonably withheld. Under Annour acknowledges tht the
University's disapproval ofsuch previously unavailable Products shall be deemed reasonable for legitima reasonr elatcd to tre safety,
performance, or durability. ln the cvcnt University does not approve such previously unavailable Products n its reasonble discretion
for legitima reasons, Unversity shall provide Under Armour \ith ryritten roasons for its disapproval, and Under Armour shall have a
rcasonable timc period to addross University's rqasons for disapproving such prcviously unavalable Products, lf Univcrsity agan
disapprovcs such previously unavailable Products in its casonable disuction for legitmate rasons, lhen University may source thc
new Producb ftom a non-Direct C-ompetitor (or Direct Competitor, ifsuch Poducts are unavailable froru a non-Direcl Competitor, so
long as indicia of origin is not visible). Undr Armour shall have thc right to rcsubnit the previously unavailable Products (taking into
5

account the reasons why the University did not approve such items) to University in the next subsequcnt Contract Year for Univerrity's
approval in accordance with the abovc procedures. If University approves the ncw Products, then: (a) the applicable Teams shall wer
andlor tsc suchnew Products; (b) such Products shell bc deemcd to be includcd in the denition of "Products" and covered by thc
applicable tcrms set forth heein; and (c) University shalt no loirger be permitted, for the romainder of the Term, to sourGe such Prduct
from a manufacturer other than Under Armour unless I student athlete believes in good fifh that a Product made by a Direct Competitor
is best for the student athlete's welfae and safet in which case any 1ird party names, logos, or oter indicia of origin will bo covered
or rmoved from such Productr so as not to bc vsible,

4.3,

Wcar TestinB, Subject to NCAA rules, Universfy shnll ensurc that Teams, Staff, and Coaches shall make themselves
reasonably available to Under Armour widr respect to wear testing Under Armour Products in development. Teams. Staff, and Coaches
shall, as ruquescd, rcport to Under Armour, either orally or in writing if so rtquosted by Undcr Armour, on the Undcr Armour Products
supplied to Teams, Staff, and Coaches, Such wrien or oral reports shall address the ft, design, u,ear charaotoristics, ftrnotion, nraterials
ud construction lechnques of the Under Armour Products the Teams, Staff, and Coaches tvear. The actual Under Arrnour Products in
development and y information regarding such Under Armour Products is confidential. If requested by Under Armour, thc Under
Armour Products in development shall be slrrouded or tested in a private location so as to maintain the confidentiality of such Under
Armour Poducts and Undcr Armqur shall assist University with these cndcavors. Under Armou is the owner of all righ! titlc, and
intcrest in and to any and all rights in and to all intelletual property rights including, but not limited to all patents, trade secrets,
copyrights, and trademarks crcated by Under Armour and/or Teams, Staff, or Coaches in connection with such Under Armou Products.
Tcms, Staff, and Coaches hereby assign and oonvoy to Under Armour all suoh intellectul property and execute all papers and do all
things necessary to cffect the foregoing or to perfet or enforce any propristary rights in such Under Armour Products.

4.4. Limitatin of l+jb,litv, UNDER ARMOUR HEREBY DISCLATMS AND UNIyERSITY HEREBY WAIVES
EXPRESS AND IMPLIED WARRANTTES (INCLUDING, \ryITHOUT LIMITATION, THB 1ryARRANTIES OF
IUERCHANTABILITY OR FTTNESS FOR A PARTCULAR PURPOSE) rilfTH RESPECT TO THE UNDER ARMOUR
PRODUCTS. UNDER NO CIRCUMSTANCES SHALL UNDER AitUOUn BE LTABLE FOR CONSEQUENTTAL,
ALL

SPECIAI4 INDIRECT' PUNITIVE' EXEMPLARY'

OR INCIDENTAL

DAMAGES INCLUDING, IryITHOUT

LIMITATION, LOST PROFIS AND OPPORTUNITY COSTS, ARIEING OUT OF THIS AGREEMENT.

4,5,

Agpcrnsnccs bv ft$d Coacheq. In connection with the endorsemct and promotion of the Under fumour Products
fumour, upon reasonable prior notice and subjsct to each Heod Coach's coaching obligatons and Conferenco rules, each
I{ead Coach shall be available for tYto fz'l d:vs per Contract Year to make pereonal appearancs on bchalf of Under Armour and/or to
partiopate in the production of marketing advenisemen or promotional materials. Howover, nothg herein rcquires Under Annour
to utilizp any Hend Coach for any personal ppearances or production activities. Under Armour is hcreby granted the right to use each
Hcad Coach's rights of publicity. as allowcd by Conforrnce rulos, including but not limtod to each Hcad Coach's namq signature,
nckname, voice, photograph, or'likcness in connection with such materials, as well as in conncction with Urder Armour and the Undcr
Armour Products. Under Armour shall pay all reasonable and neccssary transportation, meal, and lodging cxpenses of Hed Coach in
oonnection wlth the aclvities set forth in ths Sc.tig! 41.,f: r\t any personal spperancos by any Head Coach, each Hcad Coach shll
wear the Under Armour Produots.
andi/or Under

4.6.

Vielbllitv of Undef ,ArmQuf M,.4rkq, Under Atmow Products shall be worn or used in the condition received from
Under Armour, Univeraity shall not (and will require that Team members, Staf[, and Coaches shall uot) retnove, u,rap, tpe, spat, or
ohange any Under fumour Producb (including, but not lirnited to the Under Armour Maks) or sdd the name, tradcnark, adenamE
servic mark, logo, symbol, design, or identification of any third party unless required by the Conferencc or NCAA, or unless modically
neces$ary to do so. Unauthorized "spatting" and/or taping of Under Armour Producls by any Tcam mernber, Staff mcmbcr, and/or
Coach shall be inconsistent witlr the purposes of this Agreemenl, and Under Armour shall be permined to reduce the Rights Fee pursuant
o Secttq 3'l 2. above. Under Armour recognizcs thal current NCAA rules (bylaw 12.5.4) govern the size and occurrences of a
tnaufactureis or distributot's tademarks on all hoducts wom by members of the Teams. Subject to Sectgn 8.2. Under Armour is
subjecl to any changcs in such legislation during the Term.

4,1. Pronotionql -Qnportunitigs and Pflv.tle?,. University hereby grants Under Armour the following promotionl
oppofunities and privileges at no cost to Under Armour.
4.7.1

4.?.2

Qfficil Desiention. Unversity hereby grants Under Armour tle exclusive right to the ofcial designation of
"Oftcial Outfitter of The University of Alabama at Birmingham Athletics," as wcll as the "Offisial Outfrttcr" of re
Teams (collectively, "Ociql Designa[!o+r.]'). Universiry shall use its best efforts to refer 10 Under Armour by the
Ofticial Designalions in all appropriatc settings and situations. The parties may, ftom time to time, muturlly agre in
writing to addltional offioial designations.
Tigkerc.-Psrkng Fa$ci-rnd HosFl,tlitv. Under Armour will receive eight (8) best-available tickets and two (2)

pa*ng passes to each Tetn's regular-season home gmes, In addition, lJnder rrnour will receivc six (6) bestavailable tioket bcroks to any exhibition game, neutral sitc, cxclnpt cvcnt, and post-fegular season tournament in which

a Team participates, as welf as onc (1) parking pass to each such e vcnt. Under fumour will havc the oplion to purchase
additional tiokets and parking passcs from University at a dscounq subject to availabilify, In addition, Under Armour
will rcceive one (l) all-access orcdential to cach Team's regular season and post-season games and Under Armour
will have the option to requcst additional such credentials, not to exceed four (4) credentials per game. Further, Unde,r
Armour will receive two (2) pa.sses to each alumni, donor, or other simlar function at each Team's regulalseason

home gamcs.

4.7.3

Mrrktins Matprinlg. Under Armour shall be recognized by the Official Designatioru on any Univcrsity Athletics
ln certain designated Univetsity Atbletics pub,lication, and in certain designated University Athleti

wbste,

advertisements or promotional mateials that relate to the Teams, including posters and schedute cards as further
described in Scgin 4.7*4 plpt. Wthout limiting the foregoing, University shall place thc Under Armour logo on
tlre Univcrsity Athletics home page and a hypertext link from such homc pag to the Under Amour website (subjeot
to the apprcval of Under Armour pursuant to [cion 5.1).

4;.4

4.7

,5

Other Advertis-e4gnts.. Under Armour shall rccciyo: () onc (l) full pagc full color print adveiscment in thc Men's
Basketball tean gmc progtam; ond (i Under Armou logo placement on each Team's schedule card and poser
which logo will bc consistent with the size ald placement of the logos of University Athletics' othsr sponsors. The
conteflt of such advertisements will be mutually ageed upon by the parti.
Slsn?se qnd Othcr Bencflfs. lJnder Armour will rcccive: (i) designation as a student spirit group ruppoliog rponsor;
logo placements in Mcn's and Women's Basketball Team games of hilo (2) minutes of real rime recognition on
the cnurtside LED scorer's tables and (iii) public addrcss announcemcnts t ech Toam's home games as follows;
Footbll (2 announcements); Men's Basketbatt (2 announcements); lornen's tsasketball (2 announcements); Men's
Soccer (2 nnouncments); Women's Soccer (2 announcomnts); Baseball
announcement); Softball (l
announcement) and all other Olympc Sport events (l announcement), Thc anuouncments shall not exceed frfteen
(15) seconds in length and shall bc accompanied by a video billboard of the Under Armour logo in the corrtsponding

(ii)

(l

venuE.

4.7.6

Soelol.Medi*. University will promote its partnership with Under Armour and the Under Armour Products in four
(4) social media posts per Contract Year (one (l) per quarr) vir the primary UniversityAthtetics social media
platforms promoting the partnershlp. The oontent of suoh posts shall be provided by Undcr Armow and approved in
advance by University, such approval not to ba unreasonably delayed or withheld,

4.7.7 ll4*ill$; Universiry will distribute four (4) e-mails to its athletics
in each Contract Year (one

(l)

department, alumni, and fan distributlon databases

per quarter) pomoting its partnership with Under Armow and/or directing the
recipienh to retailcrs oarryiog msrchandise witJr both Under Armour and Univcrsity branding for sale. Te contcnt
ofsuch e-rnailings shall be muarally agreed upon in advance bythe parties.

5.

4,7.8

ame Potoqrnlhs and Aqtdiovisual Footase, Uuiversity hereby gants to Under Armour the right to reproduco,
display, and otherwise use game photographs and/or audiovisual footage of the Teams' games, subjecr to applicable
NCAA and Confcrcnce rules and rights granted 1o thid parties, to promote the Undcr Armour Produets and its
relationship with the Teams.

4'7.9

AporoYql-Rlghts. Under Armour acknowledges that IMG College, LLC ("IMC") has an approval right over
Unirrsty's marketing content and ary nrarkcting on University's campus related to the Teams. University will use
good faitlt efforts to sccure IMC'S approval for ll assets and elcments set forth herein at no additional cost to Undcr
Armour or University. Under Armour will be responsible for the creation and development of any signage or cotert
sct forth herein (and any costs associated therewith), and University will be responsible for installation and
maiunance of such signage (and any rcssonable. costs associated therewith).

IFtllgc,$rl ronettv.

5.1.

Undcr nmguLGrant of License, Under Armour hcrcby grants to Unversity a royalty-frcc, non-exclusive, timitcd,
non-transferable license to use lhe Under A,rmour Marks to prcrnote the relationship between Under Armour and Teams including but
not limited to Unde Annour being the "Offrcial OutFrtter of The University of Albama at Birmingham Athletics." ll such use f the
Unde Armour Marks by University shall conform to Conference and NCAA rules. Unversity shall submil to Under Armour and Under
Amour shall have the right lo approve all proposed uses of the Under Armour Marks by University. Undcr Armour shall not
urasonsbly witlhol( condition, or delay approval of such intended uses of the Under Armour Ma la. If Undor Annour docs not
approve or disapprove a rcqucst for approvd in witing withn ten (10) days of recept thcrof, such materals shall be decrned
disupproved. lf Undr Armour disapproves any mattrials submined by University, Under Armour shall provide University with uritn
rcasoDs as to why such nlatsrials werc disapprovcd, Use of the Under Armour Marks by Univenty and the goodwill associatod
7

thewi shall inurp to thc bcncft of Under Amour. Under Armour owns all right, titlc and intarest in and to the Under Armour Marks,
and Univorsity shall not do anythiug inconsistcnt with Undsr Armour's ownersliip of thc Under Armour Marks.

5.2,

U,Eivcrliy,Grnt of License, University hereby grants to Under Armour a royalty.&ee (subject to Scction 3.6.?
heroof),, non'exclusive, Iimited, non-transferable licenso to use the University Marks to promote Uner Armoui th. Und.r Arnour
Pt_o$c-t ond rclatiotship betwccn Under Armour and leams including, but not lirnited bUndr Armour being the "Oticial Outfrtter
of the Unvcrsity of Alabama at Birmingham Athletics." All sucb us1 of the Univenity Marks by Under Armour shall conform to
Conferencs and NCAA rules. Under Armour shail submit to Univers and University shll ave th right to approve all proposcd uses
of the Universty Marks by Under Armour. Univcrsty shall not unreasonably witbhold, condition, or delay approval of iuch intended
or
(10) drys of
lf
dcr Armour,
to why
ors Marks
by Under Armour and th goodrvill associated therewith shall inurc to ths bnsft of Unversity. University owns all right" iitle ad
intercst in and to the University Marks, and Under .{rmour shall not do anything inconsistent with Univirsity's ownshlp of t}rc
University Markr

disappro
Universi
suc

_ 5.3,

Qqality Clnfrot Olig$tign. Uoiversity shall cooperate with Under Armour to aisure that the quality of its use of
tbe Under Armour Maks a!.d thg quality of ifs goods and services in connection with which the Under Armour Mari<s ar used is high,
To tht en4 University shall make reasonable effots as may be requested by Under Armoqr to assurc that thc quality of Universii,s
use of the Undsr Armour Marks and the levcl of quality of its goods nd services provided in connection with ttre nder rmour tvfaks
is high and does not detract from the goodwill associated with tlre Under Auour Marks. Under Armour shalt cooperate with University
to assue that the quality of its use of the Univenity Mala and the quality of its goods and sorvics in connction with which the
University Marks are ud is high. To that end, Under Armour shall make reasonablc efforts as may be requcstcd by University to
assuro thal the naturc and qualily of Under Arnour's us of tho University Marks and the level of quality of its goos and services
provided in conncction wth lhe University Maks is high and does not detracr from the goodwill associated with ttriUnivers Marks.

5.4'

Clrflgge to Viversltv Marks. University rnust provide Under Amow with at least ten (10) months prior written
notic in lh Gvcnt of a change to a Univcrsity Mark to be placed on the Under Armour Products supplied-heieunder. In the eve nt
tilith at
change, University
Armour as a
the Under Armour
e timely
d by any la noticc
by Univenity of a Univcrsity Mark charrge, and such affected delivery shall not cause Under Armour to bc in breaclr of this Agrpmet.

leastten
rcsu
delivery

6.

Rfurcs-ortntiols ?nd.Wg{Lantiq. Each parly rspresents and warrqnb to rhe othcr parry that; (a) it has thc full right and
authority to enter into this Agrement, perform its obligatons undcr ths Agreement, and grant U of the rigbts granted by t uner this
Agroemcnq (b) ttis Agnrement haE been duly exeoutcd ard dclivered on its behalf and is a valid ana Uining oUlgation cnforceable
against it in aordacc with its terms; and (c) in thc
fedsral, and
local laws and regulations, and the rules ofthe confercnce
y represents
ad warrnB b Under Armour tha! subject to any 'lrird puty
sponsonbip
agreemenB, advertising agrements, or any other agreements
ghts of nrst
refusal) to which it is a party which would preclude the conveyance of or materially impair, the rights intcnded to be conveyd to Under
Arnour under this Agrcoment including without limitation Under Armour's compiete exctusivity with respect to thi category of

perform
an
A
(inc

Products.

7
f

Until Octobe

eet exclusively
renewal of tlrir Agrecment. Notwithstanding thc foregoing, the
if they cannot mutually agree upon the tcrms of such enewal,

l,

2022 (or Oclober I,2V2.S

if

the Renewal Term is excrcised)

with Under Arnour to negotiate in good faith the terms of

in meetings or negotiatons with any third party regarding produ

Products. Funber, for a period commencing on the Exclusive Nego
Ronewal Term is exercised) C'Mslsibil&lcrlQtl"), Under Armour shall have the right to match any third pany offer University receives

thirdartyonitsleterheadandsignedbysuclrthirdparty. UnderArmourshall havefourteen(14)daysfromthedateitrecevethe

Thiil Pary Terns to notiff Univcrsity whcther Under Armour ryill renew this Agrcernent on t*r ui l.urt equal to the 'lhird party

Terms' lf Under Armour notifies University that it will renew the Agreement on sch terms, Universiry and Uner Armour shall cnter
into an agreem
ble terms contained herio. If Under Armour
does notagree
ifUnderArmourdoes notrespond duringthe
fouren (l 4) d
ffercd Univenity the Third ercy Terms pon
8

the conclusion ofthc fouren (14) day perod without regard to the Matching Perio( with such new agrcment to be efftve no earlier
than tbe expiration of the Term. University shall inform all third parties that could potentially offer such Third Pay Tenns of its
requirements under this Section ? during tlre Term and fte Matching Poriod.

8.

Termlnatlon nd Rcmcdics.

8,1.

Uuon ErrcAch,bJ Either. Prtv. A parg may tcrminate this Agreement in tlre cvent of a marial breach of any tcrm
or condition ofthls Agrcement by the other party and, if curable, a failure by such other party to timely cure thE brech by giving notice

ashoreinafrerprovided. Inthecvcntofabreach,lhenon-brcachingpartyshallprovidethebreachingpaywithwrittennoticeoffhe
breach specifling in rcasonable detail the nature of thc breach, [f the breachngpalrry does not cure the breach within thirty (30) days
after receipt of thc witten notice, thc non'brceching party may immediately lermnate this Agreement upon provison of writtcn notice
to the boaching party.

82. Additionsl I,rqr.tntion Rigl!s for Undcr trmour. Notwithstanding any other provision of this Agrcement, Under
Armou may immediately tcrminate this Agreement by providing written notice of termination to Univers if: (a) University is
rcquircd to wear od/or uso Products tht re not supplied by Under Armour; (b) Under Armou/s placcmcnt rights with rspcct to the
Under Armour Marks on the Under fumour Products e diminished; (c) University ceases for ary reason to field a NCAA Division I
Core Team or a Core Team doss not participate for any reason in a comple regular sason; (d) a Corc Tcam is placed on NCAA
probation resulting in a loss ofpost-season play and/or reduction ofat least teri percent (1070) ofthe avilable scholarships for such
Corc Team; (c) University, Coaches, or Staff or Team rnembers publicly disparage Under Armour or ils Produts; (f) Coachcs, Slaff, or
Tcam mcmbers commit ary act or are involved in anyocounencc which constitutes a crime in the jurisdif ion in which it was committed
or in the sole but reasonable discretion of Under Armour reflect unfavorably upon University, Under Armour, and/or tlte Under Armour
Produds; provided, however, fhat in the event Under Armour elects to termnate this Agrement purruant to this Section 8,2(f Under
Armour will discue with University tho ac(s) or occurreuce(s) for a period of at least ten (10) duys prior to making any decision
regarding tunrination; or (g) Coaches or Slaff o Tcam mernbes fail to wear and/or usc the Under Armour Produts in breach of their
obligations under Saction.4.l. and

$ggl.

8.3.

Itf[ecLs cf ltrminatio. Except as otherwise set forth herein, upon trmination of this Agreemcnt, tho parties shall
imme.diately discontinuc all uses of the othr party's marks (i.e., the Under Armour Marks or the Unlversity Marks. ths ce may be).
In thc evenl this Agreernent is lenninated pror to re cxplra(ion ofthc Term, for a period not to exceed one hundred eighty (lE0) days
after the date of termination, Under Annour may contnue to use the University Marks forthe following pur1osss: (a) ayecments with
media outlets in existence on the date of termination that cannot bc oanceled by Under Armour rvithout penaty; and (b) as an integral
pa of Under Armour Product packaging rnaterials that are in Under Armour inventory on the date of tcrmination or that arp scheduld
for delivery under agreements in existenc.c on the datc of termination that cannot bo cancelcd without penalty to Under Armour,

9.

Mlseellanoou. This rgreument contains the entire sgreement of thc parties to this Agreement with respect to the subject
matler of this Agrcement and shall be deemed to supersde all pror agremnts, whether wrinen or oral, and thc terms and provlsions
ofanysuchproragrementshallbedcemedtohavebsenmcrgodintotlrisAgmcnt
Inthecvonf ofanydisputcundcrthisAgrcenrcnt,
the laws of the State of Alabams shall govern the validity, performance, enforcemenl interpretation and any other aspect of this
Agrrrmcnt, without regard to principl of conflicts of laws thereundcr. 'lhis Agreement may only be modified or altecd by wrien
instrument duly oxecuted by the parties. lf any provision of tbis Agreement is held invalid or uuenforceable by a coutf of compete nt
jurisdiction, the remqinder of this Agreement shal I nevertheless re main ln rll force and effect. The failure of either party !o insist in
any onc or more instances upon performance of any of the provisions of this Agreement or to pursuc its rights udcr this Agrecment
shll not be construed as a waiver of any provision or the relinqushment of any rights. Tho parties agtee that the terms of this Agreement
are confidential and except as requirrd applicable law, the parties shall not disclose in any way ot' to any third party any terms of this
Agreemeni (or make any Ennouncement with rspect thereto) unless mutually agreed to by the parties in writing. University ohall not
assign its rhts or oblgations under this Agreement without the prior written consent of Undcr Armour. Under Amour may assign ts
rights and obligations under this Agreement to: (a) an affiliate; or (b) a party that acquires all or substantially all of Under rmour's
assets, by providing writtcn notice to University. Any assignment h violation of this Secrion I ir void. The relationship of Under
Arrnor d Unversty shall be tlrat of independent contrastors. Nothing in thls Agreement shall be constued or interprcted as creating
a rclatonship of joint venturers, principal and agenl or employer and employee under any circumstances. This Agreement may be
executcd in two (2) ounterpats, each of which shall be deemed an orignal but both of which together shall constitut onc and e same
Agrment. The signaturer of the parties rnay bc delivered by lbcsimile or as an irnaged document in PDF, TIFF or JPEG format, and
if delivered by csimile or maged document, said executed documents may be considered originals for all puryoses.

10.

Np-tCeC, All notices, requests, or other communications required to bo given under this Agreement or which thc parties may
dcsirc to give under this Agrcemcnt shall be in writing and (a) hand dclivercd pcrsonally, (b) sent by facsimile traosmission if the
transmitiing party receives confirmation of successful Hansmission or (c) addrsed and sent by certied or registered mail, postage
prcpaid and retum receipt requcsted to the pafties as follows:

If to Under Anour:

itts-ugjc{itx:

Legal Department
Undor Armour, Inc.
1020

KimberlyTerry
UAB Purchasing Office

Hutl Streot

The University of Alabama at Bimningham

701 South 20rh Stet - Sute AB 620

Baltirnore, MD21210

Facsimile:

(41

Birmingham. AL 352-2A3 I
Facsimile: (205) 934-671 9

0) 246.5n2

If ary pafty urishes to altcr the recpient/addrcss to which communications o it are sent, lt may do so by providing rhe new infornation,
in writing, fo the other parties in acordance wjth this Secion I Q, All communioations addresscd in acsordance with ths Agreement
shll be cffectivc (i) when receivrd, if delivered by certified or registered mal, (ii) on thc da on which delivery is madc, if prsonally
detivered, and (iii) on the da of hansmission, if by facsimile trnsmsion.

IN \/ITNESS WHEREOF, eactr party acknowledges that a duly authorizcd reprsottivc of such party has executed this
Agrecrnenl as ofthe date set fortb below, and acknowledges that such party has read, underttands and agreos to the terms and conditions
of ris Agrecment.
BOARD OF TRUSTEES OF THE UNIVERSITV OF.ALABMA
F'OR THE UNIVERSITY OF ALABAMA AT EIRMINGHAM
TTTE

M+Kt*r.,-.
.-J

-/
5.C. 3, *ot

!1...-{,o-

l0

'\\.-\,.t

Exhibit A
Ofi I c I ol Outlh

A grez me nt

SHIPPTNG COSTS
Produst Allouance otders vith ?xpress shping methods will be assessed an incesed frright charge to be deducted om e Etl
Product Allowaac amount. .Ihc fright deduction will be a percantrgo of he ordcr subtotal and will be stnctured according:

All

FcdBx Non-.Sndard Ground Shmcots - 5%

l0%
FcdEx 3-Day $hipuenc
FedEx ?-Dry Shipmeffs - 15%
FedEn Ovomiglrt Shipmenb - 25%
FedEx Overuight Frlority Shncn - 35%
FedE< Strrday Delivory Shipmcnb - 35%

11

Exhibit B
Olli c i a I Out/tt er gr

ee

n ent

P E R F O R MAN C E B O I'ITJSES

Foolhall
Achievemeut
Non Coltcsc Football PlayoffCommittcc Bowl Game Participat
Colleee Football PlavoffCommittee Bowl Garne Particiant

National Chmnion
Confeence Coach of the Year lcumulativel
NCAA Coach of tbe Year (cumulativE)
tr{. t's

Md

Bonus Anounf
s5-000
s25,000
s2s0.000
$5.000
$25.000

Women's,lgiglb o!!
Bonus Arnount
s5.000

Achievment
NCAA
NCAA
NCAA
NCA
NCAA
NCAA

Post.Season Tournament lsr Round Aoocarancer

Post-Sasorr Tournarnent 2H Round Apearance
Post-Seson Toumament Swe* 16 Apoearance
Post-Season Tournament Elite 8 Aooearence

15.000

$25.000
s50.000
$ r 00.000
$200,000
$s.000
s2s.000

Post-Season TournamEnt Final 4 Appearance

Post-Season Tournament Chamoion
Conference Coach ofthe Yea (curnulative
NCAA Coach of the Year (cumulative)

tFor the avoidance of doubg participation by a Basketball Team in the NCAA Post-Seon Toumamnt Play-In Games does not
qualfy for a bonus.

AllQllte Tmms
Bonus Amounf

Achievcment
NCAA Post-Season Toumam ent Apgearancc
NCAA Post-SEason Tournament Chatnpion
Conference Coach ofthe Ycar lcurnulativel
NCAA Coach of the Year (cumulative)

1.500

2,500
$2.500
$2.500

L2