KEVIN PLANK CHEFEXECUTIVEOFFICER January 12, 2015 Mr. Mike Bohn, Director of Athletics University of Cincinnati Richard E. Lindner Center 2751 O'Varsity Way Cincinnati, OH 45221 Re: -oposed Outfitter reen University of Cincinnati and Under Armour, Inc, Dear Mike, Under Armour, Inc. (“Under Armour”) is extremely excited to present the University of Cincinnati (“University”) wit the below terms and conditions (“Proposal”). The Proposal outlines the terms to be included in the Official Agreement between University and Under Armour, which will also inelude standard legal terms and provisions (COfficial Agreement”). Following signature by an authorized representative of each party below, the Proposal will be legally binding on the parties and enforceable. This Proposal shall be governed by the laws of the State of Ohio. ‘The partes expressly acknowledge that following signature by University of the Proposal, University will immediately cease negotiations with competitors of Under Armour concerning all matters within the scope of the Proposal, and University and Under Armour will promptly negotiate in good faith and execute the Official ‘Agreement. 1. Term. The proposed term of the Agreement shall be ten (10) years commencing on July 1. 2015 and ‘ending on June 30, 2025 (“Term”). A “Contract Year” shall mean each twelve (12) month period beginning on July | and ending on the next following June 30 during the Term. 2. Exclusive Outfitter and Supplier. Under Armour will be the exclusive official outfitter and supplier to all of University’s varsity athletic teams of apparel, footwear, and accessories of an athletic athleisure, and casual nature, sports equipment that Under Armour currently produces or licenses (subject to any pre-existing agreements University may currently have for sports equipment), and other sports equipment that Under Armour does not ‘currently produce or license that may be added to its product lines at any time during the Term, provided the use of such products is the subject of negotiations between the parties and included by addendum to the Official Agreement with the mutual agreement of the parties. 3. Consideration. Under Armour sball provide consideration to University during the Term as follows (@) Cash Compensation. Under Armour shall pay University a sponsorship payment in each Contract Year as follows: Contract Vear Payment Amount] FLGIIS 6230/16 #2 7IVI6~ 6130/17) #5 (711/19 — 6/30/20) $1,120,000 #6 (7/1/20 — 6/30/21) ‘$1,150,000 — #7 (HAP21 — 6/30/22) $1,180,000 #8 R= 63023) #9 (1/123 — 6130-24 ("Ho @iina— 63025) PROTECT THIS HOUSE:©) Product Allowance. Under Armour shall provide University with Under Armour products in each Contract Year as set forth below valued at retail pricing for purposes of outfitting University’s teams, coaches, staff. Contract Year FITS ~ 63016) | Broduct Allowance An #271 v7) { #3 (TAIT 6230/18) 3,560,000 eel | Gg 63019) —— $3,590,000 #5 (7/1/19 — 6730720) $3,620,000 | #6, 7/1/20 6/30/21) 3,650,000 f #7 (7/2 6/30/22) 3,680,000, |B nine e073 $3,710,000 #9 3024) Tt s (5 “no aiiza= 630257 eee 53. 770.0 —I (©) Performance Bonuses. Under Armour shall ‘in each Contract Year by University’s varsity teams as follows: Be : wee ay University the following bonuses (if any) eamed National Champions $250,000 Bowl Game selected by College Football Playoff Committee $50,000 ‘Non-College Football Playoff Committee Bowl Game $25,000 Conference Champion $50,000 Coach of the Year $50,000 For purposes of the Football Bonus Pian, a “Bowl Game selected by College Football Playoff Committee” shall ‘iean the Orange Bowl, Sugar Bow, Fiesta Bowl, Rose Bowl, Cotton Bowl, or Peach Bowl, Bonus Pl [eee Conference Champions (Tournament) $75,000 Conference Champions (Season) $35,000 Coach of the Year ~ Conference $15,000 Coach of the Year ~ National $35,000 NCAA Tournament ~ Participant $10,000 NCAA Toumament - Round of 16 $10,000 NCAA Tournament ~ Final Four $50,000 NCAA Champions $200,000 Pl i Conference Champions (Tournament) ‘$40,000 Conference Champions (Season) $25,000 Coach of the Year - Conference $10,000 Coach of the Year — National $25,000 NCAA Toumament - Participant 85,000 NCAA Tournament - Round of 16 $810,000 NCAA Tournament — Final Four $35,000 NCAA Champions '3100,000 nus Plan: All ne NCAA Champions $35,000 Conference Champions $10,000 “**Bonuses are cumulative, ie. upon each qualifying occurrence, ‘such payment shall be made within thirty (30) days ofthe quali PROTECT THIS HOUSE: EXE ‘each stated bonus amount shall be paid, Each ing occurrence.(@) Royalty. Under Armour, or its licensee for certain Under Armour products bearing collegiate trademarks, shall have the right to sell products bearing University's name, logo, and marks at retail during the Term, subject to the payment by Under Armour or its licensee of mutually agreed upon royalties. University shall receive a minimum guaranteed royalty of $85,000 in Contract Year #1, and $125,000 in each Contract Year thereafter, in connection with the sale of University and Under Armour co-branded retail products, (©) Marketing Spend. Under Armour will pay University $100,000 in each Contract Year forthe purchase of mutually agreed upon sponsorship/promotional benefits (e.g., event signage, tickets and parking passes, ‘program ads, and special event opportunities). ()—Parmership Launch. In Contract Year #1, Under Armour will pay Univesity $200,000 to be allocated as mutually agreed upon by University and Under Armour, but may include allocation for the rebranding cof University’s athletic facilites, including design work and installation, distibuton of a unique VIP product gift for individuals selected by University, andlor a partnership launch event for University staff and guests. ® i In Contract Year #1, Under Armour will pay University $100,000 to be allocated toward the rebranding and build-out of retail space in University’s bookstore for the placement of Under Armour products and promotional materials, (e) Internships. Under Armour will hire a minimum of two (2) University students per Contract Year to participate in Under Armour's Summer Rookie internship program at Under Armour’s Baltimore Headquarters 4. No Public Announcements. Subject to any pre-existing contractual obligations, neither party shal issue ‘any public statements or press releases concerning this Proposal, the terms of this Proposal, or any resulting, relationship without the prior written approval of the other party. ‘Thank you in advance for your consideration of this Proposal. If you have any additional questions regarding the business terms outlined above, please contact Nick Carpareli at nearparelli@underarmour.com. We Took forward to hearing from you. Best Regards, _ <— ee SP ence ome ACCEPTED AND AGREED TO BY THE UNIVERSITY OF CINCINNATI: muvme Lenya Vena faulKnee PROTECT THIS HOUSE. EEa=