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speedo >" Septeinber 22, 2020 UNIVERSITY OF MARYLAND BALTMORE CO. (UMBC) Swimming & Diving CHAD CRADOCK, 1000 HILLTOP CIRCLE BALTIMORE, MD 2125 Dear CHAD, Enclosed is your 2020-2026 Speedo Team Contract We appreciate your support of Speedo produets and hope this sponsorship program is instrumental in the continued suecere of sour team. Pursuant fo our disctssions, attached hereto please Find our College/University Swian Team ‘Aarcement, As Head Coach, please sign the boltem line on page 7 of this document. If applicable, please have a fepresentutive irom your University sign the second line on page 7 as well, Onee complete, please return to the undersigned: Corrie Clark ‘Speedo Sports Promotions 6251 Katella Avenue, Cypress, CA 90630) ‘Speedo is committed to the improvement of its service levels la our sponsored teams. As a result of this, we have ddd several shaff members te our Sports Marketi The color eoded regions shown below indicate your team’s contact person within the Speedo Sports Promotions Department. If you lave any questions about the fallowing contract, please feel free 10 contact yaur Speedo Sports Marketing Coordinator directly. Sincerely, Rate Witton Director. Team Marketing and Sales [8 rave ten SMR TERRITORY MAP A _ ” « = coms Site |e a “THIS AGREEMENT IS BINDING ONLY WHEN EXECUTED BY ALL PARTIES AND EXCHANGED BETWEEN THEM.* WARNACO SWIMWEAR INC. — TEAM SPONSORSHIP AGREEMENT This Agreement is made and entered into effective as of September 1", 2020 (the “Effective Date”). and is by and between Warnaco Swimysear Inc. (*WST"), having offices at 6251 Katella Avenue. Cypress, California 90630, and UNIVERSITY OP MARYLAND. BALTIMORE COUNTY (UMBC) for its UMBC SWIMMING & DIVING TEAM (the “Team”). having offices at 1000 HILLTOP CIRCLE. . BALTIMORE, MD, 21250, WSI and UMBC, and/or Team, shall be referred to individually as the “Party” or collectively as the Parties”. WHEREAS, Team is engaged in teaching, training, and providing competition for competitive swinmers; and and sale ofa WHEREAS, WS! is engaged in the manufacture. sourcing, licensing, distribu broad array of apparel, sportswear, sporting goods, accessories and other products, retail and other services (collectively, the “Products”), sold under and identified by the SPEFDO names and logos (the “SPEEDO Trademarks”), WSL is interested in providing financial and other assistance and support to Team, its athletes (“Athletes”), and the Team’ s coaches (“Coaches” ‘and, individually. each “Coach™), and is further interested ia sponsoring the Team for the Term of this Agreement, with said sponsorship rights to be aecorded by Team to WSI on an exclusive basis NOW. THEREFORE, in consideration of the premises and mutual covenants set forth in this “Agreement and for other good and valuable consideration, it is agreed as follows: 1 I The Term of this Agreement shall commence on the Eflective Date and continue through August 31, 2026 (the “Lerm”). Each twelve month period from September | to ist 31 during the ‘Term shall be referred to herein as a “Contract Year, 2 1 Benefits to be Provided by WSI. At a minimum, WSI shall provide the Team with the following (a) ‘The Team shall have the right to purchase from the Team Dealer tech suits for each Athlete competing in Conference Championships at a discounted price that is 40% less than the MSRP of such item. (by ‘The Team shall have the right to purchase from the Team Dealer teh suits for each Athlete competing in any NCAA competition (including, but not limited to, D-1, D-II, D-II, NAIA and JR college championships) at a discounted price that is 40% less than the MSRP of such item. Discount will only be given on the second competition suit purchase. m"s purchases of SPEEDO less than the -ount is specified herein, the T |s from Team Dealers at 2: (c) Except where a greater di Products: warm-ups, dulfel bags. and training a MSRP of such item. {dy For Coaches’ outfitting, the Team shall have the Fight to order through the Portal, at no charge to the Team, Two (2) shirts per Coach per Contract Year, not to exeeed eight (8) such shirts (a) b) ) In addition the Team shalt receive A SRBBMEB coe Contract Yea to be used to purchase through the Portal additional ‘apparel during such Contract Year for Coaches, For the avoidance of doubt, iPthe Team does not use the cntire eredit during any Contract Year. the remaining value of the credit may NOT be applied to purchases in future Contract Years, WSI shall also provide the Team with the fllowi per Contract Year to be used by the Team to purehase Speedo Product through the Portal during such Contract Year. In additi For the avoudance of doubt, if the Feam does not use the entire credit during any Contraet Year, the remaining value of the credit may not be applied to purchases in future Contract Yeurs. per Contract Year to be used by the Team to purchase Speedo Product through the Portal during such Contact Year In addition: ‘or the avoidance of redit during any Contract Year, the remaining value of the eredit may not be applied to purchases in the future doubt. if the Team does not use the entire Contract Years, ‘Youm Benefits to be Provided to WSI. UMBC shall provide the following benefits exclusively 10 WSE: he Team and the Team's Coach (the “Coach”), a8 applicable. will ensure that only SPEEDO brand Products will be used as the official Team su warm-up. and apparel of the ‘Team, and that all Team members will use and wear only SPEEDO brand iting the Team, Under no cireumstences, however, may the Team or Coach, while representing the Team. use or display a name, mark or logo associate with any person, business. entity or product that is in competition with the Products or WSI: these are Arena, ‘TYR. Jolyn and Mizuno Preclucts when repres Team shall compete in and the Team’s athletes shall make public Team appearances exclusively and only in SPEEDO brand Products. which shall be the official Team apparel The Team and Coaches shall devote their best efforts to at the ‘Team’s dealer is¢ SPEEDO Products wherever possible for all Team taining gear and apparel, ‘The SPEEDO name and mark shall be included on all feam ounfitiing and items, including but ‘ed to Team apparel or “Spirit Wear.” sold or donated by Team and the Coach, all not lim subject 10 prior approval of such Products by WSI It the Team offers an online store via theit Team website, directly or in eonjunetion with a third party. the ‘Team shall ensure that only SPEEDO Produets are offered. [the Team currently rans a site that is not in comptia either change the product offering to be compliant with this provision or remove the online store WS] acknowledges and agrees that UMBC and its Bookstore host a physical store presence and online store selling ‘Team items thai are not subject to this clause or this mn agreement or renewing ah existing agreement with a ¢ with this requirement, it must immediately Agreement, Before entering into i) (2) (h) @ a third party to operate an online team store, Team shall in good faith diseuss such plans with WSI. The Team and Coaches shall provide WSI with exposure as the exelusive Team sw pparel sponsor wherever and whenever possible. including in swim accessory and newsletters, Te ings, Team websites, and other materials of any description where a Team sponsor is identified, The Team and Coaches shall continue to provide WSI with exposure and support in the Team's local s\ markel, including, but not limited to, high school and summer team: markets. The ‘Team and Coaches shall provide sponsor recognition for WSI as the exclusive Team sponsor in any “learn to swim” or outreach programs conducted by the Team When hosting meets and events, the Team and Coaches shall use their best efforts to limit meet vendors in the swim, apparel, and swim accessory categories to only official WSI vendors and only for SPEEDO Products, and not for products that are in competition with SPEEDO Products, except that 20% of the products offered by other vendors ean be non- Speedo products. The ‘Team and Coach shall advise WSI of any promotional opportunities that may arise and will work together with WS1 0 maximize WSI's exposure and strengthen ils lin the Team, including but not limiting to highlighting the SPEEDO Product Jine during Team sponsored events, meets, clinics, and camps. “The Team shall use its best efforts to ensure that, by no later than the conelusion of the second Contract Year. at least ninety pereent (90%) of the Team’s athletes is outfitted in the Team Suits and at least lifiy percent (50%) of the Team’s athletes are outfitted in the SPEEDO brand Team warm-up suits and fitty percent (50%) of the Team’s athletes are outfitted in the SPEEDO brand bags. Any purchases of Team Suits or Team warm-up suits by the Team made prior to the Effective Date shall count towards the Team’s obligations pursuant to this Section 3(n). Annual team retail purchase amount of SPEEDO brand product shall at least support the minimum amount of purchases required to meet thi threshold. Invegrity, Neither the Coach nor any University staff providing supporting services to the Team shall do anything or make any statement or comment oF appearance or engage in any activity or alfiliation that would prejudice, degrade or injure WSL. WSI's reputation, WSI's produets, or the SPEEDO name and matk, Neither the Team nor the Coach shall at any lime, remove the SPEEDO name or mark from any of WSI's products unless required by the ‘Team's Conference or NCAA, WSI acknowledges that current NCAA legislation regulates the appearance of trademarks on all apparel worn by Team Athletes ) (b) «) 6. @ Fermination. WSI may terminate this Agreement effective immediately upon the occurrence of any of the followi (i) if the Team no longer participates in competitive aquatic programs or national competitions: and (ii) if the Coach or any University stall providing supporting services to the Team does: anything that will degrade WSI in society or bring disrepute. scorn, contempt, ridicule or shock, or insult or offend community sensibilities, or be inconsistent with public morals or decency Either Party may terminate this Agreement upon thirty (30) day notice if the other Party breaches its material obligations hereunder and fails to cure such breach within thirty (30) days upon written notice from the non-breaching Party The terminating Party shall notily the other Party in writing of its intent to terminate this Agreement, specifying the specific material failure as the cause of such termination: and the notice Of termination shall become effective immediately (or upon expiration of the relevant notice period) without further action by the terminating Party If this Agreement is terminated, (i) the terminating Party shall have no further obligations whatsoever to the other Party (except for payments already earned and payable here! (ii) the terminating Party shall have no further obligation to provide any of the bene forth herein to the other Party: and (iii) ‘Team shall not have the right or obligation to use any of the SPEEDO Trademarks [rom and after the effeetive date of the termination, except that any products or publications approved and produced by or at the direetion of WSI prior to that effective date may continue to be distributed during a period of six (6) months following such effective date. Miscellaneous Provisions. Confidentiality. Subject to the provisions of the Maryland Public Information Act (Md. Code Ann,, General Provisions Article (“GP”) Article, $§ 4-101 —4-601) the Parties to this Aurcement, herein referred 0 as the “Disclosing Party” and the "Receiving Party”, agree to hold in confidence and nol to re~disclose any Confidential Information, as identified by the Disclosing Party. during the Term of this Agreement and for two (2) years afterward, except that the Receiving Party may use or disclose Confidential Information: (a) to its employees and affiliates or others to the extent necessary to render any service hereunde provided that the Diselosing Party is first notified of the information that will be provided to any third party outside of this Agreement and provided further that such Confidential Information is re-disclosed only after such third party is required to maintain it in confidence as required hereunder: (b) to the extent expressly authorized by the Disclosing Party: (c) to the extent that, at the time of disclosure, such Confidential Information is in the public domain, or afier diselosure, enters the public domain other than by breach of the terms of this Agreement: (d) that is in the possession of the Receiving Party at the time of disclosure and was not acquited directly or indirectly {rem the Disclosing Party: (c) that is subsequently received on a non-contidential basis from a third party having a right to proviele such information: or (1) as required by order during the course of a judicial or regulatory proceeding or as required by a government authority. Upon the termination or (by we «) 0) expiration of this Agreement and upon request of the Disclosing Party, the Receiving Party will return to the Disclosing Party all the Confidential Information, still in existence, delivered or disclosed to the Receiving Party ent and the tights granted hereunder are personal to the ‘Team and are not assignable by the Team without the prior written Assignment, ‘This A: and. as applicable, the Coacl consent of WSL Agreement Irrespective of the place of execution or performance, thi ned, construed and enforced in accordance with the laws of the State of Maryland applicable to agreements entered into and to be wholly performed therein, and WS! hereby consents to the sole and exclusive jurisdiction and venue of the courts located in the Baltimore County, Maryland in any suit, action or proceeding arising out of or related to this Agreement ‘Sport's Governing Body. ‘The terms. conditions, and undertakings in this Agreement shall be subject to all applicable rules and regulations of all administrative or governing bodies for the specific competition events. the Team, the Team's athletes, and the Coach, are included solely for cor Section Headings. Section heading nience, are not considered to be a part of this Agreement and are not intended to be full and accurate descriptions of the contents or such provisions Execution in Counterparts. ‘This Agreement may be executed in multiple counterparts. each of whieh shall be regarded for all purposes as an original, and such counterparts shall constitute a single document, The parties may also exchange signatures (in counterparts) by fhesimile or e-mail transmission, whieh signatures are deemed! to be original, valid and binding. ‘This Agreement shall be binding only upon the full execution by all parties and the exchange between them of'a fully executed Agreement Right of Kirst Negotiation. UMBC has agreed to grant WS) an exclusive right of first nevotiation of the terms af any agreement commencing upon the expiration or termination of the Agreement, prior to UMBC negotiating a Team Sponsorship Agreement with a Third Party. UMBC shall give WSL a period of at least thirty (30) days prior to expiration or termination of the Agreement to notify UMBC whether WSI desires to enter into @ new Team Sponsorship Agreement with UMBC. IC WSI timely notifies UMBC in writing of said desire, then the Parties shall negotiate in good faith and attempt to reach a mutually beneficial Team Sponsorship Agreement during the thirty (30) day period. IF WSI fails to provide said notice of its desire to enter into a new Team Sponsorship Agreement or the Parties fail 1o execute a new Team Sponsorship Agreement by the expiration or termination ofthe Agreement, then UMBC may. at its sole diseretion, negotiate with third parti [Signature Page Follows} 6 JN WITNESS WHEREOP, the parties have executed this Agreement as of the Effective Date. UNIVERSITY OF MARYLAND. WARNACO SWIMWEAR INC. BALTIMORE COUNTY (UMBC) Signature Tay (ork Signature: _ Patt Uiltow Printed Name: ‘y Cook Printed Name: Kate Wilton Title: Senior Associate Vice President Title: Director, Team Sales for Administrative Serviees Signature: _Oriaw Base Printed Name: Brian Basye Title: Vice President, Team and Specialty Printed Name: Lawrence Meltzer ‘Title: Senior Vice President for Sales Acknowledged By: si Chad Cradock Signature: rt Printed Name: Chad Cradock Title: Coach grove: _ Pete Eacio Printed Name: Brian Title: Athletic Director arrio Approved for form and legal sufficieney: Coreistepree Teste Signature: TE Printed Name: Christopher ‘Tkacik Title: Associate General Counsel

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