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OFFICIAL OUTFITTER AGREEMENT ‘THIS OFFICIAL OUTFITTER AGREEMENT (“Agreement”) is effective as of July 1, 2017 (“Effective Date”) by and between Under Armour, Ine, 2 Maryland corporation (“Under Armour"), and University of Maryland, Baltimore County, located in Baltimore, Maryland ("Universi"). Although Under Armour, Inc. is the contracting party, the rights granted herein by University to Under Armour inclade Under Armour's Vcenséos, disvibutors, subsidiaries, affiliates, and any successor Preliminary Statements University operates intercollegiate Division I athletic programs and employs the coaching stait for such programs. ‘Under Armour desires to (a) provide athletic products to University's athletic programs and their coaching staffs on an exclusive ‘basis, and (b) use certain trademarks owned by University to promote the relationship between University and Under Armour, all subject to and in accordance with, the terms and conditions set fort below. Agreement Jn consideration of the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the pertics to this Agreement agree as follows: 1. Definttions. i. “Accessories” shall mean accessories athletic in nature, including without limitation, headwear, headbands, ‘wristbands, socks, and gloves. Accessories will specifically exclude hammer throwing gloves. 12. “Apparel” means all apparel athletic in nature including, but not limited to protective and padded apparel, ‘game uniforms, practice weer, sideline apparel, rainwear, outerwear, shirts of all types, shorts, sweatsuis, jackets, pants, warm- ‘ups, and athletic cross-training apparel. 13. “Coaches” means the Head Coach and the assistant coaches of the Teams. 14. “Competitor” means an entity engaged in the manufacture, distribution, development, marketing, or sale of Products, and which engages in the complete outfitting of Division I teams (ie., provides Products to Division I teams), and includes, forthe avoidance of doubt, Direct Competitors. 1s. “Conference” means the intercollegiate athletic conference to which Teams belong. 16, “Connected Fitness Products” means health and fitness tools, epplicetons, hardware (including watches, ‘ftmess wristbands, hear rate monitors and straps, health and progress seales, and other wearables), software, subscription services and related platforms (specifically including athletic and athletically related Apparel, Accessories, Footwear, and Equipment ‘with the capability of measuring biometric dats, and athletic and atleticlly-relaed training and measurement systems, methods, and programs. 1. “Core Teams” means University's Men’s and Women’s Basketball, Men's and Women’s Soccer, and Men's and Women's Lacrosse Teams, 18. “Direct Competitor” means Nike (including Brand Jordan and Converse) and adidas (including Yeezy). 19. “Footwear” means all footwear athletic in nature including on-field and on-court footwear, training and running shoes, sandals, and slides, Fo the avoidance of doubt, the University isnot required to provide Team members, Coches, ‘or Staff with tlt sandals or slides, bun the event University provides athletic sandals and slides to Team members, Coaches, ‘and/or Staff, such sandals and slides will be Under Armour sandals and sides. 1.10. “Head Conch” means the head coach of each Team. 111. “Performance Products” means Products thet: (a) have a unique construction (e.g., compression/tight gear); and/or (b) have moisture-wicking fabrics that assist the wearer during exercise and general athletic tasks in all types of weather, and/or (¢) are marketed as assisting such construction, fabrications, and/or special characteristics. 1.12. “Praducts” means Accessories, Apparel, Footwear, and Sports Equipment provided by the University and Page 1 of 8 available from Under Armour. 1.13. “Retail Prieing” means Under Armour’s then-current retail pricing forthe Under Armour Products. 1.14. Sports Equipment” means sports equipment provided by University to the Teams and is available from Under Armour which includes, but isnot limited to, eyewear (including sunglasses and visors), watches, lacrosse hard goods, inflatables (which means athletic equipment which must be inflated tobe used ~ e.g, basketballs (subject to Section 4.1.3 below), soccer balls, volleyball, etc. unless NCAA sanctioned or Conference sanctioned inflatables are required for use), catchers equipment, and athletic bags. 1.15. “‘StafP” means people providing services to the Teams including equipment managers and athletic trainers. 1.16, “Team Dealer” means a team dealer authorized by Under Armour to sell Under Armour Products, which as of the Effective Date, shall mean BSN Sports. 1.17, Team Pricing” means Team Dealer's then-current pricing for Under Armour Products. 1.18. “Teams” means all of University's intercollegiate athletic teams, except the University’s Men’s and Women’s ‘Swimming and Diving Team. 119. “Under Armour Marks” means certain trademarks and other indicia of origin owned by Under Armour which ‘Under Armour provides to University in writing for use in accordance herewith. 120, “Under Armour Products” means the Products provided by Under Armour to University for use by the ‘Teams, Coaches, and SufT bearing the Under Armour Marks or other Under Armour indicia of origin, 121, “Uniforms” means custom and inline uniforms forthe Teams. 122. “University Marks” means certain trademarks and other indicia of origin owned by University which University provides to Under Armour in writing for use in aceordance herewith, 123. “Wholesale Pricing” means Under Armour’s then-current wholes pricing for the Under Armour Products, 2. Term. The term ofthis Agreement will commence onthe Effective Date and end on June 30, 2021 (initial Term”), {ales earlier terminated asset forth herein. For porposes of this Agreement, “Contact Year? means each twelve (12) month period of time commencing on July 1 and ending on the following June 30 during the Term. Following the Initial Term, the parties can mutually agre to extend this Agreement for an additional four (4) year term ("Renewal Term") by acknowledging in ‘writing the extension on or before June 30, 2020. 3. Upder Armour’s Oblications to University. 3A. Product Allowance. Under Armour will provide University with SIMBEEEEEorth of Under Armour Products in each Contract Year for purposes of outfiting Teams, Coaches, and Staff (‘Product Alowance”). The Product Allowance will ‘bo valued at Retail Pricing, University shall specify the quantity, type, and size of Under Products to be provided by Under Armour to fulfil the Product Allowance and shall notify Under Armour ofthe same in writing. ‘The cost of shipping the ‘Under Armour Products from Under Armour to University (exchuding Fed-Ex standard ground shipping which willbe covered by Under Armour) will be charged sgainst University’s Product Allowance and such costs are set forth in Exhibit A attached hereto, Any remaining Product Allowance atthe end of a Contract Year will be forfeited and will not rollover to the next Contract Year. University acknowledges and agrees that it shall be responsible for ensuring that all Under Armour Product ‘orders are made in compliance with Under Armour’s Product ordering procedures and NCAA rules and regulations. University {snot permitted to resell aay Under Armour Products provided to University pursuant to the Product Allowance, and any returns and exchanges must be processed in accordance with Under Armout's return policies. 3.1.1 Addition of Teams. In the event University adds varsity intercollegiate athletic teams to its Teams in existence as of the Effective Date, University will notify Under Armour, such new teams will be deemed to be included in the definition of “Teams,” and commencing in the first Contract Year in which such new Teams wear Under Armour Products and inesch Contract Year thereafter, the Product Allowance will be increased by a mutually agreed upon amount, taking into account the Product amounts necessary to outfit Teams in the same sport at other similar Under Armour-sponsored colleges and universities. Page 2 of 8 Pr ance Reduction for’ | Sanction. Notwithstanding the foregoing, in addition to any cer rights or remedies Under Armour ay have, for ary Contract Year in which a Core Team se forth below is sanctioned by the NCAA resulting inthe probbition of elevsion appearances ora reduction of post-eeaon play or Conference championship gzme play Gf spplicabie) by such Core Team, Under Amour shall have the right to redace the Product Allowance for such Contract Year by: MINN P< fr the Mics andlor Women’s Besktbal Tears, illercent (HP) or the Men's andlor Women's Soccer Teams, sbdllipercent (Ps) for the Men's and/or Women’s Lacrosse Teams. Such reduction rights shall be cumalatve in a Contract Yee. 3.13 Reductions for Spetting, In addition to any other rights or remedies Under Armour may have, in any ‘Contract Year in which a Team member “spats” or tapes the Under Armour Products, and/or obscures the Under Armour Marks ‘on any Under Armour Products (other than for an injury sustained by such Team member that requires taping for stability ‘purposes, provided that University provides Under Armour with notice of such injury within a reasonable time period following such injury, but in all instances prior tothe commencement of the next game), Under Armour shall have the right to reduce the Product Allowance provided to University in such Contract Year as follows: ‘Occurrence Redugtion 1* occurrence occurence and each = occurrence thereafter _| For the avoidance of doubt, succesive reductions shall be cumulative in Contract Year (og, 3 occurrences in a Contract Year would result in the Product Allowance being reduced by a total of SMM such Contract Year). 32. Additonal Products, 1fin any Contact Year University require addtional Produts for use by the Teams, Coaches, or Staff beyond the Product Allowance for such Contract Year, or requires Products for any University Athletics’ ‘operated sports camp, clinic, or other Teams -related event, University shall purchase any and all such Products from Team ‘Dealer at Team Pricing in accordance with Exhibit B, end shall not purchase such additonal Products from any third party. 33, Performance Bonuses. Under Armour shall provide University with the bonuses set forth in Exhibit C attached hereto. Bonuses st forth in Exhibit C shall be non-cumulative, except for any Coach ofthe Year bouuses. For purposes of clarity, bonuses wil be provided for Team competition only, and not for individual achievements, In addition, fora Team to cam a bonus, such Team must be exclusively wearing and using Under Armour Products in acordance with the terms of this ‘All bonuses will be Under Amour Product bonuses (.e., not cas) unless otherwise indicated, and any cash bonuses (f applicable) willbe paid within siaty (60) deys following the Team's achievement of such accomplishment and University providing notice to Under Armour ofthe same, 34, ‘Compliance with Exhibit D. Under Armour agrees to comply with the terms and conditions set forth in Bxhibit D. 35. Authentic Product Sales by Usiversty Approved Vendors) Under Armour represents that: (a) Under ‘Armour caretly hus an exiting License and Distribution As's. ent witha coleiate licensing prter, curently GPSI, In, da Gear for Sports (‘Licensing Parner), under which Licens: » Parmer bas certain exchsive rights wth respect to oéraio Under Amour Products boaring collegiate trademarks ncertan ss channels, and (b) Licensing Parner and University’s etal licensing agen (‘Retail Agent” who is curently Learicid Lig’ ig) have an existing non-exclusive retail Hcense agreement under which Licensing Partner may sell certain Products ‘certain University Marks pursuant to the terms of the license agreement 3.5.1. University shall ensure thet Under Armour and Licensing Partner, respectively, shall have the right to sell Under Armour Products bearing the University Marks with the associated payment of royalties by Under Armour for use of ‘the University Marks to the Retail Agent. 3.52. University hereby grants to Under Armour the exclusive right beginning on the Effective Date to sell the following Products bearing the University Marks: (@) __ all authentic competition apparel as wor by the Teams and their respective Coaches during, ‘practices, games, exhibitions, and other official University activities; and (b) __allofthe replica versions of such authentic uniforms developed for retail sale in each of the Apparel Categories; provided, however, that () in the event Under Armour has not brought to retail replica uniforms in an Page 3 of 8 Apparel Catogory in particular Distribution Channel (eg, Mass Markets) tien University my source andior license the University Marks to any vendor to produce replica uniforms in thet Apparel Category in tht particular Distrivation Channel ‘until such time as Under Armour brings replica uniforms in that Apparel Category in that Distribution Channel to retail, except University shal at no time source and license the University Marks for this purpose to a Direct Competitor, and (i) forthe ‘purposes ofthis Section 3.5.2, Under Armour has not brought an Apparel Category ina particular Distribution Channel until the replica uniforms ee manufstured, shipped, and available to retailers in that particular Distribution Channel 3.8.3 Subject in all instances to Section 3.5.6 below, University hereby grants to Under Armour the non= _qxclusive right boginning on the Effective Date to sell Performance and non-Performance Products, and headwear, bearing the University Marks. 3.54 Under Armour may exercise the rights granted herein either itself and/or pursuant to its agreement ‘with Licensing Pariner or any other third party with whom Under Armour may contract in the future, provided Under Armour, ‘Livensing Pariner, or such third party has a license agreement with University or Retail Agent (or another third party to which ‘University has granted the right to sublicense the University Marks) that remains in full force and effect. 35.5 [fatany point during the Term, University Athletics launches a retail website, University shall ensure that Under Armour Products are prominently featured and promoted. University, through Retail Agent, shall notify all University licensees of the exclusive rights granted herein within thirty (30) days following execution of this Agreement. In addition, University and Retail Agent shal notify all licensees that they may not place orders any time after sity (60) days of execution ofthis Agreement in any manner for those items which Under Armour has been granted exclusive rights herein 3.5.6 University agrees not to license or permit the licensing of the University Marks to a Direct Competitor for Products that reference University Teams or University’s Athletics Department. 35.7 The royalty amounts payable to University pursuant to the sale of Products bearing the University ‘Marks and Under Armour Marks shall be reflected in a soparate retail license agreement between Under Armour or Licensing, Partner and University or the Retail Agent. 4. University’s Obligations to Under Armour. 4.1. Exclusivity, University hereby grants Under Armour the exclusive right to supply the players, Coaches, and ‘Athletic Staff with the Products forall Teams. University shall not enter into an agreement for the purchase, gift, sponsorship, exchange, promotion, endorsement, or advertisement of any third party's Products with respec to the Teams, Coaches, or Staff. ‘Under Armour shall have the right of first refusal in the gi, sponsorship, or endorsement from third partes that provide Products of any of the University’s Teams” facilities in accordance with the matching procedure set forth in Section 8 below; provided, however, that University's Event Center will be excluded from this provision but University agrees that no Direct Competitor will receive naming rights to the Event Center during the Term. In adition, inthe event University receives eny proposal, offer, or interest from a third party for sponsorship of or product supply to @ Team, Teams, or Athletics, and such third party has “Armour,” “Armor,” ot another confusingly similar name thereto in its name ot the name of eny of is products or services, ‘University will nofy Under Armour and work with Under Armour in good faith regarding whether University accepts or declines such offer, University will require the Coaches, Staff, and Teams to wear and use the Under Armour Products exclusively for: ‘(@all Team activities, workouts, practices, games or other competitions, and sports camps or clinics operated by University; (b) athletic Teams-related photographs (whether still or moving); and (c) at interviews or press conferences, pubic appearances, daring any Coaches’ shows, and when specking for or acting as a representative ofthe Teams. Except as permitted separately ‘inthis Contract, University shall nt ellow Coaches, Staff, or Teams to wear and/or use any Products provided by any third party, ‘when representing the University. University shall not sponsor, co-sponsor, or endorse any competitor or any Products of any third pany at any University Athletics-operated sports camp, clinic, tournament, or other athletic Team event, and if any ‘University-operated camp or clinic provides Performance Products to camp or clinic attendees, such Performance Products will be Under Armour Products 41 Swimming and Diving Team. Under Armour acknowledges that University’s Men's and Women’s ‘Swimming and Diving Teams (“Swim Team”) has a pre-existing agreement with a third party Product supplier (“Pre-Existing ‘Agreement”). Upon the expiration or early termination ofthe Pre-Existing Agroememt (subject to any rights of first negotiation and rights of first refusal), University will enter into good faith discussions with Under Armour regarding the addition of the ‘Swim Team tothe definition of “Teams” as set forth herein. 4.12 Connected Fitness Products. Although Connected Fitness Products are not included in the definition of “Products,” University agrees that it will not enter into an agreement of any fype for the use or supply of Nike or adidas Page 4 of 8 ‘Connected Fitness Products for the Teams, Coaches, or Staff during the Term, if University supplies the Teams, Coaches, or ‘Staff with Connected Fitness Products. 4.13 Basketballs; Inflatables. Under Armour acknowledges that University’s Men's and Women’s Basketball Teams may be required t0 use the basketballs of a third party when playing away games, neutral site games, Conference games, and NCAA tournament games. As such, University’s Men’s and Women’s Basketball Teams will be permitted to practice with third party basketballs as needed to prepare for such games; provided, however, that University will ‘exclusively use and feture Under Armour basketballs in any Team photographs, social media posts, and public imagery ofthe ‘Teams published by University that includes besketballs (excluding in-game imagery from any of the aforementioned games which Under Armour acknowledges may feature third party basketballs). In addition, in the event a Team is required to use a third party inflatable product as required by the NCAA or Conference, such Team's use of third party inflatable shall not be deemed to be a breach ofthis Agreement. 42. Sports Eculpment; New Product Testing, In the event thatthe Coaches, Teams, or Steff members require Sports Equipment that is unavailable through Under Armour (c.g, bascbals, shotputs, pole vaulting poles, basketball nets, ct.) the Coaches, Teams, ot Staff mombers may use third party Sports Equipment item(s) provided that: (a) such third party is not & Competitor and (b) neither University nor any Coach or Staff member shall endorse, sponsor, promote, or advertise such Competitor's Equipment. If at any time during the Term Under Armour has business plans to provide any Sports Equipment that it previously did not provide, thea Under Armour shall give University notice of the Sports Equipment Under Armour intends +o provide and the following process (“New Product Aceptance Testing Process") shall be utilized. Under Armour shall provide Product prototypes to University for acceptance testing, University must approve or disapprove such prototypes within sixty (60) days of receipt of the prototypes; provided, however, that University shall nt unreasonably withhold its approval. Inthe event that University does not approve such prototypes in its reasonable discretion, University shall provide Under Armour with ‘written reasons for its disapproval, and Under Armour shall have a reesonsble time period to address University’s reasons for disapproving such prototypes end to resubmit th items to University. If University again disapproves such prototypes in its reasonable discretion, such products shall not be added tothe definition of “Products,” and University may source such products from a non-Competitor. If University approves the use of such Produc, then: (a) such product shall thereafter be deemed to be ‘included inthe definition of “Products” (after the expiration of any third perty agreement that University previously entered into {for such Products) and covered in all pertinent respects by the terms of this Agreement; and (b) University hall no longer be permitted, forthe remainder of the Term, to source suck Product from a third party other than Under Armour and (c) an increase to the annual Product Allowance is mutually agreed upon. Notwithstanding eny contrary provision of this Section 4.2, the New Product Acceptance Testing Process shall not be conducted during an official practice period or competition season for the affected Team. 43, Wear Testing. Subject to NCAA rules, University shall ensure that Teams, Staff, and Coaches shall make themselves reasonably available to Under Armour with respect to wear testing Under Armour Produets in development. Teams, ‘Staff, and Coaches shall, as requested, report to Under Armour, ether orally or in writing if so requested by Under Armour, on, the Under Armour Products supplied to Teams, Staff, and Coaches. Such written or oral reports shall address the fi, design, ‘wear characteristics, function, materials and construction techniques of the Under Armour Products the Teams, Staff, and ‘Coaches wear. The actual Under Armour Products in development and any information regarding such Under Armour Products, 4s confidential. If requested by Under Armour, the Under Armour Products in development shall be shrouded or tested in w private location so as to maintain the confidentiality of such Under Armour Products and Under Armour shall assist University ‘with these endeavors, Under Armour isthe owner of allright ttl, and interest in and to any and all rights in andito all intellectual property rights including, but not limited to all patents, trade secrets, copyrights, and trademarks created by Under Armour and/or ‘Teams, Staff, or Coaches in connection with such Under Armour Products. ‘Teams, Staff, and Coaches hereby assign and convey to Under Armour all such intellectual property and execute all papers and do all things necessary to effect the foregoing or to perfect or enforce any proprictary rights in such Under Armour Products. 44, Limitation of Liability and Disclaimer of Warranties. UNDER ARMOUR HEREBY DISCLAIMS AND UNIVERSITY HEREBY WAIVES ALL EXPRESS AND IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE UNDER ARMOUR PRODUCTS. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES ARISING OUT OF THIS AGREEMENT. 43. Visibility of Under Armour Marks. Under Armour Products shall be warn or used in the same condition as received from Under Armour. Neither University nor any Coaches, Staff or Team members shall remove or alter any Under ‘Armour Marks or other Under Armour indicia of origin on Under Armour Products or add the name, trademark, logo, or other indicia of origin of any third party unless required by the Conference or NCAA. Under Armour acknowledges that current NCAA legislation regulates the appearance of trademarks on all apparel wor by a suxdent/athlete. Subject to Section 9,2, Under Page 5 of 8 ‘Armour is subject to any changes in such legislation. 46. Promotional Opportunities and Privileges. University will provide Under Armour with the marketing ind ‘other benefits set forth in Exhibit E attached hereto in each Contract Year, at no cost to Under Armour unless otherwise indicated. 1h addition, University hereby grants to Under Armour the right to reproduce, display, and otherwise use game photographs and/or audiovisual footage of the Teams’ games subject 1o applicable NCAA and Conference rules to promote the Under Armour Products and its relationship with the Teams. 47. (Com pllance with Exhibit D. The partes agree to comply with the terms and conditions set forth in Exhibit D 5. Infllestal Property. Se Under Armour Grant of License. Under Armour hereby grants to University a royalty-free, non-exclusive, limited, non-transferable license to use the Under Armour Marks to promote the relationship between Under Armour and Teams including Under Armour being the “Official Outfitter of UMBC Athletics.” All such use of the Under Armour Marks by University stall eanform to Conference and NCAA rules. University shall submit to Under Armour and Under Armour stall have the right to approve all proposed uses of the Under Armour Marks by University. Under Armour shall not unreasonably ‘withhold, condition, or delay approval of such intended uses ofthe Under Armour Marks. If Under Armour doesnot approve ot disapprove a request for approval in writing within ten (10) days of receipt thereof, such materials shall be deemed disapproved. If Under Armour disapproves any materials submitted by University, Under Armour shall provide University with written reasons ‘sto why such materials were disapproved. Use ofthe Under Armour Marks by University and the goodwill associated therewith ‘hall inure to the benefit of Under Armour. Under Armour owns allright, ttle and interest in and tothe Under Armour Marks, ‘and University shall not do anything inconsistent with Under Armour’ ownership of the Under Armour Marks. 52. University Grant of License, University hereby grants to Under Armour a royalty-free, non-exclusive, limited, non-transferable Ticense to use the University Marks to promote Under Armour, the Under Armour Products and relationship between Under Armour and Teams including Under Armour being the “Official Outfitter of UMBC Athletics.” All such use of the University Marks by Under Annour shall conform to Conference and NCAA rules, Under Armour shall submit to University and University shall have the right to approve all proposed uses of the University Marks by Under Armour. University shall not unreasonably withhold, condition, or delay approval of such intended uses of the University Marks. If University does not approve or disapprove a request for approval in Writing within ten (10) days of receipt thereof, such materials shall be deemed disapproved. If University disapproves any materials submitted by Under Armour, University shall provide ‘Under Armour with written reasons as to why such materials were disapproved. Use of the University Marks by Under Armour and the goodwill associated therewith shall inure to the benefit of University. University owns all right, title and interest in and to the University Marks, end Under Armour shall not da anything inconsistent with University's ownership of the University Mars 33. Quality Control Obligations. University shall cooperate with Under Armour to assure thatthe quality ofits ‘use ofthe Under Armour Marks and the quality of its goods and services in connection with which the Under Armour Marks are ‘used is high. To that end, University shall make reasonable efforts as may be requested by Under Armour to assure that the ‘quality of University’s use of the Under Armour Marks and the Ievel of quality of its goods and services provided in connection ‘with the Under Armour Marks is high and does not detract from the goodwill associated with the Under Armour Marks. Under ‘Armour shall cooperate with University to assure thatthe quality of its use of the University Marks and the quality ofits goods ‘and services in connection with hich the University Marks are used is high. To that end, Under Armour shall make reasonable cfforts as may be requested by University to assure thatthe nature and quality of Under Armour’ use of the University Marks ‘and the level of quality ofits goods and services provided in connection with the University Marks is high end does not detract ‘from the goodwill associated with the University Marks, 6. Representations and Warranties, Each party represents and warrant to the other party thet: (e) it has the full right smd authority o enter into this Agreement, pecform its obligations under this Agreement, and grent all ofthe rights granted by it ‘under this Agreement; (b) this Agreement has been duly executed and delivered on its behalf and isa valid and binding obligation ‘enforceable against it i accordance with its terms; and (c) in the performance of this Agreement, it will comply with applicable Stat, federal, and local laws and regulations, and th mules ofthe Conference and NCAA. 7. Indemnification, Neither party shall assume any obligation to indemnify, hold harless, or pay attorneys” fees that ‘may arise from or in any way be associated with the performance ar operation of this Agreement. Page 6 of 8 Right of First Nocotintion; Riyht of First Refusal. 8.1 Right of First Nezotiation. University shall meet exclusively with Under Armour to negotiste in good faith the renewal of tis Agreement forthe time period commencing April 1, 2020 and ending May 31, 2020 (“Exclusive Nezotiation Period”). Prior to and during the Exclusive Negotiation Period, University may not participate in negotiations or entertain any ‘hid party offers with respet to the supply, marketing benefits, endorsements, or promotions of Products for Teams, Coaches, ‘or Staff, or any other benefits outlined in this Agreement (“Thicd Party Offer”); provided, however, that ifthe parties cannot ‘mutually agree upon the terms of such renewal by the end ofthe Exclusive Negotiation Period, then University can engage in negotiations with any third party with respect to the supply, marketing benefits, endorsements, or promotion of Products for ‘Teams, Coaches, or Staff, and any other benefits, subject to Under Armour's matching rights as set forth in Section 8.2 below. 82 Right of First Refusal. Commencing at the end of the Exclusive Negotiation Period and extending through August 31, 2020 (“Matching Period”), Under Armour shall have a right of first refusal with respect to any ‘Third Party Offer University receives on which University plans to make an award and/or accept (“Third Party Award”). University shall submit to Under Armour in writing all of the material terms of the Third Party Award (“Third Paty Information”) in an unreducted ‘writing on such third partys letterhead, or as outlined in an e-mail from a third party representative. Under Armour shall have ten (10) days from the date of its receipt of the Third Party Information to notify University in writing whether Under Armour ‘will renew this Agreement on terms atleast equal to the Third Party Information. If Under Armour notifies University in writing that it will renew this Agreement on terms atleast equal to or better than the Third Party Information, then University and Under ‘Armour will renew this Agreement on such terms. If Under Armour does not notify University within such 10-day period, then University may proceed with the Third Party Award to be effective aftr the expiration of the Term. University shall inform all third partes of is requirements under this Section 8. 9 oT 9.1. Upon Breach by Either Party. A party may terminate this Agreement in the event of a material breach of ‘any term or condition of this Agreement by the other party anda failure by such other party to timely cure the breach by giving notice as hereinafter provided. In the event of « breach, the non-breaching party shall provide the breaching party with writen notice of the breach specifying in reasonable detail the nature of the breach. Ifthe breaching party does not cure the breach within thiny (30) days afer receipt of the written notice, the non-breeching party may immediately terminate this Agreement ‘upon provision of written notice to the breaching party. 92. Addons Termination Rights for Under Armour. Notwithstanding anyother provision ofthis Agreement, ‘Under Armour may immediately terminate this Agreement by providing writen notice of termination to University if (2) University is required fo wear and/or use Products that are not supplied by Under Armour (excluding situations whereby the NCAA or Conference requires Teams to wear third party Products temporarily, suchas, for instance, championship celebration Products); (0) Under Amour placement rights with respect to the Under Armour Marks on the Under Armour Products are ‘materially diminished and/or the Under Armour logo size onthe Under Armour Products is materially reduced; (c) University climinates one (1) or more Core Team; (4) « Core Team does net compete ina fll gular season due to NCAA and/or University sanctions; (¢)a Team is placed op NCAA probation; (F) University, Coaches, Staff or Team members disparage Under Armour or its Products; (2) any Coach, Staff, or Team member commits any actor are involved in any occurrence which constitutes a rime in the jurisdiction in which it was committed and in the sole but reasonable discretion of Under Armour refect unfavorably ‘pon Under Armour or ts Products; or () Coaches or Siaff or Team members filo wear snd/oruse the Under Armour Products in breach of their obligations under Section 4,1 and Section 4 93. Effects of Termination. Except as otherwise set forth herein, upon termination of this Agreement, the parties shall immediately disoontinue all uses of the other party's marks (i.e, the Under Armour Marks or the University Marks, as the ase may be). Inthe event this Agreement is terminated prior to the expiration of the Term, fora period not to exceed one Inundred eighty (180) days afer the dato of termination, Under Armour may continue to se the University Marks for the following purposes: (a) agreements with media outlets in existence onthe date of termination that cannot be canceled by Under “Armour without penalty, and (b) as an integral part of Under Armour Product packaging materials that are in Under Armour inventory on the date of termination or that are scheduled for delivery under agreements in existence on the date of termination that canzot be canceled without penalty to Under Armour. 10, Miscellaneous. This Agrocmeat contains the entire agreement ofthe parties to this Agreement with respect tothe subject mater of this Agreement and shall be deemed to supersede all prior agreements Gnelnding without lanitation any bid documents or proposal), whether written or orl, andthe terms and provision of any such prior agreement shall be deemed 9 have been merged ito this Agreement. Inthe event of any dispute under this Agreement, the laws of the State of Maryland shall over the validity, performance, enforcement, interpretation and any othar spect of this Agreement, without rege to principles Of conflicts of laws thereunder. “This Agreement may only be modified or altered by writen instrument duly executed by the Page 7 of 8 rmination parties. Ifany provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder Of this Agreement chall nevertheless remain in full foree and effect. The filure of either party to insist in any ane or more {instances upon performance of any of the provisions of this Agreement or to pursue it rights under this Agreement shall not be ‘construed as a waiver of any provision or the relinguishment of any rights. The parties agree that the terms ofthis Agreement are confidential and except as required by applicable law, the partis shall not disclose in any way orto any third party any terms of this Agreement unless mutually agreed to by the parties in writing. University shall not assign its rights or obligations under this Agreement without the prior writen consent of Under Armour. Under Armour may assign its rights and obligations under this Agreement to: (a) an affiliate; or () a party that acquires all or substantially all of Under Armour’s assets. Any assignment in violation of this Section 10is void. The relationship of Under Armour and University shall be that of independent contractors. ‘Nothing inthis Agreement shall be construed or interpreted as creating a relationship of joint ventaers, principal and agent, or ‘employer and employee under any circumstances. This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same Agreement. The signatures ofthe parties may be delivered by facsimile or as an imaged document, in PDF, TIFF or JPEG format, and if delivered by facsimile or imaged document, said executed documents may be considered origintls forall purposes. 11. Notices. All notices, requests, or other communications required t be given under this Agreement or which the parties ‘may desire to give under this Agreement shall be in writing and (a) hand delivered personally, (b) sent by facsimile transmission ifthe transmitting party receives confirmation of successfl transmission or (c) addressed and sent by certified or registered mail, postage prepaid and return receipt requested tothe parties as follows: Ifto Under Armour: ‘Eto University: Legal Department University of Maryland, Baltimore County Under Amour, Inc. ‘Attn: Tim Hall 1020 Hull Street 1000 Hiltop Circle Baltimore, MD 21230 Baltimore, MD 21250 Facsimile: (410) 246-5922 Facsimile: With 2 copy to: University of Maryland, Baltimore County Attn: Terry Cook, Associate Vice President 1000 Hilltop Circle Baltimore, MD 21250 Facsimile: 1 any party wishes to alter the recipiontaddress to which communications to it are sent, it may do so by providing the new ‘information, in writing, to the other parties in accordance with this Section 11. All coramunications addressed in accordance ‘with this Agreement shall be effective (3) when received, if delivered by certified or registered mal, (i) on the date on which delivery is made, if personally delivered, and (ti) on the date of transmission, if by facsimile transmission. IN WITNESS WHEREOF, each party acknowledges that a duly authorized representative of such party has executed this “Agreement as of the date set forth below, and acknowledges that such party has read, understands and agrees tothe terms and conditions ofthis Agreement. UNDER ARMOUR, INC. UNIVERSITY OF MARYLAND, BALTIMORE COUNTY | - e) By: | es WM pe Ea Prorname: BRVWN_COMMINGS pintine Tere) cooks Tite:_ VD, REGQONTAL SALES 2 SH AVP Admin. Services Date: 8[ 29,18 ___ pate: 7/2¢/.8 ‘Approved for Legal Sufficiency UMBC Office of the General Counsel 5, goog {All Product Allowance order with expres shipping metiods wil be assessed en increased freight charge tobe deducted fom the ttl Product Allowance smount The eight deduction vil be a percentage of the order subtotal and wil be stucured sovontingly. Fedtix Non Standard Ground Shipments Ws FedEx 3-Day Shipments ~ Bes FedEx 2-Day Shipments — iP FedEx Overnight Shipments ~ MiP FedEx Overnight Priority Shipment ~ bo FedEx Seurday Delivery Shiprents — BPs Exhibit Official Outfitter Agreement Team Dealer Acknowledgement ‘f'n any Contract Year University (i) requires additional Products for use by the Teams, Coaches, or Staff in any Contract Year, ‘or (i) wishes to purchase Uniforms for any Team, University shall purchase any and al such Under Armour Products from Team Dealer at Team Pricing, and shall not purchase such additional Products from any third party. In the event University elects to parchase Under Armour Products for any University Athletic Department-operated sports camp, clinic, or other related event, University shall purchase Under Armour Products from Team Dealer at Team Dealer Pricing on Team Dealer’s standard sales order form. Team Dealer and Under Armour shall meet with University representatives to discuss Product assortments, ordering and delivery scheduling, and new Products. Team Dealer shall maintain appropriate levels of Under Armour Product inventory ‘to satisfy University's requirement on a timely basis. For the avoidance of doubt, Under Armour reserves the right to change the ‘Team Dealer upon thirty (30) days written notice to Team Dealer and University. In the event University is not satisfied with ‘Team Dealer's servicing to University during the Term, as determined in University’s reasonable, good ‘uit discretion, University will notify Under Armour in writing. Under Armour shall endeavor to remedy any Team Dealer servicing issues ‘within ninety (90) days following Under Armour’s receipt of notice from University. In the event Under Armour is unable to remedy such servicing issues within such 90-day period, University shall have the right to request a substitute Team Dealer, such substitute Team Dealer to be mutually agreed upon in good faith by University and Under Armour. Notwithstanding anything contained herein tothe contrary, Team Dealer shall provide University with Under Armour Products ‘with total etal value of US $f cach Contract Year fee of charge. Further, Team Dealer agrees that Team Pricing for University during the Term will be| (6 off of Under Armour’ then-current retail pricing. University shall specify the quantity, type, and size of the Under Armour Products to be provided by Team Dealer hereunder, and will notify ‘Team Dealer ofthe same in writing. TEAMD! xKNON JENT & AGREEMENT ‘Team Dealer acknowledges and agrees that, by its execution below, Tea has inde decided to o ‘terms and conditions of this Exhibit B. PrintName,

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