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adidas America, Inc. Offer to University of Washington for Sponsorship and Supply Agreement adidas America, Inc. (“adidas”) hereby makes an offer (the “Offer”) to enter into a sponsorship and, supply agreement with the University of Washington (“University”), on behalf of its Department of Athletics (“Athletics”), containing the following terms and conditions (the “Sponsorship and Supply Agreement”): Term: 10 years, from July 1, 2019 through June 30, 2029. Each period from July 1 of one year through June 30 of the next is Annual Fee a Contract Year. Signing Bonus: $3,000,000, payable by adidas to Athletics, on July 31, 2019, Each Contract Year, adidas will pay Athletics the Annual Fee specified below, in equal semi-annual payments on August 1 and February 1 of such Contract Year. Contract Year Annual Fee 2019-20 ‘$4,500,000 2020-21 __ $4,900,000 2021-22 23 $4,900,000 $5,000,000, 2023-24 ‘$5,000,000 2024-25 ‘$5,000,000 2025-26 $5,000,000 2026-27 2027-28 ‘$5,000,000 $5,200,000, 2028-29 ‘$5,250,000 Total: $49,750,000 Product The following will be provided to Athletics free of charge or expense, including shipping: Product for | Product for use at Competition | D's Discretion Contract Year| (value @ retail) | (value @ retail) 2019-20 $6,000,000 $250,000 2020-21 2021-22 $4,850,000 $250,000 $4,950,000 ‘$250,000 2022-23 $5,050,000, $250,000 2023-24 $5,150,000. $250,000 2024-25 $5,250,000 $250,000 2025-26 2026-27 $5,350,000 | $250,000 $5,450,000 $250,000 | 2027-28 $5,550,000 $250,000 2028-29 $5,650,000 $250,000 Fat 1204-18 ATTACHMENT 1 nang Page 1 of 12 Notes: Costs of special use uniforms, footwear and accessories for football, men’s basketball Product and Exclusivity, Category; Ft.1204-8 nang and women’s basketball will be borne by adidas and will be over and above (and are ‘therefore not included in) the product allowances specified above. Athletics will have the right to purchase “Unavailable Products” (as defined herein) from third parties using product allowances provided that: (1) it shall not purchase such Unavailable Products from any Excluded Licensees (as defined in the “Licensing” section below); and (2) such third party shall not receive any advertising, marketing or other promotional rights. adidas will use commercially reasonable efforts to have no order minimums and to produce all products {i., not just on-field products) in Athletics colorways. As used herein, “Unavailable Products” means any “Products” (as defined in the “Product and Exclusivity Category” section below) that adidas does not: (I) manufacture; or (i) produce pursuant to a third party license), Each Contract Year adidas will supply all teams (at adidas’ sole cost) with top tier Originals products for off-court/off-field use, and such products will be over and above (and therefore not included in) the product allowances specified above. If Athletics adds any sport program(s) during any Contract Year, then the product allowance for such Contract Year and each Contract Year thereafter will be increased by $100,000 (value at retail) for each such new sport program. Athletics may carry forward up to $150,000 (value at retail) worth of adidas Products from any Contract Year (except the last Contract Year) to the next Contract Year. adidas will work closely with Athletics in the development of products for all sports. Products provided hereunder by adidas for competition shall be mutually agreed on. Further, Athletics will have approval rights over any and all use of University’s intellectual property, such approval not to be unreasonably withheld. The subsequent availability of Unavailable Products shall not impact or interfere with any then exisiting Athletics contracts for the acquisition of such Products. ‘adidas will be the exclusive supplier of athletic, athleisure and casual footwear, apparel and accessories, and sports equipment (collectively, “Products") for Athletics, and the exclusive Products sponsor of Athletics (except for Unavailable Products), and Athletics will require its coaches and staff (when they are acting in their official Athletics capacity and are wearing Products) to exclusively wear and/or use adidas Products, and Athletics, will require team members (when they are participating in official Athletics program. activities in which Products are worn) to exclusively wear and/or use adidas Products, except: (i) with respect to products and product categories listed on Schedule |, which will be excluded for the Term subject, in the case of bats and fielding gloves, to the provision below (“Excluded Products”) and Unavailable Products; (i) as and only to the extent directed by NCAA, athletic conference, of tournament requirements ("Superseding Exception’), except that, if any such Superseding Exception(s) directs Athletics to use @ Competitor product other than inflatables and other than for a limited duration (e.g, teams may be required to wear Competitor headwear and tshirts during Page 2 of 12 Ft.1204-8 nang NCAA or conference championship locker room celebration moments), adidas will have ‘the right to an equitable adjustment of its payment obligations hereunder, the amount of which reduction to be negotiated in good faith between adidas and Athletics; (i) in the case of a medical issue with footwear that cannot be resolved despite Athletics’ .g00d faith efforts to work with adidas on a resolution unless working with adidas ‘towards a resolution is not immediately practicable, the relevant team member may ‘wear non-adidas footwear provided all visible manufacturer identification is obscured; (iv) coaches and staff may wear non-Products in connection with their official Athletics duties (e.g, dress shoes and suits); (iv) Athletics will have the right to request that certain non-adidas products be used by certain programs (or certain athletes in certain programs), and adidas agrees to consider such request(s) in good faith (it being understood that adidas is not obligated to approve any such request(s)}; (v) non-game day use (only) of Maul Jim eyewear by the Athletics football team (players, coaches and staff) will be permitted; and fas mouthguards may be used for research- related purposes. Notwithstanding the foregoing, Excluded Products bats and fielding gloves shall be included in adidas’ exclusive promotional, supply and wear and/or use rights starting with the 4th Contract Year, subject to approval of adidas bats and fielding gloves by Athletics, which approval shall not be unreasonably withheld, it being understood that Athletics’ disapproval shall be deemed reasonable only if there are legitimate issues with the quality, durability or safety of the applicable adidas Products. If Athletics adds lacrosse during any Contract Year, then adidas will have exclusive supply rights to lacrosse hardgoods, subject to approval of adidas lacrosse hardgoods by Athletics, which approval shall not be unreasonably withheld, it being understood that Athletics’ disapproval shall be deemed reasonable only if there are legitimate issues with the quality, durability or safety of the applicable adidas products. The exclusivity described in this paragraph shall pertain to Athletics only and shall not limit or otherwise restrict the rights of University in its operations outside of Athletics. adidas acknowledges and agrees that, with respect to Athletics-sponsored camps and clinics conducted by Athletics coaches, Athletics’ only obligation Is to require that (x) participants in such camps and clinics be given either adidas or unbranded t-shirts; (y) its coaches not endorse a Competitor's products in connection therewith; and (2) no Competitor is provided any advertising, marketing or other promotional rights in connection therewith, and that Athletics and University as a whole will not have any obligations with respect to non-Athletics-sponsored camps and clinics. As used herein, “Competitor” means any person, entity or organization who or which, now or in the future, manufactures, markets, licenses, produces and/or distributes products or services within the same or similar product categories as any Products, including but not ited to Nike, Hurley, Converse, Under Armour, Russell, Puma, Reebok, New Balance and any affiliate(s) or subsidiary(ies) of such party. Page 3 of 12 Bonuses: Licensing: Ft.1204-8 nang adidas will pay Athletics bonuses in the amounts specified below in each Contract Year that an Athletics’ team attains the corresponding achievement specified below, in each case within 30 days of adidas’ receipt of an invoice therefor: Football Bonuses College Football National Champions College Football National Championship Runner-Up College Football Playoff Participant College Football Undefeated Regular Season College Football “New Year's Six” (non-playoff eligible) Bowl Game Participant College Football Conference Champions College Football Coach of the Year Men's Basketball Bonuses College Basketball NCAA Champions College Basketball NCAA Championship Runner-Up College Basketball Final Four Participant College Basketball Conference Champions (Regular Season or Tournament} College Basketball Conference Tournament Runner-Up College Basketball Coach of the Year Women’s Basketball Bonuses College Basketball NCAA Champions College Basketball NCAA Championship Runner-Up College Basketball Final Four Participant College Basketball Conference Champions (Regular Season or Tournament) College Basketball Coach of the Year * Non-cumulative by applicable sport $500,000" $250,008 $125,000 $100,000 $100,000 $125,000 $100,000 $500,000" $250,000" $200,000" $150,000 $ 75,000 $100,000 $200,000* $ 75,000" $ 50,000" $ 25,000 $ 50,000 ‘The following will be reflected in, and subject to the terms and conditions of, one or more separate retail license agreements between adidas and Athletics, Athletics’ licensing agent, University or University's licensing agent (each, a “Retail License Agreement”): Page 4 of 2 Notes: Ft.1204-8 nang Royalty Rates: Royalty | Royalty Ratesfor | Rates for Contract. | Contract Years Years . 15, 6-10 Standard License 15% 16% {does not include Husky Throwback Program) Husky Throwback 20% 20% Progeam Exclusive 15% 16% Authentie/Replica Products Annual Minimum Royalty Guarantees (“MRGs"): Contract Year MRG 2019-20 $300,000, 2020-21 $300,000, 2021-22 $300,000 2022-23 $300,000 _| 2023-24 $350,000 2024-25 $350,000 2025-26, $350,000 2026-27 $400,000 [2027-28 | $400,000 2028-29 $400,000 * provided, however, if adidas and Athletics do not renew the Sponsorship and Supply ‘Agreement, then the MAG for 2028-29 will be $0. {As used in the table above in this Licensing section, "exclusive" means that adidas will be the licensee with the exclusive right to include official Athletics logos and marks on products within certain designated product categories. The scope of such exclusivity may be limited to certain styles and/or distribution channels, and will be mutually ‘agreed on in the long,form contract and/or separate Retail License Agreementts), with the understanding that if adidas is not given exclusive rights, it shall be granted non- exclusive rights (other than in the “mass” distribution channel, except that adidas may sell Off-Price/Closeout product on a non-exclusive basis if ts first-tun excess adidas inventory originally manufactured with official Athletics logos and marks). adidas will receive exclusivity to and adidas’ exclusivity shall be limited to: authentic competition Page 5 of 2 Labor Standards and Corporate Social Responsibility: Ft.1204-8 nang products worn by the athletic teams and their respective coaches, and replica versions ‘of such authentic competition products, which authentic competition products and their replica versions shall be referred to herein as “Authentic/Replica Products”. adidas will not have any right to sell Authentic/Replica Products in the “mass” distribution channel. For the sake of greater clarity, this Sponsorship and Supply Agreement does not grant adidas any rights, exclusive or otherwise, with respect to product in the “mass” distribution channel (except that adidas may sell Off-Price/Closeout product on a non- exclusive basis fit is first-run excess adidas inventory originally manufactured with official Athletics logos and marks) and does not limit University's or Athletics’ right to enter agreements concerning product in the “mass” distribution channel with third parties other than “Excluded Licensees” (as defined herein). Notwithstanding the foregoing: (2) Athletics and University may not license any of the following companies to manufacture and/or sell any products including official Athletics logos and marks: NIKE, Hurley, Under Armour, Reebok, New Balance, Puma, Asics, Li-Ning and Anta and any affiliate(s) or subsidiary(ies) of the foregoing ("Excluded Licensees”); and (2) Nothing herein will preclude Athletics from participating in any NCAA, athletic conference or tournament licensing program (e.g., with respect to any bowl game, tournament or championship), including in the event such licensing program involves an otherwise Excluded Licensee. Based on the demand for University and Athletics’ licensed Products and adidas’ customary retail policies and procedures regarding range assortment and product selection, adidas shall offer for sale University and Athletics licensed Products in adidas owned retail stores nationwide. If there is any conflict between the terms and conditions of this Offer and any Retail License Agreement, then Athletics and University acknowledges, and agrees to instruct its licensing agent{s), that the terms of this Offer shall control. adidas represents and warrants that it has been provided with a copy of, and understands and accepts, University’s and Athletics’ current requirements of University and Athletics licensees with regard to labor code standards, factory monitoring, factory disclosures, wages, licensee corporate responsibility, remediation and the Bangladesh accord, and that such current requirements are subject to annual review and revision by University and Athletics. adidas agrees that each Retail License Agreement will impose obligations on adidas (and its factories, subcontractors, etc.) no less stringent than such current requirements, and that adidas’ (or any of its factory's, subcontractor's, etc.) Page 6 of 2 Rights of First Negotiation and Refusal: Sponsorship Benefits: Marketing/ Development Commitment: Ft.1204-8 nang failure to comply with any of such obligations will be considered a material breach of, such Retail License Agreement. 60 day first negotiation period with respect to renewal beginning 18 months prior to contract expiration. No negotiations with any adidas Competitor until such 60 day period expires. adidas will have standard right of first refusal, during the Term and for 90 days thereafter, with respect to any third party offer that Athletics intends to accept, for product supply/endorsement rights relating to Athletics intercollegiate athletic, programs. Customary sponsorship benefits (e.g, tickets, hospitality, program ads, etc.) to be negotiated in good faith and included in long-form contract. At a minimum, such benefits will include: 2 sideline passes for home and (if available) away football games (for adidas rep use only); space provided for an adidas representative on campus; 16 premium season tickets/4 parking passes to home football games (regular season); 6 tickets to each road football game (regular season); 10 football bow! game tickets (lower level, premium seating, if available}; 10 season tickets/4 parking passes to home men’s basketball games {regular season); 6 tickets to each road men’s basketball game (regular season, premium seating, if available}; 10 post-season tickets {lower level, premium seating), with the right to purchase up to 6 additional tickets (as needed), for each round of men’s basketball tournament {if available); all other sports ~ 10 season tickets for home games and 4 road game tickets. Each Contract Year, adidas will spend at least the amounts specified below on out-of- pocket costs (i.e., exclusive of overhead but inclusive of all productions costs and media buys) on mutually agreed activations/other marketing activities: Spending Contract Year Commitment 2019-20 2020-21 2021-22 2022-23 2023-24 2026-27 2027-28 Page 7 of 12 Interns: 3, EXOS: ‘Additional Terms: Extraordinary Termination Rights: Ft.1204-8 nang 2028-29 $1,100,000 Each Contract Year, Athletics may direct adidas to spend a mutually agreeable portion of the spending commitment for such Contract Year on the purchase of mutually agreeable Athletics owned or controlled inventory or on other Athletics-specified marketing or marketing-related Athletics budgetary “hard costs.” The parties agree to work together to utilize al funds in a way that avoids UBIT exposure to Athletics. adidas will use commercially reasonable efforts to hire 2 University students per year as interns as part of its internship program in Portland, Oregon. 3 and EXOS will provide mutually agreed on consulting services to Athletics, if requested, relating to the development of enhanced sports performance capabilities. adidas will pay P3 and EXOS for all such services mutually agreed by adidas and Athletics. This Sponsorship and Supply Agreement, any licensing agreement, and all records related hereto, will be considered part of the public record and available for public review by Athletics, adidas or others upon request, unless this Sponsorship and Supply Agreement or a related record is exempt under law. Ifa public record request is received to view this Sponsorship and Supply Agreement or related records, Athletics will notify adidas and comply with the request in accordance with applicable Public Disclosure law. This Sponsorship and Supply Agreement, and the rights and obligations contained herein, shall be construed in accordance with, and governed by, the laws of the State of Washington, without giving effect to any conflicts of law principles that would require the application of the laws of any other jurisdiction. Any dispute arising hereunder shall be heard in a court of competent jurisdiction located in King County, Washington. Prior to filing any legal action (other than for equitable relief, Athletics and adidas shall endeavor in good faith to resolve the dispute through non-binding mediation in a neutral location. Athletics shall have the right to terminate this Sponsorship and Supply Agreement (and have the right to terminate the long-form contract) if adidas engages in conduct that attracts national publicity which, based on objective evidence, has a material adverse effect upon the status or reputation of Athletics or University, as determined by University in its reasonable discretion, adidas shall have the right to terminate this Sponsorship and Supply Agreement (and will have the right to terminate the long-form contract) if Athletics engages in conduct 8 Page 8 of 2 Effectiveness; Long-form Contract: Ft.1204-8 nang that attracts national publicity which, based on objective evidence, has a material adverse effect upon the status or reputation of adidas, as determined by adidas in its reasonable discretion, Before either party exercises the foregoing extraordinary termination rights, the CEO from adidas and Athletics’ Director of Athletics will meet (within thirty (30) days after either party gives written notice to the other party) at a mutually agreeable location to discuss the event(s) that such party believes represents the basis for such party's termination right. If the parties cannot resolve the dispute within fifteen (15) days after the meeting is held, then the party that desires to terminate may proceed with notification of termination as provided herein. The parties will pay their own costs, fees and expenses incurred in connection with this procedure. Unless otherwise required by law, neither party will disclose any aspect of the dispute (or any discussions in ‘connection therewith) without the other party's prior written consent. ‘The effectiveness of this Sponsorship and Supply Agreement is subject to satisfaction of the following conditions: (1) Approval of the terms and conditions of the Offer by the Board of Regents of Athletics; (2) NIKE USA, Inc. (“NIKE”) failing or declining to match or better the material, measurable and matchable terms contained herein within the timeframe specified In the existing agreements between Athletics and NIKE {it being understood and agreed that, as between Athletics and adidas, Athletics’ good faith determination of ‘whether NIKE failed or declined to so match or better such terms shall be conclusive); and Athletics accepting the terms and conditions of the Offer, by countersigning below, at any time prior to the Offer being revoked by adidas in writing, it being understood and agreed by adidas that the Offer shall be irrevocable (i.e., shall be ‘open for acceptance by Athletics and may not be revoked by adidas} from the date hereof at least until 5 pm Pacific time on the third business day after the later of (a) April 12, 2018 and (b) the date upon which NIKE’s right to match shall have expired (the “Minimum Acceptance Period”), a) If Athletics falls to accept the terms and conditions of the Offer, by countersigning below, at any time prior to the Offer being revoked in writing (after the Minimum Acceptance Period) by adidas (“Revocation”), then the Offer and the Sponsorship and Supply Agreement shall automatically be null and void, and neither party shall have any rights or obligations hereunder or thereunder thereafter. If Athletics accepts the terms and conditions of the Offer, by countersigning below, at any time prior to Revocation (the date of such acceptance being the “Effective Date”), then 9 Page 9 of 12 a) As of the Effective Date, this Sponsorship and Supply Agreernent shall become effective and constitute a binding and enforceable agreement between the parties until such time (if any) that @ long-form contract is entered into between the parties; and b) Athletics and adidas will negotiate in good faith and execute a long-form contract that reflects the above, and other customary terms and provisions not inconsistent with the above (including mutually agreeable termination rights for each party and reduction rights for adidas in certain circumstances), within 30 days after such countersignature, provided, that if, despite their good faith efforts, the long-form contract is not executed within such 30 day period, the parties will continue to negotiate the long-form contract in good faith. The signatures of the parties may be delivered in counterparts by facsimile or as an imaged document, in PDF, TIFF or JPEG format, and if delivered In counterparts by facsimile or imaged document, said executed documents may be considered originals, and one and the same for all purposes /ISIGNATURE PAGE TO FOLLOW// Ft.1204-8 nang 10 Page 10 of 12 adidas America, Inc. LLM Chris McGuire, Senior Director of Sports Marketing, Rao Paul Ehrlich, General Counsel Accepted and Agreed to: ‘The University of Washington 4 neatanaetaetatatattatt Jennifer Cohen, Director of Athletics Ft.1204-8 nang Date Date: 18/1 Date: Page 11 of 12 Ft.1204-8 nang Schedule 1 Excluded Products aa Ere baseballs, bats fielding Baseball loves, batting helmets, fungos softballs, bats, fielding | Softball gloves, batting helmets, { fungos I Golf~Men clubs, balls | Golf—=Women clubs, balls Tennis Men tennis balls, rackets, strings, Brips, ete. ey tennis balls, rackets, strings, grips, ete. Volleyball Volleyballs Page 12 of 12 Current Estimated Ranges of Annual Average Cash Compensation” As of March 2018

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