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COLLEGE TEAM PRODUCT SUPPLY & SALES CONTRACT THIS IS A CONTRACT made and entered into by and between APPALACHIAN STATE UNIVERSITY, 2 constituent institution of the University of North Carolina with a principal place of business located at 435 Academy Street, Boone. NC 28608 (the “UNIVERSITY)). and NIKE USA. Inc., NIKE’), wits offices at Ons Bowerman Drive, Beaverton, OR 97005, with regard to the purchase land eupaly of NIKE product for use by the UNIVERSITY and its athlete progrems. In consideration of te mutual promises, terms and concitons set orn in this “Contract Terms Sheet” and in the attached NIKE ‘Standard Terms and Conditons (Ihe ‘Standard Terms") the partes agree a® fllowe: ‘A. GONTRAGT PERIOD: The Contract term shail be June 1, 2015 to May 31, 2022 unless sooner terminated in accordance wih the terme and condiione hereot (cclectvely, the "Contract Period’) This Contract shall replace and supersede the contract between the partes executed on January 7. 2013, GRANT OF RIGHTS & USE OF NIKE PRODUCT: In consideration of the product supplied referential pricing and purchase credt provided by NIKE under this Contract, and subject to the Standard Terme, the UNIVERSITY: (1) grants to NIKE. and NIKE hereby accopta. the exclusive right ‘0 () supply products to the “Covered Programs” in ine Aistcs Department cf UNIVERSITY (88 efined in the Stancard Terms), and i) utlize (subject tothe approval provisions of tis Contract) the "Designations’, the “Liceneod Marks’, andler “Game Photos” or "Game Footage" (es each term is efined inthe Standard Terms) worlwide, in any mecia (now known oF hereafter created) including, ut not imited to, the wordwide web, CD-ROM and other interactive and multi-media technologies, Connection with the advertising, marketing, promotion and sale of "Products" (as defined in the Standard Terms), and NIKE brands; and (2) shall ensure that the players andi staff of tie Covered Programs weer andlor use exclusively NIKE Product in accordance wit Paragraph 2 of the Standard ©. PRODUCT CONSIDERATION: In consideration forthe rights granted under thie Contract, each “Contract Year" (a8 defined inthe Standard Terms), Universty shall be entiled to order direct from NNIKE, and receive, the below indicated amounts of NIKE Product for use by (orn connection with) the Covered Programs. cinics, camps, Coaches, Staff and such other purposes a8 Univeraty and/or the Director of Athitics may deem spproprite to suppert the relationship between the parties. Fostbait ‘Team Procuct '$72.500 (rota val NIKE Et {$12,500 (rota value co 20, 20 20 35,000 (etal value) $7,000 (retail value "si convact Year ‘3100000 (etal vawve) 2nd Contract Year ‘$105,000 (etal vaive) ‘rd Contreot Year '$110,000 (etal valu ‘ath Contract Vear S118 ono etal vay —] ‘th Contract Year '$120,000 (etal value) ‘th Contract Year $125,000 (etal value) "th Contract Year ‘$120,000 (rotat value) cobol Pregern ieqiredio io NRE Toobals ‘Tobe aloceed ate Osco fe Dre of Aes, : Foobat Sh Conp morey wa be transfered io Colege Spans Naketng to manage under en GumeCay ifn any Contract Year UNIVERSITY requires adttonel NIKE Product In quantites i excess of ‘hat provided under this Secton C, UNIVERSITY agrees tha all Product for Covered Programs Uso shall bo purchased irecty from NIKE. UNIVERSITY shall be ented to purchase such Product crect from NIKE in accordance with the discounts set forth in Secton D below, and subject o availablity and NIKE standard sales terms ard conditions D. PURCHASE OBLIGATIONS & PRICING DISCOUNTS: In consideration of the product supply, merchandise credit and preferetial pricing provided by NIKE under thie Contact, the UNIVERSITY agroes that all Product for Covered Programs use shall be purchased drecty from NIKE and that the UNIVERSITY shall not purchase or accept any Products from any party other than NIKE. AI Product purchasad pursuant to ths provision shall be sod to the UNIVERSITY atthe discourted rate sat forth in the chart below. Product Deseripton Discount ‘Apparel wholesale ‘Untorms (@ wholesale Footwear ‘wholesale Equipment ‘@ wholesale E. SPONSOR BENEFITS: As a eponsor of the Covered Programs ‘charge to NIKE, the UNIVERSITY stall provige to NIKE: (1) Four (4) complimentary eeascn ekets for all Feotball games (beet available field level) and @) Two (2) complimentary tickets to any post-season events which UNIVERSITY participa In, including rational championships; and (@) Eight (@) complimentary tickets to each Conference and NCAA Toumement game in which the Men's Basketball Team competes; ard (6) Eight (6) complimentary tickets to each Conference and NCAA Tournament game in which the Women's Baskettall Team competes: anc (©) _ UNIVERSITY shat also faclitate a ful-page black and white advertisement supplied by NIKE in UNIVERSITY's Wornen's Baskettal meda guice. ‘each Contrect Year and at no F. ANNUAL SPECIFIED APPEARANCES: Eoch ‘Contract Vea" (as defined in te Standard Terme), the head coach ofthe Football Program shall meke up to one (1) appearance and the head coach of the Women's Basketbal Program shall make up to one (1) appearance in scoordance wih Paragraph 11 ofthe Standard Terms. [Signature Page Follows) IN WITNESS WHEREOF, the parties hve duly executed this Contract as f the date indicated botow. APPA swpetenr wy Wis: Athlete Drector UNIVERSITY Address: NIKE USA, Ine. By. its Dated: 1 NIKE STANDARD TERMS & CONDITIONS ADDITIONAL DEFINITIONS. ‘The toms set forn below fn this Paragraph shal be defines fr ll purposes under this Contacts folows {e)” "NIKE Group? shal meen NIKE USA, Inc, NKE Read Senices, Inc. (bla NikeTowr), thet parent company NIKE. Inc, their icarsaes. dstrbutors. subsidaves. sfllates and any ttvoeceor company. (b) "Llcersed Marks" shat meen the names, ricknames, mascots, idontfcations, ademas, tenice. marke, lgographies andor symbole, and any other recognized relevance "0 the UNIVERSITY or te Covered Progr, (©) ‘Covered Programs’ shall mean each ofthe vary intercotegiate alte programs lated in Eat A hereto, (6) “Team Member" shat mean student afote atoning the UNIVERSITY curing the term of this Contract ac onthe roster of @ Covered Progam. (©) ‘Stat shall mean, collectively, al coaches, equipment managers, trainers and any onal tlt cemployed by the UNIVERSITY dung the tem cf bie Contect to provide services to the Goveres Prosrams ‘Contec Year shall mean e2ch consecutive Wwelve (12) month period from June 1 trough May 31 dung the term otis Conrect (@) ‘Products’ shal mean: () ll abletc and etelicaly inapred or derived fotweer tht ny Team Member aro: wear of ‘may be Teasoradly expacted tO wear whle participating mn ther respective spor (Footwear (i) aithents compat epperal sonalating of uniloms, wa ‘pe, practorveay,sielne apparel, and sina eppare, Tat Team Members or Sta! wear er may be reesonably axpecied to wear wile parscpatng in Covered Program: (i) al afer {pparel artles ofan alec or atoieuro nature neludng BU not fo po ehita, got shits, tareops, T-sits, swealsus, separates and other Body coverings, and accessories of an athlete or atheisure nature. inching Dut not dled fo heedwear. headbands. wristbands, tags, socks, prlecive gree, Wat ony Team Member or Staf weer or use or may be ‘eaconeby expected to wear or Use while parvepathg in Covered Program, (w) compeiton Dale; protec ayer eyewear win partons aoe and sangusses and ay ther sports equpmert NIKE Curenty makes or May add 10 he Product thes at any tne during the Contest Parod. (h) "NIKE Product" shal mean al “Producten conection with which, or upon which the NIKE nar, the Swoosh Design the NIKE AIR Design, the Basketbal Player Silhouette uumprert) Design or any other vadematks or branes (eg, Sperts Specates, Brand Jordan, SPL 28) row or hereafter onmed and/or centrallod by NIKE appear (colectvely, the ‘NE Marks) ingly or fas comtinaton, EXCLUSIVE USE OF NIKE PRODUCTS. ‘Throughout the Contact Pescd, the UNIVERSITY shal make NKE Products avalabe on an excuaive bane to he Covered Progra to be worn andlor Used by Team Mombere and Staff duing practces, games, exibitons (including dung locker room tciviles), clnics andlor sports camp, lockertoom andor sdeine celebrations endior presentations, land her offal or UNIVERSITY sanctions actvtis (ncusing bul rot ited to photo sessions an intevtews) during wien Team Merrbers and Staff wear andior use Products except ae clheraae provided under te Paragraph. Tha UNIVERSITY shal enaure tat no Team Member or Saf shall {a} ater or pert the aeration of ary NIKE Preduct wern or used by them Wo resemble @ ron-NIKE Procuct or () wear any now NIKE Products which have been altered to resemble NIKE Procuct ‘The UNIVERSITY acknowledges tha! “poling-out,"speting” or herwise taping. #0 a8 to cover or ‘obscure any potion of any NIKE trademak, the NIKE Products worn by Team Member ensior Sift ‘3 required ‘under thi Paragraph is inconsistent with the, purpose of fis Contact NIKE ‘sckroniedges that. notwithstanding anything In hs Paragreph tthe contrary, Saf may weer, 08 ‘Spproprate for te creumstaness, wowaveue footwear” Of apparel (eG, busiress. alle) conection wih ther fica cules ard that wearing uch apparel shall not nsttue @ breach ts Paragraph ‘Catege Tour Supply & Sates Cento 3. MERCHANDISE ORDERS & DELIVERY. All product to bs supped by NIKE under Saction C above shall be delvered F.0.B. to the UNIVERSITY. Oniy properly eubmitied orders fram the Athistc Director (or other suthorizad eprecentative ol the UNIVERSITY) shall be filed by NIKE. Provided the UNIVERSITY places its complete annual product orders on a tinely basis in sccordance with NIKE’s standard ordering deadines {which are typical 9-12 months in savance of the dasired delivery cate). the snrus! prosuct allotments for each upeerning season shall be delvered to the UNIVERSITY iereray tiny (20) day pir tothe elat of the ragular season, Notwithstanding the foregoing, te UNIVERSITY acknowledges that product deivery May be staggered In accoveane with 2 mutually reed pricy echedule 4. ADVERTISING APPROVALS & USE OF GAME PHOTOSIFOOTAGE, In the event NIKE desires to lve the Licensed Marks, Desipnations or Game Photos or Footage in any external advertising, NIKE shal eubmit a sample of such intendec use to the UNIVERSITY for approval by the authorized Fepresaniatves of UNIVERSITY af least saver (7) business days prior to actual commoreal use, such Tot 19 ba unreatonably wihnels In connection therewth, at NIKE request. re UNIVERSITY shall permit NIKE to uflze, concistert with this Contract, Game Photos and Game Footage (owned andlor contralled by the UNVERSITY), without a use fee, ether than reasonable seach and edt charges. NIKE acknowledges that the right lo use Game Photos and/er Game Footace Is subject to apatcable NGAM rules and reguiations wih respect to the depiction of eligible ‘thletes. Except as otherwise provided heren, UNIVERSITY shall retsin all rghis in end to UNIVERSITY's name, marke and andorsement and shall nol be prevented flom using. perming, oF Iconsing othors to use UNIVERSITY’s name or endorsement in connection wit the ackertisement promotion, or sale of any profuct or service. NIKE and UNIVERSITY agree that they shall teke reauerebie steps durng the term of ths Contract to protect the UNIVERSITY Marks In connection ‘wih he saverisement, prometon and esle of NIKE products, NIKE recognizes the value of the UNIVERSITY’s name and marke and acknowledges that the goodwill attached thereio belongs to UNIVERSITY and that noting inthis Contract serves to assign, conway or transfer to NIKE any rights, ‘ile or interest whatsoever in-or to the UNIVERSITY name and maris. UNIVERSITY recognizes the ‘wus of the NIKE Marka and acknowledges thet the goadil altached therela belange to NIKE end ‘that nothing inthis Contact serves lo assign, convey or transfer to UNIVERSITY amy rhs, tile or latereat in or tothe NIKE Mack, 5. RIGHTS OF EXTENSION, FIRST DEALING & FIRST REFUSAL. (6) AL NIKE's roquast made no itor than May 1, 2021, the UNIVERSITY shal for a 45-dey poriod egotiate wit NIKE in good faith wth respect to the tarms of @ renewal ofthis Contract. The Poti shall nol be obligated lo enley inlo an agreement # they cannot saitle on mutually ‘satisfactory terms, Prior fo June 18, 2021 ihe “Exclusive Negetising End Die), the UNIVERSITY shall nol (nor shal tha UNIVERSITY pormit its gents, tomoys. oF repraseniatives fo} engage in discussions or negotabons with any third-party regarding product supply with respect to ry Products, or sronsorship of any Gavered Program (or sina sup ‘promotional arrangement) with respect to any Products, anc to commence after this Contract has oxpirad (©) During ths torn hereof and for a pari of ninety (90) days thareater, NIKE shall have ths sight Of first refusal for Product Supphy/Endorsement, as folows. if tia UNIVERSITY receives any bons fide thrd-pary offer st any time on cr ater the Exctueive Negobaing End Date wit respect to any Product SupplyEnsorsement, the UNIVERSITY shall submit to NIKE in writng the spectic forme of such bona fide trd-party offer in ia entrety in he form of a true ane ‘complete copy which shall be an the offeror’ letarhead or other idaniihable stationery or imprit readily authonticalable ty NIKE as having originated with such thic-pary afferor. NIKE shall have fiteen (15) business days ftom ne date of ts receipt of such bUe copy of the Tier coffer to notify the UNIVERSITY in ting wil enter infa'& new contract wit the UNIVERSITY fon forme ne las favorntia fo the UNIVERSITY than the mataral, manaurabla and matchabla terms of such offer. ITNIKE so ncifies the UNIVERSITY win such 15day period. the UNIVERSITY shall enter nto a contract wn NIKE on tha farms of NIKE's offer. It MIKE Tas De declines to match af Deter the rasta, measurabie and matrabie terme af such thinparty offer within such 1-day pesod, the UNIVERSITY may thereafter consummate an agreement ‘cing Taam Spy & Sle Coit 10, 1. with such thid.pary an the terms of the offer made io the UNIVERSITY. Prior to the Exclusive [Negotistng End Date, the UNIVERSITY shall not soles, consider o present to MIKE, and NIKE ‘shal not be obligated 1 respond to, any thirc-party offer for any Product SupplyfEndorsement. RIGHTS OF TERMINATION, (@) The UNIVERSITY shal have the right to terninate thie Contract immediatly upon wsiftan notice to NIKE it () NIKE is sdjudiested insobvent oF declares barkrupiey, a7 (8) NIKE shall Ba in material breach of this Coniract, which breach NIKE fais to cure, if curable, within thirty (30) says of NIKE s receit of writen notice from the UNIVERSITY specifying such breach (@) NIKE shail nave the right to terminate ths Contract immedistey uocn writen notice to he UNIVERSITY #f () Tear Memers cr Staff fall fy wear or use NIKE Products in vilation of Paragreph 2 above, or wear NIKE Products altered. spatted or taped. in violation of the provisions thereat; or (i) the UNIVERSITY shal be in material breach of this Contract. which breach the UNIVERSITY falls to cure, if curable, wihin tity (30) days of the UNIVERSITY receipt of writen nobce trom NIKE speciying such breach. In the event of termination under this Porapraph, the UNIVERSITY enall felt any ur-uted marchandsae eres RIGHT TO USE OF LICENSED MARKS EXPIRATIONTERMINATION, Upon expiron or ‘mination of this Contract far any reason, NIKE shall have the right to for a patio’ ef six (8} months, ‘sahaust all acyersing and promotional msteials bearing and/or incudirg the Licensed Marks andor [Designations that wore produced and approved by UNIVERSITY prior to the effective date of ‘expiration of torminaton. Notwistancing the foregoing, NIKE shell have the right 10 use it perpetuity, for non-cammercial in-house exhibition, istorcal, educational or commemorative purposes, videotape, fim ar photograph showing NIKE Presets provides unser tis Contract REPRESENTATIONS, WARRANTIES, The UNIVERSITY covenants, represents and warrants that: () i hae the fll agai ight and author to enter into and fully perform this Contract in accordance ‘wih its terms and Io grant lo MIKE all the rights granied herein; and (b) neither the UNIVERSITY nor any Stall member is party 10 any oral oF witien agreement, contract or understanding that woutt Dravent, mit or hinder the performance of any cbigatons hereunder of the UNIVERSITY or Stet amber. The UNIVERSITY further covenants, represeris ard warrants that during the tm Herat t shall notin connection with the Covered Programs: () sponscr, endorse, or alow any Staff member to sponsor or endorse, Products sold by sry manufacturer or seller of Products ether than NIKE. of (i) fonéor into, or alow ary Stel mamber fe ener ints, any endorsement, promotonsl, consulting er “imilar aprocmeat (inciusing the gale of signage or other media) urth any manufacturer or seller of Product other than NIKE that manufacturers, well, canees or is Drand-deriied to Faatwear, NOTICES. Any notice of breach or dafeult shell be In writing and deemed given If seat postage prepaid via regisiored or cerfied mall by veilabe facsimile transmission or hare delvery, or Oy ‘expraes Courier service with confirmed ceswery, to the breaching party at the addresses vet forth above (unless wit notice of @ change of address hss been provided) and shall be deemed to have been given at the time it fs sent propery addressed and posted. Al notices to UNIVERSITY shall also ‘be copied to: Appalachian State University, Office of General Counsel, At: Dayton Cole, ASU Box 32125. Boone, NC 20008 Notices 10 NIKE chall be vont to the Lagat Ospertment, stanton: Contracts Specialist Sports Low Practicn Group (faved, t 503.848.6526} CONFIDENTIALITY, The UNIVERSITY shall not (nor shall t permit or cause lis agents, atiorneys, ecountants, regreseniabves or employees to) disclose the financial or other material terms of this Contract to any thinkparty, with the exception onty of the UNIVERSITY's agents, attorneys, ‘eccountanis, representatives ar employees, except as may be required by law. This Paragraph shall ‘survive the expiration or termination of tis Contract. APPEARANCES. Each Contract Year, upan raccorable prior note and subject to the head exch’ coaching commimants to the Taam, dasignttad head coaches shall pie Personal Arpaarances ‘andr On-line Appearances. on Dehal! of NIKE up tothe nomber eat ferth m Section F of the Contact ‘Tame Sheet in connection ‘ith the promotion of NIKE Products andlor NIKE brands. Such ‘pprarances rey ielide, But are nol Uiitad to: () appearances to shoot photos for posters, brochures or other promotonal materisis, and photo or production session related 12 vdeo: Cctege Taam Surly 4 Sex Conact 18 productions andior advertising (including but not fimted to print and television advertising); or (i) speating engagements, in-store appearances, NIKE wabsbe online chats, altendance al footoll camps oF cine, ealabty events sr ster pubic appearances UNIVERSITY acknowedges Mat, feicept a8 provided below, Reed coaches shall receive na ackiional compensation for such lappesrances; provided, however, NIKE may request copssrances by head coaches in addition fo these described in his Paragraph +1 and for any such addtional aopearance agreed to and made, MIKE shell pay heed coaches an appearance fee es mulialy epreed upon by Ure partes wii thirty (20) days aftar euch appearance hes been made. NIKE shall pay all easonsble and necessary travel and related outctpocket expenses incurec by the head coaciies in connection with any Suc ‘sppewances AUDITS: OF RECORDS. The Noth Corona State Audios, UNIVERSITY or UNIVERSITY's Audior ‘hall have access Io partons and records as a result of el contracts or grants entered into by the UNIVERSITY in accordance wih Novth Gareina General Statute section 147-64.7 or any successor salto, MISCELLANEOUS. Nothing contninad in this. Contract shall be construed st establishing a Partnership, agency or joint venture relationship between the parties. Every provision of is Contract i severable. ‘The rights ang obiigations granted under this Contract are personal io sech party hereto and ahall nat be easigned or delegated to any third-party without the por writen consent of the non= assigning party. The parties agree to comply wih all appicable laws, requiatons and UNIVERSITY poleies in the performance of tis Cortrect. This Contract shal conatiala the entire understanding Detwoen the UNIVERSITY and NIKE and may not be altered of modified excep! by a writen forcement sored by both pares, Any previous trees beeen fe pares Ehat have no er ‘cage Team Suroy& Sate Contract EXHIBITA Covered Programs Foatbl Baskotbal (my) Basen! Gross County (minh Got Soccer (mv) Tennis (mw) ‘Track end Feld (oe (Coleg Taam Bupey & Sales Carrer

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