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‘AMENDMENT No. 2 Official Outfitter Agreement ‘THIS SECOND AMENDMENT ("Second Amendment’) is effective as of July 1, 2018 (‘Second Amendment Etfective Date") by and between Under Armour, Inc. ("Under Armour") and Old Dominion University (‘University’), as the ‘second amendment to the Oficial Outfitter Agreement, dated as of July 1, 2015 and amended on October 1, 2017, between Under Armour and University (collectively, "Agreement’). Capitalized terms that are used but not defined in this Second ‘Amendment have the meaning set forth in the Agreement. ‘The parties hereby agree to amend the Agreement as follows: 1 Preliminary Statements: The Preliminary Statements will be deleted in their entirety and replaced with the following: “University operates intercollegiate Division | athletic programs and employs the coaching staff for such programs. Under Armour desires to: (a) provide athletic products to the University’s athletic programs and their coaching staffs on an exclusive basis; and (b) use certain trademarks owned by the University to promote the relationship between University and Under Armour, all subject to and in accordance with the terms and conditions set forth below.” ‘Team Pricing The definition of Team Pricing in Section 1.11 of the Agreement willbe deleted in its entirety ‘and replaced with the following: “Team Pricing” means fifty percent (50%) off of Retail Pricing for Under Armour Products, except that it shall mean forty-five percent (45%) off of Retail Pricing for Under Armour Footwear Producis. ‘Teams: The definition of Teams in Section 1.12 of the Agreement will be deleted in its entirety and replaced ‘with the following: "Teams* means all of University's NCAA Division | varsity athletic teams. Direct Competitors: The following definition of Direct Competitors will be added as 2 new Section 1.16 of the Agreement: "Direct Competitors” means Nike, Brand Jordan, Converse, Adidas, Reebok, Russell, Puma, New Balance, Lululemon, Oakley, Skechers, and any of thelr affliated brands engaged in the ‘manufacture, distribution, advertisement, promotion, or sale of Products. Direct Competitors, whether listed ‘herein or not, shall net include any entity that is currently under a contract agreement with University (such agreements, “Pre-Existing Agreements"), and will remain excluded until the end of the current contract ‘agreement, uniess earlier terminated. As of the Second Amendment Effective Date, University’s Pre- Existing Agreements are: [Team Products Brand Expiration Dato Baseball Equipment (bats, ‘Wilson / Louisville ‘July 34, 2079 baseballs, fielding ‘Slugger Football _ ‘Wilson [dune 30, 2079 Baseball 47 Brand ‘dune 30,2020] Upon the expiration or termination of @ Pre-Existing Agreement (subject to any rights of frst negotiation or Tights of first refusal contained therein), and if Under Armour produces the Products supplied pursuant fo such Pre-Existig Agreement, University will source such Products from Under Armour (subject to Section below). Upon the expiration or termination of a Pre-Existing Agreement (subject to any rights of fist negotiation or rights of frst refusal contained therein), and if Under Armour does not produce the Products supplied pursuant to such Pre-Enisting Agreement, University may enter info a new agreement with a third party non-Direct Competitor for such Products. ‘Term: The Term as set forth in Section 2.1 of the Agreement shall be extended for a period of seven (7) years and shall end on June 30, 2025. Sections 2.2, 2.3, and 2.4 will be deleted in their entirety. Products: For the avoidance of doubt, Under Armour willbe the exclusive Product supplier and sponsor to of University's Teams; provided, however, that University will have the option, in its discretion, to use Under Armour’ inflatable Products, so long as University does not promote or endorse the inflatable Products of a Direct Competitor during the Term, 10. "1 Rights Fee: Commencing on the Second Amendment Effective Date and continuing in each Contract Year thereafter for the remainder of the Term, the Rights Fee as set forth in Section 3.1 shall be $25,000. Product Allowance: Commencing on the Second Amendment Effective Date and continuing in each Contract Year thereafter for the remainder of the Term, the Product Allowance as set forth in Section 3.2 will be: Cohtract Year wep oN Ane PN #6 THB - 6/30/19 #7 THIN9 - 6/30/20 ‘$805,000 #8 7/1/20 -6/30/21 $810,000 #9 711121 ~ 6/30/22 $815,000 #10 7/1/22 - 6/30/28 $820,000 #11 7/1123 - 6/30/24 $850,000 #12 711124 - 6/30/25 $860,000 University is not permitted to resell any Under Armour Products supplied to University by Under Armour pursuant to the Product Allowance, and any retums or exchanges of Under Armour Products will be processed via Under Armour’s standard retums policy, and may not be returned or exchanged via any Under Armour retail channel. Product Allowance amounts remaining at the end of a Contract Year, if applicable, will not rollover to the next Contract Year and will be forfeited. ‘Staff Allowance: Commencing on the Second Amendment Effective Date and continuing in each Contract ‘Year thereafter for the remainder of the Term, the Staff Product Allowance as set forth in Section 3.3 will be $80,000. Additional Products. Section 3.4 of the Agreement will be deleted in its entirety and replaced with the ‘following: “fin any Contract Year, University requires additional Products for use by the Teams, Coaches, or Staff beyond the Product Allowance and Staff Allowance (as applicable) for such Contract Year, University shall purchase any and all such Products (which shail be Under Armour Products) (“Additional Products") from Under Armour at Team Pricing, and will not purchase Additional Products from any third party. In each Contract Year, and in the event University purchases $750,000 worth of Additional Products valued at Team Pricing, Under Armour will provide University with additional Under Armour Products at no charge to University as follows: Value (at Team Pricing - 50% of retail) |Value (atRetall Pricing) of Products Provided, of Products Purchased for Team to University Free of Charge '$750,000-8789,999 $50,000 $800,000-$849,998 $75,000 '$850,000-$899,999 $100,000 '$800,000-$849,998 °$450,000 '$850,000-$888,008 $200,000, ‘$1,000,000 + $250,000 Performance Bonuses: Section 3.5 of the Agreement will be deleted in its entirety and replaced with the following: “Under Armour shall provide to University the bonus compensation set forth in Exhibit A attached hereto. For purposes of clarity, the bonuses willbe provided in Product valued at Retail Pricing, not cash. Bonuses for each Team shall be non-cumulative. Bonuses will be eamed in connection with Team 12, achievements only, and not for individual student-athlete achievements, and will only be eamed by Teams ‘exclusively wearing and using Under Armour Products.” Collediate Licensed Products: The following will be added as a new Section 3.7 of the Agreement: “Authentic Product Sales by University Apofoved Vendoris). University acknowledges that: (a) Under ‘Armour currently has an existing License and Distribution Agreement with GFSI, nc., dla Gear for Sports ((GESI’), under which GFSI has certain exclusive rights with respect to certain Under Armour Products, ‘bearing collegiate trademarks in certain sales channels, and (b) GFSI and University’s retal licensing agent (Retail Agent’) have an existing non-exclusive reall icense agreement under which GFS! may sell certain Products bearing certain University Marks pursuant to the terms of the license agreement. 3.7.4 University shall ensure that Under Armour and GFSI, respectively, shall have the right to sell Under Armour Products bearing the University Marks, 3.7.2 University hereby grants to Under Armour the exclusive right beginning on the Effective Date to selt the following Products bearing the University Marks: (2) all authentic competition apparel as worn by the Teams and their respective Coaches during practices, games, exhibitions, and other official University activities; (b) all of the 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 ‘Apparel Category ina particular Distribution Channel, then University may source andior license the University Marks to any vendor to produce replica uniforms in that Apparel Category in that particular Distribution Channel until such time as Under Armour brings replica uniforms in that Apparel Category in that Distribution Channel to retail, except University shall at no time source and license the University Marks for this purpose to.a competitor of Under Armour, and (i) for the purposes of this Section 3.1.2, Under Armour has not brought an Apparel Category in a particular Distribution Channel until the replica uniforms are manufactured, shipped, and available to retailers in that particular Distribution Channel, For Purposes of this provision, “A shall mean men's, ‘women's, youth, and infant/toddler, and “Distribution Chane shall mean any one of mote of the following points of sale: (I) Better Department Stores / Boutiques (retail stores that are high-end or elite department stores selling a wide range of products without a predominant merchandise line or a small shopping outlet that specializes in elite and fashionable items); (1) Campus / Local (retailers that are store members of the National Association of University Stores, or carry textbooks, or camry eighty percent (80%) of their store inventory for one (1) University; of are independently-owned fanlgift shops located in the immediate campus community; or are University-owned outlets, including student ‘owned/operated stores); (II Internet / TV / Catalog Mid-Tier (sales of mid- tier or better items through online extensions of campus retailers and mid- tierfoetter retalers of sales by retallers that offer commerce via shopping networks (e.g., QVC, HSN, or Shop NBC) and published catalogs that are ‘mailed directly to the consumer); (IV) Specialty Mid-Tier (retail stores that specialize in a specific range of merchandise and retail items. Most stores have an extensive width and depth of stock in items in which they specialize and provide high levels of service and expertise, Pricing policy is generally n the medium to high range depending on factors lke the type and exclusivity of merchandise and ownership); and (V) Sporting Goods / Sport Specialty / Fan Shops (retail stores that primarily focus on sports ‘Apparel andlor Equipment).and (©) Performance Products, which includes all Products that have unique construction (i.e., compression gear) andior fabrications (.¢., moisture- wicking) that assist the wearer during exercise and general athletic tasks in all types of weather, and Products that are marketed as assisting such construction, fabrications and/or special characteristics. These special characteristics shall be marketed as a feature of the product through hhangtags, jock tags, or other labels on the product or other means. Subject to Section 3.7.6, "Performance Products” shall exclude golfipolo shits, regardless of whether such shirts meet the above-stated definitions and requirements, 3.7.3 Subject in all instances to Section 3.7.6 below, University hereby grants to Under Armour the non-exclusive right beginning on the Effective Date to sell non-Performance Products and headwear bearing the University Marks. 3.7.4 Under Armour may exercise the rights granted herein either itself and/or pursuant to its ‘agreement with GFSI or any other third party with whom Under Armour may contract in the future, provided Under Armour, GFSI, or such third party has a license agreement with University or Retail Agent (or another third party to which University has granted the right {o sublicense the University Marks) that remains in full force and effect. With the exclusion of GFSI, Under Armour shall submit all sublicenses to University for review and approval prior fo rights being granted to that third party 3.7.8 Products provided for under this Section 3.7 must be first among the retail Products offered on the athletics department official online store of University's website. University, through Retail Agent, shail 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 shall notify all licensees that they may not place orders any time after sixty (60) days of execution of this Agreement in any manner for those items which Under ‘Armour has been granted exclusive rights herein. 3.7.6 University agrees not to license or permit the licensing of the University Marks by a Direct Competitor, as defined in above Paragraph 4, in connection with products (Including Products) or services. 3.7.7 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 separate retail license agreement between Under Amour or GFSI and University. 13. Marketing Benefits: University agrees to the following changes in Section 4,7 of the Agreement: (@ (b) ‘With respect to Section 4.7.1, Under Armour will receive the official designation of "Official Outfitter of Old Dominion University Athletics’ as well as the Official Outfitter of all Teams. With respect to Section 4.7.2, Under Armour will receive eight (8) ticket books and one (1) parking pass to all post-season games payed by any Team, 14. Right of First Negotiation / Right of First Refusal: Section 7 of the Agreement will be deleted in its entirety and replaced with the following: (2) For the period of time commencing on October 1, 2023 and continuing until June 30, 2024 (‘Exclusive Negotiation Period’), University shall meet exclusively with Under Armour to negotiate the terms of a renewal of this Agreement. Notwithstanding the foregoing, the parties shall not be obligated to enter into a renewal of this Agreement, except as outlined in Section 7(b) below, ifthey cannot mutually agree upon the terms of such renewal during the Exclusive Negotiation Period. Prior to the expiration of the Exclusive Negotiation Period, University shall not engage in meetings ‘or negotiation with any third party regarding Product supply, sponsorship, endorsement, or promotion with respect to Products. (b) Following the expiration of the Exclusive Negotiation Period and continuing for the remainder of the ‘Term (‘Matching Period"), Under Armour will have a right of first refusal with respect to any third ty offer Universily receives with respect to the use of Products of any third party that University intends to accept (‘Third Party Offer). If University receives a Third Party Offer during the Matchir Period, University will submit to Under Armour the material terms included in such Third Party Offer ina writing identifiable with the third party (.e., unredacted and on third party letterhead, or in an e-mail from a third party representative). Under Armour will have thity (30) days from the date in which it receives such terms to notify University whether Under Armour will renew this Agreement ‘on terms at least equal to the material, measurable, and matchable terms included in the Third Party Offer. If Under Armour notifies University that it will renew the Agreement on such terms, then University and Under Armour will shall renew this Agreement on such terms. University shall inform all third parties of ts requirements under this Section 7 (c) Notwithstanding the foregoing, application of this Section 7 shall be subject to any prior state or federal court adjudication in which such paragraph is held to be illegal, invalid, or unenforceable pursuant to the Virginia Public Procurement Act, Code of Virginia 2.2-4300, or other applicable Commonwealth of Virginia legislation governing public governmental’ procurement from nongovernmental sources, in which case Section 9 shall apply. 15. No Public Announcements: Neither party shall issue any public statements or press releases concerning this Second Amendment, the terms of this Second Amendment, or any resulting relationship without the prior written approval of the other party 16. Standard Payment Terms: The University’s standard payment terms shall be Net 30 Days upon proper receipt of invoice and product unless otherwise agreed upon by the parties, 17. _Imall other respects, the Agreement shall remain in full force and effect. IN WITN| representatives. UNDER ARMOU! By: Print Name: Jgson LaRose Print Name: Title: President, North America Title: 'WHEREOPF, the parties have caused this Second Amendment to be executed by their duly authorized ING. OLD DOMINION UNIVERSITY By: ‘Approved for Legal Form: Sonepat ASG & GEA Coins /) Harry BeSmithson, Jr, CPPO Assistant Didector, Procurement Seyvices. Approved for Procurement -“~— EXHIBIT A Performance Bonuses (Non-Cumulative) Payable In Product Allotment Athletic Team Accomplishment Bonus | Product Mer’s Basketball - - - NCAA Tournament Appearance” | $15,000 NCAA Round of 32 Appoarance | $15,000 — - NCAA Sweet 16 Appearance | $25,000 [NCAA Elite 8 Appearance $50,000 NCAA Final Four Appearance {$100,000 NCAA Toumament Champion | $200,000 ‘Women's Basketball NCAA Tournament Appearanco* ‘$15,000 NCAA Round of 32 Appearance ‘$10,000 NCAA Sweet 16 Appoarance ‘$15,000 __ [NCAA Elite 8 Appearance ‘$25,000 Cc NCAA Final Four Appearance $50,000 NCAA Tournament Champion ‘$100,000 | Football _ ice Champion $5,000 - _ Bow! Game Appears $15,000. ‘Associated Press Top 25 Final Ranking | $10,000 FBS Champion ‘$250,000 Baseball NCAA Tournament Appearance ‘$8,000 | [NCAA Super Regional Appearance $10,000 College World Series Appearance | $15,000. | College World Series Champion $25,000 | Ail Other Teams | NCAA Tournament Appearance | $3,000. I [NCAA Champion ‘$5,000 “For purposes of clarity, Team's participation in the NCAA Toumament Round of 64 wil rigger this bonus (i.e., participation in the “First Four In* or play-in games of the NCAA Tournament will not trigger this bonus).

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