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ee ‘pe Wwe 4! Ayvreeel 2 ~ FIRST AMENDMENT TQ TEAM AGREEMENT ‘This Amendment is entered into as of the [3 %x-day of=Piane: between adidas America, inc,, an Oregon corporation ("adidas") and California State University - Bakersfield ("Schoo!"). Uriess otherwise written, this Amendment Is effective as of july y: WHEREAS, adidas and School are parties to a Team Agreement, dated June 2, +2012 (hereinafter referred to as the “Agreement"); WHEREAS, School and adidas now desire to amend the Agreement; NOW, THEREFORE, In consideration of the mutual covenants set forth herein and for other good end valuable consideration, the parties agree as follows: a. The Contract Term of this Agreement shall be extended through May 32, 2023. 2. The term “adidas Products" in the Agreement stated in section 3 is expanded to include the following Baseball products ("Baseball Products”) (beginning June 2, 2035) » Equipment/Hardgoods: Fielding Gloves/Mitts, Batting Helmets, Catchers Protective Equipment/Gloves, Bats + Apparel + Footwear + Headwear 4 Accessories: Wrstbands, Bat Bag, Travel Wheelbags, Coaches Briefcases, Backpacks 3. School agrees to purchase the Baseball Products at the following discount levels: + gptpoff etal pricing for al apparel & headwear (Spots Licensed Division - LD) «50% off retail pricing for all accessories (Agron) «50% off retail pricing forall baseball gloves (Saranac) ‘+ 37.5% off retail pricing for all baseball hardgoods/equipment (adidas) + 45% off retail pricing for footwear (adidas) ‘+ Taylor Made adidas Golf (TMAG) purchases will be done at wholesale minus 20% 4. The minimum annual purchase volume stated in section 6.2 of the Agreement shall be deleted and replaced with the following: $225,000 Z~AMENDMENT TO AGREEMENT as of the day and year first above written, | Section 6.3 of the Agreement shall be deleted in its entirety and replaced with the following: Promotional Merchandise: AT RETAIL VALUE ‘*Athietic Department Discretionary Fund: 590,000 Section 7 of the Agreement shail be deleted ints entirety and replaced with the following incentive compensation: Goal: AT RETAIL VALUE ‘+ Team Appearance in NCAA Postseason $2,000 # Conference Coach of The Year $3,000 + Buy geta baseball game day headwear (min 72 units) $2,260 Allothe1 terms and conditions of the Team Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment adidas CALIFORNIA STATE UNIVERSITY ~ | BAKERSFIELD: Ze <— By: Michael Chavez By: Mark Dane By let RGny Director US Team Sports Title Director of CALIFORNIA STATE UNIVERSITY ~ BAKERSFIFLD: | Title: Director of Procurement Lo VAL, Bpprovod y Legal Dept Fppravod ua fo form by adedas Legal Der | 2— AMENDMENT TO AGREEMENT ' ‘TEAM AGREEMENT “THIS AGREEMENT is made and entered into by and between adidas Ametica, Inc., a Delaware corporation ("adidas") and California State University Bakersfield on behalf of the Boatd of Trustees ofthe CalifrninStte University (Schoo!) In consideration of the ruturl promises, covenaats and agicements expressed herein and for other good and valuable consideration, the receipt and adequacy of which the parties hereto acknowledge, adidas and School have agreed as follows: Contsact Tetm. ‘This Agreement shall remain in effect for a period beginning June 1, 2011 and ending May 31, 2016, unless sooner tetminated pursuant to the provisions hereof (the “Contract Term’). License, Subject to the terms and conditions herein, School hereby grants to adidas the righ and license during the Contract ‘Term to use School's name and tradematks worldwide in connection with the developmeat, promotion, marketing, advertising and sale of adidas Products. adidas Products (also referted to a "Product" ace defined as footwear, apparel, custom uniform, accessory and or equipment produets related to the following sports): Baseball, Men’s and Women's Basketball, Women’s Cross Country, Men’s and Women’s Golf, Men’s and Women’s Soccer, Softball, Men’s and Women’s Swimming and Diving, Wotnen’s ‘Tennis, Men's and Wornen’s Track and Field, Women’s Volleyball, Women’s Water Polo, Wrestling (“Sports”). This license shall be exclusive as to adidas Products, ‘The license {includes the right to use School name, nicknatne, initials, photograph, likeness, image oF facsimile image, video or film portrayals and any other means of expressing School's use of adidas Peoduets in connection with, but not limited to, television and radio advertisements, print advertisements, advertisements on any public or private on-line service or the Intexnet, Extalogs, posters, blboards, bulking murs video o audio promotional productions, promotional or marketing appearances, and hang tags and other in-store displays. adidas Products, 3.1. adidas Team Footwear Products. During the Term of this Agreement, School agiees to purchase adicas footwear Products direct from adidas for team and staff use in accordance with the adidas Team Sports Direct Sales Program, at Wholesale pricing, defined 28 45% off of ret) 3.1.4. Footwear Products for footwear covered by the Agreement ate defined as all foocweat for athletes or coaches for competition, practices, training, coaching, travel, recruiting, and media engagements 3.2. adidas form, Access During the Term of this Agreement: (1) School agrees to purchase adidas appatel, accessory, and equipment Products ditect from adidas for team and staff use in accordance with the adices Team Sports Direct Sales Program at Wholesale pricing, defined as 50% off of cea (including products with identified school colors of blue and yellow}; and (2) School agrees to purchase custom uniforms ditect from adidas for teat use in accordance with the adidas Team Sports Direct Sales Program at Collegiate Direet pricing 3.2.1, Apparel, custom uniform, accessory, and equipment Products covered by this Agreement are defined as all appare!, custom uniform, accessory, and equipment within adidas’ produet line for athletes or coaches for “EAU NCHAVEN 1 CSU\Appan Lal Tony Vecorg\CSUBTEAM NGREEMENIDIRET (ia 07261) lo = 4, 6 competition, practices, training, coaching, tavel, recruiting, and media engagements. Accessories and equipment specifically includes travel bags, iendieas, socks, wristbands, football gloves, watches, and eyewent 3.3. adidas shall not be liable to School for any injury ot damage suffered by School from ‘wearing of using adidas Products, except such injury or damage tesulting from the {gross negligence or willful misconduct of adidas. SCHOOL SPECIFICALLY WAIVES, ONLY AS AGAINST ADIDAS, ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. School to Use adidas Products. Duting the Conteact Term, each Sport (including coaches, staff and players) shall exclusively use or wear adidas Products whenever Schoo!’ athletic teams are playing one of the Sports (including games and practice sessions), being filmed by motion picture of video tape, posing for photographs, conducting ox participating in camps ot clinics or ts otherwise engaged in athletic activites wheze such attice is appropriate, School facther agrees that it will prohibit players or coaches or staff from “spatting’” or altering the adides logo in anyway. Exceptions to this provision requite written approval by adidas. Pailure to gain prior approval constitutes a material breach of this Agreement. Right of Suspension of Reduction. If adidas believes that one ot mote of School's teams has breached Section 4 of this Agtcement, then adidas rnay (i its discretion) suspend ot reduce payments of incentive compensation and/or seduce the dollar amount of merchandise availble to School under Section 6.3 according to the following schedule: ‘There will be no penalty for the frst offense. For the second offense, there will be a 25% reduction in the amount of Promotional Merchandise. The third offense will incur a 50% reduction in the amount of Promotional Merchandise or termination of the Agreement and the fourth offense wll incur a 100% reduction in the amount of Promotional Merchandise or termination of the Agreement, at adidas’ sole discretion. Any reductions in the amount of Promotional Merchandise will be deducted in the following School Year unless the breach occurs in the final year of this Agreement in which case the deduction wall occut in the eutrent School Yeat or in the fret renewal year, The decision to apply the deduction in the cuzrent School Year or the first renewal year rests entitely with adidas adidas Products for School's Use. G1. During the ‘Term hereof, adidas will provide School with merchandise listed in paragraph 6.3 below, dating each school year of the Agteement, contingent upon School achieving and maintaining minimum annual purchase volumes of $70,000 (which includes custom uniform purchases directly from adidas Tenta Sports). Failure to comply with minimum purchase requiternents will result in School bein liable for providing adidas with eash compensation equivalent to the sales shortfal 62. tional Mex 6.2.1. School year defined as July 1 through June 30. 62.2. Unused promotional merchandise amounts, as of 5:00 PM EST June 30 exch year of this Agreement, ate forfeited by school, AAs s result, promotional merchandise eannot be eazsied from one school year to the next. 62.3. Promotional merchandise orders ate restricted to catalogs provided by adidas ‘Team Spouts. “CAUsem\NEHAVES=1 CSUN Duval Tepe \CSUBTEAM AGREENEATDINECT (fl 2611) Aor? 63. Promotional Meu Amount (retail value) Athletic Dizector’s Discretionary Fund 819,000 ‘Men's Basketball Product Allotment 10,000 Blank adidas back logo tees 500 tees ‘Year One Transition Product Atlotment $5,000 7. Incentive Compensation. adidas shall provie School. the following bonus amounts in any School Year if School achieves any of the following goals during such School Year 1 Goal Bonus (retail value) i ‘Team Appearance in NCAA $2,000 Postseason Conference Coach of the Year $1,000 Annual Purchase Volume reaches $8,000 $100,000 Annual Purchase Volume reaches $21,000 (non-comulative) 125,000 | Anoual Purchase Volume reaches $31,000 (non-cumulative) | $150,000 8, Right of Termination. Bither party may terminate this Agceement if the other party commits a material breach and fails to cure such breach (eurable) within thirty (20) days of written notice. 9. ‘Termination by adidas. adidas shall have the right to reduce the amount of Promotional Merchandise avalabie wader 6.3 by fifty percent (50%) or terminate this Agreement if (4) one or mote coaches, School's teams, or players are suspended or otherwise subject to material disciplinary action by the NCAA, mesning disciplinary action that limits the ‘Team's competitiveness or prevents the ‘Team fom participating in regular season or toutnament ‘games; or (b) in adidas’ sole estimation one of more coaches, School's teams, or players engage 1h conduct that reflects poorly on adidas. ‘CADeeeNEHAVENLESU Appeal {RETDIRECT irl 079619 dees — 10. u 12, Right of Fitst Refusal and Right of First Dealing. 10.1. Beginning one hundred and twenty (120) days before the end of the Contract Term and extending to ninety (90) days before the end of the Contract Term School shall meet with adidas to negotiate in good faith the renewal of this Agreement ("First Dealing Period"), The parties shall not be obligated to enter into an apreement if they cannot settle on mutually satisfactory terms during the Ficst Dealing Period, Schoo! shall not (nor shall School permit Schoo’s agents, attorneys, accountants, representatives or employees to) engage in discussions of negotiations with any thice patty regarding School's weating, sponsoring, promoting, advertising or endorsing, 6r providing consulting or similar services with respect to, any Products after the Contract Petiod (“Endorsements/Services”) at any time during the First Dealing Period. 102. Following the termination of this Agreement, School agrees to refrain from entering, into an endorsement or similar agreement with a Third Party without fist giving adidas an opportunity to enter into an. agceement with Schoo! for such tights ‘Thied Pasty terms and conditions -- measured solely in terms which ate mater measurable and macchable (“Third Party Terms”). School shall notify adidas in ‘writing? of the Thitd Party Terms School receives for said endorsement or any similar agreement. adidas shall have thitty (30) days from its receipt of such advice to match such Third Party Terms. If adidas matches said Thied Pacty Terms then ‘Schoo! must enter into said agreement with adidas. the "Evidence of such an offer must be on Third Party lettechead and a copy thereof supplied to adidas School/adidas Relationship, Nothing contained in this Agreement shall be construed as estabshing an employer/ employee, patneship o joint venture relationship between School ‘and adidas.” Schoo! shal be solely responsible for the payment of al taxes on any compensation received under this Agreement. ‘Wartanty. School warrants and represents that 12.4, Schools nora patty to any agreement, contract or understanding, whether oral or written, that would prevent, limit or hinder the peeformance of any of their obligations under this Agreement. 122. During the Conteact Term, School agrees to not sell any adidas Products purchased pursuant to this Agreement, except School may sell such adidas Products to: (1) affiliates of the School, including on-campus retail outlets that provide services or sales to the School's teams, athletic facilities, faculty, students, and visitors and (2) vendors of the School that provide services to the School's teams or athletic facilities but only to the extent related to the service, Miscellaneous. ‘This Agecement constitutes the entire understanding between the partis with respect to the subject matter hercof snd cannot be amended or modified except by an agreement in writing, signed by each of the patties. All previous understandings ot agreements between the parties shall have no further force and effect. Every provision of this Agreement is severable, If any term of provision heteof is held to be illegal or invalid for any reason whatsoever, sach illegality or invalidity shall not effect the validity of the remainder of this “CAusoa| NCHAVE™1L.SU\AppDow Lace etonp\CSUNTEAN AGREENENIDIREGT (inl 07 251) 404 — Agreement or any other provision. This Agreement shall be governed by and construed in actordance with he ls ofthe State of California " ” IN WITNESS WHEREOF, the patties hereto have duly executed this Agreement as of the date first above writen. adidas DIRECTOR OF PROCUREMENT: By: By: = rey hf WK tind Dicctor US Team SpoissWichaeh@haver O aldas Ameren ‘CADre NCHAVE™1 SUA RDA LC Top cp (CSU EAM AGRIEMEN TDIRHCT (ral 7261) oes Exhibit A In exchange for the terms and conditions listed in the TEAM AGREEMENT, Schoo! will provide adidas with the following during each year of the agreement: In all media and methods of communication listed below, School ageees that adidas shall be the exclusive athletic footwear, apparel, and accessory brand permitted fo advertise its products. 1) Marketing Initiatives: School will provide adidus with the following in exch year of this Agreement 4) ll:page black and white spentorhip acknowledgement provide by ade in al applicable game programs ) Adidas logo on www gorunners.com front page 4) Sponsorship acknowledgements will be provided by adidas and may not be distorted in any way, provided however, that such acknowledgement shall comply with the terms of the Internal Revenue Code 513 et seq. (qualified sponsorship acknowledgement), Any acknowledgement, banner oF other media that is non-compliant, in School's discretion, cannot be displayed. ©) Signage 4) Ieardo Center scoreboard signage (backlit) at home basketball games, and banners or permanent signs at all other indoor atenas or outdoor fields (1). adidas is not responsible for production costs @) Sponsorship acknowledgements will be provided by adidas and may not be distorted in any way, provided however, that such acknowledgement shall comply with the terms of the Internal Revenue Code 513 et seq, (qualified sponsorship acknowledgement). Any signage that is non- compliant, in Schools discretion, cannot be displayed. 4) adidas logo placement on all collatetal materials (media guides, schedules, posters, ‘camp brochures, etc) used to promote school athletic progtams. adidas logo slick will be provided by adidas and may not be distorted in any way. ©) adidas to become ttle sponsor of Runner Rundown and provide 4 (30) second ads 2). Season Ticket Packages: School will provide adidas with the following season ticket packages in ench yeat of the agzeement: 4)-M Basketball (8) Reserved Season Tickets 3). Post Season Appearances: School will provide adidas with the following post-season ticket packages in each year of this agreement: 2). Four (4) seserved seats for ll post-season appenrances including NCAA tournament fstnes and College Word Seis a * ‘CAUieoNCHAVE™1 CSU\AppDat Local Tenpeceng\CSDBTEAN AGATENPNTDOIAHCT (in) 2619) 4 — GENERAL TERMS & CONDITIONS OF SALE 4. No TransshipmentiDiversion of Merchandise To enhance informed selection and promote product image, ADIDAS/Agron only setts to selected retail outlets on the express condition that such outlets may not resell to any person or entity who is not also the final user of consumer. Accordingly, for resale, the transshipment or any form of diversion of ADIDAS/Agron product to anyone other than the final consumer is expressly prohibited. Such activity may ject the violator to ivimination of is account and/or .ancollation a1 orders, and shall constitute a breach of the contract of sale for wiicli ADIDAS/Agron miay seck the appropriate legal remedies, including money damages or injunctive relief 2. Restrictions of Sales/Purchases/Assignment Customer will not (a) sel, transfer or assign its right as an authorized ADIDAS/Agron dealor without the express written consent of ADIDAS/Agron; (b) sell or otherwise transfer or transship ADIDAS/Agron goods to another retailer, distributor or broker: or (c) purchase ADIDAS/Agron products from any source other than ADIDAS/Agron. Additionally, Customer may only resell ADIDAS/Agron products (apparel, footwear land accessories) through the outlet location(s) specified in the credit application or Subsequently approved in writing by ADIDAS/Agron. Any other form of resale of ADIDAS/Agron products other than as specified above shall be prohibited without the prior written approval of ADIDAS/Agron. Such prohibitions shail include, but not be limited to, the following: Customer may not resell ADIDAS/Agron products (visible or encapsulated) through the mail, by catalog, by phone or through the use of any computer network, the Internet, the World Wide Web, or any other electronic means (regardless of the medium). Such right, if granted, is limited to sales and deliveries within the United States. Further, Customer may not advertise ADIDAS/Agron products over the internet unless such advertisement directs purchase and fulfillment of ADIDAS/Agron products specifically at the location(s) approved in the Credit ‘Application or subsequently approved in writing by ADIDAS/Agron. Violation of the aforementioned conditions may result in the immediate termination of Customer's ‘account and cancellation of existing orders, Further, if Customer opens or acquires adcitional retail outlet(s), Customer must notify and receive written approval from their sales representative before any additional or new outlet or franchise can be ‘opened, ADIDAS/Agron’s approval of any new outlet or franchise does not guarantee ADIDASY/Agron’s approval of any other outlet or franchise location. Agreed and Acknowledged: » Signed Printed Name Company: Address: Account Name: Phone Number, got ¢ sei > 3171 Date: é agron, inc. Offa Licensee for adidos 2640 S, Sepulveda Blvd Suite 201 Los Angeles. CA 90064 Phone: 310.a73-7223, Fox: 310.312.1783 USIFORM SALES & USE TAN CERTIFICATE —MIULTISURISDICTION ‘The belowetisie slates have indicat thr this form of 68 raficate ie asvuptabte, subject t the mates um yes 2 4. The pat che pope ase nf this esticate under opplabie Hes ose Salsas Thess we recipe fave the respons of determi {Fon tae to te sued tg Selle adidas Sales, Inc, Athos sane ot Fine boven: Ce h fever ke Wholesaer _ ation adel Stockdale teeg Mica DT bidiviGedd, CA BU ee fon pages 2-0 onhee ) Baek ands egintered wah the Blo iste strc sme wan wich Yea my eu alive purchases ous a that any such pachases are for whois, resale, ingredients of compet ane prut oz sec th eld Tease often the Ror coures ot bonnes, We asin the busin of wholesaling. retulin. manufactaring, lasing treitng) the illo Deceminot usw State Yaya ty ‘Goneral description of tangible proper table series oe pense om esl) Sate State Sete State Ropar ien, Seber Permit. or 1D Near Perma or 1D Namib at Parcence vf Porchaser si dha a omy peapurty or sors so putts an ee is Use ar consomod fi the fm aF tn make wf suboot 9 1 we wil pay the tax doe decetiy ca the proper taving authorty whes state laws pruviges wf anform the seller for ae 2 I Ths eerste apart of exch omer sibel we aay hetecter gwen yeu. utless etherwise specified, al sill be vale on sanected BY usm write AF reso I the ay hu is ‘Account Name. St cee HY stich! OBA Auk ‘adidas andor Reebok Account #: Phone: G1 = GSH 3012 Adoress: toe Stee beta ler Fax: CiystaeZie: Pike me fed 43 Ema ACUI gs Coe cele * Routing Contact Email Address MANDATORY Account Will Use FedEx Ground Small Parcel or Central Transport Please sign this confirmation to authorize the adidas Group to ship product lo you via FedEx Ground Small Parcel for shipments, weighing up to 400 Ibs, Shipments weighing more than 400 lbs will be shipped via Central Transpon, FedEx Ground Small _Parcel shipment charges will be billed through your adidasiReobok invoice, whoreas shipments va Central Transport wil be sent freight BETCECT. Central Transport will invoice freight charges to you if you have credit established with them, etheawise they Tanature 4 i Prnt Nome Account Will Use Alternative Carrier Account does nol agree to use the carriers and terms listed above. Account would like the adidas through the carriers designated below or per the attached routing guide Upto ParcavSmal Package Carlier —_, Tarier Phone or Ema ParcolSmall Package Collect Numbor (if Appicable) TilFregn camer Carrer Phone or Ema TriFreight Carer Conect Number (f Appeal TLvoume Gamer Carrer Phone or Emat * Note - Only sign top OR bottow Sqnaure orts Licensed Division e of the adidas Group, LLC 8677 LogoAthletic Court Indianapolis, Indiana 46219 BUYER'S CREDIT APPLICATION AND OPEN ACCOUNT AGREEMI oo TEAM DEALERS/PREMIUM ACCOUNTS For the purpose of estabishing open account privileges the undersigned fumishes the following information ‘Account # Assigned {Internaly) ELITE 3 STRIPE PROGRAM CUSTOMER NAME (i, Mca tey,-_Aitepates Maxanum Monthly Purchases § ‘ADDITIONAL TRADE NAME 1, Business Phone Co 1-e54~ TiS SAP TOSTREETADORESS oe Stevbatale Hing LEWLEAE Gor Cot BUT. _ CIYSTATE2P Poa bencfould, 4 abit Emal Moheved He och cle BILLTOADDRESS Jur! Geectel ale they ADM Tax Exempl( _) Taxable >] SSE Fa Pee asonemot please aac ox enor Seriesto. TYPE OF BUSINESS Stake Cause: 77 Cerporation(_) _Partnership()—ttC() Date Business Established an Proprietorship( "J Lifted Partnership (_) if incorporated, State in which incorporated Year _ Names of Owners, Partners, or Ofticert sete

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