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AMENDED AND RESTATED

MULTIMEDIA RIGHTS AGREEMENT


BETWEEN
THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL

AND

TAR HEEL SPORTS MARKETING, LLC


D/B/A TAR HEEL SPORTS PROPERTIES

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AND

LEARFIELD COMMUNICATIONS, LLC


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TABLE OF CONTENTS

Section/ Title Page


Schedule/
Exhibit
I Defined Tenns (See Schedule A) 1
2 Grant of Multimedia Rights 1
3 Rights Excluded 2
4 Contract Term 4
5 Mutual Cooperation; Additional Multimedia Rights; New Multimedia Rights 4
6 Payments to Universitv 5
7 Miscellaneous Contractor Obligations 10
8 Ownership; Copyright; Use of University Marks 14
9 Miscellaneous Terms and Conditions 16
10 Auditing of Accounts 23
11 Status of Parties 23
12 Contractor Efforts/Production Costs 24
13 Indemnity/Insurance 25
14 General Terms and Conditions 27
Silmatures Signatures of Parties 36
Schedule A Defined Terms 37
Schedule B Inventory Rights 42
Exhibit A Football and Men's Basketball Play-by-Play Radio Broadcasts 48
Exhibit B Women's Basketball and Baseball Play-by-Play Radio Broadcasts 52
Exhibit C Head Football Coach, Head Men's Basketball Coach and Head Women's 55
Basketball Coach Television Shows
Exhibit D Football and Men's Basketball Coaches' Radio Shows 58
ExhibitE Women's Basketball and Baseball Coaches' Radio Shows 60
Exhibit F Grune Programs 61
ExhibitG Internet Rights; Digital Media Rights 63
ExhibitH Electronic and Digital Venue Signage 65
Exhibit I Media Shows 67
Exhibit J New Media Assets 68
ExhibitK New Campus Media 70

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AMENDED AND RESTATED
MULTIMEDIA RIGHTS AGREEMENT

THIS AMENDED AND RESTATED MULTIMEDIA RIGHTS AGREEMENT (this


"Agreement") is made and entered effective as of the pt day of July, 2017 ("Effective Date") by and
between the University of North Carolina at Chapel Hill for its Department of Athletics and, as specifically
set forth in this Agreement, its Division of Finance and Administration ("University"), Tar Heel Sports
Marketing, LLC d/b/a Tar Heel Sports Properties, a Missouri limited liability company qualified to do
business in North Carolina ("THSP"), and Learfield Communications, LLC, a Delaware limited liability
company qualified to do business in North Carolina ("Learfield" and together with THSP, the
"Contractor").

WITNESSETH

WHEREAS, the University desires to arrange for radio broadcasts of certain athletic events in
which its teams participate, and to arrange for the promotion of goodwill associated with the University's
intercollegiate athletic programs through various promotional opportunities;

WHEREAS, the Contractor and University have been operating under a Multimedia Rights
Agreement effective as of July 1, 2008, as amended by an Addendum effective as of July 1, 2008, with
respect to certain media, broadcasting, marketing and sponsorship rights with respect to the University's
Department of Athletics ("Original Agreement");

WHEREAS, the University a11d Contractor have negotiated terms and conditions relating to
University's multimedia rights and the consideration to be paid by Contractor for those rights that
necessitate the Original Agreement being amended and restated;

WHEREAS, it is the intention of University and Contractor that this Agreement extend and replace
the Original Agreement from and after July 1, 2017.

NOW, THEREFORE, in consideration of the premises, the mutual promises and undertakings
herein contained and for other good and valuable consideration, the receipt of which is hereby
acknowledged, University and Contractor (each a "Party" and together, the "Parties") agree as follows:

1. DEFINED TERMS, All capitalized terms used in this Agreement and not otherwise defined will
have the meanings set forth in Schedule A to this Agreement which by this reference is incorporated
into this Agreement.

2. GRANT OF MULTIMEDIA RIGHTS.

2.1. Inventory Granted. Subject to the terms and conditions set forth in this Agreement,
University hereby grants and licenses to Contractor the rights and privileges set forth in this
Agreement (including all Schedules and Exhibits thereto), including the exclusive
Multimedia Rights described in Schedule B, as it may be amended from time to time by the
mutual agreement of the Parties. The tenns and conditions on Schedule B, including the
Exhibits referenced therein, are incorporated by this reference into this Agreement.

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2.2. Other University Promotions. Contractor acknowledges and agrees that the rights herein
granted shall neither preclude nor prohibit the University from engaging in other
promotional activities, sponsorships, or marketing activities that are related to University
programs and activities, so long as such University programs and activities are not
inconsistent with the rights granted to Contractor under this Agreement. Nothing in this
provision precludes University coaches from entering into personal endorsement,
sponsorship, or marketing activities so long as such activities are not inconsistent with the
rights granted to Contractor under this Agreement.

2.3. Copies of Multimedia Agreements. Upon request, Contractor shall allow the University
or its authorized representatives to inspect a copy of any agreement the Contractor enters
into in perfonning its obligations with respect to the Inventory (any such agreement, a
"Multimedia Agreement").

3, RIGHTS EXCLUDED.

3.1. Rights Excluded Generally. Contractor acknowledges and agrees that any rights not
expressly granted to Contractor under this Agreement are retained by the University and are
not conveyed to Contractor. The following rights and activities are specifically excluded
from this Agreement.

3 .1.1. Rights for post season or other special athletic events involving a University athletic
team or athletes that are sponsored by or hosted by the National Collegiate Athletic
Association ("NCAA"), Atlantic Coast Conference ("ACC"), or any other non-
University organization, whether held in University athletic facilities or non-
University athletic facilities; provided, however, that Contractor shall have the right
to produce and broadcast on radio all such post-season events and to sell and secure
promotional support for such broadcasts.

3.1.2. Talent, personal service, endorsement, and merchandizing rights of coaches, the
Athletic Director and other athletic staff members; provided, however, Lear:field
shall be permitted, with University's approval, to contract with such personnel
directly for the grant of rights or the provision of services in connection with the
exercise of Learfield's rights hereunder.

3.1.3. All athletic shoe, apparel, and equipment rights for University intercollegiate sports.

3.1.4. Promotions and personal appearances by the University's mascot, band, and
cheerleaders.

3.1.5. Activities of any University unit other than the Department of Athletics or activities
or any non-University organization (including University affiliated foundation,
associated entities, and student organizations) with respect to assets or rights not
granted under this Agreement.

3.1.6. Promotion of sports camps and clinics organized and conducted by either the
University through its Department of Athletics or by any of it coaches.

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3.1.7. Delivery of public speeches or public appearances by coaches (other than those
described on Schedule B).

3. 1.8. Except as contemplated in Section 8.2 below, Licensing of University trademarks to


be used on consumer products pursuant to the University's trademark licensing
program, which shall continue to be separately administered by the University
Trademark Manager, and promotions developed or produced by IMG College
Licensing, LLC. or any other designated licensing agent of the University.

3.1.9. Sideline rights or players areas agreements for isotonic type sports beverages
consistent with past practice.

3.1.10. The University promotions and activities described in Section 2.2.

3 .1.11. Concessions sales, vending machine sales, parking rights, apparel and merchandise
sales at venues, and equipment leases at venues.

3.1.12. Naming rights for University facilities (a "Naming Rights Agreement"); provided,
however, if as a result of a Naming Rights Agreement, Contractor loses any of its
existing Multimedia Rights or sponsorship or promotional inventory, or, if the
Naming Rights Agreement results in Contractor's loss of an Exclusivity Sponsor or
Contractor being liable to the Exclusivity Sponsor for breach of contract, or if the
Naming Rights Agreement partner's products or services is in one of the categories
described in Exhibit K of Schedule B, a Diminishing Event shall have occwred (if
such event directly causes a material adverse impact to AGR) and the process for a
Diminishing Event shall be followed; provided, however, with respect to any
damages owed to an Exclusivity Sponsor by Contractor (the "Damage Amount"), in
addition to, and not in lieu of any other remedies available to Contractor because of
a Diminishing Event, the Guaranteed Royalty Fee, or the AGR Threshold Amount,
as the case may be, shall be reduced, dollar-for-dollar, by the Damage Amount.

3.2. Sales Outside Scope of Agreement. Contractor acknowledges and agrees that its rights
with respect to the Inventory are limited to the rights expressly granted under this
Agreement. If Contractor grants rights to third parties that the Contractor does not have the
authority to grant under this Agreement or contracts with third parties without fulfilling
Contractor's obligations pursuant to Section 7.6 of this Agreement, then the University, at
its sole discretion, shall have the right to either ( a) require Contractor to terminate such
agreement by providing written notice of the same to the Contractor, or (b) elect to allow
such contract to continue until it expires or is terminated early, subject to payment by the
Contractor to the University of a penalty fee equal to 25% of the revenues received by
Contractor from such third party relationship, in addition to including such revenues in the
calculation of the Guaranteed Royalty Fee or AGR Threshold amount due the University
Department of Athletics pursuant to Section 5.1 of this Agreement; provided, however,
upon receiving notice from University of an unauthorized contract, Contractor shall have
the right to terminate such agreement in lieu of paying the above-referenced penalty.

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4. CONTRACT TERM.

4.1. Term. The term of this Agreement shall be for twelve (12) contract years beginning on the
Effective Date and ending on the Expiration Date, unless terminated at an earlier date as
provided for herein.

4.2. Effective Date. The Parties' rights and obligations under this Agreement begin on the
Effective Date.

4.3. Termination Date. This Agreement shall expire on the Expiration Date as provided in this
Agreement. Each contract year of this Agreement shall begin on July I, and end on June
30 of the subsequent calendar year and each such period shall be referred to throughout this
Agreement as a "Contract Year."

4.4. Multimedia Agreements. Upon the early termination of this Agreement, the rights herein
granted to Contractor shall survive such early termination through assignment of any
Multimedia Agreements held by Contractor to another sports marketing company approved
by University, or if no other such sports marketing company suitable to the University can
be found, to the University. Contractor shall not enter into any Multimedia Agreement
unless it includes a provision to the effect that the rights and obligations granted under such
Multimedia Agreement shall survive any early termination of this Agreement through
assignment of any Multimedia Agreements held by Contractor to another sports marketing
comp~ny approved by University, or if no other such sports marketing company suitable to
the University can be found, to the University. Contractor shall not enter into any
Multimedia Agreement with a term that extends beyond the Expiration Date unless it
includes the foregoing assignment provision and a tennination right upon the expiration of
this Agreement. Contractor agrees to execute any and all documents and take any and all
actions reasonably necessary to execute the assignments contemplated by this paragraph.

S. MUTUAL COOPERATION; ADDITIONAL MULTIMEDIA RIGHTS; NEW


MULTIMEDIA RIGHTS

5.1. Mutual Cooperation. The Parties, including University's Athletic Director (and/or his/her
designee), the University's head of Strategic Procurement (and/or his/her designess) and the
University's Vice Chancellor for Finance and Administration (and/or his/her designee) will
meet, as they mutually agree is necessary, to discuss the rights and Inventory licensed to
Contractor and any unexpected problems arising therefrom to arrive at mutually satisfactory
solutions. Members of Contractor's campus+ team will be encouraged to attend regularly•
scheduled meetings of the University's campus sponsorship team for strategic sourcing
discussions related to strategic campus partnerships and, if requested by the University,
University capital improvement initiatives. The General Manager of Contractor will be
encouraged to attend regularly scheduled University Department of Athletics senior staff
meetings and will meet each month with University's Athletic Director or his designee at
times mutually agreeable to the Parties. In addition, University will use reasonable efforts
to clearly and concisely define for University's staff the specific roles and responsibilities
which Contractor will undertake with University's Department of Athletics, including, but

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not limited to, any agreements Contractor enters into with University's coaches which
Contractor and University mutually determine will facilitate revenue generating
opportunities.

5.2, Additional Multimedia Rights. It is contemplated that Additional Multimedia Rights may
come into effect or become available during the Term. In that event, the Parties will
cooperate to determine whether the University will permit Contractor to attempt to
commercialize such Additional Multimedia Right. The University is not required to permit
Contractor to attempt to commercialize such Additional Multimedia Rights (e.g., through
sponsorship placement, signage, recognition or otherwise). If University elects not to permit
Contractor to attempt to commercialize such Additional Multimedia Right, University will
not grant to any third party the right to attempt to commercialize such Additional
Multimedia Right. When Contractor is pennitted by University to commercialize an
Additional Multimedia Right, it shall be exclusive to Contractor for the remainder of the
Tenn and Contractor will retain all collected revenue generated from such Additional
Multimedia Right which will be included in the calculation of AGR. In the event that an
Additional Multi-Media Right contemplated is identified that University has approved
Contractor attempting to commercialize hereunder and the new right generates in excess of
$400,000 annually in incremental annual AGR, then the Parties will negotiate in good faith
any new or different terms (including revenue sharing) associated therewith. University will
not be required to grant such Additional Multi-Media Rights to Contractor, but under no
circumstances will University attempt to commercialize such Additional Multimedia Rights
itself without prior communication and coordination with Contractor. University may not
commercialize any such Additional Multi-Media Right in any way that would interfere with,
impede or be detrimental to Contractors Rights under this agreement.

6. PAYMENTS TO UNIVERSITY

6.1. Guaranteed Royalty Fee. As payment for the rights licensed under this Agreement
in connection with the University's Department of Athletics, Contractor will pay University an
annual rights fee equal to the greater of (a) the Guaranteed Royalty Fee for the applicable Contract
Year as set forth below or (b) the AGR Threshold Amount for the applicable Contract Year. The
Guaranteed Royalty Fee described below and the AGR Threshold Amount are both based upon all
of the Athletic Asswnptions being accurate, If any or all of the Athletic Assumptions do not occur,
are not accurate or do not remain in effect for the entire Tenn of the Agreement, then such
occurrence shall constitute a Diminishing Event (if such occurrence directly causes a material
adverse impact to AGR) and the process for a Diminishing Event shall be followed. Subject to any
adjustments under this Agreement, the Guaranteed Royalty Fees for the Term shall be as follows:

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Contract Year Guaranteed Royalty Fee

2017-2018 $9,750,000
2018-2019 $10,000,000
2019-2020 $10,500,000
2020-2021 $10,750,000
2021-2022 $11,000,000
2022-2023 $12,000,000
2023-2024 $12,250,000
2024-2025 $12,750,000
2025-2026 $13,250,000
2026-2027 $13,750,000
2027-2028 $14,250,000
2028-2029 $14,500,000

6.2. Payments. All Guaranteed Royalty Fee payments owed by Contractor shall be paid in two
(2) installments as follows: 50% on or before December 31 and 50% on or before June 30
of each Contract Year, with a final settle-up, if any, derived through the AGR Threshold
AmoWlt, to be paid no later than September 30 following the applicable Contract Year.
AGR received or collected after June 30 of a Contract Year for the previous Contract Year
shall be included in the AGR of the previous Contract Year if received prior to the
September 30 settle-up date (and shall be added to the subsequent Contract Year ifreceived
after the September 30 settle-up date). Irrespective of whether a payment is owed through
the AGR Threshold Amount, Contractor shall provide University with an accounting by
September 30 of each Contract Year of the AGR for the preceding Contract Year. The
amounts to be paid by the Contractor to the University's Department of Athletics under
Section 6.1 above shall be made payable to the University of North Carolina at Chapel Hi11
and shall be delivered to the Director of Athletics, CB#8500 Ernie Williamson Athletic
Center, The University ofNorth Carolina at Chapel Hill, Chapel Hill, North Carolina 27599-
8500. If any payment is not made by Contractor within thirty (30) days of when due, such
past due amount will accrue a late charge of the lesser of (a) l % per month or (b) the highest
rate allowable under North Carolina law, in each case computed monthly to the extent
allowable by law.

6.3. Campus Rights Fees. As payment for the rights licensed under this Agreement to
Contractor as to campus-wide (non-athletic) Multimedia Rights with respect to each
Contract Year of the Term, Contractor will pay University seventy percent (70%) of the
AGR Campus Share Amount.

6.4. Campus Payments. All AGR Campus Share Amount payments owed by Contractor under
Section 6.3 shall be paid in two (2) installments as follows: 50% on or before December 31
and 50% on or before June 30 of each Contract Year, with a final settle-up, if any, derived
through the AGR Campus Share Amount, to be paid no later than September 30 of each
Contract Year. A GR received or collected after June 30 of 2018 or after June 30 of 2019, as
the case may be, for the previous Contract Year shall be included in the campus revenue of

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the previous Contract Year if received prior to the September 30 settle-up date (and shall be
added to the subsequent Contract Year if received after the September 30 settle-up date);
provided, however, amounts received after September 30, 2019 shall be paid to University
as and when received by Contractor. Contractor shall provide University with an accounting
by September 30 of each Contract Year of the campus revenue for the preceding Contract
Year. The amounts to be paid by the Contractor to the University under Section 6.3 above
shall be made payable to the University of North Carolina at Chapel Hill and shall be
delivered to the Vice Chancellor for Finance and Administration, The University of North
Carolina at Chapel Hill, 300 South Building, 200 East Cameron Avenue, Chapel Hill, North
Carolina 27599-1000. If any payment is not made by Contractor within thirty (30) days of
when due, such past due amount will accrue a late charge of the lesser of (a) 1% per month
or (b) the highest rate allowable under North Carolina law, in each case computed monthly
to the extent allowable by law.

6.5. Signing Bonus. Contractor shall pay University's Department of Athletics a $3,000,000
Signing Bonus as follows: $1,500,000 on or before December 31, 2017, and an additional
$1,500,000 on or before June 30, 2018.

6.6. Capital Subsidy Payments. In consideration of the rights granted to Contractor by


University, Contractor will provide capital subsidy payments ("Capital Subsidy Payments")
to The Educational Foundation, Inc. in the aggregate amount of $4,000,000 in the following
Contract Years in the following amounts:

Contract Year Capital Subsidy Payment

2018-2019 $1,000,000
2019-2020 $1,000,000
2022-2023 $1,000,000
2025-2026 $1,000,000

The Capital Subsidy Payments shall be used to fund technology upgrades and capital
improvements to Athletic Facilities that are intended to create additional or enhanced
sources of revenue for Contractor, all of which will be included in the calculation of AGR.
The specific upgrades and improvements will be mutually agreed upon between University
and Contractor following good faith negotiations. For clarity, while some or all of the
upgrades and improvements might also enhance the fans' experience at Athletic Events,
University acknowledges and agrees that the principal purpose of the upgrades and
improvements is to generate additional revenue for the Parties.

6.7. Campus Facility Capital Initiatives. If, during the Term of the Agreement, University
proposes to develop or have developed projects that will include commercial initiatives that
the University elects to make available to Contractor, Contractor will meet and negotiate in
good faith with University the amount of Contractor's financial investment, if any, in such
projects. Such negotiations relating to Contractor's financial investment will take into
account the scope and value of the commercial initiatives that the Parties anticipate could
be available to be monetized by Contractor for the project, the remaining Tenn of the
Agreement during which Contractor may monetize such initiatives and the amount of

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projected revenue that could be included in the calculation of AGR For clarity, nothing in
this Section 6. 7 shall require University to develop or have developed projects that include
a commercial initiative that can be monetized by Contractor and nothing in this Section 6. 7
shall require Contractor to provide funding for any University project that has no
commercial initiative that can be monetized by Contractor. If Contractor agrees to provide
funding for a project that has commercial initiatives that can be monetized by Contractor,
an Addendum to this Agreement will be signed by University and Contractor identifying
the specific investment(s) to be made by Contractor and the specific rights granted to
Contractor.

6.8. Performance Bonus Payments. In addition to the Guaranteed Royalty Fee set forth in
Section 6.1, Contractor will pay University a perfonnance bonus based upon the success of
University's athletic teams as follows;

Football:

ACC Championship: $20,000


Bowl Appearance-Greater of the following:
Participate in College Football Playoffs: $50,000
Win Championship Game: $75,000

Men's Basketball:

ACC Tournament Championship: $20,000


NCAA Appearance-Greater of the following:
Sweet 16: $20,000
Final Four: $50,000
NCAA Championship: $100,000

NCAA Championship in any Olympic Sport: $10,000

Director's Cup:
Top 5 Finish: $25,000
Top 10 Finish: $15,000

Any performance payment earned will be paid in the subsequent Contract Year.

6.9. Trade Benefits. During each Contract Year of the Term, at the request of University,
Contractor will obtain Trade Benefits for University having a value equal to the Threshold
Amount. If University requests Trade Benefits in excess of the Threshold Amount
("Additional Trade Benefits"), Contractor will use its best efforts to provide the Additional
Trade Benefits to the University utilizing its available inventory. The Threshold Amount,
as well as any Additional Trade Benefits, shall be adjusted to the Wholesale Value with the
resulting amount that exceeds the Threshold Amount deducted from the Guaranteed Royalty
Fee or AGR Threshold Amount owed to the University; provided, however, before making
any deduction from the Guaranteed Royalty Fee or the AGR Threshold Amount, any Trade
Benefits used by Contractor in excess of the Wholesale Value of the Contractor Threshold

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Amount shall be added to the calculation of AGR. By way of example, in the 2015-2016
Contract Year, University received $205,000 of Trade Benefits and had a Threshold
Amount of $100,000 and Contractor used $246,000 of Trade Benefits during that same
period. Accordingly, based upon the Wholesale Value of the Trade Benefits, Contractor
provided University with $144,000 of Trade Benefits in 2015 - 2016 or $44,000 above the
$100,000 Threshold Amount which was deducted from University's share of AGR and
Contractor used $246,000 of Trade Benefits during that same period and based upon the
Wholesale Value adjustment (70%), $72,000 was added to the AGR.

6.10. Competitive Review. On one occasion after July 1, 2025, the University Athletic
Department may request that University and Contractor meet to review the terms of this
Agreement and share data with one another as needed to determine if the financial terms of
this Agreement are such that this Agreement is one of the top three multimedia deals in
Learfield's portfolio in terms of Guaranteed Royalty Fee and the effective AGR Threshold
Amount, talcing into account applicable thresholds, all contractually guaranteed payments,
inventory offerings and other deal•specific tenns. To that end, the following items will be
recognized and considered during the comparative analysis: front•loaded guaranteed rights
payments, the overall inventory offerings in the multi•media agreement (e.g., radio,
television, print, official athletic website including on•line auctions and subscription based
audio and video products, naming rights, campus rights, venue signage, promotions, luxury
suites, coaches endorsements, concessions, pouring rights, isotonic beverage rights, etc.),
and cultural tolerances for prohibited sponsorship categories (collectively, the "Rights
Package"). If, after talcing into account the comparative Rights Packages, as well as other
objective and non-objective factors which may then be relevant, it is determined that the
financial terms set forth in this Agreement are not within the top three multimedia deals in
Learfield's portfolio in terms of Guaranteed Royalty Fee and the effective AGR Threshold
Amount, then Parties shall negotiate in good faith at that time an amendment to this
Agreement. Should the Parties not reach a mutually acceptable agreement by October 31,
2025, then the discussions shall be elevated to the Athletic Director of the University and
the President & CEO of Learfield who shall attempt to resolve the matter in good faith,
including at least one in-person meeting between the Athletic Director and Learfield's
President & CEO. Should the Parties not reach a mutually acceptable agreement by
December 31, 2025, then the Guaranteed Royalty Fee for the final three Contract Years of
this Agreement shall be adjusted to be equal to the average annual guaranteed rights fee for
athletic multi-media rights only (e.g., no portion attributable to campus rights or facility
naming rights) of the top five (by average guaranteed rights fee) Power Five (or then
equivalent) multimedia rights properties in Learfield's portfolio that have an expiration date
between June 30, 2027 and June 30, 2034. In the event Learfield does not have five
properties that meet the above qualifications, then if Learfield does have five Power Five
( or then equivalent) properties, then the Guaranteed Royalty Fee for the final three Contract
Years of this Agreement shall be adjusted to be equal to the average annual guaranteed
rights fee for athletic multi-media rights only of the top five (by average guaranteed rights
fee) Power Five (or then equivalent) multimedia rights properties in Learfield's portfolio
adjusted to reflect comparable Rights Packages, provided at least two of Learfield's
properties are in the top five of all Power Five multi-media rights deals as adjusted to reflect
comparable Rights Packages. If Learfield does not then have five Power Five (or then
equivalent) properties or does not have two properties in the top five as required above, then

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the Guaranteed Royalty Fee for the final three Contract Years of this Agreement shall be
adjusted to be equal to the average annual guaranteed rights fee for athletic multi-media
rights only of the top five Power Five (or then equivalent) multi-media rights properties
regardless of rights holder as adjusted to reflect comparable Rights Packages.

7. MISCELLANEOUS CONTRACTOR OBLIGATIONS. As further consideration for the rights


granted to Contractor herein, Contractor agrees to perform the requirements set forth below in this
Section 7.

7.1. Internship Program. During each Contract Year of the Tenn, Contractor will provide four
(4) paid student internships based upon specific student interests and applications. The
specific intern positions will be designated by Contractor in consultation with the University
Contract Manager. Each such intern shall be financially compensated at the then-current
intern rate set by the University Department of Athletics and Contractor shall have no
obligation to pay an intern any amount in excess of such rate.

7.2. Career Tar Heel Program. During each Contract Year of the Term, Contractor, through
its Manager of Partnership Services, will work with University Student Services to develop
a program tailored to graduating student athletes in order for them to have an opportunity
to meet with Contractor personnel and select corporate partners of Contractor.

7.3. Tar Heel Born and Bred Partnerships. During each Contract Year of the Tenn,
Contractor will seek to obtain six (6) corporate premium partners who have strong ties to
the University and the region in order to create an official University branded group of
corporate partners that are dedicated to promoting the values that make the University
unique. Each of such partnerships would require a minimum investment of $300,000 with
$100,000 of such investment committed to media campaigns promoting the Tar Heel Born
and Bred Partnership on premier platforms. For clarity, while Contractor will use its best
efforts to obtain six (6) corporate premium partners for the Tar Heel Born and Bred
Partnership, Contractor will not be in default under this Agreement if it cannot obtain six
(6) corporate sponsors or if the amount of investment by a corporate partner is less than
$300,000,

7.4. Digital Media Position. Contractor will fund a digital media position. The person holding
that position will have access to an office in the Department of Athletics and will work
closely with Contractor to develop content and strategies as well as work with corporate
sponsors to create opportunities that will be designed to engage with University fans. The
specific content to be developed and strategies to be developed will be mutually agreed upon
by the Parties. If the person holding this position is employed by the University (rather than
Contractor) then Contractor will reimburse University for the cost of such position up to an
annual reimbursement of $80,000 increased each Contract Year by any reasonable salary
increase granted for such position.

7.5. Fulfillment of Obligations to Sponsors. Contractor agrees that University shall not be
responsible for fulfilling obligations to individuals or entities that are party to any
Multimedia Agreement, unless the University has expressly agreed in writing to be so
responsible. For purposes of illustration and not by way of limitation, the Contractor shall

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be responsible, with the assistance of the University Department of Athletics staff, for
providing its employees to fulfill or perform in-game promotions pursuant to Multimedia
Agreements entered into by Contractor.

7.6. Due Diligence with Respect to Third Parties. Before entering into or amending or
extending any Multimedia Agreement with a third party, Contractor shall notify the
University of any adverse public relations implications associated with the_third party of
which Contractor is aware that would reflect poorly on the University or its Athletics
Deprutment ofwhlch Contractor is aware.
1[

7.7. Approval of Third Parties. For the purpose of protecting the name, goodwill, and i
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reputation of the University, Contractor shall not enter into any Multimedia Agreement with /J
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a party described in Section 7.6 unless the Contractor has received pre-approval of such
prospective sponsor from the University, which pre-approval shall not be unreasonably II
withheld. Contractor shall include a provision in each Multimedia Agreement entered into, i
amended, or extended after the Effective Date to the effect that Contractor may immediately I
terminate such agreement upon the University's request if that association with the third
party has or is likely to have a material adverse impact on the reputation or good name of Iii!
the University. Contractor agrees to comply with any University request in this regard. 11
[!

7.8. Excluded Categories of Sponsorships. Notwithstanding anything contained in this


Agreement to the contrary, Contractor may not sell any sponsorships in Excluded
I
Categories. Sponsorships promoting a political candidate or political party are pennitted on II
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radio broadcasts, but are not permitted on any other Inventory without the consent of the i
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University. !{
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7.9. University Promotions. At the University's request, Contractor will include in its I
broadcasts and promotional activities any announcements or other program material
furnished by the University in accordance with Schedule B Exhibit A, Section 12 and
Schedule B Exhibit B, Section 8. These announcements or materials will be for the purposes
of encouraging attendance at University games, promoting the University and its programs,
and emphasizing the scholastic standing of University student-athletes. Under no
circumstances can such announcements or materials be used for any commercial
underwriting or commercial marketing of any kind, other than for marketing products or
services available in-stadium or in-venue, and the time allotted for such announcements or
the space allotted for such materials shall in both instances be reasonable as mutually agreed
upon by the parties.

7.10. No Endorsements by University; Sponsorship Designations. Contractor shall not permit


any sponsor messages that imply endorsement by the University or the Department of
Athletics of a third party's product or service, beyond the designations of "official partner"
or "official sponsor" of UNC Athletics or a substantially similar designation. The Contractor
shall not permit endorsement of a product or service by a coach or other employee of the
Department of Athletics without the written consent of University (email acceptable).

7.11. Marketing Plan. No later than December of each Contract Year, Contractor shall make
available to the University Department of Athletics for review and consultation its plan for

-11-
generating AGR for the forthcoming Contract Year. The plan shall identify all projects
which Contractor anticipates pursuing during the new Contract Year and plans for
contacting those individuals and businesses who have been traditional supporters of the
University and its athletic programs.

7.12. Meetings. After the Effective Date of this Agreement, Contractor and the University
Contract Manager shall meet at least quarterly, upon the University Contract Manager's
request, for the purpose of reviewing and discussing new promotional opportunities, to
review all Multimedia Agreements, both exclusive and non~exclusive and otherwise discuss
and review Contractor's perfonnance hereunder.

7.13. Exclusive Contracts. The University Contract Manager and the University Trademark
Manager shall each have the power to review and approve in advance all exclusive
Multimedia Agreements to be entered into by Contractor, which approval will not be
unreasonably withheld, delayed, or conditioned. Such exclusive sponsorship agreements
shall not include rights that are not granted to Contractor under the Agreement. Such
Multimedia Agreements shall not exceed the rights granted to Contractor in Section 2 of
this Agreement. No exclusive sponsorship agreement shall preclude the University's Office
of Trademark and Licensing from granting licenses to Persons, directly or through its
licensing agent, for the use of the University's Marks and/or indicia in connection with the
manufacturing, sale, distribution or promotion of products, services, or businesses with
respect to University units other than the Department of Athletics unless the granting of
such licenses is to a competitor of an exclusive Contractor sponsor in connection with a
Campus Sponsorship.

7.14. Personnel. No Key Employee may begin perfonning work under this Agreement without
the prior written approval of the University Department of Athletics> such approval not to
be unreasonably withheld. For clarity, all of Contractor's Key Employees who were Key
Employees as of February 1, 2017, and remain Key Employees as of the Effective Date are
hereby approved. Contractor recognizes and agrees that the selection and hiring of Key
Employees who possess expertise and professional skills to carry out Contractor's
obligations hereunder and in the course thereof to reflect positively on the name and
reputation of the University is an essential condition to inducing the University to enter into
this Agreement with Contractor. The Contractor shall make commercially reasonable efforts
to prevent any Key Employee from (a) using information relating to the University's current
or fonner coaches or student-athletes that was gathered in the course of the Key Employee's
work for the Contractor for their personal financial gain (including without limitation,
writing books, magazine or internet articles, or through speaker events or media
appearances), or (b) using generally available infonnation relating to the University's
current or fonner coaches or student-athletes for their personal financial gain (including
without limitation, writing books, magazine or internet articles or through speaker contracts
or media appearances), or (c) writing generally for publications or internet sites that compete
with the official publications or internet sites of the University's athletics program.
Contractor agrees to remove from assignment to University projects any Key Employee of
the Contractor whose work or performance under this Agreement is considered by the
University to have a material adverse impact on the reputation or good name of the
University, unless the basis for the University's objection is against applicable law or is

-12-
cured within fourteen (14) days (or lesser time as may be specified herein) following the
date of the University's notice to Contractor of its dissatisfaction with or objection to such
individual's perfonnance or work hereunder.

7.15. Third Party Agreements Involving Coaches, If any Multimedia Agreement with a third
party involves the services of a head coach by name, then such Multimedia Agreement shall
provide for its automatic termination upon either the termination or cancellation of that head
coach's employment contract with the University or reassignment of such coach to a
position other than head coach,

7.16. Misleading Activity. Contractor agrees that if it is notified in writing that any products or
services promoted on any radio or television program or in connection with any other
promotion activity hereunder are being presented in a manner which is not factual and
accurate, is misleading or is in violation of any applicable law, rule or regulation, or that
orders placed by individuals are not being fulfilled in complete compliance with the terms
of the applicable agreement within the time advertised, and such allegations are verified,
Contractor will take prompt action otherwise not inconsistent with applicable law to prevent
any such promotion from being aired or published again.

7.17. Financial Reports.

7.17.1. Preliminary Contract Year-End Report. On or before each June 30 occurring during
the Term of this Agreement, Contractor shall provide the University Contract
Manager a preliminary Contract Year-end report including the following
information: (i) Guaranteed Royalty Fee payments made during the Contract Year
then ending, (ii) Campus Rights Fee Payments made during the Contract Year then
ending, (iii) detail of AGR revenue calculation for the Contract Year then ending
based upon information available as of the date of such report, (iv) other payments,
reimbursements and credits made during the Contract Year then ending, and, (iv) a
schedule of accounts receivables with detail showing the amounts invoiced to each
sponsor, amounts collected and outstanding balances.

7.17.2. Contract Year-End Reconciliation Reports. On or before each September 30 and


December 15 occurring during the Tenn of this Agreement and no later than six (6),
twelve (12) and eighteen (18) months after the termination of this Agreement,
Contractor shall provide the University Contract Manager with an updated
reconciliation report for the Contract Year most recently ended, including the
following infonnation: (i) Guaranteed Royalty Fee or AGR Threshold Amount
payments made during the Contract Year most recently ended, (ii) Campus Rights
Fee payments made during the Contract Year most recently ended, (iii) detail of
AGR calculation for Contract Year most recently ended, (iv) other payments,
reimbursements and credits made during the Contract Year most recently ended, and
(v) a schedule of accounts receivables with detail showing the amounts invoiced to
each sponsor, amounts collected and outstanding balances.

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7.17 .3. Inventory/Sales Reports. In connection with Contractor's annual year-in-review
report to University, Contractor will provide University with infonnation regarding
inventory sales, value and sponsor interest.

7.17.4. Progress Reports. Promptly after each April 30 occurring during the Term of this
Agreement, Contractor shall provide the University Contract Manager a progress
report with respect to the then current Contract Year, including the following
infonnation: (i) Guaranteed Royalty Fee payments made during the period then
ending, (ii) detail of AGR calculation for the period then ending, (iii) other
payments, reimbursements and credits made during the period then ending, and (iv)
a schedule of accounts receivables with detail showing the amounts invoiced to each
sponsor, amounts collected and outstanding balances.

7.17.5. Learfield Unconditional Guaranty. Learfield unconditionally guarantees THSP's


perfonnance, obligations and requirements under this Agreement.

7.17.6. Licenses/Taxes. Contractor, at no expense to the University shall obtain all pennits
and licenses necessary and required for the performance of its activities hereunder.
Contractor further agrees to pay all taxes, employee taxes and contributions, fees,
and levies applicable to and incurred by Contractor in the performance of its
activities hereunder.

7 .17. 7. Information Security Compliance and Certifications. At all times during the term of
this Agreement, Contractor shall (1) use reasonable information security practices
for transmitting and storing potentially sensitive information; (2) employ reasonable
information security practices with respect to network security techniques,
including, but not limited to, firewalls, intrusion detection, and authentication
protocols; (3) comply with all applicable laws and regulations regarding privacy and
data security to maintain database security on any online financial transactions
conducted on University's behalf through the use of Contractor's Software or
records belonging to University that contain sensitive and confidential information;
and (4) in the event Contractor is acting as a Service Provider as defined by the
Payment Card Industry Data Security Standard (PCI-DSS), comply with the
Payment Card Industry Data Security Standard (PCI-DSS) and provide appropriate
PCI attestation documentation.

8. OWNERSHIP; COPYRIGHT; USE OF UNIVERSITY MARKS.

8.1. Copyright. Contractor agrees that the University shall own all rights, title and interest in
and to recordings, writings, photographs, audio, video and other tangible property
(collectively, "Works") which Contractor creates in connection with the perfonnance of this
Agreement. For purposes of illustration and not by way oflimitation, the following property
created under this Agreement is included in the definition of "Works": (i) radio play-by-
play broadcasts, (ii) pre-game and post~game radio broadcasts, (iii) coaches' television
broadcasts, (iv) internet, cell phone and other new media productions, and (v) game
programs. The University grants Contractor permission to use the Works solely for the
purpose of fulfilling its obligations arising out of this Agreement. Contractor and the

-14-
University agree that the University by this Agreement has commissioned Contractor to
create these Works and that each Work is intended to be a "work made for hire" in
accordance with 17 United States Code Sections 101 and 201 (b). For any Works that under
the copyright laws of the United States may not be considered works made for hire,
Contractor agrees at the request of the University to convey and assign all copyright interests
which may subsist in such Works to the University. Contractor shall disclose information
to the University and execute such documents as may be reasonably necessary to assist the
University and execute such documents as may be reasonably necessary to assist the
University in securing and enforcing the University's rights in the Works and related
tangible property. The Parties further agree that the University owns all foreign and
domestic copyright and moral rights in these Works.

8.2. Use of University Marks.

8.2.1. Identifying Elements/Logos. Contractor shall be permitted to use, and grant to third
party sponsors the right to use, the University Marks (as defined below) in order to
accomplish the objectives contemplated by this Agreement; provided, however, that
Contractor has requested and received University's prior written approval of such
use through University's Trademark Manager in a manner consistent with past
practice. Once such use has been approved by University, Contractor shall retain the
right to such use, without any material change thereto, for the remaining Term of
this Agreement or until University revokes its approval of such use in writing. Upon
cancellation, termination or expiration of this Agreement, Contractor's use of the
University Marks shall cease immediately. With regard to any promotions,
sponsorships, or other marketing activities by third party sponsors or promoters
which will involve the use of the University's name or registered {or unregistered)
trademarks; service marks, logos and symbols (collectively, the "University
Marks"), Contractor agrees to submit the promotional or sponsorship proposal to
University's Trademark Manager for review. If the proposal involves the use of the
Universify Marks on a promotional product, then the third party sponsor or promoter
shall be required to execute the University's standard Licensing Agreement or other
appropriate licensing documents prior to any such use. In addition to any other fees
which a third party may agree to pay to Contractor, in such event the third party shall
pay a royalty to the University for the use of its indicia on a promotional or retail
product, unless the University waives a royalty payment with respect to the proposal.
Contractor agrees that approved sponsorships, promotions, or other marketing
activities that include a giveaway of University logo-bearing merchandise by
Contractor or sponsor are prohibited unless the merchandise is provided by a
licensed University provider.

8.2.2. Termination or Expiration. Upon termination or expiration of this Agreement,


Contractor shall cease to use the University Marks, shall cause all Network Affiliates
to cease using the "Tar Heel Network" mark, and shall cease marketing any goods
or services using the name Tar Heel Sports Properties or any similar name that
implies or suggests an affiliation or relationship with the University.

·15-
8.2.3. Sponsorships Including Logo Pennitted. The Guaranteed Royalty Fee, the AGR
Threshold Amount and the Campus Rights Fee Amount are each based in part upon
Contractor's ability to continue to sell specific sponsorships in public places which
makes the use of the University Marks ("Sponsorships Including Logo" or "S.I.L.")
subject to University approval including, where applicable, the University's
Trademark Use Connnittee. Contractor shall have the right to sell S.I.L. throughout
the Term of this Agreement subject to University's approval, which shall not be
unreasonably withheld or delayed. University will not execute any licensing or
similar agreement that has the effect of diminishing Contractor's rights under this
Agreement in any manner; provided that University units shall be permitted to
continue to conduct their operations consistent with past practices. If, for whatever
reason, Contractor is prevented from selling S.f.L. at the same or higher historical
levels than in Contract Year 2016-17, a Diminishing Event shall have occurred and
the process for a Diminishing Event shall be followed.

9. MISCELLANEOUS TERMS AND CONDITIONS.

9.1. Tickets. During each Contract Year, Contractor is guaranteed the opportunity to purchase
at 50% of face value, except as set forth below, the following tickets up to the maximum
number of tickets stipulated below. These tickets may be used by Contractor for
promotional activities and/or any other purpose relating to this Agreement that is deemed
in the best interest of the Parties by the Contractor in consultation with the Athletic Director
of his or her representative, Contractor must notify the University Department of Athletics
in writing of its ticket needs (within the maximllll1s specified herein). Other than season
basketball tickets locations specified below, tickets shall be from the best seats available,
which are under the control of the Department of Athletics:

# of Tickets Guaranteed by University for


Tickets Contractor to Purchase
Season football tickets Up to 400 (and unlimited number if game not sold out).
Contractor to commit to final number by June 1 of each
Contract Year.
Individual game football Up to 300 per game. Contractor to commit to final
tickets (Games for which number for each game by July 1 ofeach Contract Year.
individual tickets may be
purchased will be determined
by the University)
ACC football championship A minimum of 250 at full purchase price, 125 of which
game (only for game in which will be in the club level.
University participates)
ACC football championship Up to four (4) club level tickets at full purchase price
game (for games in which
University does not
participate)
Football playoff/ Up to 100. Contractor to commit to final number by
championship / bowl games three (3) weeks before bowl game.

-16-
(only for games in which
University participates)
Season men's basketball Up to 300. Contractor to commit to final number by
tickets September 1 of each Contract Year. 53 shall be in the
lower deck as follows:
• 12 seats in section 101 ''courtside seats"
• 11 seats in section 107, Row F
• 4 seats in section l 07, Row E
• 4 seats in Section 110, Row AA
• 4 seats in section 128, Row BB
• 12 additional seats in lower deck in the same
locations during the 2016-2017 season
16 shall be no higher than row D, upper deck
12 shall be no higher than row B, upper deck
22 shall be no higher than row G, upper deck

Remainder shall be the best available as detennined by


the Athletic Director. In addition to the above ticket
amounts, University will make available to Contractor
for each game the 14 seats in the auxiliary media booth
in Section 111.
Individual game men's Up to 100 per game except for NCSU and Duke home
basketball tickets games. Up to 150 for NCSU and Duke home games.
Contractor to commit to final number for each game by
October 1 of each Contract Year. Use of Athletics
Director's (AD's) booth for two (2) games selected by
AD and IO additional lower level seats for one (1)
additional game selected by AD from AD's allocation.
ACC Basketball Tournament Up to 70 if arena holds 25,000 or less. Up to 80 if arena
tickets (complete sets) holds more than 25,000. In each case, a minimum of 12
seats shall be in lower level.
NCAA Basketball 24 seats for l st & 2nd round
Tournament tickets (only for 36 seats for regional rounds
games in which University 64 seats for Final Four
participates) In each case, minimum of25% in lower level
Men's Home Basketball Up to 116. Contractor to commit to final number by
games in Greensboro and October 1 of each Contract Year
Charlotte
Women's Basketball season Upto 30
tickets

# of Tickets Guaranteed by University for


Tickets Contractor at no char e
Additional season football 34 (at no cost) for the purpose of fulfilling obligations
tickets at no cost for the to Olympic Sports sponsors. Such tickets shall be in the
ose of fulfillin same eneral location as those reviousl assi ned.

-17-
commitments to University
01 rn ic S arts s onsors
Additional season men is 10 (at no cost) for the purpose of fulfilling obligations
basketball tickets at no cost to Olympic Sports sponsors. Such tickets shall be in the
for the purpose of fulfilling same general location as those previously assigned.
commitments to University
01 m ic S orts s onsors
Other Olympic Sports

If available, Contractor may purchase additional tickets to any of the foregoing events at
face value.

9.2. Ticket Restrictions. Contractor and its sponsors will have the right to use tickets in their
retail promotions and all their projects which are directly related to Contractor's rights under
this Agreement. The Parties agree not to allow the use of Athletic Event tickets by third
parties for promotional purposes that specifically compete with Contractor's sponsorship
sales efforts ("Restriction") without approval of Contractor. It is understood that University
maintains the ability to offer marketing incentives to increase attendance (each an
"Approved Use"). An Approved Use shall not, however, include the use of tickets in
conjunction with a corporate sponsorship or promotion. For example, if a station on the Tar
Heel Network ("Station") is provided with fifty (50) tickets to a University football game
("Complimentary Tickets") in exchange for Station promoting the game on behalf of
University but Station then sells a corporate sponsorship in connection with the
Complimentary Tickets, such use of the Complimentary Tickets by the Station is not an
Approved Use but Station's offering of the Complimentary Tickets to the first 50 listeners
who call into the Station would be an Approved Use. For the avoidance of doubt, tickets
provided for an Approved Use shall be subject to an agreement between University and the
Station which shall contain language substantially similar to that set forth in Schedule C of
this Agreement in order that the tickets are used only for an Approved Use. If, despite such
Restriction, tickets are not used for an Approved Use and University recovers any revenue
received by Station from a Non-Approved Use, University will pay over to Contractor any
revenue University receives which shall be included in the calculation of AGR.

9.3. Staff Access; Sponsor Parking.

9.3 .1. Staff Parking. Throughout the Term, University will provide Contractor at no cost
with sufficient passes or access privileges for its personnel on all game days in
conjunction with their responsibilities for game day sponsorships, promotions and
broadcasts. Each such person will be issued "Working Passes" by the University
Department of Athletics for each game. Contractor shall be responsible for
distributing, controlling and accounting for these passes. During the week, subject
to availability University will provide Contractor's staff with parking at the Smith
Center administrative offices and elsewhere on University's campus as needed.

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9.3.2. Sponsor Parking. Throughout the Term, University will provide Contractor at no
cost with game day parking passes for sponsors in an amount and in locations
reasonable commensurate with what was provided in Contract Year 2016-17.

9.4. Travel on Team Charter. During each Contract Year of the Term, University shall provide
Contractor with five (5) seats (four for Wells Fargo and one (1) for Contractor's General
Manager) to one (1) away football games chosen by University which, in addition to the
flight, includes the hotel, transfers and meals. Should Wells Fargo cease to be a sponsor or
should its travel on the team charter not be included as a sponsorship benefit under its
Sponsorship Agreement, Contractor may use those four (4) charter seats (including hotel,
transfers and meals) for a different sponsor or divide those four (4) seats between or among
multiple sponsors. If University makes use of larger aircraft (e.g., a Boing 767) for its
charters, it will use best efforts to make additional seats available for Contractor's sponsors
on those charters.

9.5. Office Space. University will provide Contractor, at no cost to Contractor, furnished office
space on or reasonably proximate to the campus of University for the member of
Contractor's staff in charge of Campus Sponsorships. As of the Effective Date, University
will not have office space within the Department of Athletics available for Contractor. If,
however, during the Term, office space within the Department of Athletics or adjacent
rr
thereto becomes available, University will negotiate in good faith with Contractor to provide ,lI'

that office space to Contractor. With respect to the office space to be provided for 11

Contractor's staff member in charge of Campus Sponsorships and if office space is made
available to Contractor in or adjacent to the Department of Athletics, Contractor shall not Ii
be charged rent for such space, but will be responsible for all other out-of-pocket costs l
related to the use of such space (e.g., telephone, internet charges, postage, etc.). Ii
r:
9.6. Merchandising and Other Support. The University Department of Athletics will provide I
to Contractor the following;

9.6.1. Other Merchandising. Each season, the University Department of Athletics will I
provide to Contractor 30 footballs autographed by the football team and 30
basketballs autographed by the men's basketball team and 100 media guides for both
football and men's basketball.
I
~
1!

9.6.2. Contractor Space. The University Department of Athletics will use its best efforts to
fulfill all reasonable requests from Contractor to host events jointly sponsored by
University and Contractor in the Smith Center, such as the Memorabilia Room, for
example, and Kenan Stadium, such as the booths in the press box area, for example,
for entertainment of promotional partners. Such requests shall be granted to the
extent space is available. As part of these joint efforts, the University will provide
the space and the Contractor will pay for any associated out-of-pocket expenses.

9.6.3. Home Radio Booth. Contractor shall have exclusive use of the area in Kenan
Stadiwn designated as the home radio booth, excepting all authorized University use
and users. If the home radio booth in Kenan Stadium is relocated as a result of a
stadium renovation or otherwise, then the University Department of Athletics shall

-19-
provide a new home radio booth in Kenan Stadium or similar size, field location and
seating capacity as the home radio booth existing as of the Effective Date.

9.6.4. University Assistance. For away games, the University Department of Athletics will
assist Contractor in making the necessary arrangements for access and admission of
Contractor's broadcast personnel to the broadcast facilities controlled by the home
team.

9.7. Reductions to Guaranteed Royalty Fee. Notwithstanding anything contained in this Agreement to
the contrary, the Contractor and University will negotiate in good faith whether a fair and equitable
reduction in the Guaranteed Royalty Fee or other remedy for Contractor is appropriate if any one or
all of the following events occur, directly causing projected Adjusted Gross Revenue for the
applicable Contract Year to be materially adversely impacted:

A. University's football or men's basketball team incurs disciplinary sanctions which


prevent the team from appearing in conference championship games or post-season
conference tournaments, NCAA or NIT tournaments (basketball) or Conference
championships, playoff/championship/bowl games (football); or

B. The football or men's basketball program is eliminated or substantially curtailed; or

C. The football or men's basketbaII programs are no longer a member of the ACC or
another "Power Five" conference (or ifthere is no longer "Power Five" conferences,
another comparable conference); or

D. If, through no fault of Contractor, it is not able to obtain the radio broadcast rights
to post-season Conference, national townaments, bowl games or football playoff
games that include University teams; or

E. If, in any Contract Year, the number of regular season home football and men's
basketball games falls below six (6) for football and fourteen (14) for basketball; or

F. If University enters into an agreement with any Person during the Tenn which
includes naming rights to any public viewing area in, on or around an Athletic
Facility the result of which causes Contractor: (i) to lose any of its Multimedia
Rights or sponsorship inventory; (ii) to lose an Exclusivity Sponsor who has been
granted exclusivity in the same category of products or services as the naming rights
partner; or (iii) to become liable to the Exclusivity Sponsor for a breach of its
contract with the Exclusivity Sponsor; or

G. The inventory associated with the Multimedia Rights granted to Contractor under
this Agreement is materially reduced in comparison to the inventory available in the
immediately preceding Contract Year; or

H. A Force Majeure Event prevents a University football or men's and women's


basketball being played, and Contractor is contractually required to refund or credit
one or more of its sponsors as a result of such Force Majeure Event; or

-20-
I. If there is a Conference Action or a Rule Change that materially diminishes or
restricts Contractor's ability to obtain sponsorship agreements or to otherwise
exercise its licensed rights under this Agreement. In any such event, Contractor
agrees that it will provide University with written documentation and statements to
describe the impact of the Rule Change or Conference Action on Contractor's ability
to exercise the licensed rights. For purposes of this Section, a "Rule Change" means
(a) any change in applicable law, rule, regulation or order of any governing authority
having jurisdiction over University (specifically including, without limitation,
University's Board of Trustees) or Contractor, (b) any change in applicable
constitution, bylaws, regulations or policies of the NCAA or any Athletic
Conference in which University is a member, (c) any change in NCAA and Athletic
Conference policies and agreements, (d) any change in policy or practices of
University or its Department of Athletics related to the licensed rights, including,
without limitation, any restrictions or limitations on the nature of permissible
categories for which Contractor may sell sponsorships, or (e) any other change in
restrictions or impainnents upon Contractor's exercise of its sponsorship or related
rights with respect to the licensed rights caused by actions of University, its
employees, or agents, the ACC or the NCAA. For purposes of this Section, a
"Conference Action" means the ACC, or any other Athletic Conference in which
University is a member, by agreement(s) with or on behalfofits member institutions
including University and one more Persons that eliminates or diminishes any
material rights which Contractor otherwise holds under this Agreement; or

J. If University allows any network televising a University game to use virtual signage
to prevent Contractor's sponsor's signage (permanent or temporary) from being
viewed by the television audience; or

K. If, during the Term of this Agreement, University and/or a University intercollegiate
athletic program is the subject of Material Adverse Publicity, which Material
Adverse Publicity materially diminishes or restricts Contractor's ability to retain or
obtain sponsorship agreements or to otherwise exercise the licensed rights. For
purposes of this section, "Material Adverse Publicity" means a scandal in the fonn
of reputable television, print media, internet news reports or other credible public
news reporting that arises from criminal wrongdoing, fraud, or other intentional
conduct by a coach, a Department of Athletics employee or representative, or a
University official or employee; and that directly causes sponsors to discontinue
sponsorships as a result of not wanting to be associated with the University; and that
Contractor can document that such sponsors were prompted to discontinue
sponsorships as a result of the scandal; provided, however, that such Material
Adverse Publicity must not have been directly caused by any act or omission of
Contractor or its employees or subcontractors that was not done at the request of
University; or

L. If, during the Term, the University football team or men's basketball team refuses
and fails to play a scheduled regular season game or a post-season game for which
it is eligible; or

-21-
M. Should any acts of terrorism, acts of state or the United States, strikes, labor shortages,
epidemics or any natural disaster, including, but not limited to, flood, fire, earthquake,
tornado, hunicane or extremely severe weather condition, drought or loss of power
(whether or not resulting from University negligence) prevent a home football game or
home men's basketball game from being played (excluding situations where a home
football or men's basketball game is relocated to a venue with substantially similar
sponsorship assets that are made available to Contractor).

For purposes of this Agreement, "Diminishing Event" means the above-listed event, action, change in
circumstances or occurrence described in A-M above or otherwise identified as a Diminishing Event in this
Agreement. The process for determining if a Diminishing Event has occurred and the remedies, if any, for
the potential Diminishing Event is as follows:

Contractor shall submit to University a substantiation of the value attributable to the rights which are not
available or the rights which are negatively affected by the purported Diminishing Event along with
reasonable substantiation for its calculation.

Within thirty (30) days of Contractor's submission, the Parties will confer to discuss Contractor's
calculation, detennine whether a Diminishing Event occurred, decide whether a remedy for Contractor's
purported loss or impairment of the rights is appropriate, and, if the Parties decide a remedy is indicated,
determine an appropriate remedy. Contractor's remedy could include any of the following or a
combination thereof: (i) a reduction in the Guaranteed Royalty Fee; (ii) a reduction in the Campus Rights
Fee; (iii) a reduction in the AGR Campus Share Amount; (iv) an extension of the Tenn; (v) granting
Contractor Additional Multimedia Rights; (vi) providing Contractor with additional tickets; (vii) providing
Contractor with Additional Fulfillment Benefits; (vi) adjusting the AGR Threshold Amount; (viii) granting
Contractor New Multimedia Rights; or (ix) any other remedy that the Parties may agree upon.

The Parties will continue to meet and negotiate in good faith until the Parties reach agreement as to whether
a Diminishing Event has occurred, and if so, a remedy, if any, for such Diminishing Event is agreed upon.
The effective date of the action taken from the preceding list (or any other remedy agreed upon) will be for
the Contract Year in which the Diminishing Event occurs or as the Parties otherwise agree. The Parties
agree that the remedy agreed upon, if any, may remain in effect beyond the Contract Year in which the
Diminishing Event occurs due to the fact that some Diminishing Events can have an effect that lasts beyond
the Contract Year in which it occurs.

·22·
10. AUDITING OF ACCOUNTS.

10. I. Books and Records. During the Term of this Agreement (including any renewal terms) and for
seven (7) years after the date of expiration of any terms hereof, Contractor shall maintain separate,
accurate and complete business and accounting records reflecting all revenues, income and
expenses associated with Contractor's activities and operations undertaken pursuant to this
Agreement. The University, its representatives, employees and agents shall have the right at its
expense and at reasonable times to inspect and examine all or portions of such business and
accounting records. Contractor, upon request, shall furnish to the University Department of
Athletics on an annual basis within forty-five (45) days of the end of each Contract Year a
statement showing its revenues from and deductible expenses attributable to the rights granted to
Contractor hereunder. The University acknowledges and agrees that such infonnation is
proprietary to Contractor and, if disclosed, could harm Contractor in its business relations with
its competitors. University, therefore, agrees that it will not disclose such infonnation to third
parties except as may be required to satisfy University's legal obligations. Contractor may
exercise any legal rights it may have to intercede, timely object, and to pursue injunctive relief to
keep the information confidential.

10.2. Contractor Assistance, Contractor agrees to cooperate and reasonably assist the University in
the defense of any audit, levy, assessment or challenge relating to or in connection with any
royalties received (including the Guaranteed Royalty Fee and the Campus Rights Fee) by the
University pursuant to this Agreement. This assistance includes, but is not limited to, the
production of documents and making Contractor's personnel available for interviews, depositions
and hearings. If such cooperation and assistance requires a time expenditure by Contractor in
excess of five (5) business days, then the University will reimburse Contractor for its reasonable
out-of-pocket expenses incurred in connection with rendering such cooperation and assistance.

10.3. State Auditor Access. The State Auditor shall have access to persons and records as a result of
all contracts or grants entered into by the University in accordance with General Statute 147-64.7.

11. STATUS OF PARTIES.

11.1. No Agency. Nothing in this Agreement shall be deemed:

11.1. L To constitute either Party, or any employee, agent or representative of either Party,
an employee agent or representative of the other Party; or

11. 1.2. To confer any ex.press or implied right, power or authority to enter into any
agreement or commitment, express or implied, or to incur any obligation or liability
on behalf of the other Party. The Parties agree that Contractor is a professional
organization and that the relation created by this Agreement is an independent
contractor relationship. Contractor will be solely responsible for its acts and for the
acts of its agents, employees and subcontractors, if any, during the performance of
this Agreement.

11.2. Independent Contractor. The Parties acknowledge that because Contractor is an independent
contractor, Contractor has the sole responsibility and control of its activities and operations in the

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exercise of the rights granted to it by this Agreement. Any rights reserved herein to the University
to approve any promotional activity, to approve the type of product or services which will be
associated with the name of the University, to approve of talent appearing in or on any radio or
television broadcast or in any promotional activity, or to approve of any other aspect of
Contractor's activities or operations are solely for the purpose of protecting the name, goodwill
and reputation of the University and are not intended as a right on the part of the University to
direct or control the manner in which Contractor conducts its activities and operations in
exercising the rights granted to it by the University.

12. CONTRACTOR EFFORTS/PRODUCTION COSTS.

12.1. Contractor will use commercially reasonable efforts consistent with past practice to
maximize AGR by the active exercise of all commercially viable rights granted Contractor
under this Agreement.

12.2. Costs and expenses associated with material, equipment, labor and facilities that are
required:

12.2.1. For use solely by the Contractor to produce the Contractor's media productions
under this Agreement, shall be the responsibility of the Contractor;

12.2.2. For shared use by the Contractor and the University to perfonn their respective
media production obligations under this Agreement, shall be shared such that the
Contractor will be responsible for the Contractor Percentage of such costs and the
University will be responsible for the University Percentage of such costs; provided
that the Contractor's obligation under this subsection (b)(ii) shall be limited to an
annual cap equal to $16,310 in the first Contract Year of the Agreement and in each
Contract Year thereafter, 3% greater than the cap for the immediately preceding
Contract Year; and

12.2.3. For use solely by the University to perform its media production obligations under
this Agreement, shall be the responsibility of the University. The University will pay
for the production costs relating to video boards, LED boards and scoreboards, and
shall pay for any maintenance and repair costs necessary to keep such equipment in
working condition.

12.3. Except as otherwise provided herein, Contractor, at its expense, shall be responsible for
securing all rights, clearances, releases and licenses as may be required with respect to the
rights of all persons appearing in any promotions produced or authorized by Contractor and
with respect to the use of copyrighted materials and music used in connection therewith.
The University Department of Athletics reserves the right to approve on-air talent, in
addition to University head coaches, who may appear in any such promotions, which
approval will not be unreasonably withheld.

12.4. Contractor and the University Contract Manager shall meet on an annual basis to mutually
agree on equipment needs and other needs relating to media production material, labor and

-24-
facilities, and to mutually agree on the Parties' respective obligations to pay for such
expenses pursuant to the tenns of Sections 12.1 through 12.3.

13. INDEMNITY /INSURANCE.

13.l. Indemnity.

13.1.1. Contractor shall be responsible for and shall indemnify and hold hannless the
University and its officers, agents and employees from and against any and all loss,
claims, damages, liabilities, judgments, penalties, fines and costs related thereto,
including attorney's fees, of any nature arising out of or resulting directly or
indirectly from the perfonnance of the Agreement by the Contractor, or by the
Contractor's employees, suppliers and agents, including, without limiting the
generality of the foregoing, all loss, claims, damages, liabilities and costs of suit,
including attorney's fees, for personal or bodily injury or death, damages to property
or liens of workmen and materialmen, proximately caused by the performance of
this Agreement by Contractor and not caused by the negligence or willful act or
omission of the University.

13. l .2. Subject to the limitations under North Carolina law, including the North Carolina
Tort Claims act (NCGS § 143-291, et. seq.), the University shall be responsible for
and shall indemnify and hold harmless the Contractor and its officers, members,
agents and employees form and against any and all loss, claims, damages, liabilities,
judgments, penalties, fines and costs related thereto, including attorney's fees if the
State of North Carolina declines to provide Contractor with counsel, of any nature
arising out of or resulting directly or indirectly from the perfonnance of the
Agreement by the University, or by the University's employees and agents,
including, without limiting the generality of the foregoing, all loss, claims, damages,
liabilities and costs of suit, including attorney's fees if the State of North Carolina
declines to provide Contractor with counsel, for personal or bodily injury or death,
damages to property, or liens of workmen and materialmen, proximately caused by
the performance of this Agreement by the University and not caused by the
negligence or willful act or omission of the Contractor.

13. 1.3. Contractor warrants that any exercise of any rights granted to it herein shall contain
no libelous, obscene, or other unlawful matter. Each Party warrants to the other that
any content produced by or on behalf of such Party will not infringe upon the
statutory or common law copyright or any other right of any person or property. The
warranties and agreements in this Section shall survive the termination for any
reason of this Agreement. Each Party agrees to indemnify and hold hannless the
other Party for any claim against or damage suffered by the non-breaching Party as
a consequence of the breaching Party's violation of this Section; provided that
University's indemnification obligation is subject to the limitations under North
Carolina law, including the North Carolina Tort Claims act (NCGS § 143-291, et.
seq.).

-25-
13.2. Insurance. Contractor shall obtain and maintain throughout the Term of the Agreement at
least the following policies of insurance from an insurance company and licensed insurance
agent duly authorized to do business in the State of North Carolina. The minimum coverage
limitations indicated below shall not be interpreted as limiting Contractor's liability and
obligations under this Agreement.

13 .2.1. Commercial General Liability Insurance - Broad Form, written on an occurrence


basis, with defense costs provided in excess of the limit of liability, that will protect
and defend the Contractor and any subcontractors, their employees or agents
performing work covered by this Agreement accordingly. The limits of coverages
shall, at a minimum, be $2,000,000 General Aggregate (other than Products -
Completed Operations), $2,000,000 Products and Completed Operations Aggregate,
$2,000,000 personal and advertising injury per occurrence, $2,000,000 Bodily
Injury and Property Damage per person, per occurrence, $50,000 any one fire and
$5,000 medical expense any one person.

13.2.2. Automobile insurance providing bodily mJury, property damage, uninsured


motorists, and under-insured motorists liability coverages and medical payments
coverage when an automobile or other motor vehicle is used for any purpose directly
related to the Agreement - including transportation of employees, supplies or
materials when provided at the expense or specific instruction of the Contractor, any
subcontractor or the employees or agents of either. Coverages shall extend to any
auto, owned or non-owned, including hired vehicles, operated directly in
conjunction with the tenns of this Agreement. The limits of liability insurance shall,
at a minimum, be $1,000,000 combined single limit bodily injury and property
damage per occurrence with comparable afforded Uninsured Motorists and
Underinsured Motorists coverages and a minimum of $5,000 per person Medical
Payments coverage.

13.2.3. Statutory Workers' Compensation in accordance with the limits and terms required
by the laws of North Carolina, and a minimum of $500,000 Employer's Liability
Insurance covering all of the Contractor's and any subcontractors' employees while
engaged in any work under this Agreement, as may be required by the State of North
Carolina.

13.2.4. Broadcaster's Libel Insurance; Multimedia Coverage• $2,000,000 each occurrence,


$5,000,000 annual aggregate.

13.2.5. Contractor agrees to maintain these insurance coverages in force during the entire
tenn of this Agreement, including all renewal terms. The company or companies
providing the foregoing insurance coverages must have at least an A.M. Best Rating
of A-VII or rating equivalent and must be registered or qualified to do business in
the State of North Carolina and must be registered with the State of North Carolina
Department of Insurance.

13.2.6. Contractor shall provide copies of insurance binders (or certificates in lieu thereof)
with respect to each of the insurance policies to be maintained in compliance with

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the provisions of this Section 13 prior to the Effective Date of the Agreement. Upon
written request, Contractor shall provide University with notices of amendments,
modifications or cancellations of any policy maintained under this Section 13.

13.2.7. Neither the failure of the Contractor to continually maintain the required minimum
insurance coverages nor applicable policy deductibles shall relieve Contractor of the
responsibility or acts of the Contractor, any subcontractors, or the employees or
agents of either. University shall not be deemed or construed to have assessed the
risk that may be applicable to Contractor. Contractor shall assess its own risks and,
if it deems appropriate, maintain higher limits or broader coverages. University shall
be listed as an additional insured.

14. GENERAL TERMS AND CONDITIONS.

14.1. Defaults.

14.1.1. Default or Material Breach. The occurrence of any of the following actions or events
shall constitute an event of default ("Event of Default") under this Agreement:

14.1.1.1. Payment Default. Failure of Contractor to timely pay any fee or other
amount payable under this Agreement when due and continuation of such
failure for a period of fourteen (14) days after written notice of such
failure is received by Contractor; or

14.1.1.2. Breach. Failure or refusal by Contractor or the University to observe or


perform any material covenant, condition or agreement on its part to be
observed or performed under this Agreement for a period of fourteen (14)
days after receipt by the defaulting party of written notice from the other
party specifying with particularity such failure and requesting that it be
remedied; provided that there shall be no default or event of default if
within fourteen ( 14) days after the date or receipt by the defaulting party
of such written notice of default such party institutes steps to effectuate
compliance with this Agreement and proceeds diligently and continuously
to effect compliance until the same is completed, the same to be
completed within a period of not more than sixty (60) days; or

14.1.1.3. Bankruptcy. Commencement of a bankruptcy filing by THSP or Learfield


or commencement of any related action seeking to have THSP or
Learfield adjudicated bankrupt or insolvent, or seeking reorganization,
winding-up, liquidation, dissolution or other relief with respect to the
debts of 11:ISP or Learfield.

14.2. Termination. Upon the occurrence of any Event of Default, or at any time thereafter during
the continuation of such Event of Default, the University, or the non-defaulting party in the
case of an Event of Default under Section 14.1.1.2 above, shall have the right to terminate
this Agreement without penalty and without any right on the part of the defaulting party to
waive the Event of Default by payment of any sum due or by other performance of any

-27-
condition, term, obligation or covenant broken, except as permitted herein. Such right of
termination shall be exercised by providing written notice to the other party stating the
effective date of termination.

14.3. Non-Exclusive Remedy. No right or remedy herein conferred upon or reserved to either
party hereto is intended to be exclusive of any other right or remedy herein or by law
provided, but each shall be cumulative and in addition to every other right or remedy given
herein or now or hereafter existing at law or in equity by statute.

14.4. Injunctions. In addition to any other remedies permitted by law, should either party violate
the terms set forth herein, the non•violating party shall be entitled to seek injunctive relief
against the other to restrain any further violation of these provisions. The non-prevailing
party shall pay, to the extent awarded by a court of competent jurisdiction and permitted by
North Carolina law, all costs and expenses associated therewith, including reasonable
attorney's fees.

14.5. No Breach. The Parties hereto agree that the termination of employment or the resignation
of any University coach for any reason, including without limitation, death, disability,
retirement or termination for cause or without cause, shall not be deemed a breach or an
Event of Default of this Agreement.

14.6. No Liability. Neither Party shall have any liability hereunder for any indirect, consequential
or special damages.

14.7. Force Majeure. In the event that either Party cannot perform its obligations hereunder due
to public emergency or necessity, labor dispute or strike, boycott, fire, power failures, loss
of water service, act of war, civil insurrection, acts of public officials, hurricane or other
catastrophic natural event or act of God, or because of any preemption of broadcasting to
permit the broadcast of programming of overriding public importance, or because of any
other cause beyond its reasonable control, such event shall not be deemed to be a breach of
this Agreement.

14.8. Assignment This Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the Parties hereto; provided, that the Contractor shall not assign,
delete or subcontract any duties under this Agreement, nor sell, convey, assign or otherwise
transfer this Agreement or any interest therein to a third party without the express prior
written consent of the University, such consent not to be unreasonably withheld.
Contractor's limited use ofa third party vendor(s) to assist or enable Contractor to carry out
its obligations W1der this Agreement or to enable Contractor to exercise its rights under this
Agreement shall not constitute an assignment in whole or in part of this Agreement, and
Contractor shall remain obligated and responsible for the perfonnance of any such third
party vendor(s).

14.9. Waiver. The failure at any time of either Contractor or University to demand strict
perfonnance by the other party of any of the tenns, covenants or conditions set forth herein
shall not be construed as a continuing waiver or relinquishment thereof, and either party

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may, at any time, demand strict and complete perfonnance by the other of such tenns,
covenants and conditions.

14.10. Equal Opportunity. Contractor agrees to abide by all applicable provisions relative to
Equal Employment Opportunity for all persons without regard to race, color, religion, creed,
sec, sexual orientation, national origin, age, veteran status or disability. ·

14.11. University Information; Contractor Information. Contractor agrees that any infonnation
it receives during the course of its perfonnance, which concerns the personal, fmancial or
other affairs of the University, its trustees, officers, employees or students will be kept
confidential and in conformance with all state and federal laws relating to privacy.

14.11.1. Confidentiality. Except as otherwise provided herein, any non-public


information, data, documents, studies and reports given to or prepared or
assembled by the Contractor under this Agreement shall be kept as confidential
and not divulged or made available to any individual or organization (other than
Contractor's officers, directors, employees, members, representatives and
advisors) without the prior written approval of the University.

14.11.2. Protection of Contractor's Trade Secrets under NC Public Records Act. Subject
to North Carolina law, including the North Carolina Public Records Act (NCGS
§ 132-1, et. seq.), University agrees that any i.nformation it receives from
Contractor under this Agreement which concerns the personal, financial or other
affairs of Contractor, its members, stockholders, officers, directors, employees
and sponsors including, but not limited to, sales sumrnaries, revenue sharing
reports, settle-up documents and any other documents relating to the reporting
of financial and sales infonnation by Contractor to University which the
University is permitted to hold in confidence under North Carolina law and in
particular under NCGS § 132-2, dealing with "trade secrets" will be kept
confidential and in conformance with all state and federal laws relating to
privacy.

14.11.3. Protection of University's Sensitive and Confidential Information. Contractor


shall safeguard and protect Sensitive and Confidential Information of the
University in accordance with all applicable laws and regulations and consistent
with ISO/IEC 27000 series information security best practices. "Sensitive and
Confidential Information" means any, but not Hmited to, the following:
"Personal Information° under the North Carolina Identity Theft Protection Act
of 2005, confidential "personnel information" under the North Carolina Human
Resources Act, "Protected Health Information" under the Health Insurance
Portability and Accountability Act (HIPAA), student "education records" under
Family Educational Rights and Privacy Act (FERPA), "customer record
information" under Gramm Leach Bliley Act (GLBA), "cardholder data" as
defined by the Payment Card Industry Data Security Standard {PCI-DSS), and
any information protected from disclosure under the North Carolina Public
Records Act. Sensitive and Confidential Information must be restricted by
Contractor to those with a legitimate business need for access to such

-29-
information. For purposes of illustration, Sensitive and Confidential Information
may appear in research data, public safety infonnation, financial donor
information, information concerning select agents, system access passwords,
information security records, and information file encryption keys. If Contractor
becomes aware of a confirmed or suspected exposure of Sensitive and/or
Confidential University Infonnation, Contractor shall notify the University Help
Desk (919-962-HELP) and ask that a "critical Remedy ticket" be created with
the University's Information Security Office. Contractor shall provide a
telephone number at which the reporting party can be reached for more detail.
The Help Desk takes calls 24x7x365. Contractor shall not provide any
information regarding the risk to Sensitive Information or Confidential
Information until contacted via telephone by a University incident handler. Upon
being contacted by the incident handler, Contractor agrees to provide University
with access to any information that is pertinent to the investigation of the
possible compromise of University's sensitive information or mission critical
system, including, but not limited to: log data, metadata and forensic images.

14.11.4. Grant of Limited Right to Use University Data. Subject to the tenns and
conditions of this Agreement, University grants to Contractor a non-exclusive,
non-transferable, limited right to use University data received or accessed by
Contractor in the course of performing services under this Agreement. All right,
title and interest in the data shall remain with the University or end users, as
applicable. Contractor may not access and/or duplicate the data for any reasons
other than in connection with the perfonnance of its obligations and the exercise
of its rights under this Agreement without the prior written consent of
University.

14.11.5. Limitations on Use of University Data. Contractor shall not collect, mine, save,
disclose, or otherwise use any end user personal information or University data
for any purpose other than to provision and support the services expressly
contemplated under this Agreement.

14.11.6. FERPA Acknowledgement. If Contractor has access to student education


records, Contractor acknowledges and agrees that (i) the University has
outsourced to Contractor the performance of institutional services or functions
for which the University would otherwise use its own employees, (ii) Contractor
is considered to be a "school official" with "legitimate educational interests" in
"personaUy identifiable information" from "education records" of University
students, as those tenns have been defined under FERPA (34 CFR 99), (iii)
Contractor is under the direct control of the University with respect to
Contractor's use and maintenance of data in the education records, and (iv)
Contractor will abide by the limitations and requirements imposed by 34 CFR
99.33(a) on school officials. Contractor will use such data only for the purpose
of fulfilling its duties under this Agreement, and will not monitor or share such
data with or disclose it to any third party except as required by law, or authorized
in writing by the University.

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14.11.7. Response to Third-party Requests for University Data. If Contractor is served
with a subpoena related to University data, then, unless prohibited by law,
Contractor will provide prior notice of such subpoena to the University to allow
the University an opportunity to seek injunctive relief before disclosure of the
infonnation.

14.11.8. Response to Third-party Requests for this Agreement. Contractor acknowledges


that this Agreement is a "public record" as that tenn is defined in the North
Carolina Public Records Act (NCGS § 132-1, et. seq.). Should any third party
make a request to University under any federal or state open records or freedom
of infonnation Law (FOIA) or any other similar law, for a copy of this
Agreement, University shall provide Contractor with notice so that Contractor
may take measures permissible by law or court order to protect its financial
records and the financial provisions of this Agreement. Upon the full execution
of this Agreement, Contractor may submit to University a copy of the Agreement
that has been redacted to remove Contractor's confidential/trade secret
information as permitted by law, and the Parties will work in good faith to agree
upon a redacted version of the Agreement that would be provided in response to
a public request for a copy of the Agreement.

14.12. University's Representations and Warranties. University represents and warrants to


Contractor that (a) University has the right to license the rights to Contractor as set forth
herein (collectively, the "Licensed Rights"); (b) University will not, other than as pennitted
by this Agreement, directly or indirectly, license in whole or in part the Contractor's
exclusive Licensed Rights to a Person or make use of the Contractor's exclusive Licensed ,;
"
Rights for itself; (c) except for any existing agreements with the Conference or the NCAA
which are in effect on the Effective Date and other agreements that are set forth on Schedule II
1I
_ to this Agreement, University has not entered into any agreements with any Person i'I
which grants any of the Contractor's exclusive Licensed Rights to any Person; and (d)
University is authorized to timely carry out and/or fulfill any obligation of University to !I
Contractor under this Agreement. Tilroughout the Tenn, except as otherwise provided in I
this Agreement, University shall not directly or indirectly grant any Person any of the lt1:
Licensed Rights granted exclusively to Contractor under this Agreement. Subject to i,1'
University's legal obligations and obligations to the Conference and the NCAA, University
will use its best efforts to assist Contractor in protecting the rights licensed to Contractor in
this Agreement.

14.13. Contractor's Representations and Warranties. Contractor represents and warrants to


University that (a) Contractor has the right to license the Licensed Rights from University
as set forth herein; (b) Contractor is authorized to timely carry out and/or fulfill any
obligation of Contractor to University under this Agreement; (c) the performance of this
Agreement by Contractor does not require the consent of any third party and does not
violate, conflict with, result in a breach of, or constitute a default under any applicable law,
judgment, order, injunction, decree, rule or regulation of any government agency or body;
and that the services to be performed under this Agreement will be of the highest
professional standard and quality.

-3].
14.14. Learfield Unconditional Guarantee. Learfield unconditionally guarantees THSP's
performance, obligations, and requirements under this Agreement; provided, however,
Learfield shall have the right to assert any defenses or claims that may be available to THSP.

14.15. Disclaimer of Other Representations and Warranties. EXCEPT AS OTHERWISE


EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES MAKE NO
REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE.

14.16. Notices. All notices and statements provided for herein shall be in writing and shall be
deemed given if sent by registered or certified mail, postage pre-paid, or by an overnight
delivery service that provides for verification of delivery, addressed to the Parties at their
addresses set forth below or at such other addresses as either Party may from time to time
designate to the other.

If to the University:

Director of Athletics
The University of North Carolina at Chapel Hill
CB#8500, Ernie Williamson Athletic Center
450 Skipper Bowles Drive
Chapel Hill, NC 27599-8500

Vice Chancellor for Finance and Administration


The University of North Carolina at Chapel Hill
CB#l 000, 300 South Building
200 East Cameron Avenue
Chapel Hill, NC 27599-1000

With Copies to:

Senior Associate Athletic Director for Marketing & Promotions


The University of North Carolina at Chapel Hill
CB#8500, Ernie Wiiliamson Athletic Center
450 Skipper Bowles Drive
Chape1 Hill, NC 27599-8500

Vice Chancellor and General Counsel


The University of North Carolina at Chapel Hill
CB#9105, 110 Bynum Hall
222 East Cameron Avenue
Chapel Hill, NC 27599-9105

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With Copy to (for Trademark approvals)

Director of Trademarks and Licensing


The University of North Carolina at Chapel Hill
CB#1500, 15 Lenoir Hall
Chapel Hill, NC 27599-1500

If to Contractor:

General Manager
Tar Heel Sports Marketing, LLC
6350 Quadrangle Drive
Chapel Hill, ND 27517

Greg Brown, President


Learfield Communications, LLC
2400 Dallas Parkway, Suite 500
Plano, TX 75093

With Copy to:

John Raleigh, Chief Legal Officer


Learfield Communications, LLC
2400 Dallas Parkway, Suite 500
Plano, TX 75093

14.17. Counterparts. This Agreement may be executed in two counterparts, each of which shall
be deemed an original, and both of which will constitute one Agreement. Signatures
transmitted and received via facsimile or other electronic transmission (including as an
attachment to an e-mail) of a scanned document (e.g., PDF or similar format) are true and
valid signatures for all purposes and shall bind the Parties to the same extent as an original
signature.

14.18. Non-Solicitation by University. University agrees that during the Tenn of this Agreement,
including any extension of the Term, and for a period of 12 months after its tennination,
irrespective of the reason for its termination, University shall not directly or indirectly, hire
or solicit any employee of Contractor (including any employee of its affiliated companies)
or encourage any such person to terminate its relationship with TBSP or Learfield unless
Learfield licenses University permission to do so. University acknowledges that its breach
of this section shall entitle Contractor to seek injunctive relief.

14.19. Headings. The headings of the sections of this Agreement are used for convenience only
and do not form a substantive part of the Agreement.

14.20. Injunctions. In addition to any other remedies permitted by law, should either Party violate
the terms set forth herein, the violating party shall be entitled to seek injunctive relief against
the other to restrain any further violation of these provisions. Should either Party be

-33-
successful in this endeavor, the other Party shall, if awarded by a court of competent
jurisdiction, pay all costs and expenses associated therewith, including reasonable attorney's
fees.

14.21. Entire Agreement. This Agreement supersedes all prior written and verbal agreements
between the Parties including, without limitation, the July 1, 2008 Multimedia Rights
Agreement and the Addendum thereto ("2008 MMRA") between the University and
Contractor. This Agreement, including, Schedule A, Schedule Band Schedule C and the
various Exhibits hereto, constitutes the entire understanding between Contractor and
University and cannot be altered or modified except by an agreement in writing signed by
duly authorized representatives of both the University and Contractor.

14.22. Effective Date. In the event this Agreement is signed by one or more of the signatories
after the Effective Date, this Agreement shall be retroactively effective as of the Effective
Date.

14.23. Conflicts in Interpretation. In resolving any inconsistencies concerning the scope of the
rights granted to Contractor, Schedule B shall govern.

14.24. Best Efforts. The term "best efforts" as used herein shall mean the efforts that a prudent
person desirous of achieving a result would use in similar circumstances to ensure that such
result is achieved as expeditiously as possible; provided, however, that an obligation to use
"best efforts" under this Agreement does not require the person subject to that obligation to
take actions that would result in a materially adverse change in the benefits to such person
of this Agreement and the contemplated transactions.

14.25. Governing Law. The validity, interpretation and performance of this Agreement shall be
controlled by and construed under the laws of the State of North Carolina. All claims and
actions brought under or arising from this Agreement shall be brought exclusively in the
state or federal courts located in the State of North Carolina.

14.26. Survivability. The tenns, provisions, representations and warranties contained in this
Agl'eement that by their sense and context are intended to survive the performance thereof
by any of the Parties hereunder shall so survive the completion of perfonnance and
termination of this Agreement, including the making of any and all payments hereunder.

14.27. Miscellaneous. Whenever consent or approval is required under this Agreement, unless
otherwise provided herein, the consent or approval shall not be unreasonably withheld,
delayed or conditioned.

14.28. Change of Control.

14.28.1. The University shall not have the right to terminate this Agreement in response
to a Change of Control (as defined below) of THSP or Learfield unless the
Change of Control results in a third party owning a majority of the voting equity
of THSP or Learfield whose primary business is gambling, the promotion of
political or religious organizations, the sale of tobacco products, alcohol,

.34_
sexually explicit products or services, or weapons. In addition, following a
Change of Control of THSP or Learfield, Learfield will ensure that the resources
Learfield makes available to THSP in order to perfonn its services under this
Agreement (e.g., back-office support, national sales support, etc.) will be
materially similar to or better than the resources it dedicated to such services
prior to the Change of Control. If, after the Acclimation Period (as defined
below) University believes Learfield is not complying with the foregoing
obligation, it will provide prompt written notice to Learfield detailing the manner
in which Learfield can reasonably cure such non-compliance. If University
provides such notice of non-compliance and Learfield fails to cure such non-
compliance within ninety (90) days of receiving the University's notice, then
University shall have the right to terminate this Agreement at any time following
the conclusion of the Acclimation Period but before the second anniversary of
the Change of Control by providing Learfield with at least six (6) months' prior
written notice.

14.28.2. For purposes of the Agreement, the "Acclimation Period" shall commence as of
the date of the Change of Control and end one hundred and eighty (180) days
thereafter. "Change of Control" shall mean, with respect to any entity, the
occurrence of any of the following events absent the prior written consent of the
University, which consent shall not be unreasonably withheld: (i) the sale of all
or substantially all of the assets of such entity to a person, corporation or other
entity, other than Learfield or one of its subsidiaries or affiliates, or (ii) purchase
or other acquisition by any person, corporation or other entity, other than
Learfield or one of its subsidiaries or affiliates, of shares or equity for cash,
securities or any other consideration provided that, after consummation of such
purchase, such person, group, corporation or other entity is the "beneficial
owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "1934 Act")), directly or indirectly, of 75% or more of the
outstanding voting equity of the entity, or (iii) the entity combines with another
company (other than Learfield or one of its subsidiaries or affiliates) and is the
surviving corporation but, immediately after the combination, the equity holders
of the entity immediately prior to the combination do not hold, directly or
indirectly, more than 25% of the voting equity of the combined entity.

THE REMAINDER OF THIS PAGE rs INTENTIONALLy BLANK.

SIGNATURE PAGE FOLLOWS.

-35-
IN WITNESS WHEREOF, the University and Contractor by their duly authorized representative have
executed this Agreement on the dates indicated below their respective signatures.

LEARFIELD COMMUNICATIONS, LLC,


A Delaware Limite Liability Company

GREG R
President and Chief Executive Officer

Date:

TAR HEEL SPORTS MARKETING, LLC, d/b/a Tar Heel Sports Properties,
a Missouri Limited Liability Company

By: LEARFIELD C MMUNICATIONS, LLC,


A Delaware L" ited iability Company, its Sole Member

By:

Date:

By:

Date:

By:

Director of Athletics

Date: J:3/'.'Jcj7

-36-
SCHEDULE A
DEFINED TERMS

DEFINITIONS. All capitalized terms used in this Agreement and not otherwise defined will have the
meaning set forth below:

ACC means the Atlantic Coast Conference.

Addendum means a written amendment to this Agreement executed by the Parties.

Additional Benefit Cost means the cost to Contractor of providing Additional Fulfillment Benefits to
Excluded Sponsors.

Additional Fulfillment Benefits means Fulfillment Benefits in addition to those that are referenced in
agreements which exist as of the Effective Date to be provided to Excluded Sponsors as of or
after the Effective Date.

Additional Multimedia Rights means collegiate athletic marketing, sponsorship and promotional rights
that exist as of the Effective Date but are not initially provided to Contractor under this Agreement
or come into existence during the Term of this Agreement; provided, however, rights that
Conference members do not typically (as of the date measured) make available to multi~media
rights providers like Learfield will not be deemed Additional Multimedia Rights. For the avoidance
of doubt, facility naming rights (i.e., naming the entire facility after an individual or company) shall
not be deemed Additional Multimedia Rights hereunder unless otherwise agreed by the Par1ies.
When Additional Multimedia Rights are granted to Contractor during the Term of this Agreement,
the provisions of Section 4.2 of this Agreement will be followed by the Parties. Additional
Multimedia Rights do not include any marketing, sponsorship and promotional rights that may exist
as part of a Retained Agreement; provided, however, upon expiration of a Retained Agreement that
is not renewed, the rights described therein shall revert to Contractor.

Agreement means this Amended and Restated Multimedia Rights Agreement between Contractor and
University, as the same may be amended or modified from time to time.

AGR or Adjusted Gross Revenue means the sum of:

(i) all revenues received or collected by Contractor from performing its


obligations with respect to the Inventory other than Campus Sponsorships;

plus (ii) the Wholesale Value of all in-kind/trade goods and services derived from
Inventory received by the Contractor in excess of $100,000 (in Wholesale Value) in any contract
year;

minus (iii) the Wholesale Value of all in-kind/trade goods and services, including cell
phone goods and services, derived from Inventory received by the University in excess of
$100,000 (in Wholesale Value) in any contract year;

-37-
minus (iv) the dollar amount of agency commissions paid to or retained by advertising
agencies;

minus (v) the dollar amount paid to other universities for sponsorship inventory fees so
long as Contractor received advance consent from the University to make such purchase;

minus (vi) the dollar amount of any Contractor purchase of promotional space or
promotional time in publications or other marketing outlets that are not controlled by the
Contractor (e.g., purchases of promotional space in the General Alumni Association Alumni
Review or in the Daily Tar Heel student newspaper), so long as Contractor received advance
consent from the University to make such purchase; and

minus (vii) to the extent Contractor has included in subsection (i) above amounts
received or collected which are subsequently refunded or paid over to the University, the dollar
amount of any refunds made by Contractor to sponsors and any amounts collected by Contractor
on behalf of University that have been paid over to University.

No other expenses, charges, fees, or any other diminutions are deductible from Adjusted Gross Revenue.

AGR Campus Share Amount means the sum of:

(i) the gross collected revenue from Campus Sponsorships;

plus (ii) the Wholesale Value of all in-kind/trade goods and services derived from
Campus Sponsorships received by the Contractor in excess of $100,000 (in Wholesale Value) in
any contract year;

minus (iii) the Wholesale Value of all in-kind/trade goods and services, including cell
phone goods and services, derived from Campus Sponsorships received by the University in
excess of$100,000 (in Wholesale Value) in any contract year;

minus (iv) the dollar amount of agency commissions paid to or retained by advertising
agencies related to Campus Sponsorships;

minus (vii) to the extent Contractor has included in subsection (i) above amounts
received or collected which are subsequently refunded or paid over to the University, the dollar
amount of any refunds made by Contractor to sponsors and any amounts collected by Contractor
on behalf of University that have been paid over to University.

No other expenses, charges, fees, or any other diminutions are deductible from AGR Campus Share
Amount.

AGR Threshold Amount means 55% of AGR (not AGR Campus Share Amount).

Alternative Program Technology means technology for the delivery of game programs that may come
into existence during the Term of this Agreement.

-38-
Athletic Assumptions means that the Inventory will not be less than the Base Sponsorship Inventory.

Athletic Events means all University intercollegiate athletic games, events, matches and activities.

Athletics Facilities means all of the athletic facilities owned or controlled by the University or made
available to the Department of Athletics for its use by reason of any lease or other written
agreement as of the Effective Date as well as any new or newly acquired facilities in which
Athletic Events occur after the Effective Date.

Base Sponsorship Inventory means the sponsorship and promotional inventory in connection with
Athletic Events which was available to Contractor for sponsorship and promotional sales during
the 2016 - 2017 Contract Year.

Campus Rights Fee means the payment calculated pursuant to Section 6.3 for an applicable Contract Year.

Campus Sponsorship means a sponsorship with a strategic partnership in one of the categories described l
in Exhibit K. I
I
!l
Conference means an NCAA sanctioned conference ofwhlch the University is a member. ~
I,

II
Conference Agreement means an agreement entered into by the Conference on behalf of its members
which includes the University. it11

Content means the Department of Athletics' game clips, highlights, any live audio of Athletic Events as i
well as any other content developed in connection with this Agreement.
I
Contract Year means the period of time measured from July 1 through June 30 during the period of the I
~
Term. I
l
Contractor Threshold Amount means the in-kind Trade Benefits used by Contractor having a fair market
value of$ I 00,000 in each Contract Year.

Corporate Sponsor means those Persons that have purchased certain of the Multimedia Rights sold by
Contractor.

Department of Athletics means the University of North Carolina Chapel Hill Athletics Department.

Digital Media Rights means all University official athletic platforms including websites, mobile web and
mobile applications, social media channels such as Facebook, Twitter, Snapchat, You Tube and
Instagram, e-mail and other digital marketing, in-venue digital screens and platforms and all digital
distribution of Content.

Effective Date means July 1, 2017.

Excluded Categories means a sponsorship which directly promotes the sale of: tobacco products, alcohol
products, fireanns, sexually explicit products or services, gambling (not including state-sponsored

-39-
lotteries), as well as any advertising or signage that is contrary to University's established policies
or regulations or that University reasonably believes would put University in a negative light, or
damage its reputation, name or goodwill. For the avoidance of doubt and clarification, the
sponsorship of a hotel or resort facilities of a Person that offers gambling is not necessarily an
Excluded Category so long as the sponsorship does not promote gambling and is limited solely to
the sponsor's hotel or resort facilities, and the name does not contain gambling-related terms or
phrases. Any potential sponsor in this category must be approved by University prior to the
execution of the sponsorship agreement

Exclusivity Sponsor means a sponsor of Contractor who is granted exclusive sponsorship rights within a
particular sponsorship category.

Expiration Date means June 30, 2029.

Fulfillment Benefits means those benefits, such as tickets or sig11age, which Contractor will provide to
Excluded Sponsors under Retained Agreements. If any Retained Agreements are amended or if
any future agreements are in effect with an Excluded Sponsor that require Contractor to provide
Additional Fulfillment Benefits, then before Contractor is required to provide the Additional
Fulfillment Benefits, Contractor and University will meet to detennine if the Additional
Fulfillment Benefits are available and if they are available, the Additional Benefit Cost, which
when agreed upon, shall be deducted by Contractor from the Guaranteed Royalty Fee or the AGR
Threshold Amount, as the case may be.

Guaranteed Campus Rights Fee means the amounts set forth in Section 6.3 of this Agreement as they
may be adjusted in accordance with this Agreement.

Guaranteed Royalty Fee means the amounts set forth in Section 6.1 of this Agreement as they may be
adjusted in accordance with this Agreement.

Inventory means those rights granted to Contractor under this Agreement, as set forth on Schedule B (as
amended or modified in writing from time to time). Such rights are granted to Contractor on an
exclusive basis solely to the extent expressly stated on Schedule B.

Key Employees means the General Manager of Contractor, and each of Contractor's on-radio telecast, on-
television talent and full"time staff that will perform the obligations of the Contractor under this
Agreement, regardless of whether such individuals serve as employees or independent contractors
of Contractor.

Learfield has the meaning set forth in the preamble to this Agreement.

Multimedia Rights shall mean the exclusive sales and marketing rights set forth in this Agreement as
further described in Schedule B.

NCAA means the National Collegiate Athletic Association, of which University is a member, as well as
any successor organization of which University is a member.

New Technology means fonns or methods of distributing broadcasts, exhibitory signage and/or delivering

-40-
Content that were not being used by Contractor on the Effective Date. For the avoidance of doubt
and clarification, New Technology is intended to replace, improve upon or enhance technology
which currently exists as of the Effective Date but is not intended to grant Contractor any rights not
otherwise provided in this Agreement.

OAS means the Official Athletic Website of the Department of Athletics. The domain name for this site
currently is v.,ww.goheels.com.

Person means an individual, a sole proprietorship, a partnership (general or limited), a corporation, a


limited liability company, an association, a joint stock company, a trust, a foundation, a joint
venture, an unincorporated organization or any other business entity,

Retained Agreements means sponsorship agreements between University and an Excluded Sponsor.

Station means a radio station or any other broadcast media outlet.

Termination Date means June 30, 2029.

Third Party Signage means the signage of an Excluded Sponsor or a sponsor of the ACC Network or any
other Network in and around the interior of an Athletic Facility in existence as of the Effective
Date.

Threshold Amount means the in-kind, trade benefits provided to the Department of Athletics in each
Contract Year having a fair market value of $100,000.

Trade Benefits means products or services used by University or Contractor that are bartered with a
Person in exchange for sponsorship or promotional inventory.

University is defined in the preamble to this Agreement

Wholesale Value means 70% of the fair market value of Trade Benefits.

-41-
SCHEDULED
INVENTORY RIGHTS

Contractor shall have the exclusive right and the obligation to provide the broadcasts, media shows, game
programs, internet services and other opportunities detailed below. ·

I. Football and Men's Basketball Play-by-Play Radio Broadcasts. Contractor will produce and
broadcast on radio all men's basketball and football games and shall have the exclusive right to sell and
secure promotional support for such broadcasts, in accordance with specifications stipulated in Exhibit
a.
2. Women's Basketball and Baseball Play-by-Play Radio Broadcasts. Contractor will produce and
broadcast on radio all women's basketball and all baseball games, and shall have the exclusive right to
sell and secure promotional support for such broadcasts, in accordance with specifications stipulated in
Exhibit B.

3. Head Football Coach, Head Men's Basketball Coach and Head Women's Basketball Coach and
Olympic Sports Television Shows. Contractor shall have the exclusive right to produce and broadcast
television shows featuring the head football coach, head men's basketball coach, and head women's
basketball coach, and sell promotional support for such broadcasts, in accordance with specifications
stipulated in Exhibit C.

4. Football and Men's Basketball Coaches' Radio Shows. Contractor shall have the exclusive right to
produce and broadcast "Call-in" Radio Shows and Daytime Radio Shows featuring the men's
basketball head coach and the football head coach, and sell and secure promotional support for such
broadcasts, in accordance with specifications stipulated in Exhibit D.

5. Women's Basketball and Baseball Coaches' Radio Shows. Contractor shall have the exclusive right
to produce and broadcast radio shows featuring the women's head basketball coach and the baseball
coach, and sell and secure promotional support for such broadcasts, in accordance with specifications
stipulated in Exhibit E.

6. Game Programs. Contractor shall have the exclusive right to publish and distribute football and men's
basketball printed game programs, and sell and secure promotional support for such game programs,
in accordance with specifications stipulated in Exhibit F.

7. Internet Rights. Contractor wiU have the right to produce and maintain one official internet site for
the University Department of Athletics and the exclusive right to sell and secure promotional support
for such internet site, in accordance with specifications stipulated in Exhibit G.

8. Electronic and Digital Venue Signage. Contractor shall have the right to sell and secure promotional
support for electronic and digital sigi1age in the Smith Center, Kenan Stadium, Carmichael Auditorium,
Boshamer Stadium and Fetzer Field, all subject to the guidelines in Exhibit H.

9. Static Signage. Contractor shall have the right to sell and secure promotional support for the following
static signage in the following venues and any replacement home venues:

-42-
9.1. Kenan Stadium (for Football). Three (3) permanent signs adjacent to the West End Zone
Scoreboard above the Kenan Football Center.

9.2. Smith Center (for Men's Basketball). Five (S) 8' x 6' backlit signs adjacent to one (1) of the
four (4) video boards. No sponsor shall be pennitted rights to an 8' x 6' sign if such sponsor is
not also a Smith Center courtside LED board sponsor.

9.3. Anderson Stadium (for Softball}, Outfield wall static signage (4 locations).

10. Media Shows. Contractor shall have the exclusive right to sell and secure promotional rights in
connection with the Media Shows inventory set forth in Exhibit I, in accordance with specifications
stipulated therein.

11. New Media Inventory (Athletics). For the periods designated in Exhibit J, Contractor shall have the
exclusive right to sell and secure promotional athletic rights shown as approved on Exhibit J.

12. New Campus Media Inventory. Contractor shall have the exclusive rights to sell and secure
promotional rights in connection with the Campus Sponsorship inventory set forth in Exhibit K in
accordance with the specifications stipulated therein.

13. Miscellaneous Rights. Contractor shall have the following miscellaneous rights, subject to the
specifications below.

13 .1. Tickets. The Contractor shall have the exclusive right to sell promotional slots for tickets
(including print-at-home tickets) for all football, men's basketball and Olympic Sport games
played in Chapel Hill, to the extent such rights are controlled by the University. The Contractor
shall provide camera-ready art to the University Department of Athletics for use in printing the
tickets by the deadlines set by the University's Department of Athletics Ticketing Office. The
Contractor shall also reimburse the University Department of Athletics for the incremental
printing costs of the Olympic Sport tickets if promotional material is included.

13.2. Drinking Cups, The Contractor shall have the exclusive right to market promotional slots on
any hard plastic drink cups utilized at athletic events held at Kenan Stadium or the Smith Center,
other than events for which a contract may be in effect on the Effective Date. The University
Department of Athletics shall approve the copy design on drink cups, and such approval shall
not be unreasonably withheld. The right to sell promotional slots on cups does not obligate
either Party to provide such cups if a third party does not provide them free of charge to the
University. The concessionaire will provide hard plastic drink cups at the concessionaire's
expense that can contain up to five (5) sponsor logos as designated by Contractor.

13.3. On-Field/On-Court Promotions. Contractor may sell and secure the following on-field/on-court
promotions, consistent with past practice:

(a) up to two (2) on-court promotions at halftime during men's basketball games;
(b) up to two (2) on-field promotions at halftime or during quarter breaks, as determined
by the University Department of Athletics, during football games; and

-43-
(c) Such additional on-court and on-field promotions as may be mutually agreed upon by
the Parties.

13.4. Giveaways. For certain University football and men's basketball home games, Contractor may
sell and secure promotional giveaways, subject to the University Department of Athletics'
advance written approval, which approval shall not be unreasonably withheld. If a promotional
giveaway will involve products marked with University indicia, then the approval of the
University Trademark Manager and payment of any applicable trademark royalties will also be
required. Any promotional giveaways must feature/include a University mark (meeting brand
standards) approved by the Athletic Department.

13.5. Food Product Concessions. Contractor may select, subject to the terms of the University
Department of Athletics' concessions agreement (as amended or replaced from time to time),
up to eight (8) categories of food products (not brands) to be part of the concessions at Kenan
Stadium and the Smith Center, so long as such selections do not adversely affect concessions
economically, and the University may include a provision for this in any contract it may engage
in with an outside food vendor. The University will provide an announcement once during pre-
game and once during halftime that lists the concessions available at the game.

13.6. Product Displays. Contractor may sell and secure promotional support for up to two (2) product
displays (without pricing infonnation) on concourse tables at each home game at the Smith
Center and Kenan Stadium, spacing permitting. One product display may be devoted to the
silent auction of vintage and game~wom memorabilia pertaining to UNC Athletics. Contractor
may sell and secure promotional support for additional product displays (without pricing
information) as may be mutually agreed upon by the Parties. In addition, Contractor may sell
promotional rights for up to three (3) automobile displays on the University's campus on home
football game days at mutually agreeable locations and one (1) automobile displays in the Smith
Center per game, each without pricing information.

13.7. Sidelines Equipment. Contractor shall have the exclusive right to sell sponsorships to sponsors
that are solely University units or affiliates (e.g., UNC Health Care, UNC Kenan-Flagler
Business School, etc.) for the following sidelines equipment, subject to the Department of
Athletics' approval of the identity of the sponsor and the artwork design:

(a) Sponsor logo impressions on sports fogging fans and sports cooling fans on football
sidelines;
(b) Sponsor logo impressions on equipment trunks and medical trunks on football
sidelines; and
(c) Such additional sponsor logo impressions on equipment as may be mutually agreed
upon by the Parties.

13.8. Late Night with Roy. Contractor shall have the right to sell the following promotional rights for
any University "Late Night with Roy" event:

(a) four (4) on-court promotions with simultaneous displays of logos or business name
on videoboard (with the logos of the four ( 4) on-court promotion sponsors to be included in all
print media and promotions placed by the University Department of Athletics for Late Night

-44-
with Roy so long as sponsors are secured by Contractor and logos are provided to the University
Department of Athletics in a timely manner for inclusion on all print materials and promotions);
(b) two (2) product displays on concourse tables, each without pricing infonnation;
(c) two (2) outdoor product displays, each without pricing information; and
(d) one (1) handout or product give away per fan on entry or exit into Smith Center.

By mutual agreement of the Parties, this particular event and the inventory associated therewith
may vary during the course of the Term as a result of a change in circumstances or otherwise.

13.9. Direct Mail Inserts. Contractor shall have the right to sell and secure promotional opportunities
in connection with the following:

(a) up to four (4) one-page promotional inserts to be included in football season ticket
direct mailings, and
(b) up to four (4) one-page promotional inserts to be included in men's basketball season
ticket direct mailings.

14. Campus Rights. To the extent granted by the University, the right to market, promote and sell certain
Campus Sponsorships as described in Exhibit K.

15. Additional Inventory (Sport~specific). Contractor shall have the exclusive right to sell and secure
promotional support in connection with the items listed below, if produced by UNC Athletics. Each of
the following items shall be provided by the University Department of Athletics at its expense. In the
event the University elects to cease production of any of the below items, it will provide a substitute of
roughly equal or greater value to Contactor for sponsorship purposes. After the Effective Date of this
Agreement, Contractor and the University Contract Manager shall' meet annually to assess the number
and type of print products for the ensuing Contract Year, and whether one or more of the products
below should be transitioned to digital. The University will make the final decision on whether to make
any such transition.

15.1. Baseball.

(a) Poster (24" x 18")- up to three (3) sponsor logos


(b) Schedule Card (3-panel, 3.5" x 7.5")- up to one (1) sponsor logo
(c) Trading Cards (team set) - up to one sponsor logo
(d) Magnet (4.0" x 7.5")-up to one (1) sponsor logo
(e) PA Announcements - up to four (4) sponsor announcements per game
(f) Premium Giveaways - up to one (1) giveaway per game
(g) On-Field Promotions - up to two (2) per game
(h) In-Game Promotions (not on field) - up to two (2) per game

15.2. Field Hockex.

(a) Poster (24" x 18") -up to three (3) sponsor logos


(b) PA Announcements - up to four (4) sponsor announcements per game

15.3. Football.

-45-
(a) Poster (24" x 18")- up to three (3) sponsor logos
(b) Schedule Card (I-panel, 3.5'' x 2.5")- up to two (2) sponsor logos
(c) Magnet (4.0" x 7.5")- up to one (l) sponsor logo
(d) Autograph Cards (2 pages, 15', x 14") - up to one (1) sponsor logo
(e) Meet the Heels Title Sponsorship- up to one (1) sponsor
(f) Spring Grune Title Sponsorship- up to one (1) sponsor
(g) Premium Giveaways- up to one (1) giveaway per game

15.4. Men's Basketball.

(a) Poster (24" x 18") - up to three (3) sponsor logos


(b) Schedule Card (2-panel, 3.5" x 5.0")-up to one (1) sponsor logo
(c) Premium Giveaways -up to one (I) giveaway per game

15.5. Men's Lacrosse.

(a) Poster (24" x 18'')- up to three (3) sponsor logos


(b) Schedule Card (2-panel, 3.5'' x 5.0") - up to one (1) sponsor logo
(c) PA Announcements- up to four (4) sponsor announcements per game
(d) On-Field Promotions - up to two (2) per game

15.6. Men's Soccer.

(a) Poster (24" x 18")- up to three (3) sponsor logos


(b) Schedule Card (2-panel, 3.5'' x 5.0") - up to one (1) sponsor logo
(c) Halftime Promotions- up to two (2) per match
(d) PA Announcements - up to four (4) sponsor announcements per match
(e) Display Kiosks/Tables-up to two (2) per match

15.7. Softball.

(a) Poster (24" x 18") - up to three (3) sponsor logos


(b) PA Announcements - up to four (4) sponsor announcements per game

15.8. Volleyball.

(a) Poster (24" x 18") - up to three (3) sponsor logos


(b) PA Announcements - up to four (4) sponsor announcements per match
(c) On-Court Promotions-up to two (2) promotions per match

15.9. Women's Basketball.

(a) Poster (24" x 18") - up to three (3) sponsor logos


(b) Schedule Card-up to one (1) sponsor logo
(c) Magnet (4.0" x 7S') - up to one (1) sponsor logo
(d) Premium Giveaways- up to one (1) per game

-46-
(e) On-Court Promotions/Presentations- up to two (2) per game
(f) PA Announcements-up to four (4) sponsor announcements per game

15.10. Women's Lacrosse.

(a) Poster (24" x 18,') - up to three (3) sponsor logos


(b) Schedule Card (2-panel, 3.5" x 5.0")- up to one (1) sponsor logo
(c) PA Announcements - up to four (4) sponsor announcements per game
(d) On-Field Promotions- up to two (2) per game

15.11. Women's Soccer.

(a) Poster (24" x 18") - up to three (3) sponsor logos


(b) Schedule Card-(3-panel, 3.5" x 7.5")-up to one (1) sponsor logo
(c) Magnet (4.0" x 7.5")-up to one (1) sponsor logo
(d) Halftime Promotions - up to two (2) promotions per match
(e) PA Announcements - up to four (4) sponsor announcements per match
(f) Display Kiosks/Tables - up to two (2) per match

11

j!

II
I!
11

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EXHIBIT A
FOOTBALL AND MEN'S BASKETBALL
PLAY-BY PLAY RADIO BROADCASTS

I. Contractor agrees that each football and men's basketball play-by-play radio broadcast shall be of
first-class technical and production quality and confonn to radio broadcast standards of the radio
industry as such standards are commonly understood for radio broadcast networks in the United
States. Contractor shall utilize state-of-the-art equipment for such radio broadcasts.
l1
:1
2. Contractor shall be responsible for all costs and expenses associated with or incurred in connection 't
11
with such radio broadcasts, including, but without limitation, the cost of all talent, rights fees for
l,1
various broadcasts (up to $600 plus any amount over $600 once the aggregate amount payable by
the University for broadcast rights fees under this Agreement reaches $30,000 for the applicable I
Contract Year), labor, facilities, uplinking equipment, other equipment, satellite charges, telephone
,!
line charges and all other material or equipment necessary or required for each radio broadcast.

3,
I'
I,,I
Contractor shall be responsible for providing all personnel and talent involved in the production
and transmission of the radio broadcasts. Contractor shall pay the salaries and travel and business
expenses of all personnel and talent associated with the radio broadcasts. The University i
1
Department of Athletics will provide complimentary airline travel on all regular-season charters Il
(six (6) seats during football and two (2) seats during men's basketball) and complimentary bus 1
11
i
travel for regular-season football and regular-season men's basketball games). The Contractor shall I'
furnish a play-by-play announcer and at least one ( 1) additional announcer to handle the pre-game, l,:
color, halftime and post-game recapitulation. With respect to airline charters, University will also 1:

provide transportation from the airport to the team's hotel.

4. All regular-season games and, when rules allow, all post-season and tournament games are required
to be broadcast. This includes bowl games and pre-season football games such as the "Kick Off
Classic" if University is a participant and if rules allow. Pre-season basketball games may be
broadcast at the discretion of the Contractor. The Contractor shall use its best efforts to broadcast
games played outside of the United States (which are not regular-season or tournament games for
purposes of this Agreement) and the University shall use its best efforts to facilitate the contractors
broadcast of such games through its arrangements and contacts at game sites to provide language
translation, phone lines, electrical conversions, and on-site technical assistance as needed. Nothing
in these specifications shall be construed to require that the Contractor broadcast such games played
outside of the United States or that the University is obligated to provide such assistance.

5. The State of North Carolina is required to be covered by the radio network. Contractor is also
required to cover the Tidewater, Virginia region for football games and the Contractor will use its
best efforts to cover this region for men's basketball games. Coverage is defined as the ability of
the broadcast signal to be heard throughout the State ofNorth Carolina and, with respect to football,
the Tidewater, Virginia region. This market is considered a minimwn with coverage not limited to
these regions.

6. The Contractor shall make the exclusive detennination of the affiliate stations to be carried on the
network.

-48-
7. All stations on the network shall carry each NCAA sanctioned game on the network's schedule of
broadcasts in its entirety, unless exceptions are approved by the University Department of Athletics.
However, network stations outside North Carolina or the Virginia Tidewater region shall not be
required to carry all games. Unless agreed to otherwise by the University Department of Athletics,
the Contractor shall use its best efforts to ensure that all network stations in North Carolina carry
all games broadcast by the network unless preempted by unscheduled news interruptions,
requirements of the Emergency Broadcast System, regulatory requirements of the Federal
Communications Commission, or as approved by the Contractor in order to allow the station to
broadcast the championship games of its local high school or junior college teams, or, if in a remote
area of the State, to carry conflicting local college or junior college games. In no cases shall the
Contractor approve the preemption of any of its broadcasts for broadcasts of football or basketball
games for professional teams or other Division 1A teams unless approved by the University
Department of Athletics.

8. Except as provided in this Agreement, the Contractor shall have full rights to sell all promotional
rights in and around its broadcast of the football and men's basketball games, and may make
arrangements with third parties who may desire to incorporate commercial messages or
advertisements in such broadcasts.

9. The Contractor shall be permitted to billboard promoters ofradio play-by-play broadcasts provided
that such billboards in no way imply that the event itself is being sponsored by such promotions
partners.

10. The Contractor shall have the exclusive broadcast rights for the programming described in this
Exhibit except that the University may also grant radio broadcast rights to a radio station designated
by the visiting team which University shall be playing or to that party designated by a participating
team as its official broadcaster. No additional outlets shall be pennitted without prior consent of the
Contractor and such approval shall not be unreasonably withheld. The rights fees for any local,
regional or national broadcasts (i.e., Westwood One broadcasts via the ACC) shall be collected by
Contractor and included in AGR.

11. The Contractor shall furnish, without cost to the University, all of the elements required for the
production, presentation, origination, transmission and broadcast of each game and for the
announcements and messages.

12. The Contractor agrees to make a minimwn of six (6) public service announcements ("PSAs")
relating to the University Department of Athletics in each football game broadcast and a minimwn
of four (4) PSAs relating to the University Department of Athletics in each men's basketball game
broadcast. These announcements shall be supplied by the University Department of Athletics for
the purpose of promoting University Department of Athletics events, entities, services or products.
These announcements shall include such things as promotion of tickets to athletic or entertainment
events, attendance at those events, viewership of television programs promoting the University, and
listenershlp of radio shows directly involving the University, its administrators or coaches. These
announcements shall be spaced as evenly as possible during the broadcast with not more than one
(1) announcement being made following the conclusion of the game and no such announcements
to be made pre-game. In addition to these PSAs, the Contractor agrees to provide one (1) 30-second
spot to the University Department of Athletics for the use of the aforementioned elements. Each of

-49-
these will be approved in advance by Contractor. Furthennore, these spots will run during each
football game, and at least forty (40) time over the span of a basketball season. For clarity, none of
the spots described in this Paragraph 12 may include any commercial sponsorship or commercial
underwriting.

13. Contractor agrees to produce 30-second "academic message," with content subject to the approval
of the University 1 s department of University Relations, and agrees to broadcast such messages, on
a space pennitting basis, during each game for which Contractor produces the radio play-by-play.

14. The University Department of Athletics shall secure for Contractor the rights to broadcast all away
games, including any special tournaments and bowl/play-off games. As part of securing these
rights, the University Department of Athletics shall endeavor to obtain such rights at no cost to the
Contractor. However, in the event a rights fee is charged, the Contractor will be responsible for
such fee up to a maximum of $600 plus any amount over $600 once the aggregate amount payable
by the University for broadcast rights fees under this Agreement reaches $30,000 for the applicable
Contract Year.

15. The Contractor shall provide equipment and personnel to create and duplicate broadcast
announcements for the University Department of Athletics at no cost to the University. Recordings
shall be distributed by satellite feed whenever possible and taped dubs shall be provided for the
remainder. This service shall be provided up to three (3) times per Contract Year and shall include
where required up to sixty (60) dubs per time. If duplicates are required, the University Department
of Athletics shall be responsible for distribution of such duplicate tapes. These announcements shall
include such thipgs as promotion of tickets to athletic or entertainment events, attendance at those
events, viewership of television programs promoting the University, and listenership of radio shows
directly involving the University, its administrators or coaches.

16. The University Department of Athletics shall use its best efforts to arrange for the head football and
men's basketball coaches to be available for an interview prior to each game (to be prerecorded at
the mutual convenience of the coaches and the Contractor) and immediately following each game
for a post-game interview by the Contractor.

17. These interviews shall be used in conjwiction with the game broadcast and may not be used in any
other manner except with the express written consent of the University Department of Athletics.

18. The Contractor shall include a halftime segment in all its broadcasts. This shall be a prerecorded or
live segment of approximately one (1) minute in length for the University Department of Athletics'
use. In most cases, it wilt feature the University athletic director or other departmental employee,
discussing topics of general interest to North Carolina fans. However, the University Department
of Athletics can use this segment as it chooses.

19. If approved by the University Department of Athletics, the Contractor may contract with others to
provide long distance access to game broadcasts for a fee. Such approval shall not be unreasonably
withheld.

-50•
20. The Contractor agrees to coordinate with radio network affiliates an inventory bank of ten (1)
promotional spots in-game per week for the use of the University. Contractor will use its best efforts
to assure that these spots will run during each week of football and men's basketball season.

21. University and Contractor may mutually agree to produce the fonnat for a pre-game show from Tar
Heel Town for each home football game.

22. Contractor will use its best efforts to actively pursue sateilite radio technology, and will find
avenues to incorporate the athletic department radio inventory into these broadcasts.

23. Contractor will be required to broadcast all football and men's basketball games over the internet
on the University OAS, currently www.GoHeels.com.

24, Contractor's radio broadcast rights not only include over-the-air terrestrial radio broadcast rights
but also include internet streaming, audio podcasts and satellite radio broadcasts of games.

25. New Technology. The Parties recognize that from time to time, New Technology may arise or be
created that was not contemplated by the Parties and specifically mentioned in this Agreement. In
that event, Contractor and University will discuss the rights to distributing and delivering Content
by or through any form of New Technology that is not otherwise included in an existing Conference
Agreement. If the New Technology is not then included in a Conference Agreement, the Parties
will cooperate to determine whether the University will convey to Contractor rights to the New
Technology and, if so, negotiate in good faith to arrive at a mutually agreeable financial model for
granting Contractor those rights, The University is not required to grant Contractor rights to the
New Technology. If the University elects not to grant Contractor rights to the New Technology,
the University will not grant to any third party the right to attempt to commercialize the New
Technology, and it will not commercialize the New Technology in any way that would interfere
with, impede, or be detrimental to Contractor's Rights under this agreement; otherwise, a
Diminishing Event shall have occurred (if such event directly causes Adjusted Gross Revenue to
be materially adversely impacted) and the process for a Diminishing Event shall be followed.

-51-
EXHIBITB
WOMEN'S BASKETBALL AND BASEBALL
PLAY-BY-PLAY RADIO BROADCAST

1. The Contractor shall have the exclusive right to produce and commercially distribute the radio
broadcast play-by-play of University women's basketball and baseball games including pregame
and post-game shows, except that the University may also grant radio broadcast rights to one radio
station designated by the visiting team which the University shall be playing or to the party
designated by a visiting team as its official broadcaster. No additional outlets will be permitted
without prior consent of the Contractor and such approval will not be unreasonably withheld. These
rights include the exclusive right to broadcast any post-season tournament in which the teams may
be involved, subject to rules applicable to the post-season tournament.

2. The Contractor will broadcast by radio a minimum of twenty-eight (28) women's basketball games
per Contract Year. The Contractor has the exclusive right to determine which games to broadcast
during each women's basketball season and shall make this determination by October 15 of each
Contract Year.

3. The Contractor will broadcast by radio no fewer than twenty-five (25) baseball games per Contract
Year. The Contractor has the exclusive right to determine which games to broadcast during each
baseball season and shall make this determination by January 10 of each Contract Year.

4. The Contractor will compile its broadcast schedule before each season begin. In the event of a
conflict with other programming, such as University men's basketball, the Contractor will contact
the University Department of Athletics to seek a possible change. The University will make its best
effort to accommodate a time change.

5. The Contractor will clear broadcast coverage for the network on a radio station (or stations) that
clear Orange County, North Carolina and will use its best efforts to clear Durham and Wake
Cmmties, North Carolina. The Contractor will make its best efforts to increase the size of the
network over the Term of the Agreement.

6. Except as otherwise provided in this Agreement, the Contractor shall have full rights to sell
promotional rights in and around its broadcast of women's basketball and baseball games, and may
make arrangements with third parties who may desire to incorporate commercial messages or
promotions in such broadcasts.

7. The Contractor shall be responsible for all costs and expenses associated with or incurred in
connection with such radio broadcasts. The Contractor shall furnish, without cost to the University,
all the elements required for the production, presentation, origination, transmission and broadcast
of each game and for the commercial announcement messages. The Contractor will furnish a
designated play-by-play announcer and at least one (1) additional announcer to handle pregame,
color, halftime and post-game recapitulation, both subject to the advance approval of the University
Department of Athletics.

8. The Contractor agrees to make a minimum of four (4) PS As relating to the University Department
of Athletics in each women's basketball and baseball game broadcasts. These announcements shall

-52·
be supplied by the University Department of Athletics for the purpose of promoting University
Department of Athletics events, entities, services or products. These announcements shall include
such things as promotion of tickets to athletic or entertainment events, attendance at those events,
viewership of television programs promoting the University, and listenership of radio shows
directly involving the University, its administrators or coaches. These announcements shall be
spaced as evenly as possible during the broadcast with not more than one (l) announcement being
made following the conclusion of the game and no such announcements to be made pre-game. In
addition to the four (4) PSAs, the Contractor agrees to provide one (1) 30-second spot to the
University Department of Athletics for the use of the aforementioned elements. Each of these will
be approved in advance by Contractor. Furthermore, these spots will run during each women's
basketball and baseball game broadcast. For clarity, none of the spots described in this Paragraph 8
may include any commercial sponsorship or commercial underwriting.

9. Contractor agrees to produce 30-second "academic messages," with content subject to the approval
of the University Department of University Relations, and agrees to broadcast one (1) such
message, on a space permitting basis, during each game for which Contractor produces the radio
play-by-play.

10. The University Department of Athletics will use its best efforts to secure for the Contractor the
rights to broadcast all away games that the Contractor so wishes to broadcast, including any special
tournaments, As part of securing these rights, the University Department of Athletics will use its
best efforts to obtain such rights at no cost to the Contractor. However, in the event a rights fee is
charged, the Contractor will be responsible for such fee, not to exceed $100 plus any amount over
$100 once the aggregate amount payable by the University for broadcast rights fees under this
Agreement reaches $30,000 for the applicable Contract Year.

11. The University Department of Athletics shall use its best efforts to arrange for the head women's
basketball and baseball coaches to be available for interviews prior to each game (to be prerecorded
at the mutual convenience of the coaches and the Contractor) and immediately following each game
for a post-game interview by the Contractor. These interviews will be used in conjunction with the
game broadcast and may not be used in any other manner except with the express written consent
of the University Department of Athletics.

12. The Contractor will arrange and pay the cost of all necessary phone lines and long distance
telephone charges related to the broadcast rights set forth in this Agreement.

13. Contractor will use its best efforts to actively pursue satellite radio technology for distribution of
these broadcasts, and will find avenues to incorporate the athletic department radio inventory into
these broadcasts.

14. Contractor will broadcast over the internet on the University OAS, currently www.GoHeels.com
each women's basketball and baseball game that Contractor broadcasts over the radio.

15. Contractor's radio broadcast rights not only include over-the~air terrestrial radio broadcast rights
but also include internet streaming, audio podcasts and satellite radio broadcasts of games.

-53-
16. New Technology. The Parties recognize that from time to time, New Technology may arise or be
created that was not contemplated by the Parties and specifically mentioned in this Agreement. In
that event, Contractor and University will discuss the rights to distributing and delivering Content
by or through any fonn of New Technology that is not otherwise included in an existing Conference
Agreement. If the New Technology is not then included in a Conference Agreement, the Parties
will cooperate to detennine whether the University will convey to Contractor rights to the New
Technology and, if so, negotiate in good faith to arrive at a mutually agreeable financial model for
granting Contractor those rights. The University is not required to grant Contractor rights to the
New Technology. If the University elects not to grant Contractor rights to the New Technology,
the University will not grant to any third party the right to attempt to commercialize the New
Technology, and it will not commercialize the New Technology in any way that would interfere
with, impede, or be detrimental to Contractor's Rights under this agreement; otherwise, a
Diminishing Event shall have occurred (if the event directly causes Adjusted Gross Revenue to be
materially adversely impacted) and the process for a Diminishing Event shall be followed .

•54.
EXHIBITC
HEAD FOOTBALL COACH, HEAD MEN'S BASKETBALL COACH
AND HEAD WOMEN'S BASKETBALL COACH
TELEVISION SHOWS

1. Contractor shall have the right to sell and secure promotional rights with respect to separate weekly
football head coach, men's basketball head coach and women's basketball head coach television
programs during each sport's respective season. Each show shall be of first-class technical and
production quality and confonn to broadcast quality standards of the television industry as such
standards are commonly understood for network telecasts in the United States. The head coaches
of football, men's basketball and women's basketball shall be offered the opportunity to enter into
a contract with Contractor to appear personally and participate in all of the television shows relating
to that coach's sport. The Contractor shall offer the football, men's basketball and women's
basketball coaches, respectively the opportunity to enter into separate contracts with Contractor for
such shows.

2. Contractor agrees to comply with all applicable broadcast and student-athlete eligibility rules and
regulations of the ACC and NCAA. The University reserves the right to amend or cancel this
Exhibit in the event changes in ACC or NCAA regulations or rules necessitate such action in order
to assure continued compliance by the University with such ACC or NCAA rules and regulations.
The loss of the rights to televise coaches' shows shall constitute a Diminishing Event (if the event
directly causes Adjusted Gross Revenue to be materially adversely impacted) with the process for
a Diminishing Event to then be followed unless the ACC or NCAA rule or regulation applies to all
ACC schools and neither the ACC nor the NCAA makes use of such right.

3. All subcontractor arrangements and publicity shall identify Contractor (by name) as a third party
(i.e., 0 presented by") or other terminology to disassociate the University from primary
responsibility to other parties as to the arrangements, content, or financial obligation for the
broadcasting activities.

4. Within thirty (30) days after the end of the applicable football, men's basketball, and women's
basketball seasons, Contractor, at no cost to the University, shall furnish and deliver to the
University Department of Athletics a complete recording of each television program.

5. Costs and expenses associated with all material, equipment, labor and facilities, including, without
limitation, broadcast studio facilities, satellite charges, production elements, telephone lines,
uplinking equipment, circuits and call~in devices necessary for the production and broadcast of each
television program will be allocated between the Parties in accordance with Section 11.2 of this
Agreement. Contractor, at its expense, shall secure all rights, clearances, releases and licenses in all
copyrighted materials and music used in connection with the shows and in respect to the rights of
persons appearing on the show. Contractor agrees that the television shows shall be produced in
Chapel Hill, North Carolina, unless produced in the city of an away game or otherwise agreed to
by the Parties hereto and the coach. The University Department of Athletics agrees to provide to
Contractor, upon request, nonfinancial assistance in securing clearances for the distribution of the
television shows provided that any such request for assistance is deemed reasonable and appropriate
by the University Department of Athletics .

•55.
6. Contractor, at its expense, shall be responsible for providing all talent involved in the broadcast of
the television programs. Contractor shall pay the salaries and travel and business expenses of all
talent associated with the television programs. The University, at its expense, shall be responsible
for the production, assembly and editing of the television programs.

7. The minimum number of television shows per season for the football, men's basketball and
women's basketball head coaches will be as follows: football - fourteen (14) shows; men's
basketball - twenty (20) shows; women's basketball - a minimum of ten (10) shows, for a total
minimum of forty-four (44) shows. The shows will fun during consecutive weeks. The last football
show, other than an ACC championship or bowl/play-off show, will be aired on the Sunday
following the final regular season football game. The last basketball show will be aired on the
Sunday following the NCAA Basketball Championship game. The first football show will be
scheduled after the above two dates are determined. One of the fourteen (14) football shows shall
be devoted to an upcoming University ACC championship or bowl/play-off game or a recap of the
football season. In each Contract Year, by a mutually agreed upon date, Contractor shall furnish to
the University Department of Athletics for approval, which approval shall not be unreasonably
withheld, a production schedule and program format for the television shows and a broadcast
schedule for the shows.

8. Each show will be thirty (30) minutes in duration and will be recorded. Each show will feature
game highlights if a game has been played during the previous seven (7) days. Each Sunday's game
highlights will include the game played the Saturday immediately prior to the Sunday the show is
aired unless extraordinary time/travel conditions preclude tWs from occurring. Under such
conditions, Contractor must obtain the approval of the University Department of Athletics to delay
those highlights until the following Sunday, and such approval will not be unreasonably withheld.
In addition to game highlights, the shows will contain features and other material relevant to the
respective sports program of University. In all cases, the format and content of the television
programs will be mutually agreed upon by Contractor and the University Department of Athletics
and the participation requirements of each coach will be mutually agreed upon by Contractor and
the respective coach. The University reserves the right to make final decisions concerning quality
and on-air talent

9. Contractor will be responsible for the distribution of the shows and will be responsible for clearing
the head football coach and head men's basketball coach shows to air in a minimum ofthe following
markets: (1) Raleigh-Durham; (2) Greensboro, Winston-Salem, Highpoint; (3) Wilmington; (4)
Charlotte; (5) Greenville, New Bern, Washington; and (6) Asheville, NC. In addition, Contractor
will use its best efforts to clear the head football and head men's basketball coach shows in the
Tidewater region of Virginia. Contractor will be responsible for clearing the head women's
basketball coach shows to air in the Raleigh-Durham/Chapel Hill area.

10. Clearance will also be aggressively pursued by Contractor on cable television systems as well as
cable sports networks throughout the country which do not charge a fee for carrying a show of this
type. When this type of "secondary" coverage is pursued, barter arrangements may be made by
Contractor after consultation with the University Department of Athletics. The wishes of
promotions partners who do not desire their commercials to be aired in states other than North
Carolina will be respected by Contractor.

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11. Except as otherwise provided in this Agreement, the Contractor shall have full rights to sell
promotional rights in connection with the telecasts and may make arrangements with third parties
who may desire to incorporate commercial messages or promotions in such telecasts.

12. The Contractor shall, upon request, from the University Department of Athletics, include in each
telecast a reference to the availability of tickets for an upcoming football, men's basketball,
women's basketball or other Olympic Sports game. These announcements, if requested, shall be
very brief and utilized within an appropriate context of the show at the discretion of the host so as
not to interfere with the aesthetics of the telecast In addition to these announcements, the Contractor
agrees to provide a 30-second spot (or, if no 30-second spots are available, a PSA) during each
telecast to the University Department of Athletics for the use of the aforementioned elements. Each
30-second spot will be approved in advance by Contractor.

•57.
EXHIBITD
FOOTBALL AND MEN'S BASKETBALL COACHES' RADIO SHOWS

1. The Contractor shall offer the University football and men's basketball coaches the opportunity to
enter into contracts with Contractor to obtain their rights to produce and to commercially distribute
football and men's basketball coaches' radio shows and shall produce and commercially distribute
such shows. These rights are separate from the coaches' pregarne and post-game radio shows that
are part of the radio play-by-play rights.

2. The Contractor must produce and distribute shows in accordance with the terms specified herein
and shall not be excused from doing so merely by paying a rights fee.

3. The Contractor shall pay all costs associated with the shows.

4. The Contractor shall furnish a host for the shows at the Contractor's expense.

5. There shall be two (2) separate and distinct coaches' radio shows. The first shall be referred to as
the "Live Call-In-Show". The second shall be referred to as the "Daytime Recorded Show.

6. Live Call-in Shows.

6.1. There shall be thirteen (13) football coach's shows and nineteen (19) men's basketball
coach's shows for a total of thirty-two (32) shows. The thirty-two (32) shows shall run
during consecutive weeks.

6.2. Each show shall be sixty (60) minutes in duration and shall be "live" except when
extraordinary circumstances require the show to be recorded. Under such circumstances,
the show may be recorded with the approval of the University Department of Athletics
which approval shall not be unreasonably withheld.

6.3. Each show shall feature the head football or head men's basketball coach answering callers'
questions. Assistant coaches may perform these services if the applicable head coach is
unable or unwilling to perfonn the services.

6.4. The host shall encourage a fonnat which allows him/her to terminate each call after
questions are asked. The purpose of this format is to discourage "regular" callers from tying
up the lines by engaging in lengthy personal discussions with the coach.

6.5. In addition, the show may contain features and other material relevant to the football or
men's basketball programs of the University.

6.6. In all cases and except as otherwise provided herein, the format and content of the radio
program shall be mutually agreed upon by the Contractor and the University Department of
Athletics and the participation requirements of the coaches shall be mutually agreed upon
by the Contractor and the respective coaches.

-58-
6.7. The University Department of Athletics reserves the right to make final decisions
concerning the location used for the broadcast as well as the quality of the shows and the
talent used.

6.8. The show(s) shall be cleared to air on radio stations in North Carolina. Every effort is to be
made to clear the shows in a manner enabling any resident of the State of North Carolina to
obtain a clear signal.

6.9. The show(s) shall be cleared for broadcast on a weekday evening which shall remain
consistent during the year except when a University football or men's basketball game
conflicts with the standard time. When this occurs, the show shall be moved to another
evening during the week.

6.10. Air time may be bartered or purchased outright.

6.11. Except as otherwise provided in this Agreement, the Contractor shall have full rights to sell
promotional rights for the broadcasts, and may make arrangements with third parties who
may desire to incorporate commercial messages or promotions in such broadcasts.

7. The Contractor shall have the exclusive right to produce the programming described herein except
as otherwise noted.

8. The Contractor shall, upon request from the University Department of Athletics, include in the
coaches' shows a reference to the availability of tickets for an upcoming football or men's
basketball game. These announcements, if requested, shall be very brief and utilized within an
appropriate context of the show at the discretion of the host so as not to interfere with the aesthetics
of the broadcast.

9. Satellite Radio. Contractor will use its best efforts to actively pursue satellite radio technology for
distribution of these shows, and will find avenues to incorporate the University Department of
Athletics radio inventory into these broadcasts .

•59.
EXHIBITE
WOMEN'S BASKETBALL AND BASEBALL COACHES' RADIO SHOWS

1. The Contractor shall offer the University's head women's basketball and baseball coaches the
opportunity to enter into contracts with Contractor to obtain their rights to produce and
commercially distribute women's basketball and baseball coaches' radio show, and shall produce
and commercially distribute such shows. These rights are separate from the coaches' pregame and
post-game radio shows that are part of the play-by-play rights. The Contractor shall pay all costs
associated with the shows, including furnishing a host for the shows at Contractor's expense.

2. There will be aminimwnoften (10) women's basketball coach's shows and a minimum often (10)
baseball coach's shows. The women's basketball coach's show will air weekly beginning
December 1 and will continue through one week following the season's conclusion. The baseball
coach's show will air weekly beginning February 15 and will continue through one week following
the season's conclusion.

3. Each show will be thirty (30) minutes in duration and wHl be "live" except when extraordinary
circumstances require the show to be recorded. Under such circumstances, the show may be
recorded with the approval of the University Department of Athletics, which approval shall not be
unreasonably withheld. Each show will feature the head women's basketball or head baseball coach
discussing the past week's games and the upcoming opponents. The University Department of
Athletics reserves the right to approve final decisions concerning the location used for the broadcast
as well as the quality of the shows and the on-air talent used.

4. The Contractor will use its best efforts to clear broadcast coverage on a radio station (or stations)
that clear Orange, Durham and Wake counties ofNorth Carolina. The Contractor shall use its best
efforts to increase the coverage of the coaches' radio shows over the course of the Agreement.

5. The Contractor will obtain clearance for the shows to be broadcast on a weekday evening which
will remain consistent during the year except when a University basketball or baseball game
conflicts with the standard time. When this occurs, the show will be moved by the Contractor to
another evening during the week.

6. Air time for the shows may be bartered or purchased outright by the Contractor. Except as
otherwise provided in this Agreement, the Contractor shall have full rights to sell promotional rights
for the broadcasts, and may make arrangements with third parties who may desire to incorporate
commercial messages or promotions in such broadcasts.

7. The format and content of the program will be mutually agreed upon by the Contractor and the
University Department of Athletics and the participation requirements of the coaches will be
mutually agreed upon by the Contractor and the respective coaches.

8. The format and content of the program will be mutually agreed upon by the Contractor and the
University Department of Athletics and the participation requirements of the coaches will be
mutually agreed upon by the Contractor and the respective coaches.

-60-
EXHIBITF
GAME PROGRAMS

1. The Contractor agrees to design, layout and print game programs for football and men's basketball.
The programs shall be comparable to those previously produced for the University. The Contractor
shall select a printer and charge a fee to the public to purchase the program(s) at a rate that will be
agreed to by the University Department of Athletics.

2. Except as otherwise provided in this Agreement, the Contractor shall have full rights to sell all
promotional rights in the game programs, and may make arrangements with third parties who may
desire to incorporate commercial or other promotional messages in such programs.

3. Editorial content for the game programs will be provided by the University Department of Athletics.

4. The Contractor shall produce a game program for each home football game and shall produce five
(5) to seven (7) programs during the men's basketball season on a schedule agreed to by the
University Department of Athletics. The football game program covers will be printed three (3)
covers per time, twice each season.

5. The football and men's basketball game program must include at least sixty-four (64) pages of
editorial copy plus a full color cover. Eight (8) of those sixty-four (64) pages will include
complimentary space for University messages and promotions.

6. The trim size of the programs shall be 8.5" x 11''. The programs must have paper stock of at least
60# gloss text and 60# gloss cover plus coating.

7. The University may change up to fifteen (15) pages plus the cover for each edition of the football
program and up to twelve (12) pages plus the cover for each edition of the men's basketball
program.

8. Contractor shall not be required to print a minimum number of football programs per home game,
but prior to the beginning of the football season in each Contract Year, the General Manager of
THSP shall meet with the Department of Athletics to discuss game programs, roster cards and other
in-game information medium and thereafter determine the best ways to provide University fans
with information and manage sponsorship revenue.

9. Contractor shall not be required to print a minimum number of men's basketball programs per home
game; provided, however, it will provide University, free of charge, with 25% of the game day
programs or other game day materials that are printed; provided, further, at the beginning of the
men's basketball season, the General Manager ofTHSP shall meet with the Department of Athletics
to discuss game programs, roster cards and other in-game information mediums and thereafter
determine the best ways to provide University fans with information and manage sponsorship
revenue.

10. If Alternative Program Technology comes into existence during the Tenn of this Agreement, the
right to sell sponsorships and derive any other related sources of income from the Alternative
Program Technology shall belong exclusively to Contractor throughout the Tenn except as

-61-
otherwise provided in this Agreement. Contractor, after consultation with and subject to approval
of University, may eliminate or phase out the use of printed game programs with the Alternative
Program Technology. Contractor shall be responsible for the costs associated with Alternative
Program Technology

-62-
EXIITBITG
INTERNET RIGHTS; DIGITAL MEDIA RIGHTS

1. Internet rights shall be defined as the rights and responsibility to host and maintain the University
OAS. The rights and responsibilities relative to OAS are specified in this Exhibit G. Digital Media
Rights shall mean all University official athletic platforms including the OAS, mobile web and
mobile applications, social media channels such as Facebook, Twitter, Snap Chat, You Tube,
Instagram and other digital marketing, in-venue digital screens and platforms and all digital
distribution of University Department of Athletics Content. The rights relative to Digital Media
Rights are specified in this Exhibit G.

2. Responsibilities and Rights of Contractor.

2.1. Contractor will produce, or cause to be produced, one OAS. Contractor shall have the right
to contract with SIDEARM Sports, LLC ("SIDEARM") to host the OAS for a period of
time which is concurrent with the Term of this Agreement; provided, however, if at the end
of the fourth Contract Year of the SIDEARM agreement, University determines in good
faith that SIDEARM's products offerings and services in connection with the OAS are not
materially comparable to the product offerings and services provided by other web hosting
companies at universities with athletic programs comparable to that of the University, then
University shall give SIDEARM and Contractor notice of such differences whereupon
SIDEARM shall have ninety (90) days to correct those differences, failing which University
may give Contractor notice to terminate the SIDEARM agreement ("University Notice").
The SIDEARM agreement shall tenninate thirty (30) days after the University Notice.
2.2. The Content for the OAS site will be provided by the Athletics Communications Office and
the Media Department of the University Department of Athletics. It will be the
responsibility of the Contractor to update this site daily, as defined below, with all such new
Content.
2.3. Except as otherwise provided in this Agreement, the Contractor shall have full rights to sell
promotional rights for the OAS and may make arrangements with third parties who may
desire to incorporate commercial messages or promotions on the OAS. The University
Contract Manager will approve the quantity and content of all advertising to be placed on
the OAS.
2.4. Conti:actor shall have the right to monetize all Content on the OAS with the revenue
collected therefrom included in the calculation of AGR.
2.5. University and Contractor will negotiate together with an online merchandise provider (i.e.
Fanatics) and mutually agree to all revenue sharing stipulations in that agreement beginning
with the 2017-2018 contract year.
2.6, Subject to any agreement with the ACC existing on the Effective Date but not thereafter,
Contractor shall have the exclusive right to use, explore, monetize and retain the revenue
from sponsorship and promotional rights associated with Digital Media Rights with all
revenue derived therefrom included in the calculation of AGR.
2. 7, If at any point prior to or during the Term of this Agreement, Contractor has acquired or
acquires rights to a URL, domain name, or other mark relating to University, Contractor
will work with the University Department of Athletics to assure coordination and will not
maintain any website or domain in competition with what is designated by University to be
the OAS referred to in this Exhibit G. At the expiration of this Agreement, Contractor will

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transfer all its right, title and interest in such website or domain or similar identifier or mark
to University without change.
2.8. The University Department of Athletics reserves the right to approve the quality of the
Content of the OAS described in this Exhibit, including any University-related website or
domain name owned by Contractor, as well as any talent and anyone providing copy for
such website(s).
2.9. To the extent that Lear.field, SIDEARM, or its contractors accept credit card payments for
purchases of goods or services bearing the University's name or logo, Learfield, SIDEARM,
or its contractors shall be responsible for complying with the Payment Card Industry Data
Security Standard (PCI-DSS) and the Payment Application Data Security Standard (PA-
DSS) in its acceptance and processing of all credit card transactions. In addition, Learfield,
SIDEARM and its contractors shall use information security best practices for transmitting
and storing potentially sensitive information on the website in compliance with applicable
privacy and data security laws and regulations.

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EXHIBITH
ELECTRONIC AND DIGITAL VENUE SIGNAGE

I. The Contractor will be allowed to sell sponsorship rights for video features on the videoboards and
LED boards in Kenan Stadium, Smith Center, Carmichael Auditorium, Boshamer Stadium and
Henry Stadium, subject to the restrictions below.

2. All features appearing on electronic and digital venue signage must be University related and the
content should involve only University topics. These features will be fan enhancement features and
shall be designed and approved in conjunction with the University Department of Athletics and
Contractor. Contractor shall submit all proposed features to the University Contract Manager by:
(i) August 1 for features to appear during the fall sports season, (ii) October I for features to appear
during the winter sports season, and (iii) January I for features to appear during the spring sports
season. These in-game features will not necessarily run during timeouts, but at convenient times
throughout the game. Except as otherwise expressly pennitted in this Exhibit, LED Board features
will include a sponsor logo on no more than 20% of the graphic and will be incorporated with a fan
enhancement message.

3. Only the company name will be mentioned during the audio portion of each feature, and only the
company name or logo will be visible on the video screen. No slogans or advertising pitches will
be allowed.

4. For football games at Kenan Stadium, the Contractor will be allowed the following:

4.1. Twenty (20) videoboard features.

4.2. Eighteen (18) LED board features on the fascia LED boards between the Upper and Lower
Levels.

4.3. Sixteen (16) East End Zone Wing LED board features on the East End Zone Scoreboard
above the Loudermilk Center for Excellence ("The Blue Zone'').

4.4. Beginning with the 2018 - 2019 Contract Year and for the remainder of the Tenn, digital
LED signage above the tunnels and End Zone Club.

5. For men's basketball games at the Smith Center, the Contractor will be allowed _the following:

5.1. Twenty (20) videoboard features.

5.2. Eighteen (18) LED board features on the fascia LED boards between the Upper and Lower
Levels.

5.3. Ten (10) courtside LED board sponsors, which may occupy a maximum of 90% of the inw
game Courtside LED board time. Only a sponsor's name or logo can be displayed (no other
message) on the Courtside LED board.

5.4. Five (5) Home Team Tunnel LED board sponsors.

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5.5. Fifteen (15) Basket Stanchion LED board sponsors.

5.6. Subject to evaluation and potential approval by the University, beginning with the 2019 ~
2020 Contract Year and for the remainder of the Tenn, digital LED signage in four (4)
parking lots. Such approval has not been granted as of the Effective Date and may not be
granted during the Tenn.

6. For women's basketball, volleyball, gymnastics and wrestling contests at Carmichael Auditorium,
the Contractor will be allowed the following:

6.1. Up to two (2) sponsored features on LED Board Electronic Signage

7. For baseball games at Boshamer Stadium, the Contractor will be allowed the following:

7.1. Up to two (2) sponsored features on Videoboard Electronic Signage

7.2. Up to two (2) sponsored exposures on the backstop.

8. For field hockey games at the University's home stadium, the Contractor will be allowed the
following:

8.1. Up to two (2) sponsored features on Videoboard Electronic Signage

9. No commercial messages will be allowed on electronic signage.

10. The Contractor will, in conjunction with the University Department of Athletics, produce these
sponsored features.

11. The Contractor will have the right to sell sponsorships right on the videoboards and LED boards,
subject to recognition of the rights already granted to Wells Fargo and subject to the University's
right to implement sponsorships to fulfill obligations to local newspapers. Apart from sponsorships
expressly permitted by this Exhibit, it is understood that the University will have sole authority on
content and production pertaining to the videoboards and the LED boards.

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EXHIBIT I
MEDIA SHOWS

1. The Contractor shall have the exclusive right to sell and secure promotional rights in connection
with the following media inventory (the "Media Shows"):

(a) Inside the Huddle with [Head Football Coach]


(b) Inside Carolina Basketball with (Men's Basketball Head Coach]
(c) Inside Carolina Basketball with [Women's Basketball Head Coach]
(d) Signing Day Live; and
(e) Tar Heel Tip Off

2. The University shall be responsible for the production, assembly and creation of the Media Shows.

3. The football, men's basketball and women's basketball coaches, respectively, shall be offered the
opportunity to enter into separate contracts with Contractor for such Media Shows.

4. The University reserves the right to amend or cancel this Exhibit in the event changes in ACC or
NCAA regulations or rules necessitate such action in order to assure continued compliance by the
University with such ACC or NCAA rules and regulations. If the University amends or cancels this
Exhibit, a Diminishing Event shall have occurred (if the event directly causes Adjusted Gross
Revenue to be materially adversely impacted) and the process for a Diminishing Event shall be
followed.

5. Contractor shall allow the University to access and use, free of charge, all of Contractor's material,
equipment and facilities, including, without limitation, broadcast studio facilities, production
elements, telephone lines, uplinking equipment, circuits and call-in devices possessed by Contractor
for the media productions produced by the Contractor under this Agreement.

6. Clearance will also be aggressively pursued by Contractor on cable television systems as well as
cable sports networks throughout the country which do not charge a fee for carrying a show of this
type. When this type of "secondary" coverage is pursued, barter arrangements may be made by
Contractor after consultation with the University Department of Athletics. The wishes of
promotions partners who do not desire their commercials to be aired in states other than North
Carolina will be respected by Contractor.

7. Except as otherwise provided in this Agreement, the Contractor shall have full rights to sell
promotional rights in connection with the telecasts, and may make arrangements with third parties
who may desire to incorporate commercial messages or promotions in such telecasts.

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EXHIBITJ
NEW MULTI-MEDIA ASSETS

The Contractor shall have the exclusive right to the following new multi-media assets during the periods
designated in this Exhibit, all of which have been approved by University:

New Asset Approval Status University to use Implementation


Cap Ex Dollars Timeline
for Asset
Boshamer Stadium - Backstop Approved No 2018 Baseball Season
simiage
Kenan Stadium - Blue Zone Approved TBD 2018 Football Season
Concourse Club naming
Kenan Staclium - LED Signage Approved Yes 2017 or 2018 Football
above Twmels Season
Kenan Stadium - Suite Naming Approved TBD 2018 Football Season
Rights
Kenan Stadium - End Zone Club Aooroved No 2017 Football Season
Digital Media Backdrop Aooroved TBD August 2017
Smith Center - Club 110 Approved No 2017-18 Basketball
Season
Smith Center - Courtside Club Approved No 2017-18 Basketball
NaminJ:1; Season
Smith Center - Digital Signage Approved TBD 2017-18 or 2018-19
on Concourse Basketball Season
Smith Center - Non-TV visible Approved Yes 2017-18 Basketball
digital courtside siimage Season
Smith Center - static scoreboard Approved No 2017-18 Basketball
sismage (2 si1ms to sell) Season
Smith Center - Entrance Approved No 2018-19 Basketball
Entitlements Season
Smith Center - Basket Stanchion Approved No 201 7-18 Basketball
Static Signage (side) Season
Smith Center - TV Visible Approved (within No 2017-18 Basketball
Courtside Siima.i:i;e End Caps existing footprint) Season
Smith Center - Shot clock Approved No 201 7-18 Basketball
sifillage Season

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In addition to the foregoing, Contractor has proposed the following assets, which University is still
reviewing for approval:

New Asset Approval Status University to use Implementation


Cap Ex Dollars Timeline
for Asset
Parking lot entitlements Under review No 2017 Football Season
Smith Center - Additional club Under review No 2017-18 Basketball
level tickets Season

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EXHIBITK
NEW CAMPUS MEDIA INVENTORY

I. From the following list of sponsorship categories, University and Contractor intend to mutually
agree by December 1, 2017 on a category within which Contractor shall have the right to obtain a
strategic corporate partner in connection with a University campus-wide partnership:

• Banking/Financial Services
• Office Supplies
• Computer Hardware
• Insurance
• Pouring Rights
• Shipping
• Air Travel
• Wireless
• Solar/Other Energy
• Janitorial/Facilities Management
• Software
• Moving and Storage
• Groceries
• Hotel Lodging

2. On September 1, 2018 and on September pt of 2019, 2020, 2021 and 2022, from the above list of
categories (as modified from time to time in accordance with Paragraph 4 below), the Parties intend
to identify and assign to Contractor a Category for which Contractor shall have the right to obtain
a strategic corporate partner for a University campus-wide partnership.

3. For clarity, the Parties agree that the list of sponsorship categories in Paragraph 1 is not meant to
be the exclusive list. The Parties will therefore discuss other sponsorship categories to be added to
that list.

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