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OFFICIAL OUTFITTER AGREEMENT THIS OFFICIAL OUTFITTER AGREEMENT ("Agreement") is dated July 1, 2016 (“Effective Date”) by and between Under Armour, Inc., a Maryland corporation ("Under Armour"), and Aubum University, a corporate body politic and an instrumentality of the State of Alabama ("University"). The parties agree that this Agreement will be signed simultaneously with an outfitter agreement between Under Armour and University dated and to be effective July 1, 2015, Pret wary Statements Whereas, University fields and maintains a nationally recognized intercollegiate athletics program (and retains the coaches and staff in connection thereto) and owns all right, title, and interest in and to the names, nicknames, mascots, trademarks, and/or symbols, and any other recognized reference to University and its athletics program, and Whereas, Under Armour is a specifically skilled sports and fitness company engaged in the design, ‘manufacture, distribution, and sale of athletic performance apparel, footwear, and related accessories and sports equipment, and, through the use of its specific skills in this area, desires to support the University and its athletics progtam (as described below). Agreement Now, therefore, in consideration of the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows: 1 s used in practice and in competition by the Teams, all as specifically enumerated on Exhibit A. 1.2. "Apparel" means all game uniforms, shorts, shirts, sweatsuits, jackets, pants, tank tops, and practice wear, used in practice and in competition by the Teams, all as specifically enumerated on Exhibit A. 1.3. “Coaches” means the Head Coach and the assistant coaches of the Teams, 14. “Competitor” means an entity engaged in the manufacture, distribution, development, marketing or sale of Accessories, Apparel, Equipment, and Footwear, and which engages in the complete outfitting of Division I Core Teams (i.c., provides Accessories, Apparel, Equipment, and Footwear to Division I Core Teams). For the purposes of illustration, an entity that engages solely in the manufacture of Footwear and/or Equipment and provides such Footwear and Equipment to Division I Core Teams, but that does not manufacture or provide Accessories ot Apparel to such athletic programs shall not be deemed a "Competitor." 1.5. “Conference” means the Southeastern Conference. 1.6, “Core Teams” means University's Division I football, men’s basketball, women's basketball, and men’s baseball teams 1.7. “Direct Competitor” means Nike and adidas. 1.8. “Equipment” means sports equipment used by the Teams in practice and in competition, all as specifically enumerated on Exhibit A 1.9. "Footwear" means athletic footwear used by the Teams in practice, in competition, and strength training all as specifically enumerated on Exhibit A. 1.10, "Head Coach” means a head coach of each of the Teams. 1.11, “NCAA” means National Collegiate Athletic Association, 1.12. “Products” means the Apparel, Accessories, Footwear, and Equipment specifically enumerated on Exhibit A, as well as any additional Products which are added to this definition of "Products" Pursuant to the terms of this Agreement and by execution of a revised Exhibit A, in connection with which, or upon which, Under Armour Marks or any other trademarks or brands now or hereafter owned and/or controlled by Under Armour appear, which are provided by Under Armour to the University in accordance with the terms and conditions of this Agreement. 1.13. “Staff? means equipment managers, trainers, and support personnel of the Team, and the Athletic Director and senior administrative team of the University's Athletics Department. 1.14. “Suggested Retail Price” means the lowest catalog price published by Under Armour for ordering Products by its Under Armour-sponsored, US-based Division I programs, for purchase in their Athletics Departments. 1.15. "Team" means the University's Division I athletic teams set forth in Exhibit B. If University adds additional Division I athletics team during the Term, then University shall notify Under Armour of the same and the New Product Acceptance Testing Process outlined below in Section 3.4 shall be utilized to provide Under Armour with the first opportunity to provide the Products for such new athletics team; provided, however, that if Under Armour is already making certain Products for such new athletics team, University shall provide such team with Under Armour Products unless University determines in its good faith discretion that such team’s use of Under Armour Products would impact in a material and detrimental manner such team’s performance. 1.16. “Wholesale Pricing” means Under Armour’s then-current wholesale pricing for the Under Armour Products. 1.17. “Under Armour Marks” means the logos and trademarks owned by Under Armour set forth in Exhibit C, which exhibit, after notice to University, may be amended by Under Armour from time to time as it adds logos and trademarks which it desires to license to University. 1.18, "University Marks" means the logos and trademarks owned by University set forth in Exhibit D, which after notice to Under Armour, may be amended by University from time to time as it adds logos and trademarks which it desires to license to Under Armour. Term. The term of this Agreement commences on July 1, 2016 and continues until June 30, 2025, unless earlier terminated in accordance with the terms and conditions of this Agreement (the “Ferm”) For purposes of this Agreement, a “Contract Year” of the Term means a period of twelve (12) successive months commencing on each July 1 and ending on the next June 30. Notwithstanding the foregoing, for the period commencing April 1, 2021 until June 30, 2021, the parties will evaluate in ‘good faith the terms and conditions of this Agreement and modify such terms and conditions as mutually agreed upon. Under Armour's Obligations to University. 3.1. Rights Fee and Under Armour Stock. Annual Rights Fee Payments, During the Term, Under Armour shall pay to University annual rights fee payments (each a "Payment") in accordance with the following schedule: ‘The Payment for each Contract Year shall be made in four (4) equal quarterly installments. Such installments are due in cach Contract Year no later than July 1, October 1, January 1, and April 1, respectively. The first payment shall be due July 1, 2016. 3.1.2 Under Armour Stock. In addition to the Payment, Under Armour shall recommend to its Board of Directors or an appropriate committee thereof that University be granted a stock unit award (“Award”) covering $10,000,000 worth of Under Armour Class A Common Stock (“Common Stock”). In this connection, such Award to be valued at the fair market value as of the date Under Armour’s Board of Directors or an appropriate committee thereof approves the Award (“Approval Date”) based on the closing price per share of Under Armour’s Class A common shares on the New York Stock Exchange on the Approval Date. The Award, if approved by the Board, shall be fully vested and non- forfeitable, In order to receive the Award, University must execute Under Armout’s Stock Unit Agreement, a form of which has been provided to University before execution of this Agreement. Under Armour shall deliver to University 1/9" of such Common Stock on July 1 of each Contract Year commencing on July 1, 2017, with the understanding that all Common Stock will be delivered no later than June 30, 2025. If the grant of the Award is not approved by the Under Armour Board of Directors or an appropriate committee thereof, in the amount and under the specific terms provided in this section, University will not be entitled to receive the Common Stock, and Under Armour will pay University $10,000,000 in eash in nine (9) installments on the delivery dates set forth above. 3.2. Product Allowance. 321 3.2.2 General Terms, Under Armour shall provide to University, at no cost to University, Products of the dollar value indicated below in accordance with the following schedule ("Product Allowance"): Contract Year | ‘Product Allowance 2016-17 $4,100,000 2017-18 $4,200,000 2018-19 $4,300,000 2019-20 $4,400,000 2020-21 $4,500,000 2021-22 $4,600,000 2022-23 $4,700,000 2023-24 $4,800,000 2024-25 $4,900,000 University shall specify the quantity, type, and size of Products to be provided by Under Armour to fulfill the Product Allowance and shall notify Under Armour of the same in. writing at least one hundred eighty (180) days prior to the date that a Team requires delivery of such Products. Shipping. The initial cost of shipping the Products to University for SMU (Special Make Up) sideline, shoes, and uniforms (Le., booking orders, in-line product and accessory orders) will be shipped FOB destination by Under Armour without charge to University, With the understanding that any at-once or rush Product orders will be charged against the Product Allowance. Unless rare emergency circumstances require that Products be sent to a Team’s competition location, University shail designate one (1) central location to which all Products ordered by University under this Agreement shall be shipped from Under Armour to University. In the event that a Product must be sent in emergency ircumstances, University will select the carrier of its choice and may utilize specially negotiated rates if such rates exist for the University. Costs of additional shipping associated with incomplete or incorrect orders due to ertors by Under Armour shall be paid for by Under Armour by crediting such additional shipping or correction costs to the Product Allowance. Suggested Retail Pricing, Products provided to fulfill the Product Allowance will be valued at Suggested Retail Pricing provided by Under Armour no later than thirty (30) days prior to the date that University must order Products in order to have Product delivered before practice begins for each Team's competitive season, 3.2.4 Allotment Reporting. Under Armour shall provide a report to University, no less than once each month of each Contract Year, reporting to University (a) the amount of Product Allowance then available to University in the then-current Contract Year; (b) the amount of Product Allowance ordered in the preceding month; (ec) the amount of Product Allowance ordered in total during the then-current Contract Year; and (d) if applicable, the amount of Products, above and beyond that provided for in the Product Allowance, that University has ordered during the then-current Contract Year, 3.25 Authority to Order Product / Authorized Orders. University shall designate one (1) person who may order Products under this Section. Such person may designate additional parties entitled to order Products by delivering written notice to Under Armour of same. Under Armour shail fill no order for Products, whether to be paid out of the Product Allowance, in credit, or in cash, unless and until Under Armour has received the signature of the University Athletics Department representative who has been designated by University in writing as the party in whom the authority to order Products reside (“Designated Representative”). Until further notice, the Designated Representative shall be Dana Marquez, Director of Equipment Operations for the Auburn Athletics Department. Any Products ordered by parties other than the Designated Representative or his or her written proxies shall be free of charge, shall not be counted against the Product Allowance above and need not be returned to Under Armour. University will be responsible for ensuring that any Designated Representative and/or his or her written proxies complies with Under Armour’s then-current rules for Product ordering, as well as any applicable Conference and/or NCAA rules. 326 Carryover Product Allotment. In the event that University does not wish to utilize all Product Allowance specified for a particular year in that same year, at University’s discretion, it may elect to “roll forward” up to Four Hundred Thousand Dollars ($400,000) in Product Allowance at Suggested Retail Pricing to the next Contract Year, so long as University notifies Under Armour no later than March 31 in the current Contract Year of its intent to roll forward Product Allowance amounts and the specific amount. 3.2.7 Products Not Available from Under Armour. [n the event University requires certain licensed Products that are unavailable at such time directly from Under Armour, Under Armour specifically agrees to allow University to utilize any amount of Product Allowance to order such licensed Products from its approved manufacturer/licensee (currently Gear for Sports). For purposes of clarity, University will not be paid any royalty amounts on such Products. Additional Products, To the extent allowed by law, if in any Contract Year University requires additional Products for use by the Teams beyond the Product Allowance for such Contract Year, University may purchase any and all such Products from Under Armour at the Wholesale Pricing provided by Under Armour pursuant to Section 3.2., above, or Accessories, Apparel, Footwear or Equipment from any non- Direct Competitor (subject to Section 3.4 below). In order to encourage the more extensive use of Under Armour product and apparel as representatives of University and in their working capacity, Under Armour agrees to allow University to submit a 34. list of coaches and other key administrators/employees (collectively, “Key University Personnel”) who may order products and apparel for individual purchase at Wholesale Pricing, which orders shall not be processed by Under Armour as Product Allowance but which shall be paid for out of the personal funds of each respective Key University Personnel, For the avoidance of doubt, Key University Personnel must be employed on a full-time basis with University, and must have an auburn.edu e-mail address. Additionally, University will be responsible for ensuring that all Key University Personnel ordering Under Armour Products pursuant to this Section comply with Under Armour’s then-current rules for Product ordering, as well as any applicable Conference and/or NCAA rules. Accessories, Apparel, and Equipment. 3.4.1 Other Agreements, With the exception of standard retail licensing agreements which may be entered into from time to time pertaining to items not listed on Exhibit A (subject in all instances to Section 11 below), neither University nor any Coach or Staff member whose rights the University legally controls shall enter into a separate agreement with a third party regarding outfitter rights, advertisement, promotion, or endorsement of such third party's Accessories, Apparel, or Equipment during the Term. Notwithstanding the preceding sentence, Under Armour acknowledges that University has existing third party agreements with respect to the supply of certain Products (set forth in Exhibit G attached hereto) (“Third Party Agreements”), and such Third Party Agreements shall not be construed as a breach by University of this Agreement. Upon the expiration or termination of any Third Party Agreement (and subject to any rights of first negotiation and rights of first refuusal contained therein, as well as Section 3.4 set forth herein) University shall give Under Armour the first opportunity to negotiate for the supply of the applicable Products to the Coaches, Staff, and/or Teams. In the event the parties are unable to agree in good faith on the terms in which such applicable Products will be included in this Agreement and supplied by Under Armour, University shall be free to enter into an Agreement with any third party non-Direct Competitor for such Products 3.42 Availability of Product. Under Armour agrees to provide through the annual SMU and post-season Product ordering process, mutually agreed upon custom options, in complete size runs dictated by University and in University colors for all competition/practic Apparel, Accessories and Footwear. Other licensing (Gear for Sport) may be used to provide recruiting apparel for all teams, coaches and or administration. In the event that Under Armour changes factories or manufacturers that produce University’s competition uniforms, which limits University’s ability to get “replacement and/or fill-in” uniforms, Under Armour will replace complete uniforms at no cost to University 3.43 Compliance with Rules, All competition apparel must meet NCAA and SEC rules. 34.4 No Mi um Order. Under Armour will provide all SMU Sideline and SMU Pract apparel, for University Teams, with a minimum quantity order of twelve (12) units each. 3.4.5 Unavailable Accessories, Apparel or Equipment. Any contrary promise or covenant regarding exclusivity in this Agreement notwithstanding, in the event that the Coaches or ‘Team members require third party accessories, footwear, apparel, or equipment item(s) that are unavailable from Under Armour, either by the nature of the item in general or its availability in University’s official school colors, the Coaches or Team members may purchase and use third party-provided accessories, apparel, footwear, or equipment 3.4.6 item(s). The immediately aforementioned right to purchase accessories, apparel footwear, or equipment notwithstanding, University shall utilize best efforts not to order such items from Under Armour’s Direct Competitors. Notwithstanding anything contained in this Agreement to the contrary, University agrees that the only visible branding on any Coaches, Teams, or Staff's Products on the competition field (or court or other venue as applicable) will be Under Armour branding, and any third party names, logos, marks, or branding will be covered or removed. New Product / Acceptance Testing. {f at any time during the Term, Under Armour communicates a bona fide intention to expand its Products line by adding any accessories, apparel, footwear, and/or equipment item(s) for use by the Teams, then Under Armour shall give University notice of the particular accessories, apparel, footwear, and/or equipment item(s) as soon as prototypes of such accessories, apparel, footwear, and/or equipment item(s) are available. University agrees that if it has not already entered into a product supply agreement with respect to such accessories, apparel, footwear and/or equipment item(s), then the following process (the “New Product Acceptance Testing Process“) shall be utilized. Under Armour shall provide such prototypes to University for acceptance testing. University must approve/disapprove such accessories, apparel, footwear, and/or equipment item(s) within one hundred twenty (120) days of receipt of the prototypes; provided, however, that University shall not unreasonably withhold its approval of such accessories, apparel, footwear, and/or equipment item(s). In the event that University does not approve such accessories, apparel, footwear, and/or equipment item(s) in its reasonable discretion, University shall provide Under Armour with written reasons for its disapproval, and Under Armour shall have a reasonable time period to address University's reasons for disapproving such accessories, apparel, footwear, and/or equipment item(s) and to resubmit the items to University. If University again disapproves such accessories, apparel, footwear, and/or ‘equipment item(s) in its reasonable discretion, such accessories, apparel, footwear, and/or equipment item(s) shall not be added to the definition of "Products", and University may source such accessories, apparel, footwear and/or equipment item(s) from a third party, using its best efforts to avoid purchases from a Direct Competitor, with the understanding that University will first seek to source such accessories, apparel, footwear, and/or equipment items from a non-Direct Competitor. If University approves the use of such accessories, apparel, footwear and/or equipment item(s), then: (a) such accessories, apparel, footwear and/or equipment item(s) shall thereafter be deemed to be included in the definition "Products" and covered in all pertinent respects by the terms hereof; (b) the parties shall amend and execute the new Exhibit A to include the new Product(s); (c) the then-current Product Allowance shall be increased by an amount that is equal to (i) 100% of the amount spent by University on the applicable Product for the previous Contract, Year if such Product was previously purchased by University or (ii) 100% of the wholesale cost of such Product from Under Armour if such Product has never been ordered by University; (d) the dollar amount worth of Product ordered by the University shall be charged against the Product Allowance; and (e) the University shall no longer be permitted, for the remainder of the Term, to source such Product from a manufacturer other than Under Armour. Under Armour shall supply University with sueh new Product and University shall make such new Product available to Team members and Coaches. By explanation and to reflect the spirit of the deal, barring some failure by Under Armour to provide acceptable Product pursuant to the New Product Acceptance ‘Testing Process above, itis the intention of the Parties that University’s Teams shall be outfitted by Under 3.5 3.6, Armour from “head-to-toe,” and in that no other logo be visible on the Team members on the practice and competition fields (or courts ot other venues as applicable and except as permitted herein). Notwithstanding any contrary provision of this Section 3.4., the New Product Acceptance Testing Process shall not be conducted during an official prac period or competition season for the affected Team. Timeline for Product Delivery. Provided that University gives Under Armour the appropriate ‘written notice regarding the Products needed by each Team under Section 3.2 and complies with Under Armour’s Product ordering deadlines for each Team, Under Armour shall deliver to University all requested practice Products at least ten (10) business days prior to the opening day of the respective Team's practice. Provided that University gives Under Armour the appropriate written notice regarding the Products needed by each Team under Section 3.2 and complies with Under Armour’s Product ordering deadlines for cach Team, Under Armour shall deliver to University all requested competition Products at least twenty (20) business days prior to the respective Team's first competition. Under Armour shall use commercially reasonable efforts to provide University with any supplemental or replacement pri Products within ten (10) business days of a University request for such Products. Under Armour shall use commercially reasonable efforts to provide University with any supplemental or replacement competition Products within five (5) business days of a University request for such Products Notwithstanding anything contained herein to the contrary, Under Armour will cause Products to be shipped to University when available, and will use commercially reasonable efforts to ensure that Products are not delivered in one (1) bulk shipment at the commencement of a sports season. Bowls, SEC, or NCAA Events, In the event that a Team is contractually obligated by the NCAA, any bowl game organization, or the Conference to wear Apparel of a third party for a special event (e.g., the immediate aftermath of a Conference championship football game or a College Football Playoff ("CFP") game), University shall provide Under Armour with advance written notice of any such contractual obligations of the Team, and Team members shall be permitted to wear such third party Apparel. No Team members shall wear such third party Apparel longer than is contractually required. Under Armour will provide apparel options for all Bowl and Men’s and Women’s NCAA Basketball Tournament Championship events. Items must be available for order prior to event and may be included in the SMU ordering process. Sizing must include big and tall, women’s sizing, youth sizing, along with providing all apparel and shoes in University colors. Performance Bonus Payments. Under Armour shall pay to University the bonus compensation set forth in Exhibit E attached hereto. Bonus compensation shall be paid to University within sixty (60) days after University provides Under Armour with written notice that it achieved the criteria necessary for payment of such bonus compensation. In order for a Team to qualify for bonus compensation, except as permitted under Section 3.4., the Team's competition Apparel, Footwear, and Accessories must be supplied by Under Armour. All bonuses for each Team are cumulative. For example, if the University football team wins the national championship, wins the Conference championship, and appears in a CFP bowl game, then the total bonus paid to University shall be $250,000 (Championship Bonus) + $150,000 (CEP Semi-Final Appearance) + $50,000 (assuming University wins the conference championship) + $10,000 (assuming University won 12 regular and 3 postseason games) for a total annual cumulative bonus of $460,000. 38. 39. 3.10. 3.1L. Campaigns, During the Term, Under Armour will include University in at least five (5) national or regional advertisements/campaigns. University hereby grants to Under Armour the right at no cost t0 use University’s athletic facilities on mutually agreed upon dates, times, and locations for purposes of producing campaign materials hereunder. All campaign materials must comply with NCAA rules, as approved by University’s Associate AD for Compliance. The parties will ‘mutually agree upon the content of the advertisements so that while promoting all athletic teams some may focus on sports such as basketball that are not currently experiencing a level of success historically achieved by the athletic program as a whole. Marketing and Promotions Product. Each Contract Year, Under Armour will provide University with Fifty Thousand Dollars ($50,000) and Twenty-Five Thousand Dollars ($25,000) worth of Products, for marketing and promotions, including but not limited to graphic enhancements throughout intemal athletics facilities. All graphics will include Under Armour branding and must be mutually agreed upon. University will invoice Under Armour for such cash amount, which will be paid within sixty (60) days following Under Armour’s receipt of invoice in each Contract Year. Consultation Regarding Appearance of Customized Products. University acknowledges and agrees that Under Armour’s current Products meet the approval of University with respect to erformance. Under Armour shall consult with University with respect to the design of competition Products that are customized for the University such as, for example, the competition jerseys for University's football team and the Apparel to be worn by Coaches on sidelines, Prior to providing University with customized competition Products, Under Armour will present University with written designs for such customized competition Products for its approval. The parties acknowledge that University maintains a fairly traditional and consistent appearance with regard to competition apparel. Such appearance first considered, University shall not unreasonably withhold, condition, or delay approval of such designs. Design for a customized competition Product must be approved in writing by the Athletics Director or his express designee before University shall be obligated to wear such Product. If University disapproves any designs for customized competition Products submitted by Under Armour, University shall provide Under Armour with written reasons as to why such designs were disapproved and Under Armour shall redesign such customized competition Products to address the University's reasons for disapproving such designs. Code of Conduct Provision, Under Armour agrees to require the independent third party suppliers (the "Suppliers) making the Products produced and delivered pursuant to this Agreement to meet their legal obligations as employers to their employees in accordance with the local labor laws and to respect the Under Armour Code of Conduct (the "Code") (copy attached at Exhibit F). The Code reflects Under Armow’s expectation that the Products should be made under safe and healthy working conditions, and in a manner that is consistent with certain core standards of the "International Labour Organization" (ILO). Internships. Under Armour shall hire up to four (4) University students per Contract Year to participate in Under Armour’s Summer Rookie internship program at Under Armour’s Baltimore Headquarters (“Rookie Program”), with the understanding that all University students interesting, in participating in the Rookie Program must apply pursuant to Under Armour’s application procedures, and the specific students selected shall be determined in Under Armour’s discretion. University's Obligations to Under Armour. 4d 43 Coaches, Staff, and Teams. During the Term, University will require the Coaches, Staff, and ‘Teams t0 wear and use the Products exclusively for all Team activities, workouts, practices, games, competitions, tournaments, and at media interviews, press conferences, or public appearances when speaking for or acting as a representative of the Team, unless formal or business attire is appropriate, and shall, on all such occasions, not allow Coaches, Staff, or Team to wear and/or use any Accessories, Apparel, Footwear, or Equipment (all except as specified to the contrary in this Agreement) manufactured, licensed, distributed, developed, marketed, branded, or sold by any third party. Under Armour shall supply University with Under Armour lapel pins that University will require Coaches, Staff, and Team members to wear if formal or business attire is appropriate. In addition, to the extent that University has the right to do so, University shall require Coaches, Staff, and Team to wear and use the Products exclusively for all sports camps or clinics operated by University or the Coaches. UNDER ARMOUR SHALL NOT BE LIABLE TO UNIVERSITY FOR ANY INJURY OR DAMAGE SUFFERED FROM WEARING OR USING THE PRODUCTS, UNLESS SUCH INJURY OR DAMAGE IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF UNDER ARMOUR OR ITS AGENTS OR REPRESENTATIVES. ‘sibility of Under Armour Marks, Products shall be worn or used in the condition received from Under Armour. University shall not (and shall ensure that Team members, Coaches, and Staff members shall not) remove, wrap, tape, spat, or otherwise alter any Products (including, but not limited to the Under Armour Marks) or add the name, trademark, tradename, service mark, logo, symbol, design, or identification of any third party unless required by the Conference or NCAA. University shall provide Under Armour with written notice of any such Conference or NCAA requirements. Under Armour recognizes that current NCAA legislation (bylaw 12.5.4) regulates the size and occurrences of a manufacturer's or distributor's logo or trademark on all apparel worn by a student/athlete. Subject to Section 9.3, Under Armour is subject to any changes in such legislation during the Term. Subject to the exceptions below in Section 4.3, in addition to any other rights or remedies Under Armour may have, in any Contract Year in which University or a Team member thereof deliberately “spats” or tapes over any Under Armour Products (other than for an injury sustained by such Team member that requires taping for stability purposes, provided that University provides Under Armour with notice of such injury within a reasonable e period following such injury, but in all instances prior to the commencement of the next game), Under Armour shall have the right to, upon providing written notice with confirmation of the spatting to University, reduce the Payment in that Contract Year only as follows: Occurrence Payment Reduction 1* Occurrence $0 2 Occurrence and each $25,000 Occurrence thereafter For the avoidance of doubt, successive reductions in a single year shall be cumulative (e.g., three occurrences would result in the Payment being reduced by a total of $50,000). Physical _or Medical Conditions. If after having used Under Armour Footwear, a Team. member shall at any time suffer severe foot pain or discomfort attributable to such Footwear which materially and detrimentally affects such Team member's performance, in the reasonable opinion of University as verified in writing by the Team’s physician, University shall promptly 44, notify Under Armour of such occurrence and provide Under Armour with documentation from the Team's physician. Upon receipt of such notice, Under Armour shall diligently seek to address such Team member's foot pain or discomfort and University shall fully cooperate with, Under Armour in its efforts to satisfy such Team member's special Footwear requirements, including using University’s best efforts to encourage such Team member to fully cooperate with Under Armour’s remedial efforts and by facilitating such cooperation by the Team member, To the extent permissible under applicable NCAA and University rules and regulations, such facilitation by University may include, but shall not be limited to, requesting that the Team member (i) make himself or herself available to be examined by a podiatrist or other qualified physician (located within the University metropolitan area) to assist Under Armour in determining and verifying the nature and extent of the Team member's foot pain or discomfort connected with the use of such Under Armour Footwear, (ii) make himself or herself available to Under Armour for design consultations and/or tests conducted by Under Armour’s footwear research and design personnel to determine any special requirements of such Team member's foot characteris (iii) wear-test customized Footwear developed by Under Armour to meet such special requirements, and (jv) provide Under Armour with Product feedback, as requested by Under Armour, concerning such Team member's findings with respect to such wear-testing (collectively, "Remedial Efforts”). At University’s election, during the period Under Armour is engaged in Remedial Efforts or in the event that Remedial Efforts are deemed to have failed by University, Under Armour shall either (in the Team’s physician's discretion) (a) directly furnish such Team member with footwear based upon the recommendation of the medical and equipment staff but with all visible third party identification removed or otherwise covered so as to completely obscure such third party’s identification; or (b) allow such Team member to wrap tape around the Footwear in any way necessary to alleviate the severe foot pain or discomfort (with the understanding that such tape may cover the Under Armour Marks on the Under Armour Footwear but University will use best efforts not to cover the Under Armour Marks). In the event that an injury occurs during or immediately prior to a competitive event, University shall be fully permitted to wrap tape around any Footwear to ensure such player's safety and comfort, without prior notice to Under Armour, subject to the post-game notice requirement set forth in Section 4.2 above. Promotional Opportunities and Privileges. During the Term, University hereby grants Under ‘Armour the following promotional opportunities and privileges at no cost to Under Armour. Under Armour acknowledges that University has entered into an agreement with a third party with respect to certain media rights. 44.1 Offi Designation. University hereby grants Under Armour the right to the official designation of "Official Outfitter of Auburn University Athletics." University shall use best efforts to refer to Under Armour as the "Official Outfitter of Auburn University Athletics” in all appropriate settings and situations The parties may, from time to time, mutually agree in writing to additional official designations. University hereby grants Under Armour the right to supply the Coaches, Staff, and Teams with Accessories, Apparel, Footwear and Equipment as specified herein and University shall not enter into an agreement with any third party (i) for the purchase, gift, exchange, promotion, supply, endorsement, or advertisement of any Accessories, Apparel, Footwear, or Equipment (all except as specified to the contrary in this Agreement); or (ii) if the term “Armour, “Armor,” or any other term confusingly similar thereto is used in connection with such third party or its products or services, unless otherwise approved in advance by Under Armour. Further, University shall not authorize any Coach or Staff member to enter into 442 443 an agreement with any third party for the purchase, gift, exchange, promotion, supply, endorsement, or advertisement of any Accessories, Apparel, Footwear, ot Equipment (all except as specified to the contrary in this Agreement). Tickets and Parking Passes. University shall provide Under Armour with the following, tickets and parking passes for each Contract Year: (a) Sixteen (16) club or field level tickets to all University football team home games, and six (6) reserved lot parking passes for all such home games. (b) Ten (10) tickets to all University football team away games. (©) Eight (8) tickets to all University men’s and women's basketball team home games (with two (2) such tickets being courtside tickets), and four (4) reserved lot parking passes for all such basketball games. (@) Two (2) tickets to all University men’s and women’s basketball team away games. (©) Four (4) tickets to all University baseball team home games. (Twelve (12) tickets to any post-season bowl game in which University's football team competes (including any College Football Playoff game and any National Championship Game). mes during the NCAA men’s and women’s basketball pate. (g) Four (4) tickets to all g tournament in which University's men's and women’s basketball teams pa (h) Four (4) tickets to any College World Series games in which the University's baseball team competes. (i) Twelve (12) lower level tickets to any Conference championship games in which University's football, men's or women's basketball, or baseball teams compete. G) Four (4) sideline passes for home events. (k) One (1) partnership recognition event at one (1) mutually-agreed-upon football home game in each Contract Year for up to fifty (50) people, with the understanding that University will bear the cost and the administrative responsibility for planning the event, including the purchase of appropriate space, food, and beverage. Game Photography or Footage. To the extent permitted by law, University hereby grants to Under Armour the right to use game photographs and/or audiovisual footage of any Team competition subject to applicable NCAA rules and regulations regarding the depiction of any eligible Team member, as well as rights previously conveyed pursuant to the SEC Network, associated television contracts, and to the University’s medi holder. Rights granted to Under Armour under this paragraph are for promotional purposes only and without a use fee, other than reasonable search and edit charges. In the event that any law or court ruling alters the University’s ability to comply with the 444 provisions of this agreement regarding player and Team likenesses, University shall necessarily comply with such intervening law or ruling. Accommodations. University shall use its best efforts to assist Under Armour in securing accommodations for the University's home football, baseball, and men's and women's basketball games; provided, however, that the cost of such accommodations shall be bore by Under Armour and that Under Armour shall give University sufficient advance notice of when its representatives are unable to secure the rooms on their own, Intellectual Property. 5.1. Under Armour Intellectual Property. Sd S12 Grant of License, During the Term, Under Armour hereby grants to University a royalty-free, non-exclusive, limited, non-transferable license 10 use the Under Armour Marks to promote the relationship between Under Armour and Team including Under Armour being the "Official Outfitter of Auburn University Athletics.” University shall submit to Under Armour and Under Armour shall have the right to approve all proposed uses of the Under Armour Marks by University. Under Armour shall not unreasonably withhold, condition, or delay approval of such intended uses of the Under Armour Marks, If Under Armour does not approve/disapprove a request for approval in writing within ‘twenty-one (21) days of receipt thereof, such materials shall be deemed approved. If Under Armour disapproves any materials submitted by University, Under Armour shall provide University with written reasons as to why such materials were disapproved Recognition of Value of Under Armour Marks. University recognizes the value of the Under Armour Marks, Under Armour owns all right, title and interest in and to the Under Armour Marks, and Under Armour has the right to grant to University the license to use the Under Armour Marks as set forth in this Agreement. University shall not do anything inconsistent with Under Armour's ownership of its intellectual property, including the Under Armour Marks. University will not file any application to register any Under Armour Mark (whether as a trademark, copyright, domain name, or otherwise), in whole or in part, or any mark that is confusingly similar to any of the Under Armour Marks, at any time during the Term or thereafter. University will not, during the Term or thereafter, attack title to or rights in the intellectual property of Under Armour, including the Under Armour Marks. Use of the Under Armour Marks by University and the goodwill associated therewith shall inure to the benefit of Under Armour. 5.2. University Intellectual Property. 52.1 Grant of License. During the Term, and subject to the covenants and conditions of University’s standard or hot market licensing agreements to which Under Armour or its approved licensee/manufacturer must be a party throughout the Term in order to customize the Products to include the University Marks and under which agreement it must pay applicable royalty rates and follow applicable reporting and payment terms, University hereby grants to Under Armour a non-exclusive, limited, non-transferable license to use the University Marks to promote the relationship between Under Armour and Team including, but not limited to Under Armour being the "Official Outfiter of Auburn University Athletics.” Under Armour or its approved licensee/manufacturer hereby agrees to pay all royalties required under University’s standard or hot market licensing agreements, plus an additional 2% more than the then-current rates under such licensing agreements for all Products (excluding headwear, which is at a higher rate). All such use of the University Marks by Under Armour shall conform to Conference and NCAA regulations. Notwithstanding the foregoing, after first receiving written approval from University, Under Armour may transfer the license granted by University, including all attendant obligations such as the 2% royalty rate mark-up referenced above, pursuant to this Section 5.2.1 to a party that acquires all or substantially all of Under Armour’s assets. Under Armour or its approved licensce/manufacturer shall submit to University and University shall have the right to approve all proposed uses of the University Marks by Under Armour, including but not limited to the design, style and color of all Products. University shall not unreasonably withhold, condition, or delay approval of such intended uses of the University Marks. If University does not approve/disapprove a request for approval in writing within twenty-one (21) days of receipt thereof, such materials shall be deemed approved. If University disapproves any materials submitted by Under Armour, University shall provide Under Armour with written reasons as to why such materials, were disapproved, Under Armour acknowledges that University's disapproval of its use of the University Marks shall be deemed reasonable if such use tends to shock, insult or offend the general community standards of Auburn, Alabama. Notwithstanding anything to the contrary contained herein, University acknowledges that Under Armour shall not pay royalties to customize the Products to include the University Marks for use by the Team, Coaches, Stal, etc. under the terms of this Agreement, or any Products purchased by Key University Personnel. However, Under Armour acknowledges and agrees that the license granted under this Section 5.2.1 does not extend to retail merchandise bearing University Marks, including but not limited to those used as premiums items in connection with any promotional purposes. Recognition of Value of University Marks. Under Armour recognizes the value of the University Marks. University owns all right, title, and interest in and to the University Marks, and University has the right to grant Under Armour the license to use the University Marks as set forth in this Agreement. Under Armour shall not do anything inconsistent with University's ownership of its intellectual property, including the University Marks. Under Armour will not file any application to register any University Mark (whether as a trademark, copyright, domain name, or otherwise), in whole or in part, or any mark that is confusingly similar to any of the University Marks at any time during the Term or thereafter. Under Armour will not, during the Term or thereafter, attack title to or rights in the intellectual property of University, including the University Marks. Use of the University Marks by Under Armour and the goodwill associated therewith shall inure to the benefit of University. All use of the University Marks by Under Armour shall conform to Conference and NCAA regulations. 5.3. Quality Control. 53.1 University Obligations. During the Term, University shall cooperate with Under ‘Armour to assure that the nature and quality of its use of the Under Armour Marks and the quality of its goods and services in connection with which the Under Armour Marks are used are consistent with the requirements of this Agreement. To that end, University shall provide samples of its use of the Under Armour Marks to Under Armour upon Under Armour’s request and shall make reasonable efforts as may be requested by Under Armour to assure that the nature and quality of University's use of the Under Armour Marks and the level of quality of its goods and services provided in connection with the Under Armour Marks are consistent with and do not detract from the goodwill associated with the Under Armour Marks. 53.2 Under Armour Obligations. During the Term, Under Armour shall cooperate with University to assure that the nature and quality of its use of the University Marks and the quality of its goods and services in connection with which the University Marks are used are consistent with the requirements of this Agreement. To that end, Under Armour shall provide samples of its use of the University Marks to University upon University's reasonable request and shall make reasonable efforts as may be requested by University to assure that the nature and quality of Under Armour's use of the University Marks and the level of quality of its goods and services provided in connection with the University Marks are consistent with and do not detract from the goodwill associated with the University Marks. 54, Equitable Relief. The parties acknowledge that any use of the other party's intellectual property, other than in accordance with this Agreement, will cause irreparable damage to the other party. Therefore in the event of any such breach or threatened breach of this Section 5, the non-breaching party will be entitled, in addition to and not in lieu of all other rights and remedies available at law or in equity, to specific relief including, without limitation, an injunetion enjoining any such breach or threatened breach, and costs incurred in connection therewith. Representations. Each party represents to the other party that; (a) it has the full right and authority to enter into this Agreement, perform its obligations under this Agreement, and grant all of the rights granted by it under this Agreement; (b) this Agreement has been duly executed and delivered on its behalf and is a valid and binding obligation; and (c) in the performance of this Agreement, it comply with applicable state, federal, and local laws and regulations, and the constitution, bylaws and tules of the NCAA and the Conference. To University’s knowledge, the University, its Coaches, and Staff members are not a party to any promotional, licensing or other agreements which preclude the conveyance of, or materially impair, the rights intended to be conveyed to Under Armour under this Agreement, and University shall not enter into or authorize any such agreements during the Term. Right of First Negotiation; Renewal. At Under Armour's request, University shall negotiate with Under Armour in good faith with respect to the terms of a renewal of this Agreement; provided, however, the parties shall not be obligated to enter into an agreement if they cannot settle on mutually satisfactory terms. From the first day of the Term through September 1, 2023 (the "Exclusive Negotiating End Date"), University shall not (nor shall University permit University’s agents, attorneys, accountants, representatives, or employees to) entertain or engage in discussions or negotiations with any thitd party regarding outfitter rights, product supply, sponsorship, or promotion with respect to the Products for the Teams once the Term has expired. Right of First Refusal for Extended Term. During the Term, Under Armour shall have a right of first refusal with respect to any bona fide third-party offer University may receive for outfitter rights, product supply, sponsorship, or promotion with respect to the Products for the Teams for one (1) additional five year term (the "Competitor Offer"). After the Exclusive Negotiating End Date, University may seek such Competitive Offer through any process of its choosing authorized by law, including but not limited to issuance of a Request for Proposal as provided under Alabama law. If University receives any Competitor Offer, then University shall submit to Under Armour, in writing and on Competitor's letterhead or other identifiable stationery, all the material terms and conditions of the Competitor Offer. Under Armour shall have fifteen (15) business days from the date of its receipt of the Competitor Offer University if it shall extend the Agreement on terms no less favorable to University than the material, measurable, and matchable terms contained in the Competitor Offer. If Under Armour so notifies University, then University agrees to execute an extended agreement with Under Armour for up to five (5) years subject to applicable Alabama law. If Under Armour fails or declines to match or better the material, measurable, and matchable terms of the Competitor Offer within such 15-day period, then University shall have the right, exercisable within forty-five (45) business days, to enter into an agreement with the Competitor on the terms contained in the Competitor Offer. Prior to the Exclusive Negotiating End Date, University shall not solicit, consider, or present to Under Armour, and Under Armour shall not be obligated to respond to, any Competitor Offer. Termination and Remedies. 9.1. Upon Breach by Either Party. Any party may terminate this Agreement in the event of a ‘material breach of any term or condition of this Agreement by the other party and a failure by such other party to timely cure the breach by giving notice as hereinafter provided. In the event of a breach, the non-breaching party shall provide the breaching party with written notice of the breach specifying in reasonable detail the nature of the breach. If the breaching party does not cure the breach within forty-five (45) days after receipt of the written notice, the non-breaching party may immediately terminate this Agreement upon provision of written notice to the breaching party 9.2, University Rights Related to Under Armour Solvency. Notwithstanding any other provision of this Agreement, University may immediately terminate this Agreement by providing written notice of termination to Under Armour if (a) Under Armour voluntarily files a petition bankruptcy, (b) an involuntary bankruptey petition is filed against Under Armour that is not stayed or dismissed within one hundred twenty (120) days, or (¢) Under Armour has a receiver appointed for all or substantially all of its business or property. 9.3. Additional Termination Rights for Under Armour. Notwithstanding any other provision of this Agreement, Under Armour may immediately terminate this Agreement by providing written notice of termination to University upon the occurrence of one or more of the following: (a) except as specified in Section 3.6, above, if the NCAA, Conference or any assignee thereof (i) deprives Under Armour of promotional benefits and/or product/brand exposure by requiring the Teams to wear and/or use Accessories, Apparel, Equipment, or Footwear, during the regular season of any sport, that are not supplied by Under Armour in such a place and manner as shall cause demonstrable damage to Under Armour, or (ii) materially diminishes Under Armour’s placement rights with respect to the Under Armour Marks on the Products, (b) if University permanently ceases for any reason to field a NCAA Division 1 Core Team, (c) if University publicly disparages Under Armour or the quality and/or performance of Products, and does not retract such disparagement in a manner that nullifies its effect, (d) Coaches, Staff, or Team members fail to wear and/or use the Produets in violation of their obligations in Section 4.1 and Section 4.2: provided, however, that Under Armour shall have first issued written notice to University of any violation of Sections 4.1 and 4.2, which violations then recur during the same Contract Year, or (e) a Head Coach commits any act or is involved in any occurrence which constitutes a felony in the jurisdiction in which it is committed. Under Armour understands and agrees that University has no control over what Products it utilizes during postseason athletics events and that licensing for these events is controlled by entities such as the NCAA or the 94. 95 96. 97, College Football playoff committee; provided, however, that University shall, when applicable and possible, elect to first wear Under Armour-branded Products or in the alternative unbranded Products in such event if permitted by the event administration/sponsor. Any provision in this Agreement which conflicts with a contract for participation in a postseason athletic event shall be superseded by that which would bind University in such postseason contract. Additional Termination Rights for University, Notwithstanding any other provision of this Agreement, University may immediately terminate this Agreement by providing written notice of termination to Under Armour upon the occurrence of one or more of the following: (a) Under Armour wrongfully disparages the University, (b) Under Armour utilizes the University Marks without the approval of University in conjunction with any promotional piece, advertising or Product in a manner that shocks, insults or offends the general community standards of Auburn, Alabama, or (c) Under Armour fails to pay any sums due under this Agreement within 90 days of when such sums are due according to the terms contained herein on two (2) occasions within any Contract Year or (d) Under Armour fails to continue to invest at its current or an increased level in community-based athletic programs. NCAA Probation. If any Team is placed on NCAA probation for any reason, Under Armour may, at its option, upon written notice to University, reduce the Payment due to University under Section 3.1 and the Product Allowance due to University under S¢ 2 for each Contract Year that a Team is on NCAA probation by ten percent (10%). In addition, if a Core Team is placed on NCAA probation that restricts in any way University's television appearances, Under Armour may, at its option, upon written notice to University, suspend annual rights fee Payments due under this Agreement with regard to such Core Team for that period of time that encompasses only the games in which the Core Team may not appear on television. In such event, Under Armour’s decreased payment obligations shall be calculated using the Core Team's pro rata revenue calculations for the previous Contract Year. Effects of Termination. Except as otherwise set forth herein, upon termination of this Agreement, the parties shall immediately discontinue all uses of the other party's marks (i.e., the Under Armour Marks or the University Marks, as the case may be). For a period not to exceed one hundred eighty (180) days after the date of termination of this Agreement for any reason other than expiration of the Term of this Agreement, Under Armour may continue to use the University Marks for the following purposes: (a) radio or television broadcasts and publication in newspapers, magazines, or trade journals pursuant to plans in existence on the date of termination that cannot be canceled by Under Armour without substantial cost; and (b) as an integral part of product packaging materials that are in Under Armour inventory on the date of termination or expiration or that are scheduled for delivery under contracts in existence on the date of termination that cannot be canceled without substantial cost to Under Armour. Similarly, until University can obtain a replacement official outfitter, not to exceed one hundred eighty (180) days after the date of termination of this Agreement for any reason other than expiration of the Term of this Agreement, Under Armour shall continue to provide University with Products pursuant to the terms of this Agreement. uarterly Reviews During Term. A senior representative from Under Armour shall come to campus no less than quarterly to meet with University regarding the performance of all covenants under this Agreement. The specific purpose of the meeting shall be to discuss the relationship of the parties and their ability during the preceding quarter to fulfil all contractual requirements under this Agreement. Each party shall keep detailed and accurate records regarding any failure by the other to meet these or other to-be-memorialized performance standards agreed-upon by the parties. University will make itself reasonably available for multiple dates for purposes of scheduling, 10. Miscellaneou: 10.1 10.2 10.3. 10.4, 10.5. 106. 10.7. Construction. For purposes of resolving any dispute or ambiguity under this Agreement, the parties agree that this Agreement shall be interpreted and treated as though it were drafted without application of any rules of construction construing the Agreement either in favor of or against any party. The parties acknowledge that they have had the opportunity to review the terms and conditions of this Agreement with their respective legal counsel. Entire Agreement. This Agreement, its exhibits and referenced agreements contain the entire agreement of the parties to this Agreement with respect to the subject matter of this Agreement and shall be deemed to supersede all prior agreements, whether written or oral, and the terms and provisions of any such prior agreement shall be deemed to have been merged into this ‘Agreement. Governing Law. In the event of any dispute under this Agreement, the laws of the State of ‘Alabama shall govern the validity, performance, enforcement, interpretation, and any other aspect of this Agreement, without regard to principles of conflicts of laws thereunder. The parties agree that the state and federal courts located within Lee County in the State of Alabama shall have exclusive jurisdiction over any cause of action or claim arising out of this Agreement and Under Armour hereby submits to the personal jurisdiction of such courts for any such cause of action or claim, Headings. The subject headings of the sections of this Agreement are ineluded for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions. This Agreement may only be modified or altered by written instrument duly executed by the parties. No alteration or amendment of this Agreement shall be binding upon either party unless reduced to writing and signed by the party against whom such alteration or amendment is asserted. Non-waiver, Release, Discharge. The failure of any party to insist in any one or more instances upon performance of any of the provisions of this Agreement or to pursue its rights under this Agreement shall not be construed as a waiver of any such provisions or the relinquishment of any such rights. A party's release, discharge, or waiver of any of this Agreement’s terms or conditions is effective only if in writing and signed by that party. A party's specific waiver does not constitute a waiver by that party of any earlier, concurrent or later breach or default. No waiver occurs if a party either fails to insist on strict performance of this Agreement's terms or pays or accepts money under this Agreement with knowledge of a breach. Notices. All notices, requests, or other communications required to be given under this Agreement or which the parties may desire to give under this Agreement shall be in writing and (a) hand delivered personally, (b) sent by facsimile transmission if the transmitting party receives confirmation of successful transmission or (c) addressed and sent by certified or registered mail, postage prepaid and return receipt requested to the parties as follows: 10.8. 10.9. 10.10. 10.11. If to Under Armour: copy to: Ryan Kuehl Legal Department Vice President ~ Sports Marketing Under Armour, Inc. Under Armour, Inc. 1020 Hull Street 1020 Hull Street Baltimore, Maryland 21230 Baltimore, Maryland 21230 Facsimile: 410-246-5922 Facsimile: (410) 468-2516 If to Universit ith a copy to: David Benedict Jon Waggoner Chief Operating Officer University Counsel Aubum University Athletics Dept. Auburn University Comer of Samford and Donahue 101 Samford Hall Auburn, Alabama 36849 Auburn, Alabama 36849 Facsimile: (334) 844-9778 Facsimile: (334) 844-4575 If any party wishes to alter the recipientaddress to which communications to it are sent, it may do so by providing the new information, in writing, to the other parties in accordance with this Section 10.7. All communications addressed in accordance with this Agreement shall be effective (i) when received, if delivered by certified or registered mail, (ii) on the date on which delivery is made, if personally delivered, and (iii) on the date of transmission, if by facsimile transmission. Public Statements, Press Releases and Confidentiality. The parties agree that they will coordinate the content and timing of all public statements and press releases concerning the public announcement of the relationship governed by this Agreement. Except as otherwise required by applicable law, the parties agree that each of them and their respective agents, employees, and representatives will not disclose in any way or to any third party any terms of this Agreement unless mutually agreed to by the parties in writing. Reasonableness_and Severability, The parties stipulate and agree that each and every paragraph, sentence, term, and provision of this Agreement (collectively, "Provi considered independent, reasonable, and severable. If a court of competent juris final determination that any Provision is unreasonable, invalid, or unenforceable, the remaining Provisions shall be unimpaired and the unreasonable, invalid, or unenforceable Provision shall be deemed replaced by a Provision that is valid, reasonable, and enforceable and that most closely approximates the intention of the parties with respect to the unreasonable, invalid, or unenforceable Provision, as evidenced by the remaining valid enforceable terms and conditions of this Agreement. Relationship of the Parties. The relationship of Under Armour and University shall be that of independent contractors. Nothing contained in this Agreement shall be construed or interpreted as creating a relationship of joint venturers, partners, principal and agent, or employer and employee under any circumstances. Disclaimer _of Warranties_and Remedies. UNDER ARMOUR HEREBY DISCLAIMS AND UNIVERSITY HEREBY WAIVES ALL EXPRESS AND IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE PRODUCTS. Alll rights and remedies provided in this Agreement shall be i. 10.12, cumulative, and shall not be exclusive of one another or of any remedies available at law ot in equity. Under no circumstances shall either party be liable for consequential, special, or incidental damages arising out of this Agreement. Assignment, This Agreement and any rights or obligations of each party hereunder are personal to each and shall not be assigned or delegated without the prior written consent of the other; provided, however, that Under Armour may assign this Agreement after receipt of written approval from University in the event of a consolidation or merger of Under Armour into o with another person, firm, association or other form of business entity (an "entity"), or reorganization or sale of all or substantially all the assets of Under Armour or transfer of control of Under Armour to another entity provided such entity assumes and agrees in writing to perform all obligations of Under Armour under this Agreement. Produet Sales by University Approved Vendor(s)/Special Licensing Provisions: Wt 113 14 ILS 11.6 University hereby grants to Under Armour licensing exclusivity (for either itself and/or its CLC. licensed, approved manufacturer/licensee) for adult authentic replica jerseys developed for retai sale in the retail channels in which Under Armour currently sells Products as of the date of the Amendment. In the event that Under Armour does not make a jersey for a specific sport, anything in this section or Agreement notwithstanding, after first confirming with Under Armour that it does not make such jersey, University may license another company (other than Nike or Adidas) to create and sell such jersey. In consideration for the covenants included in this Agreement, including but not limited to the standard royalty rate plus 2% for all then-standard University royalty rates, University agrees that it will not license Nike or Adidas for commercial sale in any category unless and inasmuch as such licensure is required for any postseason athletic event. Under Armour hereby covenants and agrees to assist University with retail promotions outside the Auburn, Alabama area, Under Armour (either itself or through its manufacturer / licensee) shall use best efforts to maint stock inventory of in-line products as follows: 10,000 navy and 10,000 orange adult tech tees (or other mutually agreed upon tee), and 4,000 navy and 4,000 orange youth tech tees (or other mutually agreed upon tee). Notwithstanding the foregoing, University acknowledges that in the event University orders existing inventory of in-line products, such stock inventory amounts shall be accordingly depleted and Under Armour or its manufacturer / licensee will require a commercially reasonable period of time to replenish such stock. Inventory must consist of a varied assortment based upon sizes (ie., not all inventory may fall into one size; inventory must be fairly distributed across sizes), Under Armour (along with appropriate representatives from its manufacturer/licensee) shall meet with University no less than twice per year in either Auburn, Kansas City, or Baltimore, to discuss the line, promotional plans, ete Under Armour shall work with its manufacturer/licensee to make available the current branded Product designs for licensing, specifically women’s and youth product. 11.8 Under Armour shall bring to retail licensed accessories including socks, gloves, ete. 11.9 Under Armour shall use any and all commercially reasonable efforts to make sideline apparel and jerseys available on or before August 1 in each Contract Year. 11.10 Any contrary provision in this Agreement notwithstanding, if at any time Under Armour is unable to meet the demands in the market, University has the right to license any non-Direet ‘Competitor to fill in the void in the marketplace on a temporary basis. 11.11 Under Armour agrees that if in any Contract Year of the Term, the total royalties paid to University from licensed product sold at retail is less than $500,000, within forty-five (45) days written notice to Under Armour by University, Under Armour shall pay University an amount equal to the difference between $500,000 and the amount previously paid to University in royalties in that respective Contract Year. IN WITNESS WHEREOF, each party acknowledges that a duly authorized representative of such party has executed this Agreement as of the date set forth below, and acknowledges that such party has read, understands and agrees to the terms and conditions of this Agreement. UNDER ARM : AUBURN UNIVERSITY By: © DW ald KX Poresh Kevin Plank, CEO dL. Large, Exec Date: 4 IS Date:___ 4 Jo Ly J Exhibit A Official Oufitter Agreement APPAREL AND EQUIPMENT. (“PRODUCTS”) See Attached Official Ousfitter Agreement TEAMS Baseball Basketball (Men) Basketball (Women) Equestrian Football Golf (Men) Golf (Women) Gymnastics Soccer Softball ‘Swimming and Di Tennis (Men) Tennis (Women) Track & Field Cross Country Volleyball Exhibit C Official Outfitter Agreement UNDER ARMOUR MARKS For the Term, University may use the following trademarks in accordance with this Agreement. See Attached Exhibit D Official Ougiter Agreement UNIVERSITY MARKS For the Term, Under Armour may use the following trademarks in accordance with this Agreement. See Attached NOLWWHOIN! ANANLLUBd WNOLLIGAY SsuadIL Nanesny EXHIBIT E Bonus Compensation DIVISION [ FOOTBALL TEAM National Championship Bonus Under Armour will make a payment of $250,000 to the CEP National Championship Game. ‘+ CEP Semi-Final Appearance Under Armour will make a payment of $150,000 to the University if the football team appears in a CEP Semi-Final Game. + CEP Bow! Game Appearance Bonus Under Armour will make a payment of $100,000 to the University each year the football team makes a CFP Bowl game appearance. ‘+ Non -CEP Bow! Game Appearance Bonus Under Armour will make a payment of $25,000 to the University each year the football team participates in a post-season bow! game. * Conference Championship Bonus Under Armour will make a payment of $50,000 to the University each year the football team is the Conference Champion, where the Conference Champion is defined as the winner of the Conference championship game (i.e., not the regular season Conference Champion). ‘+ 10 Win Season Bonus Under Armour will make a payment of $10,000 to the University for winning ten (10) games during regular and post-season play. + 10+ Win Season Bonus Under Armour will make a payment of $10,000 to the University for each win over ten (10) during regular and post-season play. ‘+ National Coach of the Year Bonus Under Armour will make a payment of $10,000 to the University for each year the Head Coach of the football team is named AFCA Head Football Coach of the Year. Jniversity if the football team wins the DIVISION I BASKETBALL TEAM © National Championship Bonus Under Armour will make a payment of $200,000 to the University for winning the NCAA National Championship Tournament. * Regular Season Conference Championship Bonus Under Armour will make a payment of $35,000 to the University for finishing (" in the Conference regular season * Conference Tournament Championship Bonus Under Armour will make a payment of $75,000 to the University for winning the Conference tournament. + NCAA Tournament Under Armour will make a payment of $10,000 to the University for making an NCAA Tournament appearance. Additionally, if University advances to the “Sweet Sixteen”, Under Armour will make a payment of $10,000 to the University. Additionally, if University advances to the “Final Four”, Under Armour will make a payment of $50,000 to the University. For sake of clarification, if University advances to the “Final Four,” it shall earn $70,000 total under this paragraph * National Coach of the Year Under Armour will make a payment of $35,000 to the University if the Head Coach of the men’s basketball team is named the Naismith Coach of the Year, Conference Coach of the Year Under Armour will make a payment of $10,000 to the University if the Head Coach of the men’s basketball team is named the SEC Conference Coach of the Year, WOMEN’S DIVISION I BASKETBALL TEAM National Championship Bonus Under Armour will make a payment of $100,000 to the University for winning the NCAA National Championship Tournament. Conference Tournament Championship Bonus Under Armour will make a payment of $40,000 to the University for winning the Conference tournament NCAA Tournament Under Armour will make a payment of $5,000 to the University for making an NCAA Tournament appearance. Additionally, if University advances to the “Sweet Sixteen”, Under Armour will make a payment of $10,000 to the University. Additionally, if University advances to the “Final Four”, Under Armour will make a payment of $35,000 to the University. For sake of clarification, if University advances to the “Final Four,” it shall earn $50,000 total under this paragraph, National Coach of the Year Under Armour will make a payment of $25,000 to the University for the Head Coach of the women’s basketball team being named the WBCA Coach of the Year. Conference Coach of the Year Under Armour will make a payment of $10,000 to the University if the Head Coach of the ‘women’s basketball team is named the SEC Conference Coach of the Year. DIVISION [ BASEBALL TEAM, National Championship Bonus Under Armour will make a payment of $25,000 to the University for winning the College World Series. Conference Championship Bonus Under Armour will make a payment of $7,500 to the University for either finishing 1* or 2° the Conference regular season and winning the Conference tournament (both criteria must be met). College World Series Bonus Under Armour will make a payment of $5,000 to the University for qualifying for the College World Series National Coach of the Year Under Armour will make a payment of $5,000 to the University for the Head Coach of the men’s baseball team being named the Baseball America Coach of the Year. ALL OTHER Under Armour) TEAMS (provided that the competition Apparel, Footwear, and Accessories are supplied by National Head Coach of the Year - $10,000 National Championship - $35,000 Conference Championship - $10,000 EXHIBIT F Under Armour Code of Conduct UNDER ARMOUR SUPPLIER CODE OF CONDUCT VALUES: Under Armour was founded on the following core values: Innovation, Inspiration, Reliability and Integrity. Consistent with these values, we seek to do business with suppliers and their subcontractors that adhere to these practices, follow established work place practices and comply with our Code of Conduct (the Code"). Under Armour suppliers’ and their subcontractors’ must deal with their employees in a legal, ethical and equitable manner. Under Armour seeks to do business with suppliers’ and subcontractors’ that comply with the Jaws of the United States, the countries in which Under Armour products are produced, distributed, bought and sold, and the Code. Any violation of these laws or the Code may be viewed as a breach of the Manufacturing ‘Agreement and could lead to the termination of the business relationship between Under Amour and the supplier. FORCED LABOR: Under Armour will not purchase products or components thereof from suppliers that use forced labor, whether in the form of prison labor, indentured labor or bonded labor, or otherwise, or permit their suppliers to do so. CHILD LABOR: Under Armour will not purchase products or components thereof manufactured by persons younger than 15 years of age, or younger than the age of completing compulsory education in the country of ‘manufacture where such age is higher than 15. HARASSMENT OR ABUSE: Under Armour suppliers and their subcontractors must treat their employees with respect and dignity. No employee shall be subject to physical, sexual, psychological or verbal harassment or abuse, NONDISCRIMINATION: Under Armour suppliers and subcontractors shall not subject any person to discrimination in employment, including hiring, salary, benefits, advancement, discipline, termination or retirement, on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin. HEALTH AND SAFETY: Under Armour suppliers and their subcontractors must provide their employees with a safe and healthy working environment to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of employer facilities. Employers must fully comply with all applicable workplace conditions, safety and environmental laws and regulations. Where residential housing is provided to their employees, suppliers and their subcontractors must censure that such housing is safe and healthy. FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING: Under Armour suppliers and their subcontractors shall recognize and respect the right of employees to freedom of association and collective bargaining. WAGES AND BEENFITS: Under Armour suppliers and their subcontractors recognize that wages are essential to meeting employees! basic needs. Under Armour suppliers and subcontractors shall pay employees, as a floor, at least the minimum wage required by local law or the prevailing industry wage, whichever is higher, regardless of whether they pay by the piece or by the hour, and shall provide legally mandated benefits. HOURS OF WORK: Except in extraordinary business circumstances, Under Armour suppliers and their subcontractors (i) shall not require their employees to work more than the lesser or (a) 48 hours per week and 12 hours of overtime or (b) the limits on regular and overtime hours allowed by the law of the country of manufacture or, where the laws of such country do not limit the hours of work, the regular work week in such country plus 12 hours overtime and (ii) be entitled to one day off in every seven day period. Under Armour suppliers and subcontractors must inform their workers at the time of their hiring if mandatory overtime is a condition of their employment. Under Armour suppliers and subcontractors shall not compel their workers to work excessive overtime hours. OVERTIME COMPENSATION: In addition to their compensation for regular hours of work, Under Armour suppliers’ and their subcontractors’ employees shall be compensated for overtime hours at such premium rate as is legally required in the country of manufacture, or in countries where such laws do not exist, at a rate at least equal to their regular hourly compensation rate. ENVIRONMENT: Under Armour suppliers and their subcontractors will comply with all environmental rules, regulations and standards applicable to their operations. LEGAL AND ETHICAL BUSINESS PRACTICES: Under Armour suppliers and their subcontractors must fully comply with all applicable local, state, federal, national and international, laws, rules and regulations including, but not limited to, those relating to child labor, wages, hours, labor, health and safety, and immigration. Under Armour suppliers and their subcontractors must be ethical in their business practices. Any company that determines to adopt the Workplace Code of Conduct shall, in addition to complying with all applicable laws of the country of manufacture, comply with and support the Workplace Code of Conduct in accordance with the attached Principles of Monitoring and shall apply the higher standard in cases of differences or conflicts. Any Company that determines to adopt the Workplace Code of Conduct also Shall require its licensees and contractors and, in the case of a retailer, its suppliers to comply with applicable local laws and with this Code in accordance with the attached Principles of Monitoring and to apply the higher standard in cases of differences or conflicts. EXHIBIT G Third Party Agreements Wilson ~ Softball equipment Easton — Baseball equipment Arena ~ Swimwear and swim equipment Acushnet — Golf equipment

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