DDocuSign Envelope 10: 4C182863-4080-4017.9802-8298CA774DAF AGREEMENT “This agreement (the “Agreement") is entered into by and berween the Regents ofthe University of Michigan,» constinations) corporation, on behalf of ts Athlete Deparment ("Michigan or “Home Team) and The Board of Regt Higher Education Board on behalf ofthe University of Nevade, Las Vegas, tbl Department (°UNL 4 of the Nevada System of or “Visiting Team’). Purpose: The purpose ofthis Agreement isto confirm the acrangements and conditions by which Michigan and UNLV will gompete ina single game of intercollegiate fool o be played on the following date and location: Date Location i ‘992023, Michigan Stadium Michigan UNLY ‘Ann Arbor, MI Officials: The conference of which Michigans © member, currently the Big Ten Conference (“BTC”), shall appoint officials, including instantreplay, fr the gare and Flome Team shall pay for said officials. [Eligibiity: The game played pursuant to this Agreement shall be goveraed by the rules ofthe National Collegiate Athete “Assoclation (NCAA) it effect on the date of the game. Te eligibility of players to participate ia the game shall be ‘etesmined by the rules ofthe NCAA, applicable conference(s), and respective teams, in effect onthe date of the game. Game Management: All responsibility for and costs of conducting, managing, and promoting the game shall be borne by Home Team, except thatthe Visiting Team stall be responsible forts own travel expenses. Home Team shall retain all revenue associated with the game it host, including gate revenue, unless otherwise set fort inthis Agreement Guarantee: Michigan shall pay UNLY $1,800,000 on or before Febroary 1, 2024, following the game (the “Guarantee “Amount”, Except as otherwise stated herein, if ether teazs fil to appear forthe scheduled game, that eam shall pay to the other tam as igquidated damages, and not as 2 penalty, the amount of $1,800,000, within ten (10) days after the Scheduled game date: provided that ithe cancelling eam is the Home Team, the payment of liquidated damages to Visiting ‘Team shal bein lien of und not in addition to the Guarantee Amount, Ifthe cancelling team is Visiting Team, that team shall forfeit and not be entitled to receive the Guarantee Armount set forth inthe first sentence of this paragraph. The payment of liquidated damages by cithcr team pursuant to this Article 5 isin Hew of any and all other legal remedies or Equitable relief to which te other team would be entitled as result of cancelation of the scheduled game. No liquidated ‘lanages shall be pad i the parties mutually agree in wring to cancel or reschedule the scheduled game. Any change in the dee ofa game to be played under this Agreement shall require the consent of she Visiting Tetm, which consent shall not be unzeasonably withheld, Cancellation: No Guarantee Amount oF liquidated damages related vo the scheduled game shall be ped 0 either partyin the event it bovomes impossible to play the scheduled garne in the reasonable discretion of the Home Toam because of inclement weuther, including, but no limited to blizzards, torsoes, and luericanes: or iit becomes inipossble to play the schedaled game due to an act of God: srke; lockout cr other labor dispute; cravel disruption; any decision, order aw, rule of regulation of the NCAA or applicable Conference, or anyother federal, state or municipal agency or official an {rowase in the number of annual conference games requied by either pany"s conference, provided that notice of such increase is given wo the other party at last three years prior tothe atfected game scheduled by this agreement: or the ‘Qccurrence of any eter material event that is beyond th: reasonable control of a party. In addition, if citer team is prohibited from appearing on television by ths NCAA or the team's respective governing conferene, then either team shall hve the right to cancel any game covered by such sanction. ‘Television; Visiting Team acknowledges aul agrees tat (a) all rights to telecast or distribute (live or delayed, whole or condensed, including highlights) troughout the universe, in ony and all markets, i any and all languages and via any and Sil forms of media and znethods of distribution and dissibution technology. Micinigan home football games have been ‘ssignad by Michiganto its conference, which in tun has enseted into agreements with certain third parties for the telecast tr distribution of sich games, (b) Michigan has no ability to grant to Visiting Team any rights forthe elecast oF Siatabution of games played pursuant to this Agreement at Michigan, and (c) the Big Ten shall have the exclusive ight to retninall revenues desived from the telecast or disiribution ofthe game played pursuant to this Agreement. UNLV ldcknowledges and agrecs that Michigan shall hae the exclusive right to enter Ino agreements with respect lo telecast oF ‘Gismnbution ofthe game played pursuant to this Agreement and 10 rein all revenues therefrom, Notwithstanding the foregoing te respective cigs, f any, of Michigan and UNLV with respect tothe telecast or distribution of games played Durnin to this Agreement in which Uy are the visting football tea (and revenues derived therefrom) sll be govemed by a separate agreement between the Big Ten and UNIV forthe game, which separate agreement stall ove certain apes of any football games played between the member insntion ofthe Big Ten and UNL. provided, that i the Page of‘DosuSign Envelope ID: 4C1628E9-ADSD-4617-9802-8290CATTADAF 10. absence of any such separate agreement, the terms of this Agreement shall control “The scheduled sar for each game is determined by Home Team and may be changed up 0 six (6) days in advance to ‘roornmodate television schedules with the prior consent ofthe Visiting Team which shall not be unreasonably withheld, ‘Media timeout formats ate determined by the Hoe Team’s Conference or itititional branded network; the Home ‘Team's Conference o¢ institutional branded network skal be responsible fr providing the television liaison (redhat). ‘Use of Game Video: Visiting Team shall have the right to produce films and/or videotapes ofthe garme played pursuant 1o this Agreement for cosching purposes and for use in coaches’ shows all access programs, news and information programs fr season highlight presentations only and for no other purpose. Such films andor videotapes may nat be replayed, used or ‘therwise distributed by Visiting Team to any other person other than the incorporation of up to eight minutes (8:00) of Highlights ofthe game as par ofa coache’ show. all acess program, ews and information program, or sason highlight presenation. Notwithstanding the foregoing. any use of game footage by Visiting Team shall comply with the applicable ework contract of Michigan or conterence of Which Michigan is a member, and the rules and regulations of such Penference; upon UNLV's request, ether Michigan ots conference (as requested by Michigan) shall timely inform UNLV Of the relevant equiremens pertaining to usage of game footage. Michigan agrees to provide reasonable facilities or such ameras as may be reasonably required by the Visiting Team 1 produce ims and/or videotapes. Any other usage by the isting Team of footage of game{s) played pursuant to this Agreement shall be governed by sepirte agreement between Michigan's conference or institutional branded network and he Vising Tear. All costs involved in Vislting Team producing the video shall he the responsibility ofthe Visiting Team. Placement and coordination ofthe cameras wil be Pipyect tothe rules, regulations and contre} of Michigan's Sports Information Office, In no event shall the Visiting Team, fnverfore with te filming ofthe game by the television network eamera crew or Michigan. Radio: Visiting Team shall designate not more than one (1) oficial radio stations to broadcast the game. Those officiel ‘ations shall be assigned a radio booth at Home Team's stadium and ao charges or fees willbe assigned fo tne broadcast ‘of the game vis radio or the interact by the Visiting Team os oficial stations. Nor shall any charges os fees be assessed ny sition taking a fed from Visiting Team's official stains. An uasponsored broadcast by the Visiing Team's iversity station shal be permitted without charg oF rights fees In no event shall te oficial ations splay any logos, banners or advertisements inside Michigan Stadium. “Tickets: Visiting Team shall receive 400 complimentary tickets tothe yamte ftom Home Team. Visiting Team shall also have th option to purchase from Home Team up 1 30 game tickets atthe single game ticket price. Ving Team shall vive all ensold tickets to Home Team no later than six (9) weeks prior to the scheduled date ofthe ganse, Band members {Chuaxinuin 300), cheerleaders (maximum 12), andl one mascot shall be wed fee of charge, and shall not count against the 3,400 (complimentary plus consignment) tickets antced in this Agreement, nother party shall have the Fight o enter into any fyrezmenis or artangements, oF engage i any conduc, which would diminish dhe commercial vale ofthe live radio froadcast and/or live television telecast of the games unless it obtains prior writen permission ofthe other party bb. Tacheadings use inthis Agreement are for convenience only and shall not atfect the interpretation of the Agreement. c. By executing this Agreement, the undersigned parties epresent and warrant tha they are each authorized to act on behalf of the respective educational insution ils offers, trustees, board members, employees. agents, Servants, affiliates, and successors 4. Allnotices, consents, requests, demands or communications to the respective partis shall be in writing and shall be ‘hfoctive forall purposes upon receipt in the ease of (I) personal delivery: (i) dolivery by messenger or overnight nie, (i) delivery by U.S. first class cenfied or registered mail, postage prepaid; or (iv) transmit by facsimile, to f verified facsimile numberof the other pasty altetion to the Director of Auhieties. fe. This Agreement may not bs assigned in whole or in pan by ether party without the prior writen consent ofthe other panty. f. Noamendment, modifleation, supplement, or waiver of any obligations under this Agreement shall be binding unless Set forth in writing signed by the party against which entoccement is sought. No delay of failure to require performance of ary provision of ais Agreement shall cusuute a waiver ofthat provision as any ler instance Kay waiver granted shall apply solely othe specific insiance expressly sate. Page 20f3‘DocuSign Envelope IO: 4 1828E3-4060-4C17.9802-8206CA7TADAF 8 Each pany shall ssecute und deliver all ssh documents and do all uch sets athe other pany’ may teasonably request, for accomplishing the gapoves ofthis Axteenet fh. Should any provision ofthis Agreement be declared by a court of competent jurisdiction io be all and wid the remgining provisions of his Sgmeement iff emit in tl Tore and effect. ‘This Agreement constituies the entire Auteement between the parties pertaining 16 the matters referenced best and supersedes all prior and contemporaneous agreements J. This Coniret may be enecued in multiple. identical original counterparts, each of which is original, nd ll sid counterparts form only one single contract, and may be exeevied asing electronic means (including DocuSign. Saesble, anc e- mail Kk. The terms and conditions of his Agreement which hy thsi mature are intended 40 survive termination or expttion of this Agreement sh so survive: ‘This agreement, in accordance with its terms and cantons shal imu o the Benefit of and be binding upor the parties their successors and asians. ‘m. The Panies shall comply with tl applicable, kms, rules, and regulations, and he requirements of the NCAA and their espective conterenees inte performance ofthis Agreement ‘In witness thereof. and intending tobe legally bound this Agreement has been duly executed by the authorized representatives af each ‘ofthe parties hereto on the respects dates specified below ‘THE UNIVERSITY OF MICHIGAN ‘Manuel, Direclr of Alblatice THE BOARD OF REGENTS OF THE NEVADA SYSTEM OF HIGHER EDUCATION, ON BEHALF OF THE UNIVERSITY OF NEVADA, LAS VEGAS RECOMMIENI ay sy._C ob Aes Jie 6) Ze 08 Desiree RgatrFrancon, DHBCOrOPAT ti Dae Sond 6/7/2020 By: i Vice President, Business Affairs Date eee By: 6/8/2020 APPROVED AS TO LEGAL FORM: pedi 6/8/2020 By; a rat Coumel Dae APPROVED: othe Gel om Ray Crane Page S003