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FOOTBALL GAME AGREEMENT (Non-Conference Game) THIS FOOTBALL GAME AGREEMENT (“Agreement”) is made and entered into as of the AB day of February, 2014, by and between the University of South Carolina (“HOME TEAM) and East Carolina University ("VISITING TEAM”). WITNESSETH: WHEREAS, the parties hereto desire to enter into this Agreement to compete in one or more intercollegiate varsity football games (as set forth herein) for the mutual benefit of the parties and in order to promote athletics competition and schoo! spirit; NOW THEREFORE, in contemplation of the relationship to be established between the parties and in consideration of the mutual covenants and conditions contained herein, the pat mutually agree as follows: 2, 4 5. GAME. The parties hereto agree that their respective intercollegiate varsity football teams shall participate in a football game in Columbia, South Carolina, on September 6, 2014 ("Game"). The time of the Game shall be determined by the HOME TEAM. GOVERNANCE, The Game shall be governed in all respects, including the eligibility of the players, by the rules and regulations of the National Collegiate Athletic Association ("NCAA"), the individual institutions, and the intercollegiate athletic conferences to which each party is a member. COMPENSATION. The HOME TEAM agrees to pay the VISITING TEAM, as full and complete compensation for participating in the Game, the fixed sum of One Million Two Hundred Thousand Dollars ($1,200,000.00). Payment shall be made on or before January 32, 2015. TICKET PRICES. Ticket prices to the Game shall be set by the HOME TEAM. TICKET ALLOCATION. The VISITING TEAM shall be allocated Four Thousand Six Hundred (4,600) tickets for sale to its followers, including band members. The VISITING TEAM shall return any unsold tickets to the HOME TEAM not later than thirty (30) days prior to the Game. The value (ticket price) of any unreturned tickets will be deducted from the guaranteed compensation to be paid the VISITING TEAM as set forth in Paragraph 3 herein. COMPLIMENTARY TICKETS. The HOME TEAM shall provide the VISITING TEAM with Four Hundred (400) complimentary tickets. CHEERLEADERS AND MASCOT. The cheerleaders and mascot of each team shall be admitted free of charge, provided they are in uniform. SIDELINE PASSES, The VISITING TEAM shall be allotted 2 maximum of sixty (60) sideline passes for the use of coaches, trainers and working personnel only. Sideline passes must be worn by all personnel with the exception of varsity players in uniform. All VISITING TEAM sideline passes will be restricted to the VISITING TEAM area located between the twenty-five yard lines of the football field. RADIO, TELEVISION AND OTHER BROADCAST RIGHTS. (@) Radio Rights. The HOME TEAM (or its athletic conference} for each Game owns and retains, and is entitled to retain all revenues derived therefrom, all rights to create and distribute live or delayed audio-only coverage of such Game, provided that the VISITING TEAM may create and distribute, on 2 non-exclusive basis, and retain the revenues derived therefrom, its own audio-only full-game account of the Game for distribution by the VISITING TEAM's regular season radio broadcasting network via terrestrial radio, satellite radio, internet and other digitally distributed means. The HOME TEAM for each Game shall provide to the VISITING TEAM one radio outlet location for the aforementioned broadcast. {b) Television and Other Distribution Rights. Except for the radio rights described in Paragraph 9(a) above, the HOME TEAM (or its athletic conference) for each Game exclusively owns and retains, and is entitled to retain all revenues derived therefrom, ail rights to televise or otherwise distribute audio, video or audiovisual coverage of such Game and any and all portions of such Game (whether live or delayed and including re- airs and highlights) throughout the universe by any and all means, uses, and media now known or hereafter developed. If and to the extent the VISITING TEAM has or will have any such rights, the VISITING TEAM irrevocably assigns, conveys, and transfers all of such rights to the HOME TEAM (or its athletic conference) in perpetuity. Notwithstanding the foregoing, the HOME TEAM for each Game hereby grants the VISITING TEAM (and its athletic conference) the non-exclusive rights to: ()) use from the initial telecast or other audiovisual distribution of the Game authorized by the HOME TEAM or its athletic conference (the “Game Broadcast”), after the conclusion of such Game Broadcast, up to two (2) minutes of highlights of each Game on the VISITING TEAM's or its athletic conference's respective owned, branded or co-branded platforms, including without limitation any branded cable television network, official website and official mobile/tablet application of the VISITING TEAM or its athletic conference; (ii) use from the Game Broadcast, after the conclusion of such Game Broadcast, up to four (4) minutes of highlights of each Game in coach’s shows distributed on behalf of the VISITING TEAM: and 20. 2 (ili) create and distribute coach's films of each Game for use solely by the VISITING TEAM, professional sports leagues and other colleges and universities for coaching and scouting purposes. The HOME TEAM warrants to the VISITING TEAM and its athletic conference that the HOME TEAM has obtained the right to license the use of the Game Broadcast as described above. The VISITING TEAM acknowledges that the Game Broadcast may contain individual or intellectual property elements (e.g. music) that are controlled by a third-party other than the producer of the Game Broadcast and that the VISITING TEAM {and its athletic conference) shall be solely responsible for obtaining all necessary clearances in conection with its distribution of the highlights described above. (c} Other Rights. The VISITING TEAM for each Game hereby authorizes the HOME TEAM (and its athletic conference) to use (and to authorize each entity effecting or facilitating the Game Broadcast to use) the trademarks and logos of the VISITING TEAM and the names and likenesses of the VISITING TEAM’s individual players, participants and coaches to promote and publicize such Game and the participating teams and institutions, provided that such trademarks, logos, names and likenesses must not be used as an endorsement of any product or service or in connection with any political cause or candidate, or in any manner prohibited by applicable NCAA rules and regulations. The VISITING TEAM for each Game warrants to the HOME TEAM and its athletic conference that the VISITING TEAM has obtained (i) the consent of the individual players, participants and coaches of the VISITING TEAM to participate in such Game with the knowiedge that it will be televised or otherwise distributed (on a live and delayed basis) in various media, and (ii) the right to license the use of the names and nesses of individual players, participants, and coaches for the purposes set forth in this Paragraph 9(c). (d) Controlling Language. To the extent that this Paragraph 9 conflicts or is inconsistent with any other language or provision in this Agreement, the terms and content of this Paragraph 9 shall control and supersede any other such language or provision. MEDIA CREDENTIALS. The HOME TEAM shall control and be responsible for issuing media credentials to appropriate members of the media and members of the HOME ‘TEAM's and the VISITING TEAM's media relations department. PROGRAM AND CONCESSION RIGHTS. The HOME TEAM shall have all program and concession rights associated with the Game. GAME OFFICIALS. Officials for the Game shall be assigned by the Southeastern Conference. The HOME TEAM shall be responsible for paying the game officials. 23. 14. 15. 16. FORCE MAJEURE. In the event of fire, flood, hurricane, tornado, earthquake, war, invasion, hostilities, rebellion, insurrection, confiscation by order of the government, military or public authority, or other act or declaration by any governmental or regulatory authority having jurisdiction over the parties hereto, including the NCAA or the respective athletic conferences of the parties, making it impossible or impractical to play the Game, both parties shall be relieved of any and all obligations under this, Agreement as to such Game. CANCELLATION; LIQUIDATED DAMAGES. (a) tis agreed by both parties that in the event either party cancels the Game or falls to appear at the Game, such action shall constitute a material breach of Paragraph 1 of this Agreement for which actual damages would be of an uncertain amount and difficult to determine. In such event, it is understood and agreed that the breaching party shall pay the non-breaching party liquidated damages in the sum of One Million Dollars ($1,000,000.00) unless such cancellation or failure to appear shall be by mutual written consent, in which case the obligations of the parties as to such Game shall be ‘ull and void. Liquidated damages shall be paid in lump sum not later than January 15 following the scheduled date of the Game. (b) _Itis understood and agreed that (i) cancellation of the Game or failure to appear at the Game shall not affect the obligations of the parties to participate in such ‘additional football games ("Additional Games") as may be set forth in Addendum #1 attached to this Agreement and incorporated herein, and (i) as to such Additional Games, the terms and conditions of this Agreement and Addendum #1 shall remain in full force and effect. NON-ASSIGNMENT. Neither party to this Agreement shall have the right to assign or otherwise transfer any obligation or responsibility arising hereunder without the prior written consent of the other party. ADDITIONAL GAMES. In addition to the Game described in Paragraph 1 herein, the Parties agree to participate in such Additional Games as may be set forth in Addendum #1 attached to this Agreement and incorporated herein. The parties further agree that {as to each such Additional Game, the rights and responsibilities of the designated HOME TEAM and the designated VISITING TEAM shall be governed by and subject to the terms and conditions of this Agreement except as expressly set forth in Addendum 2. 7. ENTIRE AGREEMENT. This Agreement and Addendum #1 hereto constitute the sole and complete agreement by and between the University of South Carolina and East Carolina University to participate in intercollegiate football competition, superseding any and alt previous agreements between the parties, both oral and written, including but not limited to that certain Non-Conference Footbali Contract dated May 31, 2007. The Parties further acknowledge that any and all such previous agreements between the Parties to participate in intercollegiate football competition are hereby declared null and void, and the parties are relinquished from any and all liability and responsibility thereunder. IN WITNESS WHEREOF, the authorized representatives of the parties have affixed their hands and seals hereto. EAST CAROLINA UNIVERSITY Bs pher Director of Athletics Director of Athletics duly ¢efy Date Date ADDENDUM #1 ADDITIONAL FOCTBALL GAMES With respect to the Additional Football Games, the following provisions shall apply: i. ADDITIONAL GAMES. Pursuant to Paragraph 16 of the Agreement, the parties agree to Participate in the following additional football games ("Additional Games”) to be played on the dates and at the locations indicated: DATE LOCATION TEAM VISITING TEAM A. 2016 season Columbia, SC usc ECU B. 2019 season Greenville, NC ecu use C. “2020 season Columbia, SC usc ecu D. 42021 season Greenville, NC ECU usc Ml. COMPENSATION FOR ADDITIONAL GAMES. Paragraph 3 of the Agreement is amended to read as follows: The HOME TEAM agrees to pay the VISITING TEAM, as full and complete ‘compensation for participating in the designated Additional Game, the following fixed sum: 2016 game: $850,000 2019 game: $250,000 2020 game: $300,000 2021.game: $300,000 poe> Payment shall be made on or before January 15 following each such Additional Game. Il GAME OFFICIALS FOR ADDITIONAL GAMES. Paragraph 12 of the Agreement is ‘amended to read as follows: The VISITING TEAM in each Additional Game shall designate the game officials for such game and shall be responsible for paying the game officials. 1V, CANCELLATION; LIQUIDATED DAMAGES. Peragraph 14 of the Agreement is amended to read as follows: A. With respect to each Additional Game set forth in this Addendum #1, in the event either party cancels the Additional Game or falls to appear at the Additional Game, such action shall constitute a material breach of Paragraph 16 of this Agreement for which actual damages would be of an uncertain amount and difficult to determine. In such event, it is understood and agreed that the breaching party shall pay the non-breaching party liquidated damages in the sum of One Million Dollars ($1,000,000.00) unless such cancellation or failure to appear shall be by mutual written consent, in which case the obligations of the parties as to such Additional Game shall be null and void. Liquidated damages shall be paid in lump sum not later than January 15 following the scheduled date of the Additional Game. 6 B. it is understood and agreed that (i) cancellation of an Additional Game or failure to appear at an Additional Game shall not affect the obligations of the parties to participate in all other Additional Games set forth in this Addendum #1, and (ii) as to such other Additional Games, the terms and conditions of this Agreement and Addendum #1 shall remain in full force and effect. V. FULL FORCE AND EFFECT OF AGREEMENT. The parties agree that each Additional Game set forth in this Addendum #1, and the rights and responsibilities of the designated HOME TEAM and the designated VISITING TEAM in each Additional Game, shall be governed by and subject to the terms and conditions of the Agreement except as expressly set forth in this Addendum #1. EAST CAROLINA UNIVERSITY Director of Athletics thel: Date Date AGREEMENT ADDENDUM #2 February 2, 2018 Mr. Jeff Compher Ward Sports Medicine Building 1 Ficklen Drive Mail Stop 158 Greenville, NC27858 Dear Mr. Compher: Please allow this letter to serve as an Addendum to our previous Agreement signed on April 4, 2014 relating to the football games between East Carolina University and the University of South Carolina, We request the following change: ted as “2020 Season” will now be played on + The date of the game previously September 12, 2020. © The date of the game previously listed as "2021 Season” will now be played on September 11, 2021. Please attach this letter to the present contract and Addendum’s for future reference. Also, indicate your acceptance by signing below, retain one copy for your file, and return one copy to me at your earliest convenience Thank you for your assistance Sincerely, HQ 2.0802. Charles Waddell Deputy Athletics Director By signing below, wezacknowledge the above amendment to the contract agreement. mpher Date East Carolina University D. Ray Tanker, Jr University of South,

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