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AMENDMENTTOFOOTBALLGAMEAGREEMENT

FLORIDA STATE UNIVERSITY ATHLETICS DEPARTMENT

This Amendment to Football Game Agreement ("Amendment"), effective March 17, 2021 ,
is entered into by and between THE FLORIDA STATE UNIVERSITY BOARD OF TRUSTEES,
a public body corporate of the State of Florida, for and on behalf of its Interco11egiate Football
Program ("Florida State University" or " FSU") and the UNIVERSITY OF MEMPHIS
("Memphis").

WHEREAS, FSU and Memphis entered into a Football Game Agreement ("Game
Agreement") to play a college football game ("Game") on August 31 , 2024; and

WHEREAS, FSU and Memphis desire to amend the Game Agreement by rescheduling
the date of the Game to September 14, 2024;

NOW THEREFORE, in consideration of the mutual promises and covenants contained


herein and other good and valuable consideration, the parties, intending to be legally bound,
agree to amend the Game Agreement as follows:

I . Amendment to Paragraph 2 of the Game Agreement: Paragraph 2 of the Game Agreement is


deleted in its entirety and replaced with the following:

2. Event: The parties shall cause their Football Bowl Subdivision ("FBS") varsity football teams to
participate in the Game against each other in accordance with the terms of this Agreement. The
Game shall be played on the date and at the location set forth below:

DAY DATE TIME LOCATION


SATURDAY September 14, 2024 TBD TALLAHASSEE, FL

In witness thereof, and intending to be legally bound, this Agreement has been duly
executed by the authorized representatives of each of the parties hereto on the respective dates
specified below.

THE FLORJDA STA TE UNIVERSITY UNIVERSITY OF MEMPHIS


BOARD OF TRUSTEES

, I
David Coburn Date
Director of Athletics

2 ( /"'Aft.t'l::>Z,,\ I
Craig D. . tiler Date
Associate General Counsel
Florida State University
FOOTBALL GAME AGREEMENT
FLORIDA STATE UNIVERSITY ATHLETICS DEPARTMENT

This Football Game Agreement ("Agreement") is entered into by and between THE FLORIDA
STATE UNIVERSITY BOARD OF TRUSTEES, a public body corporate of the State of Florida,
for and on behalf of its Intercollegiate Football Program and the UNIVERSITY OF MEMPHIS.

In consideration of the mutual promises and covenants contained herein and other good and
valuable consideration, the parties, intending to be legally bound, agree as follows:

1. Purpose: The purpose of this Agreement is to confirm the arrangements and conditions for
playing a football game ("Game") between Florida State University ("Home Team") and the
University of Memphis ("Visiting Team").

2. Event: The pmiies shall cause their Football Bowl Subdivision ("FBS") varsity football teams
to pmiicipate in the Game against each other in accordance with the terms of this Agreement.
The Game shall be played on the date and at the location set fo1ih below:

DAY DATE TIME LOCATION


SATURDAY AUGUST 31, 2024 TBD TALLAHASSEE, FL

3. Rules: The Game shall be governed by the rules and regulations of the National Collegiate
Athletic Association ("NCAA"), the applicable conference, and the institutional rules of the
Home Team as then in effect at the time of the Game.

4. Eligibility of Team Members: The eligibility of all players to participate in the Game shall be
governed by the rules and regulations of the NCAA and the applicable conference and
institutional rules of each party as then in effect at the time of the Game.

5. Game Officials: On-field and replay officials (collectively, "Officials") for the Game shall be
assigned, and paid, by the Atlantic Coast Conference.

6. Compensation of Visiting Team: The Home Team shall pay the Visiting Team the fixed sum
of One Million Three Hundred Thousand Dollars ($1,300,000.00) to be paid on or before
February 15, 2025. Except for this fee, the Visiting Team shall be entitled to no other or
additional payments from the Home Team in connection with the Game.

7. Tickets: Ticket prices shall be set by the Home Team. The Home Team shall provide to the
Visiting Team one thousand (1,000) complimentary tickets for the Game. In addition, at the
same time, the Visiting Team shall have the option of taking on consignment for sale tickets
from the Home Team for the Game ("Consigned Tickets"). The amount of Consigned Tickets
available for sale by the Visiting Team shall be mutually agreed to by the parties.

The Visiting Team shall return all unsold Consigned Tickets to the Home Team in sufficient
time to permit their sale by the Home Team prior to the Game. At the same time, the Visiting
Team shall remit to the Home Team payment equal to the aggregate face value of the
Consigned Tickets sold or distributed by the Visiting Team, or otherwise not timely returned
to the Home Team as described in this section 7. Additionally, the parties agree that:

a. As of the July 1 immediately prior to the date of the Game, the Visiting Team shall
retain no more than five hundred (500) unsold Consigned Tickets from the original
allotment received from the Home Team. The remainder shall be returned via
overnight mail to the Home Team; and

b. As of two weeks prior to the date of the Game, the Visiting Team shall retain no
more than two hundred (200) unsold Consignment Tickets from the original
allotment received from the Home Team. The remainder shall be retuned via
overnight mail to the Home Team.

The Visiting Team shall conduct all sales of Consigned Tickets in compliance with applicable
federal, state, and local law.

Cheerleaders and mascots for each institution shall be admitted to the Game without charge
when in uniform. However, seating for the Visiting Team's band (which shall be in a
contiguous blocked location) may be used from the 1,000 complimentary tickets provided or
shall be purchased from the Consigned Tickets allotment.

Additionally, the Visiting Team shall be provided: (i) use of one (1) stadium suite, the location
of which shall be determined by the Home Team; (ii) parking passes in an amount to be
determined by the Home Team; and (iii) sixty (60) team bench area passes (or the maximum
number permissible by NCAA guidelines at the time of the Game). All such team bench area
passes shall be subject to the requirements set forth in the NCAA football playing rules and
distributed in accordance with the Home Team's operational guidelines and policies. Assigned
Visiting Team personnel shall wear team bench area passes at all applicable times.

8. Radio Rights: The Visiting Team shall be allowed one (1) free radio outlet for a live radio
broadcast and shall retain the revenue from such broadcast. The Visiting Team's radio outlet
will be responsible for ordering and the payment of all telephone and broadcast lines incidental
to their broadcast. Except to the extent expressly described in this section 8 to the contrary, the
Home Team shall retain the sole authority to make arrangements for all other radio, including
without limitation terrestrial radio, satellite radio, and/or other audio-only broadcasts of the
Game and to retain the entire revenue derived therefrom. There shall be no sharing of radio
revenue related to the Game between the parties hereto.

9. Television and Other Media Rights: Television and other media rights will be governed by the
Home Team and or its athletics conference as follows:

a. Telecast
The parties understand and hereby acknowledge that the Home Team and/or its
athletics conference has entered into, or may enter into, contractual arrangements
for the Game with a broadcast partner(s) for the sale of Telecast Rights or for a
syndicated series of games for national or regional Telecast. The Home Team (or

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its applicable athletics conference) shall have the exclusive right to contract for the
live, delayed, re-aired and other Telecast of the Game. "Telecast" is defined as any
distribution, transmission, display, exhibition, projection, duplication, performing
of licensing of audiovisual works by which audio and visual material are combined
in any media or technology now known or hereafter created (whether analog,
digital, or other means) capable of simultaneous receipt by consumers, including,
without limitation, over-the-air terrestrial broadcast, cable, MMDS, satellite, high-
definition, subscription broadcast (STV), pay-per-view, video-on-demand,
enhanced or interactive television, whether on a free subscription or pay basis,
including the re-transmission of any such works. "Telecast Rights" are defined as
all rights to distribute, transmit, display, project, duplicate, perform, create
derivative works of, or license visual or audiovisual material in any and all media
and means of distribution whatsoever, whether now existing or developed in the
future, including all Telecast media whatsoever (including, for the sake of clarity
and not limitation, terrestrial broadcast, cable, satellite, high-definition, pay-per-
view and video-on-demand), the Internet and any other form of computer
distribution, all forms of enhanced television or interactive media, home video,
DCD, distribution to mobile platforms (including, without limitation, PDAs and
mobile telephones) and all other fmms of new media. The Visiting Team is
responsible for ensuring that its affiliated conference and network partners (or other
applicable governing entity) understand and agree to the media terms and
conditions set forth in this section. The Home Team shall retain all Telecast Rights
fees for the Game.

b. Internet
The Home Team or its athletics conference has the exclusive right to distribute any
and every audio and/or video internet broadcast of the Game. Accordingly, the
Visiting Team for the Game may not distribute an audio and/or video internet
broadcast of the Game without the express written permission of the Home Team.

c. General
(1) Notwithstanding anything contained herein to the contrary, each party shall
have the right to produce films, video tapes, and/or audio-video tapes of the
Game for use (which use, in the case of the Visiting Team, shall consist only of
clips of eight minutes (8:00) duration or less) in coach's, highlights, and
athletics department shows, any or all of which may be distributed locally,
regionally, and/or nationally. Each party may retain all revenue it may receive
from such uses. Any and all other uses of such films, video, and/or audio-video
tapes by the Visiting Team (other than solely institutional, non-commercial
purposes) shall be prohibited without the prior written consent of the Home
Team, the Home Team's athletics conference, and media partners of both the
Home Team and the Home Team's athletics conference. The Home Team's use
of such films, video tapes, and/or audio-video tapes it produces shall be
governed by the ACC Multi-Media Guidelines.

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(2) The Home Team shall provide reasonable facilities and production
accommodations for the origination of programs described herein. The Visiting
Team shall be responsible for any additional costs associated with the
production of programs permitted hereunder.

(3) Each party shall be solely responsible for payment of any assessments due its
own conference or other governing body.

10. Game Operations; Concessions; Parking; Program; and Other Revenue: The Home Team shall
manage the Game and shall be responsible for arranging and conducting the ticket sales,
advertising, and other details of such Game. Except as expressly provided herein, the Home
Team shall, at its sole expense, provide the field, ushers, box office personnel, and all such
other facilities and personnel typically associated with an intercollegiate football game. The
Home Team shall have at least one (1) medical doctor and ambulance with emergency
personnel at the Game site immediately before, during, and after the Game. As between the
parties hereto, the Home Team shall have the exclusive right to sell game programs and to
operate concessions and parking related to the Game. Except to the extent expressly described
in this Agreement to the contrary, any and all revenues from the Game, game program sales,
game concessions and parking, and other game-related operations and activities shall be the
sole property of the Home Team.

11. Arrival of Teams: The teams shall present themselves at the site of the Game, prepared to play,
at least thirty (30) minutes before the time advertised as the starting time for the Game.

12. Exclusivities: To the extent commercially reasonable and then customary in intercollegiate
football games, the Visiting Team shall honor and abide by all of the Home Team's obligations
and commitments to sponsors and suppliers, including but not limited to exclusivity
arrangements entered into between the Home Team and third parties regarding items to be
utilized, made available, offered, sold, acknowledged, or associated with the Home Team and
its home game facility. The foregoing notwithstanding, the Visiting Team shall be permitted
to use any and all product and equipment on its sidelines of the football field that are normally
used by it on its home field sidelines, and in conjunction with such use, may display the product
or equipment name, logo, image, slogan, or identifying marks in a safe and responsible manner.
In addition, game personnel of the Visiting Team (coaches, players, trainers, equipment
managers, etc.) who must be on the field or sidelines will be permitted to wear any brand name
clothing or equipment and to display any product or equipment name, logo, image, slogan, or
identifying marks as are customary of it on its home field.

13. Impossibility: If, prior to the start of the Game, it becomes impossible to play the Game for
reasons of power failure, strikes, severe weather conditions, riots, wars, or other unforeseen
catastrophes or disasters or circumstances beyond the control of a party hereto, the Game shall
be canceled, and neither party hereto shall be responsible to the other for any related loss or
damage. Cancellation of the Game solely under this section 13 shall not be deemed a breach
of this Agreement, and sections 14 and 15 below shall not apply. Notice of such a catastrophe
or disaster shall be given as soon as reasonably possible. The punishment or sanctioning of a
party by the NCAA or its relevant athletics conference shall not be considered "beyond the

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control" of the sanctioned party and shall not relieve the sanctioned party of its obligations,
including financial obligations, hereunder.

14. Breach: In the event that a party fails to meet the criteria established by the NCAA for FBS
membership in effect at the time of the Game or fails to play the Game (other than as expressly
described in section 13, above), the failure will be considered a breach of this Agreement by
such party and section 15, below, shall apply.

15. Damages: It is agreed by the parties hereto that the actual damages that might be sustained by
reason of the failure of a party to meet the criteria established by the NCAA for FBS
membership in effect at the time of the Game or to participate in the Game (other than as
expressly described in section 13, above) are uncertain and would be difficult to ascertain. It
is further agreed that if a party to this Agreement should breach this Agreement by failing to
meet the criteria established by the NCAA for FBS membership in effect at the time of the
Game or by failing to participate in the Game set forth herein, the sum of One Million Dollars
($1,000,000.00) would be reasonable and just compensation for said breach, and the breaching
party hereby promises to pay such sum to the non-breaching party as liquidated damages, and
not as a penalty, in the event of such material breach. In such case, the said payment shall be
the sole and exclusive remedy of the non-breaching party. Such payment shall be due within
sixty (60) days of the breach and shall be paid regardless of whether the non-defaulting party
is able to find a replacement opponent to play on the date which the Game was to be played by
the paiiies.

16. Integration/Amendments: This Agreement is the entire agreement between the parties with
respect to the subject matter hereof and supersedes in all respects all other prior and
contemporaneous understandings and agreements, whether written or oral. No amendment to
this Agreement shall be valid unless reduced to writing and signed by duly authorized
representatives of both paiiies hereto.

17. Interpretation: No provision of this Agreement shall be construed against or interpreted to the
disadvantage of any party by reason or any party having, or being deemed to have, drafted or
dictated such provision. Further, the headings/section titles of this Agreement are for
convenience of reference only and shall not in any way be utilized to construe or interpret the
agreement of the parties as otherwise set forth herein.

18. Waiver: The failure at any time of any party to demand strict performance of another party of
any of the terms, covenants, or conditions set forth in this Agreement shall not be construed as
a waiver or relinquishment thereof, and any party may at any time demand strict and complete
performance of any other party of such terms, covenants, and conditions.

19. Severability: The unenforceability or invalidity of any provision of this Agreement shall not
affect any other provision of this Agreement and this Agreement shall continue in full force
and effect and be construed as if such provision had not been included.

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20. Notices: Any notice to either party hereunder must be in signed by the party giving it, and shall
be delivered by hand or by overnight courier or by U.S. Postal Service, certified mail, and
addressed as follows:

To FSU: Director of Athletics


Florida State University
403 Stadium Drive West
Tallahassee, FL 32306

To UM: Director of Athletics


University of Memphis
Athletics Office Building
570 N01mal Street, Suite 139
Memphis, TN 38152

21. Assignment: Neither this Agreement, nor any portion thereof, may be assigned by either party
hereto without the prior written consent of the non-assigning party.

In witness thereof, and intending to be legally bound, this Agreement has been duly executed by
the authorized representatives of each of the parties hereto on the respective dates specified below.

THE FLORIDA STATE UNIVERSITY UNIVERSITY OF MEMPHIS


BOARD OF TRUSTEES

By: By:

5/14/2020

David Coburn Date Laird Veatch Date


Director of Athletics Director of Athletics

APPROVED

Office
By:,_~ ___,~"-----
Craig D. Miller
Associate General Counsel
Date: l~ ,-Alf,'( "JA//f)

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