AMENDMENT

THIS AMENDMENT (the "Amendment') effective as of January 1, 2021 (the "Effective Date") is made
between Bottling Group, LLC, a Delaware limited liability company, and its affiliates and/or respective
subsidiaries collectively comprising of Pepsi Beverages Company with an office located at 1200
Arroyo St., San Fernando, CA 91340 ("Pepsi") and The University Corporation with its principal place
of business at 18111 Northridge Street, Northridge, CA 91330 (the "Customer").

WHEREAS, Pepsi and the Customer are parties to the Sponsorship Agreement commencing on
January 1, 2015 (the "Agreement");

WHEREAS, Customer has been temporarily closed or otherwise limited in their sale of the
Products due to the Covid-19 pandemic;

WHEREAS, the parties wish to amend the Agreement and resolve certain issues between them, subject
to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of these premises and the covenants herein contained, it
is hereby agreed that the Agreement is amended as follows. As used in this Amendment,
capitalized terms defined in the Agreement and not otherwise defined in this Amendment shall have the
respective meanings assigned thereto in the Agreement.

1. Section 7.B. Annual Sponsorship Fees. In Year 7 of the Term (the applicable period January 1,
2021 - December 31, 2021) is hereby deleted in its entirety and replaced with the following:

Customer and Pepsi acknowledge and agree that the Annual Sponsorship Fees for Year 7
for the applicable period, originally scheduled to be paid at Two Hundred Seventy-
Seven Thousand Five Hundred US Dollars ($277,500), shall be revised to Two Hundred Eight
Thousand One Hundred Twenty Five US Dollars ($208,125) payable to Customer within sixty
(60) days after the signing of this Amendment by both parties. The Annual Sponsorship Fees
are earned throughout the Year in which they are paid. In the event of early termination
for any reason other than an uncured material breach by Pepsi pursuant to Section
10(D) herein, the unearned Annual Sponsorship Fees will be repaid to Pepsi pursuant to
the terms of Section 10(D) herein.

In addition to the above, in Year 7 only, Pepsi agrees to calculate the total number of
eligible Cases and Gallons (herein called "Units") purchased by Customer and its Food
Service Provider and shall provide the Customer with special rebates in the amount of
$2.62 per Unit (the "Special Rebates"). Customer acknowledges and agrees that the
Special Rebates are contingent on Customer reaching a volume threshold of 26,467 Units (the
"Volume Threshold') prior to becoming eligible for the Special Rebates. Should
Customer exceed 26,467 Units by the end of Year 7, Pepsi will pay the difference
 multiplied by $2.67 per Unit within sixty (60) days, not to exceed $69,375.

#257280-2

2. Section 7.B. Annual Sponsorship Fees. In Years 8 through 10 of the Term, the parties
agree to revise the Annual Sponsorship Fees as follows:

Year
Applicable Time
Period
Amount
Due Date: within 60 days after:
8
January 1, 2022 - December 31, 2022
$218,125
January 1, 2022
9
January 1, 2023 - December 31, 2023
$218,125
January 1, 2023
10
January 1, 2024 - December 31, 2024
$218,125
January 1, 2024

The Annual Sponsorship Fees are earned throughout the Year in which they are paid. In the
event of early termination for any reason other than an uncured material breach by Pepsi pursuant
to Section 10(D) herein, the unearned Annual Sponsorship Fees will be repaid to Pepsi
pursuant to the terms of Section 10(D) herein.

3. Section 7.C. Annual Sustainability Fund. In Years 7 through 10 of the Term, Pepsi shall
provide the Customer with Annual Sustainability Funds in the amount of Three Thousand
Five Hundred US Dollars ($3,500) payable in Four (4) consecutive payments. The parties
further agree that the total of Fourteen Thousand US Dollars ($14,000) shall be reallocated
and disbursed in Year 7 of the Term to the Customer for the Athletic Scholarship Program Fund.

4. Section 7.E. Athletic Scholarship Program Fund. In Year 7 of the Term, Pepsi agrees to
provide the Customer with reallocated funds from the Annual Sustainability Fund in the amount of
Fourteen Thousand US Dollars ($14,000) to be calculated towards the advanced total Customer
Rebates of Fifty Thousand US Dollars ($50,000) in support of the Customer's Athletic Scholarship
Program Fund. In addition, Pepsi agrees to provide Customer with the following:

Pepsi shall continue to provide Customer with Rebates as defined in the Rebates
 section of 7.E of the Agreement.
In the event the Customer does not purchase enough Products to accrue an additional
Thirty-Six Thousand US Dollars ($36,000) in Rebates, Pepsi shall provide
Customer with the shortfall difference within sixty (60) days after January 1, 2022.

5. Section 19. Force Majeure: The Force Majeure language is hereby deleted in its entirety
and replaced with the following:

No party will be responsible to the other for any failure, in whole or in part, to perform
any of its respective obligations hereunder, to the extent and for the length of time that
performance is rendered impossible or commercially impracticable resulting directly or
indirectly from any foreign or domestic embargo, product detention, seizure, act of
God, pandemic, epidemic, insurrection, war and/or continuance of war, the passage or
enactment of any law ordinance, regulation, ruling, or order interfering directly or indirectly
with or rendering more burdensome the purchase, production, delivery or payment hereunder,
including the lack of the usual means of transportation due to fire, flood, explosion, riot, strike
or other acts of nature or man that are beyond the control of the parties unless such
contingency is specifically excluded in another part of this Agreement ("Force
Majeure

#257280-2

Event"). Any party(s) so affected, will (i) use all reasonable efforts to minimize the
effects thereof and (ii) promptly notify the other party(s) in writing of the Force
Majeure and the effect of the Force Majeure on such party's ability to perform its
obligations hereunder. The affected party(s) will promptly resume performance after
it is no longer subject to Force Majeure. In the event that the Customer's
performance is temporarily suspended pursuant to a Force Majeure Event,
Pepsi's funding obligations will be suspended for the duration of Customer's
nonperformance. Once the Customer resumes performance or in the event
Customer is able to perform some, but not all of its obligations herein, any fixed,
advanced, or guaranteed funding will be adjusted commensurate with the decline in
volume associated with the suspended or partial performance. This Amendment
will continue thru the end of Term unless another catastrophic event or a COVID
mandated shutdown occurs. In that event, no new negotiations or adjustments to
the Sponsorship Support Funds shall be revised if the 2021 volume falls below 50%
of 2019 volume, unless it is directly attributed to COVID/pandemic or another
catastrophic event as indicated.

6. The support provided by Pepsi herein is conditioned upon Customer's

compliance with Pepsi's payment terms and all performance requirements as set
 forth in the Original Agreement. Nothing herein shall be construed as any waiver from
Pepsi's standard policies, practices or terms as outlined in the Original Agreement.

All other terms and conditions of the Original Agreement that are not amended by this
Amendment shall remain in full force and effect.

IN WITNESS WHEREOF, Pepsi and Customer have caused this Amendment to be executed
by the authorized persons set forth below.

Bottling Group, LLC

By Janet L. Haderen
Print name: Janet L. Haderer
Title: SR, KAM Education
Date: 2/8 2021
The University Corporation
Rick Evans
By
Print name: Rick Evans
Executive Director
Title:
Date: February 8, 2021

#257280-2