SETTLEMENT AGREEMEI{T

This Agreement madethis 9th dayof January 2012by andbetween NationalSports Management a New York LimitedLiability Company with its principalplaceof business LLC at StateStreet, (herein to Schenectady, York 12305 afterreferred asNSM), JohnRickert(JR) New (JM)residing 3i residing 16Brendan Johr Massaroni at at Lane, Niskayuna, New York 12309, Bancker Avenue,Scotia, New York 12302 MichaelGiorgio(MG) residingat 6 Normandy and Square, to Altamont,New York l2009(hereinafterreferred as"PARTIES),
WITNESSETH: Whereas,the PARTIES are the only officers, managers and membersof NATIONAL SPORTSMANAGEMENT, LLC aNew York Limited Liability Companywith its principal place of businessState StreetSchenectady, New York 12305, and Whereas,IR desiresto resign as an officer, managerand memberof NSM, and WhereasNSM, JM and MG individualiy and as the only officers: managers and members of NSM desireto acceptJR's resisnations. and WhereasJM, MG *d NS; upon acceptingJR's resignationdesireto releaseJR from the covenantnot to competecontainedand the OperatingAgreementand its amendments ofNSM.

NOW TFIEREFORE CONSIDERATiON THE SUM OF One($1.00) OF paid Dollar. ,IN by eachparfy'totheother,andthemutualpromises, covenants conditions and hereafter forth. set it is heretocovenanted agreed follor,r's: and as RESIGNATIONOF RICKERT 1. JRhereby resigns JIr{.lvIGandNSM hereby and accept JR'sresigpation offrcer. as

manaser or member NSM. and of

EXISTING ATHLETE 2. The PARTIES agreethat the annexedExhibit A attachedhereto and made a part

by hereof represents the complete iist of all professional athletesrepresented the NSM and the parry who was responsibiefor securingthe athlete as a client of NSM (Producing Partv). ln the event there are two producing parties it will be so designated. This shall not dependon the Agreement. For the purposesof name on the SRA or other professional athiete representation this Agreement,theseathleteswill be called "E)ilSTING ATHLETES".

RE\{ENUE SIL{RTNG 3. The PARTIES agreeto participate in revenuesharingas defined below as long as

this Agreement is complied with by all parties. This revenue sharing agreementshall supercede any pre-existing sharing agreementsbetween the PARTIES and NSM. in the event that any parry herein violates this Agreementthen the other parties herein in seekingdamages redress or shall have the option of enforcing either the revenue sharing agreementr.vhichexisted prior to this Settierrent Agreement. or the revenue sharing agreementin this SettlementAgreement,at the option of the non breachingparlv. 4. Commissions E)OSTING ATHLETE will be split as follows: on A. With respectto an Existing Athlete's contractwith a team which is in effect at the time of the signing of this Agreement: ["Existing Contract"] 60?t will be paid to the Producins Pag'and the

baiance r,vill be split evenly by the non-producing parties for the duration of said contract.

B.

As to any new contractsentered into by Existing Athletes within 24 months of settlement,["New Contract"] revenueswili be split as set forth in "A" above,until the New Contact expires.

C.

After any Existing Contract.or New Contractexpires.then the split b,v revenuesgenerated an Existing Athiete wil on any subsequent be 75112.5112.5 Producing Parry will receive 75% and the li.e. other two parties L2.5% each]. This split will continue until said athleteretires.

NEW ATIILETE 5. A "NEW ATHLETE" is defined as an athlete who was not an DTSTING

ATHLETE at the time of the signing of this Agreement. who u'ithin a two-year period after settlement signs a representationagreementwith a part-vherein. If that athlete enters into a contract with a professional sports team, including a boxer who eams money subject to commission, within three years after settlement,then all fees eamed on conffacts enteredinto with that professional sports team or ali fees earned attributable to an a*ilete, will be split 75112.51I2.5fProducingiotherparty] until the expiration of such contractor three yearsfrom the date of settlementif a boxer or other athletesnot subiectto written contact r,vitha professional sDonsteam.

REFERRAL FEES 6. If a referral fee to another agent or individual is 50% or more, the referral fee is

paid off the top and the balancewill then be split three ways betweenthe PARTIES. if lessthan 50% it will be deductedfrom the top and paid as per the SettlementAgreement. Peter Schaffer or any of his associates, including but not limited to Ray Brownell, is precluded from being added to an SRA for a player if not presently on that SRA. If this occursthe split will be as if Peter Schaeffer or associateis not on the SRA. This paragraph does not apply to any splits betweenmembers.

PROFESSIONALFEES AND INSURANCE 7. During the terrn of the Ageement.the PARTIESwill be responsible their for

own expenses, professionalfees, insurance,including but iimited to expenses relating to maintainingany certificationas an NFLPA CertifiedContractAdvisor.or as an agentfor any professional sport. RECRUITING AND OTHER EXPENSES 8. ThePARTIES will be responsible their own recruiting for trainingexpenses and

any and ali otherexpenses relatedto services theyprovidefor their athletes. Therewill be that no deductionof anv of theseexoenses eamedbeforecomoutinsrevenue from commissions sharineasdefined belor.v. COMPUTATION OF COMMISSIONS 9. Commissions referred in this A$eementaredefined GrossCommissions. as to as

which will mean the actual fee paid by player to a pafly herein or their agencyr,vithoutdeduction for an-v expenses.

USE OF ATHLETE'S NAME AND LIKENESS ON WEBSITE OR OTI{ER MARI(ETING MATERIALS 10. The PARTIES are allorvedto continueto displav on their websitesand

marketing players the iist annexed the Agreement a periodof threeyears materials on to for from the dateof the execution the Agreement as long as anyparfy' of or hereinremainson a players SRA either in an individual or joint capacity,whicheveris lon-eer. The PARTIES are also allowed to use said playersnamesfor any legitimaterecruitingor marketingpurposes.The PARTIES recognize that an athletehas to rigll to ask that their namebe removedfrom a WCbSitE. HOWE}IER, NO PARTY IIEREIN WILL INDUCE A PLA}|ER TO RXVOKE PERMISSION TO USE SAID PLAYER,S NAME ON the PARTIES WEBSITE OR ENCOIJR{GE AND/OR SUGGEST TO THAT PLAYER THAT TI{EY SHOULD ADVISE A PARTY HEREIN OR RELATED ENTITY TO REMOI.E THEIR NAIUE FRONI TIMIR WEBSITE. The PARTIES AGREES THAT TI{EY WILL MAKE A GOOD FAITH EFFORT TO ENSIJRE THAT THE AFOREMENTIONED PLAYERS COOPERATE WITH THIS PROVISION. A VIOLATION OF THIS PRO1ISION \ITLL BE DEEMED A ST]BSTAI\TLALWOLATION OF THE AGREEMENT AND THE AGREEMENT MAYBE VACATED AND DECLARED NULL AND VOID AI\D/OR DAMAGES MAY BE SOUGHT BY THE OTIIER PARTIES HEREIN.

REFRAINING FROM DISPARAGING COMMUMCATIONS 11. The PARTIES agreethat they will refrain from anv disparaging. slanderous,

Iibelous. or negativecommentsregardingthe parties herein and their abiliry or integritvas an

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agent unless as required to do so by any law, rules or regulations that apply to professional agents. ACTS OF EMPLOYEES, AGENTS ANP ASSOCIATES 12. in If any of the prohibited conduct that is listed in the Agreement is engaged by

an agent, associate, employee, strategicbusinesspartner, or any other individual, individuals or entities over whom the PARTIES exercisesinfluence and control. then that will be deemeda vioiation by the that paqv herein. RELEASE OF ALL CLAIMS i3. Each oarh. herein releaseseach other from any and all claims and causesof

action related to any and all businessdeaiingsconductedunder and through NSM that may exist at the date of the signing of this Agreementand in addition JM. MG individually and as officers JR release managersand membersof NSM and NSM hereby upon the signing of this agreement from the covenantnot to compete contained in the OperatingAgreement and anv amendments thereto of NSM. No parr"vr,vaivesclaims. rights or causesof actions against any other partl' which may accrueafter the signing of this Agreement. USE OF NAME "NATIONAL 14. SPORTS MANAGEMENT"

The onlv oarties herein allowed to continue to use the name Nationai Sports

Managementr.viil be MG and JM. JR wiil not be allowed to use said name or its iogo on any website- r,wittencommunication,advertisement otherwisewithout the expressr,wittenconsent or of NSM or its members.

COLLECTION OF FEES 15, All parties will make a good faith effort to collect all fees owed by athletesfor

representation. No partl' may waive or reduce a fee without the consentof all parties. In the event that an athiete does not pay the required fee all parties will talie any legal stepsallowable pursuant to NFLPA or other regulations pertaining to athlete agents,as well as the applicable iaw. This will include but not be limited to Arbitration, Motions to reduceArbitration awardsto Judgments.and action to collect Judgements. In the event that such action is taken by a parlv, then the cost of such action will be borne by eachpaffy in proportion to the percentage the fee of that is owed to said parry on said athlete. This will inciude but not be limited to outside Attorney's fees, Court fiiin-e fees, Arbitrator's fees. and travel to and from Arbitration or court hearings, and the reasonablecost of accommodationsand meals when necessaryin order to coilect said debt. ANNUAL REPORTING 16. At least once per caiendaryear each parfy shall provide to the other parties a sworn statementswom to under penalty of perjury containin-e foliowing: the a. A list of any new athletesr,vhohave signedRepresentation Agreementswith that parry after the signing of this SettlementAgreement.('New Athletes"). b. Amount of fees eachathlete.existing and new, are requiredto pay. c. Vhether or not saidathletes have beeninvoicedand.if so, copiesof thoseinvoices. d.An arnormts collectedrelatingto ali athletes, new and existing.

e. Full disclosureof the total amount of feescollectedbv eachmemberas of the dateof the signing of said s\,vorn statement.

p^

BINDING ON IIEIRS AND ESTATE 17. THIS AGREEMENTIS FULLY BINDING UPONTHE FIEIRS AND ESTATE

OF EACH SIGNATORY. BINDING AGREEMENT 18. T}LAT THIS IS A EACH SIGNATORY IS AWARE AND RECOGNIZES

BINDING AGREEMENTAND MAY BE ENFORCED ANY OF T}IE PARTIESHEREIN BY IN A COURT OF COMPETENT JURISDICTION WITHIN THE COTNTY OF

SCHENECTADY,NEW YORK. EACH SIGNATORY IS AWARE OF THE RIGHT TO SEEK THE ADVICE OF AN ATTORNEY AT LAW AND TO HAVE THIS AGREEMENT BY LOLIIE REViEV/ED BY AN ATTORNEY. JOHN RICKERT IS REPRESENTED LECCE, ESQ. WHO HAS HAD A}I OPPORTLTNITY REVIEW THIS AGREEMENT TO THE TERMS .AND PRIOR TO THE SIGNING THEREOF. JR FULLY LIJ{DERSTANDS TO CONDITIONSOF T}IIS AGREEMENTAND HAS HAD AN AMPLE OPPORTUNiTY DISCUSSTHEM W]TH MR. LECCEAPPROVES THE SAME. JM AND MG HAVE OF ALSO HAD THE OPPORTTINITY HAVE THIS AGREEMENTREVIEWED BY AN TO OUTSiDE ATTORNEY AND HAVE CHOSEN NOT TO DO SO. JM AND MG ACKNO\WEDGE THAT JM IS AN ATTORNEY AT LAW. JM HAS GWEN NO ADVICE OR COT]NSEL TO JR REGARDING THIS AGREEMENT. JM AND MG FULLY TINDERSTAND OF THE TERMSAND CONDITIONS THIS AGREEMENT. SE\IERABILITY 19. provision(s) this Agreement shaiibe foundinvalid or unenforceable, in If an-v of

provision(s) w-hole in part,thensuch to or to or shallbe deemed bemodified restricted theextent

excised or valid andenforceable, shallbe deemed to the necessary render same andin the manner and as from this Agreement, the casemay require.and this Agreementshall be construed had beenoriginally enforcedto the maximumextentpermittedby law, as if suchprovision(s) had or incorporated hereinassomodifiedor restricted, asif suchprovision(s) not beenoriginally maybe. incorporated herein,asthe case GOVERMNG LAWI CONSENTTO JURISDICTION ?0. IN THIS AGREEMENT SHALL BE GOVERNEDBY AND CONSTRI.IED

ACCORDANCE WITH THE iNTERNAL LAWS OF TFIE STATE OF NEW YORK HERETO WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. TIIE PARTTES JTIRISDICTION TO T{EREBYIRREVOCABLYSTIBMITTTIEMSELVES THE EXCLUSTVE OF TI{E COIIRTS LOCATED IN SC}IENECTADYCOUNTY, NEW YORK FOR Ti{E ARISING OUT OF THIS PI.IRPOSES ANY SLIIT,ACTION OR OTI{ER PROCEEDiNG OF TO zuGHTS AGREEMENT. TTTE PARTIESHERETOEACH WATVETHEIR RESPECTIVE A JIIRY TRIAL OF ANY A}{D ALL SUCHCLAIMS AND CAUSESOF ACTiON. EACH NOTICE SIIh4MONS, PARTY FURTT{ER AGREESTHAT SERVICEOF ANY PROCESS. MAIL TO SUCH OR DOCIIMENT BY UNTIED STATESCERTIFIEDOR REGISTERED PARTY'S RESPECTTVE ADDRESSSET FORTH IN SECTION 11 (OR SUCH OTHER ADDRESS OR TO THE ATTENTION OF SUCH OTHER PARTY AS T}IE RECIPIENT PARTY HAS SPECIFIED BY PRIOR WRITTEN NOTICE TO THE SENDING IN PARTY)SF{ALLBE EFFECTIVESERVICEOF PROCESS ANY ACTION, SUIT OR PROCEEDING NEW YORK \\'ITH RESPECT ANY MATTERSTO WHICH IT HAS TO IN SUBMITTED TO TzuSDICTiON AS SET FORTH ABOVE IN THE IMMEDIATELY

i \n $V1,^*f
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PRECEDING SENTENCE. EACH

PARTY

I{ERETO

IRREVOCABLY

AND

LINCONDITiONALLYWAIVES ANY OBJECTION THE LAYING OF VENUE OF ANY TO ACTION, SUIT OR PROCEEDING ARISINGOUT OF THIS AGREEMENTIN THE STATE OF NEW YORK AND HEREBY IRREVOCABLY AND LNCONDITiONALLY WAIVES AND AGREESNOT TO PLEAD OR CLAIM IN ANY SUCH COTIRTT}IAT ANY SUCH ACTION. SUIT OR PROCEEDING BROUGHTIN SUCH COURTHAS BEEN BROUGHT IN AN INCON\TENIENT FORUM. AMENDMENT 21. at modified or supplemented any time. This Agxeement may not be amended,

exceptby a writtenagreement signed JR,JM, MG AI'ID NSM. by

ENTIRE AGREEMENT

22.

the of This Agreement constitutes entireunderstanding the partieshereinwith

respectto the subject matter hereof and supersedes and ali prior agreements, an"" understandings or letters of intent r,vithresard to the subiectmatter containedheiein.

q+t
SIGNEDAND DELIVEREDbv theoarties this I hereto dayofJanuary. 2012. NATIONAL SPORTS MANAGEMENT.LLC

MICHAELGIO

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OHN RiCKERT Individuallv

ARONI Individualiy

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