..- l- I--. Agreement .1 AGREEMENT 1.. e?ecllue as of August 1. ems transecnyge o?nfgf) i: biggie: gr?iawaif?lilmaitleds liahility company offices located at 54D H. Trade Street I I, .lhc? I vi emcee trier a Delaware corporation. on behalf et itself and its operating a - co ye each of which may he referred to in the singular as or in the plural as bleEfEA-?a ish?ntlaged "19 ?f Pr??rldintl communications and entertainment sewices to -. HF ?55?5"95 1? Er "5 PUSIWE exposure with its customers and other members of the public through 3550?3?31'0" Wit? and b5? "19 the University of Tet-res athletics department WHEREAS. IMG desires to sell the n' tits and - - bene?ts contained herein to with respect to the MGW, THEREFGRE, in consideration of the premises. the agreements set forth herein. and 01119? Q??d for}?! 1lraluahle consideration, the receipt and sufficiency of which is hereby IMG and ATET agree as owe: ARTICLE I TE HM 1.1. Term 1-1.1tThe term of the AGREEMENT shall commence on the DATE and expires on June Ell 2013 provided. that either party shall have the right to elect to opt out at this AGREEMENT after the fourth YEAR {meaning the TERM would expire as of June 3D. provided that in order to do so. the party electing to opt out must give the other party written notice of such election no later than January 1. 2016. 1,1,2.Nonyithstanding anything contained herein to the contrary. IMG shall be prohibited from? and shall prohibit any AFFILIATE or third party from announcing any agreement with an GGMPETITGR during the TERM with respect to the UNIVERSITY. either party has timely provided the notice of an election to opt out at after the fourth YEAH as presided in subsectien 1+1.1 above. then IMG shall be free to negotiate with third parties with respect to the rights container] in this AGREEMENT, but ll'u'iG shall be prohibited from communicating or negotiating with any ATET with respect to EXCLUSIVITY until after January 1, ENE. 1.2. Exclusive Negotiation Period 1.2.1.Unless this AGREEMENT has sooner expired or terminated, shall have the exclusive right to negotiate an extension of this AGREEMENT with IMG for a ninety {90) day period beginning on October 1. 291? and ending on January 1. 3318. unless a dilferent time period is mutually agreed to by the PARTIES in writing Unless this AGREEMENT has sooner expired or terminated, shall be prohibited from communicating or negotiating with any ATET CGMPETITOR with respect to EXCLUSIVITY RIGHTS until sitar the EXGLUSNE PERIOD and only if the PARTIES fail to reach an extension of the AGREEMENT after the EXCLUSNE HEGDTJATIGN PERIGD. ARTICLE II -- DEFINITIDNS The following terms shall have the foilowing meanings. to both the singular and plural forms of the terms de?ned.-.- - - . isif,? . .. . Itti . -. uni-t." by. or is under common control with a party new For purposes of the definition, inc. is not an I II.- .I - - I Agra!? . . . . .5 anyr entity, in each BESS YD Biggest! A?ig?ii?d?game? 1; 3.5. a nufacture, a enng. SW: - 3.5.4 CGMPANFESJ. the term RTST CSMRETITSR Shah by . an entity that wank! otherniSS mnstitute an CUMPETITDR tqunm_EJ-? 5? gr: Scenario where Such entity is offering Ur Pmdums gigging" INSET CUMPETHDR {Ii-g u: 3.- . . pram-31mg Sate?lha nuld be mnsi??red an CDMPETITOR S: Drumming Phones Sr other 2.3. ATST Marks mean MARKS owned. cuntm?ed Ur used by MELT or its AFFILIATES. 2.4. Cnn?dential and Fmprietary AND Shall mean as defined in 3.11.; 2.5. Designations . shalt be uf?cial designatinns available USS by ATS-J and identi?ed in Attachment E- 2.5. Dastgnatlnn Rights shall mean rights mttlinad In Bastian SITSH mat-1n Sn].r and SII UNIVERSITY regular Sm harne intemnllegiate a?THics Events hustled by UNIVERSITY . Exclusivity Shall mean those rights nutlinad in 2.9. Force Majaura mean as de?ned in 2.10. Lat-91's} shalt mean SS de?ned In 2.11. Liability?as) :17 I i I I I Agraamanl'. Ha. 153134 at ?llbils ralallans materials. mmh?hdl??. paint-af-sala materials. wireless and cellular transmiaalans. ?31d mUIt'mP-d'? manila vialsa. autrat-harna materials. autdaar and indaar materials. industrial use- alnarna_ meatrtcal. closed circuit talavisian. trade shaws. r- Masks. B?Rall. inlamal prassnlalior?i purpasas. including banner ads. Stream"? Hum? 3'?de [We Ell" delayed). and any athar naw alaatran'ic or digital media whathar knawn ar haralnaftar dawsad. including advertising puhlishad aver the Internal, 2.14. Mablla Due-visas shall mean all aquipmanl used in sanjunctian with the praauats and seminars identi?ed In Attachments A and B. 2.15. Pramatian Rights shall maan thasa rights outlined in ?mr?l? 2.16. Party "Paawams shall maan as ds?nsci in as mass 2.1T. Has-sluran Party shall mass as de?ned in 3.11.3 2.13. Rastriatad?arnpanlas and shall mean as dat'rnsd 'In 2.19. Rights Faas shall muss faas in 2.20. Sponsorship shall maan rights and benefits au?inad in D. 2.21. Third-Party lnaluslan shall ha defined as the right ta Inaarpaiata tl?rd party ldanli?catim. ATE-.T MARKS ar such third party?s intellectual pmpaity. services. pruducts. ar athar de?ning characteristics at law manuallyr agreed upon retailers. distributors. VEl'ldOl'? andlar device manufacturers per CONTRACT YEAR. 2.22. Tami mean as de?ned law Territory ?named to a . for use by ATM are Ehatl an RIGHTS ARTICLE easm? Ct ensershiP Rights? icerse, with respect 3.1. 51:- -. - ht and r. 1.3. exclastte n_g TELT cl' ils receive the awareness, tr?er-tetrng a. sale;- ty p. 3.2. Designation Right? grants te the rigi?t and license, with respect to it"? tLJ'ti'er eutiinee' i't Sectien 33} te use the DESIGNATIDNS in ere-El?n? G0 the right and license tn use DESIGNATIDNS of its ea right :16 Ward are Fer 3 3? further grants A eet'ertiseme '1 awareness, n~arketing er sale [Edi The 5 in the premetien re.r ATELT are] it: 13:13 are cc. ectwe attens ewe?ML IMG eeitnewledg? that the 1 are ever and therelere agrees te discuss a nine actiilicn blue-ct the LINN-FEES that be requested is}; during the su stren request. agrees ta: 3.2.2-1 review the request pence-.13.? In gee-j faith, and rquJE'E-t request gene faith; net anreasenacly withhehj its appteaal; and 1 . fang: scene:th E0119 1 .3- net conditien .ts appretra] en the previsien deratt?n- 3. 3- h) in respect to 3.3. Premeticn Rights . - _5 I wt 3.31 the exclusive right and license {as further eetllned in SW.) veni?ament, te use MARKS during the TERM mf and in thet ATs?t' a mne?i?w {e erred to as HI _a marketing endler sale by The rights identi?ed in Sectten 3,3 are eenrtectien with RBI-PARTY I premetran. ran awareness, remett'cn cf and brands. the RIGHTE. can use the RIGHTS in er in grants ATET the right and license te exercise provided. newetrer, that: ATELT shall net exercise THIRD-PARTY INCLUSIGN with 3115? at in anyi su 3-3.3.1- Ema-E?ttan with any cerperate spensers subject te IMG and exclusive categery". PARTY ENCLUSIDN shall held cr delayed and include 3 3-3.2 any exercise at THIR prier written approval, which shall net be with THIRD PARTY must be cenducted by and 3.3.3.3- any exercise at mee preminent recegnitien at than such thirdrparty. MATERIALS. NGLUEIGN in er any reducts that are in direct ch cerpcra?te snenser?s 3.4. mehite Device 3.4 1. asm net to license allow. or grant?tehany MOBILE DEVICE gigg?im net as! Sanyc the rights in be a UNIWRSI?usz?sg?f?fg?nre?e the DEVIGE manufacturer cat a . if at th SEW) Wigs in the a gist?PT does net sell er creates service . . prom Spenser shalt an In make?ng er ?zeaterial a 43m, th? MARKS. "an that '5 a UNWERS Su?sm a mass DEVICE ?0311?5 Deuce that b?iww than be restrictedtrern arsTceuPETtTea. 2f- or an 3_e_ Grant of Exclusive Rights and Non-Exclusive Rights Agreement Mn. 153,135: rants to- AT - . .-, . FinlsiUElUE Flr?? licerts?EIs, with reSDE-ct to a - RIGHTS RIGHTE, nssieumtoh RI WMG grants marsrtiglwiz l? "whet easterlies and soil to the EICL LJSIUE with respect to ?am Pearce. eponeeRsI?IIP nesienarron ATE-TIE to marl-tel, advertise and sell ?ng and barter? E?nlaln?d herein to: HHT 3 and 1TB and all other buif?mgs. L?vned'. W?s??agd? n1an?ge?d. C?l?ltl??HEt?j UT f??irtt?tle? {plr?vid?di .Arlfgentortr. and intellectua. with resnect utdeohoard, banners. elf-2.} at such cottons rgneyggaegseetite?t ewe-his that are now Existing ?r ?nmea?er daslg?ed rr?amd I :31. constructed. Including but not limited to signage [?xed1 ratatmnatl LEE Emmi gtde?b?qrd maths board meseaging, public addreas marketing and F'mm?ll'i?lli Product showcaseloemor-stratons, and on-Iine activities. . but not includino gameday programs. 3.5.2.For avoidance of doubt. the. esclusiuity granted herein shall not preclude lh'it's from selling a sponsorship or other advertising and prornot?onel rights to third parties that are mt star For example, IMG would retain the right to grant exclusive rights in the ?Gas. Station and Convenience Store" category to Shell even if such Shell store sold wireless phones Provided that IiilIG Is prohibited from gra THIRD PARTY INCLUSIDH with respect to an CDMPETITDR or with respect to My Further, for avoidance of doubt, acknowledges and agrees that Lilith:Ir re sins a rig to distribute content, through any 1 - ibUtE broadcast distribution outlet; provided that no agremnent that Libiqu content will include the rights to market, promote, or advertise any ATET CDMPETITDR. Arty agreement that might reach include the rights to use the UT MARKS for the purpose of promoting will include the right to use [if permitted by the UT Me advertise the availability and distribution ct UNIVERSIWs content He. the channel, network andlor delivery system or method on which the content is avail ble . To the extent a distributor of content is ETITDR with content distributed Otter (not including n'rst such ATET GGMPETITUR shall he prohi ite ront using ant,t UT MARKS or implying any association as a onsor or using the promotion of the content to promote an ATSIT CDMPETITDR's eyond advertising the availability tie, tune-in messaging] of the content see a nnrersitr of Texas latte on the University at Ukiahoma this Saturday on channel as? would be permissible}. 3.5.3.!Ml3 shall be prohibited from and shall prohibit its agents, contractors and AFFILIATES fr authorizing. or licensing any RI GHTS with respect to to the an ATET I prohibited from and shall prohibits its agents. contractors and AFFIUATES from irantini. offering. granting, authorizing. or licensing any sponsorship rights with respect to UNIVERSITY to a RESTRICTED COMPANY. including use of UNIVERSITY MARKS. regardless of ESTRIGTED products and sewices are within or not within the For purposes of this AGREEMENT. each ot the followin AFFILIATES and brands shall - :and cutiecti?ilet BE 3.5. oi the EFFECTIVE DATE of this has an existing agreement with Time Wamer Cable and pursuant to such Time Warner Cable has the right to promote its products and services as set forth in the :gfm??G-m Warner Cable agreement as of the EFFECTIVE DATE of this AGREEMENT {the The AGREEMENT, and any renewals thereo or dtpaReE?mcts and services. Hid ?56?s ?ttli?rnent of such AGREEMENT, shall not mime a hearth of his or the EXCLUSIVITY RIGHTS granted herein. I it I - I mntrading 3 mm 5.9.12 Pam? ur- jun-Hill W- 1u- 1- es stews?; sire?? . I 1:1! es teammates a essarae??lagutif? 'ecs??iiege {We ?55 {is 5" .53 5 High? FEES s. a es eerie. a 3- - tr performance of this AGREEMENT and for 9'2: rights herein ?fe-Althea 1:3 a In consideration 19f mtg!? but not limited to the hagm?a E. Eat a. during the TERM it compensation for such "9'115 and ?ne agrees to accept 35 v.1 I 2nd Totaihnnu ?lst EEHTS 1st gauges FEE DATE veer: EH $1512.31: 3t15t2?13 $695 259 sr15r2e1a $95959 39159914 91.15.32.215 :54 15 areas sesame $r19.?198 331519915 2.31545 steisst sesame srsrasi Ett?t??l? {Em-43? smear smarts sheaths sr1sr2e1?r - son-1s areastc sesame . Payment Schedule agrees to submit invoicetsj tor RIGHTS FEES on or in advance accordance with the schedule set. as follows: of all lhl?v'CthE in To: ATET 293 Ahard St ?f?ce 955 Deltas, TX T5292 Attn: Director? Corporate Sponsorships shall be due by the tater bf forty-five (45] days after the INVOICE or receipt at the invoicets). received by more than six months after the arehs untimely and ATEIT has no obligation to pay such invoicets}. 3.9. Taxes 3.9.1.The FEES shall include all taxes except applicable sales taxes imposed upon the right to use all the rights and bene?ts furnished under this AGREEMENT, which taxes will pay to provided they are added to the RIGHTS FEES as separate items on and at the time the applicable invoice is submitted by ME. The foregoing notwithstanding. will not invoice ATE-ET for taxes where provides ll'v'lG with an appropriate exemption certi?cate. ATET shall have the right to require to contest. at expense. any taxes that deems improperly levied. agrees to pay, and to hold harmless from and against, any penalty. interest. additional tar-t. er ether charge that may be levied or assessed as a result of the delay or failure of IMG, for any reason to pay any tax or file any return or information required by LAW, rule or regulation or by this I AGREEMENT to be paid or ?led by IMG. 3.8.21th must supply with a valid taxpayer identification number and a completed IRS Form prior to receiving compensation. if applicabie. an IRS Form 1999 will be issued to EMS each calendar year fer the aggregate value of cash and non-cash compensation received during that calendar year. 3.9. Assignment letther PARTY shall have the right to assign this AGREEMENT {in an or in whole to an rird party; provided however. that shall have the right to assign this rture without securing the consent of MG, and may grant to any such assignee the same ihts and pnwleges that enjoys hereunder. in the event ATBLT assigns this AGREEMENT to an ~iftLtATE that not have the name Included in the AFFILIATEs name. and after such argument. but tlurty (39} days of such assignment by IMG shall notify ATET. shall then