MULTI-MEDIA RIGHTS AGREEMENT THIS MULTI-MEDIA RIGHTS AGREEMENT (?Agreement? or ?Contract?) is made and entered as of the day of Rh, 2009, by and between TEXAS TECH UNIVERSITY (?University?), and RED RAIDER SPORTS PROPERTIES, LLC (?Lear?eld?), a Missouri limited liability company wholly owned by LEARFIELD COMMUNCATIONS, INC. BACKGROUND TO AGREEMENT A. This Agreement is intended to set forth the rights, duties, responsibilities of University and Learfield with respect to the ?Multi-Media Rights? associated with University's inter-collegiate athletic programs. These Multi-Media Rights are being granted to Lear?eld pursuant to University?s Request for Proposals for Promotions, Sponsorships, Media and Corporate Rights B. For purposes of thisAgreement, the term ?Multi-Media Rights? shall mean the exclusive sponsorship and marketing rights, as hereinafter set forth, with exceptions as set forth within, to inventory, including, but not limited to, print, media, sponsorships, existing or new signage, and other promotional and sponsorship rights for football, men?s and women?s basketball games, baseball, softball, and other inter?collegiate sports; existing or new temporary or permanent signage; radio and satellite play?by- play broadcast rights for football, men?s and women?s basketball games, baseball games and radio and satellite broadcast rights for coach?s shows; and selected television broadcast rights for football and men?s and women?s basketball; of?cial athletic website sponsorship and internet streaming (as permitted through the existing agreement between University and at event corporate hospitality; at event impact; and any other sponsor-related or promotional rights to University?s inter- collegiate athletic programs that are particularly described in this Agreement or that may be subsequently agreed to between the Parties; and all the inventory which is available to the University?s inter-collegiate athletic programs University for the 2008 2009 University ?scal year as listed in Exhibit 1.1 attached hereto (?Base Sponsorship Inventory?). NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and the foregoing Background, University and Lear?eld (individually the ?Party? and jointly the ?Parties?) agree as follows: AGREEMENT 1.1 Term of Agreement. This Agreement is effective on the date signed by both Parties and shall continue until June 30, 2016 (?Initial Term?) unless otherwise terminated as provided herein. Each contract year of the Agreement shall commence on July 1 and end on June 30 and such period shall sometimes hereafter be referred to as ?Athletic Year.? Not later than May 15, 2015 (?Option Date?) University shall have the option (?Option?), subject to University?s Board of Regents approval, to extend the Initial Term for a period of three additional years to and including the Athletic Year ending June 30, 2019 (?Extended Period?) upon the terms and conditions covering the Extended Period set forth in this Agreement. If University does not exercise the Option on or before the Option Date, University shall meet and negotiate in good faith exclusively with Lear?eld until August 16, 2015 (?Negotiation Period?) to arrive at mutually agreeable terms for an extension of this Agreement for the Extended Period. University will not solicit or entertain any other offers or proposals from any third party relating to the rights granted under this Agreement prior to or during the Negotiation Period. If at the end of the Negotiation Period, the Parties are unable to agree upon the terms for the Extended Period, University may solicit offers from third parties. Notwithstanding the fact that each contract year begins on July 1, the University acknowledges and agrees that Lear?eld?s rights and obligations under this Agreement begin on July 1, 2009 (?Effective Date?), but that Learfield will begin its efforts prior to the Effective Date and will expend substantial amounts of time, effort and resources to ful?ll its obligations under this Agreement. The Parties agree that University shall retain all sponsorship rights and revenues from those rights in place and due and payable to University prior to the Effective Date. The ?term? of this Agreement including the Initial Period and the Extended Period is sometimes hereafter collectively referred to as the ?Term?. 1.2 Mutual Cooperation. Throughout the Term of the Agreement, it is the Parties? intention to cooperate to maximize the opportunities that will foster growth in both the amounts and the potential sources of revenue under this Agreement. To that end, the Parties, including University?s Director of Athletics (and/or his designee) will meet, as they mutually agree is necessary, to discuss the rights and inventory granted to Lear?eld and any unexpected problems arising therefrom to arrive at mutually satisfactory solutions. The General Manager of RED RAIDER SPORTS PROPERTIES, LLC will be encouraged to attend regularly scheduled University Athletic Department Administrative Staff meetings and will meet each month with University?s Director of Athletics or his designee at times mutually agreeable to the Parties. In addition, University will use reasonable efforts to clearly and concisely de?ne for University?s staff the speci?c roles and responsibilities which Lear?eld will undertake with University?s Athletic Department, including, but not limited to, any agreements Lear?eld enters into with University?s coaches which Lear?eld and University mutually determine will help maximize revenue generating oppo?unities. Lear?eld agrees that any contracts with University coaches are subject to University?s prior written approval, such approval not to be unreasonably withheld. Lear?eld will keep University informed on a regular basis and/or upon request by University of its sponsorship and marketing plans as well as its current activities, and will provide University with quarterly reports of sponsorship sales/activity. 1.3 Additional Multi-Media Rights. Although this Agreement includes speci?c rights granted to Lear?eld, it is agreed that from time to time opportunities for additional Multi-Media Rights may arise or be created that might not have been contemplated or speci?cally mentioned in this Agreement, including, but not limited to, Lear?eld ?nding additional ways to leverage the existing inventory (?Additional Rights?). If the nature of the Additional Rights requires the addition of a signi?cant item of inventory that did not already exist in a University athletic venue in any format and it materially alters the athletic venue within which such item of inventory is to be used (?Material Inventory Alteration?), then Lear?eld will notify University of such new inventory item in order to obtain University?s prior written approval of such new inventory item, which approval will not be unreasonably withheld. The net revenue derived from any such additional inventory will be added to the as hereafter de?ned. Lear?eld may also develop new inventory items that do not require a Material Inventory Alteration with prior approval of University, which approval will not be unreasonably withheld. The revenue generated therefrom will be added to the AGR. As a point of clari?cation, the rights granted to Lear?eld under this Agreement are those University controlled rights. Lear?eld acknowledges and agrees other (post season or bowl) sponsors may retain certain rights that University is unable to convey and Lear?eld will not consider University in breach of this Agreement if University is unable to convey rights owned by such sponsors. For further clari?cation, University retains ultimate approval, which approval will not be unreasonably withheld, regarding any use of its inventory not granted to Lear?eld at the time of execution of this Agreement. 1.4 Minimum Number of Home Football Games. University guarantees that during the Term, University will play an average of six (6) home football games over any two (2) consecutive year periods (?Minimum Number of Home Games?). If at any time during the Term, the Minimum Number of Home Games are not played, the Parties will negotiate in good faith to arrive at a mutually agreeable reduction in the Guaranteed Royalty Fee in recognition of Lear?eld?s lost sponsorship revenue which results in the University not playing the Minimum Number of Home Games. 1.5 Neutral Venue Football Games. University will notify Lear?eld before University commits to a scheduled football game at a neutral venue. University will use its best efforts to secure rights to any available sponsorship inventory at the neutral venue. University and Lear?eld will negotiate in good faith what sponsorship inventory and/or commissionable sales will be available to Lear?eld at such neutral venue and upon the conclusion of such negotiations the Parties will enter into a separate agreement de?ning the rights available to Lear?eld at the neutral venue. 2.0 Rights Granted Subject to Laws, Rules, and Existing Agreements. The Parties agree that all rights and obligations granted in this Agreement are subject to the laws of the State of Texas, any rules, obligations, or restrictions governing University as a result of its af?liation with the Big 12 Conference (?Big 12?) or the National Collegiate Athletic Association and to University?s currently existing contracts or commitments. Lear?eld acknowledges University, at the time of execution of this Agreement, maintains exclusive agreements, including, but not limited to, an exclusive beverage contract with Coca-Cola, an exclusive bookstore management contract with Barnes Noble, an exclusive telecommunications sponsorship and broadcasting agreement with an exclusive catering agreement with Sodexho, an exclusive on-campus athletics apparel agreement with Campus Design, an exclusive internet and broadcasting agreement with CSTV, exclusive sponsorship placement agreements with Covenant Health Systems and Plains Capital Corporation, and an exclusive all-sports apparel and equipment agreement with Under Armour (?Exclusive Agreements?). With the exception of the amounts from Covenant Health Systems listed in Section 3.6, the speci?c dollar amounts contained in the Exclusive Agreements will continue to be retained by University. Lear?eld agrees it will not promote, advertise nor infer a University af?liation with, competitors to the University Exclusive Agreements listed above. University represents that it has provided Lear?eld, prior to execution of this Agreement, copies of all such rules, regulations, and Exclusive Agreements then existing. University further represents that except for the Exclusive Agreements, it has not entered into any other agreements which would impair, eliminate or diminish the Base Sponsorship Inventory. 2.1 Grant of Exclusive Radio Broadcast Rights. Throughout the Term, University grants to Lear?eld, subject to any restrictions and modi?cations set forth by this Agreement, the exclusive rights to make live radio (including satellite radio and Spanish radio) broadcasts of all exhibition, pre? season, regular-season and post?season games for football, men?s and women?s basketball games and baseball games. All of such broadcast rights shall be exclusive to Lear?eld and shall also include any game or games selected for broadcasting by any local, regional or national radio network, subject, however to paragraph 2.0 above. Rights to these specified games are exclusive of all other individual and independent networks except those of?cially designated as origination stations or networks by radio stations considered by University as part of the radio following the opposing team involved in the game being broadcast. Notwithstanding the exclusive rights granted to Lear?eld under this Section 2.1, and subject to University?s approval, a University student station may broadcast games, but only on a low power radio station which will not carry any commercial underwriting or commercial sponsorship or advertising of any kind for such game. Lear?eld shall use its best efforts to provide the widest exposure in the most professional manner relative to all broadcasts. University may request that Lear?eld exercise its rights to certain radio broadcasts for such sports as soccer, volleyball and softball. If Learfield declines to exercise such rights upon thirty (30) days notice of such request, University may exercise those rights, and may retain any sponsorship revenues resulting from the exercise of such rights without offset to any fees set forth herein. 2.2 Radio Network. Learfield shall develop a network ("Network") of radio stations to carry programming, to include all football, men's and women's basketball, and baseball games, as technically possible and at the option of the af?liates, throughout Texas and Eastern New Mexico. The Network?s coverage shall be in breadth and quality at least commensurate to that of the network historically provided during the 2008 2009 athletic year. Lear?eld will use every effort to provide full and complete coverage in the State of Texas and Eastern New Mexico, with particular emphasis on the Houston, Austin, San Antonio, Dallas, Lubbock, Amarillo, El Paso, Tyler-Longview, Beaumont, Wichita Falls, Midland-Odessa, Big Spring, San Angelo, Clovis, NM, Hobbs, NM, and Roswell, NM markets, particularly as it relates to program clearance for football and men's and women?s basketball. Lear?eld will use every effort to expand the coverage of baseball to additional markets besides Lubbock. 2.3 On-Air Talent. Learfield will employ, at its own expense, any and all personnel Lear?eld deems necessary to conduct broadcasts covered by the Agreement. Final selection of all air talent for all games, including, but not limited to pre-game, post?game, coaches? shows and other events to be broadcast must have the approval of University which approval will not be unreasonably withheld. 2.4 Programming. At the sole cost and expense of Learfield, Lear?eld shall produce, originate, broadcast and distribute the following programming, in a quality at least commensurate to the quality of broadcasts historically provided during the 2008?2009 athletic year, with state-of?the-art equipment and quality: A. Football and Men?s and Women?s Basketball Games. Learfield will produce, sell, commercially distribute and clear on a network of radio stations live broadcasts of each regular-season and post-season game for University varsity football, which may include the spring football game; (ii) each exhibition, regular?season and post?season men?s basketball game; and each exhibition, regular-season and post-season women?s basketball game. Each broadcast shall include pre-game and post-game shows with live or taped, as available, coaches? interviews, in addition to comprehensive description of game action. Lear?eld shall pay for and provide for a play-by-play announcer and a color commentator; a producer- engineer for football and men?s and women?s basketball; a sideline announcer for football; and pay all costs associated with the operation and production of the broadcast. B. Baseball Games. Learfield will provide live broadcasts in the Lubbock, Texas market of regular season and post-season baseball games. C. Coaches? Radio Shows. To the extent those rights are owned by University, Learfield will produce, sell, commercially distribute and clear on a network of stations approximately fifteen (15) weekly coaches? shows each year that will be sixty (60) minutes in length for each of football, men?s and women?s basketball and baseball. University will be responsible for any compensation of each coach for such shows as required pursuant to the individual coach?s contract with University. Further, to the extent such rights are owned by University, Lear?eld is hereby granted the exclusive rights, at its option, to produce coaches? radio shows for other sports. University shall make best efforts to require coaches to be in attendance at each show agreed to under such contracts, provided the time commitments undertaken by each such coach is consistent with the coach?s primary coaching responsibilities and each coach?s contract with the University. If a coach?s contract does not require the coach to be in attendance at each show, then University will use its best to encourage the coach to be in attendance at each show. If a coach?s current contract does not require the coach to be in attendance at each show, University will use its best efforts to include such a requirement in subsequent contracts with such coach. The coaches? shows may be broadcast with the coach participating by telephone in certain limited pre?arranged instances, or, through an assistant coach under certain limited circumstances. However, University shall make best efforts to provide such head coaches live. Learfield shall notify University at least ninety (90) days prior to the commencement of any season whether it intends to broadcast coaches? shows for any sport in addition to football, men?s basketball, women?s basketball, and baseball. In the event Lear?eld does not broadcast coaches? shows for any sport other than football, men?s basketball, women?s basketball, and baseball, University may, if it determines there is interest, request that Lear?eld use its best efforts to exercise its rights to certain coaches? shows for sports other than those identi?ed above. If Lear?eld declines to exercise such rights upon thirty (30) days notice of such request, University may exercise those rights, and may retain any sponsorship revenues resulting from the exercise of such rights without offset to any fees set forth herein. Lear?eld may sell a specific placement of any or all of the coaches? shows at a location to be determined by Learfield, such as a local restaurant or other campus or off- campus location and University will make the coach available at such location. Placement of any coaches? shows at a location outside of the Lubbock, Texas area will require the coach?s and University?s approval. D. Technical Requirements. Learfield shall satisfy University as to all technical requirements which are necessary to adequately broadcast University athletic events and coaches? shows. 2.5 Additional Broadcast Rights. Notwithstanding anything contained in Section 2.1 through 2.3 to the contrary, it is agreed that from time to time forms or methods of additional distribution rights may arise or be created that might not have been contemplated or specifically mentioned in this Agreement, and these rights shall be subsequently included in the rights granted to Lear?eld based upon the approval of the University, which approval shall not be unreasonably withheld, and the net revenue from such rights shall be added to the AGR. 2.6 Football, Men's Basketball and Women?s Basketball, and Baseball Coaches' Television Shows. To the extent those rights are owned by University, Lear?eld shall have the exclusive rights to broadcast and sell sponsorships in weekly coaches? television shows for football, men's basketball and women?s basketball, and baseball. Learfield shall also have the exclusive rights to broadcast and sell sponsorships in a weekly television ?all sports? magazine show featuring the coaches of spring sports. If the Parties agree to proceed with coaches? television shows for any other sports outside of those mentioned above, any net revenue (revenue less expenses such as coach?s compensation, production, and distribution for the shows) will be included in the AGR as hereinafter defined. University shall require coaches to be in attendance at each show only to the extent such requirement exists in the respective coach?s contract. Lear?eld may sell a specific placement of any or all of the coaches? shows at a location to be determined by Lear?eld, such as a local restaurant or other campus or off-campus location and University will make its best efforts to make the coach available at such location. Placement of any coaches? shows at a location outside of the Lubbock, Texas area will require coaches? and University?s approval. In this regard, it is agreed that a period of time which is suf?cient for the production of a thirty-minute weekly coaches? television show will not interfere with a coach?s primary responsibilities to University. If a coach?s contract does not require the coach to be in attendance at each show, then University will use its best efforts to encourage the 10 coach to be in attendance at each show. If a coach?s current contract does not require the coach to be in attendance at each show, University will use its best efforts to include such a requirement in subsequent contracts with such coach. 2.7 Third Tier Television Broadcast Rights. University agrees to license Lear?eld the exclusive rights to broadcast television play-by-play programming which is not otherwise prohibited by Exclusive Contracts or University?s af?liation with the Big 12 or the NCAA (?Third Tier Television Rights?). Such Third Tier Television Rights include football, men?s basketball, baseball and women?s basketball games, preview shows, a video season ticket podcast, replay shows, and video magazine shows. Learfield will retain all revenue generated (less incremental costs) from the Other Television Rights and such revenue will be included in the calculation of the AGR. 2.8 Miscellaneous Terms Applicable to Coaches. Subject to the coaches? employment agreement and any pre-existing contractual sponsorship obligations, University will encourage its coaches to cooperate with Lear?eld should Lear?eld need to obtain an endorsement that is bene?cial in maximizing the income from the rights granted under this Agreement; nevertheless, Lear?eld acknowledges that coaches shall not be required to endorse a particular product. University will use its best efforts to prevent its coaches from participating, directly or indirectly, in the endorsement of any product or service that competes with the products or services offered by Lear?eld?s sponsors. Except as set forth herein, and subject to each coach?s employment agreement with University, University will encourage its coaches to cooperate with Lear?eld to accommodate reasonable requests of Lear?eld for its sponsors (such as special appearances, autographs, and letter-writing). If a coach?s contract does not require the coach to cooperate with Lear?eld to obtain an endorsement or accommodate reasonable requests of Learfield for its sponsors, then University will use its best efforts to encourage the coach to cooperate with Lear?eld to obtain an endorsement or accommodate 1] reasonable requests of Lear?eld for its sponsors. Coaches or their assignees will be compensated by Lear?eld for endorsements made by the coaches at Lear?eld?s request, unless the coach?s rights have been assigned to University. Any coaches? endorsements by Learfield must conform to the laws of the State of Texas, and University, Big 12, and NCAA rules and guidelines. 2.9 Video/DVD Rights. If Lear?eld and University mutually agree that a season ending highlight video or DVD is warranted for a particular University team, Lear?eld shall, at its expense, produce or cause to be produced and sell or cause to be sold, such video or DVD. The ?nal production of any such highlight video or DVD shall be subject to University?s approval, such approval not to be unreasonably withheld. Any net revenue (in excess of the cost of producing and selling the video or DVD) shall be considered part of the AGR. 2.10 Athletic Internet Site and Internet Video Streaming and e-Commerce. While University will control and produce the University?s of?cial athletic website, University hereby licenses Learfield the exclusive rights to all sponsorship revenue generating opportunities which now or in the future may exist on the University?s Of?cial Athletics Website including, but not limited to, all rights to sell sponsorships in the form of company logos and messages on University?s OAS, direct internet access to other websites as well as all other sponsorship opportunities which now or in the future may exist in the future on the OAS. All resulting revenue derived by Lear?eld from these rights shall be added into the calculation of the AGR. Notwithstanding anything contained in this Section 2.10 to the contrary, Lear?eld acknowledges that the University presently has an existing agreement with CSTV (of?cial provider of the OAS) and until and unless such agreement is either terminated or assigned to Lear?eld, Lear?eld shall not have the right to manage, produce or further develop the OAS. Lear?eld will, however have the right to the sponsorship sales and creation of new revenue opportunities on the OAS and all related 12 revenue will be included in the AGR (less any fees or commissions due CSTV). Upon termination of University?s agreement with CSTV, Lear?eld shall have the ?rst Option (subject, however to University?s agreement with to take over the OAS contract rights and negotiate a new agreement with CSTV or a similar OAS provider, subject to University approval, which approval shall not be um?easonably withheld. At such time that the existing agreement between University and CSTV is terminated or assigned to Lear?eld, Lear?eld agrees to pay University an annual fee (to be added to the Guaranteed Royalty Fee as described in Section 4.1) equal to the amount of the revenues previously paid to University by CSTV to be increased at a rate equal to the average increase in revenues paid by CSTV to University in the prior three (3) years. Subject to the above referenced agreements with CSTV and University further licenses to Lear?eld throughout the Term the exclusive rights to all video streaming revenue which will be included in the calculation of the AGR. The e-commerce revenue associated with the sale of merchandise through University?s current on-line store will belong to University. 2.11 Game Program Production and Sponsorship Rights. 2.11.1 Football; Men?s and Women?s Basketball and Baseball. Lear?eld shall have the exclusive right to print, publish, distribute and sell sponsorship space in football, men?s and women?s basketball and baseball game programs (or similar game day publications) for all home games played by University and those designated as home games although played on a neutral site, during its regular seasons. 2.11.2 Matters Relating to All Programs. All costs of printing and distributing all 13 athletic game programs will be the responsibility of Learfield. The quality and quantity of the game programs will be not less than what has historically been produced on a per-game basis for University based on sales demand. University shall be responsible for providing all written content and editing thereof that is required for each program and will work with Lear?eld to determine the design of programs and in some instances will be responsible for design elements of the programs. University retains ?nal control of all content of its game day publications but will not have control over sponsorships in game day publications which control will belong exclusively to Lear?eld. University shall be responsible for supplying Learfield or its printer with game program content not less than 35 business days prior to a program?s publication for ?static? pages and not less than 7 business days for ?change? pages. Lear?eld will provide University with a mutually agreeable reasonable number of complimentary programs, schedule cards, and/or player roster cards for football and men?s and women?s basketball and baseball games adequate for University?s requirements and consistent with the amounts provided by University in the past, including, but not limited to all suite and club seat holders, media, and student-athletes taking into consideration a reasonable number of additional club seats and suites added by University during the Term which provide for a program to be given to the person occupying such seat. In addition to the sponsorship revenue from game day programs, Lear?eld will retain all game day vending revenue from program sales which shall be included in the calculation of the AGR. 2.12 Sponsorship Signage. Except as otherwise set forth in this Agreement, University grants Learfield the exclusive rights to sell sponsorships on all the existing as well as all the future permanent signage (electronic or otherwise), subject to Section 2.12.4 below, and temporary signage in all University athletic venues, including, but not limited to, 0 Jones Stadium 14 0 United Spirit Arena 0 Dan Law Field and further grants to Lear?eld the exclusive rights to sell sponsorships on all permanent and temporary signage, in all other University athletic venues not including the Student Recreation Center and the Rawls Golf Course. If, during the Term, University decides to install new electronic or enhance existing electronic signage or install new video boards or enhance existing video boards at any of its athletic venues (collectively the ?New Signage?), Learfield will have input into the New Signage in order that Lear?eld can manage the sponsorships which will result from the New Signage and, subject to Paragraph 2.12.4 below, Lear?eld will retain all revenue from the New Signage. All revenue collected by Lear?eld from the New Signage shall be included in the calculation of the AGR. The foregoing notwithstanding, University reserves the rights to utilize signage (electronic or otherwise) for such reasonable amounts of time as agreed upon by Lear?eld for pre-game, half-time, quarter breaks, game time-outs or post-game for University?s need to promote University sports, the University or University events or accomplishments, or athletically-related activities as deemed reasonably necessary by University but in no event for any commercial underwriting or commercial sponsorship or advertising of any kind. 2.12.1 Athletic Venue Sponsorship Rights. The speci?c athletic venue sponsorship rights will include, but not be limited to, the following existing signage: Jones Stadium (?Stadium?): Video board advertising displays Fascia signage Field level and sideline signage, provided, however, that signage will not be allowed on the ?eld level wall 15 Facade, Tunnel and Concourse Signage End Zone Banners Temporary Signage Message Center Displays Promotions at all events, subject to University approval Press conference backdrops (subject to existing University agreements) Coaches? headsets (subject to existing University agreements) Football goal post pads Field Goal Nets Virtual signage during telecast Sideline employees? chain crew, managers, etc.) clothing and equipment Cup Holders, if available Sideline cooling systems Sidelines equipment crates Other opportunities as approved by the University United Spirit Arena Signage: Rights to the center hung scoreboard signage Rights to the University?s video board displays Rights to the University?s LED displays Scoreboard, fascia and vomitory displays Scorers? table, press row and baseline table advertising panels (rotational, digital, or static) University and opposing team bench chair backs Message center displays 16 Video advertising displays Basketball goal posts padding Basketball backboard supports (goal pro?le) Team entry canopies/signage Playing surface logo opportunities, as approved by the University Shot clock advertising panels Suite Signage Virtual signage during telecast Static signage opportunities that either currently exist or which Lear?eld may elect to sell in and around concession areas, facility entries/exits, restrooms, concourses, portal entries/exits into seating areas Concession, concourse and lobby displays (with University?s permission and subject to existing University agreements) Temporary signage and displays Plastic souvenir cups and concession (food) containers (subject to existing University agreements) Courtside employees, not to include scorer?s table personnel ball boys, managers, etc.) clothing and equipment Scoreboard signage in the practice area Blimp signage (with University?s permission) Pro?le signage Other opportunities as approved by University Dan Law Field Elements: 17 Main scoreboard video displays Main scoreboard LED displays Main scoreboard static basket and panels Out?eld wall signage Message Center displays Video advertising displays Public address announcements University and opposing team dugout and bench signage Playing surface logo opportunities as reasonably approved by University Static signage including signage selected to be placed in and around concession areas, facility entries/exits, restrooms, concourses, portal entries/exits into seating areas Temporary signage and displays for special events Plastic souvenir cups and concession (food) containers (subject to existing University agreements) Field employees clothing and equipment for ball boys, managers, etc. but not umpires Other opportunities reasonably approved by University 2.12.2 Existing Message Board, Video board Rights, and Public Address Announcements. University grants Lear?eld the exclusive rights to secure sponsors for announcements, messages and video board displays on existing public address, electronic ribbon boards, scoreboards or video boards including, but not limited to, out of town scores, trivia, statistics, features, segments, replays, commercial logo branded messages and contests (collectively the ?Message Sponsors?). Upon request, University shall have the right to review and approve the Message Sponsors which approval will not be unreasonably withheld. University will provide 18 Lear?eld and its sponsors the necessary production and execution support needed for such announcements and messages at no cost to Learfleld. The amount of necessary production and execution suppon provided will be reasonable and commensurate to that amount provided by University for University sponsors in the past. Any production and execution support over and above these reasonable amounts will be billed to Lear?eld by University at prevailing rates 2.12.3 Maintenance of Sponsorship Signage, Message Boards and Video boards. Lear?eld shall be responsible for all costs and expenses relative to any copy or art changes or replacement of existing signage, including, but not limited to, the identi?cation of new sponsors or the repair or upgrade of existing sponsor signage. University will be responsible for the maintenance of both the existing and any new permanent signage and equipment, including the video boards, rotating signage and static signage. University will also be responsible for payment of the game-day video board production charges. University will make its best efforts to ensure that all such signage will be repaired in a timely manner in order to make such signage fully functional and operational. If, despite University?s best efforts, signage at a game or event is not fully functional or operational, irrespective of the reason, Lear?eld will use its best efforts to make good any signage not available to a sponsor with other inventory. If, despite Lear?eld?s best efforts to make good any signage which was not available to a sponsor with other inventory, the sponsor will either not accept the make good inventory in complete satisfaction of the lost signage, or if the sponsor accepts less than all of the make good inventory reSulting in a dollar amount still owed to the sponsor by Lear?eld (collectively the ?Make Good Dollar Amount?), then the Guaranteed Royalty Fee shall be reduced by the Make Good Dollar Amount; provided, however, if Lear?eld?s insurance company pays a claim for the Make Good Dollar Amount, then no reduction in the Guaranteed Royalty Fee will occur. 2.12.4 New Inventory Items and Capital Proiects. It is understood and acknowledged that 19 from time to time University may wish to install new items or upgrade existing items which are capable of adding value to the inventory available under this Agreement or enhancing the value of the existing inventory. Any such items installed at a cost of less than $250,000 to University shall be deemed ?New Inventory Items?. The net revenue received by Lear?eld from any New Inventory Items shall be included in the calculation of the AGR each year. Any new items or upgraded existing items installed at a cost of $250,000 or more to University shall be deemed ?Capital Projects?. For each Capital Project in which Learfield participates, Lear?eld shall increase the Guaranteed Royalty Fee by an amount equal to sixty-?ve percent of the annual sell-out value of all available inventory created by the Capital Project for each year remaining in the Term (the ?Capital Royalty Subsidy?). The annual sell-out value of the Capital Project shall be determined by mutual agreement utilizing a rate card value estimate, taking into account inventory pressures, market conditions, timing of the decision for the Capital Project, and similar pricing for inventory at similar institutions for that venue in particular and University?s existing inventory. Payment of the Capital Royalty Subsidy shall be made in two equal installments on the same dates as Lear?eld pays University the Guaranteed Royalty Fee (as described in Section 4.1 below). At such time, the revenue share hurdle amount will increase by two (2) times the new agreed upon Capital Royalty Subsidy amount. If University and Lear?eld mutually agree that the incremental value and subsequent Capital Royalty Payment from Lear?eld is insuf?cient to fund such Capital Project, University may exercise those rights and retain sponsorship revenues resulting from the exercise of such rights for no less than the amount necessary for University to make its annual payments related to the Capital Project (?Capital Project Payments?) without offset to the AGR. Any sponsorship revenue in excess of the cost of such Capital Projects will be included in the Lear?eld revenues and calculation of the AGR each Athletic Year such Capital Project revenues exist. University will consult with Lear?eld on 20 such Capital Projects in the athletic venues for the purposes of maximizing the available inventory to create the most incremental rate card value. For any Capital Projects in which Learfield does not participate, University agrees that it will request and make best efforts to encourage any Sponsor(s) which would choose to purchase inventory on such Capital Projects to continue their sponsorship with Lear?eld at no less than historical levels. Should any sponsor(s) associated with a Capital Project in which Lear?eld does not participate reduce their spending levels with Lear?eld as a direct result of the Capital Project spending, University agrees to provide Lear?eld with a rights fee credit commensurate with the lost sponsorship revenue. 2.12.6 Temporary Signage. Temporary signage rights at games or events which occur at a neutral venue will be governed by the provisions of Section 1.5. 2.13 Promotional Items and Events. Throughout the Term, University grants Learfield the exclusive rights to the following promotional items and events: 2.13.1 Printed Promotional Item Rights. Learfield will have the exclusive right to sell sponsorships on all University printed promotional items including, but not limited to, team rosters, ticket backs, parking passes, roster cards, media guides, ticket applications and mailer inserts, ticket envelopes, posters, sports calendars, fan guides, trading cards and schedule cards ("Printed Materials"). University and Lear?eld will mutually agree on an annual basis upon the sponsors, content and amounts of Printed Materials. However, the quantity (numbers produced) and quality will be no less than was being historically produced by or for University. University will be responsible for the design of Printed Materials. All expenses and costs of historical Printed Materials will be the responsibility of Lear?eld. 2.13.2 Game Sponsorship and Promotional Sponsorship Rights. Lear?eld will have, at a minimum, the right to secure sponsors for pre-game, game ?time-outs?, half-time, and quarter breaks 21 sponsored promotional activities and special game day on-?eld and on-court promotions or contests as well as official game sponsorships. University reserves the right to use, at no cost and expense to Lear?eld, a reasonable amount of time to be agreed upon by Lear?eld during any pre-game, game ?time-outs?, half-time, and quarter breaks for University?s need to promote University?s fundraising efforts, development projects, sports, upcoming University events or accomplishments, or athletically related activities. Promotional activities may include, but are not limited to, premium item giveaways, fan contests on the ?eld, ?oor, or in the stands, sponsored entertainment acts, product samplings, in?atables, games, temporary signage, couponing and free product distribution and product displays; provided, however, this is not intended to exclude approved University student organizations? fundraising activities and other similar recognition which do not have any commercial endorsement which in all events is strictly prohibited. By the ?rst day of December of each year, Lear?eld will coordinate and discuss with University an annual game/event promotions sales plan. University will provide Lear?eld with assistance in the sponsorship, promotions and implementation/facilitation as needed during these game-related activities. 2.13.3 Game Dav Hospitality Rights. Lear?eld shall have the exclusive rights to all corporate hospitality tents in Raider Village and related group ticket sales (?Hospitality Rights?) with the exception of the Red Raider Club hospitality tent. The net sponsorship revenue, if any, from Hospitality Rights shall be included in the calculation of the AGR. 2.13.4 Fan Festival Rights. In addition to those rights described in Section 2.12.2, Lear?eld shall have the exclusive right to sell sponsorships, sponsorship packages (including tickets, meal and beverage vouchers) and corporate involvement for any interactive fan festival or related activities including the University?s spring football game, as well as those that Lear?eld creates in the future for other events such as men?s and women?s basketball. The net sponsorship revenue from such 22 events shall be included in the calculation of the AGR. The following are examples of at-event impact sponsorship inventory which will be available throughout the Term exclusively to Lear?eld but such examples are not intended to be the only available inventory: Product displays Sampling, couponing and free product distribution to fans attending University events Title and/or rivalry sponsorships of University athletics events held in Lubbock, Texas Presenting sponsorships of University athletics events Pre?game post-game, half-time and timeout in-arena/stadium, promotions, contests, mascot appearances, corporate recognition/presentations, and/or giveaways Plastic souvenir cups and concession (food) containers (subject to existing University agreements) In?atables/games Kid?s Club sponsorships Varsity team tournaments and special events Ancillary entertainment opportunities such as half-time shows, etc. Midnight Madness?type events 2.13.5 Licensing Opportunities Retail Promotions. Commensurate with historical broadcast and sponsorship agreements, subject to existing license agreements, and in accordance with current logo licensing guidelines (http: t? 1 University grants Lear?eld the right to use University?s name, athletic trademarks, athletic service marks, athletic logos or athletic symbols at no cost to Lear?eld and its sponsors with regard to any promotions, sponsorships, commercial endorsements, or any other marketing activities covered in this Agreement; 23 provided, however, Lear?eld agrees that the sale or giveaway of University logo bearing merchandise by Lear?eld or a sponsor is prohibited unless such sale and giveaway occur through a licensed University provider. Lear?eld shall have the right to sell sponsorships in public places which make use of a University athletic logo (?Speci?c Sponsorships?) throughout the Term of this Agreement subject only to University?s written approval of the style and presentations of the Speci?c Sponsorship in order to verify that it is in fact a sponsorship, such approval will not be unreasonably withheld. Lear?eld will utilize the Corporate Partner Double logo for Speci?c Sponsorships and logo bearing merchandise co-branded with other business marks. If Lear?eld is prohibited by University from selling Speci?c Sponsorships at the same or higher historical levels, the Parties will agree upon an appropriate offset against the Guaranteed Royalty Fee. Lear?eld and those Lear?eld sponsors of University will have the right to use tickets in their retail promotions and all their projects which are related to Lear?eld?s rights under this Agreement. The Parties agree not to allow the use of athletic event tickets for promotional purposes (that speci?cally compete with Lear?eld?s sponsorship sales efforts (?Restriction?) by all other parties without the approval of University and Lear?eld. University agrees to place an appropriate notice on all athletic event tickets in order to give effect to the Restriction. 2.13.6 Hospitality Tent. University shall provide to Lear?eld, at no cost to Lear?eld, space for hospitality tents for its clients at all University home football games. However, the cost of the tents, tables, chairs, food and drink, etc. would be borne by Lear?eld. 2.14 Rivalry Series. The Parties will cooperate in the development of additional promotional marketing opportunities, including, but not limited to, the right to market and/or create one or more corporate-sponsored rivalry series for all athletic events, not including neutral site events. Speci?c details of any new rivalry series events will require the approval of the University which approval will 24 not be unreasonably withheld. To the extent those rights would otherwise be owned by University, Lear?eld shall have rights to any non-neutral venue rivalry series created by Lear?eld on an exclusive basis, including sponsorships, game sponsorships, print rights and all other promotional items. As part of any future agreement for a neutral site game whose rights belong to University, University will not, to the extent it has used its best efforts to control, permit the solicitation of any University/Lear?eld client in a major sponsorship category (including, but not necessarily limited to, telephone, insurance, banking, and automobile), and will not permit the solicitation of any competitor of Lear?eld client in a major sponsorship category, for a title sponsorship and secondary or ?presenting? sponsorship. 3.1 Tickets and Parking Passes. Throughout the Term, University will make available to Lear?eld at no cost to Lear?eld an amount of tickets and parking passes to football, men?s and women?s basketball games and baseball games consistent with the historical allocations of tickets and parking passes made available by the University for the 2008 2009 Athletic Year (?Base Ticket and Parking Amounts?). The Base Ticket and Parking Amounts for each sport are described on Schedule 3.1 to this Agreement. Tickets to other University athletic events (soccer, volleyball, wrestling, etc.) will be provided to Lear?eld upon request and as available. In addition to the Base Ticket Amount, University may, upon mutual agreement, provide Lear?eld, at no cost to Lear?eld, single game tickets to football, men?s and women?s basketball and baseball home games. During each Athletic Year of the Term, University will provide Lear?eld the right to purchase up to 80 football bowl game tickets; 80 football Big 12 Championship Game tickets, 12 men?s and women?s Big 12 Basketball Tournament tickets; 20 men?s and women?s basketball NCAA ?rst- and second-round tickets, 32 NCAA men?s and women?s regional tickets, and 50 Men?s and Women?s Final Four tickets; 25 baseball tickets to all NCAA preliminary round and championship games and 25 baseball tickets to each game in the NCAA College World Series contingent upon University teams 25 advancing to the respective post-season game, match or level. The quality of the tickets allocated to Lear?eld will be proportional to the quality of the total tickets made available to University. If, for example, one-third of University?s tickets are in the lower level of the Big 12 Conference Basketball Tournament, one-third of Lear?eld?s allocation of tickets will be in the lower level, as well. 3.2 Football and Basketball Suites. Beginning with the 2010 football season and continuing throughout the remainder of the Term. University will license Lear?eld for its exclusive use one football suite at Jones Stadium (?Football Suite?). Lear?eld will execute University?s standard suite lease agreement and pay the prevailing rate for the Football Suite and tickets, depending upon the size of the Football Suite that Learfield licenses. All housekeeping services and utilities associated with the Football Suite shall be included in the cost of the Football Suite but any host services and food or beverages consumed by Lear?eld in the Football Suite shall be paid for by Lear?eld. Beginning with the 2009-2010 Athletic Year and each year thereafter during the Term, if one or more basketball suites at United Spirit Arena are not sold or licensed by University to a third party by October 1 of each Athletic Year, after University?s diligent and best efforts to sell or license all of the basketball suites, Lear?eld will license one basketball suite (?Basketball Suite?). Lear?eld will execute University?s standard suite lease agreement and pay the prevailing rate for the Basketball Suite and tickets, depending upon the size of the Basketball Suite that Lear?eld licenses. All housekeeping services and utilities associated with the Basketball Suite are included in the cost of the Basketball Suite but any host services and food or beverages consumed by Lear?eld in the Basketball Suite shall be paid for by Lear?eld. 3.3 Existing Agreements. As set forth in Schedule 3.3, University has executed various sponsorship agreements, all of which extend past the 2008 2009 Athletic Year (?Existing Agreements?) and by virtue of this Agreement are hereby assigned to Lear?eld effective July 1, 2009. 26 All of the Existing Agreements that are hereby assigned will be managed, serviced, sold or re-sold by Lear?eld, included in the Guaranteed Royalty Fee consideration and all of the revenue derived therefrom shall belong to Lear?eld and included in the calculation of the AGR. University will continue to provide Learfield ful?llment benefits at the current levels under each of the Existing Agreements throughout the Term of this Agreement, including tickets, hospitality, suite access, parties, trips, signage, outings, merchandise, etc. Lear?eld shall work with University in order to maintain the Existing Agreements and to obtain renewals of such agreements. If University collects any revenue from any Existing Agreements which is due and payable after the Effective Date, it shall notify Lear?eld and the revenue collected by University shall be deducted from the Guaranteed Royalty Fee. All opportunities and rights under the Existing Agreements, which historically belonged to University (excluding those opportunities and rights which have been used by University to promote ticket sales and University or University events or accomplishments) shall belong exclusively to Lear?eld for its sponsorships needs. 3.4 Parking, Travel, Use of Facilities, Staffing and Lear?eld Functions: University will also provide credentials and parking on all game days for Lear?eld?s staff members and up to six of its senior executives. A. University will pay for the travel expenses for Lear?eld?s radio crew (consisting of 4 persons for football and up to two persons for men?s basketball and up to two persons for women?s basketball and baseball) on the team?s charter, subject to available space, to such away games in which University?s teams appear but Lear?eld will be responsible for the broadcasting crew?s hotel, per diem, and if applicable, commercial airline or vehicular travel, expenses. B. University will make best efforts to provide Lear?eld with space, subject to 27 availability, on any chartered aircraft carrying University?s football and men?s and women?s basketball teams, for up to four people for football and up to two people for men?s and women?s basketball for Lear?eld?s client development. 3.5 Of?ce Space. University acknowledges and agrees that Lear?eld?s performance under this Agreement and the resulting bene?ts to University will be better enhanced if Lear?eld is provided of?ce space on the campus of University, preferably near or within University?s Athletic Department (?Of?ce Space?). Subject to available adequate space, University will provide appropriate Of?ce Space and the use of existing of?ce furniture in a University athletic facility to Lear?eld during the Term of the Agreement at no additional cost to Lear?eld. The location of the Of?ce Space shall be within University?s sole and reasonable discretion. Lear?eld acknowledges and agrees that adequate space will not be available prior to the completion of renovations to the East side of Jones Stadium, and agrees that it will be responsible, at its sole cost, for securing of?ce space, furniture, and internet and telephone service for its operations pending completion of such renovations. Any changes or enhancements relative to the Of?ce Space and furniture therein shall be at the sole cost and expense of Lear?eld, and shall be at the prior written consent of University. The Of?ce Space shall be of a size and quality to accommodate up to four (4) full-time Lear?eld employees and one intern. Lear?eld may, in its sole discretion, hire additional personnel. University will provide telephone and internet access to Lear?eld in the Of?ce Space at no cost to Lear?eld; however, Lear?eld will be responsible for reimbursing long distance toll charges. In addition to telephone long distance charges, Lear?eld will be responsible for paying for out-of?pocket expenses. University will pay for all utilities relating to the Of?ce Space. If Lear?eld needs to expand its staff to carry out its responsibilities under this Agreement, subject to availability, University shall use its best effort to provide Lear?eld additional of?ce space, rent-free, to accommodate such need in 28 reasonable proximity to Lear?eld?s Of?ce Space, or in different space large enough to accommodate all of Lear?eld?s needs. 3.6 Exclusions. Lear?eld acknowledges that University has exclusive licensing agreements with Nike, Adidas, Coca-Cola, Barnes Noble, Sodexho, Campus Design, CSTV, Covenant Health Systems, Plains Capital Corporation, Under Armour, and Texas Tech Alumni Association (collectively the ?Existing Licensees?) and none of the dollars associated with these existing agreements shall belong to Lear?eld. Notwithstanding anything contained in this Section 3.6 to the contrary, Lear?eld shall have the right to pursue and sell Existing Licensees additional sponsorship opportunities not speci?cally covered by University?s license or sponsorship agreements with any or all of them. Lear?eld further acknowledges that University has an exclusive licensing agreement with Covenant Health System (?Covenant?) pertaining to advertising on the marquee outside of United Spirit Arena and on the video board in Jones Stadium and none of the rights granted to Lear?eld under this Agreement include these marquee and football video board agreements with Covenant. However, University has additional licensing agreements with Covenant totaling $73,672.75 for the 2008-09 Athletic Year, the rights and dollars associated of which are due and payable after June 30, 2009 will be granted to Lear?eld. Lear?eld further acknowledges that University has an exclusive licensing agreement with Plains Capital Corporation (?Plains?) pertaining to advertising on the video boards on the north end of Jones Stadium and in the United Sprit Arena, and that no other banks will be permitted to sponsor those video boards. However, any additional dollars which Plains may decide to spend on sponsorships will belong to Lear?eld. Also, University has additional licensing agreements with Plains totaling $82,500 for the 2008-09 Athletic Year, the rights and dollars associated of which (due and payable after payment of the 2008-2009 29 fees) will be granted to Lear?eld. 3.7 Ef?cient Operation. Except as otherwise provided in this Agreement, Lear?eld will furnish all labor, management, supplies, and equipment necessary to fulfill its obligations herein; provided, however University will provide non-financial assistance for sponsorship fulfillment and execution at no expense to Learfield (such as the implementation of an on-?eld or on-court contest during pre-game, halftime or a time-out). 3.8 Permits. Lear?eld will be ?nancially responsible for obtaining all required permits, licenses, and bonds to comply with pertinent University rules and policies and municipal, county, state and federal laws, and will assume liability for all applicable taxes including but not restricted to sales and property taxes. 3.9 Successful Performance. Recognizing that successful performance of this Agreement is dependent on mutual cooperation between the Parties, Lear?eld will meet periodically with University to review Lear?eld?s operations pursuant this Agreement and make necessary adjustments. 3.10 Use of the name "Red Raider Sports Properties Lear?eld agrees the use of the name "Red Raider Sports Properties, is permitted for Lear?eld use solely in accordance with Lear?eld performance under this agreement. Learfield is an independent contractor and is not to be considered, nor will it portray itself as an agent, servant, or employee of University. Further, Lear?eld agrees to indemnify and hold harmless University, its of?cers, employees and agents from any claims, demands, causes of action, damages including reasonable attorney fees caused by or arising out of Lear?eld's use of the name ?Red Raider Sports Properties, University retains the right at any time to require Lear?eld to cease use of the Red Raider name upon thirty (30) days prior written notice to Learfield but only if Lear?eld misuses the name or materially breaches the Agreement which breach is not cured within the time period set forth in this Agreement, whereupon Lear?eld will have 30 thirty (30) days from the date of its receipt of the notice to fully cease using the Red Raider name. 3.11 Other Fulfillment Bene?ts. In addition to all of the other ful?llment bene?ts to be provided by University to Lear?eld throughout the Term as elsewhere provided in this Agreement, University will further provide to Lear?eld, at no additional cost to Lear?eld, throughout the Term, the following other ful?llment bene?ts (collectively the ?Other Bene?ts?) at a level commensurate with those Other Bene?ts provided during the 2008 2009 Athletic Year (collectively the ?Bene?t Levels?), video screen production for football, men?s and women?s basketball, baseball and women?s volleyball, video screen production/men?s and women?s TV production; TV coaches? show production, a limited amount of commercial production at a level in good faith to be mutually agreed upon between the Parties and a videographer for all of the TV coaches? shows. The amount of necessary production and execution support provided will be reasonable and commensurate to that amount provided by University for University sponsors in the past. Any production and execution support over and above these reasonable amounts will be billed to Lear?eld by University at prevailing rates. If any or all of the Other Bene?ts are not provided to Lear?eld by University at the Bene?t Level in any year of the Term, the Guaranteed Royalty Fee shall be reduced, dollar?for?dollar by the dollar value of the Other Bene?ts not received by Lear?eld. If it requests, University shall have the right to review and approve all video board content which approval will not be unreasonably withheld. 3.12 Reversion of Rights Upon Termination. Upon termination of this Agreement, all rights granted herein to Lear?eld will revert back to University. Lear?eld shall pay to University a pro rata share of the Guaranteed Royalty Fee due as of the date of termination of this Agreement, as well as all revenue received by Lear?eld attributable to the period of time following such date. 31 4.1 Guaranteed Royalty Fee. As payment for the rights licensed under this Agreement, Lear?eld will pay University a Guaranteed Royalty Fee in such amounts as set forth below, which amounts include any fee which might otherwise be payable to University by reason of this Agreement. The Guaranteed Royalty Fee described below is based upon all of the following assumptions being materially accurate (collectively the ?Assumptions?): that at a minimum, the inventory available to Learfleld for sponsorship sales shall be not less than the Base Sponsorship Inventory (as listed in Exhibit 1.1 ?Base Sponsorship Inventory?); and that a minimum of $500,000 in men?s basketball sponsorship revenue for the 2008 2009 Athletic Year was received by University from inventory University?s athletic department controls and will continue to control throughout the Term; the actual total revenue received by University?s athletic department marketing areas for the University?s fiscal year ending August 31, 2008 was $2,109,174 for external operations and $514,106 for radio network; and all of the exclusive rights held by the University?s athletic department and granted to Lear?eld under this Agreement are available to Lear?eld throughout the Term. If any or all of the Assumptions do not occur, or remain in effect for the entire Term of the Agreement, the Guaranteed Royalty Fee will be adjusted downward on a dollar-for?dollar basis. If the Base Sponsorship Inventory or elements are materially reduced or eliminated, University will either replace inventory or alleviate those issues speci?cally identi?ed by Lear?eld in writing associated with such inventory to Learfleld?s reasonable satisfaction, which shall not be unreasonably withheld, failing which the Guaranteed Royalty Fee amount shall be reduced on a dollar-for-dollar basis should the University and Lear?eld fail to negotiate a mutually acceptable remedy. All Guaranteed Royalty Fees owed by Lear?eld shall be paid one-half on December 31 and one-half on June 30 of each Athletic Year with a final distribution of any income derived through the agreed AGR formula or other adjustments made on or before August 3 51 of each Athletic Year. 32 Athletic Year 2009 2010 2010?2011 2011 ?2012 2012?2013 2013?2014 2014?2015 2015?2016 Guaranteed Royalty Fee $2,565,000 $2,665,000 $2,765,000 $2,865,000 $2,965,000 $3 ,165,000 $3,365,000 If the University exercises the Option, then the Guaranteed Royalty Fee for the Extended Period shall be as follows: 2016?2017 2017?2018 2018?2019 $3,565,000 $3,765,000 $3,865,000 Notwithstanding anything contained in this Section 4.1 or elsewhere in this Agreement to the contrary, Lear?eld agrees that it shall not sell the following categories of sponsorship throughout the entire Term of this Agreement, unless otherwise agreed to by University: 0 Gambling (except state authorized lottery and gaming establishments) 0 Liquor (however, malt beverage or wine are permissible except within athletic venues) - Prophylactics Feminine hygiene products 0 Tobacco products 0 Sexually explicit materials. 4.2 Performance Bonus Payments. In addition to the Guaranteed Rights Fee set forth in Section 4.1 and the Revenue Sharing amount set forth in Section 5.1, Lear?eld will pay University a performance bonus based upon the success of University's athletic teams as follows: Football: Bowl Appearance (greater of the two) Any bowl appearance 5,000 BCS bowl appearance $10,000 Men's Basketball (bonuses shall apply for each team reaching the following goals): Big XII Tournament Champion 5,000 NIT Appearance 2,500 NCAA Tournament Appearance (greatest of) Appearance 2,500 Sweet 16 5,000 Elite 8 7,500 Final Four $10,000 Baseball NCAA Tournament Appearance (greatest of) Appearance 1,000 College World Series 2,500 National Championship 5,000 Director's Cup: Top 5 Finish $10,000 34 Any performance bonus payment will be made on or before December 31 of the following Athletic Year. 4.3 Events Which Could Impact the Guaranteed Royalty Fee. The Parties acknowledge that events could occur which would affect the rights granted to Learfield by University which in turn could affect the Guaranteed Royalty Fee. This Section 4.3 is intended to enumerate such events and the effect, if any, of such events on the Guaranteed Royalty Fee. Notwithstanding anything contained in this Agreement to the contrary, a fair and equitable reduction in the Guaranteed Royalty Fee Payment will be agreed upon by Learfield and University if any one or all of the following events occur and thereby reduce Lear?eld?s revenue during the Term of this Agreement, which reduction will be negotiated in good faith by the Parties unless another manner of reduction is otherwise provided in this Agreement: A. University?s football, men?s or women?s basketball or baseball team incurs sanctions which prevent any of them from appearing in conference championship games or post season conference, NCAA, or NIT tournaments (basketball) or bowl games (football) or reduces the number of scholarships which can be offered by NCAA penalties, excluding APR penalties, by up to ten percent or B. The University football, men?s basketball, women?s basketball or baseball programs are no longer a member of the Big 12 (or any subsequent comparable conference to which University belongs); or C. One or more of University?s major athletic programs football, men?s basketball, women?s basketball or baseball) is eliminated or substantially curtailed; or D. Should any acts of terrorism, acts of state or the United States, strikes, labor shortages, epidemics or any natural disaster, including, but not limited to, ?ood, ?re, earthquake, tornado, 35 hurricane or extremely severe weather condition, drought, loss of power, whether or not resulting from a natural disaster, prevent a University football game being played at its originally scheduled athletic venue. However, the Parties recognize that it is preferred that University reschedule a game at a different date or time in an effort to keep the game as a home game instead of moving the location of the game to the visiting team?s home venue or moving the game to a neutral venue; or E. Should the NCAA or the University disapprove of any commercial sponsor that had been previously approved by NCAA or University and for any reason other than compliance with applicable policies, regulations and laws and such disapproval results in a material deviation in the type, kind or quantity of inventory provided to Lear?eld, or results in a previously approved commercial sponsor now being disapproved, and University fails, upon receipt of written notice from Learfield of such a deviation, to cure such deviation within sixty (60) days of such notice, in such case, the University agrees in advance that, pursuant to Section 4.1, Lear?eld may reduce the Guaranteed Royalty Fee dollar for dollar based upon the amount of commercial sponsorship or advertising dollars that were lost due to the exclusion of said sponsor, advertiser, or inventory. 4.4 Capital Stipend. Subject to the provisos below, Lear?eld will pay University a capital stipend in the amount of $500,000 for the 2010 2011 Athletic Year (?First Payment?) and $250,000 for each year of the Initial Term thereafter and each year of the Extended Period if applicable (?Subsequent Payments?, and collectively, the ?Total Video Board Payments?) to be used exclusively by University for funding a new video board for Jones Stadium (?New Video Board?). The Parties intend for the New Video Board to be installed and fully operational so as to be able to display 36 sponsorships as of the ?rst University home football game in 2010 (?Operational Date?). If the New Video Board is not fully operational during the 2010 football season, the First Payment may be delayed until the New Video Board is fully operational, and each of the Subsequent Payments will only be made for the Athletic Years remaining in the Initial Term and the Extended Period, if applicable. University shall give Lear?eld notice of its intent, subject to University?s Board of Regents approval, to install the New Video Board no later than January 15 preceding the football season in which it will be used. If the New Video Board is not fully operational by the ?rst game of the 2010, 2011, or 2012 football seasons, but is operational prior to the third game of said season, Learfield will pay a pro-rata amount of the First Payment based on the number of games in which the New Video Board is operational during that season. If, however, the New Video Board is not fully operational prior to the third game of the 2012 football season, the Parties will negotiate in good faith the appropriate reduction in the amount of the Total Video Board Payments. All capital stipend payments required under this Section 4.4 will be paid in two equal installments on the dates set forth for payment of the Guaranteed Royalty Fee. Lear?eld will have input into the design and sponsorship elements of the New Video Board so as to maximize revenue opportunities and to ensure that the incremental sponsorship assets and value are commensurate to the capital stipend funding. 4.5 Extension Bonus. If University exercises the Option and the Initial Term is extended for the Extended Period, Learfield will pay University an extension bonus payment in the aggregate amount of $500,000 payable in three annual consecutive installments of $166,667, $166,667 and $166,666 beginning on June 30?1 of the Athletic Year in which the Option is exercised, but in no event any earlier than June 30, 2012 and on each June 301h thereafter. 37 5.1 Revenue Sharing. In addition to the annual Guaranteed Royalty Fee, Lear?eld will pay University 50% of collected Adjusted Gross Revenue that exceeds the Revenue Share Hurdle set forth below (?Revenue Share Amount?). AGR is de?ned as collected gross revenue (de?ned as total cash revenue, billed and collected, less agency commissions and third-party rights fees such as NCAA or NIT-related sponsorship fees actually paid) as well as all other direct out-of- pocket promotional costs such as tickets and client ful?llment expenses and production costs actually paid. Lear?eld will provide annual ?nancial reports showing the AGR no later than September 30 of each year of the Term, and such reports shall be subject to audit by University. Athletic Year Revenue Share Hurdle 2009 2010 $5,465,000 2010 2011 $5,665,000 2011 2012 $5,865,000 2012 2013 $6,065,000 2013 2014 $6,265,000 2014?2015 $6,715,000 2015?2016 $7,115,000 If the University exercises the Option then the Revenue Share Hurdle Amounts shall be as follows during the Extended Period: 2016 2017 $7,515,000 2017 2018 $7,915,000 2018 ?2019 $8,115,000 Notwithstanding anything contained in this Section 5.1 or elsewhere in this Agreement to the contrary, 38 if an Adjustment Event or Adjustment Events occur, the Revenue Share Hurdle amounts set forth above will likewise be adjusted to re?ect the loss of revenue derived by Lear?eld under this Agreement. The amount of such adjustment shall be negotiated in good faith by the Parties. 6.1 Trade. Lear?eld will use its best efforts to renew for University during each year of the Term up to the same amount of in-kind-trade bene?ts which exists in the 2008 2009 Athletic Year (?Threshold Amount?). Lear?eld will also use its best efforts to secure during each year of the Term at least $250,000 of additional in-kind-trade bene?ts above the Threshold Amount (?Total Trade Amount?). All trade must be for University?s athletic marketing purposes only media inventory for in-season sponsorships) and will not be affected by any trade obtained by the University. Any in- kind-trade renewed or secured by Lear?eld will not reduce the amount of cash donations or contributions. Lear?eld reserves the right to substitute alternative inventory to current trade customers if those customers are otherwise displacing cash paying customers. 7.1 General Terms and Conditions. The terms and conditions contained in this Agreement will govern and will take precedence over any different or additional terms and conditions which Lear?eld or University may have included in any documents attached to or accompanying this Agreement or in the RFP and the reSponse thereto. Any handwritten changes on the face of this document will be ignored and have no legal effect unless initialed by both Parties. 7.2 Contract Claims Resolution. Learfield shall use Texas Government Code, Chapter 2260?s dispute resolution process to attempt to resolve any claim for breach of contract arising under this Agreement that is not resolved in the ordinary course of business. Chapter 2260 requires Lear?eld to initiate the process by providing written notice of a claim and negotiating with the University, conditions precedent to the contested case process. Governed by rules adopted by the Texas Attorney General?s Office, the contested case process is Lear?eld?s sole and exclusive method 39 to seek a remedy for breach, unless, after considering the Administrative Law Judge?s report, the Legislature gives consent for Lear?eld to sue under Chapter 107 of the Civil Practices and Remedies Code. An event or claim for breach of contract is not grounds for Under Armour to suspend performance under this Agreement. THE UNIVERSITY DOES NOT WAIVE SOVEREIGN IMMUNITY BY ITS EXECUTION OF OR BY ANY CONDUCT OF ITS REPRESENTATIVES UNDER THIS AGREEMENT. 7.3 Choice of Law, Forum Selection, Entire Agreement and Amendment. This Agreement will be construed under Texas law (without regard for choice of law considerations). This Agreement and the Schedules attached hereto constitutes the entire agreement and understanding of the Parties and replaces any prior or contemporaneous agreement, whether written or oral, including, but not limited to the RFP. No amendments to this Agreement will be effective unless in writing and signed by the Parties. Courts located in Lubbock, Texas, shall have exclusive jurisdiction over any disputes relative to this Agreement, pending outcome of the Contract Claims Resolution process set forth in paragraph 7.2 above. 7.4 Assignment. Learfleld may not assign any rights or obligations of this Agreement without the prior approval of University, which approval will not be unreasonably withheld. This Agreement will be binding upon Lear?eld, or its successors and assigns, if any. Any assignment attempted to be made in violation of this Agreement will be void. Notwithstanding anything contained in this Section 7.3 to the contrary, Lear?eld will have the right to assign this Agreement and its rights and obligations hereunder to an entity it either controls (owns more than 50%) or manages. 7.5 Termination. Either party may terminate this Agreement in whole or in part for cause upon ninety (90) days written notice if the other party fails to comply with any material term or condition of this Agreement, becomes insolvent or ?les for bankruptcy protection, or fails to comply 40 in a material way with the requirements of this Agreement. Notwithstanding anything contained in this Section 7.4, the terminating party must state with particularity the speci?c matters of the other party's non-compliance, whereupon the other party shall have ninety (90) days to cure such matters, or such longer period if said other party is diligently pursuing a cure. In the event of any material noncompliance on the part of Lear?eld, Lear?eld shall continue to pay its Guaranteed Royalty Fee under this Agreement unless Lear?eld?s noncompliance is a result in whole or in part by the actions or inactions of University; provided, however, any royalty fee, or similar fee collected by University for the same period covered by this Agreement from any third party or if University elects to administer the rights herein itself, shall offset Lear?eld?s obligation to pay the Guaranteed Royalty Fee by such amounts. 7.6 Independent Contractor. Lear?eld will perform its duties hereunder as an independent Lear?eld and not as an employee of University. Neither Learfield nor any agent or employee of Learfield will be or will be deemed to be an agent or employee of University. Learfield will pay when due all required employment taxes and income tax withholding, including all federal and state income tax and any monies paid pursuant to this Agreement. Lear?eld and its employees are not entitled to tax withholding, worker?s compensation, unemployment compensation, or any employee benefits, statutory or otherwise from University. Lear?eld will be solely responsible for the acts of Lear?eld, its employees and agents. Learfleld shall provide worker?s compensation for all its employees and indemnify and hold University harmless therefrom. 7.7 Non?Waiver. No waiver by any party of any default or nonperformance will be deemed a waiver of subsequent default or nonperformance. 7.8 Audit and Retention of Books and Records. University will have the right upon reasonable notice to Lear?eld, (not more than once per year, and once during the year following the 41 termination of this Agreement) to inspect and copy such books, records, and documents (in whatever medium they exist) related solely to the calculation of the AGR under this Agreement. Learfield will make such items available for inspection during normal business hours at such location as Lear?eld?s ?nancial books and records are maintained. All such items will be retained by Learfield during the term of this Agreement and for a period of three (3) years after the delivery of the goods and/or services. Any items relating to a claim arising out of the performance of this Agreement will be retained by Lear?eld, its agents and subcontractors, if any, until the claim has been resolved. 8.1 University Information; Learfield Information. Lear?eld agrees that any information it receives during the course of its performance, which concerns the personal, ?nancial, or other affairs of University, its regents, trustees, directors, of?cers, or employees will be kept con?dential and in conformance with all state and federal laws relating to privacy. University agrees that any information it receives from Lear?eld under this Agreement which concerns the personal, ?nancial or other affairs of Lear?eld, its members, stockholders, of?cers, directors, employees and sponsors including, but not limited to, sales summaries, revenue sharing reports, settle-up documents and any other documents relating to the reporting of ?nancial and sales information by Lear?eld to University will be kept con?dential and in conformance with all state and federal laws relating to privacy, including public information laws. 8.2 Insurance. At all times during its performance under this Agreement, Lear?eld will obtain and keep in force comprehensive general and professional liability and general liability insurance, including coverage for death, bodily or personal injury, property damage, including products liability, libel and slander, and automobile coverages, with limits of not less than $1,000,000 each claim and $1,000,000 each occurrence along with business interruption insurance coverage. All certi?cates evidencing such insurance, will be provided to University upon its request, will name the 42 Texas Tech University System Board of Regents, the University and its directors, officers and employees as additional insureds, and will provide for noti?cation to University within at least thirty (30) days prior to expiration or cancellation of such insurance. Lear?eld represents that it has worker's compensation insurance to the extent required by Texas law. 8.3 Indemni?cation. Lear?eld agrees to defend, indemnify and hold harmless the University, its trustees, directors, of?cers, employees and agents from all liability, injuries, claims or damages (including claims of bodily injury or property damage) and loss, including costs, expenses, and attorneys' fees, which arise from the negligent acts and omissions of Lear?eld, its employees, of?cers and agents under this Agreement. To the extent allowable under Texas law, University agrees to defend, indemnify and hold harmless Learfield, its members, employees, of?cers, directors and agents from all liabilities, injuries, claims or damages (including claims of bodily injury or property damage) and loss, including costs and expenses, and attorneys' fees, which arise from the negligent acts or omissions of University, its trustees, directors, of?cers faculty, students, employees and agents. In the event of litigation by any party to enforce the terms and conditions of this Agreement, the prevailing party will be awarded costs and reasonable attorneys? fees. 8.4 Notices/Administration. Except as otherwise provided in this Agreement, all notices, requests and other communications that a party is required or elects to deliver will be in writing and delivered personally, or by facsimile or electronic mail (provided such delivery is con?rmed), or by a recognized overnight courier service or by United States mail, ?rst-class, certi?ed or registered, postage prepaid, return receipt requested, to the other party at its address set forth below or to such other addresses as such party may designate by notice given pursuant to this section: If to University: TEXAS TECH UNIVERSITY DEPARTMENT OF INTERCOLLEGIATE ATHLETICS Attention: Gerald Myers, Director of Intercollegiate Athletics 43 Jones Stadium Lubbock, TX 79409- Facsimile No: (806) 742-1856 E-mail Address: Gerald.Myers@ttu.edu With a copy to: OFFICE OF THE PRESIDENT, TEXAS TECH UNIVERSITY Attention: Dr. Guy Bailey, President President?s Of?ce Administration Building Lubbock, Texas 79404- Facsimile No: (806) 742?2138 E-Mail Address: Guy.Bai1ey@ttu.edu If to Lear?eld: RED RAIDER SPORTS PROPERTIES, LLC c/o Lear?eld Communications, Inc. Attention: Greg Brown 2400 Dallas Parkway, Suite 500 Plano, TX 75093 Facsimile No: (469) 467-9558 E-mail Address: With a copy to: Philip A. Kaiser The Kaiser Law Firm, PO 12231 Manchester Road, First Floor St. Louis, MO 63131 Facsimile No: 314-966-7744 E-mail Address: phil @kai serlawtirmcom 8.5 Severability. If any provision of this Agreement is invalid or unenforceable with respect to any party, the remainder of the Agreement, or the application of such provision to persons other than those as to which it is held invalid or unenforceable, will not be affected and each provision of the remainder of the Agreement will be valid and be enforceable to the fullest extent permitted by law. 8.6 Survivability. The terms, provisions, representations, and warranties contained in this Agreement that by their sense and context are intended to survive the performance thereof by any of the parties hereunder will so survive the completion of performance and termination of this 44 Agreement, including the making of any and all payments hereunder. 8.7 Force Majeure. Except as otherwise provided in this Agreement, no Party will be considered to be in default of its delay or failure to perform its obligations herein when such delay or failure arises out of causes beyond the reasonable control of the Party. Such causes may include, but are not restricted to, acts of God or the public enemy, including, but not limited to, acts of terrorism, acts of state or the United States in either its sovereign or contractual capacity, ?res, ?oods, epidemics, strikes and unusually severe weather; but in every case, delay or failure to perform must be beyond the reasonable control of and without the fault or negligence of the Party. 8.8 Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, and both of which will constitute one Agreement. 8.9 Non-Solicitation by University. University agrees that during the Term of this Agreement, and for a period of twenty-four (24) months, after its termination, irrespective of the reason for its termination, shall not directly or indirectly, hire or solicit an officer, general manager, assistant general manager, or account executive of Lear?eld (?Learfield Employees?) or encourage any such person to terminate its relationship with Learfield; provided, however, the solicitation or hiring by University of any Lear?eld Employee after the termination of this Agreement who, prior to the date of this Agreement, was also an employee of the University?s athletic department, shall not be a violation by University of this Section 8.9. University acknowledges that its breach or attempted breach of this section shall entitle Lear?eld to injunctive relief. 8.10 Headings. The headings of the sections of this Agreement are used for convenience only and do not form a substantive part of the Agreement. 8.11 Injunctions. Only insofar as Texas law allows, in addition to any other remedies permitted by law, should any Party violate the terms set forth herein, the violating party shall be 45 entitled to injunctive relief against the other to restrain any further violation of these provisions. Should any Party be successful in this endeavor, the other party shall pay all costs and expenses associated therewith, including reasonable attorney?s fees. 8.12 University?s Representations and Warranties Regarding Learfield?s Rights Under this Agreement. University represents and warrants to Learfield that University has the absolute right to grant and license the Base Sponsorship Inventory to Lear?eld, assign the Existing Agreements to Lear?eld and provide Lear?eld all of the bene?ts described in this Agreement (collectively the ?Licensed Rights and Benefits?); there are no oral or written agreements, contracts, options or other documents of any kind which University has entered into which would in any way impair or inhibit Lear?eld from exercising the Licensed Rights and Bene?ts on an exclusive basis other than those previously provided to Lear?eld and referenced herein; University is authorized to timely carry out and/or ful?ll any obligation of University to Lear?eld under this Agreement; University will not directly or indirectly license the Licensed Rights and Bene?ts to a third party or make use of the Licensed Rights and Bene?ts for itself; and except for the Exclusive Agreements and any existing agreements with the Big Twelve or the NCAA, copies of which have been provided to Lear?eld, University has not entered into any agreements with any third party which grants exclusive or non-exclusive intercollegiate athletic sponsorship or broadcast rights to any third party. Throughout the Term, except as otherwise speci?cally provided in this Agreement, University shall not directly or indirectly grant any third party any of the Licensed Rights and Bene?ts granted to Lear?eld under this Agreement. University will protect the rights granted to Lear?eld herein and will aggressively act to eliminate and prevent activities by former coaches or outside entities which could be detrimental to Lear?eld?s business. Notwithstanding anything contained in this Agreement to the contrary, if University materially breaches the provisions of this Section 8.12, an adjustment to the Guaranteed 46 Royalty Fee that Lear?eld will pay University under this Agreement shall be negotiated in good faith in order to recognize and account for the revenue that cannot be obtained by Lear?eld as a result of such material breach. 9.0 Miscellaneous. 9.1 ?Historical levels? shall mean historical levels from the University and historical levels from vendors with whom University presently contracts. 9.2 ?Best Efforts? as used herein shall mean a diligent, reasonable and good faith effort by a Party to accomplish an objective, but does not require its accomplishment. Such degree of effort will take into account unanticipated events and the exigencies of continuing business, but does not require that events or exigencies be overcome at all costs. It only requires that commercially reasonable efforts be exercised within a reasonable time to overcome any hurdles and accomplish the objective, allowing the Party to give reasonable consideration to its own interests. 9.3 Lear?eld shall have exclusive rights to all video rebroadcasts except as otherwise set forth in this Agreement. University shall produce all video, which includes by way of example, but is not limited to, player features, other features, and the video season ticket and highlight packages. 9.4 Whenever consent or approval is required, that consent or approval shall not be unreasonably withheld. 47 IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the Effective Date speci?ed above. TEXAS TECH UNIVERSITY RED RAIDER SPORTS PROPERTIES, LLC By: Learfield Communications, Inc., Sole Member By: By: C7 Dr. Guy H. Bailey Greg Brown, Pygident Learfield Sports President - Texas Tech University By: Gerald Myers Athletics Director - Texas Tech University git/{M to Assistant Vice President for Procurement Services 48 Exhibit 1.1 Base Sponsorship Inventory Football Game Day Sponsorships I Average of (6) home games per year I One premium game vs. UT or every year I Elements include: 0 Temporary Signage on game day Radio spots in sponsored game broadcast Hospitality and Tickets for (100) ln-game presentation (4) Raider Vision and PA spots Sampling opportunity Display opportunity Database collection opportunity Promotional Item giveaway opportunity I Program Ads 5 We currently get (16) pages to sell I Signage North End Jumbotron Signs I (1) 5? high 47? wide back lit static sign I (1) 5? high 27? wide back lit static sign I (2) 10? high 10? wide back lit tri-vision signs I (2) 10? high 10? wide back lit static signs r'z- North End Zone Banners I (2) 5? high 30? wide banners 5- North End Fascia Signs I (6) 3?8? high 12? wide back lit fascia signs I (2) 2?8? high 7? wide back lit fascia signs c- South End Double Scoreboard Signs I (2) 4? high 30? wide back lit static signs 0 South End Fascia Signs I (5) 3?8? high 12? wide back lit fascia signs I (1) 3?8? high 24? wide back lit fascia sign 0 Sideline Signage I (4) 4? high 4? static signs on the back of port-a-cool units I (2) Goal Post Pad Sponsors don?t sell these anymore 0 Field Goal Net I Net behind the north goal post 0 Concourse Signage I (16) 1? high 2? signs on the concourse over hangs I (50) 8? high 5? wide ads in all of the napkin dispensers 0 Temporary Signage I (3) 5? high 30? banners on outer fence ofstadium I Jumbotron Promotions Video Screen is 21? high 27? wide 0 (10) Replay Sponsors 0 (12) Timeout Sponsors 0 (10) ln-game Sponsors 0 (3) Quarter Break Sponsors 0 Half-time Sponsor I Schedule Cards 0 Unlimited runs of25,000 cards per run 0 (1) Sponsor per run "90000000 FB Schedule Posters 0 Unlimited runs of 3,000 posters per run 0 Sponsor per run Schedule Magnets 0 Unlimited runs of 1,500 magnets per run 0 (1) Sponsor per run Raider Village Vendors Tech?s Of?cial Tailgate Party 0 (25) Booths available 0 (I) Title/Stage Sponsor 0 (1) Vehicle Display 0 (I) Register to Win Raider Village Tech?s Corporate Hospitality Area 0 Unlimited for Corporate Partners to rent Space Kiosk/Tabling Opportunity 0 (4) per game Display Opportunity 0 Available at various locations Sampling Opportunity 0 Available at various locations Coach Leach?s TV Show 0 Presenting Sponsorship (2) :30 sec in-show spots Men?s Basketball Game Day Sponsorships I Average of (15) home games per year I Two premium games vs. UT and every year I Three premium games vs. UT, and KU every other year I Elements include: 0 Temporary Signage on game day Radio spots in sponsored game broadcast Hospitality and Tickets for (40) ln-game presentation (4) Raider Vision and PA spots Sampling opportunity Display opportunity Database collection opportunity 0 Promotional ltem giveaway opportunity I Program Ads 0 Unlimited pages to sell I Media Guide Ads 0 Unlimited pages to sell I Signage 0 Center Hung Scoreboard Signage I (8) 3? high 8? wide back lit static signs 0 Courtside Scorer?s Table Signage I 48? of LED Tables 0 Fascia Signage I 350? of LED Ribbon Board Signage 0 Basketball Goal Post Signage I (2) goal post pads 0 Basketball Backboard Signage I (2) static signs on the cross bar of the basketball goal 0 Restroom Signage I (40) 4? high 2? sponsorship mirrors in the United Spirit Arena I Jumbotron Promotions Video Screen is 9? high 12? wide 0 (8) Timeout Sponsors 0 (4) ln-game Sponsors 0 (2) Half-time Sponsors I Schedule Cards 0 Unlimited runs of 25,000 cards per run 0 (1) Sponsor per run I Schedule Posters 0 Unlimited runs of3,000 posters per run 0 (1) Sponsor per run I Schedule Magnets 0 Unlimited runs of 1,500 magnets per run 0 (1) Sponsor per run Women?s Basketball Game Day Sponsorships I Average of (15) home games per year I Three premium games vs. UT, Baylor and every year I Elements include: 0 Temporary Signage on game day Radio spots in sponsored game broadcast Hospitality and Tickets for (40) ln-game presentation (4) Raider Vision and PA spots Sampling opportunity Display opportunity Database collection opportunity 0 Promotional Item giveaway opportunity I Roster Cards 0 Unlimited sponsors on game day cards I Signage 0 Center Hung Scoreboard Signage I (8) 3? high 8? wide back lit static signs 0 Courtside Scorer?s Table Signage I 48? of LED Tables 0 Fascia Signage I 350? of LED Ribbon Board Signage 0 Basketball Goal Post Signage I (2) goal post pads 0 Basketball Backboard Signage I (2) static signs on the cross bar of the basketball goal 0 Restroom Signage I (40) 4? high 2? sponsorship mirrors in the United Spirit Arena MA I Jumbotron Promotions Video Screen is 9? high 12? wide 0 (8) Timeout Sponsors 0 (4) ln-game Sponsors 0 (2) Half-time Sponsors I Schedule Cards 0 Unlimited runs of 25,000 cards per run 0 (1) Sponsor per run I Schedule Posters 0 Unlimited runs of 3,000 posters per run 0 (1) Sponsor per run I Schedule Magnets 0 Unlimited runs of 1,500 magnets per run 0 (1) Sponsor per run Baseball Game Day Sponsorships I Average of (35) home games per year I One premium series vs. UT or every year I Elements include: 0 Temporary Signage on game day Radio spots in sponsored game broadcast Hospitality and Tickets for (100) In-game presentation (4) Raider Vision and PA spots Sampling opportunity Display opportunity Database collection opportunity Promotional ltem giveaway opportunity I Program Ads 0 Unlimited pages to sell I Scoreboard Signage (2) 4? high 7? wide back lit static signs 0 (2) 13? high 9? wide back lit static signs 0 (2) 10? high 8? wide back lit static signs 0 (1) 4? high 40? wide back lit static sign I Jumbotron Promotions ?Video Screen is 16? high 21? wide 0 (15) Between inning sponsors (9) in-game sponsors foul ball, strike out, I Schedule Cards 0 Unlimited runs of 25,000 cards per run 0 (1) Sponsor per run I Schedule Posters 0 Unlimited runs of 3,000 posters per run 0 (1) Sponsor per run I Schedule Magnets 0 Unlimited runs of 1,500 magnets per run 0 (1) Sponsor per run I Kiosk/Tabling Opportunity 0 (2) per game I Display Opportunity 0 Available at various locations I Sampling Opportunity 0 Available at various locations 0000000 0 Olympic Sports Game Day Sponsorships home events vary annually I Soccer I Volleyball I Cross Country I Softball Tennis I Golf I Track Signage I Soccer Scoreboard Signage (2) 4? high 4? wide static signs (2) 6? high 4? wide static signs (I) 3? high wide static sign I Jumbotron Promotions Video Screen is 9? high 12? wide (VB only) I Schedule Cards All Sports 0 Unlimited runs of 25,000 cards per run 0 Sponsor per run I Schedule Posters All Sports 0 Unlimited runs of 3,000 posters per run 0 (1) Sponsor per run I Schedule Magnets All Sports 0 Unlimited runs of 1,500 magnets per run 0 (1) Sponsor per run I Kiosk/Tabling Opportunity All Sports 0 (2) per game I Display Opportunity All Sports 0 Available at various locations I Sampling Opportunity All Sports 0 Available at various locations Other lnventog Radio -- All commercial inventory within football, men?s and women?s basketball, baseball games and coaches? shows 0 Satellite radio broadcasts - Audio streaming Television All commercial inventory within University?s television network, including live play-by-play for no less than ten men?s basketball games and no less than 7 women?s basketball games and delayed play-by-play for all football games I All commercial inventory within football, men?s basketball, and women?s basketball coaches? TV shows Of?cial Athletic Internet Site, including all assets made available related to CSTV agreement 0 All sponsorship revenue generating opportunities and video and streaming Schedule 3.1 - Base Ticket and Parking Amounts Football Season Tickets Client Number Another Attic Academy Advanced Refrigeration AirGas AJ (1-8) AllState Bart Reagor Barton Pontiac GMC Best Western Palms Brazos Cane's Carpet Tech Chicken Ex Chick-?laa Copy Craft Cowamongos Dairy Queen DJ Ortho Dodge Domino's Double Daves Ext Opps First Care First United Bank FSN Fudd Heart Hosp Hos Services Laser Center Leftwich Chapman Flooring LRG MELT MIA Miller Lite Papa Johns PSP Radission Rix Funeral Home Roly Poly Rosa's Sign Pro Sodexo South Plains Mall Sports Clips State Farm State Farm] Kevin Watson Staybridge SW Regional Texas Farm Bureau Texas Pipeline Texas State Lottery Torreador Town Place Tri-Star Chemical TTSN Cumbie TTSN Lloyd TTSN Radio TTU FCU UPS Varsity Watts Yamaha WestMark Whataburger Wiener 0 -I TOTAL (.6 Page 1 of 5 Football Individual Game Tickets Client Number A-J 500 Brazos 100 Dodge 200 First Care 50 State Farm 150 TX Farm Bureau 100 TOTAL 1.100 Football Season Parking Passes Client Number Academy Air Gas Allstate Benchmark Brazos Cagle?s Carpet Tech Copy Craft Dee King Trucking Dodge Domino's Double Daves Ext OpsIGame Sponsors Ext Ops/Raider Village Ext Opisaider Alley Geico HG Thrash Lloyd Senn Lubbock A-J Lubbock A-J Melt Miller Lite Sheridan's Sodexo Tim Riojas TTSN TX Farm Bureau UPS WestMark Realtors TOTAL b) Page 2 of 5 MBB Season Tickets Client Benchmark Best Seats In The House Best Western Carpet Tech Chicken Express Copy Craft PSL Covenant DJ Ortho Dodge Domino's EXTERNAL OPS John Gilliass National Anthem La Quinta Lubbock AJ Melt Minnix Construction Papa Johns Quick Quack! Another Attic Radisson State Farm! Randy Moore Staybridge Suites SW Regional Hospital Texas Farm Bureau Number TTUFCU 4 2 TOTAL 118 MBB Single Game Ticket Client Number Covenant 40 Daily Toreador 10 Dodge 40 Lubbock A-J 100 US Army 20 TOTAL 210 MBB Parking Pass Client Number Benchmark 2 Copy Craft 1 Covenant 2 Dodge 2 Domino's 1 External Operations 10 Lubbock Avalanche Journal 8 McDougal Companies 2 Prestige Fabricare 1 Sheridan's 1 TTSN 10 TOTAL 40 Page 3 of 5 WBB Season Tickets Client 50th Street Caboose Another Attic Applebee's Ballons by the Bunch Baskin Robbins Benchmark BEST WESTERN CAINES CANDY CREATIONS Caprock Cafe CARPET TECH Chicken Express Chick?a Chimys COPY CRAFT COWAMONGUS Daily Toreador DILLARDS Dodge DOMINOS Drive in USA External Ops HSC JOE ARRINGTON CANCER LA QUINTA LRG best seats in house Lubbock AJ Main Event Moe's Orlandos OUTBACK PAPA JOHNS POWERS JEWELRY RADISSON RESIDENCE INN ROLY POLY Rosas South Plains Mall Sports Clips STAYBRIDGE SUITES SUBWAY SW REGIONAL HOSPITAL Taco Villa TEXAS FARM BUREAU TTUFCU UMC Xtreme Auto Clean TOTAL WBB Single Game Ticket Number .4 Client Dodge Joe Arrington Lubbock A-J Powers Jewelry TTFCU TTU Student Housing TTUHSC UMC TOTAL Page 4 of 5 WBB Parking Pass Client Number Benchmark 2 Copy Craft 1 Dodge 2 Domino's 1 External Operations 10 Joe Arrington Cancer Center 2 Lubbock Avalanche Journal 8 McDougal Companies 2 Power's Jewelry 2 Prestige Fabricare 1 Sheridan's 1 TTSN 10 TOTAL 42 Baseball Season Tickets Client Number Best Western 4 Carpet Tech 4 Copy Craft 4 Cowamongus 4 Dodge 8 Dominos 4 Double Daves 4 External Ops 10 First Care 4 Jason's Deli 4 Lubbock-AJ 8 Radisson 4 4 Staybridge Suites 4 TownPIace Suites 4 TT Federal Credit Union 4 TX Farm Bureau 8 TOTAL 86 Baseball Single Game Tickets Client Number Dodge 150 First Care 150 Lubbock?AJ 300 TT Federal Credit Union 100 United Supermarkets 350 TOTAL 1,050 Page 5 of 5 Schedule 3.3 List of Existing Agreements FY 2007 Client 84 Lumber Abuelo's Mexican Embassy Aeropostale Aim Bank Airgas Southwest All-Plastics Molding Anheuser-Busch Appiebee's ASCO Rentals AT BBDO (Foam Swords) Bank of America Dairy Benchmark Business Solutions Benchmark Business Solutions (Tickets) Brazos Logistics Cagle Steaks Campus Design Caprock Home Health Carpet Tech Chick-FiI-A City Bank Texas Classics Chev 8. Hummer Coca-Cola Enterprises (Foam Swords) Cold Stone Computer Transition Services Copy Craft Printers Covenant Health Systems Covenant Health Systems Covenant Hospital-Levelland Cowamongas Curt Fletcher-Gray EOT Dickie Grigg Dodge (PHD Media Accounting) Dodge (PHD Media) Bowl Game Domino's Pizza- Larry Vigil Dorna USA Double Dave's Dr. Steven Hill Farmland Foods Fina-Alon First Bank and Trust First United Bank First USA (Alumni Association) Gameday Centers Geico GMR Marketing, LLC (American Eagle) Hance Scarbrough Wright Wood/Weis Helzberg Diamonds Holden Products Hospitality Services Hugo Reed Associates Intergrated Management Inc. Intersport, Inc. Jerry Pittman Joe Arrington Cancer Center John I. Jones John L. Roberts Interiors King 8: Gibson Advertising KPMG LLP (Baseball Only) Lubbock Avalanche Journal Lubbock Avalanche Journal Lubbock Heart Hospital Luna De Nocha Townhomes Marilyn Iffert McAIister's Deli McDonalds South Plains Co-op (Moroch) McDougal Companies Media Storm (NFL Network) Messer-Racz International Pain Institute FY 2008 Client 50 Yard line 84 Lumber Abuelo's Mexican Embassy Acadmey Sports Aim Bank Airgas Southwest All-Plastics Molding Anheuser-Busch Applebee's ASCO Rentals Balloons by the Bunch Dairy Benchmark Bergman's Boogie Candy Creations Brazos Logistics Cagle Steaks Campus Design Carpet Tech CEV MultiMedia Chick-FiI-A Chicken Express City Bank Texas City Bank Texas Classics Chev Hummer Cafe Venture Caldwell Banker College Cribs Online Covenant Health Systems Covenant Health Systems Covenant Hospital-Levelland Cowamongas Christakis Burgers Curt Fletcher-Gray EOT Dickey's BBQ Dickie Grigg dj Orthoredics Dode Domino's Dorna USA Double Dave's Double Zone Dr. Steven Hill Farmland Foods Fence Co. FinalAIon USA First Bank and Trust First United Bank Gameday Centers Gateway At Lubbock GEICO Guns Up Club Hance Scarbrough Wright WoodIWies Helzber Diamonds Holden Products Hugo Reed Associates lntergrated Management Intersport, Inc. Jason's Deli Jerry Pittman Joe Arrington Cancer Center John I. Jones Johnson Controls Jump Jungle Kaleidoscoopes Ice Cream Keva Juice Larry Anders Las Brisas Laser Center (Baseball Only) Lubbock Avalanche Journal FY 2009 Client 50 Yard line Abuelo's Mexican Embassy Acadmey Sports ADC Inc. Aim Bank Airgas Southwest Alderson Cad All-Plastics Molding American Laser Centers American State Bank Anheuser-Busch Applebee's ASCO Rentals Aycock Media Works Balloons by the Bunch Baylor Event Management Barton Pontaic Bell/Gandy Dairy Benchmark Business Solutions Blackmon Mooring Broadway Bikes Candy Creations Brazos Logistics Cagle Steaks Campus Design The Cottages of Lubbock Carpet Tech Chick-Fil-A Chicken Express City Bank Texas City Bank Texas Classics Chev Hummer Caf? Venture Caprock Golf Carts Copy Craft Printers Covenant Health Systems Cowamongas Christakis Burgers Dee King Trucking Dickey's BBQ Dickie Grigg Dion's d] Orthorpedics Dodge Domino's Pizza Dorna USA Double Dave's Double Zone Dr. Steven Farmers Insurance Farmland Foods FedX Fence Co. Fina-Alon First Bank and Trust First Care First United Bank First USA Freebirds Garcia's Gateway At Lubbock Geico Golden Corral Goodloe Carpet Co. Guns Up Club Hance Scarbrough Wright WoodIWiesbart Hastings Holden Products Hospitality Services Hugo Reed Associates Intergrated Management Inc. lntersport, Inc. Jason's Deli Jerry Pittman Moe's Morgan Stanley MWM Architects, Inc. Nationwide Insurance Nationwide Insurance (Website) Neal Aircraft Papa John's Pizza Peoples Bank Plains Capital Bank Powers Jewlery, INC. (Credit Card) Program Sales Pretzle Maker (2006) Quick QuacklAnother Attic Ramar CommunicationsIFox 34 Rhino Sports Robert Madden Inc. Rosa's Cafe Ryan Myers Sheridan's Frozen Custard SIRIUS Sonic (Barkley Evergreen 8. Partners) Sonic (Barkley Evergreen) Bowl Game Sonic (Barkley Evergreen) NCCA South Plains Electric Cooperative South Plains Mall SMU Athletics State Farm Insurance State Farm Insurance Stewart Title (Fall) Stewart Title (Spring) Orthopaedics Summit Alliance Taco Villa (Randy Christian 8. Partners) Texas Farm Bureau (KJA Comm.) TX Farm Bureau (KJA Comm) Bowl Gm Texas Farm Bureau (NCAA Tournament) Texas Ford Dealers Texas Peanut Producers Board Texas Tech Federal Credit Union Texas Tech Federal Credit Union Toyota of Plano TTU-Health Science Center The Marketing Arm Brown Under Armour Under Armour United (FB Sign) United Supermarkets University Medical Center UPS (Raider Village) UPS U.S. Army Media Varsity Book Store Varsity Book Store Victory Life Baptist Church West Mark Realtors (Bowl Game) Willuams Bailey Law Xcel Energy Lubbock Avalanche Journal Lubbock Heart Hospital Townhomes McAIister's Deli McDonalds (contract not back) McDougal Companies McGilligutty's Sports Bar Manuel's Body Shop Media Support Group Melt Messer-Racz Int. Pain Institute Mrs. Bairds MWM Architects, Inc. Nationwide Insurance North Dallas Bank Otto's Granary Papa John's Pizza Patterson Drilling People?s Bank Plains Capital Bank -Arena Scoreboard Plains Capital Bank-FB JUMBOTRON Platinum Powers Jewelry, Inc. (Credit Card) Program Sales Raiders Pass Residence Inn Quick QuacklAnother Attic RSC Equipment Ramar Cummunicationleox 34 Raisng Cane Robert Madden Industries Rudy's Roly Poly Rosa's Cafe Ryan Myers Sam's Place Sam L. Majors Scott Denistry Sheridan's Frozen Custard Sign Pro Silvas 8: Associates SIRIUS Sonic (Barklety, Evergreen 8. Partners) Southwest Airlines Radio Promo) Southwest Dairy Farmers Southwest Dairy Farmers South Plains Mall Sports Clips State Farm State Farm Staybridge Suites Steak Express Stewart Title Subway Summit Alliance TGI Fridays Taco Villa (Randy Christian Partners) Texas Farm Bureau (KJA Comm.) Texas Ford Dealers Texas Tech Alumni Association Texas Tech Campus Life Texas Tech Federal Credit Union Texas Tech Health Science Center Texas Tech Hecklers Texas Tech Hospitality Services Texas Tech Housing Residence Laser Vision Trinity Church Brown UPS US Army Under Armour United Supermarkets United Supermarkets University Courtyard Apartments University Medical Center Varsity Bookstore Victory Life Baptist Church Victory Life Baptist Church Video Board Vision Audio WaIMart Joe Arrington Cancer Center Joes Crab Shack John I. Jones KAMC TV Kaleidoscoopes Ice Cream Larry Anders Las Brisas Laser Center Leftwich Carpet (Baseball Only) Lubbock Avalanche Journal Lubbock Heart Hospital Luna De Nocha Townhomes Marilyn Iffert MSLC- Tent McAlister's Deli McDonalds McDougaI Companies Melt Miller Lite (Great Plains Distributors) Minnlx Construction MWM Architects, Inc. Nationwide insurance North Dallas Bank Otto's Granary Papa John's Pizza Plains Capital Bank Platinum Bank Powers Jewlery, (Credit Card) Raiders Pass Rawls Business College Residence Inn Richardson Collision Center Quick QuackIAnother Attic RSC Equipment Ramar CommunicationsIFox 34 Randy Moore State Farm Raisng Cane Rix Funeral Directors Rudy's Rosa's Cafe Sam's Place Sam L. Majors Scott Denistry 368 Engineering Sheridan's Frozen Custard Sign Pro Silvas Associates SMU Mustang Club Sonic (Barkley Evergreen Partners) NCCA Southwest Dairy Farmers Southwest Regional Hospital South Plains Mall Sports Clips State Farm Insurance State Farm Insurance-Lubbock Staybridge Suites Steak Express Student Disability Services Student Affairs Connections Committee Summit Alliance TGI Fridays Taco Villa (Randy Christian 8. Partners) Texas Farm Bureau (NCAA Tournament) Texas Ford Dealers Texas Lottery Texas Pipiine Awareness Texas Tech Campus Life Texas Tech Federal Credit Union Texas Tech Federal Credit Union TTU HSC School of Medicine TX Tech Student Afiairs ConnectionsCommittee The Booksmith Group Tri-Star Chemical TTU-Health Science Center Texas Tech Hecklers Texas Tech Hospitality Services Texas Tech Housing Residence Brown UPS Ward Group Texas Lotto Watts Yamaha WestMark Realtors Whataburger Willuams 8. Kherkher Law Xcel Energy Raider Village US Army USMC United Supermarkets University Courtyard Apartments University Medical Center University Medical Center U.S. Army Media Varsity Book Store Varsity Book Store Victory Life Baptist Church Vision Audio WalMart Watson State Farm Watts Yamaha Wealth Design Group LLC Wendy's West Mark Realtors Westwood One-Radio Rights Whataburger Wingstop Xcel Energy Raider Village