SETTLEMENT AGREEMENT

This Agreement (?Agreement?) is entered between the parties hereto, who agree as follows
in consideration of the mutual promises contained herein:
1. PARTIES

1.1 Texas University (hereinafter is an institution of higher education
existing under the laws of the State of Texas, and a member of The Texas University System,
an agency of the state of Texas, having an address of 301 Tarrow Street, 6th Floor, College Station,
Texas 77840.

1.2 Indianapolis Colts, Inc. (hereinafter is a Delaware corporation, having an
address of 7001 West 56th Street, Indianapolis, Indiana 46254.

1.3 TAMU and ICI are the parties to this Agreement.
2. BACKGROUND

2.1 To avoid the costs and uncertainties of litigation, pending as Civil Action No. 4: 5-
cv-0333l in the United States District Court for the Southern District of Texas, Houston Division
(the ?Civil Action?), the Parties wish to resolve their differences and desire to settle and

compromise this matter without the need for litigation.

3. UNDERTAKINGS OF THE PARTIES

3.1 The Parties, intending to be legally bound, hereby agree to the following provisions
for the mutual promises stated herein, and other good and valuable consideration, the receipt and
suf?ciency of which are hereby acknowledged.

3.2 Each of the Parties represents and warrants that it has all necessary power and
authority to execute this Agreement, to consummate the transactions contemplated hereby, and to

carry out all obligations under this Agreement.

3.3 ICI acknowledges that TAMU owns all rights in and to US. Trademark
Registration Nos. 1,612,053; 1,948,306; and 3,354,769 (the MAN Mark?) and without
admitting any liability or wrongful conduct, ICI agrees to immediately cease all use of 
or any designation that is likely to cause confusion thereto, for any goods or services, with
the exception that ICI shall have until August 15, 2016, to remove the display of 
from its ?Ring of Honor? in Lucas Oil Stadium in Indianapolis, Indiana. With the exception of
the above-referenced use of in its Ring of Honor until August 15, 2016, ICI agrees
not to use or adopt, use or seek to register any name or mark in the future that
includes or any designation that is likely to cause confusion with 
cessation of use of shall include the removal of any banners or signs bearing
the name or mark 12TH MAN (whether inside or outside of Lucas Oil Stadium) and deleting or

2TH MAN from or in any websites, marketing

preventing any reference to the name or mark 1
materials, press guides, or any other public-facing materials.

3.4 ICI represents that it is unaware of any websites or social media sites that it owns
that operate under or are linked to a domain name or designation that includes ICI
agrees that it will not adopt or use any domain names or metatags in the future that include 
or any designation that is likely to cause confusion thereto, in connection with the sale,
advertisement, or promotion of any goods or services. ICI further agrees not to use 
or any designation that is likely to cause confusion thereto, as an advertising keyword or as part of
an advertising keyword for any internet search engines.

3.5 The Parties agree to dismiss, through their attorneys, the Civil Action without

prejudice within ten (10) business days of execution of this Settlement Agreement by the Parties.

The Parties further agree that the Parties will otherwise bear their own respective costs and attorney
fees.

3.6 If at any time a Party believes that the other Party has breached a provision of this
Agreement, the Party that believes a breach has occurred shall notify the other Party in writing of
the alleged breach. Upon receipt of such notice, the other Party shall have forty-?ve (45) days to
attempt to cure the breach. If the ?rst Party believes that the breach still has not been cured, it
shall notify the other Party in writing of the failure to cure the breach. Thereafter, the ?rst Party
must wait at least ?fteen (15) days before ?ling any type of formal legal action relating to the
breach against that Party that allegedly breached the Agreement; provided, however, that the
second Party shall not ?le a declaratory judgment action during this ?fteen day period relating to
the accused breach.

3.7 Upon the execution of this Agreement by both Parties and con?rmation of
completion of all of the obligations set forth in this Section 3 of the Agreement, each Party waives
any claims for monetary relief and releases the other Party from any claims or causes of action that

were or could have been raised in the Civil Action.

4. MISCELLANEOUS

Binding. This Agreement shall inure to the bene?t of and be binding on the parties
hereto and their related and af?liated companies, and their respective predecessors, successors,
assigns, parents, advisors, subsidiaries, partners, insurers, shareholders, and af?liates (including
but not limited to employees, of?cers, directors, attorneys, insurers, partners, shareholders, agents,

and representatives of such companies or entities).

4.2 Agreement. This Agreement constitutes the entire agreement and understanding of
the Parties relating to the subject matter contained herein, and it is not subject to any condition not
provided for herein. This Agreement supersedes any and all prior Agreements, arrangements or
understandings between the parties. No oral understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist. Neither party has relied upon any promise or
representation except as set forth in this Agreement. This Agreement may not be altered, amended,
or modi?ed in any respect or particular whatsoever except by writing duly executed by all the
Parties hereto.

4.3 Applicable Law; Venue: Jurisdiction. This Agreement, and any disputes arising out
of or in connection with Agreement, shall be governed by and construed in accordance with the
laws of the United States and the State of Texas. The Federal and State courts within the State of
Texas shall have exclusive jurisdiction to adjudicate any disputes arising out of or in connection
with this Agreement. The parties hereby agree to and submit to the personal jurisdiction of Federal
Courts covering or located in Harris County, Texas.

4.4 Drafting of Agreement. Each Party to this Agreement acknowledges that it has
been represented by independent counsel in connection with the negotiation of this Agreement and
which counsel has participated in the drafting of this Agreement. Neither this Agreement nor
speci?c language contained herein shall be construed against the Party preparing it, but shall be
construed as if both Parties, and each of them, jointly prepared it, and any uncertainty or ambiguity
shall not be interpreted against any one Party.

4.5 No Waiver. The failure or delay of a Party to enforce the performance of this
Agreement shall not be construed as a waiver of the rights of such Party to enforce the performance

of this Agreement at any later time.

4.6 Severability. Any determination of invalidity, illegality, or unenforceability of any
provision of this Agreement, as determined by a court of competent jurisdiction, shall not affect
the validity, legality, or enforceability of any other provision.

4.7 Authority. Each of the Parties represents and warrants (such representations and
warranties to survive the execution and delivery of this Agreement) as to itself that:

it has the full right, power and authority to execute, deliver, and perform
this Agreement and has taken all necessary action to authorize the execution, delivery, and
performance of this Agreement in accordance with its terms.

this Agreement has been duly authorized, executed, and delivered by it, and
this Agreement constitutes a legal, valid, and binding obligation of it, enforceable against it in
accordance with its terms.

4.8 Further Documents. The Parties agree, without further consideration, to execute,
acknowledge and deliver such further documents as may be required to effectuate the terms and
intent of this Agreement.

4.9 Notices: All communications contemplated by this Settlement Agreement shall be
in writing and sent via overnight delivery service Federal Express), hand delivery, or
facsimile to the other party?s address set forth in paragraphs 1 or 2, as applicable, or to facsimile
numbers supplied in writing to the opposing party after execution of this Agreement. Notice shall
be deemed effective when received unless the receiving party rejects or refuses the notice; in which
event, notice shall be deemed effective when attempted delivery occurred.

4.10 Counterparts: This Agreement may be executed in counterparts, all of which, when
taken together, shall constitute one agreement with the same force and effect as if all signatures

had been entered on one document.

4.11 Con?dentialig: The Parties agree to maintain the terms of the Agreement as
con?dential, but may issue a press release setting forth no more than the fact that the Civil Action
has been amicably resolved to the Parties? satisfaction. From and a?er the Effective Date, neither
Party shall disclose the terms of this Agreement except with the prior written consent of the
other Party; to any governmental body having jurisdiction and speci?cally requiring such
disclosure; in response to a valid subpoena or as othenrvise may be required by law; to a
Party's accountants, auditors, legal counsel, tax advisors and other ?nancial and legal advisors,
subject to obligations of con?dentiality; or as required during the course of litigation and
subject to protective order; provided, however, that the Parties shall be released from this
con?dentiality provision if the Agreement becomes disclosed to any third party pursuant to a
request under the Freedom of Information Act or Texas Public Information Act or similar federal

or state law.

EXECUTED by TAMU and in duplicate copies, each of which shall be deemed an original.

 

 

TEXAS UNIVERSITY INDIANAPOLIS COLTS, INC.
By: .10 

 

 

 

 

Name:  Name: 

Date:  Date: i  6