Sponsorship and Marketing Rights Agreement ‘THIS SPONSORSHIP and MARKETING RIGHTS AGREEMENT (“Agreement”) is made and entered into as of this July 1, 2008, by and between the Board of Education of the Lakota Local School District (“LLSD”) and Atrium Medical Center (“Atrium”). WHEREAS the purpose of this Agreement is to set forth the tems and provisions that have been agreed upon by Lakota Local School District and Atrium regarding funding to be provided by Atrium to upgrade the high school athletic facility and for costs associated with the building, repairing, enlarging and/or improving of school sport facilities in the future. In exchange, Lakota Local School District will grant certain sponsorship and marketing rights to Atrium, as well as certain promotional opportunities to Atrium, its parent company, Premier Health Partners ("PHP"), and all affiliated hospitals and companies within the network of Premier Health Partners (the "PHP Affiliates") NOW, THEREFORE, in consideration of the promises and terms contained herein and other good and valuable consideration between the parties as provided herein, the sufficiency of which is hereby acknowledged, Lakota Local Schools and Atrium agree as follows: i. Term ~The term of this Agreement (the "Term") will commence on July 1, 2008, and, unless sooner terminated, will continue for a period of ten (10) years, through July 1, 2018. Each "Contract Year," for purposes of this Agreement, means the one-year period beginning on July 1, 2008 and on each subsequent July 1 during the remainder of the Term. 2. Extension of Term If Atrium desires to extend the Term beyond the expiration date of July 1, 2018 for an additional five years; Atrium shall give Lakota Local School District written notice of such desire ("Notice of Proposed Extension") no later than December 31, 2017. If no notice is given, this Agreement shall immediately terminate on July 1, 2018. If the First Notice of Proposed Extension is given and accepted by LLSD , then, from July 1, 2018 through July 1, 2023 all terms and conditions applicable to both parties within the original ten year agreement with funding as described in Exhibits A and B shall apply for the extended period. If Atrium desires to extend the Term beyond the expiration date of July 1, 2023 for an additional five years, Atrium shall give Lakota Local School District written notice of such desire ("Notice of Proposed Extension”) no later than December 31, 2022. If no notice is given, this Agreement shall terminate immediately on July 1, 2023. If the Second Notice of Proposed Extension is given and accepted by LLSD , then, from July 1, 2023 through July 1, 2028 all terms and conditions of this Agreement shall continue for the extended term with the obligations and funding as described in Exhibits A and B. Lakota Local Schools may solicit offers with a third party for the period following the expiration of the original ten year Term on terms and conditions acceptable to LLSD, in its sole discretion. However, before entering into a agreement with a third party that would begin on or before July 1, 2018, Lakota Local Schools shall notify Atrium of the proposed terms and conditions of the proposed agreement (“Notice of Offer”) and the Notice of Offer shall contain a copy of, or a description of, the material terms and conditions of the proposed new agreement. Page 1 of 13,Atrium shall then have the right of first refusal to match the terms of the new agreement, in which case this Agreement shall be renewed for a term and at a compensation equivalent to that of the other offer. The right of first refusal shall be exercised, if at all, by written notice to Lakota Local Schools no later than fifteen (15) days after receipt of the Notice of Offer. 3. Sponsorship Elements ~ In consideration for payment of the Atrium Funding (as defined below) Atrium shall be entitled to receive, for the benefit of itself, and PHP and such other PHP Affiliates as Atrium may designate from time to time and as reasonably acceptable to LLSD, all of the exclusive provider, sponsorship and advertising elements listed and specified in Exhibit A attached to this Agreement (the "Sponsorship and Marketing Rights"). Except where expressly noted in Exhibit A (including, but not limited to, the obligation of Atrium to pay for the cost of the Atrium signs in excess of the $20,000 allowance included within the Atrium Funding), any and all costs or expenses related to the initial production and maintenance of any signs, displays or other materials that are part of the Sponsorship Elements shall be the responsibility of LLSD. ‘The size, locations, construction, design, cost and expense of all signs, displays and any other materials that are part of the Sponsorship Elements shall be subject to the mutual approval of both parties (such approval not to be unreasonably withheld). If at any time LLSD is unable to provide any of the specific Sponsorship Blements specified in Exhibit A, then LLSD shall have the right to so notify Atrium in writing, but shall then have the obligation to provide or make available substitute or other sponsorship or advertising elements with reasonably comparable value and with a reasonably comparable visual impact (the "Substitute Sponsorship, Marketing Rights and Naming Rights "). If Atrium notifies LLSD in writing within ten (10) days following receipt of written notice from LLSD of any Substitute Sponsorship Elements that Atrium disagrees with the assertion that any such Substitute Sponsorship Elements have a reasonably comparable value and a reasonably comparable visual impact, and if the parties are not able to resolve the matter within ten (10) days after delivery of Atrium's notice, then the parties agree to submit the dispute to binding arbitration in accordance with the provisions of this Agreement. If LLSD allows a non-school sponsored activity or non-school affiliated organization to use the Stadium consistent with the LLSD Use of School Facilities policy, LLSD shall make reasonable efforts to notify Atrium within three (3) business days of when LLSD’s permission has been granted for such use. If Atrium notifies LLSD at least three (3) business days before the use is to take place that the Atrium finds such event objectionable to the image of Atrium Medical Center, LLSD shall take such reasonable steps (at Atrium’s cost) as are practicable to reduce the identity of the Atrium in connection with the event. As to the exclusive provider elements of Exhibit A, it is understood and agreed that nothing in Exhibit A or this Agreement shall be construed as prohibiting any Board member, employee, contractor or student of LLSD from using any health care provider for any service of that person’s choice. 4. Atrium Funding and Services — In consideration for LLSD performing its obligations under this Agreement and providing access to all of the Sponsorship Elements to Atrium, Atrium hereby agrees to pay to LSD, and to provide services, as described as follows: Page 20F 13,(2) Atrium shall pay LLSD Annual Payments according to the schedule attached to this Agreement and marked as Exhibit B (“Annual Payments”). For the initial Contract Year of the Term, the Annual Payment as identified in Exhibit B ‘will be paid by Atrium to LLSD on or before January 30, 2009. Thereafter, the Annual Payment for each subsequent Contract Year shall be paid to LSD by Atrium in a single installment on or before December 15 of each such Contract Year. In addition to any other rights or remedies to which LLSD may be entitled, if LLSD does not receive any Annual Payment by the due date established in this Agreement, then any unpaid portion shall bear interest at a rate equal to the Wall Street Journal prime rate plus two percent (2%) per annum, or the maximum legal rate allowable, whichever is less, calculated from the due date of such payment until paid in full. 5. Use of Funds ~ The Atrium Funding shall be used by LLSD for renovations to athletic fields and sports facilities in accordance with a budget and project scope and for costs associated with the building, repairing, enlarging and/or improving of school facilities, which will be provided to Atrium within 45 days of execution of this agreement. The parties agree that the responsibility for construction and / or renovations lies solely with LLSD, and in no event will Atrium have any responsibility or liability for either the performance of the construction ‘work or any cost overruns that may result, ‘The parties agree that $20,000 of the project budget shall constitute an allowance for the design, construction and installation of the Atrium signs contemplated by this Agreement (per Exhibit A), To the extent that the cost of the Atrium signs exceeds $20,000, the excess shall be bome by Atrium. If the cost of the signs is less than $20,000, Atrium shall utilize the excess funds towards other costs of advertisement and promotion. 6. Events of Default ~ The following shall be deemed to be "Events of Default,” and shall entitle the parties to the remedies specified in Section 7, below: (2) Events of Default by LLSD: @ ‘A material breach by LLSD of any of LLSD's material obligations under the Agreement, which breach is not cured within thirty (30) days following receipt of written notice from Atrium specifying the breach, provided that, if the breach is of such a nature that it cannot reasonably be cured within the 30-day period, LLSD shall not be deemed in default so Jong as LLSD commences to cure such breach within the 30-day period and thereafter diligently proceeds to cure such breach. Gi) Other than as a result of a "Force Majeure," as defined below, LLSD ceases its normal operations at the Stadium for e period of longer than one hundred fifty (150) consecutive days. For the purposes of the agreement, "Force Majeure” will mean fire, earthquake, tornado, flood or other casualty or “acts of God," strike, lockout, embargo, war, riot or other civil disturbance, or other event or cause beyond the control of LLSD, or the making of any necessary repairs or improvements to the Stadium as a result of normal wear and tear or as otherwise may be required during the Term. (ii) - Other than as a result of a "Force Majeure," LLSD ceases to operate a varsity football program. or causes or allows the varsity football team to play more than seventy Page 3 of 13