ATHLETIC PRODUCT AND SPONSORSHIP AGREEMENT Between ‘THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, by and on behalf of the ‘Department of Inercollegiate Athltis on its Los Angeles campus And UNDER ARMOUR, INC. ‘This shletic product and sponsorship agreement the “Agreement i entered into on May 20, 2016, by and beeen Under Armot, ne..8 Maryland corporation with an adress of 1020 Hull Stes, Baltimore, Maryland, 21250 (°Company") and The Regents ofthe University of Calton, on bel of the Deparment of Inereofepate Attics oni as Angeles Campus, ‘with an adress of 405 Higard Avenue, Los Angeles, California 90095 (UCLA), The terms 2nd conditions provided herein, and any exhibits attached hereto, togtier, costae the ‘Npreument between the Pate. WHEREAS, UCLA has intercollesiate athletic teams in many sports; WHEREAS, UCLA’s teams require athletic and alhlesure apparel, footwear, accessories, equipment, connected ftness products, and othe fitness products, as well a Financial support for its Department of Intercollegiate Athletes and related costs; and \witiaS, Company is a supplier of such products, and wishes to provide UCLA's Department of Intercollegiate Athletics such products on an exclusive bass and obtain recognition Frits support of UCLA's nerellegnte alt eam, among thei st rth NOW, THEREFORE, In recognition ofthe foregoing, and subject to the tems and conditions of the Agreement, the Parties agree as follows 1. DEFINED TERMS ‘A. “delnowleddgment” means any public message or other material (including without limitation, television adverising, ntemet advertising and promotions, vdoos, and public slatements or messages, such as mass distributed texts, tweets, posts, blogs and/or SMS. messages) that recognizes Company’s financial and oder support of UCLA Athletics, and features, mentions, displays or otherwise includes any UCLA Marks. B, “Additional Equipment” means, subject to Section 1V(A) sports equipment that (Company does not currently produce or license, but that may be adel tots product lines during the Term, C. “Advertisement” mean any public marketing message or other material (ineloing thout limitation, television advertising. internet advertising and promotions videos, and publi statements or messages, suchas mass dstebuted texts, tweets, posts, blogs andlor SMS messages), which is boadeast or otherwise transmitted, published oF Aispayed or distributed, that features, mentions, displays or otherwise inludes any UCLA Marks in connection with UCLA Athletes and includes an inducement to Purchase, sell or use Company’s product or services 1. “Arua Product Allowance” means the product allowance foreach Contract Year, based on Retsil Value, as flected in Section II(C) below. The Annual Product “Allowance shall not take into account o otherwise include any expenses incured by ‘Company oc its suppliers (eg, standard pround shipping or restocking costs), which shall be Company's responsibilty and shall not be inluded inthe Annual Product Allowance calculation, E, “Anmual Product Allowance Shortfall" means, foreach Contract Year, the amount that is the difference between (the Retail Value of the Supplied Products requested by UCLA (up tothe Annual Product Allowance), and (i the Retail Value of the Supplied Products Fulfilled by Company. ““ASUCLA™ means Associated Students UCLA. G. “Authentic Competition Apparet” means all on-field, on-court, sideline, courtside, competition or practice apparel that is worn or used by Staff, Coaches or Teams (and any replica(s) thereo,ineluding but not limited to uniferms, courtside jackets and ‘sweaters, gameday warm-ups, basketball shooting shi, football player capes, bating practice jerseys, headwear (Including but not imited to adjustable, woo, and ted caps, visors, beanies, and headbands), windsuis, rainsuis, socks, underwear, buselayer, and sideline or courtside pans, shorts or shits, provided that Company is able to supply reasonably acceptable apparel in the specific eatepory. HL "Coaches?" means UCLA’s Head and Assistant Coaches for ll Teams “Company Marks” meane any name, loge, symbol, trademark, or service mark, o brand Ticensed, owned oe controlled by Company relating othe “Under Armour” brand. J. Company Products” means ll apparel, footwear, acessories, equipment, and connected fitness produts ofan athletic or atleisuee nature, ineluding but not limited to ‘Authentic Competition Apparel, Performance Products, all sports equipment Company currently produces or licenses including, but not limited to, protective eyewear, sunglasses, and eyewear with performance ateibutes, wristbands, gloves, batting and fielding gloves (if not provided by an Existing Agreement, catchers” equipment (ifnot provided by an Existing Agreement), elbow guards, water botles (on a non-exclusive basis), mouth guards, mouthpieces, larosse hard goods, inflatables (subject to the New Product Acceptance Testing Process (as defined in Section IV(AX8) below), heat rate ‘monitors, athletic bags (exeluding baseball and softball equipment bags provided by an ing Agreement), compression arm sleeves, calf sleeves, digital interactive health or fimess tol, applications, software, subscription services and platforms (if not provided ‘pursuantto an Existing Agrecment), health oe fitness wearabls, health and progress (eight, et. seals (but excluding any traditional medical scales that only measure height and weight), athlete and athleticallyrelated taining and measurement systems {Gtnot provided by an Existing Agreement), and athletic apparel, footwear, ad accessories with the capability of measuring biometric dat (if nt provided by an Existing Agreement), Compény Products shall not include Exchided Products, subject to Section V(A}6) below. K. “Contract Yer” means each (12) month period during the Term, beginning July 1 and ending on June 30 ofthe following yea LL. “Core Teams” shall mean UCLA’s football, baseball, men’s basketball, and women’s 2basketball Teams. “Director's Cup” means the naionally-ecognized program that honors collegiate institutions maintaining a broad-based program, achieving success in many sports, including both men's and women's sport, “Dollars” means United Sites dolar, “Bxcfuded Produets” means those products sted in Exhibit B, which shall be excluded fiom the etegores of Supplied Prodvets that Company i providing to UCLA pursuant to this Agreement, “Existing Agreement” means the curent agreements between UCLA and third parties, to supply the Additonal Equipment listed in Exhibit A andthe Excluded Products listed in Exhibit B, “Financial Obligations” means the fees, payments and bonuses that, pursuant to this ‘Agreement, Company must remit, pay or otherwise provide to UCLA. “Force Mafeure Event” means any cause or event whichis beyond the commercially reasonable control of Company (or the reasonable conttol of UCLA) and which renders the performance of this Agreement by the affected Party either impossible or impracticable, including, without linitaton flood, earthquake, fire, labor aetions or work stoppages, natual calamities, national emergencies, declarations of war, rot, civil disturbance, sabotage, explosions, acts of God, acts oF any regulatory, governmental body andlor agency, having jurisdiction over the affected Paty, including without limitation any Laws, orders, ordinances, acts, or mandates which Prohibit, restr, or regulate the affected Party's performance ots obligations under this Agreement “Fully Embellished.” with regard to any Supplied Product, means that such product features UCLA Marks along with any requited addtional text (e. football, volleyball, sports medicine, athletics, et.), which shall he placed on Supplied Products at no addtional cost to UCLA. Pricing in Company's wholesale college product catalogue for Supplied Products includes the cost of embellishment. Embellishment shall not be charged as a separate line item i the Annual Product Allowance calculation. The specific typeof embellishment of any Supplied Products (6.8, screenprinting, embroidery, ete) will be mutually agreed upon by Company and UCLA inadvanee. nas” means any and all applicable laws, rules and regulations, including without imitation, local and national laws, rules and regulations, NCAA rules and regulations, teates, voluntary industry standards (i'any), and other legal obligations periaining tothe Agreement, including without limitation, thse pertaining to ‘consumer and/or product safety, labor practices, employees, the environment, anti corruption (ie, the United States Foreign Corrupt Practices Act of 1977, as amended, land any local equivalent) and the manufacture and distribution ofthe Supplied Products, “Matching Period” means the time period from January 1, 2031 through March 31, 2031 (as described in greater detail below), provided thatthe Agreement has not ‘otherwise terminated pursuant to its termsLV. ‘Negotiation Period” means the tise period fom October 1, 2030 through December 31, 2030 (as described in greater detail below), provided thal the Agreement has not ‘otherwise terminated pursuant ots terms. \W. “Non-Company Producis” means any items of athletic or athleisure footwear, equipment accessories, or apparel equired bythe Teams that are not Company Products X. “Parpyfes)” means UCLA andiot Company, s indicted by the context YY, “Performance Products” means all Company Products which a) have a unique construction (e., compression); (b)have nique fabrications e-, moisture wicking) ‘that assists the wearer during wear andr use; andor (e) are marketed as having such constructions, fabrications, and/or special characteristics. Z._ “Recognition Right” means the ight o make accurate public statements and representations thatthe Teams, Couches, and Sta utilize Company Produets (ein ‘Sponsorship Materials. In connection with any such pubic statements or representations, Company shall als have the right to use the UCLA Marks, subject to the terms and conditions of this Agreement. AA. “Retail Value” means, generally, to hundred percent (200%) of Company's then- ‘current wholesale pricing as set forth in Company's wholesale college produet catalog, BB. “Sponsorship Materials” means any Advertisement, Acknowledgment or other ‘sitar materials erated by of for Companys promotional purposes and festing the UCLA Marks. CC. _“Stff* means al equipment managers, trainers, physicians, senior employees of the ‘UCLA’s Department of Intercollegiate Athletis, and other non-Coaches inthe direct ‘employ of UCLA who in any way assist te Teams during practices, competitions, ‘exhibitions, on-campus camps and elnies. Without Imitation, taf shall not mean ‘game management personnel such as ushers, ticket takers, and security guards DD. _ “Statement” means the form approved by UCLA, senting Fort, in writing, information relating to Company's Financial Obligations and Supplied Products, as provided inthe Agreement. “Supplied Product means Company Products and Non-Company Products ‘supplied by Company to UCLA for its Teams, Coaches and Staff, pursuant othe terms ofthis Agreement, FF, “Team” means any or all eurent members of UCLA men's andl women’s varsity intercollegiate abltic teams and spirit squads (ie, cheereadets, dance tan, mascots and yell-crew student group members). The Parties understand tht any mention of specific programs (eg, fodbal, basketball, ef.) shal refer to UCLA'S Teams, unless otherwise specifically tated. GG. “Term” means tat period of ime commencing on July 1, 2017 and concluding “une 30, 2032, unless this Agreement is earlier terminated pursuant to is terms HH. “Third Party Sporting Company” means a third party tat designs, manufactures and Aistibuts athletic or atlesure apparel, equipment, footwear, andor accessories, and 4‘which engages inthe outfiting of NCAA Division I teams (Le. supplies acessories, apparel, footwear, andr equipment to NCAA Division I eams), as wel 8 other major suppliers of athletic or athleisure apparel, equipment, footwear, and/or accessories, IL “Territory” means the word, with regard tothe athletic product and sponsorship, ‘ems provided herein, but excluding any licensing program by ASUCLA. JD. “UCLA Marks” means the various marks, service marks, trademarks, logos, erwork, branding and names associated with UCLA, including “UCLA,” “University of | California,” *Brun(s)," "Foe Brn,” and “Josephine Brun”. Il, COMPANY OBLIGATIONS ‘Company agrees that it shall, during the Term, provide the financial support, other financial support and Supplied Produeis desribed below in Subsections II), (B) and (C) to UCLA (but not including any performance bonuses), witha toal value of Two Hundeed Eighty Million Dollars ($280,000,000), as follows: Ai ial Support ‘Signing Bonus. On July 1, 2017 or within fiteen (15) days thereof, Company shall pay UCLA a onetime signing bonus of Fifteen Milion Dollars ($15,000,000), Notwithstanding anything contained herein to the contrary, inthe event of| ‘early termination ofthis Agreement by Company s8 Contract Yeur #1 only pursuant to Section VIlI(CX2)¢) or (below, UCLA will refund Twelve Millon Five Hundred Thousand Dollars ($12,500,000) ofthe signing bonus to Company within thst (30) days following UCLA's receipt of notice. '. Rivhts Fees: Annual Cash Payment. Company shall pay UCLA rights fees {otaling One Hundred Thirty-Five Millon Dollars ($135,000,000) during the Term (“Rights Feo"), alloested in annual installments of Nive Million Dollars ($9,000,000, which willbe paid quarter in equal installments within thirty 30) days following the first day ofeach calendar quarter (Gly 1, October 1, January 1, and April 1) foreach Contract Year during the Term, (7) Rights Fee Reduction for Core Team Sanction. Notwithstanding the foregoing, in addition to any other rights or remedies Company may have, for any Contract Year in which a Core Team set forth below is sanctioned by the NCAA resulting in the prohibition of television appearances ora reduction of post-season play or Conference championship {game play (if applicable by the Core Team, Company shall have the tight toreducethe Rights Fee for such Contract Year by: (a fifteen percent (15%) for the Football Team; (b) fiftcen percent (15%) for the Men's Basketball Team; (¢) en percent (10%) for the Women's Basketball Team; and (4) tr percent (10%) for the Baseball Team. Such reduction rights shall be ‘cumulative. Company shall have the right to either withhold te Rights Fee instllment(s) or require reimbursement of any Rights Pee(s) received, if 5any, paid in excess of the amount to which UCLA is entitled (such reimbursement to be made to Company within thirty (30) days of UCLA'S receipt of written noice). ii) Reductions for Spating/Core Teams. In addition to any ‘other rights or remedies Company may have, in any Contract Year in whieh 4 Cote Team member “spats” or tapes the Supplied Products, andor ‘obscures the Company Marks on any Supplied Products (ther than for an injury sustained by such Core Team member that requires taping. for stability purposes, provided that UCLA. provides Company with notice of ‘such injury within a reasonable time period following such jury, bu inal, instances prior to the commencement of the next game), Company shell hhave the right fo reduce the Rights Fee provided to UCLA in such Contract, ‘Year a set forth below. For the avoidance of doubt, successive reductions shall be cumulative ina Contract Year (e.., 4 oceurrenees in a Contract ‘Year would result ina total reduction of $50,000 in such Contact Yea). ‘Occurrence Rights Fee Reduction TF occurence _ 0 2 occurrence 370,000 “Woceurrence 315,000 occurrence and each 325.000 ‘occurence thereafler Performance Bonuses. Company shall pay UCLA bonuses based on the achievements of UCLA’s varsity athletic Teams and Coaches, as provided forth below: Football ‘Achievement onus Amount “Team appears in the Conference Championship [0,000 incremental Team plays ina non-College Football Payoft Bow! Game $50,000 “Team plays in a College Football Playoff Bowl Game (.e, $150,000 traditional New Year's Six Bowl Game) “Team plays in a College Football Playoff Semi-Final Game $250,000 “Team plays in the College Football National Championship $350,000 “Teatn wins the College Football National Championship 500,000 Head Coach is named AFCA National Coach ofthe Year $310,000 (incremental) Mens Basketball “Achievement Bonus Amount “Team named Regular Season Conference Champions 335,000 (incremental) “Team wins Post-Season Conference Championship Tourmament ‘975,000 (incremental) “Team participates in NCAA Post-Season Tournament First ‘315,000 Round “Team paricipates in NCAA Pos-Season Tournament Sesond 5000 6Round “Team participles a NCAA Post Season Tournament Sweet 16 350,000 “Team participates in NCAA Post Season Tournament Elite 8 375.000 “Team participates in NCAA Post-Season Tournament Final 4 $100,000 ‘Team participates in NCAA National Championship Game $130,000 [Team wins NC al Championship $200,000. $35,000 (incremental) Head Coach is named Conference Coach ofthe Year $10,000 (incremental) Women's Basketball Achievement “Team wing Post Season Conference Championship Toumament “Team participates in NCAA Post-Season Tournament First Round “Team participates a NCAA Post-Season Tournament Sweet 16 “Team participates in NCAA Post-Season Tournament Final 4 “Team participates in NCAA National Championship Game “Team wins in NCAA National Championship Head Coach is named WECA National Coach of the Year $95,000 (incremental Head Coach is named Conference Coach of the Vear ‘$10,000 (incremental Baseball “Achievement Bonus Amount ‘Team finishes "in Regular Season Conterence Standings 37,500 “Team quilifies for College World Series 35,000 “Team participates in College World Series championship round 315,000 Team wins College World Series 325.000 Head Coach is named Baseball America’s National Coach of the Year $5,000 (ineremental) All Other Teams Achievement Bonus Amount “Team Wins Regular Season Conference $7,500 Championship or Wins Post Season Conference “Tournament (non-cumulative) “Team Wins National Championship 350,000 “Head Coach Wins National Coach of the Year $10,000 (incremental) Director's Cup, ‘Achievement Bonus Amount Universtiy places 34 in the Directors Cup 995,000, University places 2°Tin the Director's Cup 350,000, University wins Director's Cup $100,000