AMENDED AND RESTATED MULTIMEDIA RIGHTS AGREEMENT BETWEEN THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL

AND

TAR HEEL SPORTS MARKETING, LLC D/B/A TAR HEEL SPORTS PROPERTIES

AND LEARFIELD COMMUNICATIONS, LLC I ll EFFECTIVE JULY 1, 2017 l! ii ~ I r: l:11 11

1( \j i' 1l ii I! Ji

/[ TABLE OF CONTENTS

Section/ Title Page Schedule/ Exhibit I Defined Tenns (See Schedule A) 1 2 Grant of Multimedia Rights 1 3 Rights Excluded 2 4 Contract Term 4 5 Mutual Cooperation; Additional Multimedia Rights; New Multimedia Rights 4 6 Payments to Universitv 5 7 Miscellaneous Contractor Obligations 10 8 Ownership; Copyright; Use of University Marks 14 9 Miscellaneous Terms and Conditions 16 10 Auditing of Accounts 23 11 Status of Parties 23 12 Contractor Efforts/Production Costs 24 13 Indemnity/Insurance 25 14 General Terms and Conditions 27 Silmatures Signatures of Parties 36 Schedule A Defined Terms 37 Schedule B Inventory Rights 42 Exhibit A Football and Men's Basketball Play-by-Play Radio Broadcasts 48 Exhibit B Women's Basketball and Baseball Play-by-Play Radio Broadcasts 52 Exhibit C Head Football Coach, Head Men's Basketball Coach and Head Women's 55 Basketball Coach Television Shows Exhibit D Football and Men's Basketball Coaches' Radio Shows 58 ExhibitE Women's Basketball and Baseball Coaches' Radio Shows 60 Exhibit F Grune Programs 61 ExhibitG Internet Rights; Digital Media Rights 63 ExhibitH Electronic and Digital Venue Signage 65 Exhibit I Media Shows 67 Exhibit J New Media Assets 68 ExhibitK New Campus Media 70

-1- AMENDED AND RESTATED MULTIMEDIA RIGHTS AGREEMENT

THIS AMENDED AND RESTATED MULTIMEDIA RIGHTS AGREEMENT (this "Agreement") is made and entered effective as of the pt day of July, 2017 ("Effective Date") by and between the University of North Carolina at Chapel Hill for its Department of Athletics and, as specifically set forth in this Agreement, its Division of Finance and Administration ("University"), Tar Heel Sports Marketing, LLC d/b/a Tar Heel Sports Properties, a Missouri limited liability company qualified to do business in North Carolina ("THSP"), and Learfield Communications, LLC, a Delaware limited liability company qualified to do business in North Carolina ("Learfield" and together with THSP, the "Contractor").

WITNESSETH

WHEREAS, the University desires to arrange for radio broadcasts of certain athletic events in which its teams participate, and to arrange for the promotion of goodwill associated with the University's intercollegiate athletic programs through various promotional opportunities;

WHEREAS, the Contractor and University have been operating under a Multimedia Rights Agreement effective as of July 1, 2008, as amended by an Addendum effective as of July 1, 2008, with respect to certain media, broadcasting, marketing and sponsorship rights with respect to the University's Department of Athletics ("Original Agreement");

WHEREAS, the University a11d Contractor have negotiated terms and conditions relating to University's multimedia rights and the consideration to be paid by Contractor for those rights that necessitate the Original Agreement being amended and restated;

WHEREAS, it is the intention of University and Contractor that this Agreement extend and replace the Original Agreement from and after July 1, 2017.

NOW, THEREFORE, in consideration of the premises, the mutual promises and undertakings herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, University and Contractor (each a "Party" and together, the "Parties") agree as follows:

1. DEFINED TERMS, All capitalized terms used in this Agreement and not otherwise defined will have the meanings set forth in Schedule A to this Agreement which by this reference is incorporated into this Agreement.

2. GRANT OF MULTIMEDIA RIGHTS.

2.1. Inventory Granted. Subject to the terms and conditions set forth in this Agreement, University hereby grants and licenses to Contractor the rights and privileges set forth in this Agreement (including all Schedules and Exhibits thereto), including the exclusive Multimedia Rights described in Schedule B, as it may be amended from time to time by the mutual agreement of the Parties. The tenns and conditions on Schedule B, including the Exhibits referenced therein, are incorporated by this reference into this Agreement.

-1- 2.2. Other University Promotions. Contractor acknowledges and agrees that the rights herein granted shall neither preclude nor prohibit the University from engaging in other promotional activities, sponsorships, or marketing activities that are related to University programs and activities, so long as such University programs and activities are not inconsistent with the rights granted to Contractor under this Agreement. Nothing in this provision precludes University coaches from entering into personal endorsement, sponsorship, or marketing activities so long as such activities are not inconsistent with the rights granted to Contractor under this Agreement.

2.3. Copies of Multimedia Agreements. Upon request, Contractor shall allow the University or its authorized representatives to inspect a copy of any agreement the Contractor enters into in perfonning its obligations with respect to the Inventory (any such agreement, a "Multimedia Agreement").

3, RIGHTS EXCLUDED.

3.1. Rights Excluded Generally. Contractor acknowledges and agrees that any rights not expressly granted to Contractor under this Agreement are retained by the University and are not conveyed to Contractor. The following rights and activities are specifically excluded from this Agreement.

3 .1.1. Rights for post season or other special athletic events involving a University athletic team or athletes that are sponsored by or hosted by the National Collegiate Athletic Association ("NCAA"), Atlantic Coast Conference ("ACC"), or any other non­ University organization, whether held in University athletic facilities or non­ University athletic facilities; provided, however, that Contractor shall have the right to produce and broadcast on radio all such post-season events and to sell and secure promotional support for such broadcasts.

3.1.2. Talent, personal service, endorsement, and merchandizing rights of coaches, the Athletic Director and other athletic staff members; provided, however, Lear:field shall be permitted, with University's approval, to contract with such personnel directly for the grant of rights or the provision of services in connection with the exercise of Learfield's rights hereunder.

3.1.3. All athletic shoe, apparel, and equipment rights for University intercollegiate sports.

3 .1.4. Promotions and personal appearances by the University's mascot, band, and cheerleaders.

3.1.5. Activities of any University unit other than the Department of Athletics or activities or any non-University organization (including University affiliated foundation, associated entities, and student organizations) with respect to assets or rights not granted under this Agreement.

3.1.6. Promotion of sports camps and clinics organized and conducted by either the University through its Department of Athletics or by any of it coaches.

-2- 3.1.7. Delivery of public speeches or public appearances by coaches (other than those described on Schedule B).

3. 1.8. Except as contemplated in Section 8.2 below, Licensing of University trademarks to be used on consumer products pursuant to the University's trademark licensing program, which shall continue to be separately administered by the University Trademark Manager, and promotions developed or produced by IMG College Licensing, LLC. or any other designated licensing agent of the University.

3 .1.9. Sideline rights or players areas agreements for isotonic type sports beverages consistent with past practice.

3.1.10. The University promotions and activities described in Section 2.2.

3 .1.11. Concessions sales, vending machine sales, parking rights, apparel and merchandise sales at venues, and equipment leases at venues.

3.1.12. Naming rights for University facilities (a "Naming Rights Agreement"); provided, however, if as a result of a Naming Rights Agreement, Contractor loses any of its existing Multimedia Rights or sponsorship or promotional inventory, or, if the Naming Rights Agreement results in Contractor's loss of an Exclusivity Sponsor or Contractor being liable to the Exclusivity Sponsor for breach of contract, or if the Naming Rights Agreement partner's products or services is in one of the categories described in Exhibit K of Schedule B, a Diminishing Event shall have occwred (if such event directly causes a material adverse impact to AGR) and the process for a Diminishing Event shall be followed; provided, however, with respect to any damages owed to an Exclusivity Sponsor by Contractor (the "Damage Amount"), in addition to, and not in lieu of any other remedies available to Contractor because of a Diminishing Event, the Guaranteed Royalty Fee, or the AGR Threshold Amount, as the case may be, shall be reduced, dollar-for-dollar, by the Damage Amount.

3.2. Sales Outside Scope of Agreement. Contractor acknowledges and agrees that its rights with respect to the Inventory are limited to the rights expressly granted under this Agreement. If Contractor grants rights to third parties that the Contractor does not have the authority to grant under this Agreement or contracts with third parties without fulfilling Contractor's obligations pursuant to Section 7.6 of this Agreement, then the University, at its sole discretion, shall have the right to either ( a) require Contractor to terminate such agreement by providing written notice of the same to the Contractor, or (b) elect to allow such contract to continue until it expires or is terminated early, subject to payment by the Contractor to the University of a penalty fee equal to 25% of the revenues received by Contractor from such third party relationship, in addition to including such revenues in the calculation of the Guaranteed Royalty Fee or AGR Threshold amount due the University Department of Athletics pursuant to Section 5.1 of this Agreement; provided, however, upon receiving notice from University of an unauthorized contract, Contractor shall have the right to terminate such agreement in lieu of paying the above-referenced penalty.

-3- 4. CONTRACT TERM.

4.1. Term. The term of this Agreement shall be for twelve (12) contract years beginning on the Effective Date and ending on the Expiration Date, unless terminated at an earlier date as provided for herein.

4.2. Effective Date. The Parties' rights and obligations under this Agreement begin on the Effective Date.

4.3. Termination Date. This Agreement shall expire on the Expiration Date as provided in this Agreement. Each contract year of this Agreement shall begin on July I, and end on June 30 ofthe subsequent calendar year and each such period shall be referred to throughout this Agreement as a "Contract Year."

4.4. Multimedia Agreements. Upon the early termination of this Agreement, the rights herein granted to Contractor shall survive such early termination through assignment of any Multimedia Agreements held by Contractor to another sports marketing company approved by University, or if no other such sports marketing company suitable to the University can be found, to the University. Contractor shall not enter into any Multimedia Agreement unless it includes a provision to the effect that the rights and obligations granted under such Multimedia Agreement shall survive any early termination of this Agreement through assignment of any Multimedia Agreements held by Contractor to another sports marketing comp~ny approved by University, or if no other such sports marketing company suitable to the University can be found, to the University. Contractor shall not enter into any Multimedia Agreement with a term that extends beyond the Expiration Date unless it includes the foregoing assignment provision and a tennination right upon the expiration of this Agreement. Contractor agrees to execute any and all documents and take any and all actions reasonably necessary to execute the assignments contemplated by this paragraph.

S. MUTUAL COOPERATION; ADDITIONAL MULTIMEDIA RIGHTS; NEW MULTIMEDIA RIGHTS

5.1. Mutual Cooperation. The Parties, including University's Athletic Director (and/or his/her designee), the University's head of Strategic Procurement (and/or his/her designess) and the University's Vice Chancellor for Finance and Administration (and/or his/her designee) will meet, as they mutually agree is necessary, to discuss the rights and Inventory licensed to Contractor and any unexpected problems arising therefrom to arrive at mutually satisfactory solutions. Members of Contractor's campus+ team will be encouraged to attend regularly• scheduled meetings of the University's campus sponsorship team for strategic sourcing discussions related to strategic campus partnerships and, if requested by the University, University capital improvement initiatives. The General Manager of Contractor will be encouraged to attend regularly scheduled University Department of Athletics senior staff meetings and will meet each month with University's Athletic Director or his designee at times mutually agreeable to the Parties. In addition, University will use reasonable efforts to clearly and concisely define for University's staff the specific roles and responsibilities which Contractor will undertake with University's Department of Athletics, including, but

-4- not limited to, any agreements Contractor enters into with University's coaches which Contractor and University mutually determine will facilitate revenue generating opportunities.

5.2, Additional Multimedia Rights. It is contemplated that Additional Multimedia Rights may come into effect or become available during the Term. In that event, the Parties will cooperate to determine whether the University will permit Contractor to attempt to commercialize such Additional Multimedia Right. The University is not required to permit Contractor to attempt to commercialize such Additional Multimedia Rights (e.g., through sponsorship placement, signage, recognition or otherwise). If University elects not to permit Contractor to attempt to commercialize such Additional Multimedia Right, University will not grant to any third party the right to attempt to commercialize such Additional Multimedia Right. When Contractor is pennitted by University to commercialize an Additional Multimedia Right, it shall be exclusive to Contractor for the remainder of the Tenn and Contractor will retain all collected revenue generated from such Additional Multimedia Right which will be included in the calculation of AGR. In the event that an Additional Multi-Media Right contemplated is identified that University has approved Contractor attempting to commercialize hereunder and the new right generates in excess of $400,000 annually in incremental annual AGR, then the Parties will negotiate in good faith any new or different terms (including revenue sharing) associated therewith. University will not be required to grant such Additional Multi-Media Rights to Contractor, but under no circumstances will University attempt to commercialize such Additional Multimedia Rights itself without prior communication and coordination with Contractor. University may not commercialize any such Additional Multi-Media Right in any way that would interfere with, impede or be detrimental to Contractors Rights under this agreement.

6. PAYMENTS TO UNIVERSITY

6.1. Guaranteed Royalty Fee. As payment for the rights licensed under this Agreement in connection with the University's Department of Athletics, Contractor will pay University an annual rights fee equal to the greater of (a) the Guaranteed Royalty Fee for the applicable Contract Year as set forth below or (b) the AGR Threshold Amount for the applicable Contract Year. The Guaranteed Royalty Fee described below and the AGR Threshold Amount are both based upon all of the Athletic Asswnptions being accurate, If any or all of the Athletic Assumptions do not occur, are not accurate or do not remain in effect for the entire Tenn of the Agreement, then such occurrence shall constitute a Diminishing Event (if such occurrence directly causes a material adverse impact to AGR) and the process for a Diminishing Event shall be followed. Subject to any adjustments under this Agreement, the Guaranteed Royalty Fees for the Term shall be as follows:

-5- Contract Year Guaranteed Royalty Fee

2017-2018 $9,750,000 2018-2019 $10,000,000 2019-2020 $10,500,000 2020-2021 $10,750,000 2021-2022 $11,000,000 2022-2023 $12,000,000 2023-2024 $12,250,000 2024-2025 $12,750,000 2025-2026 $13,250,000 2026-2027 $13,750,000 2027-2028 $14,250,000 2028-2029 $14,500,000

6.2. Payments. All Guaranteed Royalty Fee payments owed by Contractor shall be paid in two (2) installments as follows: 50% on or before December 31 and 50% on or before June 30 of each Contract Year, with a final settle-up, if any, derived through the AGR Threshold AmoWlt, to be paid no later than September 30 following the applicable Contract Year. AGR received or collected after June 30 of a Contract Year for the previous Contract Year shall be included in the AGR of the previous Contract Year if received prior to the September 30 settle-up date (and shall be added to the subsequent Contract Year ifreceived after the September 30 settle-up date). Irrespective of whether a payment is owed through the AGR Threshold Amount, Contractor shall provide University with an accounting by September 30 of each Contract Year of the AGR for the preceding Contract Year. The amounts to be paid by the Contractor to the University's Department of Athletics under Section 6.1 above shall be made payable to the University of North Carolina at Chapel Hi11 and shall be delivered to the Director of Athletics, CB#8500 Ernie Williamson Athletic Center, The University ofNorth Carolina at Chapel Hill, Chapel Hill, North Carolina 27599- 8500. If any payment is not made by Contractor within thirty (30) days of when due, such past due amount will accrue a late charge of the lesser of (a) l % per month or (b) the highest rate allowable under North Carolina law, in each case computed monthly to the extent allowable by law.

6.3. Campus Rights Fees. As payment for the rights licensed under this Agreement to Contractor as to campus-wide (non-athletic) Multimedia Rights with respect to each Contract Year of the Term, Contractor will pay University seventy percent (70%) of the AGR Campus Share Amount.

6.4. Campus Payments. All AGR Campus Share Amount payments owed by Contractor under Section 6.3 shall be paid in two (2) installments as follows: 50% on or before December 31 and 50% on or before June 30 of each Contract Year, with a final settle-up, if any, derived through the AGR Campus Share Amount, to be paid no later than September 30 of each Contract Year. A GR received or collected after June 30 of 2018 or after June 30 of 2019, as the case may be, for the previous Contract Year shall be included in the campus revenue of

-6- the previous Contract Year if received prior to the September 30 settle-up date (and shall be added to the subsequent Contract Year if received after the September 30 settle-up date); provided, however, amounts received after September 30, 2019 shall be paid to University as and when received by Contractor. Contractor shall provide University with an accounting by September 30 of each Contract Year of the campus revenue for the preceding Contract Year. The amounts to be paid by the Contractor to the University under Section 6.3 above shall be made payable to the University of North Carolina at Chapel Hill and shall be delivered to the Vice Chancellor for Finance and Administration, The University of North Carolina at Chapel Hill, 300 South Building, 200 East Cameron Avenue, Chapel Hill, North Carolina 27599-1000. If any payment is not made by Contractor within thirty (30) days of when due, such past due amount will accrue a late charge of the lesser of (a) 1% per month or (b) the highest rate allowable under North Carolina law, in each case computed monthly to the extent allowable by law.

6.5. Signing Bonus. Contractor shall pay University's Department of Athletics a $3,000,000 Signing Bonus as follows: $1,500,000 on or before December 31, 2017, and an additional $1,500,000 on or before June 30, 2018.

6.6. Capital Subsidy Payments. In consideration of the rights granted to Contractor by University, Contractor will provide capital subsidy payments ("Capital Subsidy Payments") to The Educational Foundation, Inc. in the aggregate amount of $4,000,000 in the following Contract Years in the following amounts:

Contract Year Capital Subsidy Payment

2018-2019 $1,000,000 2019-2020 $1,000,000 2022-2023 $1,000,000 2025-2026 $1,000,000

The Capital Subsidy Payments shall be used to fund technology upgrades and capital improvements to Athletic Facilities that are intended to create additional or enhanced sources of revenue for Contractor, all of which will be included in the calculation of AGR. The specific upgrades and improvements will be mutually agreed upon between University and Contractor following good faith negotiations. For clarity, while some or all of the upgrades and improvements might also enhance the fans' experience at Athletic Events, University acknowledges and agrees that the principal purpose of the upgrades and improvements is to generate additional revenue for the Parties.

6.7. Campus Facility Capital Initiatives. If, during the Term of the Agreement, University proposes to develop or have developed projects that will include commercial initiatives that the University elects to make available to Contractor, Contractor will meet and negotiate in good faith with University the amount of Contractor's financial investment, if any, in such projects. Such negotiations relating to Contractor's financial investment will take into account the scope and value of the commercial initiatives that the Parties anticipate could be available to be monetized by Contractor for the project, the remaining Tenn of the Agreement during which Contractor may monetize such initiatives and the amount of

-7- projected revenue that could be included in the calculation of AGR For clarity, nothing in this Section 6. 7 shall require University to develop or have developed projects that include a commercial initiative that can be monetized by Contractor and nothing in this Section 6. 7 shall require Contractor to provide funding for any University project that has no commercial initiative that can be monetized by Contractor. If Contractor agrees to provide funding for a project that has commercial initiatives that can be monetized by Contractor, an Addendum to this Agreement will be signed by University and Contractor identifying the specific investment(s) to be made by Contractor and the specific rights granted to Contractor.

6.8. Performance Bonus Payments. In addition to the Guaranteed Royalty Fee set forth in Section 6.1, Contractor will pay University a perfonnance bonus based upon the success of University's athletic teams as follows;

Football:

ACC Championship: $20,000 Bowl Appearance-Greater of the following: Participate in College Football Playoffs: $50,000 Win Championship Game: $75,000

Men's Basketball:

ACC Tournament Championship: $20,000 NCAA Appearance-Greater of the following: Sweet 16: $20,000 Final Four: $50,000 NCAA Championship: $100,000

NCAA Championship in any Olympic Sport: $10,000

Director's Cup: Top 5 Finish: $25,000 Top 10 Finish: $15,000

Any performance payment earned will be paid in the subsequent Contract Year.

6.9. Trade Benefits. During each Contract Year of the Term, at the request of University, Contractor will obtain Trade Benefits for University having a value equal to the Threshold Amount. If University requests Trade Benefits in excess of the Threshold Amount ("Additional Trade Benefits"), Contractor will use its best efforts to provide the Additional Trade Benefits to the University utilizing its available inventory. The Threshold Amount, as well as any Additional Trade Benefits, shall be adjusted to the Wholesale Value with the resulting amount that exceeds the Threshold Amount deducted from the Guaranteed Royalty Fee or AGR Threshold Amount owed to the University; provided, however, before making any deduction from the Guaranteed Royalty Fee or the AGR Threshold Amount, any Trade Benefits used by Contractor in excess of the Wholesale Value of the Contractor Threshold

-8- Amount shall be added to the calculation of AGR. By way of example, in the 2015-2016 Contract Year, University received $205,000 of Trade Benefits and had a Threshold Amount of $100,000 and Contractor used $246,000 of Trade Benefits during that same period. Accordingly, based upon the Wholesale Value of the Trade Benefits, Contractor provided University with $144,000 of Trade Benefits in 2015 - 2016 or $44,000 above the $100,000 Threshold Amount which was deducted from University's share of AGR and Contractor used $246,000 of Trade Benefits during that same period and based upon the Wholesale Value adjustment (70%), $72,000 was added to the AGR.

6.10. Competitive Review. On one occasion after July 1, 2025, the University Athletic Department may request that University and Contractor meet to review the terms of this Agreement and share data with one another as needed to determine if the financial terms of this Agreement are such that this Agreement is one of the top three multimedia deals in Learfield's portfolio in terms of Guaranteed Royalty Fee and the effective AGR Threshold Amount, talcing into account applicable thresholds, all contractually guaranteed payments, inventory offerings and other deal•specific tenns. To that end, the following items will be recognized and considered during the comparative analysis: front•loaded guaranteed rights payments, the overall inventory offerings in the multi•media agreement (e.g., radio, television, print, official athletic website including on•line auctions and subscription based audio and video products, naming rights, campus rights, venue signage, promotions, luxury suites, coaches endorsements, concessions, pouring rights, isotonic beverage rights, etc.), and cultural tolerances for prohibited sponsorship categories (collectively, the "Rights Package"). If, after talcing into account the comparative Rights Packages, as well as other objective and non-objective factors which may then be relevant, it is determined that the financial terms set forth in this Agreement are not within the top three multimedia deals in Learfield's portfolio in terms of Guaranteed Royalty Fee and the effective AGR Threshold Amount, then Parties shall negotiate in good faith at that time an amendment to this Agreement. Should the Parties not reach a mutually acceptable agreement by October 31, 2025, then the discussions shall be elevated to the Athletic Director of the University and the President & CEO of Learfield who shall attempt to resolve the matter in good faith, including at least one in-person meeting between the Athletic Director and Learfield's President & CEO. Should the Parties not reach a mutually acceptable agreement by December 31, 2025, then the Guaranteed Royalty Fee for the final three Contract Years of this Agreement shall be adjusted to be equal to the average annual guaranteed rights fee for athletic multi-media rights only (e.g., no portion attributable to campus rights or facility naming rights) of the top five (by average guaranteed rights fee) Power Five (or then equivalent) multimedia rights properties in Learfield's portfolio that have an expiration date between June 30, 2027 and June 30, 2034. In the event Learfield does not have five properties that meet the above qualifications, then if Learfield does have five Power Five ( or then equivalent) properties, then the Guaranteed Royalty Fee for the final three Contract Years of this Agreement shall be adjusted to be equal to the average annual guaranteed rights fee for athletic multi-media rights only of the top five (by average guaranteed rights fee) Power Five (or then equivalent) multimedia rights properties in Learfield's portfolio adjusted to reflect comparable Rights Packages, provided at least two of Learfield's properties are in the top five of all Power Five multi-media rights deals as adjusted to reflect comparable Rights Packages. If Learfield does not then have five Power Five (or then equivalent) properties or does not have two properties in the top five as required above, then

-9· the Guaranteed Royalty Fee for the final three Contract Years of this Agreement shall be adjusted to be equal to the average annual guaranteed rights fee for athletic multi-media rights only of the top five Power Five (or then equivalent) multi-media rights properties regardless of rights holder as adjusted to reflect comparable Rights Packages.

7. MISCELLANEOUS CONTRACTOR OBLIGATIONS. As further consideration for the rights granted to Contractor herein, Contractor agrees to perform the requirements set forth below in this Section 7.

7 .1. Internship Program. During each Contract Year of the Tenn, Contractor will provide four (4) paid student internships based upon specific student interests and applications. The specific intern positions will be designated by Contractor in consultation with the University Contract Manager. Each such intern shall be financially compensated at the then-current intern rate set by the University Department of Athletics and Contractor shall have no obligation to pay an intern any amount in excess of such rate.

7.2. Career Tar Heel Program. During each Contract Year of the Term, Contractor, through its Manager of Partnership Services, will work with University Student Services to develop a program tailored to graduating student athletes in order for them to have an opportunity to meet with Contractor personnel and select corporate partners of Contractor.

7.3. Tar Heel Born and Bred Partnerships. During each Contract Year of the Tenn, Contractor will seek to obtain six (6) corporate premium partners who have strong ties to the University and the region in order to create an official University branded group of corporate partners that are dedicated to promoting the values that make the University unique. Each of such partnerships would require a minimum investment of $300,000 with $100,000 of such investment committed to media campaigns promoting the Tar Heel Born and Bred Partnership on premier platforms. For clarity, while Contractor will use its best efforts to obtain six (6) corporate premium partners for the Tar Heel Born and Bred Partnership, Contractor will not be in default under this Agreement if it cannot obtain six (6) corporate sponsors or if the amount of investment by a corporate partner is less than $300,000,

7.4. Digital Media Position. Contractor will fund a digital media position. The person holding that position will have access to an office in the Department of Athletics and will work closely with Contractor to develop content and strategies as well as work with corporate sponsors to create opportunities that will be designed to engage with University fans. The specific content to be developed and strategies to be developed will be mutually agreed upon by the Parties. If the person holding this position is employed by the University (rather than Contractor) then Contractor will reimburse University for the cost of such position up to an annual reimbursement of $80,000 increased each Contract Year by any reasonable salary increase granted for such position.

7.5. Fulfillment of Obligations to Sponsors. Contractor agrees that University shall not be responsible for fulfilling obligations to individuals or entities that are party to any Multimedia Agreement, unless the University has expressly agreed in writing to be so responsible. For purposes of illustration and not by way of limitation, the Contractor shall

-10- be responsible, with the assistance of the University Department of Athletics staff, for providing its employees to fulfill or perform in-game promotions pursuant to Multimedia Agreements entered into by Contractor.

7.6. Due Diligence with Respect to Third Parties. Before entering into or amending or extending any Multimedia Agreement with a third party, Contractor shall notify the University of any adverse public relations implications associated with the_third party of which Contractor is aware that would reflect poorly on the University or its Athletics Deprutment ofwhlch Contractor is aware. 1[ 7.7. Approval of Third Parties. For the purpose of protecting the name, goodwill, and i 11 reputation of the University, Contractor shall not enter into any Multimedia Agreement with /J ii a party described in Section 7.6 unless the Contractor has received pre-approval of such prospective sponsor from the University, which pre-approval shall not be unreasonably II withheld. Contractor shall include a provision in each Multimedia Agreement entered into, ii amended, or extended after the Effective Date to the effect that Contractor may immediately I terminate such agreement upon the University's request if that association with the third I party has or is likely to have a material adverse impact on the reputation or good name of ii! 11 the University. Contractor agrees to comply with any University request in this regard. [! 7.8. Excluded Categories of Sponsorships. Notwithstanding anything contained in this I Agreement to the contrary, Contractor may not sell any sponsorships in Excluded II Categories. Sponsorships promoting a political candidate or political party are pennitted on I radio broadcasts, but are not permitted on any other Inventory without the consent of the µi University. !{ TT ii 7.9. University Promotions. At the University's request, Contractor will include in its I broadcasts and promotional activities any announcements or other program material furnished by the University in accordance with Schedule B Exhibit A, Section 12 and Schedule B Exhibit B, Section 8. These announcements or materials will be for the purposes of encouraging attendance at University games, promoting the University and its programs, and emphasizing the scholastic standing of University student-athletes. Under no circumstances can such announcements or materials be used for any commercial underwriting or commercial marketing of any kind, other than for marketing products or services available in-stadium or in-venue, and the time allotted for such announcements or the space allotted for such materials shall in both instances be reasonable as mutually agreed upon by the parties.

7.10. No Endorsements by University; Sponsorship Designations. Contractor shall not permit any sponsor messages that imply endorsement by the University or the Department of Athletics of a third party's product or service, beyond the designations of "official partner" or "official sponsor" of UNC Athletics or a substantially similar designation. The Contractor shall not permit endorsement of a product or service by a coach or other employee of the Department of Athletics without the written consent of University (email acceptable).

7.11. Marketing Plan. No later than December of each Contract Year, Contractor shall make available to the University Department of Athletics for review and consultation its plan for

-11- generating AGR for the forthcoming Contract Year. The plan shall identify all projects which Contractor anticipates pursuing during the new Contract Year and plans for contacting those individuals and businesses who have been traditional supporters of the University and its athletic programs.

7.12. Meetings. After the Effective Date of this Agreement, Contractor and the University Contract Manager shall meet at least quarterly, upon the University Contract Manager's request, for the purpose of reviewing and discussing new promotional opportunities, to review all Multimedia Agreements, both exclusive and non~exclusive and otherwise discuss and review Contractor's perfonnance hereunder.

7.13. Exclusive Contracts. The University Contract Manager and the University Trademark Manager shall each have the power to review and approve in advance all exclusive Multimedia Agreements to be entered into by Contractor, which approval will not be unreasonably withheld, delayed, or conditioned. Such exclusive sponsorship agreements shall not include rights that are not granted to Contractor under the Agreement. Such Multimedia Agreements shall not exceed the rights granted to Contractor in Section 2 of this Agreement. No exclusive sponsorship agreement shall preclude the University's Office of Trademark and Licensing from granting licenses to Persons, directly or through its licensing agent, for the use of the University's Marks and/or indicia in connection with the manufacturing, sale, distribution or promotion of products, services, or businesses with respect to University units other than the Department of Athletics unless the granting of such licenses is to a competitor of an exclusive Contractor sponsor in connection with a Campus Sponsorship.

7.14. Personnel. No Key Employee may begin perfonning work under this Agreement without the prior written approval of the University Department of Athletics> such approval not to be unreasonably withheld. For clarity, all of Contractor's Key Employees who were Key Employees as of February 1, 2017, and remain Key Employees as of the Effective Date are hereby approved. Contractor recognizes and agrees that the selection and hiring of Key Employees who possess expertise and professional skills to carry out Contractor's obligations hereunder and in the course thereof to reflect positively on the name and reputation of the University is an essential condition to inducing the University to enter into this Agreement with Contractor. The Contractor shall make commercially reasonable efforts to prevent any Key Employee from (a) using information relating to the University's current or fonner coaches or student-athletes that was gathered in the course of the Key Employee's work for the Contractor for their personal financial gain (including without limitation, writing books, magazine or internet articles, or through speaker events or media appearances), or (b) using generally available infonnation relating to the University's current or fonner coaches or student-athletes for their personal financial gain (including without limitation, writing books, magazine or internet articles or through speaker contracts or media appearances), or (c) writing generally for publications or internet sites that compete with the official publications or internet sites of the University's athletics program. Contractor agrees to remove from assignment to University projects any Key Employee of the Contractor whose work or performance under this Agreement is considered by the University to have a material adverse impact on the reputation or good name of the University, unless the basis for the University's objection is against applicable law or is

-12- cured within fourteen (14) days (or lesser time as may be specified herein) following the date of the University's notice to Contractor of its dissatisfaction with or objection to such individual's perfonnance or work hereunder.

7.15. Third Party Agreements Involving Coaches, If any Multimedia Agreement with a third party involves the services of a head coach by name, then such Multimedia Agreement shall provide for its automatic termination upon either the termination or cancellation of that head coach's employment contract with the University or reassignment of such coach to a position other than head coach,

7.16. Misleading Activity. Contractor agrees that if it is notified in writing that any products or services promoted on any radio or television program or in connection with any other promotion activity hereunder are being presented in a manner which is not factual and accurate, is misleading or is in violation of any applicable law, rule or regulation, or that orders placed by individuals are not being fulfilled in complete compliance with the terms of the applicable agreement within the time advertised, and such allegations are verified, Contractor will take prompt action otherwise not inconsistent with applicable law to prevent any such promotion from being aired or published again.

7 .17. Financial Reports.

7.17.1. Preliminary Contract Year-End Report. On or before each June 30 occurring during the Term of this Agreement, Contractor shall provide the University Contract Manager a preliminary Contract Year-end report including the following information: (i) Guaranteed Royalty Fee payments made during the Contract Year then ending, (ii) Campus Rights Fee Payments made during the Contract Year then ending, (iii) detail of AGR revenue calculation for the Contract Year then ending based upon information available as of the date of such report, (iv) other payments, reimbursements and credits made during the Contract Year then ending, and, (iv) a schedule of accounts receivables with detail showing the amounts invoiced to each sponsor, amounts collected and outstanding balances.

7.17.2. Contract Year-End Reconciliation Reports. On or before each September 30 and December 15 occurring during the Tenn of this Agreement and no later than six (6), twelve (12) and eighteen (18) months after the termination of this Agreement, Contractor shall provide the University Contract Manager with an updated reconciliation report for the Contract Year most recently ended, including the following infonnation: (i) Guaranteed Royalty Fee or AGR Threshold Amount payments made during the Contract Year most recently ended, (ii) Campus Rights Fee payments made during the Contract Year most recently ended, (iii) detail of AGR calculation for Contract Year most recently ended, (iv) other payments, reimbursements and credits made during the Contract Year most recently ended, and (v) a schedule of accounts receivables with detail showing the amounts invoiced to each sponsor, amounts collected and outstanding balances.

-13- 7.17.3. Inventory/Sales Reports. In connection with Contractor's annual year-in-review report to University, Contractor will provide University with infonnation regarding inventory sales, value and sponsor interest.

7.17.4. Progress Reports. Promptly after each April 30 occurring during the Term of this Agreement, Contractor shall provide the University Contract Manager a progress report with respect to the then current Contract Year, including the following infonnation: (i) Guaranteed Royalty Fee payments made during the period then ending, (ii) detail of AGR calculation for the period then ending, (iii) other payments, reimbursements and credits made during the period then ending, and (iv) a schedule of accounts receivables with detail showing the amounts invoiced to each sponsor, amounts collected and outstanding balances.

7.17.5. Learfield Unconditional Guaranty. Learfield unconditionally guarantees THSP's perfonnance, obligations and requirements under this Agreement.

7.17.6. Licenses/Taxes. Contractor, at no expense to the University shall obtain all pennits and licenses necessary and required for the performance of its activities hereunder. Contractor further agrees to pay all taxes, employee taxes and contributions, fees, and levies applicable to and incurred by Contractor in the performance of its activities hereunder.

7 .17. 7. Information Security Compliance and Certifications. At all times during the term of this Agreement, Contractor shall (1) use reasonable information security practices for transmitting and storing potentially sensitive information; (2) employ reasonable information security practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols; (3) comply with all applicable laws and regulations regarding privacy and data security to maintain database security on any online financial transactions conducted on University's behalf through the use of Contractor's Software or records belonging to University that contain sensitive and confidential information; and (4) in the event Contractor is acting as a Service Provider as defined by the Payment Card Industry Data Security Standard (PCI-DSS), comply with the Payment Card Industry Data Security Standard (PCI-DSS) and provide appropriate PCI attestation documentation.

8. OWNERSHIP; COPYRIGHT; USE OF UNIVERSITY MARKS.

8.1. Copyright. Contractor agrees that the University shall own all rights, title and interest in and to recordings, writings, photographs, audio, video and other tangible property (collectively, "Works") which Contractor creates in connection with the perfonnance of this Agreement. For purposes ofillustration and not by way oflimitation, the following property created under this Agreement is included in the definition of "Works": (i) radio play-by­ play broadcasts, (ii) pre-game and post~game radio broadcasts, (iii) coaches' television broadcasts, (iv) internet, cell phone and other new media productions, and (v) game programs. The University grants Contractor permission to use the Works solely for the purpose of fulfilling its obligations arising out of this Agreement. Contractor and the

-14- University agree that the University by this Agreement has commissioned Contractor to create these Works and that each Work is intended to be a "work made for hire" in accordance with 17 United States Code Sections 101 and 201 (b). For any Works that under the copyright laws of the United States may not be considered works made for hire, Contractor agrees at the request of the University to convey and assign all copyright interests which may subsist in such Works to the University. Contractor shall disclose information to the University and execute such documents as may be reasonably necessary to assist the University and execute such documents as may be reasonably necessary to assist the University in securing and enforcing the University's rights in the Works and related tangible property. The Parties further agree that the University owns all foreign and domestic copyright and moral rights in these Works.

8.2. Use of University Marks.

8.2.1. Identifying Elements/Logos. Contractor shall be permitted to use, and grant to third party sponsors the right to use, the University Marks (as defined below) in order to accomplish the objectives contemplated by this Agreement; provided, however, that Contractor has requested and received University's prior written approval of such use through University's Trademark Manager in a manner consistent with past practice. Once such use has been approved by University, Contractor shall retain the right to such use, without any material change thereto, for the remaining Term of this Agreement or until University revokes its approval of such use in writing. Upon cancellation, termination or expiration of this Agreement, Contractor's use of the University Marks shall cease immediately. With regard to any promotions, sponsorships, or other marketing activities by third party sponsors or promoters which will involve the use of the University's name or registered {or unregistered) trademarks; service marks, logos and symbols (collectively, the "University Marks"), Contractor agrees to submit the promotional or sponsorship proposal to University's Trademark Manager for review. If the proposal involves the use of the Uni versify Marks on a promotional product, then the third party sponsor or promoter shall be required to execute the University's standard Licensing Agreement or other appropriate licensing documents prior to any such use. In addition to any other fees which a third party may agree to pay to Contractor, in such event the third party shall pay a royalty to the University for the use of its indicia on a promotional or retail product, unless the University waives a royalty payment with respect to the proposal. Contractor agrees that approved sponsorships, promotions, or other marketing activities that include a giveaway of University logo-bearing merchandise by Contractor or sponsor are prohibited unless the merchandise is provided by a licensed University provider.

8.2.2. Termination or Expiration. Upon termination or expiration of this Agreement, Contractor shall cease to use the University Marks, shall cause all Network Affiliates to cease using the "Tar Heel Network" mark, and shall cease marketing any goods or services using the name Tar Heel Sports Properties or any similar name that implies or suggests an affiliation or relationship with the University.

·15- 8.2.3. Sponsorships Including Logo Pennitted. The Guaranteed Royalty Fee, the AGR Threshold Amount and the Campus Rights Fee Amount are each based in part upon Contractor's ability to continue to sell specific sponsorships in public places which makes the use of the University Marks ("Sponsorships Including Logo" or "S.I.L.") subject to University approval including, where applicable, the University's Trademark Use Connnittee. Contractor shall have the right to sell S.I.L. throughout the Term of this Agreement subject to University's approval, which shall not be unreasonably withheld or delayed. University will not execute any licensing or similar agreement that has the effect of diminishing Contractor's rights under this Agreement in any manner; provided that University units shall be permitted to continue to conduct their operations consistent with past practices. If, for whatever reason, Contractor is prevented from selling S.f.L. at the same or higher historical levels than in Contract Year 2016-17, a Diminishing Event shall have occurred and the process for a Diminishing Event shall be followed.

9. MISCELLANEOUS TERMS AND CONDITIONS.

9.1. Tickets. During each Contract Year, Contractor is guaranteed the opportunity to purchase at 50% of face value, except as set forth below, the following tickets up to the maximum number of tickets stipulated below. These tickets may be used by Contractor for promotional activities and/or any other purpose relating to this Agreement that is deemed in the best interest of the Parties by the Contractor in consultation with the Athletic Director of his or her representative, Contractor must notify the University Department of Athletics in writing of its ticket needs (within the maximllll1s specified herein). Other than season basketball tickets locations specified below, tickets shall be from the best seats available, which are under the control of the Department of Athletics:

# of Tickets Guaranteed by University for Tickets Contractor to Purchase Season football tickets Up to 400 (and unlimited number if game not sold out). Contractor to commit to final number by June 1 of each Contract Year. Individual game football Up to 300 per game. Contractor to commit to final tickets (Games for which number for each game by July 1 ofeach Contract Year. individual tickets may be purchased will be determined by the University) ACC football championship A minimum of 250 at full purchase price, 125 of which game ( only for game in which will be in the club level. University participates) ACC football championship Up to four (4) club level tickets at full purchase price game (for games in which University does not participate) Football playoff/ Up to 100. Contractor to commit to final number by championship / bowl games three (3) weeks before bowl game.

-16- (only for games in which University participates) Season men's basketball Up to 300. Contractor to commit to final number by tickets September 1 of each Contract Year. 53 shall be in the lower deck as follows: • 12 seats in section 101 ''courtside seats" • 11 seats in section 107, Row F • 4 seats in section l 07, Row E • 4 seats in Section 110, Row AA • 4 seats in section 128, Row BB • 12 additional seats in lower deck in the same locations during the 2016-2017 season 16 shall be no higher than row D, upper deck 12 shall be no higher than row B, upper deck 22 shall be no higher than row G, upper deck

Remainder shall be the best available as detennined by the Athletic Director. In addition to the above ticket amounts, University will make available to Contractor for each game the 14 seats in the auxiliary media booth in Section 111. Individual game men's Up to 100 per game except for NCSU and Duke home basketball tickets games. Up to 150 for NCSU and Duke home games. Contractor to commit to final number for each game by October 1 of each Contract Year. Use of Athletics Director's (AD's) booth for two (2) games selected by AD and IO additional lower level seats for one (1) additional game selected by AD from AD's allocation. ACC Basketball Tournament Up to 70 if arena holds 25,000 or less. Up to 80 if arena tickets (complete sets) holds more than 25,000. In each case, a minimum of 12 seats shall be in lower level. NCAA Basketball 24 seats for l st & 2nd round Tournament tickets (only for 36 seats for regional rounds games in which University 64 seats for Final Four participates) In each case, minimum of25% in lower level Men's Home Basketball Up to 116. Contractor to commit to final number by games in Greensboro and October 1 of each Contract Year Charlotte Women's Basketball season Upto 30 tickets

# of Tickets Guaranteed by University for Tickets Contractor at no char e Additional season football 34 (at no cost) for the purpose of fulfilling obligations tickets at no cost for the to Olympic Sports sponsors. Such tickets shall be in the ose of fulfillin same eneral location as those reviousl assi ned.

-17- commitments to University 01 rn ic S arts s onsors Additional season men is 10 (at no cost) for the purpose of fulfilling obligations basketball tickets at no cost to Olympic Sports sponsors. Such tickets shall be in the for the purpose of fulfilling same general location as those previously assigned. commitments to University 01 m ic S orts s onsors Other Olympic Sports

If available, Contractor may purchase additional tickets to any of the foregoing events at face value.

9.2. Ticket Restrictions. Contractor and its sponsors will have the right to use tickets in their retail promotions and all their projects which are directly related to Contractor's rights under this Agreement. The Parties agree not to allow the use of Athletic Event tickets by third parties for promotional purposes that specifically compete with Contractor's sponsorship sales efforts ("Restriction") without approval of Contractor. It is understood that University maintains the ability to offer marketing incentives to increase attendance (each an "Approved Use"). An Approved Use shall not, however, include the use of tickets in conjunction with a corporate sponsorship or promotion. For example, if a station on the Tar Heel Network ("Station") is provided with fifty (50) tickets to a University football game ("Complimentary Tickets") in exchange for Station promoting the game on behalf of University but Station then sells a corporate sponsorship in connection with the Complimentary Tickets, such use of the Complimentary Tickets by the Station is not an Approved Use but Station's offering of the Complimentary Tickets to the first 50 listeners who call into the Station would be an Approved Use. For the avoidance of doubt, tickets provided for an Approved Use shall be subject to an agreement between University and the Station which shall contain language substantially similar to that set forth in Schedule C of this Agreement in order that the tickets are used only for an Approved Use. If, despite such Restriction, tickets are not used for an Approved Use and University recovers any revenue received by Station from a Non-Approved Use, University will pay over to Contractor any revenue University receives which shall be included in the calculation of AGR.

9.3. Staff Access; Sponsor Parking.

9.3 .1. Staff Parking. Throughout the Term, University will provide Contractor at no cost with sufficient passes or access privileges for its personnel on all game days in conjunction with their responsibilities for game day sponsorships, promotions and broadcasts. Each such person will be issued "Working Passes" by the University Department of Athletics for each game. Contractor shall be responsible for distributing, controlling and accounting for these passes. During the week, subject to availability University will provide Contractor's staff with parking at the Smith Center administrative offices and elsewhere on University's campus as needed.

-18- 9.3.2. Sponsor Parking. Throughout the Term, University will provide Contractor at no cost with game day parking passes for sponsors in an amount and in locations reasonable commensurate with what was provided in Contract Year 2016-17.

9.4. Travel on Team Charter. During each Contract Year of the Term, University shall provide Contractor with five (5) seats (four for Wells Fargo and one (1) for Contractor's General Manager) to one (1) away football games chosen by University which, in addition to the flight, includes the hotel, transfers and meals. Should Wells Fargo cease to be a sponsor or should its travel on the team charter not be included as a sponsorship benefit under its Sponsorship Agreement, Contractor may use those four (4) charter seats (including hotel, transfers and meals) for a different sponsor or divide those four (4) seats between or among multiple sponsors. If University makes use of larger aircraft (e.g., a Boing 767) for its charters, it will use best efforts to make additional seats available for Contractor's sponsors on those charters.

9.5. Office Space. University will provide Contractor, at no cost to Contractor, furnished office space on or reasonably proximate to the campus of University for the member of Contractor's staff in charge of Campus Sponsorships. As of the Effective Date, University will not have office space within the Department of Athletics available for Contractor. If, however, during the Term, office space within the Department of Athletics or adjacent rr thereto becomes available, University will negotiate in good faith with Contractor to provide ,lI' that office space to Contractor. With respect to the office space to be provided for 11 Contractor's staff member in charge of Campus Sponsorships and if office space is made available to Contractor in or adjacent to the Department of Athletics, Contractor shall not Ii be charged rent for such space, but will be responsible for all other out-of-pocket costs ll related to the use of such space (e.g., telephone, internet charges, postage, etc.). Ii r: 9.6. Merchandising and Other Support. The University Department of Athletics will provide I to Contractor the following;

9.6.1. Other Merchandising. Each season, the University Department of Athletics will I provide to Contractor 30 footballs autographed by the football team and 30 basketballs autographed by the men's basketball team and 100 media guides for both football and men's basketball. I~ 1! 9.6.2. Contractor Space. The University Department of Athletics will use its best efforts to fulfill all reasonable requests from Contractor to host events jointly sponsored by University and Contractor in the Smith Center, such as the Memorabilia Room, for example, and Kenan Stadium, such as the booths in the press box area, for example, for entertainment of promotional partners. Such requests shall be granted to the extent space is available. As part of these joint efforts, the University will provide the space and the Contractor will pay for any associated out-of-pocket expenses.

9.6.3. Home Radio Booth. Contractor shall have exclusive use of the area in Kenan Stadiwn designated as the home radio booth, excepting all authorized University use and users. If the home radio booth in Kenan Stadium is relocated as a result of a stadium renovation or otherwise, then the University Department of Athletics shall

-19- provide a new home radio booth in Kenan Stadium or similar size, field location and seating capacity as the home radio booth existing as of the Effective Date.

9.6.4. University Assistance. For away games, the University Department of Athletics will assist Contractor in making the necessary arrangements for access and admission of Contractor's broadcast personnel to the broadcast facilities controlled by the home team.

9.7. Reductions to Guaranteed Royalty Fee. Notwithstanding anything contained in this Agreement to the contrary, the Contractor and University will negotiate in good faith whether a fair and equitable reduction in the Guaranteed Royalty Fee or other remedy for Contractor is appropriate if any one or all of the following events occur, directly causing projected Adjusted Gross Revenue for the applicable Contract Year to be materially adversely impacted:

A. University's football or men's basketball team incurs disciplinary sanctions which prevent the team from appearing in conference championship games or post-season conference tournaments, NCAA or NIT tournaments (basketball) or Conference championships, playoff/championship/bowl games (football); or

B. The football or men's basketball program is eliminated or substantially curtailed; or

C. The football or men's basketbaII programs are no longer a member of the ACC or another "Power Five" conference (or ifthere is no longer "Power Five" conferences, another comparable conference); or

D. If, through no fault of Contractor, it is not able to obtain the radio broadcast rights to post-season Conference, national townaments, bowl games or football playoff games that include University teams; or

E. If, in any Contract Year, the number of regular season home football and men's basketball games falls below six (6) for football and fourteen (14) for basketball; or

F. If University enters into an agreement with any Person during the Tenn which includes naming rights to any public viewing area in, on or around an Athletic Facility the result of which causes Contractor: (i) to lose any of its Multimedia Rights or sponsorship inventory; (ii) to lose an Exclusivity Sponsor who has been granted exclusivity in the same category of products or services as the naming rights partner; or (iii) to become liable to the Exclusivity Sponsor for a breach of its contract with the Exclusivity Sponsor; or

G. The inventory associated with the Multimedia Rights granted to Contractor under this Agreement is materially reduced in comparison to the inventory available in the immediately preceding Contract Year; or

H. A Force Majeure Event prevents a University football or men's and women's basketball being played, and Contractor is contractually required to refund or credit one or more of its sponsors as a result of such Force Majeure Event; or

-20- I. If there is a Conference Action or a Rule Change that materially diminishes or restricts Contractor's ability to obtain sponsorship agreements or to otherwise exercise its licensed rights under this Agreement. In any such event, Contractor agrees that it will provide University with written documentation and statements to describe the impact of the Rule Change or Conference Action on Contractor's ability to exercise the licensed rights. For purposes of this Section, a "Rule Change" means ( a) any change in applicable law, rule, regulation or order of any governing authority having jurisdiction over University (specifically including, without limitation, University's Board of Trustees) or Contractor, (b) any change in applicable constitution, bylaws, regulations or policies of the NCAA or any Athletic Conference in which University is a member, (c) any change in NCAA and Athletic Conference policies and agreements, (d) any change in policy or practices of University or its Department of Athletics related to the licensed rights, including, without limitation, any restrictions or limitations on the nature of permissible categories for which Contractor may sell sponsorships, or (e) any other change in restrictions or impainnents upon Contractor's exercise of its sponsorship or related rights with respect to the licensed rights caused by actions of University, its employees, or agents, the ACC or the NCAA. For purposes of this Section, a "Conference Action" means the ACC, or any other Athletic Conference in which University is a member, by agreement(s) with or on behalfofits member institutions including University and one more Persons that eliminates or diminishes any material rights which Contractor otherwise holds under this Agreement; or

J. If University allows any network televising a University game to use virtual signage to prevent Contractor's sponsor's signage (permanent or temporary) from being viewed by the television audience; or

K. If, during the Term of this Agreement, University and/or a University intercollegiate athletic program is the subject of Material Adverse Publicity, which Material Adverse Publicity materially diminishes or restricts Contractor's ability to retain or obtain sponsorship agreements or to otherwise exercise the licensed rights. For purposes of this section, "Material Adverse Publicity" means a scandal in the fonn of reputable television, print media, internet news reports or other credible public news reporting that arises from criminal wrongdoing, fraud, or other intentional conduct by a coach, a Department of Athletics employee or representative, or a University official or employee; and that directly causes sponsors to discontinue sponsorships as a result of not wanting to be associated with the University; and that Contractor can document that such sponsors were prompted to discontinue sponsorships as a result of the scandal; provided, however, that such Material Adverse Publicity must not have been directly caused by any act or omission of Contractor or its employees or subcontractors that was not done at the request of University; or

L. If, during the Term, the University football team or men's basketball team refuses and fails to play a scheduled regular season game or a post-season game for which it is eligible; or

-21- M. 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, flood, fire, earthquake, tornado, hunicane or extremely severe weather condition, drought or loss of power (whether or not resulting from University negligence) prevent a home football game or home men's basketball game from being played (excluding situations where a home football or men's basketball game is relocated to a venue with substantially similar sponsorship assets that are made available to Contractor).

For purposes of this Agreement, "Diminishing Event" means the above-listed event, action, change in circumstances or occurrence described in A-M above or otherwise identified as a Diminishing Event in this Agreement. The process for determining if a Diminishing Event has occurred and the remedies, if any, for the potential Diminishing Event is as follows:

Contractor shall submit to University a substantiation of the value attributable to the rights which are not available or the rights which are negatively affected by the purported Diminishing Event along with reasonable substantiation for its calculation.

Within thirty (30) days of Contractor's submission, the Parties will confer to discuss Contractor's calculation, detennine whether a Diminishing Event occurred, decide whether a remedy for Contractor's purported loss or impairment of the rights is appropriate, and, if the Parties decide a remedy is indicated, determine an appropriate remedy. Contractor's remedy could include any of the following or a combination thereof: (i) a reduction in the Guaranteed Royalty Fee; (ii) a reduction in the Campus Rights Fee; (iii) a reduction in the AGR Campus Share Amount; (iv) an extension of the Tenn; (v) granting Contractor Additional Multimedia Rights; (vi) providing Contractor with additional tickets; (vii) providing Contractor with Additional Fulfillment Benefits; (vi) adjusting the AGR Threshold Amount; (viii) granting Contractor New Multimedia Rights; or (ix) any other remedy that the Parties may agree upon.

The Parties will continue to meet and negotiate in good faith until the Parties reach agreement as to whether a Diminishing Event has occurred, and if so, a remedy, if any, for such Diminishing Event is agreed upon. The effective date of the action taken from the preceding list (or any other remedy agreed upon) will be for the Contract Year in which the Diminishing Event occurs or as the Parties otherwise agree. The Parties agree that the remedy agreed upon, if any, may remain in effect beyond the Contract Year in which the Diminishing Event occurs due to the fact that some Diminishing Events can have an effect that lasts beyond the Contract Year in which it occurs.

·22· 10. AUDITING OF ACCOUNTS.

10. I. Books and Records. During the Term of this Agreement (including any renewal terms) and for seven (7) years after the date of expiration ofany terms hereof, Contractor shall maintain separate, accurate and complete business and accounting records reflecting all revenues, income and expenses associated with Contractor's activities and operations undertaken pursuant to this Agreement. The University, its representatives, employees and agents shall have the right at its expense and at reasonable times to inspect and examine all or portions of such business and accounting records. Contractor, upon request, shall furnish to the University Department of Athletics on an annual basis within forty-five (45) days of the end of each Contract Year a statement showing its revenues from and deductible expenses attributable to the rights granted to Contractor hereunder. The University acknowledges and agrees that such infonnation is proprietary to Contractor and, if disclosed, could harm Contractor in its business relations with its competitors. University, therefore, agrees that it will not disclose such infonnation to third parties except as may be required to satisfy University's legal obligations. Contractor may exercise any legal rights it may have to intercede, timely object, and to pursue injunctive relief to keep the information confidential.

10.2. Contractor Assistance, Contractor agrees to cooperate and reasonably assist the University in the defense of any audit, levy, assessment or challenge relating to or in connection with any royalties received (including the Guaranteed Royalty Fee and the Campus Rights Fee) by the University pursuant to this Agreement. This assistance includes, but is not limited to, the production of documents and making Contractor's personnel available for interviews, depositions and hearings. If such cooperation and assistance requires a time expenditure by Contractor in excess of five (5) business days, then the University will reimburse Contractor for its reasonable out-of-pocket expenses incurred in connection with rendering such cooperation and assistance.

10.3. State Auditor Access. The State Auditor shall have access to persons and records as a result of all contracts or grants entered into by the University in accordance with General Statute 147-64.7.

11. STATUS OF PARTIES.

11.1. No Agency. Nothing in this Agreement shall be deemed:

11.1. L To constitute either Party, or any employee, agent or representative of either Party, an employee agent or representative of the other Party; or

11. 1.2. To confer any ex.press or implied right, power or authority to enter into any agreement or commitment, express or implied, or to incur any obligation or liability on behalf of the other Party. The Parties agree that Contractor is a professional organization and that the relation created by this Agreement is an independent contractor relationship. Contractor will be solely responsible for its acts and for the acts of its agents, employees and subcontractors, if any, during the performance of this Agreement.

11.2. Independent Contractor. The Parties acknowledge that because Contractor is an independent contractor, Contractor has the sole responsibility and control of its activities and operations in the

-23- exercise of the rights granted to it by this Agreement. Any rights reserved herein to the University to approve any promotional activity, to approve the type of product or services which will be associated with the name of the University, to approve of talent appearing in or on any radio or television broadcast or in any promotional activity, or to approve of any other aspect of Contractor's activities or operations are solely for the purpose of protecting the name, goodwill and reputation of the University and are not intended as a right on the part of the University to direct or control the manner in which Contractor conducts its activities and operations in exercising the rights granted to it by the University.

12. CONTRACTOR EFFORTS/PRODUCTION COSTS.

12.1. Contractor will use commercially reasonable efforts consistent with past practice to maximize AGR by the active exercise of all commercially viable rights granted Contractor under this Agreement.

12.2. Costs and expenses associated with material, equipment, labor and facilities that are required:

12.2.1. For use solely by the Contractor to produce the Contractor's media productions under this Agreement, shall be the responsibility of the Contractor;

12.2.2. For shared use by the Contractor and the University to perfonn their respective media production obligations under this Agreement, shall be shared such that the Contractor will be responsible for the Contractor Percentage of such costs and the University will be responsible for the University Percentage of such costs; provided that the Contractor's obligation under this subsection (b)(ii) shall be limited to an annual cap equal to $16,310 in the first Contract Year of the Agreement and in each Contract Year thereafter, 3% greater than the cap for the immediately preceding Contract Year; and

12.2.3. For use solely by the University to perform its media production obligations under this Agreement, shall be the responsibility of the University. The University will pay for the production costs relating to video boards, LED boards and scoreboards, and shall pay for any maintenance and repair costs necessary to keep such equipment in working condition.

12.3. Except as otherwise provided herein, Contractor, at its expense, shall be responsible for securing all rights, clearances, releases and licenses as may be required with respect to the rights of all persons appearing in any promotions produced or authorized by Contractor and with respect to the use of copyrighted materials and music used in connection therewith. The University Department of Athletics reserves the right to approve on-air talent, in addition to University head coaches, who may appear in any such promotions, which approval will not be unreasonably withheld.

12.4. Contractor and the University Contract Manager shall meet on an annual basis to mutually agree on equipment needs and other needs relating to media production material, labor and

-24- facilities, and to mutually agree on the Parties' respective obligations to pay for such expenses pursuant to the tenns of Sections 12.1 through 12.3.

13. INDEMNITY /INSURANCE.

13.l. Indemnity.

13.1.1. Contractor shall be responsible for and shall indemnify and hold hannless the University and its officers, agents and employees from and against any and all loss, claims, damages, liabilities, judgments, penalties, fines and costs related thereto, including attorney's fees, of any nature arising out of or resulting directly or indirectly from the perfonnance of the Agreement by the Contractor, or by the Contractor's employees, suppliers and agents, including, without limiting the generality of the foregoing, all loss, claims, damages, liabilities and costs of suit, including attorney's fees, for personal or bodily injury or death, damages to property or liens of workmen and materialmen, proximately caused by the performance of this Agreement by Contractor and not caused by the negligence or willful act or omission of the University.

13. l .2. Subject to the limitations under North Carolina law, including the North Carolina Tort Claims act (NCGS § 143-291, et. seq.), the University shall be responsible for and shall indemnify and hold harmless the Contractor and its officers, members, agents and employees form and against any and all loss, claims, damages, liabilities, judgments, penalties, fines and costs related thereto, including attorney's fees if the State of North Carolina declines to provide Contractor with counsel, of any nature arising out of or resulting directly or indirectly from the perfonnance of the Agreement by the University, or by the University's employees and agents, including, without limiting the generality of the foregoing, all loss, claims, damages, liabilities and costs of suit, including attorney's fees if the State of North Carolina declines to provide Contractor with counsel, for personal or bodily injury or death, damages to property, or liens of workmen and materialmen, proximately caused by the performance of this Agreement by the University and not caused by the negligence or willful act or omission of the Contractor.

13. 1.3. Contractor warrants that any exercise of any rights granted to it herein shall contain no libelous, obscene, or other unlawful matter. Each Party warrants to the other that any content produced by or on behalf of such Party will not infringe upon the statutory or common law copyright or any other right ofany person or property. The warranties and agreements in this Section shall survive the termination for any reason of this Agreement. Each Party agrees to indemnify and hold hannless the other Party for any claim against or damage suffered by the non-breaching Party as a consequence of the breaching Party's violation of this Section; provided that University's indemnification obligation is subject to the limitations under North Carolina law, including the North Carolina Tort Claims act (NCGS § 143-291, et. seq.).

-25- 13.2. Insurance. Contractor shall obtain and maintain throughout the Term of the Agreement at least the following policies of insurance from an insurance company and licensed insurance agent duly authorized to do business in the State ofNorth Carolina. The minimum coverage limitations indicated below shall not be interpreted as limiting Contractor's liability and obligations under this Agreement.

13 .2.1. Commercial General Liability Insurance - Broad Form, written on an occurrence basis, with defense costs provided in excess of the limit of liability, that will protect and defend the Contractor and any subcontractors, their employees or agents performing work covered by this Agreement accordingly. The limits of coverages shall, at a minimum, be $2,000,000 General Aggregate (other than Products - Completed Operations), $2,000,000 Products and Completed Operations Aggregate, $2,000,000 personal and advertising injury per occurrence, $2,000,000 Bodily Injury and Property Damage per person, per occurrence, $50,000 any one fire and $5,000 medical expense any one person.

13.2.2. Automobile insurance providing bodily mJury, property damage, uninsured motorists, and under-insured motorists liability coverages and medical payments coverage when an automobile or other motor vehicle is used for any purpose directly related to the Agreement - including transportation of employees, supplies or materials when provided at the expense or specific instruction of the Contractor, any subcontractor or the employees or agents of either. Coverages shall extend to any auto, owned or non-owned, including hired vehicles, operated directly in conjunction with the tenns of this Agreement. The limits of liability insurance shall, at a minimum, be $1,000,000 combined single limit bodily injury and property damage per occurrence with comparable afforded Uninsured Motorists and Underinsured Motorists coverages and a minimum of $5,000 per person Medical Payments coverage.

13.2.3. Statutory Workers' Compensation in accordance with the limits and terms required by the laws of North Carolina, and a minimum of $500,000 Employer's Liability Insurance covering all of the Contractor's and any subcontractors' employees while engaged in any work under this Agreement, as may be required by the State of North Carolina.

13.2.4. Broadcaster's Libel Insurance; Multimedia Coverage• $2,000,000 each occurrence, $5,000,000 annual aggregate.

13.2.5. Contractor agrees to maintain these insurance coverages in force during the entire tenn of this Agreement, including all renewal terms. The company or companies providing the foregoing insurance coverages must have at least an A.M. Best Rating of A-VII or rating equivalent and must be registered or qualified to do business in the State of North Carolina and must be registered with the State of North Carolina Department of Insurance.

13.2.6. Contractor shall provide copies of insurance binders (or certificates in lieu thereof) with respect to each of the insurance policies to be maintained in compliance with

-26- the provisions ofthis Section 13 prior to the Effective Date of the Agreement. Upon written request, Contractor shall provide University with notices of amendments, modifications or cancellations of any policy maintained under this Section 13.

13.2.7. Neither the failure of the Contractor to continually maintain the required minimum insurance coverages nor applicable policy deductibles shall relieve Contractor of the responsibility or acts of the Contractor, any subcontractors, or the employees or agents of either. University shall not be deemed or construed to have assessed the risk that may be applicable to Contractor. Contractor shall assess its own risks and, if it deems appropriate, maintain higher limits or broader coverages. University shall be listed as an additional insured.

14. GENERAL TERMS AND CONDITIONS.

14.1. Defaults.

14.1.1. Default or Material Breach. The occurrence of any of the following actions or events shall constitute an event of default ("Event of Default") under this Agreement:

14.1.1.1. Payment Default. Failure of Contractor to timely pay any fee or other amount payable under this Agreement when due and continuation of such failure for a period of fourteen (14) days after written notice of such failure is received by Contractor; or

14.1.1.2. Breach. Failure or refusal by Contractor or the University to observe or perform any material covenant, condition or agreement on its part to be observed or performed under this Agreement for a period of fourteen (14) days after receipt by the defaulting party of written notice from the other party specifying with particularity such failure and requesting that it be remedied; provided that there shall be no default or event of default if within fourteen ( 14) days after the date or receipt by the defaulting party of such written notice of default such party institutes steps to effectuate compliance with this Agreement and proceeds diligently and continuously to effect compliance until the same is completed, the same to be completed within a period of not more than sixty (60) days; or

14.1.1.3. Bankruptcy. Commencement of a bankruptcy filing by THSP or Learfield or commencement of any related action seeking to have THSP or Learfield adjudicated bankrupt or insolvent, or seeking reorganization, winding-up, liquidation, dissolution or other relief with respect to the debts of 11:ISP or Learfield.

14.2. Termination. Upon the occurrence of any Event of Default, or at any time thereafter during the continuation of such Event of Default, the University, or the non-defaulting party in the case of an Event of Default under Section 14.1.1.2 above, shall have the right to terminate this Agreement without penalty and without any right on the part of the defaulting party to waive the Event of Default by payment of any sum due or by other performance of any

-27- condition, term, obligation or covenant broken, except as permitted herein. Such right of termination shall be exercised by providing written notice to the other party stating the effective date of termination.

14.3. Non-Exclusive Remedy. No right or remedy herein conferred upon or reserved to either party hereto is intended to be exclusive of any other right or remedy herein or by law provided, but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity by statute.

14.4. Injunctions. In addition to any other remedies permitted by law, should either party violate the terms set forth herein, the non•violating party shall be entitled to seek injunctive relief against the other to restrain any further violation of these provisions. The non-prevailing party shall pay, to the extent awarded by a court of competent jurisdiction and permitted by North Carolina law, all costs and expenses associated therewith, including reasonable attorney's fees.

14.5. No Breach. The Parties hereto agree that the termination of employment or the resignation of any University coach for any reason, including without limitation, death, disability, retirement or termination for cause or without cause, shall not be deemed a breach or an Event of Default of this Agreement.

14.6. No Liability. Neither Party shall have any liability hereunder for any indirect, consequential or special damages.

14.7. Force Majeure. In the event that either Party cannot perform its obligations hereunder due to public emergency or necessity, labor dispute or strike, boycott, fire, power failures, loss of water service, act of war, civil insurrection, acts of public officials, hurricane or other catastrophic natural event or act of God, or because of any preemption of broadcasting to permit the broadcast of programming of overriding public importance, or because of any other cause beyond its reasonable control, such event shall not be deemed to be a breach of this Agreement.

14.8. Assignment This Agreement shall be binding upon and inure to the benefit ofthe respective successors and assigns of the Parties hereto; provided, that the Contractor shall not assign, delete or subcontract any duties under this Agreement, nor sell, convey, assign or otherwise transfer this Agreement or any interest therein to a third party without the express prior written consent of the University, such consent not to be unreasonably withheld. Contractor's limited use ofa third party vendor(s) to assist or enable Contractor to carry out its obligations W1der this Agreement or to enable Contractor to exercise its rights under this Agreement shall not constitute an assignment in whole or in part of this Agreement, and Contractor shall remain obligated and responsible for the perfonnance of any such third party vendor(s).

14.9. Waiver. The failure at any time of either Contractor or University to demand strict perfonnance by the other party of any of the tenns, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof, and either party

-28- may, at any time, demand strict and complete perfonnance by the other of such tenns, covenants and conditions.

14.10. Equal Opportunity. Contractor agrees to abide by all applicable provisions relative to Equal Employment Opportunity for all persons without regard to race, color, religion, creed, sec, sexual orientation, national origin, age, veteran status or disability. ·

14.11. University Information; Contractor Information. Contractor agrees that any infonnation it receives during the course of its perfonnance, which concerns the personal, fmancial or other affairs of the University, its trustees, officers, employees or students will be kept confidential and in conformance with all state and federal laws relating to privacy.

14.11.1. Confidentiality. Except as otherwise provided herein, any non-public information, data, documents, studies and reports given to or prepared or assembled by the Contractor under this Agreement shall be kept as confidential and not divulged or made available to any individual or organization (other than Contractor's officers, directors, employees, members, representatives and advisors) without the prior written approval of the University.

14.11.2. Protection of Contractor's Trade Secrets under NC Public Records Act. Subject to North Carolina law, including the North Carolina Public Records Act (NCGS § 132-1, et. seq.), University agrees that any i.nformation it receives from Contractor under this Agreement which concerns the personal, financial or other affairs of Contractor, its members, stockholders, officers, directors, employees and sponsors including, but not limited to, sales sumrnaries, revenue sharing reports, settle-up documents and any other documents relating to the reporting of financial and sales infonnation by Contractor to University which the University is permitted to hold in confidence under North Carolina law and in particular under NCGS § 132-2, dealing with "trade secrets" will be kept confidential and in conformance with all state and federal laws relating to privacy.

14.11.3. Protection of University's Sensitive and Confidential Information. Contractor shall safeguard and protect Sensitive and Confidential Information of the University in accordance with all applicable laws and regulations and consistent with ISO/IEC 27000 series information security best practices. "Sensitive and Confidential Information" means any, but not Hmited to, the following: "Personal Information° under the North Carolina Identity Theft Protection Act of 2005, confidential "personnel information" under the North Carolina Human Resources Act, "Protected Health Information" under the Health Insurance Portability and Accountability Act (HIPAA), student "education records" under Family Educational Rights and Privacy Act (FERPA), "customer record information" under Gramm Leach Bliley Act (GLBA), "cardholder data" as defined by the Payment Card Industry Data Security Standard {PCI-DSS), and any information protected from disclosure under the North Carolina Public Records Act. Sensitive and Confidential Information must be restricted by Contractor to those with a legitimate business need for access to such

-29- information. For purposes of illustration, Sensitive and Confidential Information may appear in research data, public safety infonnation, financial donor information, information concerning select agents, system access passwords, information security records, and information file encryption keys. If Contractor becomes aware of a confirmed or suspected exposure of Sensitive and/or Confidential University Infonnation, Contractor shall notify the University Help Desk (919-962-HELP) and ask that a "critical Remedy ticket" be created with the University's Information Security Office. Contractor shall provide a telephone number at which the reporting party can be reached for more detail. The Help Desk takes calls 24x7x365. Contractor shall not provide any information regarding the risk to Sensitive Information or Confidential Information until contacted via telephone by a University incident handler. Upon being contacted by the incident handler, Contractor agrees to provide University with access to any information that is pertinent to the investigation of the possible compromise of University's sensitive information or mission critical system, including, but not limited to: log data, metadata and forensic images.

14.11.4. Grant of Limited Right to Use University Data. Subject to the tenns and conditions of this Agreement, University grants to Contractor a non-exclusive, non-transferable, limited right to use University data received or accessed by Contractor in the course of performing services under this Agreement. All right, title and interest in the data shall remain with the University or end users, as applicable. Contractor may not access and/or duplicate the data for any reasons other than in connection with the perfonnance of its obligations and the exercise of its rights under this Agreement without the prior written consent of University.

14.11.5. Limitations on Use of University Data. Contractor shall not collect, mine, save, disclose, or otherwise use any end user personal information or University data for any purpose other than to provision and support the services expressly contemplated under this Agreement.

14.11.6. FERPA Acknowledgement. If Contractor has access to student education records, Contractor acknowledges and agrees that (i) the University has outsourced to Contractor the performance of institutional services or functions for which the University would otherwise use its own employees, (ii) Contractor is considered to be a "school official" with "legitimate educational interests" in "personaUy identifiable information" from "education records" of University students, as those tenns have been defined under FERP A (34 CFR 99), (iii) Contractor is under the direct control of the University with respect to Contractor's use and maintenance of data in the education records, and (iv) Contractor will abide by the limitations and requirements imposed by 34 CFR 99.33(a) on school officials. Contractor will use such data only for the purpose of fulfilling its duties under this Agreement, and will not monitor or share such data with or disclose it to any third party except as required by law, or authorized in writing by the University.

-30- 14.11.7. Response to Third-party Requests for University Data. If Contractor is served with a subpoena related to University data, then, unless prohibited by law, Contractor will provide prior notice of such subpoena to the University to allow the University an opportunity to seek injunctive relief before disclosure of the infonnation.

14.11.8. Response to Third-party Requests for this Agreement. Contractor acknowledges that this Agreement is a "public record" as that tenn is defined in the North Carolina Public Records Act (NCGS § 132-1, et. seq.). Should any third party make a request to University under any federal or state open records or freedom of infonnation Law (FOIA) or any other similar law, for a copy of this Agreement, University shall provide Contractor with notice so that Contractor may take measures permissible by law or court order to protect its financial records and the financial provisions of this Agreement. Upon the full execution ofthis Agreement, Contractor may submit to University a copy of the Agreement that has been redacted to remove Contractor's confidential/trade secret information as permitted by law, and the Parties will work in good faith to agree upon a redacted version of the Agreement that would be provided in response to a public request for a copy of the Agreement.

14.12. University's Representations and Warranties. University represents and warrants to Contractor that (a) University has the right to license the rights to Contractor as set forth herein ( collectively, the "Licensed Rights"); (b) University will not, other than as pennitted by this Agreement, directly or indirectly, license in whole or in part the Contractor's

exclusive Licensed Rights to a Person or make use of the Contractor's exclusive Licensed ,; Rights for itself; (c) except for any existing agreements with the Conference or the NCAA " which are in effect on the Effective Date and other agreements that are set forth on Schedule II _ to this Agreement, University has not entered into any agreements with any Person 1I i'I which grants any of the Contractor's exclusive Licensed Rights to any Person; and (d) University is authorized to timely carry out and/or fulfill any obligation of University to ! Contractor under this Agreement. Tilroughout the Tenn, except as otherwise provided in I

this Agreement, University shall not directly or indirectly grant any Person any of the lt1: Licensed Rights granted exclusively to Contractor under this Agreement. Subject to i',1 University's legal obligations and obligations to the Conference and the NCAA, University will use its best efforts to assist Contractor in protecting the rights licensed to Contractor in this Agreement.

14.13. Contractor's Representations and Warranties. Contractor represents and warrants to University that (a) Contractor has the right to license the Licensed Rights from University as set forth herein; (b) Contractor is authorized to timely carry out and/or fulfill any obligation of Contractor to University under this Agreement; (c) the performance of this Agreement by Contractor does not require the consent of any third party and does not violate, conflict with, result in a breach of, or constitute a default under any applicable law, judgment, order, injunction, decree, rule or regulation of any government agency or body; and that the services to be performed under this Agreement will be of the highest professional standard and quality.

-3]. 14.14. Learfield Unconditional Guarantee. Learfield unconditionally guarantees THSP's performance, obligations, and requirements under this Agreement; provided, however, Learfield shall have the right to assert any defenses or claims that may be available to THSP.

14.15. Disclaimer of Other Representations and Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE.

14.16. Notices. All notices and statements provided for herein shall be in writing and shall be deemed given if sent by registered or certified mail, postage pre-paid, or by an overnight delivery service that provides for verification of delivery, addressed to the Parties at their addresses set forth below or at such other addresses as either Party may from time to time designate to the other.

If to the University:

Director of Athletics The University of North Carolina at Chapel Hill CB#8500, Ernie Williamson Athletic Center 450 Skipper Bowles Drive Chapel Hill, NC 27599-8500

Vice Chancellor for Finance and Administration The University of North Carolina at Chapel Hill CB#l 000, 300 South Building 200 East Cameron Avenue Chapel Hill, NC 27599-1000

With Copies to:

Senior Associate Athletic Director for Marketing & Promotions The University of North Carolina at Chapel Hill CB#8500, Ernie Wiiliamson Athletic Center 450 Skipper Bowles Drive Chape1 Hill, NC 27599-8500

Vice Chancellor and General Counsel The University of North Carolina at Chapel Hill CB#9105, 110 Bynum Hall 222 East Cameron Avenue Chapel Hill, NC 27599-9105

-32- With Copy to (for Trademark approvals)

Director of Trademarks and Licensing The University of North Carolina at Chapel Hill CB#1500, 15 Lenoir Hall Chapel Hill, NC 27599-1500

If to Contractor:

General Manager Tar Heel Sports Marketing, LLC 6350 Quadrangle Drive Chapel Hill, ND 27517

Greg Brown, President Learfield Communications, LLC 2400 Dallas Parkway, Suite 500 Plano, TX 75093

With Copy to:

John Raleigh, Chief Legal Officer Learfield Communications, LLC 2400 Dallas Parkway, Suite 500 Plano, TX 75093

14.17. 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. Signatures transmitted and received via facsimile or other electronic transmission (including as an attachment to an e-mail) of a scanned document (e.g., PDF or similar format) are true and valid signatures for all purposes and shall bind the Parties to the same extent as an original signature.

14.18. Non-Solicitation by University. University agrees that during the Tenn of this Agreement, including any extension of the Term, and for a period of 12 months after its tennination, irrespective of the reason for its termination, University shall not directly or indirectly, hire or solicit any employee of Contractor (including any employee of its affiliated companies) or encourage any such person to terminate its relationship with TBSP or Learfield unless Learfield licenses University permission to do so. University acknowledges that its breach of this section shall entitle Contractor to seek injunctive relief.

14.19. Headings. The headings of the sections of this Agreement are used for convenience only and do not form a substantive part of the Agreement.

14.20. Injunctions. In addition to any other remedies permitted by law, should either Party violate the terms set forth herein, the violating party shall be entitled to seek injunctive relief against the other to restrain any further violation of these provisions. Should either Party be

-33- successful in this endeavor, the other Party shall, if awarded by a court of competent jurisdiction, pay all costs and expenses associated therewith, including reasonable attorney's fees.

14.21. Entire Agreement. This Agreement supersedes all prior written and verbal agreements between the Parties including, without limitation, the July 1, 2008 Multimedia Rights Agreement and the Addendum thereto ("2008 MMRA") between the University and Contractor. This Agreement, including, Schedule A, Schedule Band Schedule C and the various Exhibits hereto, constitutes the entire understanding between Contractor and University and cannot be altered or modified except by an agreement in writing signed by duly authorized representatives of both the University and Contractor.

14.22. Effective Date. In the event this Agreement is signed by one or more of the signatories after the Effective Date, this Agreement shall be retroactively effective as of the Effective Date.

14.23. Conflicts in Interpretation. In resolving any inconsistencies concerning the scope of the rights granted to Contractor, Schedule B shall govern.

14.24. Best Efforts. The term "best efforts" as used herein shall mean the efforts that a prudent person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible; provided, however, that an obligation to use "best efforts" under this Agreement does not require the person subject to that obligation to take actions that would result in a materially adverse change in the benefits to such person of this Agreement and the contemplated transactions.

14.25. Governing Law. The validity, interpretation and performance of this Agreement shall be controlled by and construed under the laws of the State of North Carolina. All claims and actions brought under or arising from this Agreement shall be brought exclusively in the state or federal courts located in the State of North Carolina.

14.26. Survivability. The tenns, provisions, representations and warranties contained in this Agl'eement that by their sense and context are intended to survive the performance thereof by any of the Parties hereunder shall so survive the completion of perfonnance and termination of this Agreement, including the making of any and all payments hereunder.

14.27. Miscellaneous. Whenever consent or approval is required under this Agreement, unless otherwise provided herein, the consent or approval shall not be unreasonably withheld, delayed or conditioned.

14.28. Change of Control.

14.28.1. The University shall not have the right to terminate this Agreement in response to a Change of Control (as defined below) of THSP or Learfield unless the Change of Control results in a third party owning a majority of the voting equity of THSP or Learfield whose primary business is gambling, the promotion of political or religious organizations, the sale of tobacco products, alcohol,

.34_ sexually explicit products or services, or weapons. In addition, following a Change of Control of THSP or Learfield, Learfield will ensure that the resources Learfield makes available to THSP in order to perfonn its services under this Agreement (e.g., back-office support, national sales support, etc.) will be materially similar to or better than the resources it dedicated to such services prior to the Change of Control. If, after the Acclimation Period (as defined below) University believes Learfield is not complying with the foregoing obligation, it will provide prompt written notice to Learfield detailing the manner in which Learfield can reasonably cure such non-compliance. If University provides such notice of non-compliance and Learfield fails to cure such non­ compliance within ninety (90) days of receiving the University's notice, then University shall have the right to terminate this Agreement at any time following the conclusion of the Acclimation Period but before the second anniversary of the Change of Control by providing Learfield with at least six (6) months' prior written notice.

14.28.2. For purposes of the Agreement, the "Acclimation Period" shall commence as of the date of the Change of Control and end one hundred and eighty (180) days thereafter. "Change of Control" shall mean, with respect to any entity, the occurrence of any of the following events absent the prior written consent of the University, which consent shall not be unreasonably withheld: (i) the sale of all or substantially all of the assets of such entity to a person, corporation or other entity, other than Learfield or one of its subsidiaries or affiliates, or (ii) purchase or other acquisition by any person, corporation or other entity, other than Learfield or one of its subsidiaries or affiliates, of shares or equity for cash, securities or any other consideration provided that, after consummation of such purchase, such person, group, corporation or other entity is the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "1934 Act")), directly or indirectly, of 75% or more of the outstanding voting equity of the entity, or (iii) the entity combines with another company (other than Learfield or one of its subsidiaries or affiliates) and is the surviving corporation but, immediately after the combination, the equity holders of the entity immediately prior to the combination do not hold, directly or indirectly, more than 25% of the voting equity of the combined entity.

THE REMAINDER OF THIS PAGE rs INTENTIONALL y BLANK.

SIGNATURE PAGE FOLLOWS.

-35- IN WITNESS WHEREOF, the University and Contractor by their duly authorized representative have executed this Agreement on the dates indicated below their respective signatures.

LEARFIELD COMMUNICATIONS, LLC, A Delaware Limite Liability Company

GREG R President and Chief Executive Officer

Date:

TAR HEEL SPORTS MARKETING, LLC, d/b/a Tar Heel Sports Properties, a Missouri Limited Liability Company

By: LEARFIELD C MMUNICATIONS, LLC, A Delaware L" ited iability Company, its Sole Member

By:

Date:

By:

Date:

By:

Director of Athletics Date: J:3/'.'Jcj7

-36- SCHEDULE A DEFINED TERMS

DEFINITIONS. All capitalized terms used in this Agreement and not otherwise defined will have the meaning set forth below:

ACC means the Atlantic Coast Conference.

Addendum means a written amendment to this Agreement executed by the Parties.

Additional Benefit Cost means the cost to Contractor of providing Additional Fulfillment Benefits to Excluded Sponsors.

Additional Fulfillment Benefits means Fulfillment Benefits in addition to those that are referenced in agreements which exist as of the Effective Date to be provided to Excluded Sponsors as of or after the Effective Date.

Additional Multimedia Rights means collegiate athletic marketing, sponsorship and promotional rights that exist as of the Effective Date but are not initially provided to Contractor under this Agreement or come into existence during the Term of this Agreement; provided, however, rights that Conference members do not typically (as of the date measured) make available to multi~media rights providers like Learfield will not be deemed Additional Multimedia Rights. For the avoidance of doubt, facility naming rights (i.e., naming the entire facility after an individual or company) shall not be deemed Additional Multimedia Rights hereunder unless otherwise agreed by the Par1ies. When Additional Multimedia Rights are granted to Contractor during the Term of this Agreement, the provisions of Section 4.2 of this Agreement will be followed by the Parties. Additional Multimedia Rights do not include any marketing, sponsorship and promotional rights that may exist as part of a Retained Agreement; provided, however, upon expiration of a Retained Agreement that is not renewed, the rights described therein shall revert to Contractor.

Agreement means this Amended and Restated Multimedia Rights Agreement between Contractor and University, as the same may be amended or modified from time to time.

AGR or Adjusted Gross Revenue means the sum of:

(i) all revenues received or collected by Contractor from performing its obligations with respect to the Inventory other than Campus Sponsorships;

plus (ii) the Wholesale Value of all in-kind/trade goods and services derived from Inventory received by the Contractor in excess of $100,000 (in Wholesale Value) in any contract year;

minus (iii) the Wholesale Value of all in-kind/trade goods and services, including cell phone goods and services, derived from Inventory received by the University in excess of $100,000 (in Wholesale Value) in any contract year;

-37- minus (iv) the dollar amount of agency commissions paid to or retained by advertising agencies;

minus (v) the dollar amount paid to other universities for sponsorship inventory fees so long as Contractor received advance consent from the University to make such purchase;

minus (vi) the dollar amount of any Contractor purchase of promotional space or promotional time in publications or other marketing outlets that are not controlled by the Contractor (e.g., purchases of promotional space in the General Alumni Association Alumni Review or in the Daily Tar Heel student newspaper), so long as Contractor received advance consent from the University to make such purchase; and

minus (vii) to the extent Contractor has included in subsection (i) above amounts received or collected which are subsequently refunded or paid over to the University, the dollar amount of any refunds made by Contractor to sponsors and any amounts collected by Contractor on behalf of University that have been paid over to University.

No other expenses, charges, fees, or any other diminutions are deductible from Adjusted Gross Revenue.

AGR Campus Share Amount means the sum of:

(i) the gross collected revenue from Campus Sponsorships;

plus (ii) the Wholesale Value of all in-kind/trade goods and services derived from Campus Sponsorships received by the Contractor in excess of $100,000 (in Wholesale Value) in any contract year;

minus (iii) the Wholesale Value of all in-kind/trade goods and services, including cell phone goods and services, derived from Campus Sponsorships received by the University in excess of$100,000 (in Wholesale Value) in any contract year;

minus (iv) the dollar amount of agency commissions paid to or retained by advertising agencies related to Campus Sponsorships;

minus (vii) to the extent Contractor has included in subsection (i) above amounts received or collected which are subsequently refunded or paid over to the University, the dollar amount of any refunds made by Contractor to sponsors and any amounts collected by Contractor on behalf of University that have been paid over to University.

No other expenses, charges, fees, or any other diminutions are deductible from AGR Campus Share Amount.

AGR Threshold Amount means 55% of AGR (not AGR Campus Share Amount).

Alternative Program Technology means technology for the delivery of game programs that may come into existence during the Term of this Agreement.

-38- Athletic Assumptions means that the Inventory will not be less than the Base Sponsorship Inventory.

Athletic Events means all University intercollegiate athletic games, events, matches and activities.

Athletics Facilities means all of the athletic facilities owned or controlled by the University or made available to the Department of Athletics for its use by reason of any lease or other written agreement as of the Effective Date as well as any new or newly acquired facilities in which Athletic Events occur after the Effective Date.

Base Sponsorship Inventory means the sponsorship and promotional inventory in connection with Athletic Events which was available to Contractor for sponsorship and promotional sales during the 2016 - 2017 Contract Year.

Campus Rights Fee means the payment calculated pursuant to Section 6.3 for an applicable Contract Year. l Campus Sponsorship means a sponsorship with a strategic partnership in one of the categories described I in Exhibit K. I !l Conference means an NCAA sanctioned conference ofwhlch the University is a member. I,~ II Conference Agreement means an agreement entered into by the Conference on behalf of its members it which includes the University. 11

Content means the Department of Athletics' game clips, highlights, any live audio of Athletic Events as ii well as any other content developed in connection with this Agreement. I I Contract Year means the period of time measured from July 1 through June 30 during the period of the ~ Term. I l Contractor Threshold Amount means the in-kind Trade Benefits used by Contractor having a fair market value of$ I 00,000 in each Contract Year.

Corporate Sponsor means those Persons that have purchased certain of the Multimedia Rights sold by Contractor.

Department of Athletics means the University of North Carolina Chapel Hill Athletics Department.

Digital Media Rights means all University official athletic platforms including websites, mobile web and mobile applications, social media channels such as Facebook, Twitter, Snapchat, You Tube and Instagram, e-mail and other digital marketing, in-venue digital screens and platforms and all digital distribution of Content.

Effective Date means July 1, 2017.

Excluded Categories means a sponsorship which directly promotes the sale of: tobacco products, alcohol products, fireanns, sexually explicit products or services, gambling (not including state-sponsored

-39- lotteries), as well as any advertising or signage that is contrary to University's established policies or regulations or that University reasonably believes would put University in a negative light, or damage its reputation, name or goodwill. For the avoidance of doubt and clarification, the sponsorship of a hotel or resort facilities of a Person that offers gambling is not necessarily an Excluded Category so long as the sponsorship does not promote gambling and is limited solely to the sponsor's hotel or resort facilities, and the name does not contain gambling-related terms or phrases. Any potential sponsor in this category must be approved by University prior to the execution of the sponsorship agreement

Exclusivity Sponsor means a sponsor of Contractor who is granted exclusive sponsorship rights within a particular sponsorship category.

Expiration Date means June 30, 2029.

Fulfillment Benefits means those benefits, such as tickets or sig11age, which Contractor will provide to Excluded Sponsors under Retained Agreements. If any Retained Agreements are amended or if any future agreements are in effect with an Excluded Sponsor that require Contractor to provide Additional Fulfillment Benefits, then before Contractor is required to provide the Additional Fulfillment Benefits, Contractor and University will meet to detennine if the Additional Fulfillment Benefits are available and if they are available, the Additional Benefit Cost, which when agreed upon, shall be deducted by Contractor from the Guaranteed Royalty Fee or the AGR Threshold Amount, as the case may be.

Guaranteed Campus Rights Fee means the amounts set forth in Section 6.3 of this Agreement as they may be adjusted in accordance with this Agreement.

Guaranteed Royalty Fee means the amounts set forth in Section 6.1 of this Agreement as they may be adjusted in accordance with this Agreement.

Inventory means those rights granted to Contractor under this Agreement, as set forth on Schedule B (as amended or modified in writing from time to time). Such rights are granted to Contractor on an exclusive basis solely to the extent expressly stated on Schedule B.

Key Employees means the General Manager of Contractor, and each of Contractor's on-radio telecast, on­ television talent and full"time staff that will perform the obligations of the Contractor under this Agreement, regardless of whether such individuals serve as employees or independent contractors of Contractor.

Learfield has the meaning set forth in the preamble to this Agreement.

Multimedia Rights shall mean the exclusive sales and marketing rights set forth in this Agreement as further described in Schedule B.

NCAA means the National Collegiate Athletic Association, of which University is a member, as well as any successor organization of which University is a member.

New Technology means fonns or methods of distributing broadcasts, exhibitory signage and/or delivering

-40- Content that were not being used by Contractor on the Effective Date. For the avoidance of doubt and clarification, New Technology is intended to replace, improve upon or enhance technology which currently exists as of the Effective Date but is not intended to grant Contractor any rights not otherwise provided in this Agreement.

OAS means the Official Athletic Website of the Department of Athletics. The domain name for this site currently is v.,ww.goheels.com.

Person means an individual, a sole proprietorship, a partnership (general or limited), a corporation, a limited liability company, an association, a joint stock company, a trust, a foundation, a joint venture, an unincorporated organization or any other business entity,

Retained Agreements means sponsorship agreements between University and an Excluded Sponsor.

Station means a radio station or any other broadcast media outlet.

Termination Date means June 30, 2029.

Third Party Signage means the signage of an Excluded Sponsor or a sponsor of the ACC Network or any other Network in and around the interior of an Athletic Facility in existence as of the Effective Date.

Threshold Amount means the in-kind, trade benefits provided to the Department of Athletics in each Contract Year having a fair market value of $100,000.

Trade Benefits means products or services used by University or Contractor that are bartered with a Person in exchange for sponsorship or promotional inventory.

University is defined in the preamble to this Agreement

Wholesale Value means 70% of the fair market value of Trade Benefits.

-41- SCHEDULED INVENTORY RIGHTS

Contractor shall have the exclusive right and the obligation to provide the broadcasts, media shows, game programs, internet services and other opportunities detailed below. ·

I. Football and Men's Basketball Play-by-Play Radio Broadcasts. Contractor will produce and broadcast on radio all men's basketball and football games and shall have the exclusive right to sell and secure promotional support for such broadcasts, in accordance with specifications stipulated in Exhibit a.

2. Women's Basketball and Baseball Play-by-Play Radio Broadcasts. Contractor will produce and broadcast on radio all women's basketball and all baseball games, and shall have the exclusive right to sell and secure promotional support for such broadcasts, in accordance with specifications stipulated in Exhibit B.

3. Head Football Coach, Head Men's Basketball Coach and Head Women's Basketball Coach and Olympic Sports Television Shows. Contractor shall have the exclusive right to produce and broadcast television shows featuring the head football coach, head men's basketball coach, and head women's basketball coach, and sell promotional support for such broadcasts, in accordance with specifications stipulated in Exhibit C.

4. Football and Men's Basketball Coaches' Radio Shows. Contractor shall have the exclusive right to produce and broadcast "Call-in" Radio Shows and Daytime Radio Shows featuring the men's basketball head coach and the football head coach, and sell and secure promotional support for such broadcasts, in accordance with specifications stipulated in Exhibit D.

5. Women's Basketball and Baseball Coaches' Radio Shows. Contractor shall have the exclusive right to produce and broadcast radio shows featuring the women's head basketball coach and the baseball coach, and sell and secure promotional support for such broadcasts, in accordance with specifications stipulated in Exhibit E.

6. Game Programs. Contractor shall have the exclusive right to publish and distribute football and men's basketball printed game programs, and sell and secure promotional support for such game programs, in accordance with specifications stipulated in Exhibit F.

7. Internet Rights. Contractor wiU have the right to produce and maintain one official internet site for the University Department of Athletics and the exclusive right to sell and secure promotional support for such internet site, in accordance with specifications stipulated in Exhibit G.

8. Electronic and Digital Venue Signage. Contractor shall have the right to sell and secure promotional support for electronic and digital sigi1age in the Smith Center, Kenan Stadium, Carmichael Auditorium, Boshamer Stadium and Fetzer Field, all subject to the guidelines in Exhibit H.

9. Static Signage. Contractor shall have the right to sell and secure promotional support for the following static signage in the following venues and any replacement home venues:

-42- 9.1. Kenan Stadium (for Football). Three (3) permanent signs adjacent to the West End Zone Scoreboard above the Kenan Football Center.

9.2. Smith Center (for Men's Basketball). Five (S) 8' x 6' backlit signs adjacent to one (1) of the four ( 4) video boards. No sponsor shall be pennitted rights to an 8' x 6' sign if such sponsor is not also a Smith Center courtside LED board sponsor.

9.3. Anderson Stadium (for Softball}, Outfield wall static signage (4 locations).

10. Media Shows. Contractor shall have the exclusive right to sell and secure promotional rights in connection with the Media Shows inventory set forth in Exhibit I, in accordance with specifications stipulated therein.

11. New Media Inventory (Athletics). For the periods designated in Exhibit J, Contractor shall have the exclusive right to sell and secure promotional athletic rights shown as approved on Exhibit J.

12. New Campus Media Inventory. Contractor shall have the exclusive rights to sell and secure promotional rights in connection with the Campus Sponsorship inventory set forth in Exhibit K in accordance with the specifications stipulated therein.

13. Miscellaneous Rights. Contractor shall have the following miscellaneous rights, subject to the specifications below.

13 .1. Tickets. The Contractor shall have the exclusive right to sell promotional slots for tickets (including print-at-home tickets) for all football, men's basketball and Olympic Sport games played in Chapel Hill, to the extent such rights are controlled by the University. The Contractor shall provide camera-ready art to the University Department of Athletics for use in printing the tickets by the deadlines set by the University's Department of Athletics Ticketing Office. The Contractor shall also reimburse the University Department of Athletics for the incremental printing costs of the Olympic Sport tickets if promotional material is included.

13.2. Drinking Cups, The Contractor shall have the exclusive right to market promotional slots on any hard plastic drink cups utilized at athletic events held at Kenan Stadium or the Smith Center, other than events for which a contract may be in effect on the Effective Date. The University Department of Athletics shall approve the copy design on drink cups, and such approval shall not be unreasonably withheld. The right to sell promotional slots on cups does not obligate either Party to provide such cups if a third party does not provide them free of charge to the University. The concessionaire will provide hard plastic drink cups at the concessionaire's expense that can contain up to five (5) sponsor logos as designated by Contractor.

13.3. On-Field/On-Court Promotions. Contractor may sell and secure the following on-field/on-court promotions, consistent with past practice:

(a) up to two (2) on-court promotions at halftime during men's basketball games; (b) up to two (2) on-field promotions at halftime or during quarter breaks, as determined by the University Department of Athletics, during football games; and

-43- (c) Such additional on-court and on-field promotions as may be mutually agreed upon by the Parties.

13.4. Giveaways. For certain University football and men's basketball home games, Contractor may sell and secure promotional giveaways, subject to the University Department of Athletics' advance written approval, which approval shall not be unreasonably withheld. If a promotional giveaway will involve products marked with University indicia, then the approval of the University Trademark Manager and payment of any applicable trademark royalties will also be required. Any promotional giveaways must feature/include a University mark (meeting brand standards) approved by the Athletic Department.

13.5. Food Product Concessions. Contractor may select, subject to the terms of the University Department of Athletics' concessions agreement (as amended or replaced from time to time), up to eight (8) categories of food products (not brands) to be part of the concessions at Kenan Stadium and the Smith Center, so long as such selections do not adversely affect concessions economically, and the University may include a provision for this in any contract it may engage in with an outside food vendor. The University will provide an announcement once during pre­ game and once during halftime that lists the concessions available at the game.

13.6. Product Displays. Contractor may sell and secure promotional support for up to two (2) product displays (without pricing infonnation) on concourse tables at each home game at the Smith Center and Kenan Stadium, spacing permitting. One product display may be devoted to the silent auction of vintage and game~wom memorabilia pertaining to UNC Athletics. Contractor may sell and secure promotional support for additional product displays (without pricing information) as may be mutually agreed upon by the Parties. In addition, Contractor may sell promotional rights for up to three (3) automobile displays on the University's campus on home football game days at mutually agreeable locations and one (1) automobile displays in the Smith Center per game, each without pricing information.

13.7. Sidelines Equipment. Contractor shall have the exclusive right to sell sponsorships to sponsors that are solely University units or affiliates (e.g., UNC Health Care, UNC Kenan-Flagler Business School, etc.) for the following sidelines equipment, subject to the Department of Athletics' approval of the identity of the sponsor and the artwork design:

(a) Sponsor logo impressions on sports fogging fans and sports cooling fans on football sidelines; (b) Sponsor logo impressions on equipment trunks and medical trunks on football sidelines; and (c) Such additional sponsor logo impressions on equipment as may be mutually agreed upon by the Parties.

13.8. Late Night with Roy. Contractor shall have the right to sell the following promotional rights for any University "Late Night with Roy" event:

(a) four (4) on-court promotions with simultaneous displays of logos or business name on videoboard (with the logos of the four ( 4) on-court promotion sponsors to be included in all print media and promotions placed by the University Department of Athletics for Late Night

-44- with Roy so long as sponsors are secured by Contractor and logos are provided to the University Department of Athletics in a timely manner for inclusion on all print materials and promotions); (b) two (2) product displays on concourse tables, each without pricing infonnation; (c) two (2) outdoor product displays, each without pricing information; and (d) one (1) handout or product give away per fan on entry or exit into Smith Center.

By mutual agreement of the Parties, this particular event and the inventory associated therewith may vary during the course of the Term as a result of a change in circumstances or otherwise.

13.9. Direct Mail Inserts. Contractor shall have the right to sell and secure promotional opportunities in connection with the following:

(a) up to four (4) one-page promotional inserts to be included in football season ticket direct mailings, and (b) up to four (4) one-page promotional inserts to be included in men's basketball season ticket direct mailings.

14. Campus Rights. To the extent granted by the University, the right to market, promote and sell certain Campus Sponsorships as described in Exhibit K.

15. Additional Inventory (Sport~specific). Contractor shall have the exclusive right to sell and secure promotional support in connection with the items listed below, if produced by UNC Athletics. Each of the following items shall be provided by the University Department of Athletics at its expense. In the event the University elects to cease production of any ofthe below items, it will provide a substitute of roughly equal or greater value to Contactor for sponsorship purposes. After the Effective Date of this Agreement, Contractor and the University Contract Manager shall' meet annually to assess the number and type of print products for the ensuing Contract Year, and whether one or more of the products below should be transitioned to digital. The University will make the final decision on whether to make any such transition.

15.1. Baseball.

(a) Poster (24" x 18")- up to three (3) sponsor logos (b) Schedule Card (3-panel, 3.5" x 7.5")- up to one (1) sponsor logo (c) Trading Cards (team set) - up to one sponsor logo (d) Magnet (4.0" x 7.5")-up to one (1) sponsor logo (e) PA Announcements - up to four ( 4) sponsor announcements per game (f) Premium Giveaways - up to one (1) giveaway per game (g) On-Field Promotions - up to two (2) per game (h) In-Game Promotions (not on field) - up to two (2) per game

15.2. Field Hockex.

(a) Poster (24" x 18") -up to three (3) sponsor logos (b) PA Announcements - up to four (4) sponsor announcements per game

15.3. Football.

-45- (a) Poster (24" x 18")- up to three (3) sponsor logos (b) Schedule Card (I-panel, 3.5'' x 2.5")- up to two (2) sponsor logos (c) Magnet (4.0" x 7.5")- up to one (l) sponsor logo (d) Autograph Cards (2 pages, 15', x 14") - up to one (1) sponsor logo (e) Meet the Heels Title Sponsorship- up to one (1) sponsor (f) Spring Grune Title Sponsorship- up to one (1) sponsor (g) Premium Giveaways- up to one (1) giveaway per game

15.4. Men's Basketball.

(a) Poster (24" x 18") - up to three (3) sponsor logos (b) Schedule Card (2-panel, 3.5" x 5.0")-up to one (1) sponsor logo (c) Premium Giveaways -up to one (I) giveaway per game

15.5. Men's Lacrosse.

(a) Poster (24" x 18'')- up to three (3) sponsor logos (b) Schedule Card (2-panel, 3.5'' x 5.0") - up to one (1) sponsor logo (c) PA Announcements- up to four (4) sponsor announcements per game (d) On-Field Promotions - up to two (2) per game

15.6. Men's Soccer.

(a) Poster (24" x 18")- up to three (3) sponsor logos (b) Schedule Card (2-panel, 3.5'' x 5.0") - up to one (1) sponsor logo (c) Halftime Promotions- up to two (2) per match ( d) PA Announcements - up to four (4) sponsor announcements per match (e) Display Kiosks/Tables-up to two (2) per match

15. 7. Softball.

(a) Poster (24" x 18") - up to three (3) sponsor logos (b) PA Announcements - up to four (4) sponsor announcements per game

15.8. Volleyball.

(a) Poster (24" x 18") - up to three (3) sponsor logos (b) PA Announcements - up to four (4) sponsor announcements per match (c) On-Court Promotions-up to two (2) promotions per match

15.9. Women's Basketball.

(a) Poster (24" x 18") - up to three (3) sponsor logos (b) Schedule Card-up to one (1) sponsor logo (c) Magnet (4.0" x 7S') - up to one (1) sponsor logo (d) Premium Giveaways- up to one (1) per game

-46- (e) On-Court Promotions/Presentations- up to two (2) per game (f) PA Announcements-up to four (4) sponsor announcements per game

15.10. Women's Lacrosse.

(a) Poster (24" x 18,') - up to three (3) sponsor logos (b) Schedule Card (2-panel, 3.5" x 5.0")- up to one (1) sponsor logo (c) PA Announcements - up to four (4) sponsor announcements per game (d) On-Field Promotions- up to two (2) per game

15.11. Women's Soccer.

(a) Poster (24" x 18") - up to three (3) sponsor logos (b) Schedule Card-(3-panel, 3.5" x 7.5")-up to one (1) sponsor logo (c) Magnet (4.0" x 7.5")-up to one (1) sponsor logo ( d) Halftime Promotions - up to two (2) promotions per match ( e) PA Announcements - up to four (4) sponsor announcements per match (f) Display Kiosks/Tables - up to two (2) per match

11 j!

II I! 11 u

-47- EXHIBIT A FOOTBALL AND MEN'S BASKETBALL PLAY-BY PLAY RADIO BROADCASTS

I. Contractor agrees that each football and men's basketball play-by-play radio broadcast shall be of first-class technical and production quality and confonn to radio broadcast standards of the radio industry as such standards are commonly understood for radio broadcast networks in the United States. Contractor shall utilize state-of-the-art equipment for such radio broadcasts. l1 :1 2. Contractor shall be responsible for all costs and expenses associated with or incurred in connection 't 11 with such radio broadcasts, including, but without limitation, the cost of all talent, rights fees for ll various broadcasts (up to $600 plus any amount over $600 once the aggregate amount payable by ,1 the University for broadcast rights fees under this Agreement reaches $30,000 for the applicable I Contract Year), labor, facilities, uplinking equipment, other equipment, satellite charges, telephone ,! line charges and all other material or equipment necessary or required for each radio broadcast.

3, Contractor shall be responsible for providing all personnel and talent involved in the production I' and transmission of the radio broadcasts. Contractor shall pay the salaries and travel and business I,, expenses of all personnel and talent associated with the radio broadcasts. The University ii 1 Department of Athletics will provide complimentary airline travel on all regular-season charters I l (six (6) seats during football and two (2) seats during men's basketball) and complimentary bus 1 i11 travel for regular-season football and regular-season men's basketball games). The Contractor shall I' furnish a play-by-play announcer and at least one ( 1) additional announcer to handle the pre-game, ll,: color, halftime and post-game recapitulation. With respect to airline charters, University will also 1: provide transportation from the airport to the team's hotel.

4. All regular-season games and, when rules allow, all post-season and tournament games are required to be broadcast. This includes bowl games and pre-season football games such as the "Kick Off Classic" if University is a participant and if rules allow. Pre-season basketball games may be broadcast at the discretion of the Contractor. The Contractor shall use its best efforts to broadcast games played outside of the United States (which are not regular-season or tournament games for purposes of this Agreement) and the University shall use its best efforts to facilitate the contractors broadcast of such games through its arrangements and contacts at game sites to provide language translation, phone lines, electrical conversions, and on-site technical assistance as needed. Nothing in these specifications shall be construed to require that the Contractor broadcast such games played outside of the United States or that the University is obligated to provide such assistance.

5. The State of North Carolina is required to be covered by the radio network. Contractor is also required to cover the Tidewater, Virginia region for football games and the Contractor will use its best efforts to cover this region for men's basketball games. Coverage is defined as the ability of the broadcast signal to be heard throughout the State ofNorth Carolina and, with respect to football, the Tidewater, Virginia region. This market is considered a minimwn with coverage not limited to these regions.

6. The Contractor shall make the exclusive detennination of the affiliate stations to be carried on the network.

-48- 7. All stations on the network shall carry each NCAA sanctioned game on the network's schedule of broadcasts in its entirety, unless exceptions are approved by the University Department of Athletics. However, network stations outside North Carolina or the Virginia Tidewater region shall not be required to carry all games. Unless agreed to otherwise by the University Department of Athletics, the Contractor shall use its best efforts to ensure that all network stations in North Carolina carry all games broadcast by the network unless preempted by unscheduled news interruptions, requirements of the Emergency Broadcast System, regulatory requirements of the Federal Communications Commission, or as approved by the Contractor in order to allow the station to broadcast the championship games of its local high school or junior college teams, or, if in a remote area of the State, to carry conflicting local college or junior college games. In no cases shall the Contractor approve the preemption of any of its broadcasts for broadcasts of football or basketball games for professional teams or other Division 1A teams unless approved by the University Department of Athletics.

8. Except as provided in this Agreement, the Contractor shall have full rights to sell all promotional rights in and around its broadcast of the football and men's basketball games, and may make arrangements with third parties who may desire to incorporate commercial messages or advertisements in such broadcasts.

9. The Contractor shall be permitted to billboard promoters ofradio play-by-play broadcasts provided that such billboards in no way imply that the event itself is being sponsored by such promotions partners.

10. The Contractor shall have the exclusive broadcast rights for the programming described in this Exhibit except that the University may also grant radio broadcast rights to a radio station designated by the visiting team which University shall be playing or to that party designated by a participating team as its official broadcaster. No additional outlets shall be pennitted without prior consent of the Contractor and such approval shall not be unreasonably withheld. The rights fees for any local, regional or national broadcasts (i.e., Westwood One broadcasts via the ACC) shall be collected by Contractor and included in AGR.

11. The Contractor shall furnish, without cost to the University, all of the elements required for the production, presentation, origination, transmission and broadcast of each game and for the announcements and messages.

12. The Contractor agrees to make a minimwn of six (6) public service announcements ("PSAs") relating to the University Department of Athletics in each football game broadcast and a minimwn of four (4) PSAs relating to the University Department of Athletics in each men's basketball game broadcast. These announcements shall be supplied by the University Department of Athletics for the purpose of promoting University Department of Athletics events, entities, services or products. These announcements shall include such things as promotion of tickets to athletic or entertainment events, attendance at those events, viewership of television programs promoting the University, and listenershlp of radio shows directly involving the University, its administrators or coaches. These announcements shall be spaced as evenly as possible during the broadcast with not more than one (1) announcement being made following the conclusion of the game and no such announcements to be made pre-game. In addition to these PSAs, the Contractor agrees to provide one (1) 30-second spot to the University Department of Athletics for the use of the aforementioned elements. Each of

-49- these will be approved in advance by Contractor. Furthennore, these spots will run during each football game, and at least forty ( 40) time over the span of a basketball season. For clarity, none of the spots described in this Paragraph 12 may include any commercial sponsorship or commercial underwriting.

13. Contractor agrees to produce 30-second "academic message," with content subject to the approval of the University1s department of University Relations, and agrees to broadcast such messages, on a space pennitting basis, during each game for which Contractor produces the radio play-by-play.

14. The University Department of Athletics shall secure for Contractor the rights to broadcast all away games, including any special tournaments and bowl/play-off games. As part of securing these rights, the University Department of Athletics shall endeavor to obtain such rights at no cost to the Contractor. However, in the event a rights fee is charged, the Contractor will be responsible for such fee up to a maximum of $600 plus any amount over $600 once the aggregate amount payable by the University for broadcast rights fees under this Agreement reaches $30,000 for the applicable Contract Year.

15. The Contractor shall provide equipment and personnel to create and duplicate broadcast announcements for the University Department of Athletics at no cost to the University. Recordings shall be distributed by satellite feed whenever possible and taped dubs shall be provided for the remainder. This service shall be provided up to three (3) times per Contract Year and shall include where required up to sixty (60) dubs per time. If duplicates are required, the University Department of Athletics shall be responsible for distribution of such duplicate tapes. These announcements shall include such thipgs as promotion of tickets to athletic or entertainment events, attendance at those events, viewership oftelevision programs promoting the University, and listenership of radio shows directly involving the University, its administrators or coaches.

16. The University Department of Athletics shall use its best efforts to arrange for the head football and men's basketball coaches to be available for an interview prior to each game (to be prerecorded at the mutual convenience of the coaches and the Contractor) and immediately following each game for a post-game interview by the Contractor.

17. These interviews shall be used in conjwiction with the game broadcast and may not be used in any other manner except with the express written consent of the University Department of Athletics.

18. The Contractor shall include a halftime segment in all its broadcasts. This shall be a prerecorded or live segment of approximately one (1) minute in length for the University Department of Athletics' use. In most cases, it wilt feature the University athletic director or other departmental employee, discussing topics of general interest to North Carolina fans. However, the University Department of Athletics can use this segment as it chooses.

19. If approved by the University Department of Athletics, the Contractor may contract with others to provide long distance access to game broadcasts for a fee. Such approval shall not be unreasonably withheld.

-50• 20. The Contractor agrees to coordinate with radio network affiliates an inventory bank of ten (1) promotional spots in-game per week for the use of the University. Contractor will use its best efforts to assure that these spots will run during each week of football and men's basketball season.

21. University and Contractor may mutually agree to produce the fonnat for a pre-game show from Tar Heel Town for each home football game.

22. Contractor will use its best efforts to actively pursue sateilite radio technology, and will find avenues to incorporate the athletic department radio inventory into these broadcasts.

23. Contractor will be required to broadcast all football and men's basketball games over the internet on the University OAS, currently www.GoHeels.com.

24, Contractor's radio broadcast rights not only include over-the-air terrestrial radio broadcast rights but also include internet streaming, audio podcasts and satellite radio broadcasts of games.

25. New Technology. The Parties recognize that from time to time, New Technology may arise or be created that was not contemplated by the Parties and specifically mentioned in this Agreement. In that event, Contractor and University will discuss the rights to distributing and delivering Content by or through any form of New Technology that is not otherwise included in an existing Conference Agreement. If the New Technology is not then included in a Conference Agreement, the Parties will cooperate to determine whether the University will convey to Contractor rights to the New Technology and, if so, negotiate in good faith to arrive at a mutually agreeable financial model for granting Contractor those rights, The University is not required to grant Contractor rights to the New Technology. If the University elects not to grant Contractor rights to the New Technology, the University will not grant to any third party the right to attempt to commercialize the New Technology, and it will not commercialize the New Technology in any way that would interfere with, impede, or be detrimental to Contractor's Rights under this agreement; otherwise, a Diminishing Event shall have occurred (if such event directly causes Adjusted Gross Revenue to be materially adversely impacted) and the process for a Diminishing Event shall be followed.

-51- EXHIBITB WOMEN'S BASKETBALL AND BASEBALL PLAY-BY-PLAY RADIO BROADCAST

1. The Contractor shall have the exclusive right to produce and commercially distribute the radio broadcast play-by-play of University women's basketball and baseball games including pregame and post-game shows, except that the University may also grant radio broadcast rights to one radio station designated by the visiting team which the University shall be playing or to the party designated by a visiting team as its official broadcaster. No additional outlets will be permitted without prior consent of the Contractor and such approval will not be unreasonably withheld. These rights include the exclusive right to broadcast any post-season tournament in which the teams may be involved, subject to rules applicable to the post-season tournament.

2. The Contractor will broadcast by radio a minimum of twenty-eight (28) women's basketball games per Contract Year. The Contractor has the exclusive right to determine which games to broadcast during each women's basketball season and shall make this determination by October 15 of each Contract Year.

3. The Contractor will broadcast by radio no fewer than twenty-five (25) baseball games per Contract Year. The Contractor has the exclusive right to determine which games to broadcast during each baseball season and shall make this determination by January 10 of each Contract Year.

4. The Contractor will compile its broadcast schedule before each season begin. In the event of a conflict with other programming, such as University men's basketball, the Contractor will contact the University Department of Athletics to seek a possible change. The University will make its best effort to accommodate a time change.

5. The Contractor will clear broadcast coverage for the network on a radio station (or stations) that clear Orange County, North Carolina and will use its best efforts to clear Durham and Wake Cmmties, North Carolina. The Contractor will make its best efforts to increase the size of the network over the Term of the Agreement.

6. Except as otherwise provided in this Agreement, the Contractor shall have full rights to sell promotional rights in and around its broadcast of women's basketball and baseball games, and may make arrangements with third parties who may desire to incorporate commercial messages or promotions in such broadcasts.

7. The Contractor shall be responsible for all costs and expenses associated with or incurred in connection with such radio broadcasts. The Contractor shall furnish, without cost to the University, all the elements required for the production, presentation, origination, transmission and broadcast of each game and for the commercial announcement messages. The Contractor will furnish a designated play-by-play announcer and at least one (1) additional announcer to handle pre game, color, halftime and post-game recapitulation, both subject to the advance approval of the University Department of Athletics.

8. The Contractor agrees to make a minimum of four (4) PS As relating to the University Department of Athletics in each women's basketball and baseball game broadcasts. These announcements shall

-52· be supplied by the University Department of Athletics for the purpose of promoting University Department of Athletics events, entities, services or products. These announcements shall include such things as promotion of tickets to athletic or entertainment events, attendance at those events, viewership of television programs promoting the University, and listenership of radio shows directly involving the University, its administrators or coaches. These announcements shall be spaced as evenly as possible during the broadcast with not more than one (l) announcement being made following the conclusion of the game and no such announcements to be made pre-game. In addition to the four (4) PSAs, the Contractor agrees to provide one (1) 30-second spot to the University Department of Athletics for the use of the aforementioned elements. Each of these will be approved in advance by Contractor. Furthermore, these spots will run during each women's basketball and baseball game broadcast. For clarity, none of the spots described in this Paragraph 8 may include any commercial sponsorship or commercial underwriting.

9. Contractor agrees to produce 30-second "academic messages," with content subject to the approval of the University Department of University Relations, and agrees to broadcast one (1) such message, on a space permitting basis, during each game for which Contractor produces the radio play-by-play.

10. The University Department of Athletics will use its best efforts to secure for the Contractor the rights to broadcast all away games that the Contractor so wishes to broadcast, including any special tournaments, As part of securing these rights, the University Department of Athletics will use its best efforts to obtain such rights at no cost to the Contractor. However, in the event a rights fee is charged, the Contractor will be responsible for such fee, not to exceed $100 plus any amount over $100 once the aggregate amount payable by the University for broadcast rights fees under this Agreement reaches $30,000 for the applicable Contract Year.

11. The University Department of Athletics shall use its best efforts to arrange for the head women's basketball and baseball coaches to be available for interviews prior to each game (to be prerecorded at the mutual convenience of the coaches and the Contractor) and immediately following each game for a post-game interview by the Contractor. These interviews will be used in conjunction with the game broadcast and may not be used in any other manner except with the express written consent of the University Department of Athletics.

12. The Contractor will arrange and pay the cost of all necessary phone lines and long distance telephone charges related to the broadcast rights set forth in this Agreement.

13. Contractor will use its best efforts to actively pursue satellite radio technology for distribution of these broadcasts, and will find avenues to incorporate the athletic department radio inventory into these broadcasts.

14. Contractor will broadcast over the internet on the University OAS, currently www.GoHeels.com each women's basketball and baseball game that Contractor broadcasts over the radio.

15. Contractor's radio broadcast rights not only include over-the~air terrestrial radio broadcast rights but also include internet streaming, audio podcasts and satellite radio broadcasts of games.

-53- 16. New Technology. The Parties recognize that from time to time, New Technology may arise or be created that was not contemplated by the Parties and specifically mentioned in this Agreement. In that event, Contractor and University will discuss the rights to distributing and delivering Content by or through any fonn of New Technology that is not otherwise included in an existing Conference Agreement. If the New Technology is not then included in a Conference Agreement, the Parties will cooperate to detennine whether the University will convey to Contractor rights to the New Technology and, if so, negotiate in good faith to arrive at a mutually agreeable financial model for granting Contractor those rights. The University is not required to grant Contractor rights to the New Technology. If the University elects not to grant Contractor rights to the New Technology, the University will not grant to any third party the right to attempt to commercialize the New Technology, and it will not commercialize the New Technology in any way that would interfere with, impede, or be detrimental to Contractor's Rights under this agreement; otherwise, a Diminishing Event shall have occurred (if the event directly causes Adjusted Gross Revenue to be materially adversely impacted) and the process for a Diminishing Event shall be followed .

•54. EXHIBITC HEAD FOOTBALL COACH, HEAD MEN'S BASKETBALL COACH AND HEAD WOMEN'S BASKETBALL COACH TELEVISION SHOWS

1. Contractor shall have the right to sell and secure promotional rights with respect to separate weekly football head coach, men's basketball head coach and women's basketball head coach television programs during each sport's respective season. Each show shall be of first-class technical and production quality and confonn to broadcast quality standards of the television industry as such standards are commonly understood for network telecasts in the United States. The head coaches of football, men's basketball and women's basketball shall be offered the opportunity to enter into a contract with Contractor to appear personally and participate in all of the television shows relating to that coach's sport. The Contractor shall offer the football, men's basketball and women's basketball coaches, respectively the opportunity to enter into separate contracts with Contractor for such shows.

2. Contractor agrees to comply with all applicable broadcast and student-athlete eligibility rules and regulations of the ACC and NCAA. The University reserves the right to amend or cancel this Exhibit in the event changes in ACC or NCAA regulations or rules necessitate such action in order to assure continued compliance by the University with such ACC or NCAA rules and regulations. The loss of the rights to televise coaches' shows shall constitute a Diminishing Event (if the event directly causes Adjusted Gross Revenue to be materially adversely impacted) with the process for a Diminishing Event to then be followed unless the ACC or NCAA rule or regulation applies to all ACC schools and neither the ACC nor the NCAA makes use of such right.

3. All subcontractor arrangements and publicity shall identify Contractor (by name) as a third party (i.e., 0 presented by") or other terminology to disassociate the University from primary responsibility to other parties as to the arrangements, content, or financial obligation for the broadcasting activities.

4. Within thirty (30) days after the end of the applicable football, men's basketball, and women's basketball seasons, Contractor, at no cost to the University, shall furnish and deliver to the University Department of Athletics a complete recording of each television program.

5. Costs and expenses associated with all material, equipment, labor and facilities, including, without limitation, broadcast studio facilities, satellite charges, production elements, telephone lines, uplinking equipment, circuits and call~in devices necessary for the production and broadcast of each television program will be allocated between the Parties in accordance with Section 11.2 of this Agreement. Contractor, at its expense, shall secure all rights, clearances, releases and licenses in all copyrighted materials and music used in connection with the shows and in respect to the rights of persons appearing on the show. Contractor agrees that the television shows shall be produced in Chapel Hill, North Carolina, unless produced in the city of an away game or otherwise agreed to by the Parties hereto and the coach. The University Department of Athletics agrees to provide to Contractor, upon request, nonfinancial assistance in securing clearances for the distribution of the television shows provided that any such request for assistance is deemed reasonable and appropriate by the University Department of Athletics .

•55. 6. Contractor, at its expense, shall be responsible for providing all talent involved in the broadcast of the television programs. Contractor shall pay the salaries and travel and business expenses of all talent associated with the television programs. The University, at its expense, shall be responsible for the production, assembly and editing of the television programs.

7. The minimum number of television shows per season for the football, men's basketball and women's basketball head coaches will be as follows: football - fourteen (14) shows; men's basketball - twenty (20) shows; women's basketball - a minimum of ten (10) shows, for a total minimum of forty-four (44) shows. The shows will fun during consecutive weeks. The last football show, other than an ACC championship or bowl/play-off show, will be aired on the Sunday following the final regular season football game. The last basketball show will be aired on the Sunday following the NCAA Basketball Championship game. The first football show will be scheduled after the above two dates are determined. One of the fourteen (14) football shows shall be devoted to an upcoming University ACC championship or bowl/play-off game or a recap of the football season. In each Contract Year, by a mutually agreed upon date, Contractor shall furnish to the University Department of Athletics for approval, which approval shall not be unreasonably withheld, a production schedule and program format for the television shows and a broadcast schedule for the shows.

8. Each show will be thirty (30) minutes in duration and will be recorded. Each show will feature game highlights if a game has been played during the previous seven (7) days. Each Sunday's game highlights will include the game played the Saturday immediately prior to the Sunday the show is aired unless extraordinary time/travel conditions preclude tWs from occurring. Under such conditions, Contractor must obtain the approval of the University Department of Athletics to delay those highlights until the following Sunday, and such approval will not be unreasonably withheld. In addition to game highlights, the shows will contain features and other material relevant to the respective sports program of University. In all cases, the format and content of the television programs will be mutually agreed upon by Contractor and the University Department of Athletics and the participation requirements of each coach will be mutually agreed upon by Contractor and the respective coach. The University reserves the right to make final decisions concerning quality and on-air talent

9. Contractor will be responsible for the distribution of the shows and will be responsible for clearing the head football coach and head men's basketball coach shows to air in a minimum ofthe following markets: (1) Raleigh-Durham; (2) Greensboro, Winston-Salem, Highpoint; (3) Wilmington; (4) Charlotte; (5) Greenville, New Bern, Washington; and (6) Asheville, NC. In addition, Contractor will use its best efforts to clear the head football and head men's basketball coach shows in the Tidewater region of Virginia. Contractor will be responsible for clearing the head women's basketball coach shows to air in the Raleigh-Durham/Chapel Hill area.

10. Clearance will also be aggressively pursued by Contractor on cable television systems as well as cable sports networks throughout the country which do not charge a fee for carrying a show of this type. When this type of "secondary" coverage is pursued, barter arrangements may be made by Contractor after consultation with the University Department of Athletics. The wishes of promotions partners who do not desire their commercials to be aired in states other than North Carolina will be respected by Contractor.

-56- 11. Except as otherwise provided in this Agreement, the Contractor shall have full rights to sell promotional rights in connection with the telecasts and may make arrangements with third parties who may desire to incorporate commercial messages or promotions in such telecasts.

12. The Contractor shall, upon request, from the University Department of Athletics, include in each telecast a reference to the availability of tickets for an upcoming football, men's basketball, women's basketball or other Olympic Sports game. These announcements, if requested, shall be very brief and utilized within an appropriate context of the show at the discretion of the host so as not to interfere with the aesthetics of the telecast In addition to these announcements, the Contractor agrees to provide a 30-second spot (or, if no 30-second spots are available, a PSA) during each telecast to the University Department of Athletics for the use of the aforementioned elements. Each 30-second spot will be approved in advance by Contractor .

•57. EXHIBITD FOOTBALL AND MEN'S BASKETBALL COACHES' RADIO SHOWS

1. The Contractor shall offer the University football and men's basketball coaches the opportunity to enter into contracts with Contractor to obtain their rights to produce and to commercially distribute football and men's basketball coaches' radio shows and shall produce and commercially distribute such shows. These rights are separate from the coaches' pregarne and post-game radio shows that are part of the radio play-by-play rights.

2. The Contractor must produce and distribute shows in accordance with the terms specified herein and shall not be excused from doing so merely by paying a rights fee.

3. The Contractor shall pay all costs associated with the shows.

4. The Contractor shall furnish a host for the shows at the Contractor's expense.

5. There shall be two (2) separate and distinct coaches' radio shows. The first shall be referred to as the "Live Call-In-Show". The second shall be referred to as the "Daytime Recorded Show.

6. Live Call-in Shows.

6.1. There shall be thirteen (13) football coach's shows and nineteen (19) men's basketball coach's shows for a total of thirty-two (32) shows. The thirty-two (32) shows shall run during consecutive weeks.

6.2. Each show shall be sixty (60) minutes in duration and shall be "live" except when extraordinary circumstances require the show to be recorded. Under such circumstances, the show may be recorded with the approval of the University Department of Athletics which approval shall not be unreasonably withheld.

6.3. Each show shall feature the head football or head men's basketball coach answering callers' questions. Assistant coaches may perform these services if the applicable head coach is unable or unwilling to perfonn the services.

6.4. The host shall encourage a fonnat which allows him/her to terminate each call after questions are asked. The purpose of this format is to discourage "regular" callers from tying up the lines by engaging in lengthy personal discussions with the coach.

6.5. In addition, the show may contain features and other material relevant to the football or men's basketball programs of the University.

6.6. In all cases and except as otherwise provided herein, the format and content of the radio program shall be mutually agreed upon by the Contractor and the University Department of Athletics and the participation requirements of the coaches shall be mutually agreed upon by the Contractor and the respective coaches.

-58- 6.7. The University Department of Athletics reserves the right to make final decisions concerning the location used for the broadcast as well as the quality of the shows and the talent used.

6.8. The show(s) shall be cleared to air on radio stations in North Carolina. Every effort is to be made to clear the shows in a manner enabling any resident of the State of North Carolina to obtain a clear signal.

6.9. The show(s) shall be cleared for broadcast on a weekday evening which shall remain consistent during the year except when a University football or men's basketball game conflicts with the standard time. When this occurs, the show shall be moved to another evening during the week.

6.10. Air time may be bartered or purchased outright.

6.11. Except as otherwise provided in this Agreement, the Contractor shall have full rights to sell promotional rights for the broadcasts, and may make arrangements with third parties who may desire to incorporate commercial messages or promotions in such broadcasts.

7. The Contractor shall have the exclusive right to produce the programming described herein except as otherwise noted.

8. The Contractor shall, upon request from the University Department of Athletics, include in the coaches' shows a reference to the availability of tickets for an upcoming football or men's basketball game. These announcements, if requested, shall be very brief and utilized within an appropriate context of the show at the discretion of the host so as not to interfere with the aesthetics of the broadcast.

9. Satellite Radio. Contractor will use its best efforts to actively pursue satellite radio technology for distribution of these shows, and will find avenues to incorporate the University Department of Athletics radio inventory into these broadcasts .

•59. EXHIBITE WOMEN'S BASKETBALL AND BASEBALL COACHES' RADIO SHOWS

1. The Contractor shall offer the University's head women's basketball and baseball coaches the opportunity to enter into contracts with Contractor to obtain their rights to produce and commercially distribute women's basketball and baseball coaches' radio show, and shall produce and commercially distribute such shows. These rights are separate from the coaches' pregame and post-game radio shows that are part of the play-by-play rights. The Contractor shall pay all costs associated with the shows, including furnishing a host for the shows at Contractor's expense.

2. There will be aminimwnoften (10) women's basketball coach's shows and a minimum often (10) baseball coach's shows. The women's basketball coach's show will air weekly beginning December 1 and will continue through one week following the season's conclusion. The baseball coach's show will air weekly beginning February 15 and will continue through one week following the season's conclusion.

3. Each show will be thirty (30) minutes in duration and wHl be "live" except when extraordinary circumstances require the show to be recorded. Under such circumstances, the show may be recorded with the approval of the University Department of Athletics, which approval shall not be unreasonably withheld. Each show will feature the head women's basketball or head baseball coach discussing the past week's games and the upcoming opponents. The University Department of Athletics reserves the right to approve final decisions concerning the location used for the broadcast as well as the quality of the shows and the on-air talent used.

4. The Contractor will use its best efforts to clear broadcast coverage on a radio station (or stations) that clear Orange, Durham and Wake counties ofNorth Carolina. The Contractor shall use its best efforts to increase the coverage of the coaches' radio shows over the course of the Agreement.

5. The Contractor will obtain clearance for the shows to be broadcast on a weekday evening which will remain consistent during the year except when a University basketball or baseball game conflicts with the standard time. When this occurs, the show will be moved by the Contractor to another evening during the week.

6. Air time for the shows may be bartered or purchased outright by the Contractor. Except as otherwise provided in this Agreement, the Contractor shall have full rights to sell promotional rights for the broadcasts, and may make arrangements with third parties who may desire to incorporate commercial messages or promotions in such broadcasts.

7. The format and content of the program will be mutually agreed upon by the Contractor and the University Department of Athletics and the participation requirements of the coaches will be mutually agreed upon by the Contractor and the respective coaches.

8. The format and content of the program will be mutually agreed upon by the Contractor and the University Department of Athletics and the participation requirements of the coaches will be mutually agreed upon by the Contractor and the respective coaches.

-60- EXHIBITF GAME PROGRAMS

1. The Contractor agrees to design, layout and print game programs for football and men's basketball. The programs shall be comparable to those previously produced for the University. The Contractor shall select a printer and charge a fee to the public to purchase the program(s) at a rate that will be agreed to by the University Department of Athletics.

2. Except as otherwise provided in this Agreement, the Contractor shall have full rights to sell all promotional rights in the game programs, and may make arrangements with third parties who may desire to incorporate commercial or other promotional messages in such programs.

3. Editorial content for the game programs will be provided by the University Department of Athletics.

4. The Contractor shall produce a game program for each home football game and shall produce five (5) to seven (7) programs during the men's basketball season on a schedule agreed to by the University Department of Athletics. The football game program covers will be printed three (3) covers per time, twice each season.

5. The football and men's basketball game program must include at least sixty-four (64) pages of editorial copy plus a full color cover. Eight (8) of those sixty-four (64) pages will include complimentary space for University messages and promotions.

6. The trim size of the programs shall be 8.5" x 11''. The programs must have paper stock of at least 60# gloss text and 60# gloss cover plus coating.

7. The University may change up to fifteen (15) pages plus the cover for each edition of the football program and up to twelve (12) pages plus the cover for each edition of the men's basketball program.

8. Contractor shall not be required to print a minimum number of football programs per home game, but prior to the beginning of the football season in each Contract Year, the General Manager of THSP shall meet with the Department of Athletics to discuss game programs, roster cards and other in-game information medium and thereafter determine the best ways to provide University fans with information and manage sponsorship revenue.

9. Contractor shall not be required to print a minimum number ofmen's basketball programs per home game; provided, however, it will provide University, free of charge, with 25% of the game day programs or other game day materials that are printed; provided, further, at the beginning of the men's basketball season, the General Manager ofTHSP shall meet with the Department ofAthletics to discuss game programs, roster cards and other in-game information mediums and thereafter determine the best ways to provide University fans with information and manage sponsorship revenue.

10. If Alternative Program Technology comes into existence during the Tenn of this Agreement, the right to sell sponsorships and derive any other related sources of income from the Alternative Program Technology shall belong exclusively to Contractor throughout the Tenn except as

-61- otherwise provided in this Agreement. Contractor, after consultation with and subject to approval of University, may eliminate or phase out the use of printed game programs with the Alternative Program Technology. Contractor shall be responsible for the costs associated with Alternative Program Technology

-62- EXIITBITG INTERNET RIGHTS; DIGITAL MEDIA RIGHTS

1. Internet rights shall be defined as the rights and responsibility to host and maintain the University OAS. The rights and responsibilities relative to OAS are specified in this Exhibit G. Digital Media Rights shall mean all University official athletic platforms including the OAS, mobile web and mobile applications, social media channels such as Facebook, Twitter, Snap Chat, You Tube, Instagram and other digital marketing, in-venue digital screens and platforms and all digital distribution of University Department of Athletics Content. The rights relative to Digital Media Rights are specified in this Exhibit G.

2. Responsibilities and Rights of Contractor.

2.1. Contractor will produce, or cause to be produced, one OAS. Contractor shall have the right to contract with SIDEARM Sports, LLC ("SIDEARM") to host the OAS for a period of time which is concurrent with the Term of this Agreement; provided, however, if at the end of the fourth Contract Year of the SIDEARM agreement, University determines in good faith that SIDEARM's products offerings and services in connection with the OAS are not materially comparable to the product offerings and services provided by other web hosting companies at universities with athletic programs comparable to that of the University, then University shall give SIDEARM and Contractor notice of such differences whereupon SIDEARM shall have ninety (90) days to correct those differences, failing which University may give Contractor notice to terminate the SIDEARM agreement ("University Notice"). The SIDEARM agreement shall tenninate thirty (30) days after the University Notice. 2.2. The Content for the OAS site will be provided by the Athletics Communications Office and the Media Department of the University Department of Athletics. It will be the responsibility ofthe Contractor to update this site daily, as defined below, with all such new Content. 2.3. Except as otherwise provided in this Agreement, the Contractor shall have full rights to sell promotional rights for the OAS and may make arrangements with third parties who may desire to incorporate commercial messages or promotions on the OAS. The University Contract Manager will approve the quantity and content of all advertising to be placed on the OAS. 2.4. Conti:actor shall have the right to monetize all Content on the OAS with the revenue collected therefrom included in the calculation of AGR. 2.5. University and Contractor will negotiate together with an online merchandise provider (i.e. Fanatics) and mutually agree to all revenue sharing stipulations in that agreement beginning with the 2017-2018 contract year. 2.6, Subject to any agreement with the ACC existing on the Effective Date but not thereafter, Contractor shall have the exclusive right to use, explore, monetize and retain the revenue from sponsorship and promotional rights associated with Digital Media Rights with all revenue derived therefrom included in the calculation of AGR. 2. 7, If at any point prior to or during the Term of this Agreement, Contractor has acquired or acquires rights to a URL, domain name, or other mark relating to University, Contractor will work with the University Department of Athletics to assure coordination and will not maintain any website or domain in competition with what is designated by University to be the OAS referred to in this Exhibit G. At the expiration of this Agreement, Contractor will

-63- transfer all its right, title and interest in such website or domain or similar identifier or mark to University without change. 2.8. The University Department of Athletics reserves the right to approve the quality of the Content of the OAS described in this Exhibit, including any University-related website or domain name owned by Contractor, as well as any talent and anyone providing copy for such website(s). 2.9. To the extent that Lear.field, SIDEARM, or its contractors accept credit card payments for purchases of goods or services bearing the University's name or logo, Learfield, SIDEARM, or its contractors shall be responsible for complying with the Payment Card Industry Data Security Standard (PCI-DSS) and the Payment Application Data Security Standard (PA­ DSS) in its acceptance and processing of all credit card transactions. In addition, Learfield, SIDEARM and its contractors shall use information security best practices for transmitting and storing potentially sensitive information on the website in compliance with applicable privacy and data security laws and regulations.

-64- EXHIBITH ELECTRONIC AND DIGIT AL VENUE SIGNAGE

I . The Contractor will be allowed to sell sponsorship rights for video features on the videoboards and LED boards in Kenan Stadium, Smith Center, Carmichael Auditorium, Boshamer Stadium and Henry Stadium, subject to the restrictions below.

2. All features appearing on electronic and digital venue signage must be University related and the content should involve only University topics. These features will be fan enhancement features and shall be designed and approved in conjunction with the University Department of Athletics and Contractor. Contractor shall submit all proposed features to the University Contract Manager by: (i) August 1 for features to appear during the fall sports season, (ii) October I for features to appear during the winter sports season, and (iii) January I for features to appear during the spring sports season. These in-game features will not necessarily run during timeouts, but at convenient times throughout the game. Except as otherwise expressly pennitted in this Exhibit, LED Board features will include a sponsor logo on no more than 20% of the graphic and will be incorporated with a fan enhancement message.

3. Only the company name will be mentioned during the audio portion of each feature, and only the company name or logo will be visible on the video screen. No slogans or advertising pitches will be allowed.

4. For football games at Kenan Stadium, the Contractor will be allowed the following:

4.1. Twenty (20) videoboard features.

4.2. Eighteen (18) LED board features on the fascia LED boards between the Upper and Lower Levels.

4.3. Sixteen (16) East End Zone Wing LED board features on the East End Zone Scoreboard above the Loudermilk Center for Excellence ("The Blue Zone'').

4.4. Beginning with the 2018 - 2019 Contract Year and for the remainder of the Tenn, digital LED signage above the tunnels and End Zone Club.

5. For men's basketball games at the Smith Center, the Contractor will be allowed _the following:

5.1. Twenty (20) videoboard features.

5.2. Eighteen (18) LED board features on the fascia LED boards between the Upper and Lower Levels.

5.3. Ten (10) courtside LED board sponsors, which may occupy a maximum of 90% of the inw game Courtside LED board time. Only a sponsor's name or logo can be displayed (no other message) on the Courtside LED board.

5.4. Five (5) Home Team Tunnel LED board sponsors.

-65- 5.5. Fifteen (15) Basket Stanchion LED board sponsors.

5.6. Subject to evaluation and potential approval by the University, beginning with the 2019 ~ 2020 Contract Year and for the remainder of the Tenn, digital LED signage in four (4) parking lots. Such approval has not been granted as of the Effective Date and may not be granted during the Tenn.

6. For women's basketball, volleyball, gymnastics and wrestling contests at Carmichael Auditorium, the Contractor will be allowed the following:

6.1. Up to two (2) sponsored features on LED Board Electronic Signage

7. For baseball games at Boshamer Stadium, the Contractor will be allowed the following:

7.1. Up to two (2) sponsored features on Videoboard Electronic Signage

7.2. Up to two (2) sponsored exposures on the backstop.

8. For field hockey games at the University's home stadium, the Contractor will be allowed the following:

8.1. Up to two (2) sponsored features on Videoboard Electronic Signage

9. No commercial messages will be allowed on electronic signage.

10. The Contractor will, in conjunction with the University Department of Athletics, produce these sponsored features.

11. The Contractor will have the right to sell sponsorships right on the videoboards and LED boards, subject to recognition of the rights already granted to Wells Fargo and subject to the University's right to implement sponsorships to fulfill obligations to local newspapers. Apart from sponsorships expressly permitted by this Exhibit, it is understood that the University will have sole authority on content and production pertaining to the videoboards and the LED boards.

-66- EXHIBIT I MEDIA SHOWS

1. The Contractor shall have the exclusive right to sell and secure promotional rights in connection with the following media inventory (the "Media Shows"):

(a) Inside the Huddle with [Head Football Coach] (b) Inside Carolina Basketball with (Men's Basketball Head Coach] (c) Inside Carolina Basketball with [Women's Basketball Head Coach] (d) Signing Day Live; and (e) Tar Heel Tip Off

2. The University shall be responsible for the production, assembly and creation of the Media Shows.

3. The football, men's basketball and women's basketball coaches, respectively, shall be offered the opportunity to enter into separate contracts with Contractor for such Media Shows.

4. The University reserves the right to amend or cancel this Exhibit in the event changes in ACC or NCAA regulations or rules necessitate such action in order to assure continued compliance by the University with such ACC or NCAA rules and regulations. If the University amends or cancels this Exhibit, a Diminishing Event shall have occurred (if the event directly causes Adjusted Gross Revenue to be materially adversely impacted) and the process for a Diminishing Event shall be followed.

5. Contractor shall allow the University to access and use, free of charge, all of Contractor's material, equipment and facilities, including, without limitation, broadcast studio facilities, production elements, telephone lines, uplinking equipment, circuits and call-in devices possessed by Contractor for the media productions produced by the Contractor under this Agreement.

6. Clearance will also be aggressively pursued by Contractor on cable television systems as well as cable sports networks throughout the country which do not charge a fee for carrying a show of this type. When this type of "secondary" coverage is pursued, barter arrangements may be made by Contractor after consultation with the University Department of Athletics. The wishes of promotions partners who do not desire their commercials to be aired in states other than North Carolina will be respected by Contractor.

7. Except as otherwise provided in this Agreement, the Contractor shall have full rights to sell promotional rights in connection with the telecasts, and may make arrangements with third parties who may desire to incorporate commercial messages or promotions in such telecasts.

-67- EXHIBITJ NEW MULTI-MEDIA ASSETS

The Contractor shall have the exclusive right to the following new multi-media assets during the periods designated in this Exhibit, all of which have been approved by University:

New Asset Approval Status University to use Implementation Cap Ex Dollars Timeline for Asset Boshamer Stadium - Backstop Approved No 2018 Baseball Season simiage Kenan Stadium - Blue Zone Approved TBD 2018 Football Season Concourse Club naming Kenan Staclium - LED Signage Approved Yes 2017 or 2018 Football above Twmels Season Kenan Stadium - Suite Naming Approved TBD 2018 Football Season Rights Kenan Stadium - End Zone Club Aooroved No 2017 Football Season Digital Media Backdrop Aooroved TBD August 2017 Smith Center - Club 110 Approved No 2017-18 Basketball Season Smith Center - Courtside Club Approved No 2017-18 Basketball NaminJ:1; Season Smith Center - Digital Signage Approved TBD 2017-18 or 2018-19 on Concourse Basketball Season Smith Center - Non-TV visible Approved Yes 2017-18 Basketball digital courtside siimage Season Smith Center - static scoreboard Approved No 2017-18 Basketball sismage (2 si1ms to sell) Season Smith Center - Entrance Approved No 2018-19 Basketball Entitlements Season Smith Center - Basket Stanchion Approved No 201 7-18 Basketball Static Signage (side) Season Smith Center - TV Visible Approved (within No 2017-18 Basketball Courtside Siima.i:i;e End Caps existing footprint) Season Smith Center - Shot clock Approved No 201 7-18 Basketball sifillage Season

-68- In addition to the foregoing, Contractor has proposed the following assets, which University is still reviewing for approval:

New Asset Approval Status University to use Implementation Cap Ex Dollars Timeline for Asset Parking lot entitlements Under review No 2017 Football Season Smith Center - Additional club Under review No 2017-18 Basketball level tickets Season

-69- EXHIBITK NEW CAMPUS MEDIA INVENTORY

I . From the following list of sponsorship categories, University and Contractor intend to mutually agree by December 1, 2017 on a category within which Contractor shall have the right to obtain a strategic corporate partner in connection with a University campus-wide partnership:

• Banking/Financial Services • Office Supplies • Computer Hardware • Insurance • Pouring Rights • Shipping • Air Travel • Wireless • Solar/Other Energy • Janitorial/Facilities Management • Software • Moving and Storage • Groceries • Hotel Lodging

2. On September 1, 2018 and on September pt of 2019, 2020, 2021 and 2022, from the above list of categories (as modified from time to time in accordance with Paragraph 4 below), the Parties intend to identify and assign to Contractor a Category for which Contractor shall have the right to obtain a strategic corporate partner for a University campus-wide partnership.

3. For clarity, the Parties agree that the list of sponsorship categories in Paragraph 1 is not meant to be the exclusive list. The Parties will therefore discuss other sponsorship categories to be added to that list.

-70-