Memorandum of Understanding The Hamilton Tiger-Cats (“HTC”), working with the University of Guelph (“University”), would propose this Memorandum of Understanding (this “MOU”) as working document with the goal of making the University of Guelph (“Guelph”), the home base for the Hamilton Tiger-Cats in 2013. The Hamilton Tiger-Cats are the oldest professional sports team in North America dating back to 1869. A proud and historic franchise with a tremendous national and regional following, the Tiger-Cats are on the precipice of a new golden era with the Pan Am Stadium opening as the home of the franchise in 2014. The 2013 season marks a tremendous opportunity for the Tiger-Cats to continue to execute their highly successful strategy of “regionalization”, and are currently looking for the right partners to enjoy a very mutually beneficial 2013 campaign. The Canadian Football League is “Canada’s League” and with the 100th Grey Cup Celebration in Toronto just over a month away, the importance and relevance of our league has never been stronger. With over 2 million Canadians annually attending games and with more than 60 million Canadians watching on TSN, making the CFL the #1 property on TSN, clearly the 2013 season represents a significant branding opportunity and partnership. The purpose of this MOU is to set out the broad parameters of our proposed relationship to ensure that all concerns are addressed prior to formalizing a definitive agreement regarding the subject matter of this MOU (the “Definitive Agreement”). This MOU shall not be taken as including all of the terms and conditions of the Definitive Agreement, which remains subject to further discussions. This MOU is not intended to, and does not, constitute a binding offer or agreement regarding the subject matter of this MOU nor an agreement to enter into any contract or agreement regarding same and it is expressly understood that no liability or obligation whatsoever (other than pursuant to the Binding Provisions) is intended to be created between the 1 Memorandum of Understanding –TIGER-CATS / UNIVERSITY OF GUELPH PRIVATE & CONFIDENTIAL parties hereto. Only when the Definitive Agreement has been signed and delivered by the parties, will the parties be legally bound by such Definitive Agreement. By signing this MOU, each of the University and HTC acknowledges and agrees that it is intended that the following will be reflected in the Definitive Agreement: The Hamilton Tiger-Cats will: • Be responsible for all costs associated with hosting the team at the University. • Play a minimum of one preseason and six regular season games and a maximum of one preseason and nine regular season games at Alumni Stadium. These games will be scheduled throughout the CFL season. • Potentially host the Vanier Cup at Alumni Stadium at no financial risk to the University. • Attempt to schedule all games to minimize conflicts with the school calendar. Schedule games to avoid conflict with the University’s football weekends and other university events that might result in significant parking restrictions (e.g., fall preview day). • Work with the University and the City to arrange for police coverage, security, Emergency Medical Services, additional transit needs, and all other city requirements, costs regarding such arranging and all such services to be covered by HTC, including all of the University’s out-of-pocket expenses regarding same. • Be responsible for the full cost of all game day operational costs including security, traffic, parking, transit, and operations staff, and clean-up. • Control sponsorship inside/outside the stadium on game days, subject to University policies regarding sponsorship. Temporary field logos will be used. After each game the HTC will remove any logos identified by the University as not consistent with University policy (e.g., alcohol sponsorship) and return the field in its original condition. Work with our corporate sponsors to develop relationships with the University. • Be responsible for all concessions (subject to existing University arrangements, if any) and receive all proceeds, proceeds being, among other things, after all costs incurred by university in relation to all such concessions. 2 Memorandum of Understanding –TIGER-CATS / UNIVERSITY OF GUELPH PRIVATE & CONFIDENTIAL • Staff the parking lots and receive all incremental parking revenue associated with our games. • Ensure that the University of Guelph receives a minimum of two commercial spots (content to be approved by the University) on each National Broadcast plus other in game features. Estimated value of $150,000 • Keep the Gryphon’s logo at centre field. A value of $250,000 based on existing rate cards. • Provide two internships to Guelph students for each of the next five summers • Assume full responsibility and costs for all facility installations, adhering to all building codes, accessibility requirements, and University policies. • Arrange for busses for fans coming from Hamilton to help reduce parking congestion. • Enter into an arrangement with OMAFRA to rent additional parking spaces for game days. • Provide $50,000 to help cover additional operating costs (e.g., project management). • Provide a gift of $450,000 toward the Gryphon Athletics Capital Campaign for the New Athletic and Recreation Centre, to be recognized with an appropriate naming opportunity. • Responsible for all damages to facility and any claims arising from use of facilities. • Provide proof satisfactory to the University of comprehensive liability insurance and any other forms of insurance as required by the University The University of Guelph will: • Provide to the HTC full usage of its stadium and parking facilities as noted below for HTC home game days during the 2013 season. • Provide HTC access to the stadium and parking facilities for pre-game set-up, and facility renovations, subject to agreements mutually agreed to by both parties. • Join the HTC at a Press Conference announcing the2013 season. • Provide a liaison (project manager) to work with HTC on all logistics. • Cover the track to avoid extraordinary wear and tear. • Provide parking spaces in the following parking lots for Ti-cat use for game days: P19 (325), P13 (450), P14 (240), P17 (75), P30 (480) for a total of 1570 spots. 3 Memorandum of Understanding –TIGER-CATS / UNIVERSITY OF GUELPH PRIVATE & CONFIDENTIAL • Provide P7 for the full season and a portion of P49 for the full season Binding Provisions . Items 1, 2 and 3 below are “Binding Provisions”. 1. The Binding Provisions are, and the Definitive Agreement will be, governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. 2. This MOU will terminate on January 31, 2013. If no Definitive Agreement is entered into on or before January 31, 2013, no obligations whatsoever regarding the subject matter of this MOU will exist between the University and HTC. 3. HTC acknowledges: (a) that portions of the University’s labour force are unionized; and (b) that the University is an educational institution to which the Freedom of Information and Protection of Privacy Act (Ontario) (“FIPPA”) applies. HTC agrees to cooperate with the University from time to time with respect to the University's compliance with FIPPA and any regulations passed thereunder. 4 Memorandum of Understanding –TIGER-CATS / UNIVERSITY OF GUELPH PRIVATE & CONFIDENTIAL.