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