GRANT AGREEMENT ‘This grntagroement (fis “Agroament”) i made effective on March 31,2016 (the “Effective Dae”, betieen George Mason University Foundation, Ine. a Vieginia nonproit corporation (he “Founétion”), Geongs ‘Mason Universit (the "Univesity, an instuentality ofthe CommonWealth of Virgina end the Chass ‘Keck Foundation. 1 Kansis nonprofitcorporation (he “Donor”, forte benefit ofthe George Mason University ‘Schoo! of Law (the “Sehoo”). The term ofthis Agrement shall begin on the Ffectve Date ad shall continue for ton yours (Che "Tern unless earlier temsnated pursuant he teres and conditions ofthis Agreement. The Foundation toe Universi, al the Don arc mata ered to in this Agreement nvidualy ea" Pexty™ tnd collectively asthe "Paties” The Parties agree as follows 1. Promoting Academic Freedom, Consistent withthe Donor’ principles of supporting a diversity of ‘eas in higher edison, the Donors grt is intended to hep promote republic of sence atthe University td the School, whee ideas can be exchanged feey ad vsefel knowledge Wil eoefit the well-being of individets and society. Thus, the Partie agre ht the academic feedom of the University the School, nd thee Tacaly, stodens, nd sf is critical othe meses ofthe Scheal'sreseach, scholarship, teaching, and servic, 2 ‘TheSehool, The Donor desires to suppor the Schotto advance the School's and University's ‘dcatcnal missions as follows: a Ps Mision and Dean, As sat inthe Law Sehoo's grant proposal, which sheeby incorporate nt and made part of this Agreement, and stached as Attachment A (the “Proposal”, the University fas infmmed the Donor and the Donor i lying on such represeiatin, that the Scheal's mission sto become 8 ational leader in legal edvestion by appving tools of economics and che social siences to the study of legal Goctine, process, nd institutions (Ihe "School's Mission”). Dr. Heery N. Butler, who was selected by the Unive, i curently the dean of the School (the "Dean”), The Panes belive the Dean is rtcal part of ‘svaning the School's Mission; therefor, the individual holding the Dean position changes, the University shall immediately notify the Donor. . The Scholae. To-upport the Schoo!'s Mission, the University desis to cesteametit-ased Sseholarsip program to attract approximately 37 studots per academic yest trough he Schoo!’ 2020-21 ‘seademie year (the “Scholarships, so thatthe Schoo avards 285 Scholarships in apregate. The Schoo stall ‘ward the Scholarships based on xtra conte by the School and approved by the Dea as more filly dscebed inthe Poposel, The University deems the funds om the Seboloshps to be ron received ty the University 3 The University's Commitment toa for the School, 1, Generally, The School shall provide funding ding the Team fr twelve new Faculy positions, sition Staffposiions, and suppor for he Center Torte Study ofthe Admisive Sst and the Center for Tiberty fe Law ae more ily deseibe in the Propsel (collectively refered to asthe “Schoo Suppor”). The ‘University sll ees best efforts to ensre at all imes that qualified individuals Hold he Faculty positions ané ‘Stat postions and thatthe Faculty postions snd Sia postion donot become vacant for cy significant period of time andthe they become vane are vefilled. The School has he Sole and solute dsereion fo ‘etermine and cary out all selection, esearch, scholarship teaching, and service athe Schock. b. _unding forthe Schoo Support, The Univesity salle ts noma funding forthe Schoo! slong ‘with she ins sed forthe Scholasipg, inclading the Contibued Arzount as defined in Section & below), ‘which the University deen tobe tition, o provide the Schoo! Suppo. 4. TheDonor’s Support for the Scholarships. Subject tothe terns ofthis Agreement, the Donor agrees to ‘ontibue funds wo the Foundation solely to soppodt the Scholarships to advance te Sehoa’s Mission (all or part 1of sub fund are refered tas the “Conribued Amounts). The maximum aggregate Contributed Amoust tndor this Agreements $10,000,00, Furthermore, ithe University and the Donor mutually agre, the Donor tney also contribute in-kind services tothe University tholp promote the work ofthe University, the School, er the Universi Toculy,stadems, nd staf. 5 Foundation Grant Request; Proposed Grant Award Process and Schedule, 2. The Foundation Grant Request, Tae Foundation sball submit an annual writen proposat scconig to he sehefule below to te Donor forte Don's onsideraion (he "Feu Crest Request”) and ‘an accouting ofthe expenditure of any Contributed Amount previously received, Ifthe Donor approves the Foundation Grant Request, the Donor shall make aconrbuon vp te the amount iste inthe below sched to the Foundetion, and the Foundation ages to aceep such Coatibuted Amount on behalf of the Univesity as Sted inthe below schedule Ifthe Donor, in if soe and absolute discretion, does not spprove the Foundation Gant Request the Donor f under no obligation to contribute any funds tothe Foundation or the Universi. b. Foundation Grant Request and Proposes Grant Award Schedule Foundation Grant Request Date | Donor Response and Proposed [ Contributed Amouat ‘Contribution Date ‘Onaeabaut May 1, 016 ‘Da otabout uly 2, 2016 pie 3 S000 Mareh 2017 ‘One sbout May 1, 2017 Upto $7,300,000, ‘Match 1, 2018 ‘Ou orsbout May 1.2018 ‘Upto $3,000,000 ‘Miaveh 12019 ‘Ono about May 1.2019 Tp to $3,000,000 ‘Mare 1, 2020; ‘Ono shout May 1.2020 Up $2,000,000 ©. The Fund, The Foundation shal place all of the Contributed Armount in segregated and _etctd find on ils books snd records called the “Charles Koch Foundation Fund forthe George Mavon ‘University Schoo! of Law" (the "Fund"). The Pant shall be used solely to support he Scholarship as sated in this Agreement 4. Contingent Gra. The Donor's support under his Agreements expressly contingent upon he Foundation and te University colleetvelyelsiog $20,000,000 from acer donors to provide funding forte ‘Scholarships (the “Adltlonal Donor Suppor), which, pursuant to Seetion 3h the University deems to be ‘ution to provide the Schoo! Support. Therefore, the Dong shall ot provide any ofthe Contributed Amount oF ‘be obligated to Ul any other obligation unl the Foundation and the University collectively receive the ‘Aditonal Donor Support and provide the Donor with aoe of receipt of the Adiional Denor Support. 6 Contributed Amount Used Solely for Educational Purposes forthe Scholarships According to IRS records the Foundation san orgenizatin deserbed within the seening of ntral Revere Code (Ihe “Code sssont S013) and SOSGX I). Th Uaiversity bs Tniched ‘he Dovor wth records showing tha tis an organiation deserted in Code section 170¢X1) or S11C@X2)(3). ‘The Foundation snd the University agree to immediately nef the Donor thee respective tx states change . _Eduttonsl Purpose, The Conributed Amount will be expended solely for the Scholarships, ‘which ia educational purpose described in setion 171(6\2XB) ofthe Code. The Contibued Arnownt wil not ‘be used oinluence fepsaton as deseribod in section 170(¢(2\@), fo influence the outcome of any election, for political campaign or interven, to cary an any voter regis dive, or any ther purpose that Weald Jeopardize the Donors txcexenpt status orebjest the Donor to penalties undes Chapter 42 of the Code& __ TheScbolaehips, The Foundation and te University shall use all Coreibuted Amounts solely to suyportthe Scholarships w stated in his Agreemnt and sal recur othe Doner any Conibuted Amount not ‘pended for the Scholarship General Provisions, The Danor has the right ints sole and absolute discretion to termina this Agreement or Aliscontinge or withhold any Conttbuted Amount if () die Feundation othe University asm fully complied ‘ean any provision set forth ots greeter) he Foundation or he Univesity ase nok provid he Setol Support a sted in the Proposal; or (i) such ation s necessary to comply with any law applicable to the Foundeion, the University, orthe Donor. Such errainatio sal te deemed effective pon the expiration of thiy (20) days fom the die notice was provided by the Desert the Foundation or the University. In the event termination ofthe Agzeeren, the Pondaton and the University each agre to return ll unexpended ‘Contributed Amounts tothe Donor within fiteen (15) days ofthe Donor’ request. The Foundation and the [University each represent and warrant hat they are nt relying on the Donors proposed funding under his Agreement 10 incr any obligation or take any action o nation. bb, The Pasties shall give cach thera reasonahle opporunity to review any significant public announsement relate tothe Agreement. The Pats shall nc se cach otber's Jogcs without the applicable Pars express writen consent & The Foundation andthe Univesity agree to keep contdentl and nat to dseose wo any hid ary the existence of or contents ofthis Agreement without exes writen approval rom the Dor, excap as ‘thei may be required by la, incloding but ot Fimies to the Visgnia Freedom of Infomation Act, Ihe oundston i equited to dislore the existence of or the coment of his Agreement to any third pat, the Foundation agrees to provide the Donor prompt wien notice in vance of such disclstre. Ifa request is made ‘ofthe University to dlelose te existence of rte conten ofthis Agreement, he Univesity egress to provide the Donor prompt writen notice of soc request. 4. Theterms comaied inthis Agreement supersede ll prior oral or writen agreements and nderstnings between the Parties relied wo the maters contained in his Agreement and shal constitute the lente agreement between the Parties with respect to the maters contained in this Agreement. Inthe event of confit between the provisions stated in he body ofthis Agreement and those statod inthe Proposal, this Agreoment shall easel. This Agent shall not be modified or mended except by a weting duly executed by the Panis to this Agreement. The provisions ofthis Agreoment ae deemed severable and should any pr, ee, o provision of| this Agroement be coasted bv sny cout of compet uriditon tobe ila, invalid or nenforeable, the lagalty, vali and enforceability ofthe remsining part, es, and peovisions wil act be fected thereby. |. Nodsiy or tue on any Party's prtto enforce any right or im which tray have hereonder shall constate a waiver of such ight or claim. Any waiver by any Paryof any term, provision, or condition of this Apremens, or of enysubsesuentdeftlt under this Apeement any ene or more asances shal ot be dovmed to be firther or eotinng waiver of such tem, provision, or oaditon oro any subsequent defualt bereunder i, This Apreament does nt confer any rights or remedies upon any tir pay othe than the Parties to this Agreement and toi respective successors ad permitted stan 3J. ‘This Agreement wil be gover, jeterpeted and enforced in secorance withthe laws ofthe CCommenwesth of Virginia, without regard to confit of law provisions. The Parties agree tat sy action or procecing filed relating to thie Agreement wil be commenced and maintained exclusively in tho state cous located in Actinglon Covnty, Virginia, ote federal courts located inthe Eastern Distt of Virginia. Fach ofthe Pardes hereby exprsily consents oth exclusive personal jurisdiction of such courts for any such ection or proceeding. The Foundation ena me Untvesty may at wansfe or asign tei respective tees the Agreement or any amount oe contributed partum to his Agrocmont without the express writen consent ofthe Donor 1, All notices, approval, or equest in connection with his Agreement shall be in wring and shall be deemed given when delivered personally by hand or one business day after the day sent by overnight ‘courier (in each case wit witen confirmation of rector ansmission, as the case may be) a the fllawing ‘ares (oro such other address as a Party may have specified by notice to the oer Party pursuant otis provisien): fo he Foundation: ft de University: George Maton University Foundation, In. George Mason University Oiice ofthe President, MSN TAS fice ofthe President, MS 21 11400 University Drive 4400 University Drive Faire, Virginia 22080 Feira, Virginia 72030 tothe Donor: Charles Kech Foundation 1320 N. Courthouse Road, Suite $00 Adlington, VA 22201 ‘stn Grant Administrator ‘Ce: General Counse's Office ‘m__ This Agreement nay be excl in several countzrpas, each of which shall constitute an criginal ane al of which when taken topeter, shall constite one agreement or direction. Copies of signatures (rhthe facsimile or ther elecronictansnision) fo tls Agreement shal e dened to be originals and may be relied upon tothe same extent a the orginal {Signarre Page Follows)‘The Pais have hereby executed this Agreements Gated below, but agree th his Agreement is effective as of the Effeive Date, GEORGE MASON UNIVERSITY (GEORGE MASON UNIVERSITY FOUNDATION, INC. 1 = oe singh ) oe acl ‘Name: Bingham ‘Name: Angell “Tile: President “Tiles President Dae: 3-3-1 Dae:__Seal le eee cf ee Dame: Brian Hooks “Title: President Dawe: 5/34] '+GEORGE | oman an TRON | Fermi ‘George Mason University Scholae Grant Propostl ‘Sabie by Dean Henry Niner ote Gear Mason University School of Lan’s sion isto Become ata lenin legal eatin by apy {Gel evounie sl oer soda eicnes he ay of gal doce proc, td nts such ele tla at ents to Constttonl sore. To accom spas tht Law Scoal nen. + snzat high quay ste ond edoctete gros, with pass on egal serch and wring os ‘wall wsemployment ces, “Minas gh out stander hat efit he igh ambion ofthe Sehna'Isouctonl pogran. + Ren fc onthe sy of Law & Beane, which a ecogazable and recogni brand and which Fumie the fay witha common cule and ame cf refsencen which lo srt the Stools peariies, + Develop aon! elated ara of concent an intellectual edership sch as inlet propery, Tega hun, costal ude, mnie a he eltionahip Broun law wd br Scholarshins “The Schl propose open rn fends incre th quany and quay ofthe sues ody over the next S yeas ‘School Snpport Facaly Postons “The Sco! wil ncn fly oer sprosinitly 4S pesos by hg twelve ne fray members ia rer support growth the sae body Thre senior ve nw pass, ‘Thee ssl evel a pees and + sie ssastancleve lw protons Stal Posions| “The Scot wil play ae one senor media referonl a markt he Schoo 110 pspectv stent an {oe he esearch of te Sebo’ profesor so seats ber known both inside nbd oie cadena, Center Support “The Seo wll advance te soa of we new aoaemic conten imeaopuation with he Schoa's Law & Benomis Centr + Cente frthe Sn ofthe Admintatve Sie + Ceuta fr Liber & Lew Acai reed ofthe School In cordance with academe feed, he Sheol, complance will applicable University oicies and owsdues, hse sl sd bat sretonodoteine and ary atl selec, nce scblap, [Exc and sence at he Schoo. The Seo! contol he seth, cline, dsl process fre ely potions nd Stl psios, and wl inependedy eet tidal forthe Fal aston an Sia ston in acerdunce with be Universiy’s polices, which nctade approval fhe Deas who caren De FenyN. Beer appovl of te Provo, and approval the President foal Bin.