bo 4 February 25, 2016 Mr. H. Michael Williams Director of Athletics University of California, Berkeley Haas Pavilion, #4422 Berkeley, CA 94720 Re: Under Armour Offe yr — Athletic Apparel Outfitter and Sponsorship Agreement modal ty Tha Rogonts of the Universi af Calfornia, on betel af tee University of California, Berkeley campus Dear Mr. Williams: ‘Thank you for spending time with me and some of my teammates at Under Armour recently. Hopefully you feel ‘our mutual passion and desire to build our collective brands globally. Under Armour, Inc. ("Under Armour") is proud and honored to present The Regents of the University of California ("University") with the material business terms set forth herein which outline the proposed partnership between the University's Berkeley ‘campus (“Campus”) and Under Armour. This offer letter (the “Offer Letter’) is subject to the execution of a long form agreement, which will contain additional, mutually agreeable standard terms and conditions, including but not limited to termination, indemnification, insurance, trademark use, rights of first negotiation and first refusal, default, and remedies clauses that would be expected in a transaction of this nature (‘Long Form Agreement’) 4. Term. The term of the Long Form Agreement will be ten (10) years commencing on July 1, 2017 and ending on June 30, 2027 (‘Term’). A “Contract Year" will mean each twelve (12) month period beginning on July 1 and ending on the next following June 30 during the Term. Under Armour's offer in this Offer Letter will remain valid for a duration of time sulficient for Campus to satisfy the right to match held by its existing athletic product outfiter. The Offer Letter will become effective upon the date it is signed by both partes ("Effective Date") and will terminate upon (a) a material breach by either party of the terms of the Offer Letter, if the non- breaching party provides the breaching party 30 days notice of its breach and the breaching party fails to cure said breach, or (b) the execution of the Long Form Agreement, or (c) Campus's existing athletic product outfitter ‘exercises its right to match or exceed the terms contained in this Offer Letter and University and Campus’ existing athletic product outfitter execute a binding, mutually agreed upon contract that matches or exceeds the terms contained in this Offer Letter. 2. Exclusive Outfitter and Supplier, Under Armour will be the exclusive official outfitter, supplier, and sponsor of all Campus varsity intercollegiate athletic teams, coaches, and staff, as well as the exclusive apparel supplier of the Campus's recognized intramural and club teams for Campus team-related: (a) athletic and athletically-elated apparel, footwear, and accessories, (b) sports equipment (subject to any (i) pre-existing contracts that Campus has with respect to sports equipment as set forth in Exhibit A, and (ji) any applicable Conference and NCAA rules or requirements relating to games or competitions hosted by an opposing school, or by the Conference, NCAA, or another sanctioned tournament/event host) and (c) connecied fitness products. Under Armour's rights and designation under this Offer Letter do not extend to any youth camps, summer ‘camps, or other sports activities that are operated by tid parties or are otherwise not under Campus's direct control; provided, however, that where possible, Campus wil use reasonable efforts to encourage the use of Under Armour products at such events 3. Partnership Elements. Under Armour will provide the following benefits to Campus's athletic teams, coaches, and staff, as well as to the Campus faculty, students, staff, and community, during the Term as follows:> 4 (a) Athletics Department Partnership. Under Armour will provide consideration to the Campus's Athletics Department with a total value of $85,600,000 during the Term as follows: () Signing Bonus. Under Armour will pay Campus a one-time signing bonus of '$3,000,000, at least $2,000,000 of which will be allocated by Campus toward the rebranding of Campus's athletic facilties with Campus and Under Armour marks, names, and logos. The signing bonus will be paid within forty-five (45) days following the commencement of the Term. (i) Cash Compensation. Under Armour will pay Campus a total of $35,000,000 in cash ‘compensation during the Term, allocated in installments of $3,500,000 in each Contract Year, (ii) Product Allowance. Under Armour will provide Campus with Under Armour products totaling $47,600,000 during the Term valued at retail pricing for purposes of outfiting Campus's varsity intercollegiate athletic teams, coaches, and staff. The numbers below also reflect Under Armour paying all standard ground shipping costs. The product allowance will be allocated in each Contract Year as follows: Contract Year Product Allowance Amount A (7AM — 6/30/18) $5,300,000 #2 (78 — 6/30/19) $4,300,000 #3 (7AM — 6/30/20) $4,400,000 #4 (771720— 6/30/24) $4,500,000 #5 (771724 — 6/30/22) $4,600,000. #6 (7/1122 — 6730123) _ $4,700,000. #T (7/1723 ~ 6730/24) $4,800,000. #8 (7/124 — 6/30/25) $4,900,000. "| #9 (7/1/25 — 6/30/26) z '$5,000,000 #10 (711/26 — 6/30/27) '$5,100,000 (iv) Performance Bonuses. Under Armour will pay Campus performance bonuses based Con the achievements of Campus's varsity teams as set forth in Schedule A attached hereto. (¥) Additional Products: Roll Over. In the event Campus requires additional products for its varsity intercollegiate athletic teams, coaches, and staff in a Contract Year beyond the applicable product allowance amount, Campus will be permitted to purchase such additional products from Under Armour at Under ‘Armour’s then-current wholesale pricing. Campus will be permitted to roll over up to $200,000 worth of unused Product Allowance in a Contract Year to the next subsequent Contract Year. (vi) Men's Basketball Initiatives. Under Armour will reserve a minimum of two (2) spots at the SC30 Select Camp (or a substitute premiere grassroots basketball event owned by Under Armour) in each Contract Year for Campus. In addition, Under Armour will ensure that Campus is able to order commercially ‘current, in-season Stephen Curry (or other premiere Under Armour sponsored basketball player) signature products for its Men's Basketball Team during the Term. Further, Under Armour will invite Campus's Men's Basketball Tear to participate in Under Armour's college men’s basketball tournament held at Madison Square Garden at least two (2) times during the Term. If Under Armour develops any benefits of this nature for women’s basketball or other women's sports, Under Armour will offer Campus the opportunity for its applicable teams to participate in such benefits at a level commensurate with this Section (vi). (©) Other Consideration. Within the first three (3) Contract Years, Under Armour will enhance its grassroots football presence on the Wost Coast, including concepts such as creating an annual elite Quarterback event and using commercially reasonable efforts to sponsor other grassroots football camps / events to be held in West Coast markets during the Term. It is understood that Campus may have no involvement in any events involving prospective student-athletes pursuant to NCAA by-laws.> 4 (©) Campus Partnership. During the Term, Under Armour will provide consideration to the Campus community as follows: (Research and Development. Upon Campus's request, Under Armour will designate one (1) employee to work collaboratively with Campus's faculty and staf from Campus's Innovation Lab — such employee willbe funded jointly by Under Armour and Campus, and Under Armour will contribute a minimum of '$20,000 per Contract Year for the frst three (3) Contract Years for such employes. In addition, upon Campus's request, Under Armour will hold Under Armour Future Show, an annual event which invites inventors to showcase their innovative products, on Campus at least three (3) times during the Term at Under Armour's ‘expense, which wil provide an estimated minimum value of $280,000 to Campus on each occasion. Further, ‘upon Campus's request, Under Armour will use commercially reasonable efforts to cause the Cupid's Cup, en annual nationwide competition which allows undergraduate and graduate students to showcase thelr inventions, to be held on Campus at least three (3) times during the Term ~ the Cupia's Cup will provide an estimated minimum value of $200,000 in value to Campus on each occasion. Under Amour will be responsible for paying all costs associated with these events. Sports Performance. Under Armour and Campus will partner to promote mutually agreed upon athlete performance initiatives. The parties will meet in good faith to discuss the specific scope of such partnership and specific initiatives following the commencement of the Term. (ii) Recrestional_and Intramural Sports. Under Armour will provide Campus with Under ‘Armour products in each Contract Year totaling $260,000 based on retail pricing for purposes of outfitting ‘Campus's recognized club and intramural sports teams, and the related staff and business partners. (iv) Cal Alumni Association. Under Armour will provide Campus’s Cal Alumni Association with Under Armour products in each Contract Year totaling $40,000 based on retail pricing for purposes of outfitting the Cal Alumni Association, its staff, and key business partners. (v) Campus Celebration Events. Under Armour will provide Campus with a total of 8,000 t- shirts in each Contract Year to be allocated for Campus's Cal Day and Faculty/Staff Appreciation Day, which is a value of $200,000 based on retal pricing (vi) Campus Marketing; Retail Products. (A)__Under Armour, or its exclusive licensee for Under Armour products bearing collegiate trademarks (‘Licensing Partner), will reimburse Campus $300,000 for the costs associated with renovating and building out a new retail location at a mutually agreed upon Campus athletic facility (¢.9., Memorial Stadium, Haas Pavilion, ASUC Student-Center, or Recreational Sports Lobby) per a review of a ‘mutually agreed upon retail strategy that contemplates lease cost, available locations, and build out. Any such renovation or build-out will be done in Campus's reasonable discretion, based in part on the mutually agreed upon retail strategy. (8) In conjunction with Under Armour andlor Licensing Pariner's sale of products bearing the Campus and Under Armour names, logos, and other trademarks ("Marks"), Under Armour or Licensing Partner will pay Campus minimum guaranteed royalties of $400,000 in each Contract Year io ‘Campus's Licensing Department either directly or through Campus's licensing representative, if applicable, based on the prevailing standard royalty rate. In the Long Form Agreement, Campus will grant Under Armour an exclusive license to produce, market, and sell repica and authentic uniforms and performance products bearing Campus's Marks. In addition, Campus will agree not to grant a license to any of Campus's Marks to Nike, adidas, Reebok, Russell, New Balance, or Puma for use in connection with any products or services during the Term. For purposes of this provision, ‘performance products" means athletic apparel, footwear, and accessories produced by Under Armour for retail that (I) have @ unique construction (e.g., compressionitightbo 4 {gear); andior (II) have moisture-wicking fabrics that assist the wearer during exercise and general athletic tasks in all types of weather; andior (Il) are marketed as assisting such construction, fabrications, andior special characteristics. (vi) Campus Community. To help connect and enhance the experience of the entire Campus community, Under Armour wil (A) Permit ful-time Campus faculty and staff and eligible students to purchase UA HealthBoxes which Campus may make available through the Campus's UPP benefits webpage, subject to applicable UC policies and Under Armour's reasonable review of and ability to use such platform, at a discounted price of twenty-five percent (25%) off its then-current retail price. The value of this discount is $100 for each HealthBox purchased; (8) Conduct and support at least two (2) Campuselated fitness or nutrition challenges mutually agreed upon by the parties on Under Armour’s connected fitness platforms in each Contract ‘Year to engage the Campus community, alumni, and fans and promote health and wellness, which will provide ‘Campus with an estimated value of $400,000 for each challenge; (C) Subject to good faith discussions and mutual agreement by the parties, collaborate with Campus's dining facilities to upload available nutritional information onto Under Armour's connected fitness platforms and update such content at least two (2) times per Contract Year, which will allow Campus students, faculty, and staff to track the nutritional contents of what they eat and drink each day, and will provide Campus with an estimated value of $25,000 per Contract Year, (0) Provide discount codes and/or free trial premium subscriptions to Under Armour’s connected fitness platforms to fulltime Campus faculty and staff and eligible students, which will provide a discount of $20 per person; {E) Employ up to three (3) interns (undergraduate or graduate Campus students) selected by Under Armour in each Contract Year in Under Armour’s global offices, which will provide an estimated minimum value of $80,000 per Contract Year, (F) Employ up to two (2) Campus graduates on a fulltime basis in each Contract Year selected by Under Armour in Under Armour's global offices, which will provide an estimated value of {$350,000 in value per Contract Year; (G)_ Cause its San Francisco-based team to participate in @ minimum of one (1) mutually agreed upon charitable or give-back activity with Campus in each Contract Year, which will provide ‘Campus with an estimated value of $40,000 per Contract Year; (H) Cause its San Francisco-based team to provide space at no cost to Campus in its office location to host at least one (1) mutually agreed upon Campus event per Contract Year, which will provide Campus with a minimum of $5,000 in value per Contract Year; and (V)___ Provide at least forty (40) hours of mentorship and consulting to Skydeck or other mutually agreed upon Campus academic and research initiatives per Contract Year, which will provide ‘Campus with a minimum of $10,000 in value in each Contract Year. (vii) Campus Apparel. Campus departments will be permitted to purchase Under Armour products from Under Armour which Campus may make available through the Campus's UPP benefits webpage, Subject to applicable UC policies and Under Armour's reasonable review of and ability to use such platform at a discounted rate of forty percent (40%) off Under Armour's then-current retail pricing for purposes of outfiting their staff with work uniforms and work-rolated apparel> 4 (ix) Value. Please note that the value of the benefits provided to Campus as set forth in this ‘Section 3(b) have in most cases been calculated based on Under Armour's cost to provide each benefit. It is important to note that the actual value to Campus of each such benefit likely is significantly greater than the values stated above in terms of the value to Campus and in terms of the price Campus would have to pay to purchase such services or benefits from a third party. These elements will also provide to Campus benefits that exceed the values listed in this Section 3(b) due to positive marketing exposure for Campus, good will and increased morale within the student body and Campus community, and the potential realization of future marketable technologies, intellectual property, and products. 4, Corporate Social Responsibility. Under Armour and Campus will collaborate during the Term on corporate social responsibilty issues and initiatives. In this connection, within the first two (2) Contract Years, Under Armour will become @ member of the Sustainable Apparel Coalition (‘SAC’) and form an Extemal Sustainability Stakeholder Reporting Panel, pursuant to which Under Armour will engage at least one (1) mutually agreed upon member of Campus's faculty to consult on operationalizing and enhancing Under ‘Armour's sustainability vision and program. In addition, Under Armour will work with Campus facuity and staff on a Product Life Cycle Analysis pilot program, increase transparency of its supply chain through its continued ‘work with the Fair Labor Association, comply with California's Transparency in Supply Chain Act, and evaluate other initiatives that may serve to support ils social sustainability efforts. Under Armour will also maintain a membership in good standing with the Fair Labor Association (so long as its terms and policies remain similar to what they currently are) or with a like organization or entity that is mutually agreeable to the parties (such as, and only by way of a non-exclusive example, the SAC); facitate access to its vendors’ factories by entities and ‘on terms and conditions that are mutually agreeable to the parties where collegiate goods are assembled or where Campus Marks are affixed to such goods; and continue to strive through its assessment program to ensure that its production of Campus-licensed products are manufactured in structurally and fire-safe buildings. Under Armour represents that to the best ofits knowledge Under Armour is in compliance with the University's Code of Conduct. for Trademark Licensees as currently constituted (found at http:/policy. cop eduldoc/3000190/CodeTrademarkLicensees) based on the Interim Administrative Guidelines {0 Assure Contractor and Licensee Compliance with the University of California Code of Conduct for Trademark Licensees dated June 19, 2000, and will endeavor to remain in compliance with same, 5. Women's Initiatives. Within the first three (3) Contract Years, Under Armour will partner with Campus to develop a women's leadership academy. 6 Community and Philanthropic _Initatives. Under Armour will invite one (1) or more Campus representatives to provide input on philanthropic initiatives that Under Armour will pursue as part of its Global Philanthropy strategy that will have a nationwide or global impact, potentialy including initiatives in the areas of health and wellness, women's health, and/or youth fitness. 7. Service and Support. Campus will be serviced and prioritized at a level consistent with Under Armour's highest profile collegiate partners. 8. Creative Co-Branding Services. Under Armour will designate @ minimum of two (2) employees on its Brand and Design teams to assist Campus with the creation of marketing materials, storytelling, and the promotion and unification of the Cal Athletics and UC Berkeley brands. 9. Marketing Rights. Campus will provide Under Armour with mutually agreed upon marketing benefits throughout the Term, including, at a minimum: (A) Campus Athletics Department. Under Armour will receive: (i) best-available tickets and parking passes to all varsity team home and away regular and post-season games; (ii) name and logo placement in Campus Athletic Department marketing materials, including team programs, calendars and posters; (li) logo placement on all official Campus Athletic Department websites related to the teams; (iv) e-mail blasts positively promoting Under Armour distributed to Campus's Athletic Department database; (v) promotion of Under Armour>= 4 ‘andlor its products in offical Campus Athletic Department social media channels, subject to applicable Campus policies; (v) public address announcements and LED signage (i applicable) ai tam games; (vi) the official esignation of Oficial Outtter of Cal Athletics;” and (vi) promotional appearances in each Contract Year by Campus's hoad coaches. (8) __ Campus Recreational Sports. Under Armour will receive naming rights on Campus's intramural “Wall of Fame" ifthe parties mutually agree to develop such Wall of Fame during the Term. In addition, Under ‘Armour will recsive mutually agreed upon extensive and prominent signage and logo placements throughout ‘Campus's recreational sporss and intramural facies, (C) Other Benelts. Under Armour will receive access to other Campus benefits and programs as ‘mutually agroed upon by the parties. {D) Cal Alumni Association. Under Armour wil recive $40,000 in value of mutually agreed upon ‘marketing assets in esch Contract Year trom the Cal Alumni Association as agreed upon by Under Armour and the Cal Alumni Association. Marketing elements wil include mutuely agreed upon e-mail, sacial media, print and digtal marketing assets in compliance with University and Campus polices and guidelines, 10, Right of First Negotistion / Right of First Refusal. The Long Form Agreement wil include standard rights of First negotiation until eighteen (18) months prior o the expiration of the Term to agree upon mutually satisfactory terms of @ renewal or successor agreement, and a right of fist refusal period through 120 days after the expiration of the Tarm that provides Under Anmour with fifteen (15) business days to match or exceed the ‘material terms of a third part proposal 11. No Pubic Announcements. Except for Campus's obligations in lis existing athletic product outfitter ‘agreement and any obligations as @ public university under the Calfomia Public Records Act Request or 3s required by law, nether party wil issue any pubic slatements or press releases concerning this Offer Letter, or ‘isclosa tha torms ofthis Ofer Letier or any resuling relationship without the pior writen approval ofthe ather party ‘Thank you in advance for your consideration of this offer. We believe that Under Armour's record of industry leading product design, its ably to tel the athlete's siory and its passion for innovation and excellence will best position Campus tD achieve its goals of exceling in aihleic competion, uniing the Cal and UC Berkeley brands, and “reacting farther" with the Campus and local communes. if you have any additonal questions regarsing the terns outlined herein please contact Nick Carpareli at ncarparali@underarmour.com. We look forward to hearing from you. Go Bears! Best Regards, Kevin Pank “EA Chief Executive Officer ‘Campus agrees that it has selected Under Armour as its exclisive sports apparel outfitter, partner, and sponsor ‘pursuant to the terms set forh in Campus's Request for Proposal and Invilation to Submit Bids, and agrees to ‘accept the terms set forth above in this Offer Letter if such terms are not matched or bettered by Campus's ‘current sports apparel outitter partner pursuant to the terms of Campus's current agreement with such sports ‘apparel company: By: Manes. Rebar _ pate: February 26,2016 ‘Tive: Director, University of California, Berkeley Business Contracts and Brand Protection on behalf of The Regents of the University of California 6>i 4 ‘SCHEDULE A PERFORMANCE BONUSES FOOTBALL TEAM National Championship Bonus Under Armour will make a payment of $250,000 to Campus if the Football Team wins the CFP National Championship Game. CFP Semi-Final Appearance Under Armour will make a payment of $150,000 to Campus if the Football Team ‘appears in a CFP Semi-Final Game CFP Bowl Game Appearance Bonus Under Armour will make a payment of $100,000 to Campus if the Football Team makes a CFP Bowl game appearance. Non - CFP Bow! Game Appearance Bonus Under Armour will make @ payment of $25,000 to Campus if the Football Team Participates in a post-season bow! game. Conference Championship Bonus Under Armour will make a payment of $50,000 to Campus if the Football Team is the Conference Champion, where the Conference Champion is defined as the winner of the Conference championship game (j.., not the regular season Conference Champion). 10 Win Season Bonus Under Armour will make a payment of $10,000 to Campus for winning ten (10) Football ‘games during regular-season play. 10+ Win Season Bonus Under Armour will make a payment of $10,000 to Campus for each win over ten (10) Football games during regular-season play, National Coach of the Year Bonus Under Armour will make a payment of $10,000 to Campus if the Head Coach of the Football Team is named AFCA Head Football Coach of the Year. MEN'S BASKETBALL TEAM National Championship Bonus Under Armour will make a payment of $200,000 to Campus for winning the NCAA National Championship Tournament. Regular Season Conference Championship Bonus Under Armour will make a payment of $35,000 to Campus for finishing 1" in the Conference regular season Conference Tournament Championship Bonus Under Armour will make a payment of $75,000 to Campus for winning the Conference tournament. NCAA Tournament Under Armour will make a payment of $10,000 to the Campus for making an NCAA Tournament appearance. Additionally, if Campus advances to the “Sweet Sixteen",Under Armour will make a payment of $10,000 to the Campus. Additionally, if Campus advances to the “Final Four’, Under Armour will make a payment of $50,000 to Campus, National Coach of the Year Under Armour will make @ payment of $35,000 to Campus if the Head Coach of the ‘Men's Basketball Team is named the Naismith Coach of the Year. Conference Coach of the Year Under Armour will make a payment of $10,000 to Campus if the Head Coach of the Men's Basketball Team is named the Conference Coach of the Year. WOMEN'S BASKETBALL TEAM ‘National Championship Bonus Under Armour will make a payment of $100,000 to Campus for winning the NCAA National Championship Tournament. Conference Tournament Championship Bonus Under Armour will make @ payment of $40,000 to Campus for winning the Conference tournament. NCAA Tournament Under Armour will make a payment of $5,000 to Campus for making an NCAA Tournament appearance. Additionally, if Campus advances to the “Sweet Sixteen’, Under Armour will make 2 payment of $10,000 to Campus. Additionally, if Campus advances to the “Final Four’, Under Armour will make a payment of $35,000 to the Campus. National Coach of the Year Under Armour will make a payment of $25,000 to Campus for the Head Coach of the Women's Basketball Team being named the WBCA Coach of the Year. Conference Coach of the Year Under Armour will make a payment of $10,000 to Campus if the Head Coach of the Women's Basketball Team is named the Conference Coach of the Year. BASEBALL TEAM National Championship Bonus Under Armour will make @ payment of $25,000 to Campus for winning the College World Series. Conference Championship Bonus Under Armour will make a payment of $7,500 to Campus for either finishing 1" or 2° in the Conference regular season and winning the Conference tourament (both criteria must be met), College World Series Bonus Under Armour will make a payment of $5,000 to Campus for qualifying for the College World Series, National Coach of the Year Under Armour will make a payment of $5,000 to Campus for the Head Coach of the Men's Baseball Team being named the Baseball America Coach of the Year.> 4 ‘ALL OTHER TEAMS National Head Coach of the Year - $10,000 National Championship - $35,000 Conference Championship - $10,000 NACDA Directors’ Cup Top 10 Finish - $5,000> 4 EXHIBIT A Third Party Agreements Baseball and Softball — bats, fielding gloves, batting gloves and catcher’s equipment ‘Swimming, Diving, and Water Polo ~ technical gear, swimsuits, robes, head gear, googles Notwithstanding the foregoing, upon the expiration or termination of Campus's third party agreements for such products, such teams will begin using Under Armour products (if Under Armour provides such products at such lime, and if Under Armour does not provide such products at such time, Campus may source such products, fcom a third party so long as such party is not Nike, adidas, Reebok, Russell, New Balance, Puma, or Evo- Shield 10