RETAIL PRODUCT LICENSE AGREEMENT

THIS RETAIL PRODUCT LICENSE AGREEMENT (this "Agreement"), effective as of July I,

2018 (the "Effective Date"), is made by and between the University ofNorth Carolina at Chapel Hill (the
"University") through its authorized agent, IMG College Licensing LLC, a Georgia limited liability
company ("IMGCL"), and NIKE USA, Inc., an Oregon corporation ("NIKE" or "Licensee").

WHEREAS, the University is the exclusive owner of the Licensed Marks (as defined below); and

WHEREAS, the University has authorized IMGCL as the University's agent to administer its
trademark licensing program on the University's behalf, which authorization includes the authority to enter
into this Agreement on behalf of the University; and

WHEREAS, Licensee desires to use the Licensed Marks and related designs in connection with the
manufacture, marketing and sale of the Exclusive Licensed Articles in the Licensed Territory (as such terms are
defined below); and

WHEREAS, the University desires to grant Licensee exclusive and nonexclusive licenses for such
use pursuant to the terms and conditions of this Agreement.

NOW THEREFORE, for and in consideration of the mutual covenants and undertakings
hereinafter set forth and other good and valuable consideration, it is agreed as follows:

1. DEFINITIONS.

fu addition to terms defined elsewhere in this Agreement, the following terms shall have the following
respective meanings:

1.1 "Affiliate" means any corporation or other entity that directly or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control with Licensee. The term
"control" means the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.

1.2. "All-Sport Agreement" shall have the meaning ascribed to such term in Section 15(b).

1.3 "Authentic Competition Apparel" means apparel supplied by Licensee to any of the
University's intercollegiate athletic teams that members of such athletic team, coaches and/or staff wear
or may be reasonably expected to wear while participating in their respective intercollegiate athletic
program, consisting of uniforms, sideline or courtside jackets and sweaters, game-day warm-ups,
basketball shooting shirts, football player capes, wool and fitted caps, windsuits, rainsuits, sideline or
courtside pants, shorts and shirts, and similar apparel, practicewear, thermal wear and performance
undergarments.

1.4 "Authentic Jerseys" mean gameday jerseys and/or practice jerseys that are created to the same
specifications as the jerseys provided by Licensee to the University's intercollegiate athletic programs under
the All-Sport Agreement and worn by student- athletes, coaches and/or staff during intercollegiate competition
or practice.

1.5 "Distribution Channels" mean the channels of distribution described in Appendix C.

 1.6 "Non-Exclusive Licensed Articles" mean licensed articles listed on Part II of Appendix
B.

1.7 "Licensed Articles" mean the Exclusive Licensed Articles and the Non-Exclusive Licensed
Articles.

1.8 "Licensed Marks" mean: (a) the trademarks, service marks, trade dress, team names,
nicknames, abbreviations, city/state names and color schemes (when such city/state names or color schemes
are used in a context that makes reference to the University, is directed toward interested consumers and
creates the impression with such consumers that the Licensed Articles bearing such city/state names or
colors are associated with the University), argyle-trim design, slogans, distinctive landmarks, mascots,
seals, and other symbols or designs associated with or referring to the University including, without
limitation, those marks listed on Appendix A, and (b) and any new, additional or replacement marks,
symbols, designs or indicia as the University may, from time to time, adopt or use. Licensed Marks do not
include those marks protected by the University that are used solely in connection with its academic,
research or outreach mission.

1.9 "Licensed Territory" means the 50 United States of America, the District of Columbia, Puerto
Rico, United States territories and possessions, and United States military bases worldwide.

1.10 "Material Breach" means: (a) any breach which causes or may cause substantial harm to
the University or Licensee, as applicable, or will substantially deprive the University or Licensee, as
applicable, of the benefit it reasonably expected under this Agreement, (b) an aggregate of non-material
breaches by the University or Licensee, as applicable, where the cumulative effect of such breaches satisfies
the standards for materiality under subsection (a) of this definition; (c) any failure by Licensee to pay any
undisputed royalties due under Section 5; (d) any breach by Licensee of Sections 2.5, 4.1 (a), 4.l(b), 7.2
through 7.4, or 16; or (d) any breach by the University or IMGCL of Sections 2.l (b), 12 or 22.

1.11 "Net Sales" means the total gross invoiced selling price including the royalty amount, less
lawful quantity trade discounts actually allowed and taken as such by customers and shown on the invoice,
less any credits for returns actually made, less sales taxes, and less prepaid transportation charges on
Licensed Articles shipped by Licensee from its facilities to the purchaser. There shall be no other
deductions allowed including, without limitation, deductions for direct or indirect costs incurred in the
manufacturing, distributing, selling, importing or advertising (including cooperative and other advertising
and promotional allowances) of the Licensed Articles, nor shall any deductions be allowed for non-collected
or uncollectable accounts, commissions, cash or early payment discounts, or any other costs. "Net Sales"
shall be computed by Licensee's accounting system, guidance for which is established by generally accepted
accounting principles.

1.12 "NIKE Marks" means (a) the NIKE name, the Swoosh Design, the NIKE AIR Design, the
Basketball Player Silhouette("Jumpman") Design, the NIKE Golf Design, (b) the Converse name, All-Star,
the Converse All-Star Chuck Taylor Ankle Patch Design, the Five Pointed Star Design, (c) the Sports
Specialties name and/or Design, and (d) any other trademarks, logos or brands now or hereafter owned
and/or controlled by NIKE, Inc., Licensee or any of their Affiliates.

1.13 "Premiums" mean any Licensed Articles that Licensee sells or gives away for the purposes of
(a) promoting, publicizing or increasing the sale of its own products or services; or (b) promoting, publicizing or
increasing the sale of the products or services of any third party. Premiums shall not include Royalty Exempt
Product or Licensed Articles described in the last sentence of Section 2.6.

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 1.14 "Royalty Exempt Product" means Licensed Articles which: (a) Licensee or its Affiliates
uses as samples for quality control, sourcing, pre-production, salesperson, product developer or similar
purposes; (b) are "comp" or "promo" product sold to any Licensee Affiliate or given directly to third parties
for marketing and related purposes, including, but not limited to, product provided pursuant to product
placement agreements, or product given to music, television, entertainment or sports personalities for
marketing purposes; or (c) product provided to the University or IMGCL as samples.

1.15 "Royalty Period" means the 12-month period beginning on July 1, 2018 and each 12-month
period thereafter during the term ofthis Agreement.

2. GRANT OF LICENSE.

2. l License.

(a) Subject to the terms of this Agreement, as of the Effective Date the University
hereby grants Licensee: (i) an exclusive license to use the Licensed Marks in connection with the
manufacturing, importation, marketing, distribution and sale of the Exclusive Licensed Articles on Part I
of Appendix B in the Distribution Channels within the Licensed Territory; and (ii) a non-exclusive license
to use the Licensed Marks in connection with the manufacturing, importation, marketing, distribution and
sale of the Non-Exclusive Licensed Articles on Part II of Appendix B.

(b) Neither the University nor IMGCL will: (i) license any of the Licensed Marks to
any other person or entity for use in connection with the manufacture, marketing, sale, importation or
distribution of any Exclusive Licensed Articles in the marked Distribution Channels described in Appendix
C, with the exception of Articles listed on Part III of Appendix B in the Super Center/Wholesale Clubs,
Grocery/Drug/Convenience Stores, and Specialty Mass/Distribution Channels described in Appendix C
(the "Exempted Exclusive Licensed Articles") and with the exception of licenses permitted under Section
2.6; (ii) manufacture or sell any Exclusive Licensed Articles bearing any of the Licensed Marks (other than
sales by the University of Exclusive Licensed Articles marked as "Exclusive" produced by Licensee under
this Agreement); (iii) license any other person or entity to use the University's argyle-trim design in
connection with the manufacture, marketing, sale, importation or distribution of any Exclusive Licensed
Articles, provided, however, that Licensee, the University and IMGCL acknowledge that Alexander Julian
(the designer of the argyle-trim design) has the right to use the argyle-trim design in connection with the
manufacture, marketing, sale, importation and distribution of products other than Exclusive Licensed
Articles; or (iv) license any other person or entity to use any identifiable, unique aspects utilized by Licensee
or any of its Affiliates in connection with the products that Licensee supplies directly to the University for
use by the University's intercollegiate athletic programs. Any license granted to a third party by the
University or IMGCL may not include the right to produce Exempted Exclusive Licensed Articles which
bear uniform numbers other than such uniform numbers as the University and Licensee mutually agree the
third party may use for the applicable season. In addition, the University and IMGCL shall each use its
approval powers under any license or any other University licensee to ensure that in its good faith
reasonable judgment no other licensee of the University creates any licensed product that is confusingly
similar to any Exclusive Licensed Articles.

(c) Licensee shall have the right of first opportunity to receive the exclusive right to
manufacture, import, market, distribute and sell jerseys not included in the Exclusive Licensed Articles
("Additional Product Rights"). IMGCL or the University shall promptly notify Licensee in writing any
time the University wishes to grant any Additional Product Rights. Licensee shall have sixty (60) days

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following receipt of each such notice to accept such Additional Product Rights by meeting the material,
measurable and matchable terms of such grant which, if accepted, shall be reflected in an amendment to
this Agreement. In the event Licensee does not exercise its right of first opportunity under this Section
2.l(c), IMGCL and/or the University may grant to other licensees such Additional Product Rights that
Licensee did not accept; provided, however, that: (i) neither IMGCL nor the University may grant such
rights on terms more favorable to such other licensees than those offered to Licensee without first notifying
Licensee of such terms and granting Licensee an opportunity to accept a grant of such rights on such more
favorable terms by meeting the material, measurable and matchable terms of such grant; and (ii) neither
IMGCL nor the University may grant any rights, or permit any such other licensee, to produce, market or
sell any Authentic Jerseys or other jerseys which use design elements which would make such jerseys
confusingly similar to the Authentic Jerseys supplied by Licensee to any of the University's intercollegiate
athletic teams.

2.2 NIKE and Other Marks.

(a) Licensee may use the NIKE Marks in a manner determined by Licensee on the
Licensed Articles and in any marketing and/or packaging materials in connection therewith; provided,
however, that any use of any NIKE Marks described in Section l.12(c) or (d) shall require approval of
IMGCL pursuant to Section 4 below. In addition, the trademarks or brands of any Affiliate Sublicensees
(as defined in Section 2.3) may be used in a manner determined by Licensee and such Affiliate Sublicensees,
as applicable, on the Licensed Articles for the channels of distribution served by such Affiliate Sublicensee
and in any marketing and/or packaging materials in connection with such Licensed Articles; provided,
however, that any Affiliate Sublicensee marks described in Section l.12(c) or (d) shall require approval of
IMGCL pursuant to Section 4 below.

(b) Licensee may also use any sport-specific or other marks created by the National
Collegiate Athletic Association ("NCAA"), post season bowl games, the BCS National Championship
Game or the marks of any athletic conference(s) which the University is a part of on the Licensed Articles
and in any marketing and/or packaging materials in connection therewith. Licensee recognizes that it must
separately obtain a license to such sport-specific marks from the NCAA and to any conference, bowl or
BCS marks.

2.3 Right to Sublicense to Affiliates.

(a) Licensee may assign or sublicense, in whole or in part, its rights and obligations
under this Agreement with respect to the Distribution Channels to one or more of Licensee's Affiliates
("Affiliate Sublicensees"). Licensee's right to sublicense or assign its rights and obligations to Affiliate
Sublicensees shall include the right of such Affiliates Sublicensee(s) to further sublicense or assign such
rights and obligations to third party licensees; provided, however, that any such assignment or sublicense
by an Affiliate Sublicensee to a third party shall require the prior written approval of the University or
IMGCL. Any such Affiliate Sublicensee shall execute and deliver to IMGCL a written agreement in the
form attached as Appendix E (as applicable) agreeing to be bound by the terms of this Agreement.

(b) In the event of any assignment or sublicense by Licensee pursuant to this Section
2.3, the Affiliate Sublicensee(s) shall separately submit to IMGCL artwork approvals and samples pursuant
to Section 4.3 and 4.4.

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 ( c) All royalty amounts with respect to sales of Exclusive Licensed Articles listed on
Part I of Appendix B by Affiliate Sublicensee(s) shall be credited toward the Minimum Royalty Guarantee
as defined in Section 5.1. All Net Sales and all royalty payments for any Licensed Articles sold by such
Affiliate Sublicensee(s) shall be included in the royalty statements and payments made by Licensee
pursuant to Section 5 or, at the election of Licensee, an Affiliate Sublicensee(s) may separately deliver and
remit directly to IMGCL (with a copy to Licensee) such statements and payments.

(d) In the event any Affiliate Sublicensee(s) commits a Material Breach of its
obligations with respect to their respective Exclusive Licensed Articles or Distribution Channels then
IMGCL or the University shall give Licensee and the applicable Affiliate Sublicensee(s) written notice of
any such breach and the applicable Affiliate Sublicensee(s) shall have an opportunity to cure such breach.
If the applicable Affiliate Sublicensee(s) fails to cure such breach, Licensee shall cause such Affiliate
Sublicensee(s) to cure the breach or shall cure the breach itself.

2.4 Third Party Manufacturers. The license granted under this Section 2 includes the right to
have third parties manufacture the Licensed Articles (including third parties located in countries where the
University has not registered the Licensed Marks). Licensee shall be responsible for ensuring that the
Licensed Articles are manufactured in accordance with the terms of this Agreement and shall take
commercially reasonable steps to ensure that any third party manufacturers utilized by Licensee to produce
the Licensed Articles produce the Licensed Articles only as and when directed by Licensee and do not
distribute, sell or supply the Licensed Articles to any person or entity other than Licensee. On an annual
basis Licensee shall provide IMGCL with a list of third party manufacturers Licensee uses to produce the
Licensed Articles, which list shall include the manufacturers' names and addresses.

2.5 Premiums, University Mailing Lists and NCAA Rules.

(a) Licensee shall not use any of the Licensed Articles as Premiums unless Licensee
receives prior written authorization from the University or IMGCL. Licensee shall also not provide
Licensed Articles as Premiums to any third party whom Licensee knows or should reasonably know intends
to use the Licensed Articles as Premiums.

(b) Licensee is not permitted, without the University's prior written authorization, to
knowingly promote or market any Licensed Articles by means of a direct mailing or any other direct
solicitation to a list of alumni, students, parents, athletic contributors, faculty or staff, or other similar groups
maintained, compiled by, or generated by the University. The foregoing restriction shall not apply to any
product or other merchandise allotments by Licensee or any of its Affiliates to any University athletic
departments, programs, camps, coaches and/or staff.

( c) Licensee recognizes and agrees that any person who has collegiate athletic
eligibility cannot have his or her name and/or facsimile utilized on any commercial product without the
express written permission ofthe University and/or the National Collegiate Athletic Association (NCAA).
Therefore, in conducting licensed activity under this Agreement, Licensee shall not knowingly encourage
or participate in any activity that utilizes the name and/or facsimile of such an athlete on any commercial
product without the express written permission of the University and/or the NCAA.

2.6 New Account Request. If a fan/gift shop or similar retailer in the Campus/Local Distribution
Channel who is not owned by the University, is located in the immediate University campus community and is
not currently a NIKE-approved account contacts Licensee to request becoming such an approved account for
puq,oses of purchasing and selling the Exclusive Licensed Articles, Licensee shall evaluate such request under

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Licensee's standard approval process including, without limitation, Licensee's credit and account agreement
requirements. If Licensee approves such accounts, they shall be approved for Licensee's "Sports Specialties"
label only. If Licensee declines to approve any such account, the University may permit a third-party licensee to
produce and sell Exclusive Licensed Articles (other than Authentic Jerseys and Authentic Competition Apparel)
for sale to such account provided that such Exclusive Licensed Articles: (a) may not use design elements which
would make such articles confusingly similar to any Exclusive Licensed Articles produced by Licensee; and (b)
may not bear uniform numbers other than such uniform numbers as the University and Licensee mutually agree
such third-party licensee may use for the applicable season. In addition, if Licensee subsequently approves any
such account, the University shall terminate such third-party licensee within one hundred twenty (120) days of
notice from Licensee to the University or IMGCL that Licensee has approved such account.

2.7 Other Obligations of Licensee. Licensee shall not use, and shall ensure that its Affiliate
Sub licensees, if any, do not use, the Licensed Marks for any pwpose other than as authorized in this Agreement.
In addition, Licensee shall advertise, distribute and sell Licensed Articles only in the Distribution Channels or to
distributors for sale in the Distribution Channels.

3. CONTINUATION OF RIGHTS.

The exclusive rights granted to Licensee under this Agreement shall continue regardless of
whether the University ceases to use IMGCL as its agent. In such an event, this Agreement shall
remain in full force and effect and Licensee shall direct all royalty payments, statements, and 1ine art
approval requests and samples directly to the University or such new agent or representative as the
University may designate.

4. QUALITY, NOTICES, APPROVALS AND SAMPLES.

4.1 Product Quality and Standards.

(a) The quality and style ofthe Licensed Articles shall (i) be at least as high as the
quality of similar goods presently sold or distributed by the Licensee in the Licensed Territory or, in
the case of Licensed Articles of any Affiliate Sublicensee, at least as high as the quality of similar
goods presently sold or distributed by such Affiliate Sublicensee, (ii) be suitable for their intended
purpose, (iii) not cause harm when used with ordinary care, and (iv) not infringe or violate the rights
of any third party, provided, however, that Licensee makes no representations or warranties of any
kind with respect to any infringement or violation of the rights of any third parties arising out of or
related to the Licensed Marks.

(b) Licensee shall use the Licensed Marks on all Licensed Articles, as well as labels,
containers, and packages for the Licensed Articles ("Packaging") and in all print and online advertisements
promoting the Licensed Articles ("Advertising Materials") in accordance with the trademark guidelines set
forth in Section 7.2.

( c) Licensee and University shall comply with the Agreement Regarding Labor Standards
and Corporate Social Responsibility ("Labor Code Agreement"), which designates specific factory monitoring
organization affiliations of the University and is attached hereto as Appendix F and hereby incorporated herein
by reference. In the event that University elects to change its monitoring organization affiliations during the
term, Licensee shall agree to incorporate the corresponding Fair Labor Association ("FLA") and/or Worker
rights Consortium ("WRC") affiliations and protocols that reflect the University's changed affiliation status,

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which shall be subject to the University's approval in each such instance. NIKE has executed agreements with
various companies that purchase, manufacture and sell NIKE trademarked products with collegiate logos
("NIKE Licensees"). NIKE Licensees only manufacture such products in NIKE audited and approved contract
factories, as such the University agrees that NIKE Licensees shall be governed by the Code of Conduct and
monitoring set forth in this Section 4.1 (c).

( d) Licensee shall comply with all applicable laws, regulations, standards and
procedures relating or pertaining to the manufacture, use, advertising, distribution or sale of the Licensed
Articles.

4.2 Official Label. Licensee shall affix to each Licensed Article, its Packaging and, where
practical, any printed Advertising Materials an "Officially Licensed Collegiate Products" tag or label in the form
reasonably prescribed by IMGCL, which label may also include a NIKE Marlc(s) or, as applicable, the mark or
brand of the Sublicensee Affiliate.

4.3 Approval ofArtwork. Prior to the sale of any Licensed Article and prior to the publication
of any Advertising Materials, Licensee shall submit to IMGCL for approval, at Licensee's expense and in
the format reasonably required by IMGCL, line art for each proposed Licensed Article and Packaging and
representative examples of Advertising Materials as the same would be distributed, sold or, in the case of
Advertising Materials, published. IMGCL shall have ten (10) business days from its receipt of the line art
to grant its approval or disapproval, which approval or disapproval may not be unreasonably withheld. If
IMGCL approves in writing or via electronic system the line art, the same shall be accepted to serve as an
example of quality for that Licensed Article, Packaging and/or Advertising Materials, and production
quantities may be manufactured, used, sold and distributed by Licensee in conformity with the approved
line art.

4.4 Samples. Upon request of IMGCL, Licensee shall submit to IMGCL one sample of a
Licensed Article and/or a representative example of Advertising Materials manufactured, distributed,
published or sold by Licensee as may be reasonably necessary for IMGCL to examine and test to assure
compliance with the quality and standards for under this Agreement. Any request for samples must be
made by IMGCL at the time line art is submitted to IMGCL for approval. Each sample shall be shipped in
its usual Packaging together with all labels, tags, and other materials usually accompanying the item.
Licensee shall bear the expense of manufacturing and shipping such sample to the destination(s) designated
by IMGCL.

4.5 Non-Conforming Articles.

(a) IfIMGCL notifies Licensee of any material defect in any Licensed Article, Packaging
and/or Advertising Materials, Licensee shall have sixty (60) days from the date it receives such notice to correct
such defect (which correction, if Licensee chooses, may include removing the defective Licensed Article,
Packaging and/or Advertising Materials from the marketplace). Defective Exclusive Licensed Articles,
Packaging and/or Advertising Materials in Licensee's inventory shall not be distributed or sold until such time
as Licensee corrects the quality.

(b) Notwithstanding subsection (a) above, Licensee shall have the right to sell any
Licensed Articles that are 'seconds' or 'irregulars' at Licensee's normal closeout distribution channels such

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as Licensee's employee stores, Licensee's factory outJet stores and/or factory outlet stores that are owned
or operated by third parties (collectively, "Closeout Channels"). Licensee shall pay the University a royalty
on such sales as provided in Section 5. Any defective products that are not "seconds" or "irregulars" shall,
upon request of IMGCL, be removed from the marketplace and destroyed or donated to a mutually agreed
upon charity at Licensee's expense.

4.6 Inspection of Distribution Facility. Upon thirty (30) days prior written notice, IMGCL or
its duly authorized representatives shall have the right, once per year during the term ofthis Agreement, to
inspect the distribution premises of Licensee and Affiliate Sublicensee(s) from which the Licensed Articles
are distributed to insure that standards of quality, as reflected in the approved line art or in any samples of
Licensed Articles, are being maintained. Any such inspection shall (a) talce place during normal business
hours, (b) be subject to such reasonable security and confidentiality requirements as Licensee may
reasonably require, and (c) not unreasonably interfere with Licensee's operations or prevent or delay
Licensee from meeting its delivery obligation to its customers or otherwise cause Licensee to incur
"chargebacks" or other costs or expenses in meeting (or being delayed from meeting) such obligations.

5. ROYALTY.

5.1 Royalty Rate and Minimum Royalty Guarantee.

(a) Royalty Rate.

(i) Except for Royalty Exempt Product, Licensee agrees to pay the University
a royalty equal to fifteen percent (15%) ofthe Net Sales of all Licensed Articles sold on or after the Effective
Date. Licensed Articles shall be deemed to have been sold when invoiced or, if not invoiced, when shipped
or paid for, whichever occurs first.

(ii) If, at any time during the term of this Agreement, the royalty rate paid by
Licensee on any product or product category to any other premier collegiate licensor is higher than the
royalty rate paid to University on such product or product category, Licensee shall notify University of
such fact and increase the royalty rate paid to University on such product or product category to an equal
rate.

(b) Minimum Royalty Guarantee.

(i) The sum of the total cumulative royalties paid by Licensee to University
during the term of this Agreement shall be no less than $6,000,000. Licensee agrees to pay the University
the Minimum Royalty Guarantee amounts set forth below during each year of the Agreement. If, during
any year of the Agreement, the sum of the total royalties paid by Licensee pursuant to subsection (a) for
the Licensed Articles do not exceed the Minimum Royalty Guarantee for that year, Licensee shall pay the
University the difference between the royalties paid and the Minimum Royalty Guarantee within sixty (60)
days following the end of such contract year.

Contract Year Aggregate Royalty Guarantee

2018-19 $ 600,000
2019-20 $1,200,000
2020-21 $1,800,000

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 2021-22 $2,400,000
2022-23 $3,000,000
2023-24 $3,600,000
2024-25 $4,200,000
2025-26 $4,800,000
2026-27 $5,400,000
2027-28 $6,000,000

5.2 Royalty Payments and Statements.

(a) All royalty payments under Section 5.1 shall be sent to IMGCL as follows: (i)
quarterly royalty payments pursuant to Section 5.l(a) shall be made within forty five (45) days following
the end of each quarter (with the first quarter ending September 30); and (ii) any payments under Section
5. l(b) shall be made within forty-five (45) days of the end of the applicable Royalty Period; provided,
however, that any royalty payments with respect to Licensed Articles sold to any United States military
bases in any foreign countries shall be made within sixty (60) days of the end of the applicable Royalty
Period.

(b) With each quarterly royalty payment pursuant to Section 5.l(a), Licensee shall
submit to IMGCL a royalty statement in the form attached hereto as Appendix D (a "Royalty Statement")
showing (i) the quantity, description, and Net Sales (including itemization of any permitted deductions
and/or exemptions) of the Licensed Articles distributed and/or sold during the preceding calendar quarter
listed, (ii) Licensed Article style number, (iii) royalty rate, and (iv) royalty amount. Royalty Statements
shall be submitted whether or not they reflect any sales.

(c) Licensee shall pay interest at the rate of one and one--half percent (1.5%) per month,
compounded on a monthly basis, or the maximum rate allowed by law, if lower, on any u.11.disputed royalty
payment due under the Agreement that remains unpaid after such payment becomes due.

(d) The receipt or acceptance by IMGCL of any Royalty Statement, or the receipt or
acceptance of any royalty payment made, shall not prevent the University from subsequently challenging
the validity or accuracy of such statement or payment in any subsequent audit pursuant to Section 6.

6. RECORDS AND RIGHT TO AUDIT.

(a) Licensee shall keep, maintain and preserve at its principal place ofbusiness during
the term of this Agreement and for at least three (3) years following expiration of the Royalty Period to
which they relate, complete and accurate books, accounts and records (including customer invoices)
covering all sales of Licensed Articles (the "Records") in a manner such that the information contained in
the statements referred to in Section 5 can be reasonably determined. Not more than once per calendar
year, IMGCL and/or its authorized representatives shall have the right, upon sixty (60) days prior written
notice and at IMGCL's sole cost and expense, to inspect and audit the Records during normal business
hours. At IMGCL's request, Licensee will provide IMGCL and/or its authorized representatives the above-
referenced invoice detail information in an Excel CD-ROM or disk format. Neither IMGCL nor its
representatives shall copy or duplicate any Records. Where necessary, IMGCL or its representatives may
request working copies of audit materials from Licensee's designated personnel. In no event shall IMGCL
or its representatives remove any Records from Licensee's premises nor shall Licensee be required to
provide or make available such Records other than at Licensee's premises.

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 {b) IMGCL and/or its representatives shall have reasonable access to said Records for
inspection and audit purposes at Licensee's premises, provided that (i) IMGCL and its representatives shall
comply with Licensee's reasonable security requirements, (ii) such access may not unreasonably interfere
with the normal operation of Licensee's business, (iii) any representative of IMGCL who conducts or is
otherwise involved in any audit shall, prior to receiving any Records from Licensee, sign a confidentiality
agreement in a form provided by Licensee, and (iv) Licensee will be permitted to have its personnel present
during the audit.

(c) If any audit reveals an underpayment by Licensee of any royalties owed under this
Agreement, IMGCL shall provide Licensee with written notice containing a detailed description and
supporting documentation of such underpayment. Licensee shall promptly pay any verified underpayment
of royalties plus interest. Should an audit verify an underpayment of ten percent ( 10%) or more of the
royalties for any Royalty Period for which the audit was performed, Licensee shall also pay the reasonable
out-of-pocket costs of the audit actually incurred by IMGCL.

7. OWNERSHIP AND USE OF LICENSED INDICIA.

7. l Ownership: Authority to License. IMGCL represents and warrants to Licensee, on behalf

of itself and the University, that:

(a) the University (i) to the best of their knowledge is the sole and exclusive owner of
each of the Licensed Marks, and (ii) has the right to use each of the Licensed Marks including, without
limitation, the right to grant exclusive use of the Licensed Marks to Licensee pursuant to this Agreement;

(b) to the best of their knowledge there are no oppositions or cancellation proceedings
pending against any of the Licensed Marks in the United States Patent and Trademark Office;

(c) to the best of their knowl_edge Licensee's use of the Licensed Marks in accordance
with the terms of this Agreement will not infringe on or violate the rights of any third party, and

(d) IMGCL has full power and authority to execute and deliver this Agreement in the
name and on behalf of the University.

7.2 Trademark Guidelines. Wherever appropriate, the Licensed Marks shall be used as a
proper adjective, and the common noun for the product shall be used in conjunction with the Licensed
Marks, and (b) the proper symbol to identify the Licensed Marks as a trademark (i.e., the ® symbol if the
Licensed Marks is registered or the "TM" symbol if not so registered) and/or copyright legend (i.e., ©
[Date][University ofNorth Carolina at Chapel Hill]) shall be placed adjacent to each Licensed Marks.

7.3 Covenant Not to Assert Ownership.

(a) Licensee makes no claim to any goodwill associated with the Licensed Marks.
Licensee will not in any manner represent that it has any ownership in the Licensed Marks or in any
registration thereof, and will not knowingly in any way do or cause to be done any act or thing contesting
or in any way impairing any part of such right, title and interest. Licensee therefore agrees that, except for
the rights granted herein, it has no interest in or ownership of the Licensed Marks, and further agrees not
to register or attempt to register, in any jurisdiction, any of the Licensed Marks.

(b) Nothing in this Agreement gives Licensee any right, title, or interest in the Licensed
Marks except the right to use the Licensed Marks in accordance with the terms of this Agreement. Licensee's
use of the Licensed Marks shall inure to the benefit of the University.

10
 7 .4 No Combined Use. Except as permitted by this Agreement or as otherwise approved in writing
by the University or IMGCL, Licensee agrees not to use any other trademark, service mark, trade name, logo,
symbol or device in combination with any Licensed Marks nor shall Licensee use any of the Licensed Marks or
any confusingly similar mark as, or as part of, a trademark, service mark, trade name, fictitious name, company
or corporate name.

7.5 Assistance and Cooperation.

(a) Except upon the prior written request and authorization of IMGCL or the
University, Licensee shall not take any action to prevent infringements, imitations or illegal uses of any of
the Licensed Marks.

(b) Licensee shall, at IMGCL's sole cost and expense, reasonably assist and
cooperate with IMGCL to enable IMGCL to comply with, the laws of the Licensed Territory pertaining to
the use and protection of trademarks, including trademark notice and registered user requirements, in order
to maintain the validity of the Licensed Marks and the ownership thereof by the University.

7.6 No Limitation of Rights Regarding NIKE Marks or Intellectual Property. Notwithstanding the
foregoing, no provision of this Agreement shall prohibit or limit (or be construed as prohibiting or limiting) in
any way Licensee or any of its Affiliates from (a) commencing any action of its own with respect to any
infiingement of any of the NIKE Marks or other intellectual property of Licensee or any of its Affiliates, (b)
obtaining, defending or enforcing rights in such NIKE Marks or other intellectual property, or (c) filing any
trademark applications with the United States Patent and Trademark Office or with any other governmental
entity for such NIKE Marks or other intellectual property.

8. INDEMNIFICATION.

8.1 By Licensee. Licensee agrees to defend, indemnify and hold harmless IMGCL, the
University, and their respective officers, agents, and employees from any claims, demands, causes of action
or damages, loss, liabilities, costs and expenses, including reasonable attorney's fees, arising out of or
relating to any claim brought by a third party (a "Loss") that arises out of (i) any unauthorized use by
Licensee of the Licensed Marks or any breach by Licensee of any of its representations, warranties,
covenants or obligations contained in this Agreement, (ii) the manufacture, advertising, promotion,
distribution, export, sale and offering for sale by Licensee of the Licensed Articles, (iii) the use by Licensee
of Packaging and/or Advertising Materials; and (iv) any unauthorized use or infringement of any patent,
copyright, trademark or other proprietary right of a third party by Licensee in connection with the Licensed
Articles, Packaging and/or Advertising Materials. Notwithstanding the foregoing, Licensee's obligations
under this Section 8.1 shall not apply to any Loss to the extent arising out of (i) any claim that use by
Licensee of the Licensed Marks in accordance with this Agreement infringe on, misappropriate, or
otherwise violate the rights of any third party, (ii) Licensee's compliance with any requirements ofIMGCL
and/or the University, or (iii) any negligent act or omission of IMGCL or the University or any of their
respective officers, agents, and employees.

8.2 By IMGCL and the University. IMGCL and, to the extent permitted by the North Carolina
Tort Claims Act, the University each agree to defend, indemnify and hold harmless the Licensee, its
Affiliates and their respective officers, agents, and employees from any and all Losses arising out of(a) the
University's ownership ofor authority to license use of the Licensed Marks and (b) any breach by IMGCL
or the University of any of its representations, warranties, covenants or obligations contained in this
Agreement.

11
 8.3 Procedure. The indemnification obligation of a party (the "Indemnitor") under this Section
8 is subject to the party or person entitled to such indemnity (the "Indemnitee") complying with the
following conditions: (a) the Indemnitee promptly notifying the Indemnitor of the Loss (except that an
Indemnitee's failure to promptly notify the lndemnitor will not limit, impair or otherwise affect the
Indemnitee's rights under this Section 8 unless the Indemnitor is prejudiced by that failure, and then only
to the extent of the prejudice); and (b) the Indemnitee gives the Indemnitor full and complete authority
(including without limitation, settlement authority) and reasonable assistance (including without limitation,
reasonable access to information in the Indemnitee's possession) for the defense. However, the
Indemnitor's rights under this Section 8.3 are contingent on its agreement that it will not settle any claim
without the Indemnitee's prior written consent unless that settlement includes a full and final release of all
claims against the lndemnitee and does not impose any obligations on the Indemnitee.

9. INSURANCE.

(a) Licensee represents and warrants that the NIKE group ofcompanies to which Licensee
is a member ("NIKE Group") has the financial resources to honor Licensee's liability under this Agreement and
that (i) the NIKE Group currently carries excess liability insurance over a one million dollar ($1,000,000)
self-insured retention ("SIR"); and (ii) Licensee losses under the SIR are paid from a funded reserve account. In
the event Licensee is unable to continue to self-insure at, or beyond, such levels as set forth above, or elects not
to self-insure, it shall notify IMGCL of same and obtain insurance as prescribed in subparagraph (b) below.

(b) In the event Licensee elects not to, or is unable to, self-insure at or beyond, the
levels as set forth in subsection (a) above, Licensee will obtain and maintain general liability, property
damage, and product liability insurance providing coverage of at least one million dollars ($1,000,000) per
occurrence for personal and advertising injury, bodily injury or death of persons and damage to property
that result directly or indirectly from any Licensed Article, Packaging or Advertising Materials.

10. TERM AND TERMINATION.

10.1 Term. The term of this Agreement shall begin on the Effective Date and shall expire on
June 30. 2028 unless earlier renewed pursuant to Section 12 or terminated for any of the reasons set forth
in Section 10.2 or 10.3.

10.2 Termination by University. The University may terminate this Agreement upon the
occurrence of one or more of the following events:
(a) Licensee commits a Material Breach and fails to cure such breach within sixty
(60) days from receipt ofwritten notice of such breach from IMGCL;

(b) Should the Licensee file a petition in bankruptcy or be adjudicated as bankrupt or

insolvent, or make an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law,
or ifthe Licensee discontinues its business or ifa receiver is appointed for the Licensee or the Licensee's business
who is not discharged within sixty (60) days; and

( c) The All-Sport Agreement (as defined in Section 15) is terminated and is not renewed,
extended, replaced or superseded by another such agreement between the University and Licensee.

12
 10.3 Termination by Licensee. Licensee may terminate this Agreement if the University or
IMGCL commits a Material Breach and fails to cure such breach within sixty (60) days from receipt of
written notice of such breach from Licensee.

11. DUTIES UPON TERMINATION.

l 1.1 Effect of Expiration or Termination. After expiration or termination of this Agreement for any
reason:
(a) Licensee shall furnish to IMGCL a statement showing the nwnber and description of
Licensed Articles on hand or in process; and

(b) Except in the case of any termination pursuant to Section 10.3, any unpaid balance of
royalty payments (including Minimum. Royalty Guarantees) owing and due under this Agreement shall be due
and payable.

11.2 Disposal of Inventory.

(a) After expiration or termination of this Agreement for any reason (other than a
termination pursuant to Section 10.2), Licensee may, for a period of one hundred eighty (180) days (the
"Disposal Period"), continue to (i) market, sell and distribute its inventory of Licensed Articles, and (ii)
complete the manufacture and, upon completion, market, sell and distribute, all Licensed Articles that are
in-process at the time of such expiration or termination. During the Disposal Period, Licensee shall deliver
all Royalty Statements and royalty payments due in accordance with Section 5 and shall comply with all
other terms and conditions of this Agreement in connection with its manufacture, marketing, sale and
distribution of Licensed Articles.

(b) Following expiration of the Disposal Period, Licensee shall donate any unsold
Licensed Articles to a charity mutually agreed to by Licensee and the University.

I I .3 Effect on Other Agreements. Any expiration or termination of this Agreement shall not affect
any rights Licensee or any of its Affiliates may have under any other agreement between Licensee (or any of its
Affiliates) and the University including, without limitation, the All-Sport Agreement, except as explicitly
provided in such other agreements.

12. RENEWAL RIGHT; EXCLUSIVE NEGOTIATING PERIOD: RIGHT OF FIRST REFUSAL.

12.1 Renewal Right: Exclusive Negotiating Period. At the request of Licensee made no later than
November 1, 2026 IMGCL or the University shall for a period of two (2) months negotiate with Licensee in
good faith with respect to the terms of a renewal of this Agreement. The parties shall not be obligated to enter
into an agreement if they cannot settle on mutually satisfactory terms. Prior to January I, 2027 (the "Exclusive
Negotiating End Date"), neither IMGCL nor the University shall, directly or indirectly, engage in discussions or
negotiations with any third-party regarding the use of any Licensed Marks on or in connection with any Exclusive
Licensed Articles (the "Licensed Rights") after the term of this Agreement. Notwithstanding the foregoing, the
rights and obligations under this Section 12.1 shall apply to the same extent as Licensee's corresponding right
of first negotiation in the All-Sport Agreement such that: (a) so long as Licensee has, and the University is bound
by, such right under the All-Sport Agreement, this Section 12.1 shall remain in full force and effect; (b) if such
right under the All-Sport Agreement is no longer in effect for any reason, then this Section 12.1 shall no longer
apply; and (c) if such right under the All-Sport Agreement is waived or is not exercised, then such waiver or
failure to exercise shall also be considered a waiver or failure to exercise the rights under this Section 12.1.

13
 12.2 Right of First Refusal. During the term of this Agreement and for a period of ninety {90)
days thereafter (the "First Refusal Period"), Licensee shall have the right of first refusal for the Licensed
Rights as follows: If IMGCL and/or the University receives any bona fide third-party offer at any time on
or after the Exclusive Negotiating End Date but prior to the end of the First Refusal Period, with respect to
the Licensed Rights, IMGCL and/or the University shall promptly submit to Licensee in writing the specific
terms of such bona fide third-party offer (the "Offer"). Licensee shall have fifteen (15) business days from
the date of its receipt ofthe Offer to notify IMGCL or the University, as applicable, in writing ifit will enter
into a new contract on terms no less favorable to the University than the material, measurable and matchable
terms of such Offer. If Licensee so notifies IMGCL or the University within such 15-day period, IMGCL
or the University, as applicable, shall enter into a contract with Licensee on the terms of Licensee's offer.
If Licensee fails or declines to match or better the material, measurable and matchable terms of the Offer
within such 15-day period, IMGCL or the University, as applicable, may thereafter consummate an
agreement with such third-party on the terms of the Offer made. Prior to the end of the Exclusive
Negotiating End Date, neither IMGCL nor the University shall solicit, consider or discuss with any third
party or present to Licensee, and Licensee shall not be obligated to respond to, any third-party offer for the
Licensed Rights. Notwithstanding the foregoing, the rights and obligations under this Section 12.2 shall
apply to the same extent as Licensee's corresponding right of first refusal in the All-Sport Agreement such
that: (a) so long as Licensee has, and the University is bound by, such right under the All-Sport Agreement,
this Section 12.2 shall remain in full force and effect; (b) if such right under the All-Sport Agreement is no
longer in effect for any reason, then this Section 12.2 shall no longer apply; and (c) if such right under the
All-Sport Agreement is waived or is not exercised, then such waiver or failure to exercise shall also be
considered a waiver or failure to exercise the rights under this Section 12.2.

13. REMEDIES.

The University, IMGCL and Licensee each acknowledge that a Material Breach of this Agreement may
result in immediate and irremediable damage to the University or Licensee, as applicable, and that money
damages alone may be inadequate to compensate the University or Licensee. Therefore, in the event of a
Material Breach or threatened Material Breach of this Agreement by the University, IMGCL or Licensee, the
University (either directly or through IMGCL as its agent) or Licensee, as applicable, may, in addition to all
other remedies, immediately seek to obtain and enforce injunctive relief prohibiting such breach or compelling
specific performance.

14. SEVERABILITY.

The detennination that any provision of this Agreement is invalid or unenforceable shall not invalidate
this Agreement, and the remainder of this Agreement shall be valid and enforceable to the fullest extent pennitted
bylaw.

15. ENTIRE AGREEMENT, MODIFICATION AND WAIVER.

(a) This Agreement and its appendices constitute the entire agreement and
understanding between Licensee, IMGCL and the University and cancels, terminates, and supersedes any
prior agreement or understanding, written or oral, relating to the subject matter hereof between Licensee,
IMGCL and the University including The Collegiate Licensing Company Standard Retail Product License
Agreement between Licensee and CLC as predecessor agent on behalf ofthe University executed by Licensee
on January I, 2009, as amended. There are no representations, promises, agreements,

14
warranties, covenants or understandings other than those contained herein. None of the provisions of this
Agreement including, without limitation, any Appendices to this Agreement, may be waived, amended or
modified, except expressly in writing signed by the University or IMGCL, on the one hand, and Licensee on
the other. Without limiting the foregoing, the parties acknowledge and agree that any inconsistent,
additional or different terms in any notice, policy, schedule or other document issued by the University,
IMGCL or Licensee will not have any force or effect unless and until it has been executed in the manner
provided in the immediately preceding sentence.

(b) Notwithstanding the foregoing, the parties acknowledge and understand that: (i)
Licensee and the University have entered into as of the date of this Agreement an All-Sport Agreement, as
the same may be amended, modified, renewed or extended (the "All-Sport Agreement"); (ii) this Agreement
shall not constitute (or be construed as constituting) an amendment or modification of the All-Sport
Agreement; (iii) any rights granted to Licensee with respect to the University's Licensed Marks under such
All-Sport Agreement shall be in addition to the rights granted under this Agreement; and (iv) in the event
of any conflict between the rights granted to Licensee under this Agreement and the rights under the All-
Sport Agreement, the rights under the All-Sport Agreement shall control.

(c) No written waiver shall excuse the performance of any act other than those
specifically referred to herein. However, the failure of either party to require the performance of any term
in this Agreement, or the waiver by any party of any breach, shall not prevent subsequent enforcement of
such term nor be deemed a waiver of any subsequentbreach.

16. ASSIGNABILITY.

This Agreement is personal to Licensee. Except as provided in Section 2.3 and this Section 16 and
except for assignments by Licensee to any of its Affiliates, neither this Agreement nor any of Licensee's
rights shall be sold, transferred or assigned by Licensee without IMGCL's or the University's prior written
approval and no rights shall devolve by operation of law or otherwise upon any assignee, receiver,
liquidator, trustee or other party. IMGCL may assign this Agreement without Licensee's consent in
connection with a merger, consolidation, transfer or sale of substantially all of IMGCL' s assets or business
to which this Agreement relates. Subject to the foregoing, this Agreement shall be binding upon and inure
to the benefit of the party's successors and assigns.

17. ENFORCEMENT BY OR AGAINST UNIVERSITY.

The University is entitled to enforce its rights in the Licensed Marks and the terms of this
Agreement directly against the Licensee. Licensee is entitled to enforce the terms of this Agreement
directly against the University.

18. SURVIVAL.

Each provision ofthis Agreement that expressly or by its nature provides for rights, obligations or
remedies that extend beyond the expiration or earlier termination of this Agreement, will survive and
continue in full force and effect after this Agreement expires or is earlier terminated.

19. GOVERNING LAW.

This Agreement shall be governed by the laws of the State of Georgia.

15
 20. NOTICES AND PAYMENTS.

Any notice shall be delivered personally or sent by certified mail (postage prepaid, return receipt
requested), or by a recognized US overnight courier, and shall be sent to the addresses given below, or such
other addresses as may be designated in writing during the term of this Agreement:

To IMGCL or University:
IMG College Licensing
Attn: _ __
1075 Peachtree Street, Suite 3300
Atlanta, GA 30339

To Licensee: NIKE USA, Inc. And: NIKE USA, Inc.

Attn: Licensing Contract Manager Attn: Contract Specialist, Sports Mktg
One Bowerman Drive One Bowerman Drive
Beaverton, OR 97005-6453 Beaverton, OR 97005-6453

21. NO PARTNERSHIP FRANCHISE.

Nothing in this Agreement shall be construed to place Licensee and the University or Licensee and
IMGCL in the relationship of partners, joint venturers, franchisee/franchisor or agents and, except with
respect to IMGCL as the authorized agent for the University, neither party shall have the power to obligate
or bind the other or the University in any manner whatsoever. Nothing in this Agreement shall give, or is
intended to give, any rights of any kind to any third parties. Neither IMGCL nor the University is in any
way a guarantor ofthe quality of any product produced by Licensee. Licensee shall neither state nor imply,
directly or indirectly, that Licensee or its activities, other than under this license, are supported, endorsed or
sponsored by IMGCL or the University.

22. CONFIDENTIALITY.

IMGCL shall not disclose to any third party the terms ofthis Agreement. Neither IMGCL nor, to
the extent permitted by North Carolina law, the University shall disclose to any third party Licensee's sales
information, marketing strategies or plans, or any other information in whatever form disclosed to, or
observed or learned by, IMGCL or its representatives under this Agreement including, without limitation,
all information disclosed to, or observed or ascertained by, IMGCL or its representatives during any audits
or inspections permitted by this Agreement. The parties acknowledge that the terms of this Section 22 shall
not prohibit disclosures of information by IMGCL to University personnel who need to know such
information. This Section 22 shall survive expiration or any termination of this Agreement.

23. MISCELLANEOUS.

(a) When necessary for appropriate meaning, a plural sha!J be deemed to be the singular and
singular shall be deemed to be the plural. Section headings are for convenience only and shall not add to
or detract from any of the terms or provisions of this Agreement.

(b) This Agreement may be executed in counterparts. Each counterpart will be considered an
original, arid all of them, taken together, will constitute a single Agreement. Facsimile signatures will be
deemed original signatures for all purposes under this Agreement.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as ofthe date first above
written.
16
NIKE USA, Inc. IMG College Licensing LLC, Authorized agent on behalf of
the University of North Carolina at Chapel Hill

By: _ _ _ _ _ _ __
Jot l/uttlt1#JtJlt
By: _ _ _ _ _ _ __

Name: Nico Harrison Name: Joe Hutchinson

Title: _ v_P_, _
Jo_r_d_an_ s M
_ __ Title: SVP Licensing

Date: 8/13/18 Date: 8/9/18

17
 APPENDIX A

LICENSED MARKS
 ~

11»1uTh.vr~~~mw 00~ l~1:i:c~)l~:tr~1 ((~)l~~~)l]Dlalr-J i!l~ ~f11~11ix~i~~nr University of North Carolina <1>
North Carolina ®
Tar Heel™ Dean E. Smith Center™ Old Well™
~ ~ : r n l!liA~ ~Yfil~l'1l~ Heels™ Dean Dome TM Carolina Blue TM
Carolina m Carolina Fever~ Kenan Memorial Stadium TM Hark the Sound TM
Established: 1789 location; Chapel Hill, NC Nickname: Tar Heels UNce North Carolina Tar Heels TM Bosha mer Stadium TM
Mascot Name: Rameses Conference: Athletic Coast Conference (ACC) Tar Heels• Carolina Tar Heels• Carmichael Auditorium™
~ ~~ White r~~ ~~}0rrWi1
PANTONE 542 C WHITE
PANTONE 877 C PANTONE 429 C
C:60 M:19 Y:1 K:4 I R:123 G:175 B:212 MADEIRA:1002 C:100 M:90 Y:10 K:77 I R:19 G:41 B:7S MADEIRA: 1000 C:23 M:16 Y:13 K:46 I R:141 G :144 B:146I C:21 M:11 Y:9 K:23 I R:162 G:170 B,173
MADEIRA Rayon: 1175 I RA: No Match RA:2297 MADEIRA Rayon: 1043 I RA: 2303 RA:2296 MADEIRA Metallic: 501 1 MADEIRA Rayon: 1043 I RA: 2S85
• Approved Unive,sity ook,rs or the *PANTONE® colors hsted on this page must be used. The colors on lhis pa.ge are not intended to match PANTONE color standards, For PANTONE color standards. refer to the current edit;ons of the PANTONE color publications. *PANTONE® is a registered tradematk of PANTONE, Inc.

Primary Athletic Marks ~ 5l

~ ~ ~
6 10
_,m~•~~;,~m 1 ~ ~.
1

• "1 · = • , 16

18 _ 21! __, 22

! PAGE 1/3 ! NOTE: The marks of University of North Carolina are controlled under a licensing program administered by IMG College Licensing.Any use of these marks will require written approval from IMG College Licensing.
 Combination Marks 24 " ~-
27

Word Marks
[ CAROLINA. C·~ROIJI •
CAROLINA •
CARDLINA.,.
30 32 33

CAROLINA.. ~RDU :N CAROLINA CARDLINA, I (g[@JJ1mVi,

36 J5 39

TAR HEELS~ E~S 1

TA.RHEELS TAR REEL& I W'j[O)J(@AArWl
42 4-1: 45

UNC® Wllli UNC UNC~ I W:Rr(cr{

48

NORTlf NORTq
CAROLINA- CAROLINA.
52 5$1

NORTH NORTH
CAROLINA.. CAROLINA,
!
PAGE 2/3 ! NOTE: The marks of University of North Carolina are controlled under alicensing program administered by !MG College Licensing.Any use of these marks will require written approval from IMG College Licensing.
,,~
~
Script Marks
56
- .
59 " 61
I
ccmohna- o-,fin4- ~~
62 1 83 65

~ 1.~
Institutional Marks 68 72
School Seals

~ THE UNIVERSITY

JLil ~f NORTH
,it
CAROLINA
CHAPEL HILL

73

rm
• University seal permitted on products for resale (limited u.se). •The argyle patt4a11'n on uniforms is an exdus ive progl'iatm and not ava ilable fo r use by additional licensees.
• No alterations or overlaying graphics to seal permitted. • Cross licensing with other marks may be permitted with an additional agreement.
ADDITIONAL PERTINENT • University license$ consumables (must have expiration date on pack.aging), • No use of current players' name, image, or likeness is per'mitted on commerciat products in viofation of NCAA
• University licenses health and beauty products.
INFORMATION rules and regulations.
• University permits numbers on products for tasale. The us& of 23 on jerseys is l'estrit:t:ed to the University • No references to alcohol, drugs, or tobacco related products may be used in conjunction with University ma rks.
sideline partner. • Tar Heels must be two words.

PAGE2/2 I NOTE: The marks of University of North Carolina are controlled under a licensing program administered by IMG College licensing.Any use of these marks will require written approval from IMG College Licensing.
 APPENDIXB

LICENSED ARTICLES

Part I - Exclusive Licensed Articles

A. Jerseys (excluding youth and infant/toddler)*

1. Authentic and Replica Football Jerseys
2. Authentic and Replica Men's and Women's Basketball Jerseys
3. Authentic and Replica Baseball Jerseys
4. Authentic and Replica Jerseys for Lacrosse and Soccer
5. Vintage/Throwback Jerseys for Football, Men's and Women's Basketball, Baseball,
Lacrosse and Soccer
6. Fashion Jerseys for Football, Men's and Women's Basketball, Baseball, Lacrosse
and Soccer

*The exclusive rights to jerseys shall exclude youth jerseys in all silhouettes other than
"authentic" jerseys.
B. Authentic Competition Apparel

Part II - Non-Exclusive Licensed Articles

A. All athletic and athletically inspired or derived footwear.

B. All apparel, headwear and accessory articles other than Jerseys and Authentic Competition
Apparel including, but not limited to, shirts, sweatsuits, sweatshirts, sweatpants, jackets,
separates, shorts, pants, performance apparel, hats, headbands, wristbands, bags, socks,
hand-towels, gloves, and other body coverings and accessories.
C. Sports equipment including, but not limited to, basketballs and other inflatable balls,
eyewear, sunglasses, wristwatches and sports timing devices (including devices used in
combination with timing devices such as heart-rate monitors or calorimeters), and such
other equipment as NIKE may add to its product lines at any time during the term ofthis
Agreement.

Part III-Exempted Exclusive Licensed Articles

A. Replica FootballJerseys
B. Replica Men's and Women's Basketball Jerseys
C. Replica Baseball Jerseys
D. Fashion Jerseys (Football, Men's and Women's Basketball, and Baseball)
 APPENDIXC

DISTRIBUTION CHANNELS

Licensee is authorized to distribute or sell Exclusive Licensed Articles only in the Distribution Channels specifically
marked below.
Restricted (REST). Sales of Exclusive Licensed Articles to internal departments of the Collegiate
Institution for internal use only by the Collegiate Institution and not for resale. Examples include departmental
suppliers, uniform manufacturers, and similar forms of non-retail internal use. Restricted Channel does not
include bookstores, other institutional retail outlets, student clubs and student organizations.

X Campus/Local (CAMP). Sales of Exclusive Licensed Articles to retail stores whose primary function
is serving the university community, including I) independently owned fan/gift shops located in the same
town/city as the university; 2) store members of NACS (National Association of College Stores) that carry
80% of their store inventory for one university; 3) stores that carry textbooks and 80% of their non-textbook
inventory for one university; 4) stores that carry 80% of their total company inventory for one university; or 5)
university-owned outlets, including student owned/operated stores. Examples include campus and off-campus
bookstores, athletic department team stores, campus/athletic concessionaires, local fan/gift shops in the same
town/city as the university, and university-owned hotels/golf course shops/visitor centers or similar entities.

Super Center/Wholesale Clubs (SCWC). A retail or warehouse style store, typically larger than
50,000 square ft, that (1) offers one-stop shopping for customers by providing a wide range of consumer
products at discounted prices or 2) requires customers to pay a membership fee in order to shop for discounted
merchandise.

Grocery/Drug/Convenience Stores (GDC). A retail store that l) primarily provides a wide variety of
food and consumables, but also carries health and beauty care items, pharmaceuticals, and related products and
services or 2) primarily offers pharmacy services but can also sell a wide variety of consumer products or 3)
is usually located near busy roads or interstates and provides a convenient location to purchase a wide variety
of consumable goods and gasoline services (i.e., gas stations and truck stops).

Specialty Mass (SMC). A retail store that l) offers one or a few categories of merchandise and carries
a wide selection of merchandise in those categories at discounted prices or 2) is typically smaller than 50,000
square feet and offers a wide variety of consumer products at discounted prices. This channel encompasses
mass retailers that don't qualify for another distribution channel and therefore contains a wide range of retail
formats including stand-alone vending machines.

X Off-Price (OPC). A retail store that offers or deals in consumer goods, typically close-out or
liquidated brand-name products, at discounted prices.

Amusement Park (AMP). Sales offered by a theme park which may ha:ve rides, games and other
entertainment attractions. This channel also encompasses family entertainment centers (e.g., Dave & Busters,
Chuck E. Cheese, etc.) and arcades.

X Department Stores (DPT). A retail store, typically part of a chain of stores, which sells a wide range
of products without a predominant merchandise line. Department stores typically sell products including
apparel, furniture, appliances, electronics, and other select lines or products such as cosmetics, jewelry, toys,
and sporting goods.
X Sporting Goods/Sports Specialty/Fan Shops (SGSS). A retail store that specializes in selling licensed
sports apparel, team sports apparel and/or sports equipment.

X Better Department Stores/Boutiques (BDPT). A high end or elite department store that sells a wide range
of products without a predominant merchandise line, or a small shopping outlet that specializes in elite and
fashionable items, such as clothes and jewelry.

X Specialty Mid-Tier (SMT). A retail store that typically specializes in a specific range of merchandise
and related items other than licensed sports apparel. Most stores have an extensive selection of items they specialize
in; and staff provides high levels of service and expertise. This channel encompasses mid-tier retailers that don't
qualify for another distribution channel and therefore contains a wide range of retail formats.

X Golf Specialty (GLFS). A retail store or golf pro shop that sells predominantly golf related products
including bags, balls, clubs, shoes, clothing, etc. These stores or shops do not have an affiliation with a Collegiate
Institution.

X lnternetfl'V/Catalog (ITC). Retailers in the ITC channel focus primarily on commerce though the
Internet (e.g., GSI, FansEdge, etc.), via shopping networks (e.g., QVC, HSN or Shop NBC, etc.), and published
catalogs that are mailed directly to the consumer.

X Team Dealer (TDLR). Institutional or league sales of sporting goods products through established
distribution territories outlined by sporting goods companies. Team Dealers may or may not have a "retail"
showroom, generally have office and warehouse space to conduct business, and often have traveling sales
people to call on schools, leagues, organizations, and teams for distribution of products ranging from team
uniforms to sports equipment.

X Related Retail/Direct* (RRET). Sales of Exclusive Licensed Articles directly to the consumer
through a retail storefront owned and/or operated by the Licensee, any affiliate or subsidiary of Licensee, or
any other person, firm or corporation related in any manner to Licensee or its officers, directors or major
stockholders, or through direct consumer solicitations (e.g., catalog, direct mail, direct response advertising,
local craft shows, etc.) by Licensee, any affiliate or subsidiary of Licensee, or any other person, firm or
corporation related in any manner to Licensee or its officers, directors or major stockholders. Please note that
IMGCL and the Collegiate Institutions approve sales into this distribution channel on a case-by-case basis and
only under unique circumstances.

*Royalties for sales made in the Related RetaiVDirect Distribution Channel shall be paid on the final invoice
price charged the customer/consumer.

NOTES: All sales outlets (e.g., online or catalog) for a retailer are considered to be in the same distribution
channel as the retailer's primary classification by IMGCL and the Collegiate Institutions.

A retailer with more than one location is defined in its entirety, not as individual retail stores. IMGCL
and the Collegiate Institutions shall have the right to determine whether a particular retail account falls
within a particular Distribution Channel.
 APPENDIXD

ROYALTY STATEMENT FORM

IMG College Licensing Royalty

Reporting Form

UNIVERSITY OF NORTH CAROLINA-TAR HEELS

Licensee: I Nike USA Inc. IMGCLCOD

E
Reporting Period: I
NC

Product Category Sub-Catej!;ory Total Sales Rate Royalty Due

GRAND TOTAL

ROYALTY PAYMENT DUE $0.00

 APPENDIXE

AGREEMENT TO BE BOUND

THIS AGREEMENT TO BE BOUND (this "Agreement") is made as of the date of last signature below by
_ _ _ _ __, a _ _ _ _ _ _ organized under the laws of the state of _ _ _ _ _ ___, (" ")
_ _ _ _ _ _ a _ _ _ _ _ _ organized under the laws of the state of _ _ _ _ _ _ ("Affiliate Sublicensee"),
NIKE USA, Inc., a corporation organized under the laws of the state of Oregon ("NIKE"), and IMG College Licensing
LLC, a Georgia limited liability company("IMGCL") in its capacity as authorized licensing agent for the University of
North Carolina at Chapel Hill ("University").

Recitals

A. NIKE has entered into a Retail Product License Agreement, having an effective date of July 1, 2018, with the
University through its authorized agent IMGCL, pursuant to which the University has granted to NIKE, among other
things, the right to use Licensed Marks of the University in connection with the manufacture, marketing, importation,
distribution and sale of certain products in the Territory (the "License Agreement"). A copy of the License Agreement is
attached hereto and incorporated herein.

B. NIKE has sublicensed or assigned to Affiliate Sublicensee the right to use the Licensed Marks in connection with
the manufacture, marketing, importation, distribution and sale of certain Exclusive Licensed Articles under the NIKE and
Jordan brands in the" _ _ _ "Distribution Channel in the Territory.

C. _ _ _ _ desires to receive a further sublicense or assignment from Affiliate Sublicensee of the Licensed Marks
for use in connection with the manufacture, marketing, importation, distribution and sale of certain Exclusive Licensed
Articles under the _ _ _ _ _ brands in the " _ _ _ _" Distribution Channel in the Territory.

D. Pursuant to the terms of the License Agreement, in order to receive such a sublicense or assignment, _ _ __
must agree to be bound by the terms and conditions of the License Agreement.

NOW, THEREFORE, _ _ _ _ _ acknowledges consents and agrees as follows:

1. Capitalized terms not othetwi.se defined in this Agreement shall have the meaning set forth in the License
Agreement.

2. _ _ _ _ agrees, for the benefit of the University and its authorized agent, IMGCL, to perfonn, comply with
and to be bound by all of the terms, covenants, agreements, provisions and conditions of the License Agreement, including
but not limited to for emphasis Sections 4 (Quality, Notices, Approvals and Samples), 5 (Royalty), 6 (Records and Right to Audit),
7 ( Ownership and Use of Licensed Marks), 8 (Indemnification), 9 (Inswance), 11 (Du.ti.es upon Tennination), 13 (Remedies), 17
(Enforcement By or Against University) and 18 (Survival), in connection with the performance by _ _ _ _ of all of its
duties, obligations and responsibilities as a sublicense or assignee ofthe Licensed Marlcs.

3. Term: This Agreement shall be effective the last date of signature below and shall be tenninated by IMGCL
(]) ifNIKE's License Agreement with IMGCL expires or is terminated for any reason; or (2) if NIKE discontinues its
relationship with Affiliate Sublicensee with respect to the use of the Licensed Marks; or (3) upon notice to _ _ _ __
for breach by _ _ _ _ _ of the provisions of the License Agreement that are not cured in the manner set forth in
the License Agreement.

IN WITNESS WBEREOF,,_ _ _ _ _ _has executed this Agreement on the date oflast signature below.
 IMG College Licensing LLC
By: _ _ _ _ _ _ _ _ _ _ _ __ By:,_ _ _ _ _ _ _ _ _ _ _ __

Name:,_ _ _ _ _ _ _ _ _ _ _ __ Name:, _ _ _ _ _ _ _ _ _ _ _ _ __

Title:_ _ _ _ _ _ _ _ _ _ _ _ __ Title:_ _ _ _ _ _ _ _ _ _ _ _ __

Date:._ _ _ _ _ _ _ _ _ _ _ _ __ Date:

_ _ _ _ _ _ _ _ ("Affiliate Sublicensee")

By: _ _ _ _ _ _ _ _ _ _ __

Name:_ _ _ _ _ _ _ _ _ _ _ __

Title:,_ _ _ _ _ _ _ _ _ _ _ _ __

Date:

NIKE USA, Inc.

By:_ _ _ _ _ _ _ _ _ _ _ __

Name:. _ _ _ _ _ _ _ _ _ _ _ _ __

T itle:

Date:
 APPENDIXF

AGREEMENT REGARDING
LABOR STANDARDS AND CORPORATE SOCIAL RESPONSIBJLITY

This is an Agreement between NIKE USA, Inc., a corporation mgani7.ed Wlder the laws of the state of Oregon, having its
principal pJace of bus:ines8 at One Bowerman Drive, Beaverton, Oregon 97005-64S3 ("Licensee"), and IMO College Licensing llC, a
Georgia limited liability company, having its principal place of business at 1075 Peachtree Street Suite 3300, Atlanta, Georgia 30309
("IMGCL"), as agent on behalf of University ofNorth Carolina at Chapel Hi11 ("Collegiate Imtitution'').

WHEREAS Licensee and IMGCL, contemporaneously with their cntiy into this Agreement. are entering into a Retail Product
License Agreement jnvolving the use of Collegiate Institution indicia (together with all appendices, thereto, the "License Agn:ement");

WHEREAS Collegiate Institution is committed to sourcing products which bear the Licensed Indicia only from licensees and
manufacturers that use: fair labor practices and conduct business in a &0cially responsibJc manner;

WHEREAS defined terms not defined herein will have the same meanings as ascribed to such terms in the License ~ e n l

NOW, THEREFORE, in oonsideration of the parties' mutual covenants and undertakings, and other good and valuable
consideration the receipt and sufficiency ofwhich are acknowledged, the parties agree u follows:

1. LICENSEE OBLIGATIONS

Licensee agrees to the following:

A. Labor Code Stiuidard&. LicCDBCC Bhall ensure that all domestic or foreign parti~ producing Licensed Articles or applying
Licensed Indicia ofthe Collegiate Institution ("Manufacturers") comply with the IMGCL Labor Code Standards attached
as Schedule I for the manufacturing ofLicemed Articles under the License Agreement. Notwithstanding anything to the
contrary in this Agreement, the IMGCL Labor Code Standards attached to this Agreement as Schedule I, or the Licensing
Agreement. the IMGCL Labor Code Standards apply, and any and all references to Licensee in the IMGCL Labor Code
Standards !!hall be deemed to apply, exclusively to Manufacturers.

B. Factory Monitoring. Collegiate Institution is an affiliate of Worker Rights Consortium ("WRC", an indopendent labor
rights monitor), and the Fair Labor Association, ("'FLA") a multl-stalceholder initiative that conducts independent
monitoring of its Liceruiee affiliates, and has designated both the WRC and the FLA as its independent labor rights
monitors. licensee is an affiliate of the FLA (and shall participate in one of the applicable categories). Licensee will
continue to comply with its ob1igations to participate in and remain in good standing with the FLA under the applicable
category. Liccnsec and the WR.C have agreed to e. Protocol for Monitor Investigations of Nike Supplier Factories
("Protocol''), which is incorporated herein as Exhibit A. Licensee agrees to comply with its obligations under the terms of
the Protocol for all Manufacturers. Collegiate Institution may participate in discussions facilitated by e. designated college
or university between licensee and the WRC on a regular basis, and at other times if concerns arise in the carrying out of
any portion of this protocol. Collegiate Institution may invite other universities to participate in these discussions.

C. Factory l)jsclosurcs. On not less than a quarterly be.sis, Licensee shall identify and provide lnformation regarding each
Manufacturer to IMGCL or the Collegiate Institution designee. For each Manufacturer, Licensee will provide the factory
name, contact name, address, phone number, email address, products produced. and nature of business association with
the Licensee. Such information will be provided on forms provided by IMGCL. The Collegiate Institution rC'.1!lel'Yell the
right to disclose this information to third parties, without n:striaion as to its further distribution.

D. Wages. Licensee reoogni7.es that wages are essential to meeting employees' basic needs. Licensee sh8ll require
Manufitcturcrs to pay employees, as a floor, at least the minimum wage required by local law or the local prevailing
md'Um'J wage, whichever is higher, and to provide legally mandated benefits.

E. Remediation. Llcensee will use its bellt efforts, including all available economic leverage including exit, to cause
Manufacturers to remccliate any violations identified by the WRC and/or FLA. To the ~ent that a disagreement exists
between Llcensec and a Collegiate Institution as to whether an identified violation has been fuJly remediated, LiCCJlllee
 agrees to discuss in good tiDtb the ditlcrcnccs with that Collegiate: Institution. IMGCL may tenninate the Licen&'C
Agreement without cause on behalf of any Collegiate Institution a1 the request of that CoJlegiate Institution, including
whether the Collegiate Institution determines that Licensee has fmled to effectively remediate a violation within a time
period that is reasonable with respect to the nature and ex.tent of the violation.

F. Bangladesh Accord. Licmisees that source Licensed Articles from Manufacturers in Bangladesh must sign the Accord on
Fire and Building Safety in Bangladesh ("Accord"}. Licensee agrees to be identified among Accord signatories at
hnp://ban'1adesbaccord.org/signatories/ and provide written documentation to IMGCL and C.Ollegiatc Institution to this
effect prior to sourcing Licensed Articles ftom Manufacturers in Bang}adesh.

Licensee's fiillure to comply wnh aoy af its obligations under this Section &ball be conllidcred a breach of the License
Agreement.

2. TERM

This Agreement shall begin effect on the last date of signature below and shall termiIJatc upon the termination, revocation,
cancellation or expiration of the rights gnum:d Licensee under the License Agreement with respect to affected Collegiate Institution(s).
Any rencwal(s) of said Liccru;e Agreement shall constitute renewal ofthis Agreement.

3. SEVERABILITY

The detennination that any provision ofthis Agreement is invalid or lDlenforceable shall not invalidate this Agreement, and the
remainder of this Agr=mcnt shall be va1id and enforceable to the fullest exrent permitted by law.

4. NOWAIVER, MODIFICATION, ETC,

This Agreement, including attachments, constitutes the CDtire agreement and understanding between the parties and cancels,
terminates, and supcrsedes any prior agreement or understanding relating to the subject matter hcm:,f between Licensee, IMGCL and
Collegiate Institution. There are no repre&entations. promises, agreements, warranties, covenants or understandings other than those
contained herein. None of the provisions of this Agreement may be waived or modified, except expressly in writing signed by both
parties. However, fiillure of either party to require the performance of any term in this Agn:cmcnt or the waiver by either party of any
breach shall not prevent subsequent enforcement of' wch term nor be deemed a waiver of llllY subsequent breach.

5. MISCELLANEOUS

When necessary for appropriate meaning, a pJmal shall be deemed to be the singular and singular shall be deemed to be the
plural. The attachal Schalules and Riders arc an integral part of this Agreement. Paragraph headings are for convenience only and
shall not add to or detract from any afthe terms or provisions ofthis Agreement. This Agreement shall be construed in accordance with
the laws ofthe state of Georgia, which shall be the sole jurisdiction for any disputes.

AGREED AND ACCEPTED:

NIKE USA, INC. IMG College Licensina LLC,

Authorized agent on bellalf of the Univentty
of North Caro at Chapel mu

By: By:
Name: Gary D. Way
General Counsel-Jordan Brand
Title: Title:
 IMGCL Labor Code Standards
Schedule I

I. Introduction: IMG College Licensing ("IMGCL") and the collegiate institutions represented by IMGCL
("Collegiate Institutions") are each committed to conducting their business affairs in a socially responsible and
ethical manner consistent with their respective educational, research and/or service missions, and to protecting and
preserving the global environment. While IMGCL and the Collegiate Institutions believe that Licensees share this
commitment, IMGCL and certain Collegiate Institutions have adopted the following Labor Code Standards (the
"Code") which requires that all Licensees, at a minimum, adhere to the principles set forth in the Code.

Throughout the Code the term "Licensee" shall include all persons or entities which have entered into a written
"License Agreement" with IMGCL to manufacture "Licensed Articles" (as that term is defined in the License
Agreement) bearing the names, trademarks and/or images of one or more Collegiate Institutions. The term
"Licensee" shall for purposes of the Code, and unless otherwise specified in the Code, encompass all of Licensees'
contractors, subcontractors or manufacturers which produce, assemble or package finished Licensed Articles for
the consumer.

II. Standards: Licensees agree to operate work places and contract with companies whose work places adhere to the
standards and practices described below. IMGCL and the Collegiate Institutions prefer that Licensees exceed these
standards.

A. Legal Compliance: Licensees must comply with all applicable legal requirements of the country(ies) of
manufacture in conducting business related to or involving the production or sale of Licensed Articles. Where
there are differences or conflicts with the Code and the laws of the country(ies) of manufacture, the higher
standard shall prevail, subject to the following considerations. In countries where law or practice conflicts with
these labor standards, Licensees agree to consult with governmental, human rights, labor and business
organizations and to take effective actions as evaluated by IMGCL, the applicable Collegiate Institution(s) or
their designee, and the applicable Licensee(s) to achieve the maximum possible compliance with each of these
standards. Licensees further agree to refrain from any actions that would diminish the protections of these labor
standards. ·

B. Employment Standards: Licensees shall comply with the following standards:

1. Wages and Benefits: Licensees recognize that wages are essential to meeting employees' basic needs.
Licensees shall pay employees, as a floor, at least the minimum wage required by local law or the local
prevailing industry wage, whichever is higher, and shall provide legally mandated benefits. 1

2. Working Hours: Except in extraordinary business circumstances, hourly and/or quota-based wage
employees shall (i) not be required to work more than the lesser of (a) 48 hours per week and 12 hours
overtime or (b) the limits on regular and overtime hours allowed by the law of the country of manufacture
or, where the laws of such country do not limit the hours of work, the regular work week in such country
plus 12 hours overtime; and (ii) be entitled to at least one day off in every seven day period.

3. Overtime Compensation: In addition to their compensation for regular hours of work, hourly and/or quota-
based wage employees shall be compensated for overtime hours at such a premium rate as is legally required
in the country of manufacture or, in those countries where such laws do not exist, at a rate at least equal to
their regular hourly compensation rate.

1
IMGCL and the Collegiate Institutions will continue to monitor these issues and will promote studies that examine
conditions and factors related to minimwn and prevailing wages and employees' basic needs.
4. Child Labor: Licensees shall not employ any person at an age younger than 15 (or 14, where, consistent
with International Labor Organization practices for developing countries, the law of the country of
manufacture allows such exception). Where the age for completing compulsory education is higher than
the standard for the minimum age of employment stated above, the higher age for completing compulsory
education shall apply to this section. Licensees agree to consult with governmental, human rights and
nongovernmental organizations, and to take reasonable steps as evaluated by IMGCL, the applicable
Collegiate Institution(s) or their designee, and the applicable Licensee(s) to minimize the negative impact
on children released from employment as a result of implementation or enforcement of the Code.

5. Forced Labor: There shall not be any use of forced prison labor, indentured labor, bonded labor or other
forced labor.

6. Health and Safety: Licensees shall provide a safe and healthy working environment to prevent accidents
and injury to health arising out of, linked with, or occurring in the course of work or as a result of the
operation of Licensee facilities.

7. Nondiscrimination: No person shall be subject to any discrimination in employment, including hiring,

salary, benefits, advancement, discipline, termination or retirement, on the basis of gender, race, religion,
age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin.

8. Harassment or Abuse: Every employee shall be treated with dignity and respect. No employee shall be
subject to any physical, sexual, psychological or verbal harassment or abuse. Licensees will not use or
tolerate any form of corporal punishment.

9. Freedom of Association and Collective Bargaining: Licensees shall recognize and respect the right of
employees to freedom of association and collective bargaining.
 Labor Code Standards
Rider to Schedule I

Women's Rights:

1. Women workers will receive equal remuneration, including benefits, equal treatment, equal
evaluation of the quality of their work, and equal opportunity to fill all positions as male workers.
2. Pregnancy tests will not be a condition of employment, nor will they be demanded of employees.
3. Workers who take maternity leave will not face dismissal nor threat ofdismissal, loss of seniority
or deduction of wages, and will be able to return to their former employment at the same rate of
pay and benefits.
4. Workers will not be forced or pressured to use contraception.
5. Workers will not be exposed to hazards, including glues and solvents, that may endanger their
safety, including their reproductive health.
6. Licensees shall provide appropriate services and accommodations to women workers in
connection with pregnancy.
 EXHIBIT A

PROTOCOL FOR WRC INVESTIGATIONS

OF NIKE SUPPLIER FACTORIES

I) Request for Access

A) The Worker Rights Consortium ("WRC") will provide Nike, Inc., ("Nike") with a written request for
access to a specific Nike supplier factory, for the purpose of conducting an investigation of working
conditions at the factory or to confirm remediation as described in Section l(B). The WRC will provide
the substantive reasons for the request when requesting access to the factory. If requested by the WRC,
Nike will not disclose the reasons for requesting access to the factory.

B) Nike will use its best efforts, using all available economic leverage including exit, to facilitate access to
the factory, including its facilities and personnel, within fifteen (15) days from receiving the WRC's
written request. In extraordinary circumstances, Nike will use its best efforts, using all available
economic leverage including exit, to facilitate access no more than twenty-one (21) days from receiving
the WRC' s written request. In the event that an urgent problem is reported at the factory, Nike will
facilitate access for the WRC as soon as possible. Consistent with Section I(A), the WRC will have the
ability to return to the factory, after its initial visit, to confinn that remediation has occurred.

C) To the extent possible, Nike will share records of audits that have been conducted at the factory by
Nike's staff, its agents, or other organizations. Nike and the WRC will discuss any findings that have
been made and corrective actions that have been recommended or implemented. The WRC will review
and give due consideration to findings reached by other organizations that have previously conducted
audits or assessments in the factory.

II) Investigation

A) The WRC will be permitted to take photographs, copy documents, and interview factory workers and
managers.

B) Following an inspection, or in lieu of inspection when determined by the WRC, Nike will use its best
efforts to ensure the WRC has access to physical or electronic records needed to complete the WRC's
investigation.

C) Nike's staff or its agents may be present in the factory during the WRC's investigation. The WRC will
make best efforts to coordinate logistics with other entities. If coordinating schedules between Nike or
its agents and the WRC would cause a significant delay, then Nike will facilitate separate access to the
factory for the WRC. When necessary, the WRC will be permitted to review personnel records or
interview factory workers or managers in private in order to protect confidentiality and anonymity.

D) The WRC will protect the confidentiality of competitive or proprietary information related to Nike or
the factory obtained during its investigation.
III) Remediation and Reporting

A) The WRC will provide reasonable notice, including a detailed summary of findings, to Nike prior to
publishing its factory report in order to include commitments from Nike or the factory regarding
remediation, or for Nike or the factory to demonstrate that appropriate corrective actions have been
taken or are in process. The WRC may communicate its fmdings, prior to the publication of its report,
to the factory owners, the factory workers, their representatives, government officials, and/or other
buyers, and will discourage these parties from prematurely circulating this information. The WRC will
not communicate its findings to any parties other than these prior to publication of its report. In its
factory report, the WRC will identify all brands and retailers that it knows to be sourcing from the
factory and specify which of them are university licensees sourcing university apparel.

B) Nike and the WRC will work with the factory- and, if possible, non-collegiate apparel brands and
retailers sourcing from the factory - to develop a remediation plan within a reasonable time after Nike
receives the WRC's summary offmdings. To the extent that the WRC learns that the factory
manufactures university-licensed products for other university licensees, the WRC will engage all
university licensees sourcing from the factory to discuss its findings and work together on a remediation
plan. If Nike and the WRC agree on the needed outcome of remediation but disagree on the process of
achieving remediation, the parties will discuss such differences, and the WRC will retain the absolute
right to express its recommendations regarding remediation in its reports.

C) In the event that a problem identified at the factory is of such an urgent nature (for example, where there
is an imminent danger to workers' health and safety, or where a mass dismissal of workers is imminent
or has occurred) that immediate reporting is necessary, the WRC will notify Nike and publicly report
the problem.