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Contract ID: 0000000300000000000002082

MEMORANDUM OF AGREEMENTBetweenThe University of IowaIowa City, Iowa

and1 Hat World, Inc. dlb/a Sports AvenueIndianapolis, IN

Version : 0.00Amendment: 0

THIS MEMORANDUM OF AGREEMENT (hereinafter "Agreement") is made and entered into on July 6,2011 by and between The University of Iowa, Iowa City, Iowa; (hereinafter "University") and Hat World,Inc. d/b/a Sports Avenue, 7 ~ 5 5 Woodland Dr, Indianapolis, IN, 46278 (hereinafter "Licensee").RECITALSWHEREAS, It Is the desire of the University to enter into an Agreement with Hat Wortd, Inc. dlb/a SportsAvenue to provide The University of Iowa as outlined In Request for Proposal (hereinafter "RFP") #14232 and as amended In thie Agreement, and

WHEREAS, the Licensee desires to provide Licensed Merehandlse Sales for the University inaccordance with the terms and conditions as outlined in RFP # 14232 and as amended In this Agreement,andTHEREFORE, In consideration of the promises and the mutual covenants contained therein, thePartles agree as follows:

Unless specifically altered herein, all specifications, requirements, and terms and conditions of RFP #14232, and the Licensee's responses thereto, form the basis far and are hereby incorporated Into thisagreement.TERM:This Agreement shall begin on or about Julv 1, 2011 and remain In affect for the succeeding flve (5) yearperiod, through and Including June 30, 2018. Thereafter, the University reserves the right to negotiatewith LiCEnsee to extend the contract for up to an additional two (2) -five (5) year extension periods,through June 30, 2026. The University reserves the right to extend the contract on a month to monthbasis beyond the expiration of he contract to facilitate establishment of a new contract. The Universttyreserves, solely, the right to determine whether or not any extensions will be offered, whichever is in theUniversity's best in terest.The University may terminate the Agreement at any time within the first ninety (90) days of the initialcontract, or at any time should the University determine that the Licensee's performance is or hasbecome unsatisfactory in the sole op inion of the University.DESCRIPTION OF LICENSE:The Licensee agrees to make Licensed Merchandise Sales and shall pay the University the license feepercentage, based on the annual grass sales or the annual minimum guarantees stated below, whicheverIs higher:

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Conuact/D:0000000300000000000002082

Contract TermJuly 1. 2011 to June 30 2012Julv 1, 2012 to June 30,2013Julv 1 2013 to June 30. 2014J u t ~ 1. 2014 to June 30, 2015July 1 2015 to June 30, 2016

Annual Guarantee*$600,000$600,000$600,000$600,000$600 000

Version: 0.00Amendment: 0

'*The Annual Guarantees stated above rs compnsed from all three components: Concess1ons, TeamStore located on Highway 6 In Coralville, lA (hereinafter "Team Store"), and Web Sales as well as rentalamount for the Team Store located on.Highway 6 in Coralville.( ' Term License Fee Percentaoe for ConcessionsJuly 1, 2011 toJune30, 2012 25%Ju!Y 1, 2012 to June 30, 2013 25%July 1, 2013 to June 30 2014 25%July 1 2014 to June 30, 2015 25%July 1, 2015 to June 30, 2016 25%Contract Term ' Ucense Fee Percentaae for Team StoreJuly 1, 2011 to June 30 2012 25% over $1,000 000Julv 1 2012 to June 30. 2013 25% over $1.000 000July 1. 2013 to June 30, 2014 25% over $1,000 000July 1. 2014 to June 30, 2015 25% over $1 000,000July 1 2015 to June 30, 2016 25% over $1,000 000Contract Term License Fee Percentaae for Web SalesJuly 1, 2011 to June 30 2012 30%July 1, 2012 to June 30 2013 30%July 1, 2013 to June 30 2014 30%July 1 2014 to June 30, 2015 30%July 1, 2015lo June 30,2016 30%Licensee shall provide a percentage of annual gross revenue and a Guaranteed Annual MinimumPayment for all sales of Ullage merchandise during the term of the Contract.License fee is to be paid on "gross revenueft which is defined as all proceeds collected by the Licensee,its agents, or employees from the retail sale of items sold under the awarded contract, excluding salestax. Payments must be made on or before the 25th of each month, based on revenues collected theprevious month.Monthly payments should Include a summary showing the nama and date for each event, gross sales andlicense fee percentage for each event. The monthly payment summary should also include the quantityand value of each item sold, and what quantity of each was sold at the Souvenir Store verses theSouvenir Stands.If the license fee paid on revenues falls short of the guaranteed minimum for an annual period, thebalance will be due no later than September 1st of each year. In addition, payments above the guaranteedminimum shall also be paid no later than September 11 of each year.Licensee shall pay a 25% license fee over $1 million on all University of Iowa merchandise sold throughthe Team Store located on Highway 6 in Coralville, lA. Licensee shall pay a 4% license fee on allUniversity of Iowa merchandise sold through the existing Lids.com Internet site and a 4% license fee onall University of Iowa merchandise so ld through licensee's current or future retail stores within the Stateof Iowa. The 4% license fee is included In the annual guaran1ee.

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Conftact/D: DOOOOD030DOOOODODOD002082 Version: 0.00Amendment: 0Licensee shall pay the University a onetime signing Incentive of $50,000 due upon execution of heAgreementLicensee will supply the University with $2,500 of merchandise annually and allow a 40% discount on al lpurchases for the University Athletics department use. In addition, Licensee will supply one thousand t-shlrts to the University per year.Rent for the Team Store located on Highway Sin Coralville, lA shall be $52,416 per year and Is IncludedIn the Annual Guarantee as stated above. Separate from this rent, the Licensee shall be responsible forell insurance, property taxes, utilities, and maintenance costs since these amounts are NOT Included inthe Annual Guarantee. The Licensee will enter into a separate lease agreement for the Team Store andagrees to fulfill all obligations outlined In said lease.THE UCENSEE FURTHER AGREES:This Agreement including incorporated addenda shall constitute the entire agreement between theParties and shall supersede all previous agreements, written or oral. No modification of waiver of anyprovision shall be valid unless in writing and signed by the Parties.In the event any portion of this Agreement is found to be invalid or unenforceable for an y reason, theremainder of the Agreement shall remain intact. That portion deemed Invalid shall be amended in writingto the minimum extent necessary to be considered valid and enforceable.The Licensee may not assign this A g r e e m e n ~ t h o u t prior written consent of the University. The PartJesagree that the term assigned Includes acquisition of he Licensee by another party. Ucensee agrees toprovide the University with written not ice of any assignment a minimum of thirty (30) business days priorto dale of such event.This Agreement shall be govemed by the laws of the State of Iowa and applicable Federal law.The University's failure to enforce provisions of this Agreement in whole or in part will not negate theAgreement or the enforcement of provisions at a future time.The Parties are acting herein as Independent Ucensee. Nothing herein contained shall create or beronstrued as creating a partnership, Joint venture or Licensee relationship between any of the Parties andno Par ty shall have the atJthorlty to bind the other Party In any respect.The Licensee shall take over operation of the Highway 6 Team Store located In Coralville on July 1, 2011.The University will provide the space empty of all merchandise, equipment, Inventory, display racks, etc.with the e>

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Contract ID: 0000000300000000000002082 Version: 0.00Amendment: 0

under a different legal name should the University determine at Its sole discretion that the oullet be closed.Should this Agreement be terminated or upon expiration, the Licenseewith written approval from theUniversity, which shall not be unreasonably withheld, may change the legal name of the business fo r thenew retail store outlets that were established during the term of Agreement. The license fee fo r any newretail operations will be mutually agreed to in wr11lng, which shall no t be unreasonably withheld, and in noevent will be less than a 4% license fee oo all University of Iowa merchandise sold.The University will be actively involved in the Licensee's creation of a ne w name and/or brand. TheLicensee will seek approval from Athletics In developing the marketing conceptfor the new brand nameincluding how the University's name will be used In these promotions.Upon contract execution, the Ucensae will develop a comprehensive marketing pianthat could includemarketing assets contractuallyassigned to Hawkeye Sports Properties, the Ul's exclusive multi-mediamarketing partner.The Ucensee will prepare a transition plan fo r the University whicn shall provide plans for purchasingdesignated current Universityon-hand inventory. Pricing fo r any available on-hand Inventoryand thevarious concession trailers and available equipment or fixtures currently owned by the University will bemutually agreed to in writing.In the event this contract is not renewed at its expiration, the University will cooperate with Licensee toarrange for selling Ucensee's remaining Inventoryto the new contractor at cost with allowances fo r datedand distressed merchandise .A license to produce University of Iowa apparel will be granted to the Ucensee once Licensee hasexecuted the standard Universitylicensing agreement. Licensee shall pay a 10% royalty based on thewholesale price of the finished product. Said items will also be included in retail license fee payments forproduct sales as described within this agreement for the Team Store located on Highway6 in Coralville,lA, internet, and additionalLicensee retail operations within the State of Iowa. Soft goods manufacturedand offered fo r sale by Licensee shall not exceed 15% of total soft goods unless mutually agreed to inwriting.Licensee will have the right to hold online or retail store clearance sales to dispose of old Inventoryandgenerate revenues fo r the purchase of new Inventory. Licensee shall deduct sales from license fee wheremerchandise is discounted 30% or more.Licensee shall have the option of developing the a-commerce site under a customized shopping cartsolution which could be linked from the hawkeyesports.com, the official World Wide We b site af the IowaHawkeyes, and the Ul's official Facebook and Twitter social media sites to further enhance promotion andpresentatlon.Licensee shall perform a complete remodel of the existing Team Store focated on Highway 6 in Coralville,lA with an estimated cost of $400,000. If the Agreement is not renewed for the first flve-yearextensionoption the University will reimburse the Licensee $50,000 for any un-depreciated asset costs incurred fo rthe remodel of the Team Store located on Highway 6 in Coralville, lA.Purchases from the website developed by the Licensee must be shipped from an iowa address. However,in certain cases, large items such as chairs, tables, barstool, and/or grills that need to be drop shippedfrom 1he manufacturermay be sent from a non-Iowa address when mutually agreed with the University.

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Contr.actJD: OD000003000000000000020B2 Version : 0.00Amendment: 0Having read and understood this Memorandum of Agreement in witness thereof. the Parties havehereunto signed this Agreement.THE UNIVERSITY OF IOWAPurchasing Department202PCOIowa City, lA 52242-2500THE UNIVERSITY OF IOWA

Signature

Dabby ZumbachName

Director of PurchasingTitle

Date

HAT WORLD, INC. DJBIA SPORTS AVENUE7555 Woodland DrIndianapol is, IN 46278~ ~ ~ ignature

h Me \ ctName

TIUe

7 - lO - \ \Date

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