IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11 )

PRINCE SPORTS, INC., et al.,’ ) Case No. 12-11439 (KJC) )

Debtors. ) (Jointly Administered) )

) Related Docket Nos. 55, 58, 60 & 149

Hearing Date: June 19, 2012 at 11:00 a.m. (prevailing Eastern time)

NOTICE OF FILING MODIFIED EXECUTED LICENSE AGREEMENT WITH BATTLE SPORT SCIENCE, LLC

PLEASE TAKE NOTICE THAT on May 9, 2012, the captioned debtors and

debtors in possession (collectively, the "Debtors" or "Prince") filed the Motion ofDebtors for the

Entry of an Order (I) Approving the Debtors ’ Entry into a License Agreement with Battle Sport

Science, LLC, (II) Authorizing Sale of Certain Related Assets Free and Clear ofLiens, Claims,

Encumbrances and Interests, (III) Authorizing Assumption and Assignment of Certain Executory

Contracts and Unexpired Leases and (IV) Granting Related Relief (the "Motion") [Docket No.

55], with the United States Bankruptcy Court for the District of Delaware, 824 Market Street,

Wilmington, Delaware 19801 (the "Bankruptcy Court"). A term sheet detailing the terms of the

transaction was attached to the Motion as Exhibit 1. A copy of the Motion was previously

served upon you.

The Debtors in these Chapter 11 Cases and the last four digits of each Debtors’ federal tax identification numbers are: Prince Sports, Inc. (3936); Prince Sports Holdings, LLC (4436); Prince Sports Management Holdings, LLC (0407); and Prince Sports Acquisition Holdings Corporation (0819). The location of the Debtors’ headquarters and the service address for each of the Debtors is 1 Advantage Court, Bordentown, NJ, 08505.

PLEASE TAKE FURTHER NOTICE THAT the Debtors and Battle Sport

Science, LLC filed a Proposed License Agreement (as referred to in the Motion, the

"Agreement") on May 30, 2012 [Docket No. 149].

PLEASE TAKE FURTHER NOTICE that on June 11, 2012 the Debtors filed and

served on interested parties a Notice of Rescheduled Hearing [Docket No. 191] (the

"Rescheduled Hearing Notice") providing the that the hearing on the Motion scheduled for June

18, 2012 at 10:00 a.m. was rescheduled to June 19, 2012 at 11:00 a.m. The Rescheduled

Hearing Notice further provided that the Debtors expected to file a modified license agreement

superseding the version filed on May 30, 2012.

PLEASE TAKE FURTHER NOTICE THAT the Debtors and Prince Americas,

LLC 2 have finalized and executed a Modified License Agreement (the "Modified Agreement").

A copy of the executed Modified Agreement is attached hereto as Exhibit A. This Modified

Agreement supersedes and replaces the Agreement previously filed with the Court on

May 30, 2012.

PLEASE TAKE FURTHER NOTICE THAT the Debtors shall seek approval of

the Motion and the Agreement at a hearing before the Honorable Kevin J. Carey at the United

States Bankruptcy Court, 824 Market Street, Fifth Floor, Courtroom #5, Wilmington, Delaware

19801 on June 19, 2012 at 11:00 a.m. prevailing Eastern time.

2 Prince Americas, LLC is the replacement counter-party to the Modified License Agreement. Prince Americas, LLC is an affiliate of Battle Sport Science, LLC.

2

Dated: June 18, 2012 PACH)JtIKT STANG ZIEHL & JONES LLP

N L Laura Davis Jones (Bar No. 2436) David M. Bertenthal (CA Bar No. 167624) James E. O’Neill (Bar No. 4042) Timothy P. Cairns (Bar No. 4228) 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Telephone: (302) 652-4100 Facsimile: (302) 652-4400 E-mail: ljones@pszjlaw.com

dbertenthal@pszjlaw.com joneill@pszjlaw.com tcairns@pszjlaw.com

Attorneys for Debtors and Debtors in Possession

EXHIBIT A

DOCSDE:181196.2 71194-001

PRINCE SPORTS, INC.

LICENSE AGREEMENT

This License Agreement represents the Agreement between Prince Sports, Inc., ("Licensor") and Prince Americas, LLC ("Licensee") and is comprised of the Summary of Commercial Terms and the Standard Terms and Conditions set forth below as well as any exhibits referenced herein (the "Agreement"). In the event of any conflict between the terms contained in The Summary of Commercial Terms set forth in Section A of this Agreement (the "Summary of Commercial Terms") and the Standard Terms and Conditions set forth in Section B of this Agreement (the "Summary of Standard Terms and Conditions"), the Summary of Commercial Terms shall govern.

THIS AGREEMENT IS SUBJECT TO APPROVAL BY LICENSOR’S BOAR]) OF

AND THE BANKRUPTCY COURT

A. SUMMARY OF COMMERCIAL TERMS

1. Effective This Agreement shall become effective upon the execution of Date/Termination: this Agreement by the parties hereto and the approval by

Licensor’s Board of Directors and the Bankruptcy Court. The transactions contemplated by this Agreement shall not be subject to or contingent upon Licensee performing a diligence inquiry, or obtaining financing. In the event that either the Licensor’s Board or the Bankruptcy Court do not approve this Agreement, this License Agreement shall terminate, and Licensee understands and acknowledges that it shall have no rights in or to the Licensed Property (as defined below) or obligations pursuant to this Agreement or otherwise, and neither party shall make any claim against the other party or any affiliate of the other party in connection therewith, including, for the avoidance of doubt, any claim for breach of this Agreement.

2. Licensee: Prince Americas, LLC a Nebraska Limited Liability Company

Address: 17110 Marcy St. Omaha NE 68118 402.884.7600

Telephone: circo@battless.com Email: Chris Circo Contact: http://www.battlesportsscience.com Website:

3. Licensed Property: All copyrights, patents and trademarks now and hereafter owned by Licensor, including, but not limited to the copyrights, patents and trademarks set forth on Schedule 1(a) attached hereto, but excluding those copyrights, patents and trademarks that are licensed to a third party as of the Effective Date, as set forth on Schedule 1(b).

4. Licensed Product: All athletic-oriented products and services that utilize the

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Licensed Property. Any product or service opportunities that utilize the Licensed Property outside of athletic-oriented products or services will be mutually agreed upon by Licensee and Licensor, with Licensor’s approval and agreement not to be unreasonably withheld.

5. Sublicensing Licensee shall have the right to enter into sublicense agreements within the Territory and Term. Products produced by sublicensees shall be included within Licensed Products, and Licensee shall report and pay Royalties to Licensor on any sales by a sublicensee. All sublicense agreements shall be made subject to this License Agreement and shall include a provision for early termination in the event of termination of this Agreement.

6. Term/Renewals: Initial Term: commencing on the Effective Date and ending on December 3 2022. Contract Year 1 shall be the Effective Date through December 31, 2012. Thereafter, each calendar year beginning January 1st and ending December 31st shall be a Contract Year, numbered consecutively.

Renewal Term Option: three (3) consecutive option(s), each for an additional ten (10) consecutive years, commencing on January 1St 2023.

Unless this Agreement has been sooner terminated in accordance with the provisions of the Standard Terms and Conditions, the options will renew automatically unless Licensee elects, at its sole discretion, to terminate the Agreement at the end of any term by providing at least one hundred eighty days prior written notice of such election to Licensor, or unless the GMR or CMF is delinquent or Licensee is selling Licensed Product outside the Territory. If the GMR or CIVIF is delinquent or Licensee is selling outside the Territory, Licensor must notify the Licensee in writing of the amount owed by Licensee or of sales outside the Territory, and the Licensee will have 30 days to pay the amount owed or provide written notice to the Licensor that that the selling outside the Territory has ceased, as applicable; at which time, this License Agreement will be renewed for another 10-year term.

Licensor will calculate the new GMR and CMF for each 10-year term in accordance with the formulas provided below, and provide such calculation to Licensee not less than three (3) months prior to the end of the then-current term.

7. Territory: United States, Canada, Mexico, Central America and South America.

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8. Scope: Exclusive

9. Currency: U.S. Dollar

10. Royalty/Marketing Licensee shall pay to Licensor a Royalty of 7.5% of the Net Dollars: Revenues (as defined in Section 3(a) of the Standard Terms and

Conditions) on any Licensed Products sold by it or its sublicensees, except those Licensed Products sold at retail price by Licensee through any website (excludes any website sale to a reseller of the Licensed Products) for which a Royalty of 12.5% of Net Revenues shall be due. A website or internet sale of products to a reseller of products (e.g., Amazon.com and local tennis retail outlet) is excluded from this provision and subject to the same royalty payment as non-website revenue, which is 7.5% of Net Revenue. Licensor will timely cooperate with Licensee to ensure that Licensee receives reports of such website sales and the proceeds from such website sales as soon as practicable. Licensee shall also pay 2.5% of Net Revenues on any Licensed Products sold by it or its sublicensees (the CMF Contribution) to Licensor annually for the Common Marketing Fund (as described in Section 17 of this Summary of Commercial Terms). The total of the Royalties and the CMF Contribution described in this Section 10 is hereinafter sometimes collectively referred to as the "Total Earned Payments".

11. Guaranteed Minimum The GMRs are recoupable advances against Royalties in each Royalties (GMR): Contract Year. There shall be no GMR for the remainder of

2012. The GMR for 2013 shall be paid in full on or before January 2, 2013. The GMR for all other Contract Years shall be paid in equal quarterly payments in arrears.

The GMR for each applicable year of the Initial Term (i.e., Years 2013 through 2022) shall be $5,250,000.

For the first Renewal Term (if any), (i.e., Years 2023-2032), the GMR for each year shall be based on the greater of: (i) a 10% increase over the prior year’s GMIR; or (ii) 70% of the average of the total actual earned Royalties in Years 2021 and 2022.

For the second Renewal Term (if any), (i.e., Years 2033-2042), the GMR for each year shall be based on the greater of: (i) a 10% increase over the prior year’s GMR; or (ii) 70% of the average total actual earned Royalties in Years 2031 and 2032.

For the third Renewal Term (if any), (i.e., Years 2043-2052), the GMR for each year shall be based on the greater of: (i) a 10% increase over the prior year’s GMR; or (ii) 70% of the average

650141.17 3

total actual earned Royalties in Years 2041 and 2042.

12. Failure To Pay GMR: In the event that Licensee fails to pay the GMR as and when required hereunder, Licensor shall, upon written notice to Licensee and Licensee’s failure to cure such default within 30 days after such notice, have the option of: entering into another agreement for the same or similar rights hereunder and holding Licensee responsible for the shortfall amount (if any) between the amounts payable under this Summary of Commercial Terms and those payable to Licensor pursuant to the other license agreement for the same or similar rights hereunder; or cancelling this Agreement and retaining any and all sums paid prior to the date of termination.

13. Royalty Payments: (a) In Year 2012, Licensee shall pay Licensor Royalties on a monthly basis, within 90 days after the end of each month, beginning at such time as the amount the Licensee has Recouped 100% of the cumulative total of all cash sums Licensee paid for the AIR and Inventory pursuant to Sections 24 of this Summary of Commercial Terms. "Recouped" means the combination of the cash collected on AIR and sale of Inventory plus the earned Royalties.

(b) Licensee will pay the GMR for Year 2013 on or before January 2, 2013. No later than 30 days after the end of each calendar quarter of 2013, Licensee will submit a Quarterly Statement to Licensor. No later than 90 days after the end of 2013, Licensee will submit the Annual Statement (as described in Section 4(b) of the Standard Terms and Conditions) to Licensor. At such time, Licensee will remit to Licensor the excess, if any, of total cumulative Royalties due for 2013 over the GMR for 2013.

(c) Licensee will pay the GMR for Years 2014 through the end of the Term quarterly in arrears. No later than 30 days after the end of each calendar quarter, Licensee will submit a Quarterly Statement to Licensor No later than 90 days after the end of each such year, Licensee will submit the Annual Statement to Licensor. At such time, Licensee will remit to Licensor the excess, if any, of total cumulative Royalties due for such year over the GMR for such year.

(d) If the collective total of the GMR and Minimum CMF Contribution paid to Licensor for any calendar year (as determined after year-end in accordance with Section of the Standard Terms and Conditions) is greater than the Total Earned Payments (as defined in Section 10), then the difference will represent a prepaid asset of the Licensee and referred to as "Licensee’s Prepaid Expense". If the collective total of the

650141.17 4

GMR and Minimum CMF Contribution paid to Licensor in any calendar year is less than the Total Earned Payments, then the difference will represent "Net Royalties Due Licensor". In the event the Licensee has any Licensee’s Prepaid Expense, the Licensee can apply that amount against any Net Royalties Due Licensor. If there is no Licensee’s Prepaid Expense, then the Licensee will promptly remit payment to the Licensor for Net Royalties Due Licensor. All Licensee Prepaid Expense balances will be carried forward and applied in future years to future Net Royalties Due Licensor. For clarity, Licensee Prepaid Expense can only be applied against Royalty and CMF Contribution overages in future years, and cannot be applied against the Licensee’s GMR or Minimum CMF Contribution obligations. No Licensee Prepaid Expense balance shall carry over from the last year of the Initial Term to any Renewal Term, or from the last year of any Renewal Term to any subsequent Renewal Term.

(e) Licensor will have the right to audit the books and records of Licensee pertaining to the Licensed Products and Licensed Property once during any Contract Year during normal business hours upon notice to Licensee. The cost of any audit will be Licensor’s unless the audit determines there has been a shortfall in required payment of Royalties of three percent or more, in which case the cost will be borne by Licensee.

14. Athlete Royalty From time to time, Licensor and Licensee may agree that Licensee shall brand or market a Licensed Product with the name or likeness of an athlete sponsored by Licensor. Any royalty to be paid to the athlete from the sales of such Licensed Product(s) shall be paid by Licensee to Licensor, and by Licensor to the athlete. Such royalty payments shall be in addition to the 7.5% Royalty and 2.5% CMF Contribution, and shall not be credited against the GMR.

15. Distribution Channels: Any distribution channel, excluding television and infomercials, unless Licensor approves distribution through television and/or informercials in its reasonable discretion, which consent shall not be unreasonably withheld or delayed.

16. Common Marketing Licensee shall pay Licensor 2.5% on all Net Revenues during Fund (CMF): Contract Year 2012, excluding Net Revenues on Inventory or

arising from Accounts Receivables.

Licensee shall pay a Minimum CMF Contribution beginning in Contract Year 2013. The Minimum CMF Contribution for 2013 shall be paid in full on or before January 2, 2013. The Minimum CMF Contribution for all other Contract Years shall be paid in

650141.17 5

equal quarterly payments in arrears.

The Minimum CMF Contribution for each applicable year of the Initial Term (i.e., Years 2013 through 2022) shall be the greater of 2.5% of Net Revenues or $1,750,000.

For the first Renewal Term (if any), (i.e., Years 2023-2032), the Minimum CMF Contribution for each year shall be based on the greater of: (i) a 10% increase over the prior year’s Minimum CMF Contribution; or (ii) 70% of the average of the total actual CMF Contribution in Years 2021 and 2022.

For the second Renewal Term (if any), (i.e., Years 2033-2042), the Minimum CMF Contribution for each year shall be based on the greater of: (i) a 10% increase over the prior year’s Minimum CMF Contribution; or (ii) 70% of the average total actual CMF Contribution in Years 2031 and 2032.

For the third Renewal Term (if any), (i.e., Years 2043-2052), the Minimum CMF Contribution for each year shall be based on the greater of: (i) a 10% increase over the prior year’s Minimum CMF Contribution; or (ii) 70% of the average of total actual CMF Contribution in Years 2041 and 2042.

The entire CMF Contribution shall be contributed to the Licensor’s marketing efforts, and used by Licensor for direct marketing expenses, including, but not limited to, signage and other advertising, marketing and promotional activities at the four major global tennis events each year (i.e., The US Open, the French Open, the Australian Open and Wimbledon) and for sponsoring athletes with a global presence. A committee, comprised of one or more representatives from Licensee and representatives of other licensees of Licensor’s "Prince," "Ektelon" and "Viking" trademarks, will advise Licensor on brand strategy. Licensee shall appoint at least 50% of the representatives of such committee for Years 2012 and 2013. Thereafter, Licensee and the other licensees shall select the representatives to be appointed to the committee annually, based on each licensee’s Net Revenues for the immediately preceding Contract Year as compared to the total Net Revenues of Licensor for the immediately preceding Contract Year.

Licensor shall submit an annual report to Licensee providing detail on how the CMF Contribution was spent, and certifying that Licensor spent the entire amount.

17. Guaranty: Battle Sports Science, LLC, a Nebraska limited liability company ("BSS"), will irrevocably guaranty the GMR, CMF

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and any Net Royalties due Licensor pursuant to this License Agreement through December 31, 2015.

18. Guaranteed Marketing Licensee shall spend 2% of Net Revenues in each year on Expense (GME): marketing expenditures. Licensee shall submit an annual report

providing detail on its GME spend and certifying that it has spent the required minimum.

19. Design & Production: Subject to Section 6 of the Standard Terms and Conditions, Licensee shall have the right to use the Licensed Property to make, have made, use, sell, offer to sell and import the Licensed Products. Licensor will promptly provide reasonable access to historical art, designs, graphics, text, etc., if available, and when requested in writing by Licensee.

20. Additional Distribution: Licensor shall use commercially reasonable efforts to assist Licensee in becoming a customer of other licensees for the purposes of selling other products bearing the Licensed Property into Licensee’s approved Distribution Channels, at MFN pricing.

21. Miscellaneous: Within 90 days of the Effective Date of this Agreement Licensee shall be responsible for the following;

i) Provide Licensor a detailed business plan for the Licensed Property including sales, marketing, distribution, etc; and

ii) At Licensee’s sole cost, meet with Licensor’s creative, marketing, and branding team in New York for one-day introductory workshop; and

iii) Provide Licensor a complete list of key contacts and personnel within Licensee’s organization.

22. Website: Licensor will retain title to the www.princesports.com , www.princetennis.com , www.ektelon.com , www.vikingathletics.com , www.princesquash.com and www.princegolf.com domain names and websites, but Licensor shall provide Licensee, at no cost to the Licensee, access to all Licensor owed domain names and websites for c-commerce of the Licensed Products. Additionally, Licensee may register new domain names, websites and similar electronic addresses using Licensor’s trademarks, provide each domain name, website or similar electronic address is registered to Licensor and Licensee pays all registration and maintenance costs associated with registering the new domain name, website or similar electronic address.

Licensor’s marketing department and Licensee’s marketing department shall work together to insure that the websites and all

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social media initiatives are consistent with the overall brand strategy and comply with the Licensor’s Style Guide and Brand Books.

23. Covenant: Licensee will maintain a minimum net working capital position of $5 million throughout the course of each Contract Year.

Within 10 days of the bankruptcy court approving this Agreement, Licensee shall provide a letter of credit to Licensor in the amount of $7 million for 2013. Such letter of credit shall be callable on January 5, 2013, if Licensee has not paid the GMR and the Minimum CMF Contribution on or before January 2, 2013. Once that payment is made, the letter of credit is no longer required and will be withdrawn unfunded. Licensor’s right to draw on the letter of credit shall not be limited by the cure rights set forth elsewhere in this Summary of Commercial Terms.

24. Accounts Receivable and Licensee hereby agrees to pay $0.70 on every dollar for the Inventory: current UCLA Accounts Receivable ("A/R") less the reserve

amount (bad debt and retail rebates and allowances), as determined in accordance with Licensor’s standard accounting procedures, payable upon approval by the Bankruptcy Court of the transactions contemplated hereby or, if later, upon the signing of documents transferring title of the A/R to Licensee. "UCLA" shall mean United States, Canada, Latin America and Asia, with the exception of China.

Licensee hereby agrees to pay $0.70 on every dollar for the current Inventory, (in the warehouse and on the water), less the reserve and allowances amount, as determined in accordance with Licensor’ s standard accounting procedures, payable in cash upon approval by the Bankruptcy Court of the transactions contemplated hereby or, if later, upon the signing of documents transferring title of the Inventory to Licensee.

Licensor is transferring title to the A/R and Inventory, free and clear of any and all third party liens.

Licensee shall not be required to pay any 2012 Royalties until it has recovered the amount it paid pursuant to the two (2) immediately preceding paragraphs. If Licensee recovers such amount on or before December 31, 2013, Licensee shall pay all 2012 Royalties due Licensor. If Licensee does not recover all of such amount on or before December 31, 2013, the excess of the accrued 2012 Royalties over the unrecovered portion of such amount (if any) shall be immediately paid by Licensee to

650141.17 8

Licensor, and Licensee shall retain the remainder of the accrued 2012 Royalties. For the avoidance of any doubt, if the net recovery between Inventory and A/R less reserve is 70% or more, Licensee shall be required to pay all 2012 Royalties to Licensor.

Licensee will be responsible for any sales tax or fees assessed related to the transfer of title to the AIR and Inventory from Licensor to Licensee.

Licensee may credit the amount it paid for any Inventory that is not Salable (as defined below) against the 2013 Royalty payments due hereunder. For purposes of this License Agreement, "Salable" means the Inventory, excluding the clothing Inventory, (a) is in its original, unopened packaging from the factory, (b) does not bear a manufacturing date code which has expired or will expire within 90 days after the Effective Date, and (c) is not damaged.

For the avoidance of doubt, the value of any item of Inventory, excluding the clothing Inventory, deemed not Salable shall only be applied against the 2012 Royalty payments or the 2013 Royalty payments due hereunder, not against both.

25. PPE: Licensee may make use of Licensor’s current Plant, Property and Equipment through the end of 2012; provided, however, that Licensee may make use of Licensor’s leased real property only for the period that Licensor is permitted to occupy the leased real property pursuant to the Bankruptcy Code and orders of the Bankruptcy Court. Licensee shall be responsible for only that portion of the rent, utilities, insurance and other carrying costs equal to its percentage utilization of the PPE, with the percentage utilization to be agreed upon between the parties. If Licensee and Licensor are unable to agree on the percentage utilization, the matter shall be submitted to the Bankruptcy Court for determination so long as the Licensor’ s Chapter 11 proceeding is still pending. Following the closing of Licensor’s Chapter 11 proceeding, such disputes shall be submitted to a mutually agreed-upon accounting firm for determination. On Jan 1, 2013, Licensee may purchase the portion of the PPE owned by Licensor for fair market value, it being acknowledged by Licensee that only a portion of the PPE is owned by Licensor. Licensee will be responsible for any sales tax or fees assessed related to the transfer of title to the PPE from Licensor to Licensee.

26. Transition: i) Licensee will assume the responsibility of all obligations needed to operate the business, as determined by Licensee and;

650141.17 9

ii) Licensee will ensure no interruption in service to the key accounts and 4200 pro-specialty shops, to the extent within its control and not attributable to Licensor’s actions or omissions prior to the Effective Date, and; iii) Licensee will ensure no loss of critical "customer facing" employees as determined by Licensee, to the extent within its control and not attributable to actions of omissions of Licensor prior to the Effective Date, and;

iv) Licensee will assume all warranties and liabilities of Licensor to customers relating to the Licensed Products going forward.

27. "As Is" Licensor represents and warrants that all Inventory is Salable. All property, whether tangible or intangible, being purchased pursuant to the transactions contemplated by this Agreement is otherwise being purchased on an As Is, Where Is basis and Licensor makes no other warranties or representations with respect to same except that Licensor warrants it is transferring good title to the said property, free and clear of any and all third party liens. All other warranties are hereby expressly disclaimed including any implied warranties of merchantability or fitness for any purpose (to the extent such warranties do not conflict with the warranty of Salability set forth in the first sentence of this paragraph).

28. Indemnification In addition to the indemnification provisions set forth in Section 10 of the Standard Terms and Conditions which are incorporated herein by reference, each party will defend, indemnify and hold the other party harmless from and against any liability, cost, expense or other consequence related to the breach of any of the indemnifying party’s obligations under this Agreement.

[Intentionally Omitted] [Intentionally Omitted] 29.

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30. Bankruptcy Licensee expressly acknowledges that Licensor has filed and commenced a Chapter 11 bankruptcy proceeding and that the transactions covered by this Agreement (the "Transactions") will be consummated through such proceeding. As such, Licensee understands that the Definitive Agreement and the Transactions will be subject to higher and better offers and ultimately to approval by the Bankruptcy Court. While Licensor will use commercially reasonable efforts to obtain such Bankruptcy Court approval expeditiously, the timetable for the approval of the Definitive Agreement and the consummation of the Transactions will be determined by the Bankruptcy Court. For so long as Licensor remains in its Chapter 11 proceeding, the Bankruptcy Court shall have exclusive jurisdiction to resolve all disputes which may arise between Licensor and Licensee under or in connection with the Definitive Agreement. Licensor’s rights under the Definitive Agreement shall be assignable to the reorganized debtor pursuant to any plan of reorganization confirmed in Licensor’s Chapter 11 proceeding and/or to any purchaser of a material part of Licensor’s assets.

31. Warranty If any factory does not agree to cover product which is under warranty and was shipped prior to the Effective Date ("Prior Product"), Licensee shall be permitted to deduct the cost of any Prior Product which is under warranty and which warranty is not honored by the factory from Contract Year 1 Royalties, up to a total amount of $100,000.

B. STANDARD TERMS AND CONDITIONS

1. GRANT OF LICENSES.

(a) Licensed Rights. Licensor hereby grants to Licensee during the Term, the exclusive, non-assignable, non-divisible right and license, to utilize, reproduce and display the Licensed Property solely within the Territory and solely in connection with the manufacture, having manufactured, Advertising & Promotion, sale, offering for sale, importing and distribution of the Licensed Product(s) (all terms as defined in this Agreement and/or in the Summary of Commercial Terms). Licensee shall use commercially reasonable efforts to develop, manufacture, promote, advertise, sell and ship Licensed Product(s) in the Permitted Distribution Channels in the Territory and shall protect, to the best of its ability, its right to manufacture, sell and distribute Licensed Product(s) hereunder.

(b) Permitted Distribution Channels. Except as expressly specified in the Summary of Commercial Terms, Licensee shall not sell or distribute Licensed Product(s) by television or infomercials. The Permitted Distribution Channels expressly include the websites described in Section 22 of the Summary of Commercial Terms.

(c) Limits on Licensed Rights. Licensee shall be solely responsible for obtaining written clearance from the copyright owner(s) other than Licensor (if any) whose image(s), photograph(s)

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and/or audio visual recording is (are) to be used in, on or in connection with the Licensed Product(s) and/or the materials that advertise and/or promote the Licensed Product(s) and for all costs and expenses relating thereto. Licensee will manufacture, have manufactured, advertise, promote, market, sell, import and distribute Licensed Product(s) in a lawful and ethical manner and in accordance with the terms, conditions and intent of this Agreement. All rights in and to the Licensed Property which are not specifically granted and licensed to Licensee hereunder are hereby reserved by Licensor and Licensor may exercise such rights at any time.

(d) Prohibition of Sub- and Co-Branding. All Licensed Product(s) shall bear at least one trademark included in the Licensed Property and no Licensed Product(s) shall be sub-branded, co-branded, sold or otherwise distributed under any marks other than the Licensed Property. Any Licensed Product not bearing a trademark included in the Licensed Property shall still be Licensed Product if it contains any other element of Licensed Property

(e) Purchased Copies for Promotional Purposes. Licensee agrees to sell to Licensor, its affiliates and other licensees (collectively, the "Promotional Parties") reasonable amounts of Licensed Product(s) from its inventory for Promotional Purposes (as hereinafter defined) at Licensee’s FOB delivery cost of such Licensed Product(s) on net sixty (60) day terms. Licensor shall give Licensee 90 days’ prior written notice of the amounts of each SKU of Licensed Product that it wishes to buy. In no event shall Licensee be required under this Section 1(e) to sell more than $250,000 of Licensed Products (based on Licensee’s FOB delivery cost) in any Contract Year or to deliver any Licensed Products to Licensor if it would hinder Licensee’s ability to timely deliver Licensed Products to third party customers. Licensee shall not be required to include the Net Revenues from such sales in the CMF Contribution or to pay Royalties on such sales. The Promotional Parties shall only use such Licensed Product(s) for Promotional Purposes, and shall not resell such Licensed Product(s) on a standalone basis. In the event Licensee is unable to supply the Promotional Parties with Licensed Product(s) as set forth in this Section 1(e), the Promotional Parties shall have the right to source products from third parties that are substantially similar to the Licensed Product(s), and such activity shall not be deemed a breach of exclusivity rights, if any, that may be granted under this Agreement. For purposes of this Agreement, "Promotional Purposes" shall mean charitable giving, giveaways, gifts with purchase programs and other limited duration promotional activities.

2. TERM; RENEWAL.

(a) The Initial Term and Renewal Term(s) (if any) are collectively referred to as the "Term".

(b) To the extent applicable and in the event Licensee (i) qualifies for a Renewal Term, and (ii) exercises its Renewal Option, the Guaranteed Minimum Royalties and Minimum CMF Contribution for the Renewal Term are defined, and shall be calculated as set forth, in the Summary of Commercial Terms.

3. ROYALTIES; COMPENSATION.

(a) In consideration of the rights granted herein, Licensee shall pay the Guaranteed Minimum Royalties, the Royalties, the Minimum CMF Contribution, the CMF Contribution and the Athlete Royalty (if any) to Licensor as specified in the Summary of Commercial Terms and these Standard Terms and Conditions. For the avoidance of doubt, the term "Royalties" shall include Athlete

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Royalties and Licensed Product Royalties, but the two (2) accounts must be maintained separately and shall not be crossed with or offset by one another at any time during the Term, such that the Licensed Product Royalties shall only be applied against the Guaranteed Minimum Royalties. For the further avoidance of doubt, "Net Revenues" shall mean the invoiced billing price of all Licensed Products sold and shipped by Licensee and its sublicensees (if any) to its/their customers, less only reasonable, actual third party commissions relating to advertising, third party distribution fees actually charged to Licensee, sales returns, rebates, allowances and discounts, the price of damaged or spoiled goods not paid for by customers, actual bad debts and sales or other like taxes ("Discounts & Allowances").

(b) Licensee shall be solely responsible for the payment of all taxes applicable to the transactions contemplated by this Agreement, including, without limitation, all sales, use, value added, local privilege, withholding and excise taxes, tariffs, duties and the like (other than taxes on Licensor’s net income).

4. PAYMENTS; ACCOUNTING.

(a) Quarterly Statements. Licensee will compute Royalties hereunder on the basis set forth in the Summary of Commercial Terms and shall furnish to Licensor within thirty (30) days following the end of each Calendar Quarter (as hereinafter defined) during the Term and continuing until all payments required hereunder are made, a complete and accurate statement, which form shall be submitted electronically in excel format (each, a "Quarterly Statement"). Statements required by this Section and Section 4(b) below shall include the following information: (i) the Territory; (ii) Permitted Distribution Channels; (iii) a description of the Licensed Product(s); (iv) a description of the Licensed Property used therein or thereon (including, without limitation, any and all versions of the Licensed Property which appear in or on the Licensed Product(s) (including without limitation, any Packaging as hereinafter defined) and/or Advertising & Promotion (as hereinafter defined), if any); (v) the amount due Licensor (calculated as set forth in the Summary of Commercial Terms); and (vi) the following information cross-referenced against the applicable "SKU" number(s): Net Revenue calculation and quantity invoiced and applicable Royalties (as defined in the Summary of Commercial Terms). The Quarterly Statement will also contain a calculation of any deductions to the Royalties (for example, the Guaranteed Minimum Royalties applied against the Royalty calculated). On reasonable request from Licensor, Licensee shall provide Licensor with backup and support materials with respect to any item contained in any Quarterly Statement, such that Licensor will have sufficient information to evaluate the sources of any item contained in such Quarterly Statement and to track Licensee’s performance under this Agreement. Such Quarterly Statements shall be accompanied by a certification signed by Licensee’s chief financial officer (or equivalent) indicating that he or she has reviewed and agrees with all the information contained in such Quarterly Statement. For the purposes of this Agreement, "Calendar Quarter" shall be defined as the three month periods ending on each of March 31, June 30, September 30 and December 31 of each year. Included with each Quarterly Statement, must be a copy of Licensee’s full and complete financial statements for that Calendar Quarter.

(b) Annual Statements. Within ninety (90) days following the end of each Contract Year (as defined in the Summary of Commercial Terms), Licensee shall furnish to Licensor a complete and accurate statement (each, an "Annual Statement"), setting forth the same information required to be submitted by Licensee in accordance with Section 4(a) above, except that such Annual Statement shall cover the entire Contract Year. Such Annual Statement shall be accompanied by a certification signed by Licensee’s chief financial officer (or equivalent) indicating that he or she has reviewed and agrees

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with all the information contained in such Annual Statement. Included with each Annual Statement, must be a copy of Licensee’s full and complete financial statements for that Calendar Year.

(c) Timing of Required Payments. Simultaneously with the mailing of each Quarterly Statement and Annual Statement, Licensee shall pay all sums then due and owing to Licensor pursuant to the Summary of Commercial Terms. All sums shall be paid by wire transfer to:

All Royalties payable to Licensor hereunder shall be deemed held in trust for and on behalf of Licensor until such time as such sums are paid to Licensor in accordance with the terms of this Agreement.

(d) Interest on Late Payments. Interest, compounded monthly, at the rate of one percent (1%) per month (or, if not legally permissible, then at the then maximum legal interest rate) shall accrue on any amount due to either party from and after the date upon which said payment is due until the date payment is actually received.

(e) Post-Term Retention Period. Licensee shall keep appropriate books of accounts and records with respect to its manufacture, sale, distribution, importing and Advertising & Promotion of Licensed Product(s). Licensee shall maintain such records throughout the Term of this Agreement, and for a period of three (3) years following the expiration or termination of the Term (the "Post-Term Retention Period"). Licensor shall have the right to inspect and copy the financial books and records of Licensee insofar as such books and records relate to the computation of Royalties and other amounts payable to Licensor and/or amounts which Licensee is required to spend under this Agreement. Licensor shall be permitted to inspect such books and records no more frequently than one (1) time during any six (6) month period, upon reasonable prior written notice to Licensee. If any such inspection reveals a deficiency in the amount paid to Licensor equal to three percent (3%) or more of the amount payable to Licensor hereunder for the period in question, then Licensee shall also reimburse Licensor for the cost of such audit. In any event, each party shall make all payments required to be made to eliminate any discrepancy revealed by any such inspection within thirty (30) days after the other party’s demand therefore.

(f) Objections to Quarterly and Annual Statements. If Licensor has any objection to any Quarterly or Annual Statement, then Licensor will give Licensee specific notice of that objection and reasons for it within one (1) year after the date that Licensor received such statement. Except for claims of fraudulent accounting, Licensor will not have the right to bring any action in connection with any statement or accounting unless Licensor commences such action within the aforementioned one (1) year period. Licensor’s acceptance of any payment and/or Quarterly or Annual Statement pursuant to this Agreement shall not preclude Licensor from questioning the correctness thereof at any time within the provided one (1) year period or exercising any of its rights related thereto.

5. MARKETING AND ADVERTISING EXPENDITURES.

(a) Licensee shall pay to Licensor the CMF Contribution as defined in the Summary of Commercial Terms. The entire CMF Contribution shall be contributed to the Licensor’s marketing efforts and shall be used for direct marketing expenses, including but not limited to signage and other advertising, marketing and promotional activities at the four major global tennis events each year (i.e., The US Open, the French Open, the Australian Open and Wimbledon) and for sponsoring athletes with a global presence. Licensor shall keep

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appropriate books of accounts and records with respect to its expenditures of the Common Marketing Fund and shall, no less often than once a year, provide a statement to Licensee which shall set forth, at a minimum, the following information regarding each expenditures: (i) the party to whom it was made; (ii). the date of the payment; (iii) the specific items or services purchased with such payment; and (iv) the event or athlete to which such expenditure pertains. Licensor shall maintain the above-referenced books of account and records throughout the Term of this Agreement, and for a period of three (3) years following the expiration or termination of the Term. Licensee shall have the right to inspect and copy the books and records of Licensor insofar as such books and records relate to the Common Marketing Fund. Licensee shall be permitted to inspect such books and records no more frequently than one (1) time during any twelve (12) month period, upon reasonable prior written notice to Licensor. If any such inspection reveals a material inaccuracy in the information contained in the statement furnished by Licensor, then Licensor shall also reimburse Licensee for the cost of such audit. Any such inaccuracy shall be deemed to be a breach of this Agreement by Licensor.

(b) Licensee shall spend the Guaranteed Marketing Expense as defined in the Summary of Commercial Terms.

(i) The Guaranteed Marketing Expense may be spent on costs and expenses attributable to trade shows, catalogs and websites, public relations costs, fees and expenses, point-of-sale advertising featuring Licensed Product(s), the value of all trade and/or retail advertising expended by Licensee featuring Licensed Product(s), store fixtures that are designated for Licensed Product(s), and co-op dollars spend to the extent relating to Licensed Product(s). In no event shall the Guaranteed Marketing Expense be paid to Licensor, or utilized for any general administrative expenses or development costs, or for any expenses or costs that are appropriate for payment from the Common Marketing Fund. In no event shall Licensee deduct any costs incurred as a Guaranteed Marketing Expense from the Royalties due to Licensor hereunder.

(ii) Upon request of Licensor, Licensee shall from time to time provide details of the expenditure of the Guaranteed Marketing Expense (if any). All advertisements or other promotional materials which are intended to be used in conjunction with the sale or distributions of Licensed Products ("Advertisements") must be approved in accordance with Section 6 below.

(c) Press Releases: Licensee and Licensor may each, directly or through its agents or representatives, make, issue, distribute or disseminate information to the press solely for the purposes of expanding and promoting the brands included in the Licensed Property, provided that no such information shall be made, issued, distributed or disseminated that relates to the disclosure of Confidential Information, the terms of this License Agreement or which disparage the other party to this License Agreement or the Licensed Property, without the prior approval of the other party hereto.

(d) Celebrities & Athletes: Licensee hereby acknowledges that Licensor may, from time to time, have certain relationships in place with certain celebrity and/or athletic talent ("Celebrities & Athletes") through various agreements for sponsorship and endorsement of the Licensed Property and/or Licensed Products. Licensee may have the desire to enlist the support of Celebrities & Athletes in connection with this Agreement. Licensee may submit requests for the presence of one or more Celebrities & Athletes at autograph signings,

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tradeshows and other similar events. Licensor, as a courtesy to Licensee, shall use its reasonable efforts to facilitate Licensee’s requests. Licensee hereby agrees that Licensee shall not directly contact any celebrity & athlete (including the Celebrities & Athletes) without Licensor’s prior written approval in each instance. Any costs related to such support, signings, tradeshows and events shall be borne solely by Licensee. Nothing contained herein shall obligate Licensor to have, maintain or enter into agreements with any Celebrities & Athletes and any failure by Licensor to: have, maintain or enter into any such agreements and/or facilitate any request hereunder, shall not be deemed a breach of this Agreement.

(e) Summit: Licensee shall attend Licensor’s licensing Summits during the Term, and if included in the Summary of Commercial Terms, Licensee shall be obligated to participate in Tradeshows ("Tradeshows"). Licensee shall be responsible for those costs specified in the Summary of Commercial Terms and for its own costs and expenses incurred in connection with Summits and Tradeshows, and such costs and expenses may be charged against Licensee’s Guaranteed Marketing Expense.

6. QUALITY STANDARDS AND MANUFACTURING.

(a) Manufacturing. Licensee shall have the right, without Licensor’s approval, to make, have made, sell, offer to sell, import and distribute Licensed Product that is packaged in a manner consistent with the packaging that was used prior to the Effective Date. If Licensee materially changes any aspect of such packaging, such as the fonts used, colors used or logos used, Licensee shall notify Licensor and provide Prototype Samples and Production Samples (as hereinafter defined) to Licensor, unless otherwise requested by Licensor or mutually agreed by the parties. The Prototype Samples and Production Samples shall be submitted to Licensor at the address set forth in Section 17(b)(2) of the Agreement. Licensee acknowledges its obligations under this Section 6 as they pertain to complying with the Style Guide and maintaining the high standards, appearance and quality of the Licensed Products.

(b) Process. Licensee shall create and submit to Licensor each proposed design for any Licensed Product for which notice is to be given pursuant to Section 6(a) (the "Concept"). Licensee shall subsequently submit to Licensor initial samples of manufactured/created products for such Licensed Product(s) ("Prototype Samples") plus two (2) color photocopies or photographs for each Licensed Product(s). Prior to distribution of such Licensed Product(s) to the public, Licensee shall ship to Licensor samples meant for mass production ("Production Samples").

(c) Quality Control. Not more than once per Contract Year, and upon reasonable notice, Licensor or a third party designated by Licensor, shall have access to and the right to inspect any Licensed Product(s) manufactured by Licensee, Concepts, designs, Prototype Samples, Production Samples, Advertising Elements and Packaging regardless of their location, and the right to enter and inspect all premises and facilities (including, without limitation, storage and shipping facilities) of Licensee and its designers, manufacturers, suppliers, warehousers and/or shippers (provided that Licensor agrees in advance not to disclose or use for its benefit the identity of any suppliers or manufacturers of Licensee or information regarding the aforementioned premises and facilities), in each case for the sole purpose of quality control and ensuring that the manufacture, Packaging, labeling, Advertising & Promotion and distribution of Licensed Product(s) comply with Licensee’s obligations hereunder and all applicable Laws.

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(d) Effect of Review. Any review of Prototype Samples or Production Samples shall not waive, diminish or negate Licensee’s indemnification obligations to Licensor herein.

(e) Brandbook & Style Guides. Licensor shall provide Licensee with its brand book and/or Style Guide, as it existed immediately prior to the Effective Date, which is subject to seasonal updates and other changes from time to time ("Style_Guide"). Licensee shall, on a prospective basis, follow the rules set forth in the Style Guide.

(f) Manufacture; Third Party Participation. The manufacture by Licensee of Licensed Product(s) may take place within or outside the Territory by Licensee or its manufacturers; provided, however, that Licensed Product(s) may only be sold in the Permitted Distribution Channels and only in the Territory. Licensee acknowledges its preference to use the manufacturers historically used by Licensor (the "Historical Manufacturers") to manufacture Licensed Products, but reserves the right to have the Licensed Products manufactured by others if appropriate due to quality and cost considerations, or if Licensee experiences service failures or delays when working with the Historical Manufacturers. Licensee shall provide Licensor with the name and address of any manufacturer of Licensed Products that is not a Historical Manufacturer and all of its principals, the products which such party has previously produced and a written undertaking in the form set forth at Exhibit A. Licensee covenants that the Licensed Product(s) manufactured by any such new manufacturer shall be of equal or better quality than the Licensed Products manufactured by the Historical Manufacturers.

(g) Goodwill and Quality Standards. Licensee acknowledges that, if the Licensed Product(s) manufactured and sold by it are of inferior quality in material and/or workmanship, then the substantial goodwill which Licensor has built up and now possesses in the Licensed Property will be impaired. Accordingly, Licensee warrants to Licensor that all such Licensed Product(s) will maintain high standards, appearance and quality that are equal to or better than the standards, appearance and quality of the products sold using the Licensed Property before the Effective Date. Licensor shall notify Licensee if it reasonably believes Licensee has breached such warranty, and the parties shall cooperate in good faith to resolve Licensor’ s concerns. Licensor may additionally require that the Licensed Product(s) be immediately recalled if it believes in its reasonable judgment that the Licensed Product(s) may pose a health or safety hazard or be detrimental to the goodwill of Licensor, its parents, subsidiaries or affiliated companies. Licensor’s inspection pursuant to Section 6(c) above shall be deemed acknowledgement that Licensed Products meet its goodwill and quality standards but shall not be construed as any certification by Licensor that Licensee is in compliance with law with respect to the items inspected and approved.

(h) Samples; Requested Samples. Immediately upon the manufacture and delivery to Licensee of any Licensed Product(s), Licensee shall deliver to Licensor, free of charge, twenty-four (24) copies of each such Licensed Product / SKU and colorway. Licensor shall have the right to modify the number of samples required to be supplied by Licensee, in its reasonable discretion. Such Samples may be requested by Licensor for purposes of: (i) quality control as prescribed in Section 6; (ii) sponsorship; (iii) promotion by Licensor; and (iv) trademark policing and registration practices, but shall not be resold by Licensor on a stand-alone basis.

7. PATENT, COPYRIGHT AND TRADEMARK.

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(a) Form of Notice. Each Licensed Product and all Packaging and Advertisements shall bear appropriate patent, copyright, trademark and credit notices as designated by Licensor or as required by applicable Law, either directly on the Licensed Product, Packaging and/or Advertisement or on tags, stickers or labels affixed thereto. The form in which such notices are to appear is described on Exhibit B attached hereto. Licensor may change the form of notice to be used on the Licensed Product(s), Packaging and/or Advertisements under this Section 7(a) by giving not less than ninety (90) days prior written notice thereof to Licensee; provided, however, that Licensee shall only be obligated to use the changed form of notice on new Licensed Products, Packaging or Advertisements that it orders after the date of such notice. When a Trademark is used on or in connection with the Licensed Product(s), Packaging and/or for Advertising & Promotion, the Licensee shall: (i) abide by what are considered to be sound practices in regard to trademark notice provisions in the Territory; (ii) properly use the "TM" or "fi" designation and other trademark notice and information as instructed by Licensor; and (iii) not use the Trademark as a generic or descriptive name. Licensor may implement security measures, including, without limitation the imposition of certain hologram/labels. Licensee agrees that Licensee shall be required to purchase such hologram/labels from Licensor’s suppliers.

(b) Ownership Rights. Ownership of all intellectual property rights, whether recognized currently or in the future, including, without limitation, copyright, patent and trademark rights in and to any or all Licensed Product(s) and in all designs, artwork, Packaging, copy, literary text, advertising material and promotional material of any sort utilizing Licensed Property, that are developed by Licensor shall vest in Licensor, and title thereto shall be in the name of Licensor or its respective designees. Any and all new add-ons to or new renderings, modifications or embellishments of, Licensed Property shall, notwithstanding their invention, creation and use by Licensee, its employees, independent contractors and/or its agents, be and remain the sole and exclusive property of Licensor (excluding Licensee’s Reserved Rights). Such items shall be deemed to be "Licensed Property" for purposes of this Agreement, and Licensor may use, and license others to use, the same, subject only to the provisions of this Agreement. Licensee shall enter into written agreements with all of its employees and independent contractors: (i) providing that such items created by them in the course of Licensee’s performance under this Agreement shall be the property of Licensor either as works for hire under United States copyright Law or otherwise; or (ii) obligating them to assign all rights in and to such items to Licensee, which Licensee shall be deemed to have automatically assigned to Licensor. Upon the request of Licensor, Licensee shall submit to Licensor for approval: (y) all copies of all such agreements prior to the use of any material created or developed thereunder; and (z) full information concerning the invention and creation of such artwork and designs, together with the originals of assignments of all rights therein obtained from all such third parties to Licensor. Licensee shall not permit any of its employees or independent contractors to obtain or reserve, by written or oral agreement or otherwise, any rights as "authors" or "inventors" of any such intellectual property.

(c) Licensee’s Reserved Rights. Licensor acknowledges that Licensee may already have in existence certain intellectual property rights ("Licensee’s Existing IP Material") that it may use in conjunction with Licensed Property. Licensee shall continue to own all right, title and interest in and to Licensee’s Existing IP Material. Further, Licensee may create new intellectual property ("Licensee’s Future IP Material") for use with the Licensed Property. To the extent that Licensee’s Future IP Material does not constitute add-ons to or new renderings, modifications or embellishments to the Licensed Property, or are otherwise separable from Licensed Property, Licensor Materials (as defined hereinafter) and Licensor Name and Logo, Licensee’s Future IP Material shall remain vested in Licensee. Licensee hereby grants Licensor an irrevocable, gratis, non-assignable, non-sublicensable,

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nbn-transferrable, non-divisible license during the Term to use any of Licensee’s Existing IP Material and Future IP Material that is used solely in connection with the Licensed Products for the sole purpose of performing its obligations and exercising those rights expressly granted to it hereunder, and shall provide Licensor with Licensee’s Existing IP Materials and Future [P Materials as requested by Licensor from time to time. Neither Licensor nor Licensee shall, in any event, either directly or indirectly, make, have made, use, sell, promote, distribute or otherwise manufacture or market any product that is competitive with the Licensed Products within the Territory.

(d) Third Party Infringement. Licensor and Licensee shall cooperate to ensure that third parties do not unlawfully infringe on Licensed Property or engage in any acts of unfair competition involving Licensed Property. Licensee shall promptly notify Licensor of any such infringements or acts of unfair competition by third parties that come to its attention. Licensor shall, upon its determination that infringement or acts of unfair competition involving Licensed Property are occurring, institute in its own name and/or Licensee’s name and control all claims, suits and/or actions against third parties relating to the Licensed Property, and other proprietary rights in and to the same, at Licensor’s sole cost and expense. With respect to any such claim, suit and/or action, Licensor shall employ counsel of its own choice to direct the handling of the claim, any litigation related thereto and any settlement thereof. Licensor shall be entitled to receive and retain all amounts awarded, if any, as damages, profits or otherwise in connection with such claims, suits and/or actions. Licensee shall not, without Licensor’s prior written consent, make any claim, institute any suit or take any action on account of such infringements, acts of unfair competition or unauthorized uses. If, with Licensor’s prior written consent, Licensee makes such a claim or institutes, at its sole cost and expense, such a suit or action, then Licensee shall be entitled to recover all reasonable costs and expenses incurred in connection with such claim, suit or action from any financial recovery awarded or obtained and the remainder shall be paid to Licensor, less twenty percent (20%) which Licensee may retain. If Licensee does not prevail on any such claim, suit and/or action, or if there is a discrepancy, then Licensee may not recover any sums from Licensor in connection with such claim, suit and/or action.

(e) Goodwill. Licensee recognizes the great value of the publicity and goodwill associated with the trademark, copyright, the names and/or logos of Licensor (collectively, "Licensor Name and Logo"), Licensed Property and materials provided by Licensor ("Licensor Materials"), acknowledges that the Licensor Materials have acquired secondary meaning in the minds of the public and agrees that the Licensor Name and Logo, Licensed Property, Licensor Materials and all rights and goodwill in them belong exclusively to the Licensor and its subsidiaries and/or affiliates. Licensee assigns and transfers to Licensor all goodwill created by Licensee’s use of the trademarks, copyrights, Licensor Name and Logo, Licensed Property, Licensor Materials and Licensed Product(s). Licensee further acknowledges and agrees that it will not cause or authorize any third party to register in its name any Licensor Name and Logo, Licensed Property or Licensor Materials, or any component part thereof, and/or represent in any filing, statement, document or other presentation, that it is the owner of any of the foregoing, and shall not use or display any of the foregoing except as expressly permitted herein. Licensee’s use of Licensed Property, Licensor Materials, or Licensor Name and Logo, or any portion thereof, shall inure solely to the benefit of Licensor.

(f) Licensor’s and Licensee’s Obligations with Respect to Intellectual Property Rights.

i. R&D. At all times during the Term, Licensor shall maintain and monitor its research and development facility (which is currently located in Italy) to ensure that it (1) sustains the position of the "Prince" brand as the market leader with

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respect to core tennis and racquet technology, and (2) continues to develop and provide Licensor and Licensee with innovative products appropriate for branding under the Licensed Property.

ii. Licensor makes no representation or warranty that it shall obtain patent protection for, or copyright or trademark registrations in, new Licensed Property, but covenants that it shall apply for patents, trademarks and copyrights on the technology and products described in Section 7(f)(i) in a manner that is at least consistent with its historical practices and in any event with the goal of protecting the market leader position described above. Licensor shall use its best efforts to maintain all existing issued patents, registered trademarks and registered copyrights for the Licensed Property in a manner that is at least consistent with its historical practices and to prosecute all patent, trademark and copyright applications for the Licensed Property, with the goal of obtaining the appropriate issued patent or registration arising thereunder.

iii. Licensee shall assist Licensor, at Licensor’s request and sole cost and expense, in the procurement and maintenance of Licensor’s rights in Licensed Property (including, without limitation, all intellectual property rights therein, whether recognized currently or in the future). In connection therewith, Licensee shall, without limitation, execute and deliver to Licensor, in such manner as Licensor shall reasonably request, from time to time, all instruments necessary to: (i) effectuate patent, copyright and trademark protection; (ii) record Licensee as a registered user of any patents, copyrights or trademarks pursuant to this Agreement; or (iii) cancel any such registration. Such registration shall be handled by attorneys selected or approved by Licensor, in its sole discretion.

(g) No Attack. Licensee shall not, during the Term or at any time thereafter: (i) attack or challenge; or (ii) lend assistance to any third party in connection with an attack or challenge of any right, title or interest of Licensor in and to the Licensor Name and Logo, Licensed Property and Licensor’s Materials, and any and all other intellectual property rights of Licensor, including, without limitation, other copyrights, trademarks and/or patents owned and/or controlled by Licensor, whether by way of application for and/or an opposition against any trademark relating to the Licensed Property or anything confusingly similar thereto, or by way of lawsuit, cancellation proceeding or action or otherwise. Licensee shall not, during the Term and at all times thereafter misuse, disparage or bring into disrepute the name and brand of Licensor nor make any negative or unfavorable statements concerning the name and brand of Licensor.

(h) Works Made For Hire. Licensee acknowledges and agrees that any and all intellectual property rights arising from or relating to the Licensed Product(s) that are created or developed by Licensee under this Agreement and that qualify as works of authorship belong to Licensor and are "works made for hire" as defined in Section 101 et seq. of the United States Copyright Act, Title 17, United States Code ("Copyright Act"). With respect to any and all intellectual property rights created or developed by Licensee under this Agreement, including any rights arising under Section 7(b) above, and arising from or relating to the Licensed Product(s) which are not "works made for hire" as defined in the Copyright Act, including, without limitation, inventions, Licensee hereby assigns all right, title and interest in and to such intellectual property rights to Licensor. Licensee will execute and deliver any and all documents, including, without limitation, short form assignments, determined by Licensor

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to be necessary to perfect its right, title and interest in and to any such intellectual property rights. Notwithstanding the foregoing, this Section shall not apply to any intellectual property rights that Licensee owned prior to the Effective Date (as defined in the Summary of Commercial Terms), including, without limitation, Licensee’s Existing IP Material, or Licensee’s Future IP Material.

8. DOMAIN NAME OWNERSHIP.

(a) Licensor shall retain title to, and maintain, the registrations for the domain names www.princesports.com , www.princetennis.com, www.ektelon.com, www.vikingathletics.com , www.princesquash.com and www.princegolf.com ("Licensor URLs"). Licensor shall likewise maintain the underlying websites. Licensor’s and Licensee’s respective marketing departments shall work together to insure that the websites and all social media initiatives are consistent with the overall brand strategy, enable Licensee to conduct retail sales and comply with the Licensor’s Style Guide and Brand Books. Licensee may register new domain names and similar electronic addresses using the trademarks included in the Licensed Property and maintain websites under those domain names for the purposes of marketing and selling Licensed Products; provided, however, that each domain name or similar electronic address is registered to Licensor and Licensee pays all registration and maintenance costs associated with said registration. Licensee agrees that, to the extent that Licensor finds any use of a Licensed Property on the internet by a Permitted Distribution Channel to be objectionable, as determined by Licensor in its sole and absolute discretion, Licensee shall use its commercially reasonable efforts to cause the Permitted Distribution Channel to cease such use.

(b) Licensor agrees to cooperate with Licensee in the execution, filing, application and/or registration of any domain name or electronic address that Licensee may choose to register in accordance with Section 22 of the Summary of Commercial Terms.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS.

(a) Licensor warrants and represents to Licensee that: (i) it owns all right, title and interest in and to the Licensed Property licensed hereunder, the Licensor URL’s, and the Inventory and Accounts Receivable sold or transferred hereunder, (ii) the Inventory is Saleable (as defined in the Summary of Commercial Terms and subject to the limitations set forth therein), (iii) it is authorized to enter into this Agreement and to license the rights herein granted to Licensee and to sell or transfer the Inventory and Accounts Receivable sold or transferred hereunder; (iv) it has not sold, assigned, leased or in any manner disposed of or encumbered the rights herein granted to Licensee and is otherwise under no disability, restriction or prohibition from entering into or performing its obligations under this Agreement; (v) it is duly organized, validly existing and in good standing under the Laws of its state of organization; (vi) all necessary acts have been reflected by it to render the Agreement valid and binding upon it; and (vii) it shall not create any expenses chargeable to Licensee without the prior written consent of Licensee.

(b) Licensee warrants and represents all of the following:

(i) (A) It has the full right, power and authority to enter into the Agreement and to perform all of its obligations hereunder; (B) it is adequately staffed and financially capable of undertaking the business operations which it conducts and of performing its obligations hereunder; (C) it is duly organized, validly existing and in good standing under the Laws of its state of organization; (D) all necessary acts have been effected by it to render the Agreement valid and binding upon it; and

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(E) in its negotiations relative to the Agreement, it has not utilized the services of any finder, broker or agent and it owes no commission or fees to any such person in relation hereto.

(ii) (A) The Licensed Product(s) and all Advertising & Promotion by Licensee, if applicable, shall be of quality in design, material and workmanship that is equal to or higher than the Products Manufactured and sold using the Licensed Property before the Effective Date; (B) no injurious deleterious or defamatory material, writing or images shall be used in or on the Licensed Product(s) or Advertising & Promotion; (C) Licensee shall undertake a level of customer service and provide warranties to consumers at least as favorable as is standard in its industry; and (D) Licensee shall comply with any and all product recalls issued by the Consumer Product Safety Commission or any other local, federal or state agency or Law. HOWEVER, LICENSEE EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH RESPECT TO THE LICENSED PRODUCTS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

(iii) Licensee shall not create, incur or permit any encumbrance, lien, security interest, mortgage, pledge, assignment or other hypothecation upon the License or permit the commencement of any proceeding or foreclosure action on the License or to obtain any assignment thereof, whether or not involving any judicial or nonjudicial foreclosure sales.

(iv) Licensee has not and will not, during the Term or at any time after expiration of the Term: (A) attack any right, title or interest of Licensor in and to Licensed Property; (B) willfully infringe upon or violate the trademark rights, copyright, right of publicity or any other intellectual property right of any other person or entity; or (C) create any expenses chargeable to Licensor without the prior written approval of Licensor.

(v) Neither Licensee nor any of its subsidiaries, affiliated companies and/or their principals (i.e., owners, officers, directors and/or managers) shall be involved, directly or indirectly, in any act of counterfeiting or piracy or in the unauthorized manufacture, distribution, advertising, sale and/or offering of any merchandise or products bearing the name, trademark, logo or likeness of any other person or entity. Without limiting any other provision of this Agreement, any violation by or on behalf of Licensee of this paragraph shall constitute a material breach entitling Licensor to immediately terminate this Agreement.

(vi) All costs and expenses of manufacture, advertising, promotion, Samples, Packaging, stickers, labels, tags and other costs and expenses related to the sale, distribution, Advertising and Promotion of Licensed Product(s) shall be borne by Licensee.

(c) Each Party hereby represents and warrants to the other that it shall comply with and act in accordance with (A) any and all applicable Laws and other legal obligations of or in the Territory including, without limitation, local, state, federal and international directives, rules, assessments, regulations, filing requirements, ordinances, statutes, codes, judgments and civil or common Law; (B) applicable conventions and treaties to which the United States or any legal subdivision thereof is a party; and (C) applicable industry and trade-association standards, rules or regulations (individually and collectively, "Law" or "Laws"). In particular, each party represents and warrants to the other that, throughout the Term, it shall comply with the U.S. Foreign Corrupt Practices Act, as well as applicable export control and sanctions laws, regulations, orders and requirements and that it shall not engage in, and shall take all steps to ensure that its principals, shareholders, directors, employees, agents and other persons working on its behalf in connection with performance under this Agreement do not

650141.17 22 CIC-

engage in any activity that would expose the other party to a risk of criminal or civil penalties under such laws, requirements and regulations. Each Party shall have the right to terminate this Agreement immediately in the event of any determination by a Court or governmental agency, or entry by the other party into any Consent Judgment which contains an admission of a breach of the foregoing provision by the other party. There is no pending or threatened litigation which may affect either party’s ability to fully perform its obligations herein.

(d) Licensee hereby acknowledges that Licensor does not make any warranties or representations as to the popularity, success, continued exploitation of, and/or marketing and advertising budget with respect to, the Licensed Property, and does not make any warranties or representations as to the amount of Net Revenues or profits Licensee shall derive under this Agreement from the sale or distribution of the Licensed Product(s).

(e) Notwithstanding Section 9(d), Licensor represents and warrants that at all times during the Term, its research and development facility (currently located in Italy) will be open and operating for the purpose of (i) continuing to sustain the position of the "Prince" brand as the market leader with respect to core tennis and racquet technology, and (ii) continuing to develop and provide Licensor and Licensee with innovative products appropriate for branding under the Licensed Property. The facility’s research and development efforts (and expenditures thereon) as a percentage of Licensor’s revenues shall be at least consistent with historical levels.

10. INDEMNIFICATION.

(a) Licensor shall indemnify, defend and hold harmless Licensee and its parents, subsidiaries, affiliated companies and their respective officers, directors, shareholders, employees, licensees, agents, attorneys, successors and assigns (each, individually, a "Licensee Indemnified Party") from and against any and all claims, liabilities, demands, causes of action, judgments, settlements, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) arising solely out of: (i) the breach by Licensor of a representation, warranty or covenant in this Agreement; (ii) the failure by Licensor to perform any of its obligations under this Agreement; (iii) the gross negligence, bad faith or unlawful conduct of Licensor; and/or (iv) Licensee’s use of the Licensed Property strictly as authorized hereunder. Licensor shall not be liable to any Licensee Indemnified Party under this Section 10(a) to the extent that: (y) any loss, claim, damage, liability or expense is determined by a court of competent jurisdiction to result directly from any such Licensee Indemnified Party’s willful misconduct or gross negligence; or (z) to the extent that Licensee is required to indemnify Licensor pursuant to Section 10(b) below.

(b) Licensee shall indemnify, defend and hold harmless Licensor and its parents, subsidiaries, affiliated companies and their respective officers, directors, shareholders, employees, licensees, agents, attorneys, successors and assigns (each, individually, a "Licensor Indemnified Party") from and against any and all claims, liabilities, demands, causes of action, judgments, settlements, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) arising out of or in connection with: (i) the breach by Licensee of a representation, warranty or covenant in this Agreement; (ii) the failure by Licensee to perform any of its obligations under this Agreement; (iii) the gross negligence, bad faith or unlawful conduct of Licensee; (iv) the design, manufacture, Packaging, distribution, shipment, Advertising & Promotion, sale and/or exploitation of Licensed Product(s); (v) any claim related to the use of third party copyrighted materials on or in connection with Licensed Product(s); (vi) any representation, warranty, claim, statement or promise made by Licensee with respect to Licensed Product(s), including, without limitation, actions claiming

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deceptive or misleading Advertising & Promotion related to Licensed Product(s) or any materials relating thereto; (vii) the use of Licensed Product(s), including, without limitation, any bodily injury, death or other product liability claims arising therefrom; (viii) any claims by any local, state or federal government or regulatory agency, authority or board relating to Licensed Product(s) or any Advertisement for Licensed Product(s); (ix) claims of copyright infringement, trademark infringement or other intellectual property infringement relating to Licensed Product(s) (except to the extent covered by Section 10(a) above); and (x) any action or omission of Licensee in connection with the conduct of Licensee’s business. Licensee shall not be liable to any Licensor Indemnified Party under this Section 10(b) to the extent that: (y) any loss, claim, damage, liability or expense is determined by a court of competent jurisdiction to result directly from any such Licensor Indemnified Party’s willful misconduct or gross negligence; or (z) to the extent that Licensor is required to indemnify Licensee pursuant to Section 10(a) above.

(C) The party to be indemnified hereunder (the "Indemnitee") must give the indemnifying party hereunder (the "Indemnitor") prompt written notice of any action, claim or proceeding brought against it for which it is entitled to indemnification hereunder, and the Indeninitor, in its sole discretion, then may take such action as it deems advisable under the circumstances to defend such action, claim or proceeding on behalf of the Indemnitee. In the event that appropriate action is not taken by the Indenmitor within thirty (30) days after its receipt of written notice from the Indemnitee, the Indemnitee shall have the right to defend such action, claim or proceeding, but no settlement thereof may be made without the prior written approval of the Indemnitor, which approval shall not be unreasonably withheld, delayed or conditioned. Even if appropriate action is taken by the Indemnitor, the Indemnitee may, at its own cost and expense, be represented by its own counsel in such action, claim or proceeding. In any event, the Indemnitee and the Indemnitor shall keep each other fully advised of all developments and shall cooperate fully with each other in all respects in connection with any such action, claim or proceeding. The provisions of this Section shall survive expiration of this Agreement.

11. INSURANCE.

(a) Licensee shall procure and maintain, at its sole cost and expense, and cause its manufacturers to obtain, at their sole cost and expense, comprehensive general liability insurance, including product liability insurance and insurance to defend and protect the parties against third-party claims for personal injury, death, property damage, negligent design, negligent manufacture, other product liability claims or any advertising injury arising out of or in connection with the Licensed Product(s) or the marketing thereof. Insurance must be obtained from a company reasonably acceptable to Licensor, providing adequate protection for Licensor and Licensee against any claims or suits arising out of or in connection with the rights granted under this Agreement in an amount not less than five million dollars ($5,000,000.00) per incident or occurrence, or Licensee’s standard insurance policy limits, whichever is greater. Such insurance does not extend to claims or liability caused or created by Licensor.

(b) Such insurance shall remain in force at all times during the Term and for a period of three (3) years thereafter. Within five (5) business days from the Effective Date, Licensee will submit to Licensor a certificate of insurance naming Licensor as an additional insured and prohibiting the insurer from canceling, terminating or materially modifying the underlying insurance policy unless it gives written notice of such termination, cancellation or modification to Licensor at least thirty (30) days in advance thereof. Upon receipt of such notification, Licensor shall have the right, based on

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Licensor’s sole discretion, to declare a material breach of this Agreement (which must be cured prior to any insurance lapse or result in a termination of this Agreement which termination shall take effect on the last day of coverage, notwithstanding any provision of this Agreement to the contrary) and/or the right, but not the obligation, to purchase replacement insurance from an insurance carrier of Licensor’s choice, and Licensee agrees to pay all costs thereof immediately upon request by Licensor.

(c) In the event that any insurance policy required hereunder includes or permits a waiver of subrogation, such waiver shall apply to Licensor. In the event that any insurance policy required hereunder provides for a waiver of subrogation in the event that such waiver is required by a third party agreement, then this Agreement shall be deemed to require such waiver. Any claims covered by Licensee’s insurance policies shall not be offset or reduced in any amount whatsoever by any other insurance which Licensor may independently maintain. Licensee shall notify Licensor of all claims regarding the Licensed Property, Licensed Materials, Licensed Product(s), or Licensor Name and Logo under any of the foregoing policies of insurance promptly upon the filing thereof. Licensee’s indemnification obligations hereunder shall not be limited by the amount of insurance requirements hereunder.

12. TERMINATION.

(a) Licensor’s Right to Suspend or Terminate. Licensor shall have the right, at Licensor’s option, to suspend its performance hereunder and/or terminate this Agreement in its entirety upon the occurrence of any of the following events, including, without limitation:

(i) The failure of Licensee to make any payment required to be made under this Agreement, which failure is not cured within forty-five (45) business days of Licensee’s receipt of written notice from Licensor specifying the nature of such failure with particularity (except for Licensee’s failure to have paid any GIv1R due hereunder, the remedy for which is as set forth in Section 6 or Section 12 of the Summary of Commercial Terms, as applicable; or

(ii) The breach by Licensee of any of its representations or warranties herein or the failure of Licensee to comply with any of the other terms of this Agreement or otherwise discharge its duties hereunder, where such breach or failure is not cured within thirty (30) days of Licensee’s receipt of written notice from Licensor specifying the nature of such breach or failure with particularity; or

(iii) Any act of gross negligence or wanton misconduct by Licensee; or

(iv) The cessation of operations by Licensee, including but not limited to Licensee’s failure to continuously and diligently seek to fill all accepted purchase orders for Licensed Product(s), for a continuous period of ninety (90) days); or

(v) The making by Licensee of an assignment for the benefit of creditors, or the filing by or against Licensee of any petition under any federal, national, state or local bankruptcy, insolvency or similar Laws, if such filing shall not have been dismissed or stayed within sixty (60) day after the date thereof.

(vi) Licensee hereby acknowledges that Licensee shall not have an opportunity to cure any material breach which by its terms, cannot be cured, including, without limitation, the failure

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of Licensee to assist with intellectual property maintenance in the manner provided by Licensor in a manner that causes Licensor to lose intellectual property protection.

(b) Licensee’s Right to Suspend or Terminate. Licensee shall have the right to suspend its performance hereunder or terminate this Agreement in its entirety upon the occurrence of (i) the breach by Licensor of any of its representations or warranties herein; (ii) the failure of Licensor to comply with the terms of this Agreement or otherwise discharge its duties hereunder, where such breach or failure is not cured within thirty (30) business days of receipt of written notice by Licensor specifying the nature of such breach or failure with particularity; (iii) any act of gross negligence or wanton misconduct by Licensor; (iv) the cessation of operations by Licensor for a continuous period of ninety (90) days; or (v) the making by Licensor of an assignment for the benefit of creditors, or the filing by or against Licensor of any petition under any federal, national, state or local bankruptcy, insolvency or similar Laws, if such filing shall not have been dismissed or stayed within sixty (60) day after the date thereof.

(c) Right to Terminate. Either party shall have the right to terminate this Agreement if the Effective Date does not occur by June 20, 2012.

13. EFFECT OF TERMINATION AND SELL-OFF.

(a) Effect of Termination or Expiration. Upon any expiration or termination of this Agreement for any reason whatsoever, all rights in and to the Licensed Property shall revert to Licensor, and Licensor shall be free to license such rights to any other person or entity, and Licensee shall have no further rights whatsoever with respect to Licensed Product(s), the Licensed Property and/or any other intellectual property rights relating thereto, except as expressly set forth herein. Each party shall, at its sole cost and expense, return any of the other party’s Confidential Information, intellectual property, artwork or materials of any kind that are then in its possession or under its control. Any and all unpaid Royalties and/or any other payments due to Licensor pursuant hereto shall be immediately due and payable to Licensor (and shall be paid not later than twenty-one (21) days from the expiration of the Term or the earlier termination of this Agreement for any reason). In no event shall any expiration or termination of this Agreement excuse any party from any breach or violation of this Agreement and full legal and equitable remedies shall remain available thereof, nor shall it excuse the making of any payment due under this Agreement with respect to any period prior to the date of expiration or termination. Notwithstanding any provision of this Agreement to the contrary, Sections 3(b), 4, 5(a), 7, 8(a), 10, 11, 13, 14, 15, 16 and 17(b), (d), (e), (h) and (i) hereof shall survive any expiration or termination of this Agreement.

(b) Sell-Off Period. In the event that (1) this Agreement has expired pursuant to its terms or has been terminated other than by Licensor pursuant to Section 12(a), (ii) Licensee is not in breach hereof, (iii) all Guaranteed Minimum Royalties, Royalties and CMF Contributions that are due and payable have been received in full by Licensor, and (iv) Licensee has provided to Licensor any and all information requested, including, without limitation, inventory and trademark information, then Licensee shall have the non-exclusive right to sell-off existing Inventory (as defined in Section 13(c)) within the Territory and Permitted Distribution Channels for a period of one hundred and eighty (180) days following the expiration of the Term (the "Sell-Off Period"), in which case Licensee shall account to Licensor for Royalties relating thereto as provided for herein. Licensee’s right of sell-off will itself terminate automatically if Licensee (or its manufacturer(s) or distributor(s)) breach any term, condition, obligation, representation or warranty herein during the Sell-Off Period. During such

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period, Licensee shall not be entitled to use Licensed Property in any new or additional Licensed Product(s), Advertisements or Packaging of any kind. It is specifically understood and agreed that Licensee shall not have the right to manufacture or have manufactured any Licensed Product(s) for a period of three (3) months prior to the expiration of this Agreement, except to fill orders before or after the expiration of the Term. It is further understood and agreed that after the expiration or termination of this Agreement, Licensee may manufacture or have manufactured Licensed Products solely to the extent necessary to fulfill outstanding orders from its customers for which Licensee does not have Licensed Products in its inventory. Following the expiration of the Sell-Off Period, Licensor shall have the right, but not the obligation, to purchase all existing Licensed Product(s) remaining in Inventory at Licensee’s actual manufacturing cost thereof. If Licensor elects not to purchase any Licensed Product(s), then Licensee shall destroy the same and furnish Licensor with a certificate of destruction.

(c) Inventory and Destruction. At the expiration or earlier termination of this Agreement, subject to the sell-off provision in Section 13(b), Licensee shall destroy the Licensor Materials and all Licensed Product(s) and/or Advertising & Promotion materials on-hand held for Licensee’s Inventory or in process of manufacture (collectively, "Inventory"), unless otherwise directed by Licensor. Following the destruction and/or delivery to Licensor of the Licensor Materials and the destruction and/or sale to Licensor of the Inventory, Licensee shall submit, within thirty (30) days, a statement certified by an authorized representative of Licensee attesting to and detailing the destruction and/or delivery of such Licensor Materials and the destruction and/or sale of all such Inventory.

14. CUMULATIVE RIGHTS & REMEDIES LIMITATION OF LIABILITY.

(a) All rights and remedies conferred upon or reserved to the parties in this Agreement shall be cumulative and concurrent and shall be in addition to all other rights and remedies available to such parties at law or in equity or otherwise, including, without limitation, requests for temporary and/or permanent injunctive relief. Such rights and remedies are not intended to be exclusive of any other rights or remedies and the exercise by either party of any right or remedy herein provided shall be without prejudice to the exercise of any other right or remedy by such party provided herein or available at law or in equity.

(b) Each party acknowledges that any breach by the other party shall cause the first party irreparable harm for which there is no adequate remedy at law, and in the event of such breach, the non-breaching party shall be entitled to, in addition to other available remedies, injunctive or other equitable relief, including, without limitation, interim or emergency relief, including, without limitation, a temporary restraining order or injunction, before any court with applicable jurisdiction, to protect or enforce its rights.

(c) To the maximum extent permissible under applicable Law, neither party will be liable to the other or any third party for any consequential, incidental, punitive, or special damages regardless of the form or action, whether in contract or in tort, even if a party has been advised of the possibility of such damages, provided that (i) claims for gross negligence and/or willful misconduct; and (ii) the indemnification obligations set forth in Section 10, shall not be subject to these limitations on liability.

15. CONFIDENTIALITY.

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(a) Each party acknowledges that it may have access to the other party’s Confidential Information (as hereinafter defined), whose value may be impaired by misuse or by disclosure to a third party. The receiving party agrees that it will not disclose or use such Confidential Information except to perform its obligations or to exercise the rights granted to it under this Agreement. The receiving party shall take reasonable precautions to protect the confidentiality of the other party’s Confidential Information. Such precautions may, if requested by the disclosing party, include the use of separate written confidential agreements, in a form approved by the disclosing party. Following the expiration or termination of this Agreement, no party shall disclose or use any of the other parties’ Confidential Information for any purpose, unless otherwise agreed in writing by the disclosing party.

(b) All Confidential Information of a disclosing party will remain the property of the disclosing party. The confidentiality of Confidential Information and the obligation of confidentiality and non-use hereunder shall survive any expiration or termination of this Agreement until such time as the information in question ceases to be confidential.

(c) For the purposes hereof, the term "Confidential Information" shall mean any and all proprietary information, technical data, trade secrets and know-how, including, without limitation, research, product plans, products, services, customers, customer lists, potential licensees, suppliers, retailers, manufacturers, markets, developments, inventions, processes, formulas, technology, designs, drawings, manufacturing information, marketing, finances and other business information, which is obtained, received, developed or derived by any party, either directly or indirectly, by any means of communication or expression, prior to or during the Term of this Agreement. Confidential Information shall also include the terms and conditions of this Agreement. As used in this Agreement, the term Confidential Information shall not include any information that is: (i) in, or that enters the public domain through no fault of the receiving party; (ii) generally known by persons other than the disclosing party (or its subsidiaries or affiliates), or persons employed by, in control of, or otherwise affiliated with the disclosing party (or its subsidiaries or affiliates); (iii) general industry practices and industry specific information generally known or known by persons with a knowledge of the business within, which the disclosing party operates; (iv) already known to the receiving party at the time of such disclosure other than as a result of disclosure from a third party subject to a confidentiality obligation; (v) subsequently received by the receiving party in good faith from a third party having prior right to make such subsequent disclosure; (vi) independently developed by the receiving party without use of any confidential or proprietary information of the disclosing party; or (vii) approved in writing for unrestricted release or unrestricted disclosure by the disclosing party.

(d) Each party agrees to notify the other party of the circumstances surrounding any inadvertent disclosure or use of Confidential Information, and to be responsible for any unauthorized disclosure or use of Confidential Information by its agents and independent contractors.

(e) Each party may disclose Confidential Information of the other party pursuant to the request or requirement of applicable Laws, regulation or court order, provided that it shall have given the other party prompt notice of such request or requirement, such that the other party has an opportunity to defend, limit or protect such disclosure.

16. PLANT, PROPERTY AND EQUIPMENT.

(a) For purposes of this License Agreement, the term "Lease" shall mean and refer to that certain Lease dated May 12, 2004, as amended March 1, 2004, July 19, 2007 and May, 2008, by and

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between Licensor, as tenant, and Bordentown Investments, LLC and its predecessors in interest, as landlord, of Licensor’s facility located at One Advantage Court, Bordentown, New Jersey 08505 (the "Premises").

(b) Notwithstanding any provision in this Agreement to the contrary, from and after the Effective Date hereof until (a) the date that is twenty day prior to the deadline established by the Bankruptcy Court for Licensor to assume or reject the Lease pursuant to Section 365(d) of the Bankruptcy Code (the "Lease Decision Date"), or (b) any earlier termination of this Agreement, Licensor will not reject, repudiate or disclaim the Lease, without the prior consent of Licensee.

(c) Notwithstanding any provision in this Agreement to the contrary, pursuant to written notice of Licensee to Licensor no later than the end of the Lease Decision Date, the Lease may be designated as an agreement to be assumed by Licensor and assigned to Licensee. If Licensee has not provided written notice of its desire to have the Lease assumed and assigned as provided in the preceding sentence by the Lease Decision Date, the license to use the Premises granted to Licensee pursuant to Section 16(e) below shall terminate, Licensee shall immediately cease its use of the Premises and PPE and shall vacate the Premises and Licensor shall have the right to reject the Lease or take any such other action as Licensor shall deem appropriate with respect to the Lease. Licensee’s right to acquire some or all of the PPE owned by Licensor as set forth in the Summary of Commercial Terms, will not be affected by the termination of Licensee’s license to use the Premises, provided that Licensee removes any such purchased PPE at Licensee’s sole cost and expense at the time it vacates the Premises or such later time as agreed in writing with Licensor. Licensee shall defend, indemnify and hold both Licensor and the landlord of the Premises harmless from and against any damage to the Premises caused by such removal.

(d) Licensee shall compensate Licensor for that portion of the rent, utilities, insurance and other carrying costs equal to its percentage utilization of the PPE, as determined in accordance with Section 25 of the Summary of Commercial Terms (the "Percentage Utilization") from and after the Effective Date in performing its obligations under the Lease until the date a determination is made (or deemed made) by Licensee with respect to the treatment and disposition of the Lease. If the Lease is assumed by Licensor and assigned to Licensee, any applicable Cure Costs determined by order of the Bankruptcy Court shall be satisfied and paid by Licensee. If the Lease is rejected by Licensor and Licensee enters into negotiations to lease space from the landlord under the Lease (the "Landlord"), Licensee shall use commercially reasonable efforts, in its negotiations with the Landlord to reduce or eliminate any rejection damage claim that the Landlord may have against Licensor. All payments to be made by Licensee to Licensor pursuant this Section 16(d) shall be made within five (5) business days of receipt by Licensee of a reasonably detailed invoice from Licensor with respect thereto.

(e) Subject to the other terms and conditions of this Section 16, Licensor hereby grants Licensee a license to use and possess the Premises. Such license to use the Premises shall commence on the Effective Date and shall terminate on the earlier of (a) the date the Lease is rejected, (b) the date the Lease is assumed and assigned to Buyer, (c) the lease termination or similar date set forth in any order of the Bankruptcy Court entered in Licensor’s Chapter 11 proceeding, and (d) the Lease Decision Date. From and after the Effective Date, Licensee shall indemnify, defend and hold Licensor and its successors and assigns harmless of, from and against any losses, liabilities, costs, expenses (including, without limitation, reasonable attorneys’ fees and all court costs) suffered or incurred by Licensor or such successors and assigns as a result of or in connection with the license granted pursuant to this Section 16 or otherwise in connection with Licensee’s access to or use of the Premises or PPE. Without limiting the survival of any other provision of this Agreement, Licensee’s obligations under

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this Section 16 shall survive the termination of the license granted under this Section 16 and any termination of this Agreement. On or before the Effective Date, Licensee shall obtain and deliver to Licensor evidence of casualty insurance with respect to the PPE and general liability insurance with respect to Licensee’s use, of the PPE and Premises which name Licensee as additional insured and/or loss payee (as appropriate) and which are in amounts, for a term and otherwise in form and content satisfactory to Licensor.

17. MISCELLANEOUS.

(a) Relationship of the Parties. This agreement does not constitute and shall not be construed to constitute an agency, partnership, joint venture or any other type of unnamed relationship between Licensor and Licensee. Neither party shall have the right to obligate or to bind the other party in any manner whatsoever, and nothing contained in this Agreement shall give or is intended to give any rights of any nature to any third party. Licensor and Licensee both acknowledge and agree that state and federal franchise Laws do not and will not apply to this Agreement or to the relationship between Licensee and Licensor and their respective rights and obligations hereunder. The parties agree that, due to their respective business backgrounds and prior licensing experience, they do not need the protection of state or federal franchise Laws.

(b) Addresses and Notices. All notices, requests, demands and other communications required or permitted to be made hereunder shall be: (i) in writing; and (ii) shall be deemed duly given if: (A) hand delivered against a signed receipt therefore to a corporate officer; or (B) sent by registered or certified mail, return receipt requested, first class postage prepaid or sent by a nationally recognized overnight delivery service to the party at the address listed in the Summary of Commercial Terms; or (C) sent by confirmed facsimile transmission; or (D) sent by confirmed e-mail; in each case addressed to the party entitled to receive the same at the address specified below:

(i) If to Licensee then to: the address and email set forth in Section 2 of the Summary of Commercial Terms.

(ii) If to Licensor, for required Notices then to: @princesports.com

If to Licensor, for product Approval and Sample submissions then to: @princesports.com

If to Licensor, for Quarterly and Annual Statements, then to: ___@princesports.com

If to Licensor, for any registered or certified mail, then to the Legal Department at the following address:

Either party may alter the address to which communications are to be sent by giving notice of such change of address in conformity with the provisions of this Section providing for the giving of notice. Notice shall be deemed to be effective, if personally delivered, when delivered; if mailed, at midnight on the third business day after being sent by registered or certified mail; if sent by nationally recognized overnight delivery service, on the next business day following delivery to such delivery

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service; or on the same day if sent by confirmed facsimile transmission or confirmed e-mail; provided, however, that if sent by confirmed facsimile transmission or confirmed e-mail, a copy is also sent by one of the other methods set forth in this Section.

(c) Assignment.

(i) Licensee may assign or transfer this Agreement or any of its rights or obligations hereunder, directly or indirectly, pursuant to a Change of Control Transaction (as hereinafter defined) or otherwise, without the prior written consent of Licensor; provided such assignment or transfer is to an entity that has a credit quality as good, or better than BSS as of the date of this Agreement, as evidenced by the balance sheet presented to the creditor’s committee ("Qualified Entity"). Any attempted assignment or transfer by Licensee to an entity that is not a Qualified Entity without the prior written consent of Licensor shall be void and of no force or effect. Licensor shall have the right, upon written notice to Licensee, to assign or transfer any or all of its obligations under this Agreement without the consent of Licensee, pursuant to a Change of Control Transaction. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.

(ii) As used herein, the term "Change of Control Transaction" shall mean: (A) that a party, directly or indirectly, in one or more related transactions (1) consolidates or merges with or into (whether or not such party is the surviving entity) one or more other entities; (2) sells, assigns, transfers, conveys, encumbers or otherwise disposes of all or substantially all of its assets; (3) issues, sells or grants an option to acquire to any other person or entity voting ownership interests equal to fifty percent (50%) or more of the then outstanding voting ownership interests of such party (including, on an as if converted basis, the issuance or sale of convertible securities which may be converted into voting ownership interests of such party); (4) consummates an ownership interest purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or entity, whereby such other person or entity acquires ownership interests equal to fifty percent (50%) or more of the then outstanding ownership interests of such party (including, on an as if converted basis, the issuance or sale of convertible securities which may be converted into membership interests of such party); or (5) reorganize, recapitalize or reclassify its ownership interests such that its voting ownership interests are owned or acquired by any other person or entity; or (B) any one or more persons or entities, in one or a series of related transactions, directly or indirectly, acquires fifty percent (50%) or more of the then outstanding voting ownership interests of such party (including, on an as if converted basis, convertible securities which may be converted into voting ownership interests of such party).

(d) Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the Laws of the State of New York, notwithstanding any conflict of Law provisions to the contrary. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Notwithstanding either party’s right to injunctive relief set forth in Section 14(b), venue of all mediation, litigation and arbitration for all claims shall be exclusively in New York, New York. Accordingly, the parties agree that service of process deposited in certified or registered mail addressed to the other party at the address for the other party set forth in the Summary of Commercial Terms shall be deemed valid service of process for all purposes. Each party agrees not to contest the respective venue or jurisdiction selection. With respect to the right to injunctive relief, a party may seek an injunction before any court of competent jurisdiction, not limited to a state or federal court

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located in New York, New York and the other party agrees not to contest the jurisdiction of any such court nor assert, by way of motion, defense or otherwise, that the Agreement or the subject matter hereof may not be enforced in or by such court. Subject to the right to injunctive relief hereunder, any controversy, claim or dispute arising out of or relating to this Agreement, or the breach thereof, shall be attempted to be settled by the parties by non-binding commercial mediation before a JAMS mediator, selected by JAMS if the parties cannot mutually agree upon a JAMS mediator within ten (10) days after a party requests mediation, and if unsuccessful, the parties may pursue any and all remedies available hereunder or under applicable Law. All administrative costs of any mediation shall be split evenly between the parties. Each of the parties hereby waives the right to trial by jury in any and all actions or proceedings in any court, whether the same is between them or to which they may be parties, and whether arising out of, under, or by reason of this Agreement, or any acts or transactions hereunder or the interpretation or validity thereof, or out of, under or by reason of any other contract, agreement or transaction of any kind, nature or description whatsoever, whether between them or to which they may be parties.

(e) Default Expenses. If either party defaults with respect to any obligation under this Agreement, the defaulting party shall indemnify the other party against and reimburse it for all reasonable attorney’s fees and all other costs and/or expenses resulting or made necessary by the bringing of any action, motion or other proceeding to enforce any of the terms, covenants or conditions of this Agreement.

(f) Entire Agreement. The Standard Terms and Conditions, along with the Summary of Commercial Terms, sets forth the entire Agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings, inducements and conditions, whether express or implied, oral or written, except as herein contained. The express terms hereof shall control and supersede any course of performance and/or usage of trade inconsistent with any of the terms hereof.

(g) Amendment and Modification. This Agreement may be amended, modified and supplemented only by written agreement duly executed and delivered by each of the parties hereto.

(h) Waiver and Delays. A waiver by any party of any of the terms and conditions of, or rights under, this Agreement shall not be effective unless signed by the party waiving such term, condition or right and shall not bar the exercise of the same right on any subsequent occasion or any other right at any time or be deemed or construed to be a waiver of such terms or conditions for the future. Neither the failure of nor any delay on the part of any party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege.

(i) Severability. If any term or provision of this Agreement, as applied to either party or any circumstance, for any reason shall be declared by a court of competent jurisdiction to be invalid, illegal, unenforceable, inoperative or otherwise ineffective, that provision shall be eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable; provided, however, that if any term or provision of this Agreement pertaining to the payment of monies to either party shall be declared invalid, illegal, unenforceable, inoperative or otherwise ineffective, such party shall have the right to terminate this Agreement as provided herein.

650141.17 32 cz-

(j) Form and Construction. Paragraph and subparagraph headings in this Agreement are included for ease of reference only and do not constitute substantive matter to be considered in construing the terms of this Agreement. As used in this Agreement, the masculine gender shall include the feminine and the singular form of words shall include the plural, or vice versa, as necessary in order that this Agreement may be interpreted so as to conform to the subject matter actually existing. The language of this Agreement shall be construed as a whole and not strictly for or against any of the parties.

(k) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one Agreement binding on all parties hereto notwithstanding that all of the parties hereto are not signatories to the same counterpart. Each of the parties agrees that a photographic or facsimile copy of the signature evidencing a party’s execution of this Agreement shall be effective as an original signature and may be used in lieu of the original for any purpose.

(1) Exhibits. All Exhibits and Schedules referenced in this Agreement, if any, are hereby incorporated by reference into, and made a part of, this Agreement.

(m) Transaction Expenses. Each party shall be responsible for its own expenses relating to the negotiation of this Agreement.

(n) Currency and Exchange Rate Issues. All sums set forth in this Agreement and any appendices and Exhibits hereto are, and are intended to be, expressed in United States Dollars. All payments of Royalties or other payments or remittances due under this Agreement shall be paid in the United States in United States Dollars at the Foreign Exchange Rate. For the purposes hereof, the term "Foreign Exchange Rate" means, for any particular currency, the spot rate for such currency as quoted at www.oanda.com (to the extent that www.oanda.com provides quotations therefore, or such other resource that is mutually satisfactory to the Licensor and Licensee) at 9:00 a.m., Eastern Standard Time, on the third business day prior to the date on which any relevant payment hereunder is made.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

650141.17 33

AGREED & ACCEPTED:

LICENSEE: LICENSOR:

PRINCE AMERICAS, LLC

PRINCE SPORTS, INC.

Lo ’ Print: d1k 9-1 ,c- Cw!..b Print:

Title: 6E0 Title:

Date: 2- Date:

650141.17 34

AGREED & ACCEPTED:

LICENSEE: PRINCE AMERICAS, LLC

By:_

Print:

Title:

Date:

LICENSOR: PRINCE SPORTS, INC.

By:

Print:

Title:

Date:

650141.17 34

First Addendum to License Agreement

Between Prince Sports, Inc. and Prince Americas, LLC

Dated June 8, 2012

THIS FIRST ADDENDUM TO LICENSE AGEEMENT IS SUBJECT TO APPROVAL BY LICENSOR’S BOARD OF DIRECTORS AND THE BANKRUPTCY COURT

THIS FIRST ADDENDUM to a certain License Agreement between Prince Sports, Inc. ("Licensor") and Prince Americas, LLC ("Licensee") dated June 8, 2012 (the "License Agreement") is made and agreed to on this - day of June 2012.

Licensor and Licensee have identified certain matters that were not contemplated at the time of the signing of the License Agreement. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the License Agreement as follows:

Inventory. Licensor has determined that certain inventory must be ordered for the maintenance and benefit of the ongoing business related to the Licensed Property. Accordingly Licensor is placing an order for Licensed Product with payment terms subject to cash against documents which inventory order has been approved by Licensee (this order and any additional new inventory purchased with Licensee’s prior approval shall hereinafter be called "New Inventory"). Upon approval of the License Agreement by the Bankruptcy Court and Licensor’s Board of Directors, and notwithstanding anything to the contrary in the License Agreement, all New Inventory produced or created from the date of this Addendum through the closing of the transactions contemplated herein, shall be valued at and acquired by Licensee pursuant to this Agreement for an amount equal to one hundred percent of its stated value. If some or all of the New Inventory has been sold but payment has not yet been received at the time the License Agreement becomes effective, the A/R resulting from the sale of such New Inventory shall be purchased by Licensee at seventy cents for each dollar of stated value, provided that the purchase price for the A/R shall, in no event, be less than the amount paid by Licensor to purchase the New Inventory to which the A/R relates. In the event payment has not yet been made to the vendors for some or all of this New Inventory at the time the License Agreement becomes effective and the initial transactions contemplated therein are consummated, Licensee shall pay the vendors directly for such Licensed Product subject to cash against documents, and shall take title to it.

2. PPE. Section 25 of the Summary of Commercial Terms and Section 16 of the Standard Terms and Conditions of the License Agreement are to be deleted in their entirety and replaced with the following:

"PPE: Licensee may make use of Licensor’s current Plant, Property and Equipment (collectively, the "PPE") and, to the extent relating to the PPE, contracts, leases, agreements and other arrangements (including licenses from third parties to Licensor and including the AS400 Computer System and related software) between Licensor and third parties (collectively, "Contracts") through the end of 2012; provided, however, that Licensee may make use of Licensor’s leased real property and Contracts only for the period that Licensor is permitted to occupy the leased real property or continue to utilize the Contracts, as applicable, pursuant to the Bankruptcy Code and orders of the Bankruptcy Court unless earlier ordered by the Bankruptcy Court. Licensee shall be responsible for only that portion of the rent, utilities, insurance and other carrying costs (including, without limitation, costs payable under Contracts) equal to its percentage utilization of the PPE and Contracts, as applicable, with the percentage utilization to be agreed upon between the parties. If Licensee and Licensor are unable to agree on the percentage utilization, the matter shall be submitted to the Bankruptcy Court for determination so long as the Licensor’s Chapter 11 proceeding is still pending. Following the closing of Licensor’ s Chapter 11 proceeding, such disputes shall be submitted to a mutually agreed-upon accounting firm for determination. On Jan 1, 2013, Licensee may purchase the portion of the PPE owned by Licensor for fair market value, it being acknowledged by Licensee that only a portion of the PPE is owned by Licensor. Licensee will be responsible for any sales tax or fees assessed related to the transfer of title to the PPE from Licensor to Licensee. Further, to the extent that Licensee desires that Licensor seek to assume and assign to Licensee any Contract, Licensee shall specify such Contracts in a written notice (an "Assignment and Assumption Notice") delivered to Licensor no later than the earlier of (i) the date which is twenty (20) days prior to the date established by order of the Bankruptcy Court or the Bankruptcy Code as the outside date for assumption and assignment of such Contract(s), (ii) the date which is twenty (20) days prior to the confirmation hearing on any plan of reorganization filed in Licensor’s Chapter 11 bankruptcy proceeding, and (iii) such other date as may be ordered by the Bankruptcy Court. Upon Licensor’s receipt of any timely Assignment and Assumption Notice, Licensor shall promptly seek and use commercially reasonable efforts to obtain Bankruptcy Court approval to assume and assign the relevant Contracts, provided that (i) Licensee shall bear all responsibility to demonstrate adequate assurance of future performance of each such Contract to the satisfaction of the Bankruptcy Court, and (ii) Licensor gives no assurance whatsoever that it will be able (even with the exercise of its commercially reasonable efforts) to obtain Bankruptcy Court approval of any assumption and assignment requested pursuant to any Assumption and Assignment Notice and Licensee acknowledges that its obligations under this Agreement shall be unaffected by any failure to obtain any such approval. Should Licensee fail timely to deliver an Assumption and Assignment Notice with respect to any Contract, Licensor shall be free to take any action it deems appropriate with respect to that Contract, including, without limitation, causing the Contract to be rejected."

All other provisions of the License Agreement that are not expressly changed or modified by this First Addendum shall continue unchanged, in full force and effect. In the event of any conflicts between the License Agreement and this First Addendum with respect to the specific subject matter of this First Addendum, the provisions of this First Addendum shall control. All capitalized terms contained in this Addendum which are not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties have executed this First Addendum effective as of the date first above written.

LICENSEE:

LICENSOR: PRINCE AMERICAS, LLC

PRINCE SPORTS, INC

By Chris Circo, CEO

Gordon jsr EO

BATTLE SPORTS, INC. (SOLELY TO INDICATE ITS AGREEMENT WITH SECTION 17 OF THE LICENSE AGREEMENT)

Lo Chris Circo

All other provisions of the License Agreement that are not expressly changed or modified by this First Addendum shall continue unchanged, in full force and effect. In the event of any conflicts between the License Agreement and this First Addendum with respect to the specific subject matter of this First Addendum, the provisions of this First Addendum shall control. All capitalized terms contained in this Addendum which are not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties have executed this First Addendum effective as of the date first above written.

LICENSEE: LICENSOR: PRINCE AMERICAS, LLC PRINCE SPORTS, INC.

By_� By_________________ Chris Circo, CEO Gordon Boggis, President & CEO

BATTLE SPORTS, INC. (SOLELY TO INDICATE ITS AGREEMENT WITH SECTION 17 OF THE LICENSE AGREEMENT)

Chris Circo 46 e~AV

This Exhibit A is attached to and made part of the Agreement between Prince Sports, Inc.("Licensor") and Prince Americas, LLC ("Licensee"), dated June -, 2012.

EXHIBIT A

Manufacturer’s Agreement

This Manufacturer’s Agreement is made by and between

"LICENSEE"

and "Manufacturer" located at

WHEREAS, LICENSEE has entered into a License Agreement with Prince Sports, Inc. ("OWNER")

dated for the manufacture, distribution and sale of certain LICENSED PRODUCTS

bearingcertain trademarks of OWNER that are identified on the attached EXHIBIT 1 ("PROPERTY");

WHEREAS, LICENSEE desires Manufacturer to manufacture or supply materials for the

manufacture of certain LICENSED PRODUCTS bearing the PROPERTY, which are subject to such License

Agreement;

WHEREAS, pursuant to said License Agreement, all suppliers and manufacturers utilized by

LICENSEE in the manufacture of LICENSED PRODUCTS must agree to certain conditions;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, Manufacturer agrees as follows:

1. Manufacturer acknowledges that the PROPERTY is the sole property of OWNER and that

Manufacturer’s right to manufacture the LICENSED PRODUCTS with the PROPERTY thereon is in all

respects subject to the terms and conditions of the License Agreement. All manufacturing rights to the

LICENSED PRODUCTS are subject to the restrictions on the use of the PROPERTY and the termination

provisions of the License Agreement. The manufacture of the LICENSED PRODUCTS shall give

Manufacturer no right to use the PROPERTY or to sell LICENSED PRODUCTS bearing the

PROPERTY beyond the term or outside the scope of the License Agreement. If OWNER terminates the

License Agreement, Manufacturer shall have no claim against OWNER for any reason whatsoever.

2. Manufacturer shall not make or sell, or cause to be made or sold, the LICENSED PRODUCTS for or to

any person or entity except LICENSEE.

3. Manufacturer shall conform to all local laws and customs regarding hiring practices, wage and working

conditions. Manufacturer shall comply with all of the provisions of the attached Standards of

Manufacturing Practices, (a copy of which shall be provided to Manufacturer by Licensee upon signing

hereof), including, without limitation, Owner’s right to inspect Manufacturer’s facilities. I Under no

circumstances shall Manufacturer involve the production of LICENSED PRODUCTS in an environment

650141.17 35 eel

where underage labor is employed. Manufacturer shall not utilize factories or production facilities that

force work to be performed by unpaid laborers or those who must otherwise work against their will.

LICENSEE shall monitor Manufacturer’s factories and work environment to ensure compliance to these

policies and obtain verification of compliance. If Manufacturer is found not to be in compliance with the

above requirements, they will no longer be permitted to be a manufacturer of LICENSED PRODUCTS

and this Manufacturer’s Agreement shall automatically terminate.

4. OWNER shall be deemed an intended third party beneficiary of this Agreement and shall have the right,

in its sole discretion, to enforce its provisions against Manufacturer.

MANUFACTURER

LICENSEE

By:

By: C...- (La- Signature

Signature

Printed Name

Printed Name

Title Title

Date Date

650141.17 36

Standards of Manufacturing Practices

Overview In order to maintain high standards for decent and humane working conditions in the manufacturing operations of OWNER or its LICENSEES, OWNER has established specific minimum guidelines for its manufacturing partners around the world. OWNER’s supplier selection process requires all factories with which OWNER or its LICENSEES contracts to operate in compliance with local laws and, in addition, to meet the specific Standards of Manufacturing Practices set forth below through a monitored certification process.

OWNER believes that the following set of standards will help ensure that decent and humane working conditions are provided to the employees of the factories with which OWNER or its LICENSEEs contracts. Where a factory is found to be in violation of the Standards, corrective action will be initiated and unless the violation is corrected, OWNER may require the LICENSEE to cease to do business with the offending factory. OWNER believes that consumers can have confidence that products manufactured in compliance with these standards are not produced under exploitative or inhumane conditions.

Standards of Practice

Forced Labor MANUFACTURER certifies that it does not use any forced labor - prison, indentured, bonded or otherwise.

Child Labor MANUFACTURER certifies that no person shall be employed in any factory at an age younger than 15 (or 14 where the law of the country of manufacture allows) or younger than the age for completing compulsory education in the country of manufacture where such age is higher than 15.

Harassment or Abuse MANUFACTURER certifies every employee shall be treated with respect and dignity. No employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse.

Nondiscrimination MANUFACTURER certifies that no person shall be subject to any discrimination in employment, including hiring, salary, benefits, advancement, discipline, termination or retirement, on the basis of race, religion, gender, age, disability, sexual orientation, nationality, political opinion, social or ethnic origin, or any other characteristic that is protected by applicable law.

Health and Safety MANUFACTURER certifies that workers will be provided 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 contractors’ facilities.

Freedom of Association and Collective Bargaining MANUFACTURER certifies that, as applicable, employees’ rights to freedom of association and collective bargaining will be recognized and respected.

Wages and Benefits MANUFACTURER certifies that it complies with all applicable wage and hour laws and regulations, and that employees will be paid at least the minimum wage required by local law, or the prevailing industry wage, whichever is higher.

650141.17 37

Hours of Work/Overtime MANUFACTURER certifies that it complies with applicable regulations concerning work hours mandated by local laws and uses overtime only when employees are compensated according to local law. MANUFACTURER further certifies that it will not allow employees to exceed the maximum number of overtime hours provided by local law.

Benefits MANUFACTURER certifies that it complies with all applicable provisions for legally-mandated benefits, including but not limited to health care; child care; sick leave; contributions for social security; life, health, worker’s compensation and other insurance mandated by local law.

Environment MANUFACTURER certifies that it complies with applicable country environmental regulations.

Documentation and Inspection MANUFACTURER agrees to: (A) Certify to OWNER on an annual basis in writing that each of the above-listed Standards is being

met. (B) Maintain on file such documentation as may be needed to demonstrate compliance with the

Standards of Manufacturing Practices (C) Make these documents available in the English language to LICENSEE for audit inspection upon

request. (D) Provide employees with the opportunity to report noncompliance with workplace standards

outlined heroin, free from punishment or prejudice for so doing. (E) Post the Standards in the language of the country of manufacture in a common area accessible by

all employees.

650141.17 38

This Exhibit B is attached to and made part of the Agreement between Prince Sports, Inc.("Licensor") and Prince Americas, LLC (’Licensee"), dated June -, 2012.

EXHIBIT B

Intellectual Property Notices

Note: Licensees should refer to the Style Guide provided by Licensor for all the guidelines that must be followed when using any of Licensor’s intellectual property. As a matter of policy, all Licensees must submit a sample or mock-up of any use of the Licensed Property and related trademarks to Licensor for approval as set forth in the License Agreement.

Any and all products, advertisements, marketing materials, packaging, instruction materials and Licensee’s website (if it features a product) must bear appropriate patent, copyright, trademark and credit notices as designated by Licensor, as well as the QR Code, if requested by Licensor.

Legal lines should be placed on the actual item, including but not limited to all inner neck labels, woven labels, hangtags, stickers and any and all marketing materials.

650141.17 39

Schedule 1(a) - Included Copyrights, Patents, Trademarks

DOCSLA:254144.7 71194-001

Page 1 of 9

Trademark Records By Trademark

Owner Trademark Country Application Registration Registration No. No Date

Classes Status

(Device Only) (Device Only)

Prince Sports, Inc. United States 73294006 1210697 Sep 28 1982 28 Registered

(Device Only)

PRINCE GOLF United States INTERNATIONAL, LTD. of America

73720454 1534465 Apr 111989 28 Cancelled

(Device Only)

Prince Sports Inc. United States 75829445 2548558 Mar 122002 28 Registered of America

(Device Only)

United States of America 75829448 Prince Sports Group, Inc. 2381515 Aug 292000 28 Cancelled

(Device Only)

PRINCE SPORTS, INC. United States 85355423 of America

4,077,247 Dec 27 2011 18 3 25 Registered

(Device Only)

United States PRINCE SPORTS, INC. 85479804

of America 28 Pending

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Page 2 of 9

IAIR+ I

Prince Sports Inc. AIR+ United States

of America 76350629 2730426 Jun 24 2003 28 Registered

BANDIT BANDIT United States

Prince Sports Inc. of America 76344373 2878271 Aug 31 2004 28 Registered

ICONSTANT TAPER SYSTEM I CONSTANT TAPER

Prince Sports Group, Inc. SYSTEM United States

of America 73769374 1550303 Aug 11989 28 Cancelled

ICTS APPROACH I

Prince Sports Group, Inc. CTS APPROACH United States

of America 73769371 1548472 Jul 18 1989 28 Cancelled

IbIABLO

Prince Sports Inc. DIABLO U

of’1, id St

ericaaIes 76552466 3181308 Dec 52006 28 Registered

DIRECT CONTACT DIRECT CONTACT United States

Prince Sports Inc. of America 76350628 2845591 May 25 2004 28 Cancelled

IDURAFLEX DURAFLEX United States

Prince Sports Inc. of America 75241013 2120034 Dec 9 1997 28 Registered

IDURAPERF

PRINCE SPORTS, INC. DURAPERF United States 75047076 2068010 Jun 3 1997 28 Cancelled

of America

DURATAC DURATAC United States 76497770 2810295 Feb 3 2004 28 Registered Prince Sports Inc. of America

IDURATRED I DURATRED United States

Prince Sports Inc. of America 76497769 2810294 Feb 3 2004 28 Cancelled

DURATRED

PRINCE SPORTS, INC. United States

[DURATRED0fAmerica 85121990 3954782 May 32011 28 Registered

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Page 3 of 9

DURAZORB

Prince Sports Inc. DURAZORB United States 76497771 of America

2810296 Feb 3 2004 28 Registered

EKTELON V

V

Prince Sports Inc. EKTELON United States 72448105

of America 0976308 Jan 8 1974 Registered

Prince Sports, Inc. EKTELON United States

of America 72448105 0976308 Jan 8 1974 28 Registered

Prince Sports, Inc.

EKTELON

EN7ELONJ

United States of America

73293936 1202163 Jul 20 1982 28 Registered

Prince Sports Inc. EKTELON United States

of America 74637267 2104531 Oct 14 1997 7,25 Registered

Prince Sports Inc. EKTELON

United States 75241633 of America

2118113 Dec2 1997 18 Registered

IENDURANCE

Prince Sports Inc. ENDURANCE United States

of America 73771798 1630967 Jan 8 1991 28 Registered

EXTENDER

Prince Sports Group, Inc. EXTENDER United States

of America 73769368 1547561 Jul 111989 28 Cancelled

IFOILER PRINCE GOLF INTERNATIONAL, LTD.

FOILER United States 73717731 of America

1511891 Nov8 1988 28 Cancelled

HOTSHOT HOTSHOT United States

Prince Sports Inc. of America 76497766 2810293 Feb 3 2004 28 Registered

ILANGERT I LANG ERT

PRINCE GOLF ____ United States INTERNATIONAL, LTD.

[ of America

73751285 1542721 Jun 6 1989 28 Cancelled

LIGHTNING

PRINCE SPORTS, INC. LIGHTNING 78801165 28 Abandoned

United States

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Page 4 of 9

of America

LIGHTNING

ILITE BEAM I LITE BEAM United States Prince Sports, Inc. of America

75704364 2488520 Sep 11 2001 28 Cancelled

INATURAL FOOT SHAPE NATURAL FOOT

PRINCE SPORTS, INC. SHAPE United Statesof America

74671097 2104360 Oct7 1997 25 Cancelled

INE0S I

Prince Sports Inc. NEOS United States

of America 75207969 2121513 Dec 16 1997 7 Registered

NFS

Prince Sports Inc.

NFS

NFS United States of America

76565821 2906101 Nov 30 2004 25 Registered

0 TECH

Prince Sports Inc.

0 TECH

I 0 TECH

I

United States 78943022 of America

3309944 Oct 9 2007 28 Registered

103

Prince Sports Inc.

03

I lUnited States 78490149 of America

3246132 May 29 2007 28 Registered

Prince Sports Inc.

03

03 ’United States 78919775 of America

3258263 Jul 32007 28 Registered

LOUTRAGE

Prince Sports Group, Inc. OUTRAGE

United Statesof America

75749230 2462586 Jun 192001 28 Cancelled

IOZONE OZONE

Prince Sports Inc. United States 77158727 3547532 Dec 162008 28 Registered

OZONE of America

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Page 5 of 9

IP P

Prince Sports Inc. United States 73422860 1307141 Nov 27 1984 25 Registered I of America L P

Prince Sports Inc. United States 74731281 2015230 Nov 12 1996 25 Registered of America

P

Prince Sports Inc. United States of America 78930587 3244735 May 22 2007 18 Registered

P logo

Prince Sports, Inc.

P logo

I United States 73210442 1175337 Oct 27 1981 28 I of America Registered

PLAY WITH FIRE

Prince Sports Inc. PLAY WITH FIRE

United States of America

75731553 2416564 Dec 26 2000 28 Lapsed

Prince Sports Inc.

PLAY WITH FIRE

I United States I of America 85066688 3914088 Feb 1 2011 28

PLAY WITH FIRE Registered

POWER RING

Prince Sports Inc. POWER RING United States

of America 75085994 2082484 Jul 22 1997 28 Registered

PRINCE

PRINCE United States

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Page 6 of 9

Prince Sports Inc. of America 73067890 1049720 Oct 5 1976 28 Registered

Prince Sports, Inc PRINCE United States 73156499 1103956 Oct 10 1978 28 Registered

of America

PRINCE

Prince Sports Inc.

t pr:,Jot United States 73353202

America 1233680 Apr 5 1983 25 Registered

Prince Sports Inc. PRINCE

es 73421464 1284452 Jul 3 1984 28 Registered of America

PRINCE

Prince Sports Inc. 73422861 of America

1290202 Aug 14 1984 25 Registered

PRINCE

Prince Sports, Inc United States 73424490 1290217 Aug 14 1984 25 Registered

Prineff�

of America

PRINCE

Prince Sports Inc. 1352974 Aug 6 1985 25 Registered

PrIM98-1’1ned tJ

States 73502433

PRINCE

Prince Sports Inc. 73651545 1462052 Oct 20 1987 28 Registered

P=dnce of America

PRINCE

Prince Sports Inc. 0 73815063 1596440 May 15 1990 18,28 Registered

prince of Ameri

Prince Sports Inc. PRINCE United States 74653460 1992784 Aug 13 1996 28 Registered

of America

PRINCE SPORTS INC PRINCE United States 75241541

of America 2120037 Dec 9 1997 28 Cancelled

Prince Sports Inc. PRINCE United States 75372346 2702774 Apr 1 2003 28 Registered

of America

Prince Sports Inc. PRINCE

United 76416273 e e5 2690808 Feb 252003 9 Registered of Am

V

PRINCE P PRINCE P

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Page 7 of 9

Prince Sports Group, Inc. United States

75138725 2052953 Apr 151997 25 Cancelled of America

PRINCE RULE THE COURT PRINCE RULE THE COURT United States

Prince Sports Inc. of America 76557975 3029826 Dec 132005 28 Registered

PRINCE RULE THE COURT United States

Prince Sports Inc. of America 76557976 2972343 Jul 192005 25 Registered

IPRINCEGRIP I

Prince Sports Group, Inc. PRINCEG RIP United States

of America 75764694 2403797 Nov 14 2000 3 Cancelled

IPRO LITE PRO LITE United States

Prince Sports Inc. of America 76518250 2952664 May 17 2005 9 Registered

IPROBLEND PROB LEND

Prince Sports Inc.

[

PrOBIend IUnited States 73450672 1300735 Oct 161984 28 Registered

of America

Prince Sports Group, Inc. PROBLEND

United Statesof America

75772461 2415442 Dec 262000 25 Cancelled

IQUIKTRAC

PRINCE SPORTS, INC. QUIKTRAC United States

75438968 2275025 Aug 311999 25 Cancelled of America

IREACT

Prince Sports Group, Inc. REACT United States

of America 75749231 2462587 Jun 19 2001 28 Cancelled

REBEL REBEL

’United States Prince Sports, Inc. L REBEL of America 85241581

25,28 Pending

RECOIL

RECOIL

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Page 8 of 9

Prince Sports Inc. RECOIL United 78776832 3437956 May 272008 28 Registered

of

SHARK SHARK

Prince Sports Inc. United States Allowed to

78403269 3009636 Oct 252005 28 of America Lapse

SHOCK ERASER

Prince Sports Inc. SHOCK ERASER United States

of America 75759056 2428951 Feb 13 2001 25 Registered

SOVEREIGN

Prince Sports Inc. SOVEREIGN United States

of America 76272270 2732967 Jul 1 2003 28 Registered

ISPEEDPORT

Prince Sports Inc.

SPEEDPORT

PEEDPORTOf

United States America

78878600 3309726 Oct 9 2007 28 Registered

THUNDER

Prince Sports Inc. THUNDER United States 75020824

of America 2102614 Oct 7 1997 28 Registered

ITHUNDERLIGHT

PRINCE SPORTS, INC. THUNDERLIGHT United States 75158212

of America 2127852 Jan 6 1998 28 Cancelled

ITOPSPIN

Prince Sports, Inc TOPSPIN

United States 73790332 of America

1581712 Feb 61990 28 Registered

ITRIPLE THREAT

Prince Sports Inc. TRIPLE THREAT United States

of America 75731554 2413195 Dec 12 2000 28 Registered

Iv I

Prince Sports Inc. United Statesof America

75117871 2055342 Apr 22 1997 28 Registered

V

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Page 9 of 9

VIKING I VIKING

United States Prince Sports Inc. of America

75117869 2052797 Apr 15 1997 28 Registered

IWALLBANGER

PRINCE SPORTS, INC. WALLBANGER United States 75052583 2090003 Aug 191997 28 Cancelled

of America

IWALLBEATER

PRINCE SPORTS, INC. WALLBEATER

United States 75052579 2070826 Jun 10 1997 28 Cancelled of America

IWARR1OR WARRIOR

PRINCE SPORTS, INC. =WARRIOR of Ame5

United States 85321763 28 Pending

TM Administrator - END OF REPORT

IPPO WebTMS: printed May 28 2012 20:58

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- core business

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EP granted 5112160.6 14-dic-05 1797928 25 March 2559

DE granted 1797928 25 March 2009

ES granted 1797928 25 March 205B

FR granted 1797926 25 March 2009

GB granted 1797928 25 March 2009

IT granted 1797928 25 March 2009

HK granted 07113259.2 5-dic-07 HK1107660 14-gen-Il

JP granted 2006-320273 4,892,324 22-div-i1 is 2i00l00 - 14-gro-Or 2007013524L 14-drc-Ou 05112160 r 11/584,206 00l10 Us 7,935,206 3-nrag-11

AU granted 2007200641 14-teb-07 17-n�il

CN granted 200710092008.5 4-apr-07 ZL200710092006.5

EP Wanted 06112486.3 11-apr-06 1844920 25 March2009

06 granted 1844820 25 March2009

ES granted granted 1944920 25 March 2009

FR 1944920 25Marctr2009

GB granted 1844820 25 March 2009

IT granted 1844820 25 March 2009

-1K granted 08104894.1 09 HK1110083 31-din-1 ,Js Granted 11-012-01 111707,04: T5?950 US 7Ott,50 12-o0-10

EP granted 06122719.7 20-oS-06 1913982 1S4o09

DE granted 1913982 154ug-09

ES granted 1913982 10-tog-SB

FR granted 1913962 10-tog-OS

GB granted 1913982 154ug-09

IT granted - 1913982 104ug-09

US rSSfSff 6-nov-OS 2008027404 20-Ott-OS EP06122718., 111875,20-5 Tl’, 8.03855 18-08- 1

iT Granted 8 t32003A00001 ’71T, 1344635 tO-lag-v

jT 052003A00001. 7Tr 1344035 14-roar-U

AU 2004216406 7e4 2004216406

CN Granted 2.0048E011 27-feb-04 ZL2004800052462 4-feb-09

1-1K anted 26 27-

IT rented 8132/. 28- 1344839 14-mar-08

iS granted 73019250 18-do-S

S Granted - Oaf773,208 224 US 5,870,683 22-set-98

P JP, 2000-505712,A 1998-529041

E Granted 15-apr-99 GE 19781592 234c-96 081773.208 US9723759 19-d 0E19781592r 15-apr-99

K Granted 19-nov-99 HK1017280 23-dic-96 081773208 99102381 27-or HK101728

24-rear-GO 121192 23-do-98 08/113,20-. CN12119

us granted uufzl~ ’d~l Z~ug- Ub 8,150,16 tb-mar-U

-1 229612006

13445 14-mar-s

U Granted 24-m 31036 3-vtt-06

U Granted - I 24-. 31005 18-net-06

U - 1229812OD6 24-m 31008 18-ve06

U Granted I 24-m 31034 4-00-06

AU G.nted 1 24- 31005 18-set-06

U - 1230112ODS 24-rn 3f 006 18-set-D6

U - � rn 31006 18-set-OS

U - 24-m 31006 18-set-06

CN Granted 200630129982.0 29-rnag-06 ZL2006301 29992.0 12-dic-07

CN Granted 200630129980.1 29-rnag-06 ZL200630129980.1 16-gen-08

CN Granted 20D6301 29984.X 29-teat-Ott ZL200630129984i/ 12-dic-07

CN Granted 200630129979.9 29-rnag-06 ZL200630f 29979.9 I 6-gen-08

CN Granted ______________ 200630129985.4 29-rnag-06 ZL2006301 29985.4 2-lag-08

CN Granted 200630129978.4 29-rnag-06 ZL200630129978.4 6-08-08

eM 5i55f5W 000437581 2t0S55 00043758 28-nov-0/,

Us 2go-S 1-a 200W019/b4 25-Stag-On Snvb114O15. Us t2/106,b/ US 1,9.11,03 .15-apr- ti

OP Granted 24-feb-00 EP1115461 13-ago-98 U519980133521 99941114.., 13-ago-99 1115461 6-6/0-06

F,FR,UK 1115461 -di 6c-06

DE ranted DE89934323 6-div-06

is 180175 09/133,620 T3SS0 Us 8,071,20 6-0/0-St

EP ranted 14-n-96 EP0771224 5-n-95 US 081439,981 9691564309 9-rnag-96 0771224

.58 ranted 5-nov-95 US 08/438,981 0771224 US r 5-n-95 US 091438,981 08/438,981 5-n-95 US 5,562,283 10-ago-98

SG granted 30828 5-nov-90 001438,98r 97221-n 00 3582 3ar-SO 0-re

Us granted 59/308,/b 5-rnag-99 U5 1,234,921 25-rnag-Or

iS

is

u1014,01 tO-do- K, u4 /4,821, 20-rnag-0

g ranted 01/021,85 Us b111,391 18-rnag-9.9

us granted 0/1921,11i ,/19 12-lUg-Sn

US UIUtt,52 .09’. 5-rnag-9

us uranted 591515,51 ,005 1-9ev-S

is 0/053,33 "o ,408 12-net-Sr

.is 001555,21 41/

M;.1.2

12-set-S

US tJt’ i 4 09/ 2.80, tt ,92

US 20-ato-0/, 2003015251 10/004,50 43!

US granted nr i0-ag-95 06/438,509 091751,4ts GO ,60/ 31-ago-99

CN Granted 2-tag-97 CN1153461 10-rnag-95 08/438 1 509 1996109464 9-rnag-96

64.X X

(11 D6871) 30-apr-03

WO Granted 1".v-96 W0/19961035464 10-reao-95 08/438,509 PCTIUSI9961006660 5-set-96

5(0 Granted 14-nOv-55 06011998/03548 10-rna9-S/ 081438,50 9700797 -0 37710 30-rnar-9

us Uranted 201058715 0401 .b4. z".1-

us .TT 29/aJ5,U4, 0/318,930 22-apr-S

US Granted 091415,348 4-mar-95 US 5.599.019 2-apr-97

NZ (i 4-mar-95 09/415,348 1996030573 30573

CN l Granted 14-rnag-97 1149936 4-mar-95 08/415,346 9619027, 6 ______ _____ CN119175 9-mar-OS

CZ Granted 15-09-9, 4-rnar-95 08/415.348 1996-3506 "-96 291046 12-nov-02

1 ’w : 4-mar-95 00/415,345 98-10657

us -

Grante d __ _____ ___________ 081295,300 2410894 5484210 11-Iog-95 -

CA - granted 29-feb-96 95019961005891 24-ago-94 081295, PCTIUS19951010643 22-apr-96 217475 15-gen-02

mX granted 28-gio-96 MX9601447 24-ago-94 08)295. 9601447 22-ago-95 191954 5-lag-99

ES granted - 24-ago-94 08)295, ES214876 o-O 16-ago

T - - 24-ago-94 091295. 723470 29-roar-OS

a 24-ago-S-I 08/295, 96110292 RU2113877 27-giu-09

ip granted - 24-ago-94 06/295. 8-508259 22-ago-95 JP95 6-nrag-97 -

SG Granted 33686 24-ago-94 08/295,300 9610677-8 22-ago-95

CN Granted 23-08-96 1134118 24-ago-94 08/295 1 19951090793 22-ago-95 CN10 27-rear-02

UA granted 24-ago-94 08/295,300 95051892 - 14-ago-96 24-ago-S 09/295, 28997 ’SS8b 15-rnag-0

us - Grante d 07/988,574 12-o0-92 541741 23-nrag-95

EP Grante d 23-giu-94 EP0673271 12-09-92 071986.579 1994904927 9-910-93 EP067321 27-901-92

FR Granted 12-o9-92 07/900,576 199440904827 S87 06732 27-oct-92

Granted 09/935.981 23-set-97 US 594462 31-090-99

CN ranted 24-mar-99 1211933 23-set-97 081935.681 97192544 19-dic-97 ZL9719254

JP ranted _____________ JP,2000-505711,A ____ ______ _____________ JP19980529042 19-dio-97 JP200050571 16-ag-0O ro

38 S1SS 7-feb-Sb 907604 23-oct-81 00/935.961 05197815 T2--m�a9-0 12-ag-9

US

US 49/045,25 L54o1,b 44-000-9

.35 08/820,9/ US 5033/ 10-000-9

35 007261,44 US 54/OCr 202"--!3b

FR mtad 25-apr-97 FR274004,, 23-00-95 08/553,723 FR1996001290,, �:i6 FR274004 8-nno-00 ranted 24-apr-97 0E19644t1 23-05-9/, 08/553,723 DE1996104411., 2II86 M96035

MX granted 24-g-91 US645255 9200277 22-gerr-92 18062 15-geo-96

1W Si/155 Nt-687

1W Granted 9113/127

UK g7T’ 28-105-91 (SgSJoJbb. lo-roag-95 09/430,505 1990002649, 230355,

US Gran =e 12-00-9/., 8-33251., oa/890.O0 6460321 to-ago-S

US Granted 09/014.950 US 599333. 30-nov-S

N granted UN11524/b Z3.tt-qbj 08155312., 9512207 ’W!S CN11S24/., 25-gcr-9

tech transfer

EP Granted 05111692.5 25 March 2009

IT Granted 25107BE12009 9-4)0-05 1803635 25-rear-09

HK

Grant expected 07113256.5 5-d)"7

us Granted 20-div-Or 2001029334 US 11/45441’, TT0 1,011,11 12-08- 10

EP granted 06114348.3 22-mag-06 tu E1S2 200513505. "TESW90 240394 20-000- 10

EP granted 6114815.1 29-mag-O6 EP 1862201 7-apr-11

IT granted 252859EI201. 4-mag-11

DE granted 15/PS27K09105 19-1048-11

FR granted 1862201 7-apr-11

Fl granted SE granted RU granted ______________ __________ _____________ 200613584), (0-09-06 2401688 20-09-10

" giSSlSW ___________

-no__

29o-0 2007027579t 29-roag-Oc 06114015. 11/584195 205W00 US 7.727,092 1-9/U-tO

as g� l � 29-000-U 2001/02/5901 18-579-02 US 11/193.50 11/152,5/v US 1.121.095 1-910-15

us g

26-1504/ 20090050121 f-mar-U 35 12/043,395 US0,079.353 20-div- i

nted 20-mar-08 2008/0070725 _ /3011/524,990 20�t-06 US 7,575,527 18-ago-09

anted 20-oct-00 903 JP240838)200. 4.897.627 6-905-12

1Sr’ 20-set-So 9/

F111501~’,999

hip iranted

nted 29-InS-OS 2008/0051230 US 11/509,999 26-ago-06 /307.663.434 0-teb-Il

oted 29-teb-Od 2008001096. 26-ago-06 999 10-2007-956, 24-ago-07 10-095322.,

anted 28-900-09 MX2007O1O119 26-ago-06 ,995 MXIa/2007/O1011Li 20-ago-0/ 280037

27 08jP200806607n 26-ago-06 /3011/509,999 JP 21523/200, 21-ago-07 4750086 27-nrag-i 1

1W Grrn,ted 26-ago-06 US 111509.999 96130837 21-go-07 1344381

GN 5rntd 27-feb-OS CNf0f130I39 26-090-06 US 11/509,999 200710148873.3 24-090-07 3-meg-1

ZA Granted 12-feb-96 061599.866 97/1166 07/1166 20-off-98

CA Gronfed 30-dic-03 CA2197288 12-feb-96 091599.866 CA19972197289 10-feb-97 CA 2197288 30-dic-03

JP Grented 12-feb-97 9308712 12-feb-96 081599.986 .iP19970027609 2-dic-97

5(3 0/rented 16-nov-99 50/68608 12-feb-96 001599.990 9700299-4 2-dn-97 50008 22-ego-DO

Schedule 1(b) - Excluded Copyrights, Patents, Trademarks

DOCSLA:254144.7 71194-001

Licensee Categories Territory

Overdistrubution Ltd

bags ,Containers( luggage, wallets, suitcases)accessories, North America, Central America, South America

(hats, belts,umbrellas, fashion jewelery), watches, sponge North America, Central America, South America

items( bathrobe, towels)garments and apparel, balls (football, b North America, Central America, South America

sunglasses, North America, Central America, South America

lnterbrand LLC

Hoisery (Mens & Womens), Headwear (Mens & Womens) North America

North America

North America

North America

Dart Mart, Inc

Table Tennis Tables, Paddles, Balls, Nets, Accessories Worldwide

Worldwide

Worldwide

uaItech Global Ltd

enisa S A Latin America

’ags, Paddle Racquets Argentina, Uruguay

Auxsports LTDA

pparel Ecuador