Asset Purchase and Contribution Agreement For Dan Fegan

Case 2:17-cv-02397-AB-PJW Document 12-3 Filed 03/31/17 Page 69 of 137 Page ID
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EXHIBIT F TO THE
BAUMAN DECLARATION
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ASSET PURCHASE AND CONTRIBUTION AGREEMENT
THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this

"Agreement") is entered into as of July 12, 2013 (the "Effective Date"), by and between Daniel
Fegan, a California resident ("Seller"), and Relativity Sports, LLC, a Delaware limited liability
company ("Buyer") (each, a "Party" and, collectively, the "Parties").
WITNESSETH:
WHEREAS, Seller is engaged in the sports marketing, representation, recruiting

and management business and, in connection therewith, provides personal representation,
advertising, marketing, concierge and other related services to coaches, athletes and sports
organizations, including without limitation, such business as heretofore conducted by Seller (a)
on behalf of Lagardere Ltd. with respect to the clients assigned to Seller under the Settlement
Document, or (b) any corporation, limited liability company or other entity owned or operated by
Seller (including, without limitation, Dynasty Sports Group, LLC, a/k/a "BEST Basketball)
(collectively, the "Business");
WHEREAS, upon the terms and subject to the conditions set forth in this
Agreement, Buyer desires to purchase and acquire from Seller, and Seller desires to sell, assign,
transfer and set over to Buyer, free and clear of all Encumbrances (other than Permitted
Encumbrances), all assets properties and rights of Seller related to the Business, and, in
connection therewith, Buyer will agree to assume certain specified liabilities related to the
Business;
WHEREAS, in connection with the transactions contemplated hereby (the

"Transactions"), Seller and each of the individuals set forth on Exhibit A attached hereto (the
"Key Agents"), and Relativity Basketball, LLC ("Relativity Basketball") will enter into
employment agreements (the "New Employment Agreements"); and
WHEREAS, certain terms used in this Agreement are defined m Exhibit B

attached hereto.
NOW, THEREFORE, in consideration of the premises, the mutual promises and

covenants set forth herein and for other good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
SALE AND CLOSING
1.1 Assets.
(a) Acquired Assets. On the terms and subject to the conditions set
forth in this Agreement, at the Closing, Buyer agrees to purchase, acquire and accept from Seller,
and Seller agrees to sell, assign, transfer, convey and deliver to Buyer, free and clear of all
Encumbrances other than Permitted Encumbrances, all right, title and interest in, to and under all
of the assets, privileges, properties, rights, Contracts and other assets of Seller, wherever located,
whether tangible or intangible, absolute or contingent, owned, leased, personal or mixed, and
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used, useful or held for use in connection with the Business (collectively, the "Acquired
Assets"), except as otherwise expressly provided below, including without limitation, the
following:
(i) Assumed Contracts. All of Seller's entire legal and

beneficial right, title and interest in, to and under the Contracts of and relating to the Business
including, without limitation, (A) the athlete representation Contracts listed on
Schedule l. l(a)(i)(A) (the "Existing Representative Contracts"), and (B) the marketing Contracts
listed on Schedule l. l(a)(i)(B) (the "Existing Marketing Contracts"); provided, however, that
with respect to any Existing Representative Contract and Existing Marketing Contract to which
Seller or any Key Agent is a party, such party shall by separate instrument in form and substance
satisfactory to Buyer, and/or pursuant to the Assignment and Assumption Agreement
substantially in the form of Exhibit C attached hereto (the "Assignment and Assumption
Agreement"), effective on or before Closing, sell, assign, transfer and convey to Buyer their
entire legal and beneficial right, title and interest in and to all fees, rights, benefits, and powers
(including, without limitation, (x) for the Existing Representative Contracts, exclusive collection,
modification, negotiation and enforcement rights and excluding only such obligations that such
party must individually perform as a certified NBP A agent) arising from, relating to or in
connection with the Existing Representative Contracts including, without limitation, all amounts
due under such Existing Representative Contracts for the 2012/2013 NBA Season and thereafter,
but excluding only those amounts set forth on Schedule 1.l(b)(iii) with respect to the Existing
Representative Contracts, and (y) for the Existing Marketing Contracts, all existing marketing
fees streams and contracted revenues including, without limitation, all amounts due under such
Existing Marketing Contracts for the 2012/2013 NBA Season and thereafter);
(ii) Fixed Assets. All furniture, fixtures, equipment, computer

hardware, artwork, machinery and other tangible personal property set forth on Schedule
l. l(a)(ii);
(iii) Intellectual Property. All Intellectual Property owned, used

or licensed by Seller in connection with the Business including, without limitation, all goodwill
of Seller attributable to Seller's expertise, professional based Contracts and reputation;
(iv) Books and Records. Any and all books, records and
information related to the Business, if any, but excluding (i) copies of information necessary for
Seller to complete its tax return; and (ii) copies of any information necessary for Seller to
demonstrate applicable compliance therewith;
(v) Claims. Any claims, defenses, causes of action, choses in

action or claims of any kind relating to or arising out of the Business or the ownership, lease,
operation or discharge of the Acquired Assets or Assumed Liabilities, and that are available to or
being pursued by Seller, whether as plaintiff, claimant, counterclaimant or otherwise;
(vi) Accounts Receivable. All Accounts Receivable of Seller or

the Key Agents relating to the Business for the 2012/2013 NBA season and thereafter, including
without limitation, under the Existing Marketing Contracts and the Existing Representative
Contracts, as more fully set forth on Schedule 1. l(a)(vi) and including any amounts paid to other
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agents, but excluding only those amounts set forth on Schedule l.l(b)(iii) with respect to the
Existing Representative Contracts;
(vii) Credits. All deposits, credits and prepaid items related to

the Business for the 2012/2013 NBA Season and thereafter;
(viii) Licenses and Permits. To the extent assignable, all rights

of Seller associated with licenses, permits, franchises, notices and authorizations issued or
granted to Seller and relating to the Business, and all applications therefor, together with any
renewals, continuations, extensions and modifications thereof and additions thereto;
(ix) Reimbursements. All rights of Seller to receive

reimbursements, fees or payments of any sort related to the Business for the 2012/2013 NBA
Season and thereafter, whether express or implied, written or oral, contingent of fixed;
(x) Data. All electronically stored information and data, in the

standard extracted data format, whether contained in a database or otherwise (collectively,
"Data"), that is used or useful in, or to operate, the Business;
(xi) Cash Equivalents. All cash, notes receivable, cash

equivalents (in each case whether on hand, in transit or in banks or other financial institutions),
security entitlements, securities accounts, commodity contracts and commodity accounts, and
other short term investments and equivalents of Seller relating to the Business for the 2012/2013
NBA Season and thereafter, including all restricted cash and unrestricted cash and collateral
(including cash and short term investments) supporting any letters of credit, insurance
arrangements, surety, bonding or other Liabilities of Seller as of the Closing ("Cash"); and
(xii) Insurance Policies. Seller's rights in, to and under all

insurance policies related to the Business and all rights of Seller under or arising out of such
insurance policies.
(b) Excluded Assets. Notwithstanding anything to the contrary

contained in Section l.l(a), the Parties expressly understand and agree that the Acquired Assets
shall not include, and that Seller is not transferring, and Buyer is not acquiring, the following
assets, properties, rights, contracts, claims or interests (collectively, the "Excluded Assets"):
(i) Any Existing Employment Agreements;
(ii) Seller's rights under this Agreement and the other

documents and agreements to be executed in connection herewith, including without limitation,
the Seller Employment Agreement (the "Transaction Documents"); and,
(iii) Those assets, properties and rights of Seller set forth on

Schedule l.l(b)(iii).
1.2. Liabilities.
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(a) Assumed Liabilities. Effective upon the Closing, upon the terms
and subject to the conditions set forth in this Agreement, Buyer will assume and become
responsible for only the following Liabilities of Seller related to the Business (collectively, the
"Assumed Liabilities"):
(i) All obligations of Seller arising after the Closing pursuant

to those Contracts set forth on Schedule l.2(a)(i) (the "Assumed Contracts"); but excluding any
Liability under any such Assumed Contract arising or accruing prior to Closing except as set
forth in Section l.2(a)(ii) below;
(ii) The obligation to make the Fee payments set forth on

Schedule 1.2(a)(ii) with respect to the Existing Representative Contracts; and
(iii) Those Liabilities of Seller related to the Business set forth

on Schedule l .2(a)(iii).
(b) Retained Liabilities. Except for the Assumed Liabilities expressly

set forth above in Section 1.2(a), neither Buyer nor its Designated Affiliate shall assume by
virtue of this Agreement or the Transactions, and neither Buyer nor its Designated Affiliate shall
have any liability for, any other Liabilities of Seller (including, without limitation, those
Liabilities relating to or arising from the Acquired Assets or the operation of the Business on or
prior to the Closing Date) of any kind, character or description whatsoever (the "Retained
Liabilities"), including, without limitation, any of the following:
(i) Any Taxes;
(ii) Any Liability under any Plan, whether or not such Liability
arises prior to, on or following the Closing Date;
(iii) Except as provided in Section l.2(a), any payment

obligations of Seller or any employee of Seller to any other Person under any Contract;
(iv) Any Liability arising from or in connection with the

employment or termination of employment or dismissal by Seller of (A) any employee prior to
or on the Closing Date (including, without limitation, in connection with the Transactions, or
(B) any employee who is not a Transferred Employee after the Closing Date; or
(v) Any Liability of Seller to Lagardere or its Affiliates

including, without limitation, any Liability of Seller under the Settlement Document.
ARTICLE II
PURCHASE AND SALE
2.1. Pre-Closing Inspection. During the two (2) Business Days prior to
Closing, Buyer and its Representatives shall have the right to conduct such inspections and
investigations of the Acquired Assets as Buyer may deem necessary or appropriate. Seller shall
cooperate with Buyer and its Representatives in connection with any such inspections and
investigations.
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2.2. Closing. Provided that all of the conditions precedent set forth in Article
V hereof have been satisfied or waived as provided therein, the closing of the Transactions (the
"Closing") shall be held at the offices of the Buyer at 10:00 a.m. local time on July 12, 2013, or
on such other date or at such other time as the Parties may mutually agree (the "Closing Date").
2.3. Payments of Purchase Price.
(a) As partial consideration for the Acquired Assets, at the Closing, and upon
the terms and subject to the conditions set forth in this Agreement, Buyer shall:
(i) Pay, or cause to be paid, to Seller the amount of $12,250,000 (the

"Closing Cash Payment"); and
(ii) Assume the Assumed Liabilities pursuant to the Assignment and

Assumption Agreement.
(b) In addition, at the Closing, and upon the terms and subject to the
conditions set forth in that certain Equity Grant Agreement of even date hereof between Buyer,
Seller and certain other parties ("Equity Grant Agreement"), Buyer will issue to Seller, 46,700
Units of the Class A Interests of Buyer (the "Equity"). In connection with the issuance of the
Equity, Seller shall become a party to Buyer's Amended and Restated Limited Liability
Company Agreement; provided, however, that Buyer shall have received any approvals and
consents of its members required under Buyer's Limited Liability Company Agreement, as
amended. Seller's rights with respect to the Equity shall be fully vested in all respects upon
issuance and shall not be subject to forfeiture for any reason, including the termination of
Seller's employment with Relativity Basketball. Notwithstanding the foregoing, Seller and the
Equity shall be subject to all the terms and conditions of the Amended and Restated Limited
Liability Company Agreement of Buyer. The Equity shall also be subject to the terms and
conditions of the Equity Grant Agreement.
2.4. Deliveries at Closing.
(a) Upon the terms and subject to the conditions set forth in this Agreement,
at the Closing, Buyer shall:
(i) Deliver, or cause to be delivered, to Seller the Closing Cash

Payment by wire transfer of immediately available funds to such bank and account in the
United States as may be designated by Seller at least two (2) Business Days prior to
Closing;
(ii) Execute and deliver to Seller an employment agreement between

Buyer and Seller substantially in the form of Exhibit D attached hereto (the "Seller
Employment Agreement");
(iii) Execute and deliver to Seller the Assignment and Assumption

Agreement evidencing Buyer's assumption of the Assumed Liabilities;
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(iv) Execute and deliver to each of the Key Agents (other than Varejeo ),
a New Employment Agreement, upon terms and conditions, and in form and substance,
satisfactory to Buyer;
(v) Execute and deliver to Seller the Equity Grant Agreement;
(vi) Execute and deliver the other documents and instruments to be

executed and delivered by Buyer pursuant to Article VI hereof.
(b) Upon the terms and subject to the conditions set forth in this Agreement,
at the Closing, Seller shall:
(i) Execute and deliver to Buyer the Seller Employment Agreement;
(ii) Deliver, or cause to be delivered, to Buyer, the Lagardere

Settlement and Release Agreement (the "Settlement Document") and, promptly after the
Closing, deliver to Buyer the employment and MIP A agreements referenced therein;
(iii) Execute and deliver to Buyer a Bill of Sale substantially in the

form of Exhibit E attached hereto (the "Bill of Sale"), pursuant to which Seller shall
convey the Acquired Assets to Buyer free and clear of all Encumbrances (other than
Permitted Encumbrances);
(iv) Execute and deliver to Buyer the Assignment and Assumption

Agreement;
(v) Cause each Key Agent (other than Varejeo) to execute and deliver
his New Employment Agreement to Buyer;
(vi) Deliver, or cause to be delivered, to Buyer assignments of the

Existing Representative Contracts and Existing Marketing Contracts, in form and
substance satisfactory to Buyer, and assignments of any Seller Intellectual Property in
recordable form;
(vii) Deliver to Buyer the books, records and information related to the
Business, if any;
(viii) Deliver to Buyer a certificate of non-foreign status in the

applicable form set forth in the Treasury Regulations Section 1.1445-2(b)(2)(iv) (the
"FIRPTA Certificate");
(ix) Deliver to Buyer a completed IRS Form W-9 and a California

Franchise Tax Board Form 590 (Withholding Exemption Certificate);
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(x) Deliver to Buyer such keys, lock and safe combinations and other
similar items, if any, as Buyer shall require to obtain full occupation, possession and
control of the Acquired Assets;
(xi) Execute and deliver to Buyer the Equity Grant Agreement;
(xii) Execute and deliver to Buyer Buyer's Amended and Restated

Limited Liability Company Agreement;
(xiii) Execute and deliver the other documents and instruments to be

executed and delivered by Buyer pursuant to Article VI hereof; and
(xiv) Deliver, or cause to be delivered, such other documents and

instruments as shall be requested by Buyer or as may be necessary or appropriate to vest
in Buyer good and marketable title in and to the Acquired Assets or to otherwise carry
out the Transactions.
(c) All of the foregoing instruments described in Sections 2.4(a) and (b) above
shall be in form and substance, and shall be executed and delivered in a manner, satisfactory to
Buyer.
2.5. Additional Purchase Price.
(a) As additional consideration for the Acquired Assets, and subject to the
adjustments set forth in subsection 2.S(b) below, Buyer shall pay to Seller, by check, a
total of $8,000,000 in deferred payments as follows (as adjusted as provided herein, the
"Deferred Purchase Price"):
(i) the sum of $2,000,000 on or before the First Payment Date (the
"First Deferred Payment");
(ii) the sum of $2,000,000 on or before the Second Payment Date (the
"Second Deferred Payment");
(iii) the sum of $2,000,000 on or before the Third Payment Date (the
"Third Deferred Payment"); and
(iv) the sum of $2,000,000 on or before the Fourth Payment Date (the
"Fourth Deferred Payment").
(b) Notwithstanding the provisions of Section 2.S(a) hereof and subject to

subsection 2.S(b)(iv), the Deferred Purchase Price and Deferred Payments shall be reduced as
follows:
(i) Except as otherwise provided below, each Deferred

Payment shall be reduced by the sum of $1,000,000 if either (i) Dwight Howard does not
enter into a Player-League representation contract ("SPAC") with Seller (in his capacity
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as an employee of Buyer or its Affiliate) and Happy Walters, as co-agents, on or before

July 30, 2013, that provides for a commission rate of at least 3% that is not subject to any
deductions, tails or splits to any other party or person other than those set forth on
Schedule l.2(a)(ii), and that is in full force and effect and signed in advance of or
concurrently with a finalized extension or modification of Dwight Howard's existing
league contact with the Los Angeles Lakers or any new league contract, or (ii) Dwight
Howard does not enter into a multi-year extension or modification of his existing league
contract with the Los Angeles Lakers or any new multi-year league contract that is in full
force and effect prior to the termination or expiration of the SPAC referenced above;
provided, however, that the First Deferred Payment shall not be reduced pursuant to this
sentence if both (x) Dwight Howard enters into a one-year extension or modification of
his existing league contract with the Los Angeles Lakers or enters into a new one-year
league contract, and (y) the First Deferred Payment would not be subject to reduction
under this sentence had such extension, modification or new contract been for multiple
years. The foregoing reduction shall not apply to the extent EBITDA for the Seller
Business for the period set forth in Schedule 2.S(b)(iv) is greater than $4,000,0000, as
determined pursuant to clause (iv) below. In addition to any reductions pursuant to the
preceding sentence, if (a) Dwight Howard does not enter into a new shoe contract or an
extension of his existing shoe contract (if any) on or before July I, 2014, or (b) such new
shoe contract or extension is not subject to a Player-Agent marketing contract between
Seller and Happy Walters, as co-agents, and Dwight Howard, duly executed by Dwight
Howard, on terms reasonably acceptable to Buyer, then the Deferred Payments shall also
be reduced by an additional $2,000,000, which reduction shall be recouped ratably over
the remaining Deferred Payments; unless and except to the extent EBITDA for the Seller
Business for the period set forth in Schedule 2.S(b)(iv) is greater than $4,000,0000, as
determined pursuant to clause (iv) below. Notwithstanding anything to the contrary, the
aggregate reduction in Deferred Payments pursuant to this clause (i) shall not exceed
$4,000,000.
(ii) If (A) Seller (in his capacity as an employee of Buyer or its

Affiliate), and Happy Walters, as co-agents, or any other agents employed by Buyer or its
Affiliate, are not acting as Ricky Rubia's agent pursuant to a professional representative
contract, including without limitation, Ricky Rubia's Existing Representative Contract,
as of any Payment Date, and (B) Ricky Rubio has not entered into a new player contract
following the Closing Date pursuant to a SPAC with Seller (in his capacity as an
employee of Buyer or its Affiliate) and Happy Walters, as co-agents, or any other agents
employed by Buyer or its Affiliate which includes the NBA Season just completed on
such Payment Date, then the Deferred Payment for the annual period ending on such
Payment Date shall be reduced by the sum of $500,000; unless and except to the extent
EBITDA for the Seller Business for the period set forth in Schedule 2.S(b)(iv) is greater
than $4,000,0000, as determined pursuant to clause (iv) below.
(iii) If (A) Seller (in his capacity as an employee of Buyer or its

Affiliate) and Happy Walters, as co-agents, or any other agents employed by Buyer or its
Affiliate, are not acting as John Wall's agent pursuant to a professional representative
contract, including without limitation, John Wall's Existing Representative Contract, as
of any Payment Date, and (B) John Wall has not entered into a new player contract
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following the Closing Date pursuant to a SPAC with Seller (in his capacity as an
employee of Buyer or its Affiliate) and Happy Walters, as co-agents, or any other agents
employed by Buyer or its Affiliate which includes the NBA Season just completed on
such Payment Date, then the Deferred Payment for the annual period ending on such
Payment Date shall be reduced by the sum of $500,000; unless and except to the extent
EBITDA for the Seller Business for the period set forth in Schedule 2.S(b)(iv) is greater
than $4,000,0000, as determined pursuant to clause (iv) below.
(iv) If any Deferred Payment is reduced pursuant to the mechanism set

forth in subsections 2.S(b)(ii)-(iii) above for any period set forth in Schedule 2.S(b)(iv),
Buyer shall prepare a financial statement which statement shall reflect EBITDA with
respect to the Seller Business for such period in accordance with the principles set forth
therein (respectively, the "Proposed First Payment Statement," the "Proposed Second
Payment Statement," the "Proposed Third Payment Statement," or the "Proposed Fourth
Payment Statement," and individually a "Proposed Payment Statement", or collectively
the "Proposed Payment Statement"). In such instance(s), Buyer shall deliver the
applicable Proposed Payment Statement to Seller no later than five (5) Business Days
following completion of Buyer's (or its accountant's) audit and review procedures
confirming the applicable Proposed Payment Statement, but in no event later than one
hundred twenty (120) days following the end of each of the four periods described in
Schedule 2.S(b)(iv). The Proposed Payment Statements shall be prepared in accordance
with GAAP, and shall be prepared by Buyer or its accountant. Buyer shall permit Seller
and its independent accountant, at Seller's sole expense, to review the accounting records
of Buyer and the work papers and computations used by Buyer in the preparation of the
Proposed Payment Statements. If Seller does not give notice of a dispute to Buyer within
thirty (30) days after receiving a Proposed Payment Statement, such Proposed Payment
Statement shall be deemed accepted by Seller and shall become the Final First Payment
Statement, Final Second Payment Statement, Final Third Payment Statement or Final
Fourth Payment Statement, as applicable. If Seller gives notice of a dispute to Buyer
within such above-referenced period, Seller and Buyer shall attempt to negotiate in good
faith to resolve the dispute. If, after thirty (30) days from the date notice of a dispute is
given hereunder, the differences of Buyer and Seller are not resolved, Seller and Buyer
shall promptly submit to the Independent Accountant for review and resolution any and
all matters which remain in dispute (any hearing held by the Independent Accountant to
resolve such dispute shall be held in Los Angeles, California). In resolving any disputed
item, the Independent Accountant shall: (i) limit its review to matters still in dispute
following such thirty (30) day period; and (ii) further limit its review solely to whether
the Proposed Payment Statement has been prepared in accordance with this Agreement.
Seller and Buyer shall use reasonable best efforts to cause the Independent Accountant to
render a decision resolving the matters in dispute within thirty (30) days following the
submission of such matters to the Independent Accountant. Seller and Buyer agree that
judgment may be entered upon the determination of the Independent Accountant in any
court having jurisdiction over the Party against which such determination is to be
enforced. The fees and expenses of the Independent Accountant shall be shared equally
by Seller and Buyer. The Proposed Payment Statements (to the extent not disputed within
the specified period by Seller), any mutually agreed written settlement of any such
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dispute concerning the Proposed Payment Statements and any determination of disputed
items by the Independent Accountant shall be final, conclusive and binding on the Parties
hereto, absent manifest error, whereupon the Proposed Payment Statements, as adjusted
or modified to reflect any modifications or adjustments thereto agreed upon by the Parties
or determined by the Independent Accountant, shall become the Final First Payment
Statement, Final Second Payment Statement, Final Third Payment Statement or Final
Fourth Payment Statement, as applicable. A Proposed Payment Statement shall be
deemed to become the Final Payment Statement, as of (i) the expiration of the respective
thirty (30) day notice period described in subsection (a) hereof, if no notice of dispute is
provided by Seller within such period; (ii) five (5) Business Days after the date of any
mutually agreed upon written settlement of any such dispute, if all disputed items are
settled; (iii) if disputed items are submitted to the Independent Accountant, five (5)
Business Days after the date upon which the Independent Accountant shall render a
decision with respect thereto; or (iv) upon acceptance by Seller of any Proposed Payment
Statement.
(v) If any Deferred Payment is reduced (a "Reduction") pursuant to

the provisions of Sections 2.5(b )(i)-(iii) above as of a Payment Date, but EBITDA for the
Seller Business for the period ending on such Payment Date is greater than $4,000,000,
as determined pursuant to subsection 2.5(b)(iv) above, Buyer shall immediately pay to
Seller, by check, the amount of the Reduction.
2.6. Closing Costs; Transfer Taxes. Seller shall be responsible for any
documentary transfer Taxes and any sales, use or other Taxes imposed by reason of the transfer
of the Acquired Assets to Buyer or the Transactions as provided herein and any deficiency,
interest or penalty asserted with respect thereto. Buyer shall be entitled to deduct and withhold
from the Purchase Price all Taxes and other amounts that Buyer in good faith determines it is
required to deduct and withhold under applicable law. All such withheld amounts shall be
treated as delivered to Seller hereunder.
2. 7. Allocation of Purchase Price. Buyer and Seller hereby agree that, for
Tax purposes, the acquisition of the Acquired Assets by Buyer shall be treated in part as a
purchase of assets by Buyer from Seller for cash and in part as a contribution by Seller to Buyer
in return for an equity interest. Buyer and Seller agree that with respect to the portion of the
acquisition of the Acquired Assets treated as a purchase of the Acquired Assets for cash, the
Purchase Price and the Assumed Liabilities (plus other relevant items) shall be allocated among
the Acquired Assets for all purposes (including Tax and financial accounting) as shown on
Schedule 2.7 (the "Allocation Schedule"). Buyer and Seller shall neither (a) report on their
respective tax returns the acquisition of the Acquired Assets inconsistently with the provisions
of this Section 2. 7 nor (b) otherwise take a position for tax purposes inconsistent with the
provisions of this Section 2.7.
2.8. Subordination.
(a) The parties hereto agree that all of the Buyer's obligations owing to the Seller
under this Agreement (other than the Closing Cash Payment), including, but not limited to, the
Deferred Purchase Price, shall be subordinated and made junior in all respects to the payment in
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full in cash of all principal, interest (including, without limitation, interest accruing after the
filing of a petition initiating any bankruptcy proceeding, whether or not such interest accrues
after the filing of such petition or is an allowed claim in any such proceeding) and other
"Obligations" (as defined in the SunTrust Credit Agreement referred to below) and other
"Obligations" (as defined in the CB Credit Agreement referred to below) under that certain (i)
Revolving Credit and Term Loan Agreement dated as of August 14, 2012 (as the same may be
amended, extended, refunded, refinanced, replaced, supplemented or otherwise modified from
time to time, the "SunTrust Credit Agreement") by and among Relativity Sports Enterprises,
LLC, the Buyer, the lenders from time to time a party thereto (the "SunTrust Lenders"), and
SunTrust Bank, as Administrative Agent (the "SunTrust Agent"), and (ii) Term Loan Agreement
dated as of August 14, 2012 (as the same may be amended, extended, refunded, refinanced,
replaced, supplemented or otherwise modified from time to time, the "CB Credit Agreement"
and together with the SunTrust Credit Agreement, collectively, the "Senior Credit Agreements")
by and among Relativity Sports Enterprises, LLC, the Buyer, the lenders from time to time a part
thereto (the "CB Lenders" and together with the SunTrust Lenders, collectively, the "Senior
Lenders"), and CB Agency Services, LLC, as Administrative Agent (the "CB Agent" and
together with the SunTrust Agent, collectively, the "Senior Agents"). The principal, interest and
other Obligations outstanding from time to time under the Senior Credit Agreements are
hereinafter referred to collectively as the "Senior Indebtedness". Any term used herein and not
defined herein shall have the meaning set forth in the applicable Senior Credit Agreement.
(b) The Seller further covenants and agrees that he shall not at any time acquire any
Lien (as defined in either Senior Credit Agreement) on any Collateral (as defined in either Senior
Credit Agreement), other than pursuant to enforcement actions initiated in accordance with
subsection (1) below. To the extent that the Seller (directly or indirectly) may have or acquire (or
be deemed to have or acquired) any lien or right of any kind against the Buyer and/or any
Collateral, such lien or right shall be subordinate, for all purposes and in all respects, to any
Liens and claims of the Senior Agents and the Senior Lenders in any Collateral, regardless of the
time, manner or order of perfection of any such liens, whether now or hereafter existing, and
such lien or right of the Seller may not be asserted until all Senior Indebtedness shall have been
paid in full in cash.
(c) In the event that the Seller directly or indirectly obtains any liens or rights which
may exist in breach of Section 2.8(b), Seller shall (or shall cause its agent or the Buyer, as the
case may be, to) promptly execute and deliver to each Senior Agent such termination statements
and releases as such Senior Agents shall reasonably request to effect the release of the Liens of
such entity.
(d) Subordination Trigger. If any "Default" or "Event of Default" under and as

defined in either Senior Credit Agreement shall have occurred and be continuing after the date
hereof, no payment shall be made by or on behalf of the Buyer for or on account of any
indebtedness or other obligations under this Agreement, including, but not limited to, the
Deferred Purchase Price, and, so long as the Seller has actual knowledge thereof or has been sent
written notice of such "Default" or "Event of Default" by either Senior Agent in accordance with
the notice provisions hereof, Seller shall not take or receive from the Buyer, directly or indirectly,
through an Affiliate or otherwise, in cash or other property or by set-off or in any other manner,
ATL 19221573v6 11
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including, without limitation, from or by way of collateral, payment of all or any indebtedness or
other obligations under this Agreement. For the avoidance of doubt, any payments permitted to
be made by the Buyer (or on its behalf) and received by Seller prior to the earlier to occur of: (i)
Seller's receipt of the notice of such "Default" or "Event of Default" referred to in the preceding
sentence or (ii) Seller having actual knowledge of such "Default" or "Event of Default" shall
irrevocably belong to Seller, and neither the Senior Lenders nor the Senior Agents shall have any
rights in and/or with respect to any such payments for any reason whatsoever. Notwithstanding
the foregoing, if Buyer fails to make any Deferred Payment or fails to pay any other obligation
that is due and owing to Seller under this Agreement, or that would be due and owing but for the
"Default" or "Event of Default," and fails to cure such failure to make payment within ninety (90)
days after receipt of written notice from Seller, Buyer shall be deemed to be in default of its
obligations to Seller for all purposes of this Agreement unless Buyer is disputing such default in
good faith in accordance with the dispute resolution mechanisms herein.
( e) Payments to be Held in Trust. If any payment, collection proceeds or distribution

of assets of the Buyer of any kind or character, whether in cash, property or securities, shall be
received by the Seller on account of this Agreement that, because of the provisions of Section
2.8(d) immediately above or Section 2.8(f) immediately below, the Seller is not rightfully
entitled to, then such payment or distribution shall be received and held in trust for, and shall be
paid over to, the SunTrust Agent (or, following termination of the SunTrust Credit Agreement,
the CB Agent) for the benefit of the applicable Senior Lenders remaining unpaid or unprovided
for, for application to the payment of, first, the Senior Indebtedness under the SunTrust Credit
Agreement and, second, the Senior Indebtedness under the CB Credit Agreement until all such
Senior Indebtedness shall have been paid in full in cash.
(f) Distributions. Upon any distribution of all or substantially all of the assets of the
Buyer or upon any dissolution, winding up, total or partial liquidation or reorganization of the
Buyer (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for
the benefit of creditors or otherwise):
(i) The Senior Lenders shall first be entitled to receive payment in full in cash
of all obligations owing in respect of the Senior Indebtedness before the Seller is entitled to
receive any payment on account of any amounts owing to the Seller hereunder (other than
payments previously made in accordance with this Section 2.8);
(ii) until the Senior Indebtedness is paid in full in cash, any distribution to
which the Seller would be entitled but for this Section 2.8 shall be made to the SunTrust Agent
(or, following termination of the SunTrust Credit Agreement, the CB Agent) for the benefit of
the Senior Lenders as their interests may appear; and
(iii) upon any payment or distribution of assets of the Buyer referred to in this
Section 2.8, the Seller shall be entitled to rely upon any order or decree entered by any court of
competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding-up or similar case or proceeding is pending, for the purpose
of ascertaining the persons entitled to participate in such payment or distribution to the Senior
Lenders and other indebtedness of the Buyer.
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(g) Reinstatement of Obligations. If, at any time, all or part of any payment made in
connection with any Senior Credit Agreement is rescinded for any reason whatsoever (including,
without limitation, the insolvency, bankruptcy or reorganization of the Buyer), the subordination
provisions set forth herein shall continue to be effective or be reinstated, as the case may be, all
as though such payment had not been made.
(h) Actions with Respect to Senior Indebtedness. The Seller agrees and consents that
without notice to or assent by the Seller, and without affecting the liabilities and obligations of
the Buyer and the rights and benefits of the Senior Agents and the Senior Lenders set forth in this
Section 2.8:
(i) the obligations and liabilities of the Buyer and any other party or parties
for or upon the Senior Indebtedness may, from time to time, be renewed, refinanced, extended,
modified, amended, restated, increased, compromised, supplemented, terminated, waived or
released and any related documents may be amended, restated, modified or supplemented;
(ii) the Senior Agents and the Senior Lenders may exercise or refrain from
exercising any right, remedy or power granted by or available under applicable law in connection
with any agreements relating to any Senior Indebtedness including, without limitation, any rights
with respect to any Collateral; and
(iii) any Collateral, including, without limitation, any balance or balances of

funds with any Senior Agent or any Senior Lender at any time outstanding to the credit of the
Buyer may, from time to time, in whole or in part, be surrendered or released, all as any Senior
Agent or Senior Lender may deem advisable, and all without impairing, abridging, diminishing,
releasing or affecting the subordination of the obligations hereunder to the Senior Indebtedness.
(i) Waiver of Notice of Acceptance. To the extent permitted by applicable law, the
parties hereto hereby waive notice of acceptance hereof by the Senior Agents and the Senior
Lenders. The Seller acknowledges and agrees that the subordination provisions in this Section
2.8 are, and are intended to be, an inducement and a consideration to each Senior Lender,
whether any Senior Indebtedness was created or acquired before or after incurrence of the
obligations hereunder, to acquire and continue to hold, or to continue to hold, any Senior
Indebtedness; and such Senior Lender shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing to hold, any Senior
Indebtedness.
G) Injunctive and Other Relief. The parties hereto hereby expressly agree that the
Senior Lenders and, subject to Section 2.8(1), Seller may enforce any and all rights derived
herein by suit, either in equity or at law, for specific performance of any agreement contained in
this Section 2.8 or for judgment at law and any other relief whatsoever appropriate to such action
or procedure.
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(k) Amendments or Waivers. The Parties hereto hereby expressly agree that none of
the provisions contained in this Section 2.8 may be amended, waived or otherwise modified in
any respect without the prior written consent of Seller or each Senior Agent, as the case may be.
(I) Enforcement by the Seller. Notwithstanding anything to the contrary in this

Agreement, until the earlier of: (i) payment in full of the Senior Indebtedness in cash, or (ii) the
date that is 180 days after the date on which each Senior Agent has received written notice of the
proposed enforcement action of the Seller in accordance with this subsection, Seller agrees not to
take or initiate any action, claim, suit or other proceeding to enforce payment or collection of, or
exercise rights with respect to, the Deferred Purchase Price owing hereunder (other than a claim
initiated or maintained by the Seller solely to prevent the running of any applicable statute of
limitations or other similar restriction on claims, so long as each Senior Agent has prior notice
thereof). All notices pursuant to this subsection (i) shall be delivered to each Senior Agent in
writing by hand or overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows:
SunTrust Bank Agency Services
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
Attention: Mr. Doug Weltz
With a copy to:
SunTrust Bank
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
Attention: Mr. Michael Vegh
CB Agency Services, LLC

888 Seventh Avenue, 40111 Floor
New York, New York 10106
Attention: Chief Operating Officer
Telecopy: 212-603-2801
With a copy to:
Cortland Capital Market Services LLC

225 W. Washington Street, Suite 1450
Chicago, Illinois 60606
Attention: Beata Konopko
Telecopy: 312-376-0751
and
Schulte Roth & Zabel LLP

919 Third Avenue
New York, New York 10022
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Attention: Lawrence Goldberg, Esq.

Telecopy: 212-756-2478
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
To induce Buyer to enter into this Agreement and to consummate the

Transactions, Seller hereby represents and warrants to Buyer that the following representations
and warranties are, as of the date hereof, and will be, as of the Closing Date, true and correct:
3.1. Authority. This Agreement is, and the other Transaction Documents will
be, when executed and delivered by Seller, the valid and binding obligations of Seller,
enforceable against Seller in accordance with their respective terms subject only to bankruptcy,
insolvency, reorganization, moratorium or similar laws at the time in effect affecting the
enforceability or right of creditors generally and by general equitable principles which may
limit the right to obtain equitable remedies.
3.2. Conflicts. Except as set forth on Schedule 3.2, neither the execution,
delivery or performance of this Agreement in accordance with its terms by Seller, nor the
consummation of the Transactions does or will, after the giving of notice, or the lapse of time or
both, or otherwise:
(a) conflict with, result in a breach of, or constitute a default under, (i) any
Law applicable to Seller, or (ii) any Contract to which Seller is a party or by which any of the
Acquired Assets are bound, or which relates to the ownership or operation of the Business or the
Acquired Assets (including, without limitation, the Settlement Document, any former
employment or other contract or agreement);
(b) result in the creation of any Encumbrance (other than any Permitted
Encumbrance) upon any of the Acquired Assets;
(c) terminate, amend or modify, or give any party the right to terminate,
amend, modify, abandon or refuse to perform any Contract to which Seller is a party;
(d) accelerate or modify, or give any party the right to accelerate or modify,
the time within which, or the terms under which, any duties or obligations are to be performed,
or any rights or benefits are to be received, in connection with any Acquired Asset or Assumed
Liabilities;
(e) require the consent, waiver, approval, permit, license, clearance or

authorization of, or any declaration or filing with, any Authority; or
(f) require the consent of any Person.
3 .3. Assets. Seller is the sole owner of all right, title and interest in and to the
assets and properties comprising the Acquired Assets and hereby sells, assigns, licenses or
otherwise lawfully transfers good and marketable title to the Acquired Assets to Buyer, free and
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clear of any Encumbrances (other than Permitted Encumbrances set forth on Schedule 3.3). The
Acquired Assets include all of the assets, properties and rights of every type and description,
real, personal or mixed, tangible or intangible, that are presently used, or have been used, by
Seller in the conduct of the Business, with the exception of the Excluded Assets.
3.4. Assumed Contracts.
(a) Schedule 3.4(a) sets forth a complete and accurate list of all
Contracts related to the Business, including all (i) Existing Representative Contracts, and (ii) all
oral Contracts. As set forth on Schedule 3.4(a), and as prescribed by the governing Authority, all
of Existing Representative Contracts are between the athlete, on the one hand, and a sports agent
of Seller, on the other hand. Seller has delivered to Buyer true and complete copies of all
Contracts and Existing Representative Contracts, together with all amendments, supplements and
exhibits thereto (or in the case of oral Contracts, written summaries of all material terms thereof).
(b) Each of the Assumed Contracts and the Existing Representative

Contracts is in full force and effect and constitutes a valid and binding agreement of Seller and
the other party or parties thereto. Except as set forth on Schedule 3.4(b), no party to any
Assumed Contract or Existing Representative Contract has given notice to Seller or the relevant
agent that it intends to modify, amend or terminate any such Assumed Contract or Existing
Representative Contract. Neither Seller nor the relevant agent nor, to Seller's Knowledge, any
other party to any Assumed Contract or Existing Representative Contract is in violation or
breach of, or default under, any material provision of such Assumed Contract or Existing
Representative Contract (nor, to Seller's Knowledge, is there any condition, which with notice or
lapse of time, or both, would constitute a violation or breach of, or default under, any material
provision of any Assumed Contract or Existing Representative Contract by any party thereto).
(c) Schedule 3.4(c) shows all contracted revenue (on a gross basis)
under the Assumed Contracts and Existing Representative Contracts.
(d) Schedule 3.4(d) sets forth all Existing Marketing Contracts and,
with respect to each such Existing Marketing Contract, all marketing fees streams, contracted
revenue per year, the percentage, commission or other payments payable thereunder to Seller,
any Key Agent or any third party. Except as set forth on Schedule 3.4(d), no Person has any
claim to any contracted revenue nor are any commissions or payments payable to any Person
under any Existing Marketing Contract.
(e) Without limiting the foregoing, Seller hereby represents and

warrants to Buyer that (i) neither Brian Clifton nor any of his affiliates or assigns are entitled or
will become entitled to, or have or will assert a claim or receive any payment for, any fees,
percentage revenue, commissions or other amounts under (A) that certain Collaboration
Agreement, dated April 18, 2010, by and between Dynasty Sports Group, LLC, aka BEST
Basketball, and Pindar Management Group, Inc. (or any renegotiation, extension, settlement or
modification thereof), (B) that certain Agreement between Adidas America, Inc. and John Wall
dated May 17, 2013 (or any renegotiation, extension or modification thereof), (C) that certain
Exclusive Personal Marketing and Public Relations Agreement, dated as of April 2, 2013,
between John Wall and Relativity Sports, LLC, or (D) any other contract (written or oral) with
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respect to any athlete representation contract or player marketing contract in existence or

hereafter entered into (or any renegotiations, extensions or modifications thereof) involving
Seller, his affiliates or John Wall, except in each case for those amounts for the 2012/2013 NBA
Season set forth on Schedule 3.4(e)(i) attached hereto; and (ii) neither Aaron Goodwin nor any of
his affiliates or assigns are entitled or will become entitled to, or have or will assert a claim or
receive any payment for, any fees, percentage revenue, commissions or other amounts (A) which
pursuant to Letter Agreement dated May 14, 2010, between Dwight Howard and BEST
Basketball, LLC (or any renegotiation, extension, settlement or modification thereof) could
reduce any amount owed from Dwight Howard, (B) under the existing shoe agreement between
Adidas International Marketing B.V. and Dwight Howard (and any renegotiation, extension,
settlement or modification thereof), or (C) under any other contract (written or oral) with respect
to any athlete representation contract or player marketing contract in existence or hereafter
entered into (or any renegotiations, extensions or modifications thereof) involving Seller, his
affiliates or Dwight Howard, except in each case for those amounts for the 2012/2013 NBA
Season set forth on Schedule 3.4(e)(ii) attached hereto. The amounts set forth on Schedule
3.4(e)(i) and Schedule 3.4(e)(ii) are referred to herein as the "Excluded Marketing Fees".
Without limitation to any other breach of this Section 3 .4(e), to the extent Buyer is unable, after
using commercially reasonable efforts, to collect any fees from Howard or Wall due to payments
or potential claims asserted against such players by Clifton, Goodwin, or any related or affiliated
party or assignee thereof, the foregoing representation will be deemed to have been breached.
3.5. Litigation; Disputes. Except as set forth on Schedule 3.5,
(a) There is no decree, judgment, order, investigation or litigation at

law or in equity, no arbitration proceeding, and no proceeding before or by any commission,
agency or other Authority, pending or, to the Knowledge of Seller, threatened, to which Seller is
a party or otherwise relating to the Business or Acquired Assets;
(b) Seller is not subject to or bound by any labor agreement or

collective bargaining agreement, there is no labor dispute, grievance, controversy, strike or
request for union representation pending or, to the Knowledge of Seller, threatened against Seller,
and to the Knowledge of Seller, there has been no occurrence of any events which would give
rise to any such labor dispute, controversy, strike or request for representation; and
(c) Seller owns and operates the Business and the Acquired Assets and
carries on, conducts and has conducted the Business in compliance in all material respects with
all federal, foreign, state and local laws, statutes, ordinances, rules and regulations, and all court
or administrative orders or processes applicable to Seller or the Business.
3.6. Employment Matters. Since January 1, 2011, (a) Seller has not
employed any person or engaged the services of any independent contractor in connection with
the Business, and (b) Seller has not established or maintained any Plan covering Seller or any
other Person. No Plan exists that, as a result of the execution of this Agreement, member
approval (if any) of this Agreement, or the Transactions (whether alone or in connection with
any subsequent event(s)), could result in (i) severance pay or any increase in severance pay upon
any termination of employment after the date of this Agreement, (ii) accelerate the time of
payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of
ATL 19221573v6 17
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compensation or benefits under, increase the amount payable or result in any other material
obligation pursuant to, any of the Plans, or (iii) payments which would not be deductible under
Section 280G of the Code. Seller is, and has been, in compliance with all labor and employment
laws and regulations applicable to Seller, including all such laws relating to wages, hours,
collective bargaining, discrimination, civil rights, safety and health, workers' compensation and
the collection and payment of withholding and/or Social Security Taxes and similar Taxes.
3.7. Taxes.
(a) All Tax Returns required to be filed by Seller with respect to the
Business and Acquired Assets have been timely filed, and all such Tax Returns are true, accurate
and complete. All Taxes owed by Seller with respect to the Acquired Assets have been timely
paid.
(b) No deficiency with respect to Taxes with respect to the Business or

Acquired Assets has been proposed, asserted or assessed and no requests for waivers of the time
to assess any such Taxes are pending.
(c) There are no Encumbrances (other than Permitted Encumbrances)

affecting the Acquired Assets.
(d) Seller has timely withheld and paid over to the appropriate Taxing
authority all Taxes required to have been withheld in respect of payments to employees, service
providers, creditors and other third parties.
3.8. Compliance with Laws. Seller is in compliance with, and has been in
compliance with, all Laws applicable to the Business. Notwithstanding the foregoing, Seller and
Seller's sports agents (including the Key Agents) are registered as player representatives in the
States set forth on Schedule 3.8, and have registrations pending in the States set forth on
Schedule 2.8, but have not registered in any other states. None of Seller or Seller's sports agents
(including the Key Agents) has received any notices (written or otherwise) to the effect that the
Business operations require registration in any state in which Seller, and/or or Seller's sports
agents, are not registered, or that the Business operations violate any Law.
3.9. Intellectual Property. All applications and registrations for Intellectual

Property owned by Seller and related to the Business are listed and described on Schedule
3.9(a). Except as set forth on Schedule 3.9(b), Seller has not received any written notice of any
claim, and is not aware of any basis for a claim, which asserts the rights of others with respect
to any Intellectual Property related to the Business, or which asserts or may assert that Seller's
conduct of the Business infringes or violates Intellectual Property rights of others. Seller has in
all material respects performed all of the obligations required to be performed by him, and is
not in default (or with notice or lapse of time, or both, would be in default) under, any
agreement relating to any Intellectual Property material to the Business. Real Property. Seller
is not a party to any real property leases related to the Business, and Seller does not own any
real property related to the Business.
3 .11. Transactions with Affiliates. Except as set forth on Schedule 3 .11, there
are no Contracts or business arrangements with respect to the Business between Seller and any of
ATL 19221573v6 18
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Seller's directors, officers or managers or any of the respective Affiliates of any such directors,
officers, members or managers. None of any such Persons nor any of their respective Affiliates
has any material interest in any material property used by or related to the Business, and Seller
has not transferred any asset, right or property to any such Person.
3 .12. Financial Information.
(a) There are no material transactions, arrangements, obligations or

relationships attributable to Seller or the Business including any joint venture, partnership
agreement or similar Contract relating to any transaction, arrangement or relationship between or
among Seller or any of its Affiliates on the one hand, and any unconsolidated Affiliate (including
any structured finance, special purpose or limited purpose entity, on the other hand).
(b) There are no funds, letters of credit or amounts held in escrow or

trust, nor any amounts posted or deposited with or in favor of any Authority to support Seller's
financial responsibility or bonding requirements under any permit required for, related to, or
used in connection with the Business.
3.13. Accounts Receivable; Accounts Payable; Client Billing.
(a) All of the Accounts Receivable for the 2012/2013 NBA Season
and thereafter (including fees with respect to Existing Representative Contracts and Existing
Marketing Contracts, the "Fees") arose in the ordinary course of the Business, in connection with
bona fide transactions completed in accordance with the terms and provisions of any agreements
or understandings related thereto, and are or will be at the Closing valid and enforceable claims,
subject to no setoff or counterclaim, and fully collectible. Except as set forth in
Schedule 3.13(a), since November 30, 2012, Seller has not accelerated or otherwise changed the
payment terms of any Accounts Receivable (including Fees with respect to Existing
Representative Contracts or Existing Marketing Contracts).
(b) All Accounts Payable arose in bona fide arm's length transactions
in the ordinary course of the Business and no Account Payable is delinquent by more than
thirty (30) days in its payment. Since February 28, 2013, Seller has paid its Accounts Payable in
the ordinary course of its business and in a manner consistent with past practices, and Seller has
not delayed or otherwise changed the payment terms of any Accounts Payable.
(c) Neither Seller nor any agent of Seller has initiated billing, billed or
collected any payments from any clients outside the ordinary course of the Business pursuant to
any Assumed Contracts, Existing Representative Contracts, Existing Marketing Contracts or
otherwise.
(d) Since the start of the 2012-2013 NBA Season and except as set
forth on Schedule 3 .13(d), neither Seller nor any agent of Seller has initiated billing, billed or
collected any payments from any clients pursuant to any Assumed Contracts, including without
limitation, the Existing Representative Contracts and Existing Marketing Contracts.
3 .14. Investment Representation; Opportunity to Conduct Due Diligence;

Securities Act Law Restrictions.
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(a) Seller (i) is an "accredited investor", as that term is defined in

Rule 501(a) of Regulation D, and (ii) has such knowledge and experience in financial and
business matters that it is capable of evaluation the merits and risks of its investments
contemplated by this Agreement and the Transaction Documents.
(b) Seller confirms that Seller has been given the opportunity to ask
questions of Buyer and to acquire and review such additional information about the structure,
business and financial condition of Buyer, Relativity Media, LLC, RHL and their respective
Affiliates.
(c) Seller agrees that the Equity being acquired pursuant to the Equity
Grant Agreement may not be sold, transferred, offered for sale, pledged, hypothecated or
otherwise disposed of without registration under the Securities Act, except pursuant to an
exemption from such registration available under the Securities Act, and without compliance
with state securities laws, in each case, to the extent applicable, and further subject to the
Amended and Restated Limited Liability Company Agreement of Buyer. The Equity being
acquired by Seller pursuant to the Equity Grant Agreement is being acquired for investment
purposes only and not with a view to any public distribution thereof.
3.15. Business; Subsidiaries. Seller does not and will not, directly or
indirectly, (i) own, of record or beneficially, any outstanding equity securities or other interests
in any Person, (ii) control any other Person. Notwithstanding the foregoing, Seller may hold
personal investments in (a) not more than 5% of the outstanding capital stock of any Person
subject to the periodic and other reporting requirements of Section 13 or Section lS(d) of the
Exchange Act, (b) Pacific Marketing Ltd., and (c) subject to the prior approval of Buyer, any
new business ventures of Dwight Howard, provided that Buyer will not unreasonably withhold
its consent to any such business venture if (x) Seller notifies Buyer of the opportunity at least
twenty (20) days prior to Seller investing in such business venture, (y) the business venture is not
a fee-based marketing or endorsement opportunity, and (z) the investment constitutes a passive
investment which does not materially interfere with Seller's duties to Buyer or to any Buyer
client, as reasonably determined by Buyer (collectively, the "Permitted Investments"). Except as
permitted with respect to the Permitted Investments, Seller is not engaged in any line of business
other than the Business.
3.16. Solvency. The Seller is not insolvent and will not be rendered insolvent
as a result of the consummation of any of the transactions contemplated by this Agreement.
3.17. Debt. Except as set forth on Schedule 3 .17, Seller does not have any
outstanding indebtedness for borrowed money related to the Business, whether or not
contingent, or indebtedness issued or incurred in substitution or exchange for indebtedness for
borrowed money related to the Business.
3.18. Material Misstatements or Omissions. No representation or warranty

made by Seller in this Agreement or any Transaction Document (including, without limitation,
the Disclosure Schedule), or in connection with the Transaction, contains, or will contain, any
untrue statement of a material fact, or omits or will omit to state any material fact necessary to
make the statements or facts contained therein not misleading. Seller has disclosed all events,
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conditions and facts Known to Seller materially affecting the Acquired Assets, the Business,
condition (financial or otherwise), properties, liabilities, reserves, working capital, earnings,
technology, prospects or relations with customers, suppliers, distributors or employees of
Seller, or the right or ability of the Seller to consummate the Transaction.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller, as of the date of this Agreement,
as follows:
4.1. Organization. Buyer is duly organized, validly existing and in good

standing under the laws of the State of Delaware, with full power and authority to execute,
deliver, and perform this Agreement. Buyer's execution and delivery of this Agreement and the
performance by it of its obligations hereunder have been duly authorized by all necessary
corporate action.
4.2. Authority. Buyer has all requisite power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate the
Transactions. The execution and delivery of this Agreement and the consummation of the
Transactions have been duly authorized. This Agreement has been duly executed and delivered
by Buyer, and this Agreement constitutes a legal, valid and binding obligation of Buyer,
enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies
generally, and subject, as to enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is
sought in a proceeding at law or in equity). Buyer has given its irrevocable consent to the entry
into this Agreement.
4.3. Conflicts. The execution and delivery by Buyer of this Agreement and
the consummation of the Transactions will not conflict with, or result in any violation of or
default (with or without notice, consent or lapse of time) under, or give right to a right of
termination, cancellation or acceleration under any provision of (a) the Organizational
Documents of Buyer or any Affiliate of Buyer, or (b) any contract or agreement to which Buyer
or any Affiliate of Buyer is a party, other than such conflicts, violations, defaults, terminations,
cancellations or accelerations that would not have a material adverse effect on Seller.
ARTICLEV
COVENANTS
5.1. Conduct of the Business Pending Closing. Prior to the earlier of the
Closing or termination of this Agreement:
(a) Ordinary Course of Business. Seller shall use his best efforts to
preserve the business organization of the Business intact, to keep available to the Business the
services of all current employees (including the Key Agents) and to preserve for Buyer the
goodwill of the Business and any third party payors, clients, suppliers, employees and others
having business relations with the Business.
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(b) Operation of Business. Except as otherwise permitted by this

Agreement or consented to in writing by Buyer, Seller shall continue the operation of the
Business in the ordinary course consistent with past practices, and maintain the assets, properties
and rights of the Business (including, without limitation, the Acquired Assets) in at least as good
order and condition as they exist on the date hereof, subject to ordinary wear and tear.
(c) Material Contracts. Seller shall not enter into any Contract,
purchase order or other commitment directly or indirectly affecting the Acquired Assets or the
Business, except player representation Contracts entered into the ordinary course of the Business
(all of which shall become Assumed Contracts at Closing for purposes of this Agreement), and
that, except with respect to any such player representation Contracts, do not call for aggregate
payments by, or have an estimated cost of performance to Seller in excess of Ten Thousand
Dollars ($10,000) under any single Contract or series of related Contracts, or in the aggregate in
excess of Twenty Five Thousand Dollars ($25,000), without the prior written consent of Buyer in
each instance.
(d) Material Adverse Change. Seller shall give Buyer prompt written
notice (but no later than three (3) days after the occurrence) to Buyer of (i) any material adverse
change in the business, operations, assets, liabilities, financial condition, results of operation or
affairs of the Business or Seller, including without limitation, any commenced, threatened or
settled litigation relating to or affecting the Business, and (ii) any change that would render any
representation or warranty made by Seller hereunder untrue or incomplete in any respect as of
the date of such change.
(e) Compliance with Representations and Warranties. Without

limiting the foregoing, except as otherwise expressly provided in this Agreement, Seller shall not
take any action or permit to occur any event, directly or indirectly, within the control of Seller
that would cause any representation or warranty of Seller contained herein to be inaccurate or
untrue on or before the Closing Date.
5.2. Investigation by Buyer. Between the date of this Agreement and the
Closing Date, Buyer intends to conduct a review of the business and financial condition of Seller
and of the Purchased Assets and Assumed Liabilities. In connection with such review by Buyer,
Seller shall allow Buyer and its Representatives, during normal business hours, to make such
inspection of the Purchased Assets and Assumed Liabilities, and to inspect and make copies of
Contracts, books and records and other information requested by Buyer and related to the
operation of the Business or the Existing Representative Contracts, including without limitation,
historical financial information concerning the Business, Acquired Assets and Assumed
Liabilities. Seller shall furnish to Buyer promptly upon request (a) all such additional documents
and information with respect to the affairs of Seller, and (b) such access to the Key Agents and
personnel of Seller and to Seller's Accountant and Representatives as Buyer or its
Representatives may from time to time request. Seller shall instruct such Persons to cooperate
with Buyer and to provide Buyer such information as Buyer and its Representatives may request.
5 .3. Consents. As soon as practicable, Seller will commence all reasonable

action to obtain all applicable Permits, consents, approvals and agreements of, and to give all
notices and make all filings with, any third parties or Authorities as may be necessary to
ATL 19221573v6 22
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authorize, approve or permit the consummation of the Transactions on or prior to the Closing
Date.
5.4. Publicity. Neither Party shall make, or cause to be made, any press
release or public announcement in respect of this Agreement or the transactions contemplated
hereby or otherwise communicate with any news media without the prior written consent of the
other Party, which consent shall not be unreasonably withheld or delayed, and the Parties shall
cooperate as to the timing and contents of any such press release or public announcement;
provided, however, that a Party may, without the prior consent of the other Party, make such
press release or public announcement as may be required by Law or the rules of any stock
exchange, provided the disclosing Party will use commercially reasonable efforts to consult
with the other Party in advance.
5.5. Confidentiality. Except in connection with any dispute between the

Parties, disclosures to Buyer's lender for purposes of financing the Transactions, disclosures to a
Party's Representatives on a need-to-know basis, and subject to any obligation to comply with
(a) any applicable Law; (b) any rule or regulation of any Authority; or (c) any subpoena or other
legal process to make information available to the Persons entitled thereto; whether or not the
Transactions shall be concluded, all information obtained by any Party about the other, all
negotiations between the Parties hereto and all of the terms and conditions of this Agreement, the
other Transaction Documents and the Settlement Document, shall be kept in strict confidence by
each Party, and each Party shall cause its equity holders, directors, officers, managers,
employees, agents and Representatives to hold such information confidential. Such
confidentiality shall be maintained to with the same degree of care as such Party maintains its
own confidential information (but in no event less than a reasonable standard of care) and shall
be maintained until such time, if any, as such data or information either is, or becomes, published
or a matter of public knowledge or, except as contemplated by Section 8.3. In the event a Party
becomes legally compelled to disclose any such information, it shall promptly provide the other
with written notice of such requirement so that the other Party to this Agreement may seek a
protective order or other remedy.
5.6. Expenses. Except as otherwise specifically provided in this Agreement or

the Transaction Documents, each Party shall pay all transaction costs and expenses (including,
without limitation, all legal, accounting and other professional fees and expenses) incurred by it
in connection with the negotiation, execution and performance of this Agreement and the
Transaction Documents and the consummation of the Transactions.
5. 7. Seller Cooperation regarding Employment Offers. Seller shall fully

cooperate with Buyer with respect to Relativity Basketball's offer of employment to the Key
Agents and such other employees of, or Persons associated with, Seller as Buyer may specify
(including, without limitation, making available to Buyer all of Seller's books and records and
any other information regarding the Business reasonably requested by Buyer), and Seller shall
use reasonable best efforts to encourage each such Key Agent and other employee of, or other
Person associated with, Seller to whom Buyer or Relativity Basketball makes an offer of
employment to accept such offer (each such employee who accepts Buyer's or Relativity
Basketball's offer and commences work with Buyer on the Closing Date, a "Transferred
Employee").
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5.8. Commissions. Buyer agrees to pay each commission which becomes due
in accordance with Schedule l .2(a)(ii); provided, however, that Buyer has received in
accordance with this Agreement and the New Employment Agreements, the Fees under the
Existing Representative Contracts pursuant to which such underlying commission is to be paid,
including without limitation, for the 2012/2013 NBA season.
5.9. Insurance Cooperation. Following the Closing, to the extent that (a) any
insurance policies owned or controlled by Seller (collectively, "Seller Insurance Policies") cover
any loss, liability, claim, damage or expense relating to the Acquired Assets or the Assumed
Liabilities (the "Insured Liabilities") resulting from, arising out of, based upon or relating to,
occurrences prior to the Closing; and (b) the Seller Insurance Policies permit claims to be made
thereunder with respect to the Insured Liabilities resulting from, arising out of, based on or
relating to, occurrences prior to the Closing (the "Insured Claims"), Seller shall cooperate with
Buyer in submitting the Insured Claims (or pursuing Insured Claims previously made) on behalf
of Buyer under any Seller Insurance Policy and shall turn over to Buyer any proceeds therefrom.
5.10. No Mergers, Consolidations, Sale of Interests or Assets, Etc. Seller shall

not, directly or indirectly, solicit or encourage any inquiries or proposals or enter into or continue
any discussions, negotiations or agreements relating to the sale or exchange of any direct or
indirect disposition of a significant amount of the Purchased Assets or the business of Seller to,
any Person other than Buyer or its Designated Affiliate, or provide any assistance or information
to, or otherwise cooperate with, any Person in connection with any such inquiry, proposal or
transaction. In the event that Seller or any of his Affiliates or Representatives receives an
unsolicited offer for such a transaction or obtains information that such an offer is likely to be
made, Seller shall (a) immediately inform the Person making such proposal or inquiry of the
existence of Seller's agreements herein and will decline to cooperate with any such proposal or
inquiry; and (b) provide Buyer with written notice thereof as soon as practical after receipt,
including the identity of the prospective purchaser or soliciting party and the terms of any such
offer. Seller will instruct its Representatives and Affiliates to refrain from engaging in any of the
activities or discussions described above.
5.11. Termination of Rights to Seller Intellectual Property. After the Closing,

Seller shall not have any rights in or to the Seller Intellectual Property. Within thirty (30) days
following the Closing Date, Seller shall discontinue use of all Seller Intellectual Property,
including, but not limited to, all service marks, trademarks, and trade names used by Seller prior
to the Closing Date.
5.12. Risk of Loss. Until the purchase of the Acquired Assets has been
consummated on the Closing Date, all risk of loss of, or damage to, or destruction of, the Acquired
Assets (whether by fire, flood, tornado, hurricane or other casualty, or by the exercise of the power
of eminent domain or otherwise) shall belong to and be borne by Seller.
5.13. Marketing Contracts. Seller shall use his best efforts to (a) cause Dwight
Howard, Ricky Rubio and John Wall to enter into Player-Agent marketing contracts no later than
thirty (30) days following the Closing Date with Seller and Happy Walters, as co-agents, and (b)
assign such Player-Agent marketing contracts to Buyer, in each case in form and substance
acceptable to Buyer and on or before thirty (30) days following the Closing Date.
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5.14. Players Association Letters of Direction. Seller shall cause each of his
existing clients and use his best efforts to cause the Key Agents (other than Varejeo) to cause
each of their existing clients, as of the Closing Date, to send letters to the NBA Players
Association directing that all agent fees payable under the applicable SP A Cs be paid directly to
Buyer, in each case on or before sixty (60) days following the Closing Date. Seller shall use his
best effort to cause V arejeo to cause each of his existing clients to send letters to the NBA
Players Association directing that all agent fees payable nnder the applicable SP A Cs be paid
directly to Buyer promptly following execution ofVarejeo's New Employment Agreement.
5.15. Remittance of Pees. To the extent Seller or any other Person has collected
or received, or hereafter collects or receives, any amounts otherwise due to Buyer hereunder
(including, without limitation, the Fees), Seller shall, and shall cause such other Persons, to hold
such amounts in trust for the benefit of Buyer and remit to Buyer all such amounts.
ARTICLE VI
CONDITIONS TO CLOSING
6.1. Buyer's Conditions to Closing. The obligations of Buyer to purchase the

Acquired Assets and consummate the Transactions are subject to the prior satisfaction, on or
before the Closing Date, of each and all of the following conditions, in each case except to the
extent waived in writing by Buyer in its sole discretion:
(a) All of the representations and warranties of Seller contained in this

Agreement (without giving effect to any materiality or similar qualifiers) shall be true and
correct in all respects as of the Closing Date (except if any representation or warranty speaks as
of a specific date, in which case it shall be true only as of such date);
(b) Seller shall have performed and complied in all material respects
with all of his obligations under this Agreement to be performed or complied with by Seller prior
to or as of the Closing Date;
(c) Seller shall have delivered a certificate signed by Seller (the

"Seller's Certificate"), dated as of the Closing Date, certifying that the conditions specified in (a)
and (b) above have been satisfied and to such other matters as Buyer may reasonably request, in
form and substance satisfactory to Buyer;
(d) No Authority shall have enacted, issued, promulgated or entered

any order which is in effect and which has the effect of making illegal or otherwise prohibiting
the consummation of any of the Transactions;
(e) All consents, approvals and waivers of third Persons that shall be
(i) required to consunnnate the Transactions; or (ii) reasonably necessary to permit Buyer to
operate the Business, shall have been obtained in form and substance satisfactory to Buyer;
(f) The Settlement Document shall have been duly executed and
delivered, to Buyer's satisfaction, and such Settlement Document shall be in full force and effect,
and Buyer shall have reconciled, to its reasonable satisfaction, all accounts receivable described
owing under the Settlement Document, all amounts collected by Seller to date;
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(g) Seller and each other Key Agent (other than Varejeo) shall have
entered into their respective New Employment Agreement, and such New Employment
Agreements shall be in full force and effect;
(h) Seller shall have executed and delivered the Assignment and
Assumption Agreement, and such Assignment and Assumption Agreement shall be in full force
and effect;
(i) Seller shall have executed and delivered the Bill of Sale, and such
Bill of Sale shall be in full force and effect;
G) The Existing Representative Contracts, the Existing Marketing

Contracts and all Seller Intellectual Property shall have been assigned to Buyer pmsuant to
Section 2.4(b)(v);
(k) Seller shall have delivered to Buyer true and complete copies of
the Contracts described on Schedule 6.l(k) including, without limitation, Davis, Nadel, Tesch,
Mcray, and Redding;
(1) Seller shall have executed and delivered the FIRPTA Certificate;
(m) Seller shall have executed and delivered the Equity Grant
Agreement;
(n) Seller shall have executed and delivered the Amended and
Restated Limited Liability Company Agreement of Buyer; and
(o) Seller shall have delivered such other documents and instruments
as shall be requested by Buyer or as may be necessary or appropriate to vest in Buyer good and
marketable title in and to the Acquired Assets or to otherwise carry out the Transactions.
6.2. Seller's Conditions to Closing. The obligations of Seller to sell the

Acquired Assets to Buyer and to consmnmate the Transactions are subject to the prior
satisfaction, on or before the Closing Date, of each of the following conditions in all material
respects, in each case except to the extent waived in writing by Seller:
(a) All of the representations and warranties of Buyer contained in this

Agreement shall be true and correct in all material respects as of the Closing Date (except if any
representation or warranty speaks as of a specific date, in which case it shall be true only as of
such date);
(b) Buyer shall have performed and complied in all material respects
with all of its obligations under this Agreement to be performed or complied with by Buyer prior
to or as of the Closing Date;
(c) Buyer shall have delivered a certificate signed by an executive

officer of Buyer (the "Buyer Officer's Certificate") dated as of the Closing Date certifying that
the conditions specified in (a) and (b) above have been satisfied;
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(d) No Authority shall have enacted, issued, promulgated or entered

any order which is in effect and which has the effect of making illegal or otherwise prohibiting
the consummation of any of the Transactions;
(e) Buyer shall have executed and delivered the New Employment
Agreements, and such New Employment Agreements shall be in full force and effect;
(f) Buyer shall have executed and delivered the Equity Grant
Agreement; and
(g) Buyer shall have executed and delivered the Assignment and
Assumption Agreement, and such Assignment and Assumption Agreement shall be in full force
and effect.
ARTICLE VII
INDEMNIFICATION
7.1. Survival and Timing of Claims for Indenmification. The representations,

and warranties contained in this Agreement shall survive the Closing for a period of two (2)
years therefrom, after which date no claim for indenmification not theretofore asserted may be
brought in respect of any breach of any thereof; provided, however, that (a) the representations,
and warranties contained in the Fundamental Representations shall survive the Closing until
thirty (30) days after the expiration of the applicable statute of limitations, including, without
limitation, the statute of limitations for assessment of Taxes (including any valid extensions
thereof) after which date no claim for indemnification not theretofore asserted may be brought
in respect of any breach of any such representation or warranty, (b) the representation and
warranty set forth in Section 3.4(e) shall survive the Closing for a period of four (4) years, and
(c) the representations and warranties set forth in Section 3.3 shall survive indefinitely.
7.2. Indenmification by Seller. Subject to the other terms and conditions of

this Article VII, Seller shall indemnify and defend each of Buyer and its Affiliates and their
respective officers, directors, stockholders, members, employees and successors and assigns
(collectively, the "Buyer Indernnitees") against, and shall hold each of them harmless from and
against, and shall pay and reimburse each of them for any and all Losses incurred or sustained
by, or imposed upon, the Buyer Indenmitees resulting from, in connection with or arising out of:
(a) Any inaccuracy or breach of any of the representations or

warranties of Seller contained in this Agreement or the Transaction Documents, as of the date
hereof (without taking into account any materiality or similar qualifiers and except for such
representations and warranties that expressly relate to a specific date, the inaccuracy in or breach
of which will be determined with reference to such specific date);
(b) Any breach or non-fulfillment of any covenant, agreement or

obligation to be performed by Seller pursuant to this Agreement;
(c) Any Retained Liability; or
ATL 19221573v6 27
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(d) Any Liability resulting from or arising out of the operation of the
Business, or the ownership of the Acquired Assets, on or prior to the date hereof.
7.3. Indenmification by Buyer. Subject to the other terms and conditions of

this Article VII, as of the Closing Date, Buyer shall indemnify and defend Seller and its officers,
directors, members, employees, and successors and permitted assigns (collectively, the "Seller
Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and
reimburse each of them for any and all Losses incurred or sustained by, or imposed upon, the
Seller Indemnitees to the extent resulting from:
(a) Any inaccuracy in or breach of any of the representations or

warranties of Buyer contained in this Agreement or the Transaction Documents as of Closing
( except for such representations and warranties that expressly relate to a specific date, the
inaccuracy in or breach of which will be determined with reference to such specific date);
(b) Any breach or non-fulfillment of any covenant, agreement or

obligation to be performed by Buyer pursuant to this Agreement or the Transaction Documents;
or
(c) Any Assumed Liability, to the extent arising or accruing after the
Closing Date.
7.4. Certain Limitations. The indemnification provided for in Section 7.2 and
Section 7.3 shall be subject to the following limitations:
(a) Seller shall not be liable to the Buyer lndenmitees provided for in
Section 7.2(a) (other than with respect to a claim for indenmification arising out of any
inaccuracy in or breach of any representation or warranty contained in Section 3 .4( e) or the
Fundamental Representations (the "Buyer Basket Exclusions")), until the aggregate amount of
all Losses in respect of indenmification under Section 7.2(a) (other than those arising out of the
Buyer Basket Exclusions) exceeds $175,000, in which event Seller shall be required to pay or be
liable for all such Losses.
(b) Buyer shall not be liable to the Seller lndemnitees for

indemnification under Section 7.3(a) (other than with respect to a claim for indemnification
arising out of any inaccuracy in or breach of any representation or warranty contained in the
Fundamental Representations (the "Seller Basket Exclusions")), until the aggregate amount of all
Losses in respect of indenmification under Section 7.3(a) (other than those arising out of the
Seller Basket Exclusions) exceeds $175,000, in which event Buyer shall be required to pay or be
liable for all such Losses in excess of such amount.
(c) Notwithstanding anything in this Agreement, any amounts payable

pursuant to the indemnification obligations under this Article VII shall be paid without
duplication and in no event shall any Party be indemnified under different provisions of this
Agreement for the same Losses. Notwithstanding anything in this Agreement, amounts payable
pursuant to the indenmification obligations under this Article VII by Seller shall not exceed the
Purchase Price actually paid to Seller; provided, however, that (i) Losses arising out of, resulting
from or in connection with a breach of Article VIII, (ii) Losses arising out of, resulting from or in
ATL 19221573v6 28
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connection with a breach of any representation contained in the Fundamental Representations or

any willful breach or fraud, and (iii) Losses arising out of the Retained Liabilities shall not be
subject to any limitation hereunder.
(d) For purposes of this Article VII, any inaccuracy in or breach of any
representation or warranty shall be determined without regard to any materiality or other similar
qualification contained in or otherwise applicable to such representation or warranty.
(e) Notwithstanding anything to the contrary herein, (i) Seller's

liability under Section 7.2 for any breach of the representation and warranty set forth in Section
3 .4(e) shall be capped at the amount of any Deferred Payments which have not been made as of
the time such representation and warranty is breached, and (ii) any Losses for any breach of such
representation and warranty in Section 3.4(e) shall only be recouped by Buyer from any Deferred
Payments then outstanding; provided that Buyer may not recoup such Losses from any Deferred
Payment that was not timely paid to Seller unless such Deferred Payment was withheld by Buyer
as a result of having been notified of a threatened or filed claim relating to Section 3 .4(e) prior to
such Deferred Payment being due, and (iii) Buyer may set-off against any such Deferred
Payments then outstanding the amount, or expected amount, of such Losses, with such amount to
be applied to the next Deferred Payment then owing, and thereafter, until recouped or provided
for in full.
7.5. Indemnification Procedures. The party making a claim under this

Article VII is referred to as the "Indemnified Party" and the party against whom such claims are
asserted under this Article VII is referred to as the "Indemnifying Party".
(a) Third Party Claims. If any Indemnified Party receives notice of

the assertion or commencement of any action made or brought by any Person who is not a party
to this Agreement or an Affiliate of a party to this Agreement (a "Third Party Claim"), against
such Indemnified Party with respect to which the Indemnifying Party is obligated to provide
indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party
reasonably prompt written notice thereof, but in any event not later than thirty (30) days after
receipt of such notice of such Third Party Claim. The failure to give such prompt written notice
shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and
only to the extent that the Indemnifying Party actually forfeits rights or defenses by reason of
such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in
reasonable detail. The Indemnifying Party shall have the right to participate in, or by giving
written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the
Indemnifying Party's expense and by the Indemnifying Party's own counsel, who shall be
reasonably acceptable to the Indemnified Party, and the Indemnified Party shall cooperate in
good faith in such defense; provided, however, that if the Indemnifying Party is Seller, Seller
shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is
asserted directly by or on behalf of a Person that is a client, supplier or customer (including any
sports league or players' association) of the Business, (y) amounts to a breach of Section 3.4(e)
(to the extent that such claim or claims relating to Section 3.4(e) could, if adversely determined,
result in Losses, in the aggregate, in excess of $2,000,000) or (z) seeks an injunction or other
equitable relief against Buyer or its Affiliates, if so elected by Buyer. In the event that the
Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 7.5(b), it
ATL 19221573v6 29
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shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or
make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the
Indemnified Party. The Indemnified Party shall have the right to participate in the defense of
any Third Party Claim, at its expense, with counsel selected by it subject to the Indemnifying
Party's right to control the defense thereof. The fees and disbursements of all other counsel shall
be at the expense of the Indemnifying Party. If the Buyer Indemnified Party elects to assume the
defense as provided above, or the Indemnifying Party elects not to compromise or defend such
Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to
defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third
Party Claim, the Indemnified Party may, subject to Section 7.5(b), pay, compromise, or defend
such Third Party Claim and seek indemnification for any and all Losses arising out of or relating
to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable
respects in connection with the defense of any Third Party Claim, including making available
records relating to such Third Party Claim and furnishing, without expense (other than
reimbursement of actual out-of-pocket expenses) to the defending party, management employee
of the non-defending party as may be reasonably necessary for the preparation of the defense of
such Third Party Claim. For the avoidance of doubt, all legal fees and expenses in connection
with any claim or claims relating to Section 3.4(e) shall be subject to the cap set forth in Section
7.4(e) and paid for out of the Deferred Payments.
(b) Settlement of Third Party Claims. Notwithstanding any other

provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third
Party Claim without the prior written consent of the Indemnified Party, not to be umeasonably
withheld, delayed or conditioned.
(c) Direct Claims. Any action by an Indemnified Party on account of

a Loss which does not result from a Third Party Claim (a "Direct Claim") shall be asserted by the
Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in
any event not later than sixty (60) days after the Indemnified Party obtains actual knowledge of
such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the
Indemnifying Party of its indemnification obligations, except and only to the extent that the
Indemnifying Party actually forfeits rights or defenses by reason of such failure. Such notice by
the Indemnified Party shall describe the Direct Claim in reasonable detail. The Indemnifying
Party shall have thirty (30) days after its receipt of such notice to respond in writing to such
Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional
advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and
whether and to what extent any amount is payable in respect of the Direct Claim and the
Indemnified Party shall assist the Indemnifying Party's investigation by giving such information
and assistance (including access to the Indemnified Party's premises and personnel and the right
to examine and copy any accounts, documents or records relevant to such Direct Claim) as the
Indemnifying Party or any of its professional advisors may reasonably request. If the
Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying
Party shall be deemed to have accepted such claim. If the Indemnifying Party rejects such claim
within the 30 day period, the Indemnified Party shall be free to pursue such remedies as may be
available to the Indemnified Party on the terms and subject to the provisions of this Agreement.
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7 .6. Payments. Once a Loss is agreed to by the Indemnifying Party or finally

adjudicated to be payable pursuant to this Article VII, the Indemnifying Party shall satisfy its
obligations within five (5) Business Days of such final, non-appealable adjudication by wire
transfer of immediately available funds to an account designated in writing by the Indemnified
Party. The Parties hereto agree that should an Indemnifying Party not make full payment of any
such obligation within such five (5) Business Day period, any amount payable shall accrue
interest from and including the date of agreement of the Indemnifying Party or final, non-
appealable adjudication to and including the date such payment has been made at a rate per
annum equal to twelve percent (12%). Such interest shall be calculated daily on the basis of a
365 day year and the actual number of days elapsed, without compounding.
7.7. Tax Treatment of Indemnification Payments. All indemnification

payments made under this Agreement shall be treated by the Parties as an adjustment to the
Purchase Price for Tax purposes, unless otherwise required by law.
ARTICLE VIII
RESTRICTIVE COVENANTS
8.1. Noncompetition. Seller acknowledges and agrees that the Business is

conducted throughout the world (the "Territory") and that Seller's reputation and goodwill are
an integral part of the success of the Business throughout the Territory. If Seller deprives
Buyer of any of Seller's goodwill or in any manner utilizes his reputation and goodwill in
competition with Buyer, Buyer will be deprived of the benefits it has bargained for pursuant to
this Agreement. Accordingly, as an inducement for Buyer to enter into this Agreement, Seller
agrees that for a period of five (5) years after March 15, 2013 (the "Non-competition Period"),
and except as expressly provided in Section 3.15, Seller shall not, without Buyer's prior written
consent, directly or indirectly, own, manage, operate, join, control or participate in the
ownership, management, operation or control of, or be connected as a director, officer,
employee, partner, consultant or otherwise with, any profit or non-profit business or
organization in the Territory, that engages in the sports marketing, representation, recruiting
and/or management business, or otherwise, directly or indirectly, competes with, or is about to
compete with, the Business as its exists as of the Closing Date and as contemplated to be
developed as of the Closing Date (including, without limitation, engaging in marketing services
for any client represented by agents employed by Buyer). In addition, during the Non-
competition Period, Seller shall not have any equity interest in any such firm or business, other
than Relativity Media, Inc. or the Permitted Investments.
8.2. Non-solicitation. During the Non-competition Period, Seller shall not

(a) solicit, raid, entice, induce or contact, or attempt to solicit, raid, entice, induce or contact, any
Person that is a customer, client or distributor of Seller or the Business prior to March 15, 2013
to become a customer, client or distributor of any other Person for sports marketing,
representation, recruiting and/or management services the same as, or competitive with, the
Business as its exists as of the Closing Date and as contemplated to be developed as of the
Closing Date (including, without limitation, engaging in marketing services for any client
represented by agents employed by Buyer), or approach any such Person for such purpose or
authorize the taking of such actions by any other Person or assist or participate with any such
Person in taking such action, or (b) solicit, raid, entice, induce or contact, or attempt to solicit,
ATL 19221573v6 31
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raid, entice, induce or contact, any Person that currently is or at any time during such Non-
competition Period shall be (or, in the case of termination is at the time of termination) an
employee, agent or consultant of Buyer to do anything from which Seller is restricted by reason
of this Article VIII, and Seller shall not approach any such employee, agent or consultant for
such purpose or authorize or participate with the taking of such actions by any other Person or
assist or participate with any such Person in taking such action. The term "client" shall include
with respect to Seller: (1) clients of Seller or the Key Agents existing as of the Closing; and
(2) those persons who have committed to the Business and/or services of Seller or that have been
identified by Seller as potential clients of the Business, but for whom Seller has not commenced
providing such services. In addition, from and after the Closing through January 14, 2014,
neither Party shall, and each Party shall cause each of his or its respective Affiliates and
employees not to, solicit the representation of any client of Largardere or its Affiliates set forth
on Schedule 8.2 hereto.
8.3. Non-disclosure. Seller acknowledges that the Confidential Information

(as defined below) is valuable and proprietary to the Business and Acquired Assets being
acquired by Buyer pursuant to this Agreement and agrees not to, directly or indirectly, use,
publish, disseminate, describe or otherwise disclose such Confidential Information without the
prior written consent of Buyer in each instance. For purposes of this Agreement, "Confidential
Information" shall mean with respect to Seller all confidential information of Seller existing on
or prior to the Closing Date with respect to the Business or the Assumed Contracts that is not
otherwise publicly disclosed or generally available (other than as a result of a disclosure by
Seller), including information entrusted to Seller by other Persons. Without limiting the
generality of the foregoing, Confidential Information shall include: (a) client lists, lists of
potential clients and details of agreements with clients; (b) acquisition, expansion, marketing,
financial and other business information and plans with respect to the Business; (c) research and
development activities of Seller; (d) computer programs and computer software related to the
operation of the Business; (e) purchasing, operating and other cost data related to the Business;
(f) special client needs; and (g) employee information. Confidential Information also includes,
without limitation, information recorded in manuals, memoranda, projections, minutes, plans,
drawings, designs, formula books, specifications, computer programs and records of Seller
related to the Business, whether or not legended or otherwise identified as Confidential
Information, as well as information that is the subject of meetings and discussions and not so
recorded.
8.4. Certain Statements. During the Non-competition Period, Seller shall not
make any statement or other communication that impugns or attacks the reputation or character
of Buyer or its Affiliates or their Representatives, or damages the goodwill of Buyer or its
Affiliates or their Representatives, or take any action that would interfere with any contractual
or client relationships of Buyer or its Affiliates or their Representatives, including, without
limitation, any action that would result in a diminution of business.
8.5. Early Termination. The obligations of Seller set forth in Sections 8.1 and
8.2 shall terminate following receipt of written notice from Seller exercising his right to such
termination ("Exercise Notice") if Buyer or its Designated Affiliate fails to malce any Deferred
Payment due and owing pursuant to Section 2.5, and fails to cure any such failure to make
payment within ninety (90) days after receipt of written notice from Seller of such failure to
ATL 19221573v6 32
#:1956
make payment. Notwithstanding the foregoing, such termination of the obligations of Seller
under Sections 8.1 and 8.2 shall not be deemed to terminate any obligations of Seller under his
Seller Employment Agreement. However, upon delivery of an Exercise Notice electing to
terminate the obligations of Seller under Sections 8.1 and 8.2, Seller's right to be an observer
on Buyer's Board of Managers (as more fully described in Section 4(f) of the Employment
Agreement) shall automatically terminate.
8.6. Aclmowledgments. Seller hereby acknowledges and agrees that a breach

of the covenants contained in this Article VIII will cause irreparable damage to Buyer, the exact
amount of which will be difficult to ascertain, and that the remedies at law for any such breach
will be inadequate. Accordingly, Seller hereby acknowledges and agrees that if Seller breaches
a covenant contained in this Article VIII, in addition to any other remedy that may be available
at law or in equity, Buyer shall be entitled to specific performance and injunctive relief, without
posting bond or other security. In the event the covenants in this Article VIII shall be
determined by any court of competent jurisdiction to be unenforceable by reason of their
extending for too great a period of time or over too great a geographical area or by reason of its
being too extensive in any other respect, it shall be interpreted to extend only over the
maximum period of time for which it may be enforceable and/or over the maximum
geographical area as to which it may be enforceable and/or to the maximum extent in all other
respects as to which it may be enforceable, all as determined by such court in such action.
ARTICLE IX
MISCELLANEOUS
9 .1. Entire Agreement. This Agreement sets forth the entire understanding of
the Parties with respect to the subject matter hereof and supersedes all existing agreements
between them concerning such subject matter
9.2 Termination of Agreement.
(a) Termination. This Agreement may be terminated at any time prior to

Closing:
(i) By mutual consent of Seller and Buyer or by either Party, if the

Closing has not occurred on or prior to July 15, 2013;
(ii) By Buyer, if Buyer is prepared to close and all conditions to

Seller's obligation to close have been satisfied and Seller fails to close on or prior to July
15, 2013; and
(iii) By Seller, if Seller is prepared to close and all conditions to

Buyer's obligation to close have been satisfied and Buyer fails to close on or prior to July
15,2013;
(iv) By Buyer, if there has been a material adverse change in the

Acquired Assets or the Business or operations or Seller between the Effective Date and
the Closing Date; or
ATL 19221573v6 33
#:1957
(v) By Buyer, if Seller has failed to disclose material information or

provided materially inaccurate or misleading information to Buyer with respect to the
Acquired Assets or the Business or operations of Seller.
(b) In the event of termination of this Agreement:
(i) Each Party will return all documents, work papers and other
material of any other Party relating to the Transactions, whether so obtained before or
after the execution hereof, to the Party furnishing the same; and
(ii) Each Party shall pay its own (and its respective Representatives')
fees and expenses incurred in connection with the negotiation, preparation, execution and
delivery of this Agreement and any other Transaction Documents.
9.3. Further Assurances. Each Party agrees to take all actions and to do all
things necessary, proper or advisable to consummate and make effective the Transactions
(including, without limitation, satisfying the closing conditions set forth in Article V hereof).
Following the Closing, the Parties shall furnish to each other and their respective
Representatives such necessary and available information as may reasonably be requested in
connection with Tax, accounting and similar matters relating to the Acquired Assets or the
Business prior to or after the Closing. In addition, Seller agrees to execute such documents and
instruments and take such actions as may be requested by Buyer and otherwise cooperate with
Buyer artd its Representatives in connection with any filings required to be made with the
Securities and Exchange Commission as a consequence of the Transactions.
9.4. Assignment. Seller may not assign his rights or obligations under this
Agreement without the prior written consent of Buyer, whether by operation of law, sell of stock
or otherwise; provided that Seller may, without the consent of Buyer, assign his rights under this
Agreement to a revocable trust for the benefit of his family members for estate planning
purposes (provided further that any such assignee shall be subject to the same rights of off-set
and other similar rights that Buyer or its Designated Affiliate may have against Seller, whether
arising under statute, common law or by contract). Buyer may, without the consent of Seller,
assign this Agreement to (a) any lender to Buyer; (b) any Affiliate (a "Designated Affiliate"); or
(c) any Person that is a party to a merger, reorganization or consolidation with an Affiliate of
Buyer or any Person acquiring all or substantially all of the assets of an Affiliate of Buyer or any
division thereof, provided that Buyer will not assign this Agreement (other than pursuant to
subsection (a) prior to the date that is thirty (30) days after the Closing, and provided further that
the obligations of Buyer under this Agreement shall remain in full force and effect following any
permitted assignment pursuant to clauses (a) and (b) of this Section. Subject to the foregoing,
upon such assignment, acquisition, merger, consolidation or reorganization, the term Buyer as
used herein shall be deemed to refer to such assignee or successor. Subject to the foregoing, this
Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns. In addition, Seller hereby acknowledges and agrees that
Buyer may, and hereby consents to Buyer, in connection with its financing agreements with any
lender ("Financing Agreements"), pledge, assign, hypothecate, set over, convey and grant to the
administrative agent for the benefit of any lender ("Administrative Agent"), a first priority
ATL 19221573v6 34
#:1958
continuing lien on and security interest in all of the rights of Buyer under this Agreement,
whether now existing or hereafter arising. Seller also acknowledges and agrees that the
Administrative Agent may enforce any and all of Buyer's rights against Seller under the
provisions of this Agreement, notwithstanding any term or provision contained in this
Agreement to the contrary. Further, Seller agrees that: (i) any amounts owing by Seller to
Buyer pursuant to this Agreement shall, after receipt of written notice from the Administrative
Agent that a default or event of default under Buyer's Financing Agreements has occurred, be
paid directly to the Administrative Agent, for the benefit of Buyer's lenders, and (ii) neither the
Administrative Agent nor any lender shall be deemed to have assumed any of the obligations or
liabilities of Buyer under this Agreement by reason of the Financing Agreements or otherwise.
9.5. Waiver. The failure of any Party at any time to enforce performance by
another Party of any provision of this Agreement shall in no way affect such (first) Party's rights
thereafter to enforce the same, nor shall the waiver by any Party of any breach of any provision
hereof be deemed to be a waiver by such Party of any other breach of the same or any other
provision hereof.
9.6. Notices. All notices and other communications required or permitted

under this Agreement shall be in writing, served personally on, telecopied, sent by courier or
other express private mail service, mailed by certified, registered or express United States mail
postage prepaid or email, and shall be deemed given upon receipt if delivered personally,
telecopied, emailed or sent by courier or other express private mail service, or if mailed when
actually received as shown on the return receipt. Notices shall be addressed as follows:
(a) Ifto Buyer, to:
Relativity Sports, LLC

9242 Beverly Blvd., Suite 300
Beverly Hills, CA 90210
Telephone: (310) 786-0350
Facsimile: 310 786 0359
Email: HappyW@relativitymedia.com
Attention: Happy Walters
With a copy to: corporate.legal@relativitymedia.com
With a copy to:
Theodore Blum
Greenberg Traurig, LLP
3333 Piedmont Road NE, Suite 2500
Atlanta, GA 30305
Tel 678-553-2620 I Fax 678-553-2621
Telephone: 678-553-2620
Facsimile: 78-553-2621
ATL 19221573v6 35
#:1959
Email: BlumT@GTLAW.com
Attention: Theodore Blum
(b) If to Seller, to:
Daniel Fegan
c/o Judy Hamilton
Hamilton Tharp LLP
323 North Pacific Coast Highway 101
Solana Beach, CA
Telephone: 858-481-7702
Facsimile: 858-481-7828
Email: judy.hamilton@ht2cpa.com
With a copy to:
De Castro, West, et. al

10960 Wilshire Blvd., Suite 1400
Los Angeles, CA 90024
Telephone: 310-4 78-2541
Facsimile: 310-473-0123
Email: Rfurman@dwclaw.com
Attention: Richard Furman
Any Party may change its address for purposes of this Section by giving to the other Parties, in
the maimer provided herein, a written notice of such change.
9.7. Choice of Law and Forum; Service of Process.
(a) This Agreement, any disputed matter arising hereunder, including the
construction, interpretation, effect, or validity of any provision hereof or performance or
enforcement hereof or any other matter relating hereto or arising in connection herewith
(whether in tort, contract, equity, or otherwise) (any such matter, a "Disputed Matter") is and
shall be governed by and enforced in accordance with the laws of the State of Delaware,
excluding its choice of law rules. All Disputed Matters shall be subject to arbitration as provided
in Section 9 .10 below (each, a "Dispute Proceeding").
(b) Nothing herein shall affect the right of any Party to enforce any judgment
in any jurisdiction or the rule that any matter of internal governance of a corporation or other
entity is determined under the laws of the state pursuant to which the corporation or other entity
is incorporated or formed.
(c) Each party inevocably consents to service of process, by any means

authorized in Section 9.6, in respect of any Dispute Proceeding.
9.8. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND

AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT
ATL 19221573v6 36
#:1960
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE

IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
TRANSACTION DOCUMENTS, THE RIGHTS AND OBLIGATIONS OF THE PARTIES
ARISING HEREUNDER OR THEREUNDER OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT
(A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER; (B) IT
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER;
(C) IT MAKES SUCH WAIYER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO
ENTER INTO TIDS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 8. IN THE EVENT OF ANY SUCH
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.
9.9. Litigation Costs.
(a) In addition to any other relief to which the prevailing party in any Dispute
Proceeding may be entitled, the prevailing party shall be entitled to recover from the non-
prevailing pa1iy all costs of arbitration, court costs in connection with enforcing any arbitration
award, Attorneys' Fees and Expenses and Other Costs incurred by the prevailing party, in
connection with (i) such Dispute Proceeding, (ii) any appellate, post-judgment, bankruptcy, or
alternative dispute resolution proceeding relating to such Dispute Proceeding or any of the
subject matter thereof, (iii) enforcement of any judgment, ruling, or award, rendered in any of the
foregoing or collection from the non-prevailing party or for the non-prevailing party's account of
any amount to which the prevailing party shall be entitled, including pursuant to this Section 9.9,
(iv) response to regulatory investigation in connection with or arising from any of the foregoing,
or (v) proof of any amount to which the prevailing party shall be entitled, pursuant to this Section
9. 9 or otherwise.
(b) "Attorneys' Fees and Expenses" shall mean the fees billed by the
prevailing party's attorneys and paralegals at their usual rates in effect from time to time during
the periods in which services shall have been rendered and expenses incurred by such attorneys
for which they customarily seek reimbursement from their clients during such periods or require
their clients to bear directly, including investigative, accounting, financial, public relations,
expe1i witness, or other professional fees and expenses charged in connection therewith. "Other
Costs" shall include costs incurred by the prevailing party from the absence from work or
diversion from ordinary employment duties, ove1time costs, and travel expenses of the prevailing
party's personnel in connection with any investigation, consultation with attorneys or other
professional advisors, court or deposition appearance or attendance thereat, or document
production; document reproduction costs; or communication, administrative, or other such costs
and shall not be limited to "out-of-pocket costs."
(c) This Section 9.9 is intended to abrogate the "American Rule," pursuant to
which each party in a litigation generally bears its own attorneys ' fees and other costs and
A TL 19221573v6 37
#:1961
expenses, and shall be construed liberally in favor of the prevailing party. The prevailing party
shall be entitled to recover the actual amounts of Attorneys' Fees and Expenses and Other Costs,
without having to prove the reasonableness of such amounts, unless otherwise required by law,
in which case, the prevailing party shall be entitled to recover Attorneys' Fees and Expenses and
Other Costs incurred in such proof, pursuant to subsection (a), clause (v) of this Section 9.9.
9.10. Arbitration. In the event of any dispute arising out of or in any way
related to this Agreement or if any issue should arise regarding the interpretation or enforcement
hereof, the matter shall be resolved by binding arbitration in Los Angeles, California, before a
single arbitrator. The arbitration shall be administered by Judicial Arbitration and Mediation
Services ("JAMS") in accordance with its Comprehensive Arbitration Rules then in effect, and
JAMS ' appellate procedures. Each of the parties shall bear his or its costs and expenses in
connection with such arbitration or proceeding, provided that if the arbitrator determines that
there is a prevailing party he or it shall be entitled to recover all of his or its costs and expenses
of arbitration or litigation, including but not limited to reasonable attorneys' fees. All remedies
of the parties shall be cumulative.
9 .11. Gender. Where the context so requires, the use of the masculine gender
shall include the feminine and/or neuter genders and the singular shall include the plural and
vice versa.
9.12. Neutral Construction. The Parties agree that this Agreement was
negotiated fairly between them at arm's length and that the final terms of this Agreement are the
product of the Parties' negotiations. Each Pru.ty acknowledges and agrees that it has sought and
received legal counsel of its own choosing with regard to the contents of this Agreement and the
rights and obligations affected hereby. The Parties agree that this Agreement shall be deemed to
have been jointly and equally drafted by them, and that the provisions of this Agreement
therefore should not be construed against a Party on the grounds that a Party drafted or was more
responsible for drafting the provision(s).
9.13. No Third Party Beneficiaries. This Agreement is made for the sole
benefit of the Parties and their respective successors and permitted assigns, and nothing
contained herein, express or implied, is intended to or shall confer upon any other Person or any
other third party any legal or equitable rights, benefits or remedies of any nature whatsoever
under or by reason of this Agreement.
9 .14. Severability. If any term or prov1s10n of this Agreement is invalid,

illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other term or provision of this Agreement or invalidate or render unenforceable
such term or provision in any other jurisdiction. Upon such determination that any term or other
provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the Parties as closely as possible in a
mutually acceptable manner in order that the transactions contemplated hereby be consummated
as originally contemplated to the greatest extent possible.
ATL 19221573v6 38
#:1962
9.15. Counterpaiis. This Agreement may be executed in one or more

counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same Agreement.
9.16. Amendments; Waivers. This Agreement may be amended, supplemented

or changed, and any provision hereof may be waived, only by a written instrument making
specific reference to this Agreement signed by the Party against whom enforcement of any such
amendment, supplement, modification or waiver is sought. No action taken pursuant to this
Agreement, including any investigation by or on behalf of any Paiiy hereto, shall be deemed to
constitute a waiver by the Person taking such action of compliance with any representation,
warranty, covenant or agreement contained herein. The waiver by any Party hereto of a breach
of any provision of this Agreement shall not operate or be construed as further or continuing
waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of
any Paiiy hereto to exercise, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or
remedy by such Person preclude any other or further exercise thereof or the exercise of any other
right, power or remedy.
9 .17. Cumulative Remedies. All rights and remedies of either party hereto are
cumulative of each other and of every other right or remedy such party may otherwise have at
law or in equity, and the exercise of one or more rights or remedies shall not prejudice or impair
the concurrent or subsequent exercise of other rights or remedies.
9.18. Compliance with NBPA Rules. The Parties intend that the transactions
contemplated by this Agreement comply with the NBP A rules and regulations and accordingly
all of the provisions of this Agreement are subject to any limitations set forth in the NBPA rules
and regulations; provided, that if the NBPA holds that any provision of this Agreement is invalid
or unenforceable then the Parties shall negotiate in good faith to give effect to the original intent
of the Parties in a mutually acceptable manner.
[Signature Page Follows.]
ATL 19221573v6 39
#:1963
IN WITNESS WHEREOL the parties hereto have caused this Agreement to be duly
executed. effective as of the dute first set forth nbovc. /
/
BUYER:
RFI.ATJVITY SPORTS. LLC
By:-- - -- - - - - - --
Name: Happy Walters
Title: Global Chief Executive omcer
Signe/we Page - Asset Purchase Agreement
ATL 19221574v1
#:1964
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, effective as of the date first set forth above.
SELLER:
Daniel Fegan
BUYER:
SPORTS, LLC
By: ----,...._s.,~=-=----M==----~--
Name: alters
Title: Global Chief Executive Officer
Signature Page - Asset Purchase Agreement
A TL 19221574v1
#:1965
EXHIBIT A
Key Agents
Akana
Varejeo
Tesch
ATL 19221573v6
#:1966
EXHIBITB
Defined Terms
For all purposes of and under this Agreement, the following terms shall have the respective
meanings set forth below:
"Accounts Payable" means any accounts payable related to the Business as of the Closing
Date, including, for the avoidance of doubt, (i) invoiced accounts payable, (ii) accrued but un-
invoiced accounts payable, and (iii) consigned accounts payable, all as incurred in the ordinary
course of the Business.
"Accounts Receivable" means any accounts, notes or other receivables related to the
Business as of the Closing Date, including, for the avoidance of doubt, (i) invoiced accounts
receivable, (ii) accrued but un-invoiced accounts receivable, and (iii) all other accounts or notes
receivable related to the Business or the Existing Representative Contracts, and, in each case, the
full benefit of all security therefor.
"Affiliate" means, as applied to any Person, any other Person, directly or indirectly,
controlling, controlled by or under common control with that Person. For purposes of this
definition, "control" (including with correlative meanings, the terms "controlling," "controlled
by," and "under common control with") as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of that
Person, whether through ownership of voting securities, by contract or otherwise.
"Agreement" means this Asset Pm-chase and Contribution Agreement, together with the
Schedules and Exhibits hereto, as the same shall be amended from time to time in accordance
with the terms hereof.
"Authority" means any governmental, regulatory or administrative body, agency or

authority, any court or tribunal of judicial authority, any arbitrator, any public, private or industry
regulatory authority, whether federal, state, local or foreign, or any sports association, including,
but not limited to, the NBA and NBP A.
"Business Day" means any weekday (Monday through Friday) on which commercial
banks in New York, New York are open for business.
"Code" means the Internal Revenue Code of 1986, as amended.
"Contract" means any contract (whether oral or written, express or implied), agreement,
sales or purchase order, indenture, note, bond, instrument, lease, conditional sales contract,
mortgage, license, franchise agreement, concession agreement, guaranty, or other binding
agreement or commitment.
"Deferred Payments" means the First Deferred Payment, the Second Deferred Payment,
the Third Deferred Payment and the Fourth Deferred Payment, as those terms are defined in
Section 2.5(a).
ATL 19221573v6
#:1967
"EBITDA" means earnings in respect of the Seller Business for the relevant period
(including existing client representation contracts and any new client representation contracts:
for athlete representation, marketing or other services), before interest, taxes, depreciation and
amortization, as calculated in accordance with the following principles for any applicable period
ending on a Payment Date. EBITDA will be calculated on an accrual basis using net income as
determined in accordance with GAAP and adding back depreciation and amortization expenses.
The calculation will include those operating expenses incurred directly attributable to operating
the Seller Business but limited to employee compensation and related benefits and taxes, meals
and entertainment, travel expenses, necessary agent fees, insurance, cellular phone charges,
reasonable recruiting expenses and specifically excluding any expenses attributed to rent and
corporate overhead charges allocated from Buyer or its Affiliates. In addition, each Party
recognizes that substantial investment is sometimes required to develop client relationships prior
to recognition of any associated revenue from such client relationships. Seller and Buyer shall
agree to the treatment of such client development expenses for the purposes of the calculation of
EBITDA, prior to incurring such expenses.
"Encumbrance" means any m01tgage, lien, pledge, charge, interest, security interest,
Tax, preemptive right, right of first refusal, right of first offer, right of first negotiation, right of
consent, put or call right, default, encumbrance or other pending adverse claim of any kind or
nature (including, without limitation, any right of any other Person to vote or receive an
economic interest or participation in the subject asset or interest so encumbered), and including
any agreement to give any of the foregoing, any conditional sale or other title retention
agreement, any lease in the nature thereof or the filing of, or agreement to give, any financing
statement under the Uniform Commercial Code of any jurisdiction.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended,
any successor statute thereto, and the rules and regulations promulgated thereunder.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
''Existing Employment Agreements" means any employment agreements or Contracts

between Seller and the Key Agents or any other Person.
"First Deferred Payment" is defined in Section 2.5(a).
"First Payment Date" means March 15, 2014.
"Fourth Deferred Payment" is defined in Section 2.5(a).
"Fourth Payment Date" means March 15, 2017.
"Fundamental Representations" mean the representations and warranties contained in

Section 3.2 ("Authority") Section 3.4 ("Assets"), Section 3.5 ("Assumed Contracts"), Section 3.6
("Litigation; Disputes"), Section 3 .10 ("Taxes"), Section 4.1 ("Organization") or Section 4.2
(" Authority").
"GAAP" means generally accepted accounting principles, consistently applied.
ATL 19221573v6
#:1968
"Independent Accountant" means the Los Angeles, CA office of Ernst & Young, LLP or
such other independent accounting mutually agreed by the Parties.
"Intellectual Property" means all foreign and domestic (i) trademarks, service marks,
brand names, certification marks, collective marks, d/b/as, Internet domain names, logos,
symbols, trade dress, assumed names, fictitious names, trade names, and other indicia of origin,
all applications and registrations for all of the foregoing, and all goodwill associated therewith
and symbolized thereby, including without limitation, all extensions, modifications and renewals
related thereto; (ii) inventions, discoveries and ideas, whether patentable or not, and all patents,
registrations and applications therefor, including without limitation, divisions, continuations,
continuations-in-part and renewal applications, and any renewals, extensions and reissues related
thereto; (iii) confidential and proprietary information, trade secrets and know-how, including
without limitation, processes, schematics, databases, formulae, drawings, prototypes, models,
designs and customer lists; (iv) published and unpublished works of authorship, whether
copyrightable or not (including, without limitation, computer software), copyrights therein and
thereto, and all registrations and applications therefor, and all renewals, extensions, restorations
and reversions thereof; (v) electronic data processing, data, information, recordkeeping,
communications, telecommunications, account management, inventory management and other
computer systems (including all computer programs, software, databases, firmware, hardware
and related documentation) and Internet websites and related content; and (vi) all other
intellectual property or proprietary rights and claims or causes of action arising out of or related
to any infringement, misappropriation or other violation of any of the foregoing, including
without limitation, rights to recover for past, present and future violations thereof.
"Knowledge" means the knowledge of Seller, after reasonable inquiry; provided,

however, that in addition to any actual knowledge of Seller, knowledge shall also be imparted to
Seller in such cases when he had, within the eighteen (18) months immediately preceding the
date of this Agreement, received actual, reliable information which would cause a reasonable
sports agent of his tenure to be aware of a certain fact or matter, and, in each case, the terms
"Know" and "Known" have corresponding meanings.
"Lagardere" means Lagardere Ltd.
"Lagardere Settlement and Release Agreement" means that certain binding Settlement
and Release Agreement, effective January 22, 2013, between Lagardere and Seller and his
Affiliates.
"Law'' means any law, ordinance, regulation, code or rule of common law or any
Authority, including, without limitation, the NBPA Regulations Governing Player Agents, as
amended.
"Legal Proceeding" means any judicial, administrative or arbitral action, cause of action,
suit, arbitration, mediation, claim, complaint, criminal prosecution, charge, examination or
investigation, audit, demand, compliance review, inspection, hearing or proceeding (public or
private) by or before any Authority, whether at law or in equity.
ATL 19221573v6
#:1969
"Liability" means any liability or obligation (including, without limitation, as related to

Taxes), whether known or unknown, asserted or unasserted, absolute or contingent, accrued or
unaccrued, liquidated or unliquidated, and whether due or to become due, regardless of when
asserted.
"Losses" means losses, damages, liabilities, deficiencies, actions, judgments, interest,

awards, settlements, penalties, fines, costs and expenses of whatever kind, including reasonable
attorney's fees, the cost of enforcing any right to indemnification hereunder, the cost of pursuing
any insurance providers, any lost or uncollectible revenue under any Contract and any amounts
received by either Brian Clifton or Aaron Goodwin (or any of their assigns, affiliates or related
parties) in connection with any shoe or marketing agreement signed by John Wall or Dwight
Howard, except for those amounts for the 2012/2013 season set forth on Schedule 3.4(e)(i)
attached hereto.
''NBA" means the National Basketball Association.
"NBPA" means the National Basketball Players Association.
"Organizational Documents" means, with respect to any Person that is a corporation, its
articles or certificate of incorporation and bylaws; with respect to any Person that is a
partnership, its certificate of partnership and partnership agreement; with respect to any Person
that is a limited liability company, its ce1iificate of formation and limited liability company or
operating agreement; and with respect to any other Person, its comparable organizational
documents, in each case, as amended or restated.
"Payment Dates" means the First Payment Date, the Second Payment Date, the Third
Payment Date and the Fourth Payment Date, collectively or individually as the context so
requrres.
"Permitted Encumbrances" means those Encumbrances set forth on Schedule 3.4.
"Permitted Investments" is defined in Section 3.18.
"Person" means any individual, general or limited partnership, firm, corporation, limited
liability company, association, trust, joint venture, unincorporated organization or other entity or
Authority, and including any successor, by merger or otherwise, of any of the foregoing.
"Plan" means any plan, program or arrangement, whether or not written, that is or was
(a) an "employee benefit plan" as such term is defined in Section 3(3) of BRISA and (i) which
was or is established or maintained by Seller; (ii) to which Seller contributed or was obligated to
contribute or to fund or provide benefits; or (iii) which provides or promises benefits to any
person who performs or who has performed services for Seller and because of those services is
or has been (A) a participant therein or (B) entitled to benefits thereunder; (b) an "employee
pension benefit plan" as such term is defined in Section 3(2) of BRISA, including, without
limitation, any such plan th.at satisfies, or is intended by Seller to satisfy, the requirements for tax
qualification described in Section 401 of the Code; (c) a "multi-employer plan" as such term is
defined in Section 3(37) of ERISA; or (d) an "employee welfare benefit plan" as such term is
defined in Section 3(1) ofERISA.
A TL 19221573v6
#:1970
"Purchase Price" means the aggregate value of the Closing Cash Payment, the Deferred
Purchase Price (as the same may be adjusted pursuant to Section 2.5(b)) and the Equity (which,
for purposes hereof, is valued at $12,500,000).
"Representatives" means, with respect to a Person, such Person's Affiliates, and such
Person's and such Person's Affiliates' respective officers, directors, employees, accountants,
counsel, advisors, agents, and representatives, and, in the case of Buyer, Buyer's and Buyer's
Affiliates' respective actual and potential financing sources.
"RHL" means Relativity Holdings LLC.
"Second Deferred Payment" is defined in Section 2.5(a).
"Second Payment Date" means March 15, 2015.
"Securities Act" means the Securities Act of 1933, as amended.
"Seller Business" means that portion of the EBITDA of the Business directly attributable
to the Seller following Closing.
"Seller Intellectual Property" means Intellectual Property (i) owned by Seller, or (ii) used
by Seller, in each case related to the Business on or prior to the Closing.
"Tax" means any Federal, state, local or foreign tax, charge, fee, levy, deficiency or other
assessment of whatever kind or nature (including, without limitation, any net income, gross
income, gross receipts, sales, use, value added, ad valorem, transfer, franchise, profits, license,
withholding, payroll, employment, unemployment, excise, estimated, severance, stamp,
occupation, real property, personal property, intangible property, occupancy, recording,
minimum, environmental, windfall profits or other tax, including any liability therefor as a
transferee (including, without limitation, under Section 6901 of the Code or any similar
provision of applicable Law), as a result of Treasury Regulation Section 1.1502-6 or any similar
provision of applicable law, or as a result of any Tax sharing or similar agreement, together with
any interest, penalty, addition to tax or additional amount imposed by any Tax Authority.
"Taxing" and Taxable" shall have the correlative meanings.
"Tax Return" means any return, report or statement required to be filed with respect to
any Tax (including, without limitation, any attachments thereto and amendments thereof),
including any information return, claim for refund, amended return or declaration of estimated
Tax, and including, where permitted or required, combined, consolidated or unitary returns.
"Third Deferred Payment" is defined in Section 2.5(a).
"Third Payment Date" means March 15, 2016.
ATL 19221573v6
#:1971
----------
EXHIBITC
Farm of Assignment and Assumption Agreement
THIS ASSUMPTION AGREEMENT, dated effective as of July 12, 2013 (the

"Effective Date"), is executed by Relativity Sports, LLC, a Delaware limited liability company
("Buyer"), in favor of Daniel Fegan, a California resident ("Seller").
WIT NE S SETH:
WHEREAS, pursuant to that certain Asset Purchase Agreement dated effective as of the
Effective Date (the "Purchase Agreement"), by and between Buyer and Seller, Seller has sold the
Business and the Acquired Assets to Buyer, and Buyer has agreed to assume the Assumed
Liabilities described on Exhibit A attached hereto.
NOW, THEREFORE, pursuant to the terms of the Purchase Agreement and for good
and valuable consideration, the receipt and sufficiency of which are acknowledged, Buyer and
Seller agree as follows:
1. Defined Terms. All capitalized terms used and not otherwise defined in this
Assumption Agreement have the meanings given them in the Purchase Agreement.
2. Assumption. Seller hereby assigns to Buyer, and Buyer hereby assumes and
agrees to pay, perform and discharge in accordance with the terms thereof, the Assumed
Liabilities. Buyer is not assuming, and does not assume, nor is Buyer obligated to pay or assume,
any of the Retained Liabilities.
3. Successors and Assigns. This Assumption Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of Buyer and Seller.
4. Governing Law. This instrument, and the rights and obligations of the parties
hereto, shall be governed by and construed and enforced in accordance with the substantive laws
of the State of Delaware, without regard to its principles of conflicts of laws.
5. Amendment. This Assumption Agreement may not be amended except by an

instrument in writing signed by Buyer and Seller.
6. Severability. If any provision of this Assumption Agreement shall be held invalid,

illegal or unenforceable, the validity, legality or enforceability of the other provisions of this
Assumption Agreement shall not be affected thereby, and there shall be deemed substituted for
the provision at issue a valid, legal and enforceable provision as similar as possible to the
provision at issue.
7. Counterparts. This Assumption Agreement may be executed any number of

counterparts, each of which shall be deemed an original, but all of which together shall constitute
A TL 19221573v6
#:1972
a single instrument, and it shall not be necessary in making proof of this Assumption Agreement
or its tenns to produce or account for more than one of such copies.
8. Purchase Agreement. This Assumption Agreement is subject to the terms of the

Purchase Agreement, and nothing contained herein shall be deemed to modify, alter or amend
the terms and provisions of the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this Assumption Agreement as
of the Effective Date.
SELLER:
Daniel Fegan
BUYER:
RELATIVITY SPORTS, LLC
By: - -- -- - -- -- - - --
Name: Happy Walters
ATL 19221573v6
#:1973
EXHIBITD
Seller Employment Agreement
ATL 19221573v6
#:1974
EXHIBITE
Bill of Sale
BILL OF SALE AND ASSIGNMENT
Pursuant to that certain Asset Purchase Agreement entered into as of July 12, 2013 (the
"Asset Purchase Agreement") by and between Daniel Fegan, a California resident ("Seller") and
Relativity Sports, LLC, a Delaware limited liability company ("Buyer"), for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby
sell, assign, transfer, convey and deliver unto Buyer, its successors and assigns, the Business and
each and all of the Acquired Assets, intending hereby to convey all of the right, title and interest,
legal or equitable, contingent, deferred or otherwise of Seller, in and to the Business and the
Acquired Assets. Capitalized terms used and not otherwise defined herein shall have the
respective meanings set forth in the Purchase Agreement.
To have and to hold, all right, good and marketable title, and interest in and to the
Business and the Acquired Assets are hereby sold, assigned, transferred, conveyed and delivered
unto Buyer and Buyer's successors and assigns, for their own use and benefit.
Seller hereby sets over and assigns to Buyer all of the income, effective immediately and
irrevocably, derived from the Assumed Contracts, and Seller will notify each Assumed Contract
counterparty to pay to Buyer all amounts due under such Assumed Contract. To the extent that
any right of Seller to income from any Assumed Contract is not assignable to Buyer, Seller shall
exercise its rights under such Assumed Contract pursuant to instructions from and at the
direction of Buyer.
Seller hereby covenants and agrees that, upon request of the Buyer, its successors or
assigns, whether orally or in writing, and without further cost or expense to Buyer, its successors
or assigns, that Seller will execute and deliver such instruments of conveyance and assignment
and take such action as Buyer, its successors or assigns may reasonably request to more
effectively transfer to and vest in Buyer, and put Buyer in possession of, the Business and any
and all of the Acquired Assets, free and clear of any and all Encumbrances other than Permitted
Encumbrances.
No representations and warranties, or indemnification agreements with respect to the

Business and the Acquired Assets are made in this Bill of Sale and Assignment, but rather their
making is expressly disclaimed, it being understood and agreed that all of the rights of Seller and
Buyer vis-a-vis each other with respect to the Business and the Acquired Assets are governed by
the Asset Purchase Agreement.
This Bill of Sale and Assignment shall be binding upon and inure to the benefit of Seller
and Buyer and each of their respective successors, assigns and legal representatives.
If any provision of this Bill of Sale and Assignment shall be held invalid, illegal or
unenforceable, the validity, legality or enforceability of the other provisions of this Bill of Sale
and Assignment shall not be affected thereby, and there shall be deemed substituted for the
ATL 19221573v6
#:1975
provision at issue a valid, legal and enforceable provision as similar as possible to the provision
at issue.
This Bill of Sale and Assignment, and the rights and obligations of the parties hereto,
shall be governed by and construed and enforced in accordance with the substantive laws of the
State of Delaware, without regard to its principles of conflicts of laws.
This Bill of Sale and Assignment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute a single instrument,
and it shall not be necessary in making proof of this instrument or its terms to produce or account
for more than one of such copies.
This Bill of Sale and Assignment is subject to the terms of the Asset Purchase Agreement,
and nothing contained herein shall be deemed to modify, alter or amend the terms and provisions
of the Asset Purchase Agreement.
Capitalized terms not otherwise defined herein shall have the respective meanings given
them in the Asset Purchase Agreement.
IN WITNESS WHEREOF, the undersigned have caused this Bill of Sale and Assigmnent
to be duly executed and delivered effective as of July 12, 2013.
SELLER:
Daniel Fegan
BUYER:
RELATIVITY SPORTS, LLC
By: - -- - -- -- - - - - - -
Name: Happy Walters
ATL 19221573v6
#:1976
EXHIBIT G TO THE
BAUMAN DECLARATION
#:1977
Execution Version
FIRST AMENDMENT TO
ASSET PURCHASE AND CONTRIBUTION AGREEMENT
This First Amendment to Asset Purchase and Contribution Agreement, dated as of June 13, 2016
(this "Amendment"), is made by and between Daniel Fegan, a California resident ("Seller"), and
Relativity Sports, LLC,a Delaware limited liability company ("Buffer").
RECITALS:
WHEREAS,the parties entered into that certain Asset Purchase and Contribution Agreement
dated as of July 12, 2013 (the "Ori ig nal Agreement") in connection with the acquisition of substantially
all of the assets of Employee's former business;
WHEREAS, the parties desire to amend certain provisions of the Original Agreement as
provided herein; and
WHEREAS,capitalized terms used herein without definitions shall have the meanings set forth in
the Original Agreement.
NOW,THEREFORE,in consideration of the recitals, the mutual covenants and agreements

herein contained and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. Section 2.5(a) shall be amended and restated in its entirety as follows:
(a) As additional consideration for the Acquired Assets Buyer shall pay to Seller, by
check or in the manner otherwise provided below, a total of $8,000,000 in deferred
payments as follows (the "Deferred Purchase Price"), the Buyer having acknowledging
that the conditions set forth in Section 2.5(b) have been satisfied or waived:
2. Section 2.5(a)(iii) shall be amended and restated in its entirety as follows:
(iii) Seller shall be entitled to the receipt of(A)20% of the first $3,000,000
collected by Relativity Basketball, LLC ("Relativity Basketball"), Buyer or Seller from
clients represented by Seller (the "Clients") after the date of this Amendment and(B)
70% of the next $2,000,000 collected by Relativity Basketball, Buyer or Seller from the
Clients, until Seller has received $2,000,000 in the aggregate pursuant to this Section
2.5(a)(iii)(the "Third Deferred Pa. ~"). Any amounts described above collected by
Relativity Basketball or Buyer shall be held in trust for Seller, and any amounts due to
Seller under clause(A)or clause (B), as applicable, in respect of such amounts collected
by Relativity Basketball ar Buyer during a given week shall be remitted to Seller by the
Wednesday of the following week. Any amounts described above collected by Seller
shall be applied directly in satisfaction of the Third Deferred Payment to the extent so
collected by Seller in accordance with this Section 2.5(a)(iii), and any amounts in excess
of the amounts due to Seller under clause(A)or clause (B), as applicable, in respect of
30338128.12
#:1978
such amounts collected by Seller during a given week shall be remitted to Buyer by the
Wednesday of the following week.
3. Section 2.5(a)(iv) shall be amended and restated in its entirety as follows:
(iv) the sum of $2,000,000 on or before the Fourth Payment Date (the "Fourth
Deferred Payment"); provided that if the Fourth Deferred Payment is not timely made,
Seller shall be entitled to receive(A)20% of the first $3,000,000 collected by Relativity
Basketball, Buyer or Seller from the Clients after the Fourth Payment Date and(B)70%
of the next $2,000,000 collected by Relativity Basketball, Buyer ar Seller from the
Clients, until Seller has received $2,000,000 in the aggregate pursuant to this Section
2.5(a)(iv). Any amounts described in the foregoing proviso collected by Relativity
Basketball or Buyer shall be held in trust for Seller, and any amounts due to Seller under
clause(A)or clause(B)of the foregoing proviso, as applicable, in respect of such
amounts collected by Relativity Basketball or Buyer during a given week shall be
remitted to Seller by the Wednesday of the following week. Any amounts described in
the foregoing proviso collected by Seller shall be applied directly in satisfaction of the
Fourth Deferred Payment to the extent so collected by Seller in accordance with this
Section 2.5(a)(iv), and any amounts in excess of the amounts due to Seller under clause
(A)or clause(B)of the foregoing proviso, as applicable, in respect of such amounts
collected by Seller during a given week shall be remitted to Buyer by the Wednesday of
the following week .
The definition of"Non-competition Period" contained in Section 8.1 of the Original Agreement is
hereby amended and restated to be "a period from March 15, 2013 to February 15, 2018." In
addition, notwithstanding the provisions of Section 5 of the Seller Employment Agreement (as
amended), Section 8 of the Original Agreement or any other agreement between the parties,
following the end of the Non-Competition Period., Buyer agrees that(a) Seller may engage in the
sports marketing, representations, recruiting and management business without any restrictions,
and (b) Seller may use (but not disclose to any third party) Confidential Information in
connection with the operation of such business.
5. Section 8.5 ofthe Original Agreement is hereby amended and restated in its entirety as follows:
8.5. Early Termination. The obligations of Seller set forth in Sections 8.1 and 8.2 and the
Non-competition Period shall terminate following receipt of written notice from Seller
exercising his right to such termination ("Exercise Notice"), if Buyer or its Designated
Affiliate fails to make any Deferred Payment due and owing pursuant to Section 2.5, and
fails to cure any such failure to make payment within thirty (30) days after receipt of
written notice from Seller of such failure to make payment or if Seller's employment with
Relativity Basketball is terminated by Relativity Basketball without Cause (as defined in
the Seller Employment Agreement)or if Seller terminates his employment with
Relativity Basketball with Good Reason (as defined in the Employment Agreement).
Notwithstanding the foregoing, such termination of the obligations of Seller under
Sections 8.1 and 8.2 shall not be deemed to terminate any obligations of Seller under the
30338128.12
#:1979
Seller Employment Agreement. However, upon delivery of an Exercise Notice electing

to terminate the obligations of Seller under Sections 8.1 and 8.2, Seller's right to be an
director or observer on Buyer's Board of Managers(as more fully described in Section
4(fl ofthe Employment Agreement)shall automatically terminate.
6. The Buyer acknowledges and affirms that it intends to enter into a binding agreement to lease the
office space located at 2029 Century Park East, Los Angeles, California.
7. This Amendment sets forth the entire agreement of the parties with respect to the subject matter
hereof. Except as set forth herein the Original Agreement shall remain in full force and effect.
8. No modification or amendment of this Amendment, or waiver of any provision hereof, shall be

valid unless in writing and signed by or on behalf of the parties hereto.
9. This Amendment and all disputes arising in or under or related to this Amendment shall be
governed by and construed in accordance with Sections 9.7, 9.8, 9.9 and 9.10 of the Original
Agreement, mutatis mutandis.
[Signature Page Follows]
30338128.12
#:1980
IN WITNESS WHEREOF,the parties have duly executed and delivered this

effective as ofthe date first above written. Amendment to be
OiTi 7 TT.
BUYER:
RELATIVITY SPORTS,LLC
Name: Hank Ratner

Title: Global CEO
#:1981

Asset Purchase and Contribution Agreement For Dan Fegan

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Case 2:17-cv-02397-AB-PJW Document 12-3 Filed 03/31/17 Page 69 of 137 Page ID

ASSET PURCHASE AND CONTRIBUTION AGREEMENT

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this

WHEREAS, Seller is engaged in the sports marketing, representation, recruiting

WHEREAS, in connection with the transactions contemplated hereby (the

WHEREAS, certain terms used in this Agreement are defined m Exhibit B

NOW, THEREFORE, in consideration of the premises, the mutual promises and

(i) Assumed Contracts. All of Seller's entire legal and

(ii) Fixed Assets. All furniture, fixtures, equipment, computer

(iii) Intellectual Property. All Intellectual Property owned, used

(v) Claims. Any claims, defenses, causes of action, choses in

(vi) Accounts Receivable. All Accounts Receivable of Seller or

(vii) Credits. All deposits, credits and prepaid items related to

(viii) Licenses and Permits. To the extent assignable, all rights

(ix) Reimbursements. All rights of Seller to receive

(x) Data. All electronically stored information and data, in the

(xi) Cash Equivalents. All cash, notes receivable, cash

(xii) Insurance Policies. Seller's rights in, to and under all

(b) Excluded Assets. Notwithstanding anything to the contrary

(i) Any Existing Employment Agreements;

(ii) Seller's rights under this Agreement and the other

(iii) Those assets, properties and rights of Seller set forth on

(i) All obligations of Seller arising after the Closing pursuant

(ii) The obligation to make the Fee payments set forth on

(iii) Those Liabilities of Seller related to the Business set forth

(b) Retained Liabilities. Except for the Assumed Liabilities expressly

(i) Any Taxes;

(iii) Except as provided in Section l.2(a), any payment

(iv) Any Liability arising from or in connection with the

(v) Any Liability of Seller to Lagardere or its Affiliates

2.3. Payments of Purchase Price.

(i) Pay, or cause to be paid, to Seller the amount of $12,250,000 (the

(ii) Assume the Assumed Liabilities pursuant to the Assignment and

2.4. Deliveries at Closing.

(i) Deliver, or cause to be delivered, to Seller the Closing Cash

(ii) Execute and deliver to Seller an employment agreement between

(iii) Execute and deliver to Seller the Assignment and Assumption

(v) Execute and deliver to Seller the Equity Grant Agreement;

(vi) Execute and deliver the other documents and instruments to be

(i) Execute and deliver to Buyer the Seller Employment Agreement;

(ii) Deliver, or cause to be delivered, to Buyer, the Lagardere

(iii) Execute and deliver to Buyer a Bill of Sale substantially in the

(iv) Execute and deliver to Buyer the Assignment and Assumption

(vi) Deliver, or cause to be delivered, to Buyer assignments of the

(viii) Deliver to Buyer a certificate of non-foreign status in the

(ix) Deliver to Buyer a completed IRS Form W-9 and a California

(xi) Execute and deliver to Buyer the Equity Grant Agreement;

(xii) Execute and deliver to Buyer Buyer's Amended and Restated

(xiii) Execute and deliver the other documents and instruments to be

(xiv) Deliver, or cause to be delivered, such other documents and

2.5. Additional Purchase Price.

(b) Notwithstanding the provisions of Section 2.S(a) hereof and subject to

(i) Except as otherwise provided below, each Deferred

as an employee of Buyer or its Affiliate) and Happy Walters, as co-agents, on or before

(ii) If (A) Seller (in his capacity as an employee of Buyer or its

(iii) If (A) Seller (in his capacity as an employee of Buyer or its

(iv) If any Deferred Payment is reduced pursuant to the mechanism set

(v) If any Deferred Payment is reduced (a "Reduction") pursuant to

(d) Subordination Trigger. If any "Default" or "Event of Default" under and as

( e) Payments to be Held in Trust. If any payment, collection proceeds or distribution

(iii) any Collateral, including, without limitation, any balance or balances of

(I) Enforcement by the Seller. Notwithstanding anything to the contrary in this

With a copy to: