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SETTLEMENT AGREEMENT
AND GENERAL AND SPECIAL RELEASE OF ALL CLAIMS

This Confidential Settlement Agreement and General and Special Release of All Claims
(“Agreement”) is made and entered into as of the Effective Date (as defined herein) by and
among University of Arizona; Arizona State University; University of California, Berkeley;
University of California, Los Angeles; University of Colorado, Boulder; University of Oregon;
University of Southern California; Stanford University; University of Utah; and University of
Washington (each individually a “Departing Member” and collectively, the “Departing
Members”); the Pac-12 Conference and Commissioner of the Pac-12 Conference (collectively,
the “Conference Defendants”); and Washington State University and Oregon State University
(collectively, the “Remaining Members”). In this Agreement, the Departing Members,
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Conference Defendants, and Remaining Members are referred to collectively as the “Parties,” or
each is referred to individually as a “Party.”

RECITALS

WHEREAS, the Departing Members intend to join other Power Five Conferences
beginning in the 2024-25 academic year;

WHEREAS, on September 8, 2023, the Remaining Members filed a complaint in the

Superior Court of the State of Washington, captioned Washington State University v. Pac-12
Conference, No. 23-2-00273-38 (the “Action”), asserting the Conference Defendants had
breached the Pac-12 Conference’s Constitution and Bylaws and seeking declaratory and
injunctive relief;

WHEREAS, on September 11, 2023, the Superior Court granted a temporary restraining
order prohibiting the Conference Defendants from “holding, or taking any steps to hold, a Pac-12
Conference Board meeting” pending a hearing on the Remaining Members’ request for a
preliminary injunction;

WHEREAS, University of Washington intervened in the Action on October 16, 2023;

WHEREAS, on November 14, 2023, the Superior Court granted the Remaining
Members’ request for a preliminary injunction;

WHEREAS, on December 15, 2023, the Washington Supreme Court denied discretionary
review of the Superior Court’s order granting the preliminary injunction;

WHEREAS, the Parties desire to bring an end to the Action and to resolve all related
matters among them;

WHEREAS, each Party understands and agrees that this Agreement is a compromise and
settlement of disputed claims and that this Agreement should not be construed as an admission of
liability by any Party; and

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WHEREAS, this Agreement is intended to prohibit the Departing Members and

Remaining Members from pursuing the Action or suing one another or the Conference
Defendants again on any theory related to the withdrawal of the Departing Members, their
representation on the Pac-12 Board of Directors, actions to be taken by the Pac-12 Board of
Directors, the distribution of Conference assets or as otherwise set forth herein;

NOW, THEREFORE, with the intent and purpose of satisfying and settling all claims
between the Parties, and in consideration of the promises contained in this Agreement, the
Parties agree as follows:

AGREEMENT

1. Definitions.

a. As used herein, “academic year” means the academic year for the relevant
school.

b.

c. As used herein, the “Board” or “Board of Directors” means the Pac-12

Conference Board of Directors as defined in Chapter 5 of the Bylaws.

d.

e.

f. As used herein, the “Bylaws” means the Pac-12 Conference’s Constitution

and Bylaws, as found in the Pac-12 Handbook.

h. As used herein, the “Conference” means the Pac-12 Conference.

i. As used herein, “Effective Date” means the date of the last Party signature
to this Agreement, as set forth in Section 28.

j- As used herein, “Executive Regulations” means the Executive Regulations

as listed in the Pac-12 Handbook.

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k. As used herein, “Fiscal Year 2024” means the fiscal year of the
Conference which began July 1, 2023, and shall end June 30, 2024.

1. As used herein, “Fiscal Year 2025” means the fiscal year of the
Conference which will begin July 1, 2024, and shall end June 30, 2025.

m. As used herein, “Fiscal Year 2026” means the fiscal year of the
Conference which will begin July 1, 2025, and shall end June 30, 2026.

n. As used herein, any other “Fiscal Year” means the fiscal year of the
Conference which begins on July 1 of the previous year and ends on June 30 of the
specified year.

o. As used herein, “Fiscal Year 2024 Budget” means the “Updated FY24
Budget dated March 6, 2024” as shared by the Conference with outside counsel to the
Parties.

p. As used herein, “Future Revenue Analysis” means the Conference’s

Future Revenue Analysis, dated March 6, 2024, as shared by the Conference with outside
counsel to the Parties.

r. As used herein, “Pac-12 Handbook” means the Pac-12 2023-24 Handbook

V5. 10.15.23.

s. As used herein, “Power Five Conferences” means the Pac-12 Conference,

the Atlantic Coast Conference, the Big Ten Conference, the Big 12 Conference, and the
Southeastern Conference.

t.

u. As used herein, “Schools” means the Departing Members and the

Remaining Members collectively (each, a “School”).

2. Settlement Consideration. In consideration for the releases contained in this

Agreement, the dismissal of the Action, and all other terms of this Agreement, the Parties agree
to the following:

a. Allocation of Conference Revenue.

i. Fiscal Year 2024 Revenue. The Conference shall distribute the

distributable Fiscal Year 2024 revenue as identified in the Fiscal Year 2024
Budget (“Fiscal Year 2024 Conference Net Revenue”) pro rata to the Schools
pursuant to the Executive Regulations (“Fiscal Year 2024 Distributions”), except

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that certain revenues shall be withheld from the Departing Members’ Fiscal Year
2024 Distributions as set forth in Section 2.a.i. 1-3 below.

1. Notwithstanding the distributions described above, the Conference

shall withhold five million dollars ($5,000,000) from the Fiscal Year 2024
Distributions to each of the Departing Members, for a total of fifty million
dollars ($50,000,000) (“Withheld Distribution”). The $5,000,000 per
Departing Member amount will be withheld on the following schedule:
one million dollars ($1,000,000) from each Departing Member’s first
Fiscal Year 2024 Distribution; two million dollars ($2,000,000) from each
Departing Member’s April Fiscal Year 2024 Distribution; and two million
dollars ($2,000,000) from each Departing Member’s June Fiscal Year
2024 Distribution. The Departing Members shall have no vote, direction,
input, or other power with respect to the Conference’s use, allocation, or
expenditure of the Withheld Distribution.

2. The Conference shall be entitled to an additional payment of one

and one-half million dollars ($1,500,000) from each of the Departing
Members (as to each Departing Member, its “Supplemental
Contribution”). The Departing Members shall have no vote, direction,
input, or other power with respect to the Conference’s use, allocation, or
expenditure of the Supplemental Contribution.

A. Each Departing Member will decide and notify the

Conference in writing within thirty (30) days after the Effective
Date whether any or all of its Supplemental Contribution shall be
withheld from the Fiscal Year 2024 Distributions to such
Departing Member in addition to the Withheld Distribution (and
from which Fiscal Year 2024 Distribution it should be withheld) or
whether the Supplemental Contribution of such Departing Member
shall be paid by other means. In the event any Departing Member
fails to notify the Conference within such 30-day period, the
Supplemental Contribution for such non-notifying Departing
Member shall be withheld from such Departing Member’s June
Fiscal Year 2024 Distribution.

B. Any portion of any Departing Member’s Supplemental

Contribution that is not withheld from the Fiscal Year 2024
Distributions to such Departing Member shall be paid by such
Departing Member to the Conference no later than December 31,
2024. If any Departing Member’s Supplemental Contribution is
not paid on or before December 3 1 , 2024, the Conference shall be
entitled to a binding and enforceable order from the Special Master
outlined in Section 22, requiring such Departing Member to make
such payment.

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3. The first payment of Fiscal Year 2024 Distributions will be 15% of

the anticipated Fiscal Year 2024 Distributions and scheduled on a date set
by the Conference, with the approval of the Board, which date must be no
later than thirty (30) days after the Effective Date. The schedule for
subsequent Fiscal Year 2024 Distributions will be as follows: 45% of the
anticipated Fiscal Year 2024 Distributions in April 2024; 38% of the
anticipated Fiscal Year 2024 Distributions in June 2024; and the
remainder of the Fiscal Year 2024 Distributions in September 2024.

4. Except as they may be reduced by the withheld amounts expressly

contemplated by this Section 2, Fiscal Year 2024 Distributions may be
changed only pursuant to the governance provisions set forth in Section 3.

ii. Future Revenue. No Departing Member shall have any claim to

distribution of any amount of Conference revenues earned, due to be paid or,
except as set forth in subclause (1) of this Section 2.a.ii, actually received in
Fiscal Year 2025, Fiscal Year 2026, or any subsequent Fiscal Year (including
without limitation, NCAA Basketball Performance Fund Unit distributions even if
related to prior Fiscal Years) (collectively, “Future Revenue”).

1. Revenue received by the Conference after the end of Fiscal Year

2024 that (y) was due to be paid to or expected to be received by the
Conference in Fiscal Year 2024 or a prior fiscal year or (z) is a refund
payable to the Conference for Fiscal Year 2024 or a prior Fiscal Year
(“Delayed Revenue”) is not Future Revenue and one-twelfth (1/12) of any
Delayed Revenue (less any expenses associated with such Delayed
Revenue) shall be distributed by the Conference to each Departing
Member on the last business day of the fiscal quarter in which it is
received.

2. The Parties affirm that they have separately reviewed the Future
Revenue Analysis, which is a non-exhaustive, illustrative list of
Conference revenues due to be paid to or expected to be received by the
Conference in (A) Fiscal Year 2024 and (B) Fiscal Year 2025.

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c. Conference Assets.

i. Assets Remain with the Conference. Except as explicitly set forth

in this Agreement, all Conference assets owned (including leased, licensed, or
otherwise controlled by the Conference) as of the Effective Date shall remain with
the Conference.

ii. Transfer and License Back of Individual School Content. As of

August 2, 2024, subject to any existing grants of rights or licenses by the
Conference which will remain in effect, the Conference shall and hereby does
transfer to each of the Schools all rights to such School’s audio, video, and
multimedia content of such School that was previously granted to or owned by the
Conference, including all rights transferred or assigned to the Conference
pursuant to Chapter 3, Section 2 of the Bylaws (“Media, Sponsorship, and Digital
Right”), or any predecessor version of such Chapter 3, Section 2, and each School
shall and hereby does, subject to Section 2 .c .iii, grant to the Conference a
perpetual, non-exclusive, gratis, royalty-free, fully-sublicensable or assignable
license (the “Content License”) in and to such audio, video, and multimedia
content for any and all purposes, whether commercial or non-commercial in
nature, throughout the universe, in all forms and formats now known or hereafter
invented. Each Party agrees to execute and deliver such documents as are
necessary to effect the foregoing grants and licenses.

iii. Distribution of Assets Upon Dissolution. If the Conference ceases

to operate on or before the last day of Fiscal Year 2026 and dissolves or liquidates
or otherwise winds up its affairs, and the Conference has assets remaining after

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making final provisions for the satisfaction of or taking a reasonable reserve for
any remaining Conference liabilities, the Departing Members and Remaining
Members shall share pro rata in the distribution of such remaining Conference
assets. If the Conference ceases to operate and dissolves, liquidates or winds up
after the last day of Fiscal Year 2026, the Departing Members are not entitled to
any distribution of any remaining Conference assets; provided that upon any such
cessation of operations, dissolution, liquidation or winding up, and subject to any
grants of rights or licenses by the Conference which will remain in effect, the
Content License shall terminate and be of no further force and effect and thus
shall not constitute an asset available for distribution by the Conference.

d. Dismissal ofPending Actions. Within five (5) business days after the
Effective Date, the parties to the Action shall withdraw, cancel, dismiss, or otherwise
terminate, in all cases with prejudice, all existing legal proceedings, litigations, and/or
any other existing legal claims against each other (including discovery and other
procedural items related thereto), including the Action. The parties to the Action shall
also jointly request that the Whitman County Superior Court dissolve the preliminary
injunction immediately upon dismissal of the Action.

3. 2023-24 Conference Governance. The Remaining Members’ representatives are

the sole voting directors on the Board and, except as set forth below with respect to certain
actions on or prior to August 1 , 2024, the Remaining Members shall be the only Conference
members with any right to vote on any matter before the Board of Directors. The Departing
Members shall cease to be Members at the close of business August 1, 2024, and their respective
Presidents’ or Chancellors’ rights hereunder shall expire at such time.

a. Departing Members ’ Board Participation. Up until and including August

1 , 2024, the President or Chancellor of each of the Departing Members will receive
notice of Board meetings as required to be given to members of the Board pursuant to the
Bylaws, will be permitted to attend all Board meetings, and will be provided the same
material provided to the Remaining Members in respect of each meeting.

b. Special Actions. Approval of any of the following Conference actions

proposed to be taken on or before August 1 , 2024, shall require Board approval by the
Remaining Members as well as ratification by seven out of the twelve (7/12) Schools:

i. Any decision that causes a material deviation from the Fiscal Year
2024 Budget, or any subsequent budgets approved under this provision with
respect to Fiscal Year 2024. A material deviation is any deviation reasonably
likely to result in increased Conference costs or expenses or reduced Conference
revenue, in each case in an amount greater than two percent (2%);

ii. Any decision that (x) materially reduces the Fiscal Year 2024
Distributions to any of the Departing Members, (y) delays payment of any such
distribution after its applicable month, or (z) changes the percentage of any such
distribution (in the case of the foregoing clauses (y) and (z), as set forth in Section
2.a.i.3). A material reduction of Fiscal Year 2024 Distributions is any reduction

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or series of reductions that reduces Fiscal Year 2024 Distributions by more than
one and one-quarter percent (1 .25%) as compared to the projected Fiscal Year
2024 Distributions identified in the Fiscal Year 2024 Budget;

iii.

iv. Any amendment or alteration of the rules and governance of

Conference athletic competition that would apply prior to August 1, 2024;

v. Any changes to the Bylaws or Executive Regulations that would

apply prior to August 1 , 2024; or

vi. Any decision to assess any action, penalty or other consequence,

financial or otherwise, against any Departing Member relating to its intention to
join another Power Five Conference in the future. This provision does not cover
assessment of any action, penalty, or other consequence for violations of
Conference rules related to sports competitions as set forth in the Pac-12
Handbook and to which all members are subject.

c. New Members and Contracts. Subject to the requirements set forth in

Section 3.b for certain Conference actions, the Remaining Members are free to approve
Conference actions to (A) admit new Conference members for academic year 2024-25
and any subsequent year and (B) enter into contractual arrangements for Fiscal Year 2025
and any subsequent year without consent from or notice to the Departing Members, so
long as any such contractual arrangement or agreement does not impose any liabilities on
the Departing Members or otherwise require action pursuant to Section 3.b.

d. Dissolution by Departing Members. The Departing Members may not

seek to dissolve the Conference unless both Remaining Members consent in writing to
such action. If the Departing Members seek to dissolve the Conference, the Remaining
Members shall be entitled to an immediate injunction preventing dissolution, as well as
damages flowing from the breach, including but not limited to an amount equal to Future
Revenue not realized by the Conference as a result of the breach, and attorney’s fees and
costs. Additionally, any Departing Members participating in an action to dissolve the
Conference shall automatically forfeit and must return to the Conference all Fiscal Year
2024 Distributions.

e. Liability Release. Except as otherwise set forth in Section 2.b, the

Departing Members are released from all liability arising from the decisions made by the
Board of Directors that do not require ratification pursuant to Section 3.b.

f. Notification ofBoard Action. The Conference shall provide the Departing

Members with prompt notice of any action taken by the Board (whether at a meeting or
by written or electronic vote) that does not require ratification pursuant to Section 3.b.

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4. No Admissions. By entering into this Agreement, no Party intends to make, nor

shall be deemed to have made, any admission of any kind. The Parties agree that they are
entering into this Agreement solely for the purposes of avoiding the costs, inconvenience, and
uncertainties related to the Action and any other actual or potential legal actions related to the
withdrawal of the Departing Members, representation on the Board of Directors, and actions
taken by the Board. This Agreement is the product of informed negotiations and compromises of
previously stated legal positions. Nothing contained in this Agreement shall be construed as an
admission by any Party as to the merit or lack of merit of any particular claim or defense in the
Action. Any statements made in the course of settlement negotiations have been and shall be
without prejudice to the rights of the Parties in any disputes or transactions with any other person
or entity not party to this Agreement. The Parties expressly incorporate the protections of
Rule 408 of the Federal Rules of Evidence and applicable state law.

5. Release by the Remaining Members. For and in consideration of the

agreements herein, and the mutual avoidance of further costs, inconvenience, and uncertainties
relating to these matters, each of the Remaining Members, on behalf of itself and each of its
affiliates, related entities, board members, officers, directors, employees, contractors, managers,
governors, heirs, assigns and assignees, agents, attorneys, and anyone who claims or may claim
by and/or through any of the foregoing and/or in their stead (collectively, the “Releasing
Remaining Member Parties”), do hereby forever release, acquit, discharge, and covenant not to
sue the Departing Members, their respective affiliates; related entities; and current and former
employees, officers, directors, shareholders, heirs, assigns, agents, trustees, administrators,
subrogates, executors, fiduciaries, privies, and beneficiaries, as well as each of their respective
current and former insurers, attorneys, partners, associates, successors, consultants, experts, and
predecessors (collectively, the “Released Departing Member Parties”), as well as the Pac-12
Conference, its subsidiaries, joint ventures, affiliates, divisions, related entities, equity holders,
officers, directors, employees, contractors, managers, governors, heirs, assigns and assignees,
agents, attorneys, and partners, including the Commissioner of the Pac-12 Conference and the
former Commissioner George Kliavkoff (collectively, the “Released Conference Defendant
Parties”), from any and all causes of action, suits, claims, liens, demands, judgments,
indebtedness, costs, damages, obligations, attorneys’ fees, losses, claims, controversies,
liabilities, and all other legal responsibilities in any form or nature, including but not limited to,
all disputes relating to or arising out of any state, local, or federal statute, ordinance, regulation,
disciplinary rule, rule of professional responsibility, order, at common law, or in equity arising
out of or in any way related to: (i) the Action; (ii) the Departing Members’ membership in or
departure from the Conference, the announcement of such departure, or actions relating to the
transition to a different Power Five Conference; (iii) the composition of the Board; (iv) decisions
made by the Board of Directors that are not subject to a vote by the Departing Members; (v)

decisions made or actions taken by the Board of Directors or Departing Members pursuant to this
Agreement (collectively, but excluding the Unreleased Claims, the “Released Remaining
Members’ Claims”).

6. Release by the Departing Members. For and in consideration of the agreements

herein, and the mutual avoidance of further costs, inconvenience, and uncertainties relating to
these matters, each of the Departing Members, on behalf of itself and each of its affiliates,

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related entities, board members, officers, directors, employees, contractors, managers, governors,
heirs, assigns and assignees, agents, attorneys, and anyone who claims or may claim by and/or
through any of the foregoing and/or in their stead (collectively, the “Releasing Departing
Member Parties”), do hereby forever release, acquit, discharge, and covenant not to sue the
Remaining Members, their respective affiliates; related entities; and current and former
employees, officers, directors, shareholders, heirs, assigns, agents, trustees, administrators,
subrogates, executors, fiduciaries, privies, and beneficiaries, as well as each of their respective
current and former insurers, attorneys, partners, associates, successors, consultants, experts, and
predecessors (collectively, the “Released Remaining Member Parties”), as well as the Released
Conference Defendant Parties, from any and all causes of action, suits, claims, liens, demands,
judgments, indebtedness, costs, damages, obligations, attorneys’ fees, losses, claims,
controversies, liabilities, and all other legal responsibilities in any form or nature, including but
not limited to, all disputes relating to or arising out of any state, local, or federal statute,
ordinance, regulation, disciplinary rule, rule of professional responsibility, order, at common
law, or in equity arising out of or in any way related to: (i) the Action; (ii) the Departing
Members’ membership in or departure from the Conference, the announcement of such
departure, or actions relating to the transition to a different Power Five Conference; (iii) the
composition of the Board; (iv)

and (v)decisionsmade or actions taken by the Board of Directors or

Remaining Members pursuant to this Agreement, provided such action does not violate Section 3
(collectively, but excluding the Unreleased Claims, the “Released Departing Members’
Claims”).

7. Release by the Conference Defendants. For and in consideration of the

agreements herein, and the mutual avoidance of further costs, inconvenience, and uncertainties
relating to these matters, the Pac-12 Conference, on behalf of itself and each of its affiliates,
related entities, board members, officers, directors, employees, contractors, managers, governors,
heirs, assigns and assignees, agents, attorneys, and anyone who claims or may claim by and/or
through any of the foregoing and/or in their stead, and the Commissioner of the Pac-12 on behalf
of herself in her Official Capacity and her heirs, administrators, executors, successors in interest,
and/or assigns, (collectively, the “Releasing Conference Defendant Parties”), do hereby forever
release, acquit, discharge, and covenant not to sue the Released Remaining Member Parties or
the Released Departing Member Parties from any and all causes of action, suits, claims, liens,
demands, judgments, indebtedness, costs, damages, obligations, attorneys’ fees, losses, claims,
controversies, liabilities, and all other legal responsibilities in any form or nature, including but
not limited to, all disputes relating to or arising out of any state, local, or federal statute,
ordinance, regulation, disciplinary rule, rule of professional responsibility, order, at common
law, or in equity arising out of or in any way related to: (i) the Action; (ii) the Departing
Members’ membership in or departure from the Conference, the announcement of such
departure, or actions relating to the transition to a different Power Five Conference; (iii) the
composition of the Board; (iv) decisions made by the Board of Directors that are not subject to a
vote by the Departing Members; (v)

and made or taken

by the Board of Directors, Departing Members or Remaining Members pursuant to this
Agreement (collectively, but excluding the Unreleased Claims, the “Released Conference

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Claims” and, together with the Released Remaining Members’ Claims and Released Departing
Members’ Claims, collectively, the “Released Claims”).

8. Claims Not Released. Notwithstanding the releases set forth in Sections 5

through 7, nothing in this Agreement is intended or shall be construed to release any of the
following claims (the “Unreleased Claims”):

a. 2021 Holiday Bowl. Any claims of any Party against University of

California, Los Angeles arising from or relating to the University of California, Los
Angeles’s withdrawal from the 2021 Holiday Bowl; and

b. Enforcement of this Agreement. Any claims of any Party to enforce any

right, benefit, obligation, covenant, or agreement set forth in this Agreement.

9. Release and Waiver of Rights Under Any Provision Similar to California

Civil Code Section 1542. The Releasing Remaining Member Parties, the Releasing Departing
Member Parties, and the Releasing Conference Defendant Parties hereby expressly waive and
relinquish any rights and benefits conferred by any law of the United States or of any state or
territory of the United States or of any other relevant jurisdiction, or principle of common law,
which is similar, comparable, or equivalent to Section 1542 of the California Civil Code, and do
so understanding and acknowledging the significance and consequence of the specific waiver of
such a provision, which reads as follows:

Section 1542. A general release does not extend to claims that the
creditor or releasing party does not know or suspect to exist in his or
her favor at the time of executing the release and that, if known by
him or her, would have materially affected his or her settlement with
the debtor or released party.

The Parties intend that the provisions regarding the disputes released in this Agreement be
construed as broadly as possible, and incorporate similar federal, state, or other laws, all of
which are similarly waived. The Parties acknowledge and understand that they might later
discover facts in addition to or different from those which they now know or believe to be true
with respect to the subject matter of this Agreement, but that it is their intention to fully, finally,
and forever settle and release all matters, known or unknown, suspected or unsuspected, which
now exist, might exist, or previously existed between the Parties as set forth in this Agreement,
other than the Unreleased Claims. This Agreement is intended to be and is final and binding,
regardless of any claims of misrepresentation, concealment of fact, or mistake of law or fact and
shall be and remains in effect as a full and complete release of all such matters, notwithstanding
the discovery or existence of any additional or different claims or facts related to this Agreement.
In furtherance of such intention, the Parties agree that the releases given pursuant to this
Agreement shall remain in effect as a full and complete release (other than with respect to the
Unreleased Claims), notwithstanding the discovery or existence of any such additional or
different facts.

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10. Covenants Not to Sue.

a. Released Claims.

i. The Releasing Remaining Member Parties hereby covenant and

agree that they will not make, assert, or maintain any claim, action, litigation,
arbitration, or cause of action against the Released Departing Member Parties or
the Released Conference Defendant Parties related in any way to the Released
Remaining Members’ Claims.

ii. The Departing Member Parties hereby covenant and agree that
they will not make, assert, or maintain any claim, action, litigation, arbitration, or
cause of action against the Released Remaining Member Parties or the Released
Conference Defendant Parties related in any way to the Released Departing
Members’ Claims.

iii. The Conference Defendant Parties hereby covenant and agree that
they will not make, assert, or maintain any claim, action, litigation, arbitration, or
cause of action against the Released Remaining Member Parties or the Released
Departing Member Parties related in any way to the Released Conference Claims.

b. Exceptions. Notwithstanding the preceding provisions, any Party may

assert any claim to enforce this Agreement, subject to the Dispute Resolution provisions
set forth in Section 22.

c. Binding Effect. The Parties agree that the covenants given pursuant to this
Agreement shall remain in effect as a binding legal obligation, notwithstanding the
discovery or existence of any additional or different facts or the occurrence of unknown
or unsuspected future events.

11. Attorneys’ Fees. Except as otherwise set forth herein, in any dispute over this
Agreement, including in the event of any suit, action, or proceeding to enforce this Agreement or
any term thereof, including any release granted herein or money due hereunder, whether as a
claim or as an affirmative defense to a claim, the prevailing party in such suit, action or
proceeding shall be entitled to receive, in addition to all other damages to which it may be
entitled, including interest, the costs incurred in conducting such suit, action, or proceeding,
including court costs and reasonable attorneys’ fees and expenses. With respect to any case
dismissed pursuant to the terms of this Agreement, including the Action, (a) the Departing
Parties shall not seek attorneys’ fees or costs from any Remaining Member or the Conference
and (b) the Remaining Members shall not seek attorneys’ fees or costs from the Conference prior
to the end of Fiscal Year 2024 (except as may be sought from the Withheld Distribution or the
Supplemental Contribution, as outlined in Section 2.a.i.l-2, which will not affect the
distributions to the Departing Members) or from any Departing Member at any time.

12. Sole Entitlement. The settlement consideration described in this Agreement

shall constitute the sole consideration for this settlement. The Parties and their counsel
acknowledge and agree that no other moneys or benefits are owed to them related to the Action
and other matters settled hereby, except as set forth in this Agreement.

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13. Authority to Settle. Each Party warrants that it has the power, right, and
authority to settle the matters settled hereby and to release fully and completely all of its
respective Released Claims.

14. Confidentiality. The Parties expressly acknowledge, understand, and agree that,
as an integral and material term of this Agreement and in consideration for this Agreement, the
Parties and their counsel will not disclose to any third party the content, context or information
referenced in Sections l.b, l.d, l.e, Eg, l.q, l.t, 2.b, 5(v), 6(iv), 7(v) or Exhibit A (“Confidential
Information”), including any cross-references to the content of those Sections in this Agreement,
except as required by law. The Parties agree that the disclosure of this information would cause
substantial competitive harm to the Conference and each of the Schools, would prejudice the
Conference’s and each of the School’s respective or joint defenses of active and potential
litigation matters, and would violate the vital joint interests of the Parties in the defense of
litigation. The Parties further agree that this information is only being shared with the
understanding that it be kept strictly confidential. Notwithstanding anything to the contrary
herein, in no event shall any Party be obligated to defend any litigation against it seeking
information about any of the terms of this Agreement (including the Confidential Information)
pursuant to applicable freedom of information or public records laws. In the event a Party is
required by law to disclose the Confidential Information to any third party, such disclosing Party
shall, to the extent permitted by law, provide notice to all other Parties that the disclosing Party
will release Confidential Information with sufficient time for any other Party to petition a court
for relief, and in any event, at least ten (10) business days prior to release of the Confidential
Information.

15. Cooperation. The Parties agree to cooperate fully, to negotiate, execute, and
deliver such supplementary documents, and to take such additional actions, which reasonably
may be necessary or appropriate to give full force and effect to the terms and intent of this
Agreement without the receipt of further consideration.

16. Successors in Interest. The Parties agree that this Agreement shall be binding
upon the Parties, and, as applicable, upon their heirs, executors, administrators, dependents,
predecessors, successors in interest, subsidiaries, divisions, alter egos, affiliated corporations and
related entities, assignees, and their past or present officers, directors, partners, employees,
attorneys, assigns, agents, representatives, and any or all of them. Except as agreed in writing by
each of the Remaining Members, no change in the membership of the Conference, including the
dissolution of the Conference or the admission to the Conference of additional members, shall
have any adverse effect on the rights of the Conference or the Remaining Members under this
Agreement.

1 7. Assignment. Each Party warrants and represents that it has not assigned or
transferred to any other person any of the Released Claims. Each Party further represents that it
will not seek to assign or otherwise transfer the Released Claims to any other person and
stipulates that any attempted transfer or assignment of the Released Claims is void and of no
legal effect. Except as expressly set forth herein, all rights of the Conference hereunder may be
assigned by the Conference for the benefit of the Remaining Members, without the consent of
the Departing Members.

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18. Entire Agreement; Amendment. This Agreement contains the entire agreement
and understanding concerning the agreement between the Parties relating to the subject matter
hereof. Each of the Parties to this Agreement acknowledges that no other Party to this
Agreement, nor any agent or attorney of any such Party, has made any promise, representation,
or warranty, express or implied, not contained in this Agreement to induce any Party to execute
this Agreement. Each Party expressly agrees that this Agreement may not be altered, amended,
modified, or otherwise changed in any respect, except by a writing duly executed by all of the
Parties or their successors or assigns in interest. This Agreement is a fully integrated contract.

19. Advice of Counsel. Each Party represents that it has been represented, or has had
the opportunity to be represented, by independent legal counsel of its own choice, throughout all
of the negotiations that preceded the execution of this Agreement. Each Party acknowledges that
it has read this Agreement and assents to all the terms and conditions contained in this
Agreement without any reservations and that it has had, or has had the opportunity to have had,
the same explained to it by its own counsel, who have answered any and all questions which
have been asked of them, or which could have been asked of them, with regard to the meaning of
any of the provisions of this Agreement.

20. Nou-Reliance. The Parties and their counsel expressly disclaim that they have
relied on any statement, written or oral, not included within this Agreement.

21 . Enforceability. The Parties understand and agree that this Agreement was
entered into in the context of settlement discussions and is fully enforceable. The Parties agree
to not challenge this Agreement as illegal, invalid, or unenforceable.

22. Dispute Resolution.

a. Governing Law. The laws of the State of California shall govern all issues
relating to the enforcement, interpretation, validity, and effect of this Agreement, without
giving effect to choice or conflicts of law provisions or rules (whether of the State of
California or any other jurisdiction).

b. Dispute Resolution by Special Master. Except for the disputes expressly

identified in Section 22.c., any dispute between the Parties arising out of or relating to
this Agreement, including any claim for enforcement of this Agreement or any claim
arising out of a breach of this Agreement, shall be submitted to Eric Green, who will act
as Special Master with respect to enforcing the terms of this Settlement Agreement. If
Eric Green is unavailable, the Parties shall in good faith agree to the appointment of
another Special Master.

i. In the event a dispute is submitted to the Special Master, the

Special Master will notify all Parties in writing within three (3) business days of
submission of the dispute.

ii. The Special Master will first attempt to mediate the dispute
between the Parties. If mediation is unsuccessful, the Special Master will decide
the dispute between the Parties. With respect to the interpretation of this
Agreement and the determination of any breach, the Special Master will apply the

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laws of the State of California without regard to its principles of choice of law.
The Special Master may adopt procedures for resolving any dispute submitted to
the Special Master, including but not limited to requiring briefing from the
Parties, hearing witness testimony, and/or hearing argument from counsel for the
Parties, as the Special Master deems appropriate. The decision of the Special
Master will be final and binding on the Parties, and the Special Master’s award
will be the exclusive remedy between the Parties with respect to all claims and
issues arising out of the transaction(s) or occurrence(s) at issue, whether or not
presented to the Special Master, with the exception of Section 22(c) below.

iii. Nothing herein shall prevent any Party from seeking relief in aid of
enforcing dispute resolution under this Section. A prevailing Party is entitled to
confirmation of the Special Master’s decision in a court of competent jurisdiction,
and may seek damages for the failure of any Party to respect the Special Master’s
award or injunctive or other equitable relief to enforce the Special Master’s
award.

iv. The Special Master’s fees will be borne equally by the parties to
the dispute.

c. Litigation Authorized. In addition to the remedies provided above, the

Parties may pursue remedies in a court of competent jurisdiction as to the following
claims arising out of a breach of this Agreement without resort to the Special Master
procedure described in Section 22.b.

i. The Conference may assert a claim against a Departing Member to

collect its Supplemental Contribution payable pursuant to Section 2.a.i.2;

ii. The Conference may assert a claim to enforce its right to amounts
payable by a Departing Member pursuant to Section 2.b.;

iii. Any Departing Member may assert a claim to collect (y) its
distribution of Fiscal Year 2024 Conference Net Revenue pursuant to Section 2. a,
and (z) any Delayed Revenue or insurance recoveries payable to it pursuant to
Section 2.b; and

iv. The Conference or Remaining Members may assert a claim for an

injunction, damages, or other remedy related to any attempted dissolution by the
Departing Members, as set forth in Section 3.d.

23 . Execution of Documents. This Agreement may be executed in one or more

counterparts, each of which shall be an original as against any Party who signed it, and all of
which shall constitute one and the same document. Signatures to this Agreement may be
facsimile or electronic, and such signatures, and true and correct copies thereof (including any
copy on physical paper or electronically stored in .pdf, .tiff., .jpg, etc. formats), shall be deemed
effective as original signatures.

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24. Construction. The following provisions shall be applied where appropriate

herein: (a) the words “including” and “include” and other words of similar import shall be
deemed to be followed by the phrase “without limitation” and shall not be limited by any
enumeration or otherwise; (b) the term “or” shall be deemed to mean “and/or”, except where
otherwise required by the context; (c) any references herein to a particular section, article, exhibit
or schedule means a section or article of, or an exhibit or schedule to, this Agreement unless
another document is specified; and (d) the symbol “$” and word “Dollars” shall mean dollars of
the United States of America.

25. No Prejudice to the Drafter. Each Party has had a full and complete opportunity
to review this Agreement and make suggestions or changes, as has counsel for each Party.
Accordingly, each Party understands that this Agreement is deemed to have been drafted jointly
by the Parties, and the Parties agree that the common law principles of construing ambiguities
against the drafter shall have no application. This Agreement should be construed fairly and not
in favor of or against one Party as the drafter.

26. Severability of Agreement. If any provision of this Agreement or portion

thereof is held by a court or adjudicatory body of competent jurisdiction to be invalid, void, or
unenforceable for any reason, the remaining provisions and portions hereof shall remain valid
and enforceable, unless the provision or portion thereof found to be unenforceable is of such
material effect that this Agreement cannot be performed in accordance with the intent of the
Parties in the absence of any such provision.

27. Authorization to Execute Agreement. The undersigned signatories represent

that they are fully authorized to execute and deliver this Agreement on behalf of the Party on
whose behalf they have signed the Agreement.

28. Effective Date. This Agreement shall be effective when it is fully executed by all
Parties and/or their respective counsel. To the extent the Parties or their respective counsel
execute this Agreement on different days, the Effective Date shall be the date of the last
signature of the Parties and/or their respective counsel.

29. Good Faith Settlement. The Parties agree that the amount paid and the other
terms of this Agreement were negotiated at arm’s length and in good faith by the Parties, and
reflect a settlement that was reached voluntarily after consultation with experienced legal
counsel.

30. Voluntary Agreement. The Parties state that they are fully competent to manage
their business affairs, that they have carefully read this Agreement, that they fully understand its
final and binding effect, that the only promises made to them to sign this Agreement are those
stated and contained in this Agreement, that they have had an opportunity to discuss this
Agreement with their respective attorneys, and that they are signing this Agreement knowingly
and voluntarily.

[Signature pages follow]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set
forth below.

Dated: March , 2024 PAC-12 CONFERENCE

By: TERESA GOULD

Dated: March , 2024 COMMISSIONER OF THE PAC-12

TERESA GOULD

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SETTLEMENT AGREEMENT
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set
forth below.

Dated: March , 2024 WASHINGTON STATE UNIVERSITY

By:

Dated: March , 2024 OREGON STATE UNIVERSITY

By:

SIGNATURE PAGE
SETTLEMENT AGREEMENT
 Execution Version

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set
forth below.

Dated: March , 2024 ARIZONA BOARD OF REGENTS,

for and on behalf of the University of Arizona

By:

SIGNATURE PAGE
SETTLEMENT AGREEMENT
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set
forth below.

Dated: March , 2024 ARIZONA STATE UNIVERSITY

By:

SIGNATURE PAGE
SETTLEMENT AGREEMENT
 Execution Version

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set
forth below.

Dated: March , 2024 UNIVERSITY OF CALIFORNIA, BERKELEY

By:

Dated: March , 2024 UNIVERSITY OF CALIFORNIA, LOS ANGELES

By:

SIGNATURE PAGE
SETTLEMENT AGREEMENT
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set
forth below.

Dated: March , 2024 UNIVERSITY OF COLORADO, BOULDER

By:

SIGNATURE PAGE
SETTLEMENT AGREEMENT
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set
forth below.

Dated: March , 2024 UNIVERSITY OF OREGON

By:

SIGNATURE PAGE
SETTLEMENT AGREEMENT
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set
forth below.

Dated: March , 2024 UNIVERSITY OF SOUTHERN CALIFORNIA

By:

SIGNATURE PAGE
SETTLEMENT AGREEMENT
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set
forth below.

Dated: March , 2024 STANFORD UNIVERSITY

By:

SIGNATURE PAGE
SETTLEMENT AGREEMENT
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set
forth below.

Dated: March , 2024 UNIVERSITY OF UTAH

By:

SIGNATURE PAGE
SETTLEMENT AGREEMENT
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set
forth below.

Dated: March , 2024 UNIVERSITY OF WASHINGTON

By:

SIGNATURE PAGE
SETTLEMENT AGREEMENT
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Exhibit A