SPONSORSHIP AGREEMENT

By:

/s/ Bill Reinberger

By:

/s/ Brad Pyatt

Name:

Bill Reinberger

Name:

Brad Pyatt

Title:

VP Corp Sale

Title:

CEO

1.

Any failure, interruption, or delay in the execution of the Reds performance under this Agreement, in whole or in part, from fire or other casualty, the cancellation or rescheduling of any games, strikes, labor disputes, boycotts, epidemics, governmental restrictions, acts of God, or any other cause (each, a “Force Majeure Event”), shall not constitute a breach of this Agreement.

2.

This Agreement is the final, complete and exclusive statement and expression of the agreement between the parties hereto with relation to the subject matter of this Agreement, it being understood that there are no oral representations, understandings or agreements covering the same subject matter as this Agreement. This Agreement supersedes, and cannot be varied, contradicted or supplemented by evidence of any prior or contemporaneous discussions, correspondence, or oral or written agreement of any kind. This Agreement may not be modified except in a written document executed by both parties.

3.

No delay of or omission in the exercise of any right, power or remedy accruing to any party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of any future exercise of any right, power or remedy.

4.

Each party to this Agreement represents that it is a sophisticated commercial party capable of understanding all of the terms of this Agreement, that it has had an opportunity to review this Agreement with its counsel, and that it enters this Agreement with full knowledge of the terms of the Agreement.

5.

Notwithstanding any other provision of this Agreement, this Agreement, and any rights or exclusivities granted by the Reds hereunder, shall in all respects be subordinate to each of the following, as may be amended from time to time (collectively, “MLB Documents”): (i) any present or future agreements entered into by, or on behalf of any MLB Entity, including, without limitation, agreements entered into pursuant to the Major League Constitution, the American and National League Constitutions, the Professional Baseball Agreement, the Major League Rules, the Interactive Media Rights Agreement, and each agency agreement and operating guidelines among the Major League Baseball Clubs and an MLB Entity, or (ii) the present and future mandates, rules, regulations, policies, bulletins or directives issued or adopted by the Commissioner or the MLB entities. The issuance, entering into, amendment, or implementation of any of the MLB Documents shall be at no cost or liability to any MLB Entity or to any individual or entity related thereto. The territory within which Sponsor is granted rights is limited to, and nothing herein shall be construed as conferring on Sponsor rights in areas outside of, the Home Television Territory of the Reds, as established and amended from time to time. No rights, exclusivities or obligations involving the Internet or any interactive or on-line media (as defined by the MLB entities) are conferred by this Agreement, except as are specifically approved in writing by the applicable MLB Entity.

6.

Sponsor hereby acknowledges the proprietary nature of the Club Marks and the Reds Radio Marks. Sponsor further acknowledges that all rights, title, and interest to the Club Marks and Reds Radio Marks belong to the Reds. Sponsor agrees that during the Term and after the expiration or termination of this Agreement it shall refrain from any use of any of the Club Marks or Reds Radio Marks, any mark that is confusingly similar to any of the Club Marks or Reds Radio Marks, any mark that is dilutive of any of the Club Marks or Reds Radio Marks, and/or any mark that is likely to mislead the public into falsely believing that there is an affiliation or relationship between Sponsor and the Reds without first obtaining the Reds prior written consent. Sponsor further acknowledges that for purposes of this paragraph “use” includes, but is not limited to, trademark, fair, incidental, descriptive or functional uses.

7.

The Reds hereby acknowledge the proprietary nature of the Sponsor Marks. The Reds further acknowledge that all rights, title, and interest to the Sponsor Marks belong to Sponsor. The Reds agree that during the Term and after the expiration or termination of this Agreement, it will refrain from any use of any of the Sponsor Marks, any mark that is confusingly similar to any of the Sponsor Marks, any mark that is dilutive of any of the Sponsor Marks and/or any mark that is likely to mislead the public into falsely believing that there is an affiliation or relationship between Sponsor and the Reds without first obtaining the Sponsor’s prior written consent. The Reds further acknowledge that for purposes of this paragraph “use” includes, but is not limited to, trademark, fair, incidental, descriptive or functional uses. The license granted hereby to the Reds in the Sponsor Marks shall terminate upon expiration or termination of this Agreement.

8.

If Sponsor fails to pay any amounts owed hereunder, the Reds are hereby authorized at any time and from time to time, to the fullest extent permitted by law, and without prior notice to Sponsor, any such notice being expressly waived by Sponsor, to set off and appropriate and apply any and all amounts owed by the Reds to or for the credit or the account of Sponsor against any and all of the obligations of Sponsor now or hereafter existing or arising under this Agreement, whether direct or indirect, absolute or contingent, matured or unmatured, and irrespective of whether or not the Reds shall have made any demand under this Agreement. The rights of the Reds under this Section are in addition to other rights and remedies (including other rights of set-off) that the Reds may have. The Reds agree to notify Sponsor promptly after any such set off and appropriation and application; provided that the failure to give such notice shall not affect the validity of such set off and appropriation and application.

9.

If Sponsor was represented by an advertising agency in the purchase of the sponsorship which is the subject of this Agreement, Sponsor covenants and agrees that is shall be solely responsible for payment of any and all commissions to its agent. Sponsor acknowledges and agrees that the Sponsorship Fee is exclusive of any and all commissions which are due or may come due to agent as a result of entering into this Agreement.

10.

Neither party may assign its rights or delegate its duties under this Agreement without prior written consent of the other party.

11.

The parties will maintain in confidence all privileged and confidential information of the other parties and the terms and conditions of this Agreement except, to the extent necessary to implement the Agreement, and except that a proposed disclosure of any specific term or condition hereof by either party is authorized in advance by the other party, or required by applicable law.

12.

Except as otherwise provided in this Agreement, neither party will use the other party’s name, marks or logos without the prior written consent of the other party.

13.

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without respect to its conflicts of laws principles.

14.

This Agreement may be signed in any number of counterparts. It is not necessary that the parties sign any particular counterpart, only that the parties sign at least one counterpart for this Agreement to be enforceable by or against either party.

15.

If any provision of this Agreement shall be found by a court of competent jurisdiction to be invalid or unenforceable, such finding shall not affect the validity or enforceability of this Agreement as a whole or of any other provision of this Agreement.

16.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective executors, administrators, successors and assigns.

17.

Each party shall, at its sole cost, indemnify and defend the other and its affiliates, and their officers, directors and employees from and against any and all liability, cost, loss, damage, injury or expense, including reasonable attorneys’ fees, arising in connection with any claim made by a third party that (i) is proximately caused by a breach of any obligation, representation or warranty of the Indemnifying Party (as defined below) in this Agreement; or (ii) the Indemnifying Party’s services or products or their use, the web site(s) operated by the Indemnifying Party or their use, the marks of the Indemnifying Party or their use infringe upon any copyright, patent, trademark, trade secret or other proprietary or other right, contain material that is libelous or defamatory, invade any right of privacy or publicity, or otherwise violate any other right of any kind of any third party or any applicable law or regulation. The Indemnified Party (as defined below) shall: (i) promptly notify the Indemnifying Party in writing of any losses for which the Indemnified Party seeks indemnification; (ii) provide reasonable cooperation to the Indemnifying Party and its legal representatives in the investigation of any matter which is the subject of indemnification; and (iii) subject to this paragraph 16, permit the Indemnifying Party to have full control over the defense and settlement of any matter subject to indemnification. The Indemnified Party shall have the right to participate in the defense at its expense. Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party. If the Indemnifying Party directs the defense of any claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of such third party claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such third party claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding.

19.

This Addendum A shall survive the expiration or termination of the Agreement.

1.

State of Ohio, except for Cleveland and Youngstown ADI Ohio counties which consists of:

2.

State of Indiana, except for Chicago ADI Indiana counties which consists of:

4.

Charleston-Huntington, West Virginia ADI counties, which includes:

7.

Memphis, Tennessee ADI counties in Mississippi which includes:

1.

Unless otherwise specified in the Agreement, Sponsor shall furnish all copy, designs and artwork, including color designations, corrected, approved and scaled and in sufficient quantity for proper execution of display. The Reds shall use its reasonable best efforts to faithfully reproduce all designs within the limits of the designated manner of display.

2.

Unless otherwise specified in the Agreement, The Reds shall perform all maintenance required to keep panel displays in good and proper condition, as reasonably determined by the Reds.

3.

Displays shall be used for advertising or public relations purposes for the benefit of Sponsor only. Sponsor may not resell, either directly or indirectly, by assignment of this Agreement or otherwise, its rights hereunder to any other party. Sponsor may not display material advertising a product of a class in which the Reds have given another sponsor the exclusive right to so advertise.

4.

The Reds reserve the right before posting of any display, to censor, reject or remove any inappropriate copy, design or artwork submitted by Sponsor.

5.

Sponsor assumes full and complete responsibility for the content of all advertising displayed pursuant to this Agreement and shall indemnify and hold the Reds and its owners, officers, directors, employees and agents harmless from any claims, costs, expenses or damages by any party resulting from any allegation that any display posted pursuant to this Agreement that has been provided by Sponsor in accordance with paragraph 1 in this Addendum constitutes illegal or unfair competition or trade practice, contains infringement of trademarks or trade names, or constitutes a violation of rights of privacy or infringement of copyright or other proprietary rights or any other claim whatsoever arising out of a display’s character, contents or subject matter.

2.