CCO-17171

Advertising Agreement between

Wasatch IT
and
SEG Basketball, LLC

Licensor Initial {{Int_es_:signer2:initials}}

CGB
Licensee Initial {{Int_es_:signer1:initials}}
BF
 CCO-17171

ADVERTISING AND PROMOTION AGREEMENT

SEG BASKETBALL, LLC
301 WEST SOUTH TEMPLE
SALT LAKE CITY, UT 84101
(801) 325-2500

ADVERTISER: Wasatch IT

ADDRESS: 68 South Main, Floor #3

Salt Lake City, UT 84101
,
CONTACT: Bahar Ferguson
TELEPHONE: (801) 983-3671 Ext. 132
EMAIL: [email protected]

This Agreement for advertising and promotion is made between SEG BASKETBALL, LLC, (SEG) and Wasatch IT
(Advertiser) (collectively, the Parties).

SEG is the authorized marketing representative with respect to advertising and promotion for the Utah Jazz, 1280
The Zone, Salt Lake Bees, Salt Lake City Stars, Vivint Arena and Jazz Gaming. As outlined below, SEG will
provide the following advertising time and/or naming and sponsorship rights, space for signage, and promotional
and merchandising opportunities on an annual basis.

1. SCOPE OF ADVERTISING AND PROMOTIONAL BENEFITS. SEG will provide Advertiser the following:

I. SMITH ENTERTAINMENT GROUP

A. Utah Jazz Tickets
B.
i. Section 18 Row C Seats 15 – 16. Advertiser will receive two (2) Toyota Club tickets for all pre-season
and regular season Utah Jazz home games. Includes one (1) VIP parking pass for every two tickets and
access to the level 2 dining club.
ii.
iii. Ford Fan Zone Season Tickets. Advertiser will receive six (6) Ford Fan Zone season tickets in section
102 row 15 seats 1 - 6 each year of the agreement.

Ticket Credit. Advertiser shall have a ticket credit of $3,500 each year of the agreement to use at their
discretion for purchasing single game Utah Jazz tickets.
iv.
UTAH JAZZ
C.
D. Proud Partner & Intellectual Property

Licensor Initial {{Int_es_:signer2:initials}}

CGB
Licensee Initial {{Int_es_:signer1:initials}}
BF
CCO-17171

E.
i. See Intellectual Property as outlined in section 14 of the agreement
F.
G. Feature: Video Board
i.
Advertiser shall receive one (1) in-game video board feature for a minimum of seven (7) games to include:

! One (1) video board integration with fan engagement component (Ex. “Caption This”) for each game
to be posted a minimum of two (2) times during each game.
! One (1) twitter post in advance of each game with the same fan engagement component.
! One (1) PA announcement promoting the feature.
! Logo or brand on all upper LED signage. Upper LED signage includes the upper LED ring,
scoreboard LED Halo, and upper LED portals. May use animation on the upper LED ring and
scoreboard halo.
! In-arena integration and twitter posts to promote fan engagement with a call to action and incentive to
utilize a specified social media hashtag from which one post will be selected to receive a $100 gift
card.
! JBI will follow all social media rules and guidelines as set by each platform. Content and/or style of
posts may be revised at anytime without notice to ensure adherence to those standards. Feature
includes:

Advertiser shall receive one (1) in-game video board feature for a minimum of seven (7) games to include:

! One (1) video board integration with fan engagement component (Ex. “Wasatch IT Screen Saver”) for
each game.
! One (1) PA announcement promoting the feature.
! Logo or brand on all upper LED signage. Upper LED signage includes the upper LED ring,
scoreboard LED Halo, and upper LED portals. May use animation on the upper LED ring and
scoreboard halo.
! In-arena integration to promote fan engagement with a call to action and incentive to utilize a
specified social media hashtag from which one post will be selected to receive a $100 gift card.

Advertiser shall receive one (1) in-game video board feature for a minimum of seven (7) games to include:

! One (1) video board feature incorporating the Advertiser’s video series (Ex. Wasatch IT Un”bear”able
IT video series”) for each game.
! Logo or brand on all upper LED signage. Upper LED signage includes the upper LED ring,
scoreboard LED Halo, and upper LED portals. May use animation on the upper LED ring and
scoreboard halo.

H.
I. Events: Experiential
i.
ii. One (1) customized pre or post Utah Jazz game VIP networking event to be jointly determined by the
Advertiser and the Utah Jazz.
J.
K.
L. Promotions: In-Arena
i.
ii. Utah Jazz Sponsor of the Night. Will receive one (1) Utah Jazz Game Night Sponsorship. Sponsor of
the Night includes:

- Message and graphics featured on Sponsor of the Night Concourse Video Network (CVAN) Signage for 30
minutes exclusively pre-game, 2 hour in game rotation with other CVAN sponsors, and 30 minutes exclusively

Licensor Initial {{Int_es_:signer2:initials}}

CGB
Licensee Initial {{Int_es_:signer1:initials}}
BF
CCO-17171

post-game. Advertiser may change graphics up to three (3) times a year without incurring additional fees.
Changes exceeding three (3) may incur a fee.

- Logo or brand on non-gametime courtside LED signage. The courtside package will include the scorer's
table, baseline, courtside vomitory, courtside suite vomitory, and the level 2 club vomitory. Package also
includes stanchion LED signage for partners outside financial category.

- One (1) in-game radio feature.

- One (1) in-game "Thurl's Thoughts" television feature.

- Two (2) video board features during the sponsored game. Video board feature includes:

- PA announcement.

- Logo on the video board.

- Logo or brand on non-game upper LED signage. Upper LED signage which includes the upper LED ring,
scoreboard LED Halo, and upper LED portals. May use animation on the upper LED ring and scoreboard
halo.

- Radio schedule on 1280 The Zone to promote Advertiser's sponsor night that consists of :15 second
commercials prior to Advertiser's game sponsorship.

- Logo on Instagram, Facebook, and Twitter pre-game infographic. Infographic includes match up information,
series records, last meeting, date, time etc.

- Logo inclusion on the halftime and post-game score on Instagram and Facebook.

- Logo inclusion on Q1, Q2, Q3 and final score on Twitter.

- Logo on the GameDay e-newsletter.

- Pencil ad on utahjazz.com homepage. 100% SOV for 24 hours.

- Fourteen (14) single-game lower bowl tickets for specified Sponsor of the Night Utah Jazz home game.

- Four (4) single-game club seats for specified Sponsor of the Night Utah Jazz home game. Includes VIP
parking and access to the level 2 club.

Salt Lake City Stars Sponsor of the Night. Will also receive one (1) game sponsorship for the Salt Lake
City Stars. Salt Lake City Stars sponsor of the Night includes:

- Logo ID displayed on the courtside scorer’s table.

- Logo ID displayed on the LED Video Board.

- Four (4) PA announcements.

- Logo on Instagram, Facebook, and Twitter pre-game infographic. Infographic includes match up information,
series records, last meeting, date, time etc.

- Logo inclusion on the halftime and post-game score on Instagram and Facebook.

Licensor Initial {{Int_es_:signer2:initials}}

CGB
Licensee Initial {{Int_es_:signer1:initials}}
BF
CCO-17171

- Logo inclusion on Q1, Q2, Q3 and final score on Twitter.

- Branding on the homepage pop up ad.

- Content integration into one (1) Salt Lake City Stars E-Newsletter. Advertiser will be consulted on mutually
agreeable content to be written by SEM.

- $500.00 in radio credit to 1280 the Zone.

- Fifty (50) single game tickets and discount ticket code for company employees for sponsored game.
M.
N.
O.
P. Television: Spot
i.
TV Commercial Spot. Advertiser will receive forty (40) :30-second in-game commercials equally distributed
throughout the Utah Jazz regular season and played during the Utah Jazz television broadcast.

Video Production. The Utah Jazz and Advertiser to partner in the creation of a video series. Content to be
captured during one video shoot at the Advertiser’s offices or mutually agreed upon location and spliced in to
4 creative video segments (2 commercial cuts & 2 arena/social cuts) that will be utilized in a combination of
TV commercials, in-arena promotion and on social media. Video scripts to be crafted by the Utah Jazz
creative team and presented to the advertiser at a later date. Utah Jazz may choose to contract video shoot
with a third party.

(Ex. Jazz Bear video series featuring Un"bear"able IT challenges for which Wasatch IT provides "winning"
solutions).

Q. Digital: Social Media

R.
i. Social Content Series. Logo/advertiser recognition utilizing the video content series on the Utah Jazz
Bear Instagram and TikTok channels. Content will be posted to Utah Jazz Bear followers a minimum of six (6)
times per season. JBI will follow all social media rules and guidelines as set by each platform. Content and/or
style of posts may be revised at anytime without notice to ensure adherence to those standards.

2. ENTIRE AGREEMENT: All agreements and understandings between the Parties are set forth in this
Agreement and no other representations, terms, conditions or promises (whether verbal or otherwise) have been
made or agreed upon by any of the Parties hereto. No one is authorized to modify this Agreement unless it is
signed by authorized representatives of the Parties hereto. This Agreement shall be binding upon and inure to the
benefit of the heirs, personal representatives, and successors in interest of the Parties hereto. This Agreement is
non-cancelable by Advertiser.

3. ADVERTISING STANDARDS: All advertising must conform to the policies of SEG, its principals, the broadcast
station, and to professional standards of advertising. In the event Advertiser’s script, copy, or tone do not conform
to these policies, SEG shall have the right to reject or edit all advertising material to the extent necessary to
conform to such policies, and the Advertiser shall be responsible to furnish substitute advertising prior to the next
scheduled advertisement, all without refund or credit on the Net Amount. Advertiser shall furnish all script or copy
in writing and video or audio tape recordings as reasonably required by SEG. All material and code traffic
instructions shall be delivered to SEG at least forty-eight (48) hours prior to broadcast, publication, or printing,
unless otherwise requested by SEG. Failure to deliver such instructions at a time or in the manner requested
shall be the Advertiser’s loss and shall result in no reduction or adjustment to the contract rate stated herein.
SEG will make best efforts to utilize all professional broadcasting standards of product separation to enhance the

Licensor Initial {{Int_es_:signer2:initials}}

CGB
Licensee Initial {{Int_es_:signer1:initials}}
BF
CCO-17171

Advertiser’s commercial effectiveness. The Advertiser shall provide all materials, talent, and other production
facilities for its advertisements and the textual content and quality of all advertising shall be the responsibility of
the Advertiser. Advertiser expressly acknowledges and agrees that if certain events (including but not limited to
the NCAA Basketball Tournament, political conventions and any Olympic Games events, including qualifying
events) are awarded to the Vivint Arena, or Smith’s Ballpark any signage component of this Agreement may, at
the sole discretion of SEG, be suspended for the duration of such events, without refund or adjustment to
Advertiser’s Net Amount due. Notwithstanding anything to the contrary in this Agreement, should a dispute arise
between Advertiser and SEG with respect to the location of any signage, the specific location of any signage at
Vivint Arena, or Smith’s Ballpark will be determined by SEG, in its sole discretion.

4. COMPLIANCE WITH LAWS: This Agreement is subject to all federal, state, and local laws and regulations as
well as decisions, actions, and orders of the Federal Communications Commission, is subject to the terms of any
broadcast license held by any broadcaster (radio, television, or cable), is subject to the Constitution, By-laws,
rules, and regulations of the National Basketball Association (NBA) as they presently exist or as they may be
amended from time to time, the Pacific Coast League (PCL) & Minor League Baseball (MiLB) as they presently
exist or as they may be amended from time to time and is subject to any contracts now existing or which are
hereafter created between SEG, and other parties and which contracts pertain to the granting of product
advertising exclusivity to those other parties. Pursuant to NBA rules, certain courtside assets, such as LED
signage, stanchion branding, and apron branding, will not be activated during nationally televised Utah Jazz
games.

5. INDEMNIFICATION ADVERTISING: The Advertiser shall indemnify and hold harmless SEG and its entities as
listed above, the NBA, the PCL, and MiLB from and against any and all claims, damages, losses or liability,
including claims for any type of product, copyright, trademark, or other infringement, together with attorney’s fees
and expert witness fees and all costs, arising out of any claims, actions or proceedings based upon the
Advertiser’s advertising or promotion including but not limited to claims for libel, slander, invasion of privacy,
infringement of copyright or license, unfair or improper trade limitation or practices. This indemnity specifically
extends to the broadcasting and publication of such advertisements.

6. INDEMNIFICATION PRODUCT DISPLAYS: Should Advertiser display product at a SEG venue, Advertiser
agrees to indemnify, defend and hold SEG, its employees and agents harmless from and against all demands,
claims, causes of actions, fines, penalties, damages (including consequential damages), liabilities, including
attorney fees that may be incurred in connection with or arising from the grant of permission and display of
Advertiser's product. Advertiser also agrees to abide by all applicable building codes and fire codes and further
agrees to maintain proper insurance on display item.

7. ADVERTISER PROVIDED INSURANCE. Advertiser represents and warrants that it shall obtain and/or
maintain, at its expense, adequate advertising and liability insurance policies during the term of this Agreement to
cover all activities undertaken by or on behalf of Advertiser in connection with the SEG, including, without
limitation, the following insurance policies:

a. General Liability insurance with limits not less than $1,000,000 each occurrence and $2,000,000 in the
aggregate. Such insurance shall include coverage for contractual liability, products-completed
operations, personal and advertising injury, premises damage, legal liability, liquor liability (if applicable),
property damage and bodily injury liability (including death);
b. Auto Liability and Physical Damage insurance covering liability arising out of the use, operation or
maintenance of any vehicle (whether owned, non-owned, leased, hired or borrowed) by Advertiser, with
limits not less than $1,000,000 each accident combined single limit for bodily injury and property damage;
c. Workers Compensation insurance covering Advertiser’s employees with limits as required by statutory
law, including Employer’s Liability coverage with limits not less than $1,000,000 each accident,
$1,000,000 disease-each employee and $1,000,000 disease-policy limit;
d. Umbrella and/or Excess Liability insurance with limits not less than $3,000,000 each occurrence shall
apply in excess of and on a following form basis to the primary Commercial General Liability, Automobile
Liability and Employer’s Liability policies; and

Licensor Initial {{Int_es_:signer2:initials}}

CGB
Licensee Initial {{Int_es_:signer1:initials}}
BF
CCO-17171

e. Any other insurance necessary and appropriate for the covering the Advertiser’s business operations and
obligations pursuant to this Agreement.

8. ASSIGNMENT: This Agreement may not be assigned, licensed or resold by the Advertiser without the written
consent of SEG. No product other than the one specified on the front of this Agreement shall be advertised by
SEG unless SEG shall give its written consent to a change of the product.

9. ATTORNEY FEES: If any claim, legal action, or other proceeding is brought by either party to enforce any
provision of this Agreement or to collect any payment due hereunder, the prevailing party shall be entitled to
recover all of its reasonable attorney’s fees, expert witness fees and other costs incurred in the enforcement of
this Agreement, whether or not a lawsuit is actually filed, in addition to any other relief to which the party may be
entitled.

10. TERMINATION: SEG may cancel this Agreement (a) in the event payment is not received by the due date or
(b) upon thirty (30) days written notice.

11. UNCONTROLLABLE CIRCUMSTANCES: Any failure, interruption, or delay by SEG in providing any of the
benefits contemplated herein, including but not limited to advertising, sponsorship, hospitality and/or promotional
elements, either in whole or in part, shall not constitute a breach of this Agreement by SEG or in any way entitle
Advertiser to terminate or cancel this Agreement. Advertiser’s sole remedy in the event of a failure, interruption,
or delay in any of the benefits under this Agreement shall be limited to, at the sole discretion of SEG, a make-
good, a substantially similar substitute advertisement involving similar time or quality or a pro rata per game credit
on the Advertiser’s Net Amount due.

Additionally, neither SEG nor Advertiser shall be held liable for loss or damages, if and to the extent that such
failure, interruption, delay, loss or damage is caused by occurrences beyond the reasonable control of such party,
and its agents, employees, contractors, subcontractors and consultants, including, but not limited to acts of God
or the public enemy, expropriation or confiscation of facilities, compliance with any order or request of any
governmental authority or person purporting to act therefor, acts of declared or undeclared war, weapon of war
employing atomic fission or radioactive force, whether in the time of peace or war, public disorders, rebellion,
sabotage, revolution, earthquakes, tornadoes, floods, riots, strikes, labor or employment difficulties, delays in
transportation, epidemic, pandemic, inability of a party to obtain necessary materials or equipment or permits due
to existing or future laws, rules or regulations of governmental authorities, or any other causes, whether direct or
indirect, and whether or not of the same class or kind as those specifically above named, not within the
reasonable control of such party, or its agent, employees, contractors, subcontractors and consultants, and which
by the exercise of reasonable diligence said party is unable to prevent.

12. VALUE IN KIND: All value in kind (VIK) payments shall be valued at the lowest rates generally made available
by Advertiser to third parties, and shall be delivered at Advertiser’s expense, with the understanding that any such
expense incurred by Advertiser shall not be credited toward Advertiser’s obligations in respect to VIK. Advertiser
shall be responsible for all taxes on VIK (and such amounts shall not be credited toward Advertiser’s VIK
obligation).

13. AUTHORIZATION: The persons signing this Agreement on behalf of their respective entities represents that
he/she has full power and authority to sign this agreement on behalf of and to bind their respective entity.

14. INTELLECTUAL PROPERTY: Advertiser acknowledges that the name and intellectual property and marks of
the entities comprising SEG possess special, unique and extraordinary characteristics that make difficult the
assessment of monetary damages that would be sustained as a result of Advertiser’s unauthorized use thereof,
and that irreparable injury could be suffered by SEG entities in the event of Advertiser’s unauthorized use thereof.
Advertiser therefore agrees that, in the event of Advertiser’s unauthorized use of any such intellectual property,
SEG may seek injunctive and other equitable relief, as appropriate, and Advertiser agrees that it shall not allege
in any such proceeding that the remedy of SEG at law is adequate. SEG shall retain all rights, title and interest in

Licensor Initial {{Int_es_:signer2:initials}}

CGB
Licensee Initial {{Int_es_:signer1:initials}}
BF
CCO-17171

all trade names, trademarks, logos, copyrights, ideas, concepts and other intellectual property owned, developed,
or conceived by SEG whether in connection with this Agreement or otherwise.

15. GOVERNING LAW AND VENUE: This Agreement shall be governed by the laws of the State of Utah. The
Advertiser consents and submits to the jurisdiction of the Third District Court in and for Salt Lake County, State of
Utah in any action to enforce any provision of this Agreement or to collect any payment due hereunder.

16. PLAYOFFS: Advertiser agrees to pay SEG, on a pro rata basis, for all advertising and promotion elements
described in paragraph 1 above applying to the Utah Jazz property, Salt Lake Bees property, or the Salt Lake
Stars Property or all properties listed herein for all post-season games. Payment is due within thirty (30) days
upon receipt of an invoice.

17. TERM: This Agreement shall be effective on October 1, 2021 and terminate on June 30, 2024. If Advertiser
is not in default under this Agreement as of January 1, 2024 (and at all times thereafter continues not to be in
default hereunder), the Advertiser shall be granted primary consideration to renew this Agreement at such terms
and conditions as determined solely by SEG. Said right of first negotiation, which is not a guarantee of a renewal,
shall commence January 1, 2024 (unless earlier if agreed to by the Parties) and shall continue through
February 1, 2024. If the terms of the renewal agreement are not agreed to by the Parties on or before February
1, 2024, then SEG may negotiate with any third party for the rights described in the Agreement for a term
beginning at the expiration of the Term.

18. COMPENSATION: As compensation for the benefits, rights and services provided by SEG under this
Agreement, Advertiser agrees to pay SEG the following compensation (the Compensation)

TOTAL NET INVESTMENT: $1,182,188.00

2021-2022 - Regular Season NET - $375,000

2022-2023 - Regular Season NET - $393,750
2023-2024 - Regular Season NET - $413,438

19. PAYMENT: The Compensation shall be paid in nine (9) installments in year one of the agreement, on the first
day of each month commencing on October 1 and running through June 1. Years two and three of the agreement
shall be paid in twelve (12) installments on the first day of each month commencing on July 1 and running through
June 1. Payment terms are subject to a credit approval. All delinquent accounts will be charged an interest rate of
1.5% per month (18% per annum). Advertiser authorizes us to call at any number they’ve provided or at any
number at which SEG reasonably believes that they can contact Advertiser, including calls to mobile, cellular, or
similar devices for any lawful purpose.

20. EXECUTION: This agreement may be executed in counterparts, each of which together shall be deemed to
have been executed simultaneously and for all purposes to be on Agreement, and such executed counterparts
may be effectively transmitted via fax or other electronic media.

THE PARTIES have executed this Agreement by their dully authorized representatives as of the effective date set
forth above.

Licensor Initial {{Int_es_:signer2:initials}}

CGB
Licensee Initial {{Int_es_:signer1:initials}}
BF
CCO-17171

AGREED BY AGREED BY ADVERTISER

SEG BASKETBALL, LLC

SELLER: Date: {{Dte_es_:signer2:date}}

Sep 19, 2021 Sep 17, 2021
PURCHASER: Date:{{Dte_es_:signer1:date}}

Signature: {{*Sig_es_:signer2:signature}}
Chris Bailey (Sep 19, 2021 10:28 MDT)
Signature: {{*Sig_es_:signer1:signature}}
Bahar Ferguson (Sep 17, 2021 15:32 MDT)

Print Name: {{*N_es_:signer2:fullname}}

Chris Bailey Bahar Ferguson
Print Name: {{*N_es_:signer1:fullname}}

Print Title: {{*Ttl_es_:signer2:title}}

Vice President of Business De President
Print Title: {{Ttl_es_:signer1:title}}

Licensor Initial {{Int_es_:signer2:initials}}

CGB
Licensee Initial {{Int_es_:signer1:initials}}
BF
EXHIBIT B