CURRENT STUDENT-ATHLETE GROUP LICENSING AUTHORIZATION & ASSIGNMENT (“Agreement”)

1. Ohio State University (“Organization”), through its Department of Athletics, desires to make available a third-party, voluntary Group Licensing Program to its current student-athletes (“Athletes”) in light of recent changes in federal and state law and NCAA rules governing an Athlete’s “name, image and likeness” (“NIL”). The Group Licensing Program, as defined below, is intended to celebrate the connection between Organization and Organization Athletes and also to provide both an opportunity and a mechanism for those Athletes to benefit from licensing their NIL in accordance with NCAA rules and Ohio state law and in conjunction with the Organization’s official trademarks and logos. Rare Goods, Inc., a Delaware corporation (“Rare Goods”) will work on behalf of current Organization Athletes to create and manage this Collegiate Group Licensing Program. Rare Goods is a software company chiefly in the business of minting and selling officially branded Digital Collectibles, limited edition blockchain-backed products, digital products and services, and Non-fungible Tokens, which are a unit of data stored and tracked on a digital ledger or “Blockchain” that certifies a digital asset as unique and, therefore, not interchangeable (“NFTs”), through its proprietary marketplace.

1. The undersigned, an Athlete enrolled with Organization, hereby grants and assigns to Rare Goods and its licensing affiliates during the term only of this Agreement, the worldwide right to use all or any combination of the undersigned’s name, nickname, initials, autograph/signature, facsimile, voice, caricature, photograph, portrait, picture, image, likeness, jersey number, statistics, data, biographical information or any other identifiable feature (collectively known as “Athlete Attributes”) in all digital and blockchain-backed products created and/or sold by Rare Goods on behalf of or in partnership with the Organization. “Collegiate Group Licensing Programs” are defined as those licensing or sponsorship programs in which a collegiate licensee or collegiate sponsor uses the Athlete Attributes of three (3) or more current Organization Athletes from one sport or six (6) or more from multiple sports, in combination with Organization trademarks and logos. 

1. Please note that this Agreement does not limit an Athlete’s right to grant the use of his/her individual Athlete Attributes or individual NIL for publicity, advertising, or other commercial purposes, except that such individual grants will not preclude the undersigned also from being covered by the Collegiate Group Licensing Programs granted by Rare Goods. This Agreement also does not limit the Athlete’s right to join with other Athletes to grant the group use of their NIL for publicity, advertising or other commercial purposes if any such other group NIL grant does not involve any use or co-branding of any kind of Organization’s own IP or property (such as trademarks, logos, jerseys, names, nicknames, etc.).

1. The focus of the Collegiate Group Licensing Programs will be co-branded licensing opportunities involving groups of Athletes’ NIL along with Organization’s IP for use in conjunction with NFTs. Royalties for such opportunities will be allocated as follows: for all Collegiate Group Licensing Programs the Athletes shall receive 25% (twenty-five) percent of the net profit generated by Rare Goods from all sales and resales of NFTs in which the Athlete Attributes appear derived from the programs shall be apportioned and distributed on a pro rata basis based upon the usage of each individual Athlete on licensed products or promotions. If it is not possible to identify individual usage, then revenue will be divided equally among the Athletes included in each licensing program. All royalty payments, together with a detailed report, will be made within thirty (30) days of the last date of each calendar quarter. Notwithstanding the foregoing, Athlete agrees that resale royalties shall be paid during the term of this Agreement and for two years after termination, after which point no further resale royalties shall be owed.  

1. In consideration for this authorization and assignment of such rights set forth herein, Rare Goods agrees to (a) act in good faith and in the best interests of the Organization Athletes; and (b) abide by applicable federal and state law, along with NCAA and Organization rules and policies, including but not limited to the Governor’s Executive Order 2021-10D, the NCAA’s Interim NIL Policy, and Organization’s Student Athlete NIL Compensation Policy. Rare Goods makes no representation regarding individual or other group licensing programs or matters other than those expressed herein. This Agreement shall be construed under Ohio law without reference to its conflict of laws principles with proper venue in the courts of Franklin County, Ohio. The undersigned Athlete also agrees to abide by applicable federal and state law, along with NCAA and Organization rules and policies, including but not limited to the Governor’s Executive Order 2021-10D, the NCAA’s Interim NIL Policy, and Organization’s Student Athlete NIL Compensation Policy.

1. Barring a breach by Rare Goods, this Agreement shall expire automatically upon conclusion of the Athlete’s collegiate athletic eligibility. The undersigned may opt out of this Agreement on the anniversary of date of its execution, providing written notice of termination has been made to Rare Goods at Rare Goods Perk 2175 North West Raleigh Street, Suite 110, Portland, Oregon 97210 at least 15 days prior to that anniversary date. Use of Athlete Attributes in Collegiate Group Licensing Programs executed before a player provides a notice of termination will be allowed to continue until the expiration of those specific Programs. Upon the expiration of the Athlete’s collegiate athletic eligibility, he or she may opt into a similar group rights program for former Organization athletes.

1. During the term of this Agreement, Athlete shall not commit any act or do anything which might reasonably be considered: (a) to be immoral, deceptive, scandalous or obscene; or (b) to injure, tarnish, damage or otherwise negatively affect the community and/or the reputation and goodwill associated with Rare Goods. If the Athlete is accused of any act involving moral or ethical issues, dishonestly, theft or misappropriation, under any law, or any act which casts an unfavorable light upon its association with the community or the Athlete is accused of performing or committing any act which could adversely impact Rare Good’s events, programs, services, or reputation, Rare Goods shall have the right to terminate this contract. The determination of the foregoing shall be in Rare Goods reasonable and sole discretion.

1. While Rare Goods can track all NFT resales on its own platform, because of the nature of blockchain transactions across platforms, it cannot guarantee that it can track and collect Resale Royalties for all resales on all third-party platforms. However, for any NFT resale on a third-party platform that for which Rare Goods is able to track and collect Resale Royalties, Rare Goods will pay the Resale Royalties to Athlete. Rare Goods will take all commercially reasonable steps to identify NFT resales on third-party platforms and to track and collect related Resale Royalties and pay the Resale Percentage to Athlete. For the avoidance of doubt, Rare Goods expressly disclaims any warranty of its ability to track resales of NFTs on third- party platforms and collect and pay revenue related to such NFT resales. Rare Goods and Athlete each warrant that it will not take any action or encourage any other party entity to take any action that would allow for resale of the NFTs minted by Rare Goods to be resold in any manner that would bypass the royalty calculation and repayment aspects of such NFTs.  Rare Goods acknowledges that all royalties for initial sale and resale shall only be paid to Rare Goods if such sale occurred during the Term. 

1. I UNDERSTAND THAT SIGNING THIS AGREEMENT AND PARTICIPATING IN THIS GROUP LICENSING PROGRAM ARE PURELY VOLUNTARY.

1. 10.IFICHOOSETOSIGNTHISAGREEMENT,THENDURINGTHETERMOFTHISAGREEMENT RARE GOODSSHALL REPRESENT MY GROUP NIL RIGHTS ONLY IN ANY CO-BRANDED LICENSING THAT ALSO INCLUDES THE ORGANIZATION’S IP.

1. I AGREE THAT I AM FREE TO CONSULT WITH OR HIRE MY OWN PERSONAL AGENT OR ATTORNEY REGARDLESS OF WHETHER I SIGN THIS AGREEMENT, AND THAT I MAY SEEK ADDITIONAL INFORMATION AT ANY TIME FROM MY OWN AGENT OR ATTORNEY AND FROM RARE GOODS.

1. I RECOGNIZE THAT THIS AGREEMENT DOES NOT RESTRICT OR PREVENT ANY OF MY EXISTING OR FUTURE, INDIVIDUAL NIL AGREEMENTS.

1. I ACKNOWLEDGE THAT THIS AGREEMENT DOES NOT RESTRICT ANY OF MY EXISTING GROUP NIL AGREEMENTS NOR ANY SUCH FUTURE NIL AGREEMENTS THAT DO NOT ALSO INCLUDE THE ORGANIZATION’S CO- BRANDED IP.

1. I UNDERSTAND THAT A THIRD PARTY, Rare Goods, IS CREATING THIS OPPORTUNITY AND MECHANISM FOR ME TO FURTHER EXERCISE MY NIL RIGHTS, AND THAT THE ORGANIZATION IS NOT PAYING COMPENSATION NOR CAUSING COMPENSATION TO BE PAID TO ME.

1. I AGREE THAT MY NIL LICENSING SHALL BE COMMENSURATE WITH THE VALUE OF MY NIL AND SHALL BE PAID BY THIRD PARTY LICENSEES THROUGH RARE GOODS TO ME.

1. I CONFIRM THAT NO COMPENSATION SHALL BE PAID OR ACCEPTED IN VIOLATION OF THE LAW OR NCAA OR ORGANIZATION RULES, AND THAT IN PARTICULAR, NO COMPENSATION SHALL BE PAID TO ME AS A REWARD OR INDUCEMENT FOR ANY ATHLETIC PARTICIPATION OR PERFORMANCE OR FOR MY ENROLLMENT OR CONTINUED ENROLLMENT AT THE ORGANIZATION.

Additional thoughts:

• Clarify SA cannot use or assign Organization IP
• Terminates when SA fails to be a member of the Organizations team or not enrolled at the Organization