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SPONSORSHIP AGREEMENT THIS SPONSORSHIP AGREEMENT (“Agreement”) is entered into as of January 1, 2016, by and between Marzocchi Suspension. (“Sponsor”), and NOXON BIKE (“Team”). RECITALS A. Team owns and manages professional bicycle racing, and / or multi-sport team currently known as Italian Marathon Tour and Trek Zerowind Challenge, which competes in professional cycling and / or multi-sport events ( Fabrizio Camaggi, Daniele Fabbri, Dario Persic, Fosca Vezzuli, Vincenzo Mento, Mauro Farolfi, Juri Battaglia members and racers also included in “Team”). B. Sponsor manufacturers and sells cycling products including those described in Exhibit A attached to this Agreement (collectively the “Products ”). C. Sponsor desires to sponsor the Team, and Team desires to accept such sponsorship, on the terms set out in this Agreement. Now, therefore, the parties agree as follows: AGREEMENT 1. Sponsorship. Sponsor hereby agrees to sponsor the Team, and Team hereby agrees to accept such sponsorship, on the terms and conditions set forth in this Agreement. 2.

Sponsor Contributions.

2.1. Products. Sponsor will provide the Team, through the Team designated “Team Manager”, during the Term of this Agreement with the quantities and types of Products described in Exhibit A. The Products described in Exhibit A will be shipped to a single reasonable location (“Destination”) as specified by the Team Manager and to the attention of the Team Manager. The Team Manager will be responsible for distribution of, and will distribute in accordance with this Agreement (including any additional shipping), the Products to the members of the Team. All freight, duty and insurance charges associated with shipment of Products to the Destination will be paid by Sponsor. Team will race on product and colors provided by Marzocchi Suspension, no changes to product allowed. 2.2. Sponsorship Payments and Contact Information. Subject to the terms and conditions of this Agreement Sponsor will make bonus and sponsorship payments to Team in the amounts and at the times described in Exhibit B (the “Payments and Contact Information”). 3.

Team Contributions.

3.1. Team Members. Team will comprise and field in competition a Competitive Cycling Team during the 2017 competition season. Comprising a “Competitive Cycling Team” means that Team members include at least two UCI World Cup competitors positioned by overall UCI points ranking in the top ten of ranked UCI competitors, where at least one of the at least two top ten competitors must have demonstrated World Cup event podium results, for the competition season prior to the Team fielding competition season and further where, absent material injury, each of the at least two UCI World Cup competitors maintains a top ten UCI ranking during the applicable (2017) Team fielding competition season. Team members currently under contract for calendar year 2017 are set out in Exhibit C. 3.2. Display of Sponsor’s Logos and Trademarks. Team will display or cause to be displayed Sponsor logos as specified by Sponsor (“Logos”), in a manner at least consistent with other Team cosponsors at Sponsor’s level, at all times or occasions when any secondary sponsor logos are displayed, at all times 1 004638.0001\606584.1

when Team is present at or participating in any public or media event, and on all Team-related press materials, communications and promotional materials and activities, including without limitation, the Team’s media guide, Team postcards, press releases, and the fleet of official Team vehicles. Logos will also be displayed above the stomach on the front of Team uniforms with a minimum of 3 x 5 inch size.. Team members will, when possible, wear Sponsor’s “podium cap” on the podium and during after race interviews. Team will participate in at least 2 and up to 3 dedicated Sponsor equipment test sessions in conjunction with Sponsors Product design team and agrees to provide documentary feedback regarding performance of Products. Team will not place any non-Sponsor logos or decals on any Product. Team members will not, during the Term of this Agreement or thereafter, disparage Sponsor, its products, or its employees. 3.3. Exclusive Sponsorship in Product Category. Team agrees that Sponsor shall be the official and exclusive supplier of Products during the term of this Agreement. Team shall not allow the Team to promote, use or endorse other products that are similar to or competitive with the Products. 3.4. Promotional Events and Activities. Team will use its best efforts to make available, at Sponsor’s request, various Team riders to appear at Sponsor’s various promotional activities. Team agrees to make a good faith effort to encourage Team members to make appearances on behalf of Sponsor at events, provided that Team shall have no liability if Team members do not choose to make such appearances. Sponsor shall pay Team riders for reasonable travel and other expenses incurred by Team members in making such appearances. 4. Exclusive Sponsorship in Product Category. Team agrees that Sponsor will be the official and exclusive supplier of suspension products during the term of this Agreement. Team will, at reasonable and appropriate times, announce publically and to the media that Team uses Sponsors Products and Team will correspondingly make note of those aspects of the Products that are particularly advantageous or superior to similar products. Team will exclusively use Sponsor’s Products on all Team equipment, in practice, competition, and promotional events and whenever riding a suspended bicycle. Neither the Team nor its members will promote, use or endorse any other products that are similar to or competitive with the Products. Products, such as for example forks and shock absorbers for mountain bikes, at all times remain the property of the Sponsor. They must be returned in a reasonable working order and matching the specifications in which they were originally supplied. Team agrees that it will not give or loan any Product, or portion thereof, to any party unless agreed to in advance and in writing by Sponsor. 4.1. Promotional Events and Activities. Team will use its best efforts to make available, at Sponsor’s request, various Team riders to appear at Sponsor’s various promotional activities. Team agrees to make a good faith effort to encourage Team members to make appearances on behalf of Sponsor at events, provided that Team will have no liability if Team members do not choose to make such appearances. Team and its members will conduct itself and them selves at all times in a manner which reflects positively on Sponsor. Such conduct shall include, but not by limitation, good sportsmanship, refraining from use of profanity or obscene gestures. Sponsor will pay Team riders for reasonable travel (e.g. coach or equivalent class air fare) and other reasonable expenses incurred by Team members in making such appearances. 5. Intellectual Property License and Confidentiality. Each of the parties’ trademarks (including logos), trade name, label designs, product identifications, artwork, names, images, signatures, likenesses, music, photographs, audiovisual, literary and other works, and other symbols and devices associated with the respective party or the party’s products or services (“Intellectual Property”) are and will remain that party’s sole and exclusive property. Each party’s right to use any other party’s Intellectual Property is non-exclusive, non-assignable and nontransferable and will inure solely to the benefit of the owner of the Intellectual Property. Subject to the foregoing, each party grants the other party the following limited, royalty-free, non-assignable, non-exclusive, terminable right to use Intellectual Property, as follows. 5.1 By Team. Notwithstanding Team’s 2017 Logo Guidelines, Team hereby grants limited license under Team’s trademarks and logos to Sponsor during the Term of this Agreement including: (1) the right to publicize, in Sponsor’s promotional activities (including, without limitation, Sponsor advertising, consumer and trade promotions and public relations), Sponsor’s sponsorship of the Team; and (2) a license to use, in connection with such promotional activities, (a) the official name of the Team; and (b) the Team name, logo, photo and likenesses of Team members, including all members of the Team, individually and collectively. Sponsor 2 004638.0001\606584.1

understands and agrees that all promotional materials publicizing Sponsor’s sponsorship of the Team must be approved by Team prior to use, which approval will not be unreasonably withheld. Team agrees to turnaround all written and creative materials submitted by Sponsor in a reasonable amount of time, usually within three business days. Team agrees not to disassemble or reverse engineer any Product provided hereunder and agrees to prevent others from doing so. Team will keep and maintain as confidential and proprietary all information provided to the Team with regard to Products to the extent such information provided to the Team is not provided to the general public. Team further agrees that it will not use any of Sponsor’s information or Products for any purpose other than the limited purpose of this Agreement. 5.2 By Sponsor. Sponsor hereby grants to Team during the Term of this Agreement a license to use Sponsor’s logos and trademarks as specified by Sponsor, to the extent necessary to allow Team to fulfill its obligations under this Agreement above. 6

Term. 6.1

Term. This Agreement will commence as of the date shown above and will continue in effect until December 31, 2017 unless earlier terminated pursuant to Section 6.2 below. The period during which this Agreement remains in effect is referred to herein as the "Term.”


Occurrences Authorizing Termination. Without waiving any legal rights or remedies either party may otherwise have, a party may immediately terminate this Agreement on written notice to the other party upon the occurrence of any of the following events:



Bankruptcy, Etc. If the other party files for bankruptcy, has an involuntary petition in bankruptcy filed against it, makes a general assignment for the benefit of its creditors, becomes insolvent or ceases to do business as a going concern, or has a receiver appointed for any substantial portion of its assets or business.


Breach. If the other party shall commit a material breach or default under any of the terms and conditions of this Agreement and shall fail within thirty (30) days of written notification thereof to cure such breach or default.


Non-Competition. If for any reason whatsoever, financial or otherwise, the Team does not field a Competitive Cycling Team in World Cup Competition for a period of longer than thirty (30) days during any annual competitive season, Sponsor will have the right to terminate this Agreement.


Impairment of Image. If the Team or any Team member acts in any way that causes the Team, Team member, or Sponsor to undergo material adverse publicity or scandal, or fall into disrepute (including, without limitation, the Team or Team member engaging in offensive or obscene conduct publically or in presence of any media persons, becoming involved in the use of illegal or illicit drugs, doping or the use of performance-enhancing substances, illegally possessing or using guns other weapons, or continuously associating with persons who act in ways that create material adverse publicity or scandal for the Team and / or Sponsor), then Sponsor will have the right to immediately terminate this Agreement.

Effect on Obligations. Any termination will not affect any monies owing or obligations accrued by either of the parties prior to the effective date of termination; provided however that upon any termination of this Agreement, any next Scheduled Payment to Team during a season or portion thereof shall be prorated (reduced) based on the number of actual days passed (e.g. numerator) in the Scheduled Payment period (e.g. calendar quarter) prior to 3


termination where passed days are measured from the date of previous Scheduled Payment. Further with the exception of the preceding “next Scheduled Payment� proration, Sponsor shall not be liable for any Scheduled Payments scheduled to be made after termination of this Agreement. 7


First Right Of Refusal. Until October 31, 2017, Sponsor will have the first right of exclusive negotiation with respect to any Team sponsorship agreement respecting any product related to the sponsorship. If the parties do not reach an agreement during the exclusive negotiation period, then both parties will be free to pursue other sponsorship opportunities (or none) with other parties.

Miscellaneous Provisions. 8.1

Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of California exclusive of any choice of laws provisions. For any dispute under this Agreement the parties hereby agree to the exclusive jurisdiction of the courts of Santa Cruz County, California.


Nonassignability. Neither this Agreement nor any interest herein shall be assigned, transferred, hypothecated or otherwise conveyed, whether by operation of law or any other means, by Team without the prior written consent of the Sponsor, which may grant or deny its consent in its sole discretion. Any conveyance in violation of this Section 8.2 shall be void and shall constitute a default entitling the Sponsor to terminate this Agreement.


Counterparts; Delivery. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery may be made by the facsimile transmission of a signed counterpart.


Entire Agreement; Amendment. This Agreement constitutes the entire understanding between the parties with respect to the subject matters herein and therein, and supersedes and replaces any prior agreements and understandings, whether oral or written, between them with respect to all such matters. Each party represents and warrants that it has not entered into ???? any other agreement, express or implied, which may conflict with the terms of this Agreement and that it shall not do so during the term of this Agreement. The provisions of this Agreement may be waived, altered, amended or repealed in whole or in part only upon the written consent of both parties to this Agreement and not orally or by any course of conduct.


Interpretation and Construction. Although the provisions of this Agreement were drawn by Sponsor, the parties acknowledge that this Agreement was extensively negotiated by the parties with the opportunity for full participation of each party’s legal counsel, and agree that no rule of construction shall be invoked to create any presumption or implication favoring the position of either party. The parties agree that any deletion of language from this Agreement prior to its mutual execution by either party shall not be construed to have any particular meaning or raise any presumption, canon or construction or implication, including, without limitation, any implication that the parties intended thereby to state the converse, obverse or opposite of the deleted language.


Relationship. The relationship between Sponsor and Team is solely that of independent contractors, and nothing in this Agreement shall cause Team to be considered an agent, employee, joint venturer or legal representative of Sponsor; nor shall Team hold itself out as an agent, employee, joint venturer or legal representative of Sponsor. Team shall have no authority to bind or commit Sponsor in any manner or for any purpose whatsoever and shall

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not undertake any obligation or responsibility, express or implied, on behalf of or in the name of Sponsor. This Agreement creates no joint ventures, or partnerships or principal/agent relationships between the parties. ASSUMPTION OF RISK. Sponsor may provide Team with prototype of pre-production Products and Team understands that use of such Products may pose some risk of serious INJURY or DEATH. Team further understands that mountain bike racing is INHERENTLY DANGEROUS. TEAM UNDERSTANDS THESE AND OTHER RISKS AND HEREBY ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF SPONSOR’S PRODUCTS in testing and racing and otherwise, and releases Sponsor from, and waives, any Sponsor liability arising from use of Sponsor’s Products under this Agreement. Team hereby indemnifies and agrees to hold Sponsor and its officers, owners, directors, shareholders, agents, representatives, transferees, successors, heirs and assigns, harmless from all claims, actions, loss, liability, damage, cost or expense including but not limited to direct, indirect and consequential losses of whatever nature and whatever cause (including but not limited to reasonable attorney and legal fees) arising out of any claims or suits which may be brought or made against Sponsor by reason of any acts or omissions of the Team or its members, officers, directors, employees, agents, or representatives. Team shall be liable for all losses, costs, expenses, damages or recoveries (including without limitation amounts paid in settlement), suffered, made or incurred by either Sponsor or Team in connection with any Team or third party claim. With regard to all of Team’s waiver of Sponsor’s ,and release of Sponsor from, liability hereunder: Team hereby WAIVES and RELINQUISHS any and all rights and benefits which Team or any of its members, successors or assigns may have under Section 1542 of the California Civil Code, and other jurisdictional equivalents thereof, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”


Severability. Invalidation of any of the provisions contained herein, or the application of such invalidation thereof to any person, by legislation, judgment or court order shall in no way affect any of the other provisions hereof or the application thereof to any other person, and the same shall remain in full force and effect, unless enforcement as so modified would be unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes hereof.


Successors and Assigns. Subject to any provisions herein with regard to assignment, all covenants and agreements herein shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties hereto.

8.9 Time of Essence. Time is of the essence in the performance of all obligations under this Agreement. 8.10 No Implied Waivers. The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any subsequent breach of the same provision or any other provisions.

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written. Team

Marzocchi Suspension

By:__Gaeta Michele____________








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EXHIBIT A “PRODUCTS” Products: Suspension Forks, Rear Shock Absorbers Sponsor shall provide product in the quantities listed below to equip Team race, promotional and display bicycles during the term of this agreement. All Products remain property of Sponsor unless otherwise agreed to in writing.


2017, 32,A, 320, 29in, 100, 2Pos, LCR Rem, Blk, 15QRx100, 1.5T,


Marzocchi Suspension Attn: Mark Fitzsimmons 915 Disc Dr. Scotts Valley, CA 95066 Phone 831.274.6546 Fax 831.768.9342 Email:

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Qty= 7

EXHIBIT C Team Riders

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