UNLV |rounvation Memorandum of Understanding between the Engelstad Family Foundation and the University of Nevada, Las Vegas Foundation establishing the Engelstad Family Foundation Medical Education Building Matching Gift Pledge for the UNLV School of Medicine This Memorandum of Understanding (the “MOU”) is between the University of Nevada, Las Vegas Foundation, a Nevada nonprofit corporation (the “Foundation”), and the Engelstad Family Foundation (the “Donor”) to support a building fund for the University of Nevada, Las Vegas School of Medicine (*the School of Medicine”). This MOU shall be eflective as of the last date any authorized signatory affixes his/her signature below (the “Effective Date”). Establishment of Fund/Procedures ‘This MOU contains the entire agreement between the Donor and the Foundation concerning the management of the Engelstad Family Foundation Medical Education Building Matching Gift Pledge for the School of Medicine. ‘The Foundation has established a fund known as the UNLV School of Medicine Medical Education Building (MEB) and Operating Fund (the “Fund”) to support the School of Medicine. Any and all contributions designated to the Fund shall be deposited only to the Fund and shall be administered in the manner set forth in this MOU. Disbursements fom the Fund shall be made in accordance with policies established by the Board of Regents of the Nevada System of Higher Education (NSHE), with the policies of the Board of Trustees of the Foundation, and with the provisions specified in this MOU, Any and all contributions received for deposit to the Fund shall be available for the uses and purposes stated herein. Any balance in the Fund may be carried forward from year to year and need not be spent at the discretion of the Board of Trustees of the Foundation or its designee. The Board of Trustees of the Foundation, or its designee, has and shall have full power and authority to accept, take, hold, manage, invest, and reinvest this Fund, including any and all income produced by this Fund, and any increase or accumulation to it Uses, Purposes, and Distribution ‘The purpose of the Fund is to provide financial underwriting for the costs of planning, constructing and operating (the “Project”) the School of Medicine’s new Medical Education Building (the “MEB"), to be located at the UNLV School of Medicine Shadow Lane Campus. The uses of the Fund shall be consistent with the policies of the University of Nevada, Las Vegas (“UNLV"). The Fund shall be used only in the greater Las Vegas area for a qualified charitable purpose consistent with the laws of the state of Nevada and the Intemal Revenue Code of the United States. Any and all contributions to the Fund will be used for the purposes stated in this MOU. Distributions from the Fund will be awarded according to Foundation policies and procedures existing at the time of distribution. Deci s_e AST, Donors’ InitMemorandum of Understanding between the Engelstad Family Foundation and the University of Nevada, Las Vegas Foundation regarding the Engelstad Family Foundation Medical Education Building Matching Gift Pledge regarding distributions from, and expenditures of, this Fund with respect to the development and construction of the MEB will be made under the exclusive direction of Len Jessup, President of UNLV and Barbara Atkinson, Dean of the School of Medicine's mutual approval. Donor is making the gift to the Fund with the understanding and on the condition that Barbara Atkinson serves as Dean of the ‘School of Medicine and Len Jessup serves as President of UNLV (the “Current Administration Condition”) for the duration of the Pledge Period (as defined below). Ifeither the Dean of the Schoo! of Medicine or the President of UNLY changes, Donor reserves the right to discontinue, modi withhold any future payments, or cancel the Engeistad Family Foundation Medical Education Building Matching Gift Pledge, in its sole diseretion. The UNLV Foundation acknowledges and ents to the Current Administration Condition, The UNLV Foundation waives its two pereent (2%) reinvestment fund contribution Pledge and Schedule of Matching Gift Payments The Donor pledges to make a gift of up to fourteen million dollars ($14,000,000) to be deposited into the Fund, contingent upon UNLV andior the UNLV Foundation securing matching funds from private, ‘non-governmental sources (the “Match”) for the MEB Project. Only cash gift(s) received on pledges made after the Effective Date will qualify for, and be counted towards, satisfaction of the Match. For the purpose of this MOU, the term “cash gift” includes currency, coins, negotiable checks, and/or marketable securities, given with charitable intent. Any cash gifi(s) that UNLV and/or the UNLV. Foundation intends to count and qualify for the Match must be received on or before December 31, 2022 (the “Pledge Period”). Although a pledge of support for the Match by other donors will not count/qualify for the Match, cash gifts) received by the Foundation for the satisfaction of those other donors’ pledges will qualify/count for the Match, UNLV and/or the UNLV Foundation’s success achieving the Match will determine the amount and timing of the payment of the gifi(s) to be given by the Donor to the UNLV Foundation, according to the following schedule: A. Upon UNLV and/or the UNLV Foundation securing gifts of four million dollars ($4,000,000) for the Match, the Donor will give two million dollars ($2,000,000); and, B. Upon UNLV and/or the UNLV Foundation securing additional gifts of four million dollars ($4,000,000) in excess of the initial four million dollars identified in clause A above, the Donor will give four million dollars ($4,000,000); and, C. Upon UNLV and/or the UNLV Foundation securing additional gifts of four million dollars (54,000,000) in excess of the eight million dollars identified in clauses A and B above, the Donor will give eight million dollars ($8,000,000). Documentation of those gifts that UNLV and/or the UNLV Foundation intend to qualify and count for the Match will be submitted by the UNLV Foundation to the Donor for the Donor's review and confirmation of their qualification for the Match. It is expected that, upon the Donor's confirmation of the eligibility of the documented gifts for the Match, the Donor's gift(s) will be given in an expeditious fashion and no later than one year following the submission of said documented gifts to the Donor by the UNLV Foundation. Page 2 of 4 Donors’ Initials 4” 48>Memorandum of Understanding between the Engelstad Family Foundation and the University of Nevada, Las Vegas Foundation regarding the Engelstad Family Foundation Medical Education Building Matching Gift Pledge Reporting The School of Medicine will provide quarterly Project status reports to the Donor on the development and construction progress of the MEB, inclusive of pertinent issues related to the overall Project timeline, budget and other related Project issues. The Project status reports will begin immediately following UNLV and/or the UNLV Foundation securing the first gift eligible for the Match, and the subsequent release of matching funds from the Donor. ‘Change of Conditions This MOU references the policies of the Board of Regents of the NSHE, UNLV, and the Foundation, ‘The policies of these organizations, insofar as they affect the matters discussed in this MOU, may change over time, The policies in force at the time of any future activity or transaction shall be the policies that gover future activities or transactions. If, at some future date, circumstances within the Foundation, UNLV or NSHE should change so that the uses and purposes for which this Fund are no longer appropriate and/or possible — and/or are in conflict with state or federal law and/or with the policies of the Board of Regents of the NSHE, UNLV, or the Board of Trustees of the Foundation, then the Foundation may use contribution(s) to the Fund, as defined above, in a manner which is in the best interests of UNLY, subject at all times to the Fund being used only for qualified charitable purposes consistent with the laws of the state of Nevada and the Intemal Revenue Code. Any re-designation of the Fund will occur only after the Board of Trustees or its designee has conferred with the Donor and received the Donor’s consent to said re-designation, The Board of Regents of the Nevada System of Higher Education, acting on behalf of the University of Nevada, Las Vegas, reserves the right to re-name or remove the name of any donor from its scholarships, programs, positions, and facilities in the event of unusual or compelling circumstances at any time if such circumstances have a material adverse impact on UNLV or the UNLV Foundation, The University, in its sole and absolute discretion, may exercise this option if a name designated herein, in its judgment, should bring discredit, disrepute or potential legal liability upon the University. ‘The parties acknowledge and agree that in the event and as the result of such re-naming or removal; the University shall have no financial or other obligation to any party. Page 3 of 4 CrMemorandum of Understanding between the Engelstad Family Foundation and the University of Nevada, Las Vegas Foundation regarding the Engelstad Family Foundation Medical Education Building Matching Gift Pledge Donor Apricttha, datocd) x Dated this) day of , 2018 Ks Engelstad McGarry, Trustee Engelstad Family Foundation POT Fy pdb ade Dated this 3-day of _jz>y ._, 2018 Beity Engelstad, Trustee 7 Engelstad Family Foundation 2 PUY Copa. Dated this__day of. 2018 Tel per, Trustee Engelétad Family Foundation UNLV Foundation o— Dated this £ dayof_ZeS, 2018 Scott M. Roberts President, UNLV Foundation UNLY ACKNOWLEDGED AND ACCEPTED BY THE BOARD OF REGENTS OF THE NEVADA SYSTEM OF HIGHER EDUCATION, ON BEHALF OF THE UNIVERSITY OF NEVADA, LAS VEGAS UNLV School of Medicine /Atubour (hinge Dated this Oday of ie = 2018 Barbara F. Atkinson, MD Founding Dean, UNLV School of Medicine UNLV Dated is sy ot f4h_208 Len Jessup. , a President, UNLV Page 4 of 4