Exhibit 10.1
 [***] Portions of this exhibit have been omitted and filed separately with the Commission
pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of
1934, as amended.
 Seattle Seahawks
Amended Sponsorship Agreement
  
    
    JONES SODA CO., a Washington corporation (Jones);
    
    FOOTBALL NORTHWEST, LLC d/b/a Seattle Seahawks,a Washington limited liability
corporation (the Team), which owns and operates the Seattle Seahawks, a National
Football League team; and
    
    FIRST & GOAL, INC.,a Washington corporation (FGI), which operates Qwest Field and
Events Center (Facility).
 Exhibit A
 Background
  Terms and Conditions
 1.
    
    Beverage Rights
  1.1
    
    Beverage Availability.Except as provided by Section 1.3, only Jones Beverages can be sold,
dispensed, or served at the Facility. All Jones Beverages, sold, dispensed, or served at the
Facility must be bought from Jones, either directly or with a bottler or distributor acting as
Joness agent. FNW/FGI will supply cups and lids and carbon dioxide. FNW/FGI will determine,
in consultation with Jones and FNW/FGIs concessionaire, the Jones Beverages to be sold at the
Facility, and the package forms and volume sizes for those Jones Beverages. FNW/FGI will make
Jones Beverages available for sale at the




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Facility in all package forms determined in good faith by Jones and FNW/FGI, through
hawking, carts, kiosks, vending machines and any other means determined by FNW/FGI and
approved by Jones. If Jones decides to offer a souvenir cup containing Seahawks and Jones
Marks, both parties shall agree on the size and graphics on the cup and said souvenir cup
expense, including design, manufacture and delivery, will be at Jones sole expense. Jones
will be responsible for the cost of labor and materials to retrofit fountain dispensers as
set forth on Exhibit H attached hereto, as well as providing coolers to store Jones
Beverages at the points of sale indicated on Exhibit H.The bottle pricing and fountain pricing to be charged to FNW/FGI in connection with Jones
distribution activities above shall be reviewed each year by the parties to determine if an
adjustment is necessary using factors such as pricing offered to similar customers
purchasing under similar volumes and retention of profit margins. In the event that other
Jones Beverages are sold at the Facility pursuant to the terms of this Agreement, the price
for each such Jones Beverage shall be agreed upon by the parties, which price will be
reviewed each year after the initial year of sales.1.2
    
    Beverage Merchandising.Jones has the right to merchandise Jones Beverages at the Facility,
including without limitation the following specific rights:
 (A)
    
    Point-of-Sale Advertising.Jones identified materials promoting Jones
Beverages at the point of sale (e.g., concession stands, food service & dining
locations) must be clearly visible to the purchasing public and must be displayed in a
manner and location mutually agreed upon by FNW/FGI and Jones.(B)
    
    Concession and Menuboard Advertising.Marks of Jones Beverages must be
prominently listed on all menuboards in all food and refreshment outlets (e.g.,
concession stands and food service areas) as mutually agreed upon by FNW/FGI and Jones.
If the Facilitys menuboards have photo translites, FNW/FGI will ensure that
advertising provided by Jones and depicting Jones Beverages appears in at least one
translite in each menuboard at FNW/FGIs sole expense.(C)
    
    Approved Packaging.All Beverages served, sold, or dispensed at the Facility
must be done so in Joness packaging or in cups designed or approved in writing by
Jones and FNW/FGI. Jones has the right to develop a souvenir bottle. Such souvenir
bottle may contain a joint Jones/Team logo, as may be mutually agreed by the parties
hereto.(D)
    
    Alternate Distribution.FNW/FGI will sell Beverages using Jones trademarked
and provided materials, such as hawking trays, kiosks, themed mobile/push carts and
themed umbrellas, as mutually agreed upon between Jones and FNW/FGI and at Jones sole
expense.
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 2




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(E)
    
    FNW/FGI Cooperation.FNW/FGI must use its best efforts to promote the sale,
distribution, and pervasive availability at the Facility of Jones Beverages, through
the use of mobile carts, kiosks and other reasonable methods.
 1.3
    
    Permitted Exceptions for Other Beverages.FNW/FGI or FNW/FGIs concessionaire may serve,
sell or dispense on premises: (i) milk based Beverages, branded or unbranded; (ii) branded or
unbranded fresh brewed hot tea; (iii) branded cocktail juices served with liquor or intended
to be mixed with liquor at the Facility; (iv) branded or unbranded juices and/or fresh
squeezed juices and lemonades served at catered events at the Facility; (v) unbranded or
branded fresh brewed hot coffee or cold coffee beverages; (vi) branded or unbranded energy
drinks and (vii) branded or unbranded bottled water, which may be marketed with the Team Marks
and/or the Facility Marks.2.
    
    Sponsorship and Trademark Rights
  2.1
    
    General Sponsorship Designation.Jones may promote, both in the Facility and outside the
Facility, the fact that Jones is a sponsor of Team and the Facility and that Jones Beverages
are available at the Facility. This promotion may occur in advertising (including television,
radio, internet, print and all other media), on packaging (including bottles and containers),
and at the point of sale of any Jones Beverages. FNW/FGI will cooperate with Jones in
conducting promotional activities  both in the Facility and outside it  designed to
promote Joness rights with respect to Team, the Team and Facility Marks, and the Facility.2.2
    
    Licenses to Use Team and Facility Marks.
 (A)
    
    License to Use Team Marks.Subject to Teams approval rights in Section 4.2,
Team grants Jones a license to use the Team Marks [***] for the purposes of promoting
Jones Beverages, in any Jones designated advertising or promotional activities or
materials, including, without limitation, on Jones Beverage packaging, point-of-sale,
and electronic, print, internet or other media. The parties agree that the license
granted by Team to Jones under this Section 2.2(A) will be exclusive with respect to
Beverages, other than as set forth in Section 1.4 regarding energy drinks for 2007.(B)
    
    License to Use Facility Marks.Subject to FGIs approval rights in Section
4.2, FGI grants Jones a license to use the Facility Marks [***] for the purposes of
promoting Jones Beverages, in any advertising or promotional activities or materials,
including, without limitation, on Jones Beverage packaging, point-of-sale, and
electronic, print, internet or other media. The parties agree that the license granted
by FGI to Jones under this Section 2.2(B) will be exclusive with respect to Beverages.
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 3




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(C)
    
    What the Licenses Allow.Each license gives Jones the right to use the
licensed Marks in advertising and promotions relating to Jones Beverages, including,
without limitation, with Joness distributors and customers by displaying the licensed
Marks with Joness customers trademarks, logos and branded products in or on all
advertising, promotional and packaging materials or activities, so long as the licensed
Marks appear with Joness Marks, and Joness distributors and customers are not
depicted as sponsors of Team or the Facility unless they are in fact sponsors of Team
or the Facility, as applicable.Joness customer use rights under this Agreement apply to Joness customers in all
channels of trade, including, without limitation, the following: (i) grocery stores;
(ii) mass merchandise stores; (iii) convenience stores; (iv) oil and gas/petroleum
stores; (v) quick serve restaurants (QSR) and (vi) casual dining restaurants.
Notwithstanding the foregoing, if Team has a sponsor in the above listed channels,
Jones agrees to bring any proposed customer-specific promotion in such channels to
such Team sponsor prior to offering such proposed promotion to other customers in such
channels; provided that such requirement shall not apply under any circumstances to
channel-wide promotions in any retail channel. For example, Jones may run a promotion
with all grocery stores in the region, including a Team sponsor, without first
offering the promotion exclusively to the Team sponsor.Because they are included in the sponsorship Fees, the parties agree that no separate
royalty or license fee will be charged to Jones or its customers for using the
licensed Marks in the above manner. Each license applies to all preseason,
regular-season, and postseason activities, as well as to special events.
 3.
    
    Other Promotional and Advertising Rights
  3.1
    
    Specific Promotional Rights.FNW/FGI grants Jones the right to promote Jones Beverages with
respect to Team, the Facility, and the Team Marks and the Facility Marks. FNW/FGI must use
its best efforts to support Joness promotional activities under this Agreement.At Joness request, each year, FNW/FGI and Jones will engage in promotional activities in
order to establish and promote Joness sponsorship association with Team, the Facility, the
Team Marks, and the Facility Marks. Jones also has the right to conduct the specific
promotions set forth in Exhibit B.3.2
    
    Bottle and Packaging Customization.FNW/FGI and Jones agree that Jones has the right to
customize bottles with Team Marks, which shall be mutually acceptable to both parties.
FNW/FGI and Jones have the right to create and promote Jones bottle campaigns using Seahawks
players in accordance with the NFL Players Association guidelines.
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 4




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[***] will work with [***] to [***] in [***] at [***] in each Contract Year. If [***]
desires to engage in promotions in any Contract Year such that the [***] of [***] exceed
[***], [***] will be responsible for payment of such [***].
 3.3
    
    Signage for Products.Jones is entitled to have permanent signage in the Facility for Jones
Beverages, as described in Exhibit C. The initial production and installation costs of such
signage will be paid by FNW/FGI. Any changes or modifications to such signage will be paid by
Jones. Jones will specify the advertising message and graphics for its signage. All other
aspects of the design, construction, and general appearance of the signage must meet Joness
reasonable specifications.During the Term, the Facility may be host to up to three (3) Special Events (as defined
below) each Agreement Year as provided below, wherein a competitor of Jones may present an
event being held in the Facility, or place temporary advertising for Competitive Products on
the stage. The total number of days in any Agreement Year in which a competitors signage,
advertising, or trademark displays for Competitive Products is displayed at Special Events
in the Facility shall not exceed ten (10) days. Notwithstanding the foregoing, any
professional or college team playing its home games at the Facility other than the Seahawks
shall have the ability to obtain a beverage sponsor other than Jones and engage in temporary
(event only) sponsorship at the Facility for the home games, including, but not limited to
uniforms, field signage, LED signage, public address announcements, programs and video
boards.The parties agree that FNW/FGI shall not be in breach of any obligation hereunder as a
result of hosting the events referred to in the preceding paragraph, provided, however, that
(i) Joness Beverage advertising and availability rights as provided herein shall not be
otherwise affected during such Special Events, (ii) Competitive Product signage will not be
permitted, except temporary signage during the Special Events, and (iii) no give-aways or
premium items at the Special Event shall bear Competitive Product trademarks.Special Event shall mean and be limited to events  which may be multi-day events  that
(a) are not football- or baseball-related events (including post-season play and bowl
games), (b) are not produced by FNW/FGI or any affiliate of FNW/FGI, and (c) are part of a
multi-market pre-sponsored touring show which is sponsored by a manufacturer, licensee or
distributor of a Competitive Product and for which advertising rights of a Competitive
Product are mandated in a master agreement between such sponsor and the athletes or artists
or promoter of the event.3.4
    
    No Obstruction of Signage.Joness signage in the Facility must not be blocked by FNW/FGI or
any third party, except for any Major Event(s) held at the Facility wherein covering or not
displaying signage is a prerequisite for hosting the Major Event(s). Major Event(s) is hereby
defined as World Cup or International soccer matches, major political conventions, Super
Bowls, NFL Draft or events of a similar magnitude that are not regularly scheduled at the
Facility.
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 5




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3.5
    
    Obligation to Maintain Signage.FNW/FGI will install and maintain all materials and lighting
used for the signage described in Exhibit C, and the structures supporting the signage.
FNW/FGI will repair any malfunction, damage, or destruction to the signage or supporting
structures within a commercially reasonable period. All installation, maintenance and repair
will be at FNW/FGIs expense, except that Jones will pay the cost of installing any
replacement signage used to modify Joness initial advertising message or graphics.3.6
    
    Media.Team will provide Jones with media advertising rights as described in Exhibit E.
Jones has the right to use the media in association with its customers and/or in association
with Team promotions3.7
    
    Sampling.Jones has the right to carry out unlimited sampling activities in and around the
Facility at Seahawks home games during first season of agreement (in subsequent years twelve
(12) sampling activities in and around the Facility), provided that the sampling sizes shall
be limited to two (2) oz. or less for Seahawks or other FGI events. Sample size restrictions
will be lifted for other sampling activities in conjunction with other non-Seahawks events.
FNW/FGI reserves the right to approve any and all sampling activities prior to execution.3.8
    
    Tickets and Hospitality Rights.In each Agreement Year, Team will provide Jones, free of
charge, except as stated with regard to playoffs, with the types and quantities of tickets and
other entertainment rights described in Exhibit D, and Jones and Team shall enter into a Suite
License in the form set forth as Exhibit G.4.
    
    Cooperation and Approvals4.1
    
    General Cooperation.FNW/FGI will cooperate in good faith with Jones in conducting
activities to promote Joness sponsorship association with Team, the Facility, and the Team
and Facility Marks.4.2
    
    Team and FGI Approval Rights.
 (A)
    
    Promotions.Team and FGI have the right to approve in advance the following,
as applicable: (1) the concept for any promotional activity with respect to Team or the
Facility; and (2) any materials that display any Team Marks or any Facility Marks, but
Jones has the right to use the Designations without Teams prior approval.(B)
    
    Deemed Approval.If Team or FGI, as applicable, does not respond to a written
submission for approval within ten (10) working days after receiving it, then Jones may
send notice to Team or FGI, as applicable, that Jones has not received a response. If
Team or FGI, as applicable, still does not respond within forty-eight (48) hours of
that second notice, Jones is entitled to treat the submission as approved.
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 6




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(C)
    
    Withholding Approval.Unless otherwise specifically provided for herein, Team
and FGI will not unreasonably withhold approval of a submission. Withholding approval
is considered unreasonable unless it is based on:
 (1)
    
    Teams or FGIs, as applicable, reasonable determination that the
Team Marks or the Facility Marks have been used incorrectly in a technical sense
(such as improper color or other trademark nonconformity); or(2)
    
    Teams or FGIs, as applicable, reasonable determination that
Joness proposed promotional activity or use of the Team Marks or the Facility
Marks would, in the eyes of the Facilitys patrons or the Teams fans, reflect
negatively on Team or the Facility.
 For example, Team and FGI agree that it is unreasonable to withhold approval of a
submission that includes one of Joness customers or its Marks, solely because that
customer is not also a sponsor of Team or the Facility, or because that customer
operates in a trade channel where Team or the Facility already has an exclusive or
other sponsor.
 5.
    
    Exclusive Association; No Competitive Beverages
  5.1
    
    No Competitive Products at Facility.Except as permitted by Section 1.3, FNW/FGI must ensure
that no Competitive Products are sold, dispensed, served, or sampled anywhere at the Facility.5.2
    
    No Competing Trademark Visibility.FNW/FGI must not grant any form of trademark visibility
or promotional or advertising rights to Competitive Products except for the coffee, energy
drink or water categories as described in Section 1.3. FNW/FGI must ensure that there is no
association or appearance of an association between Team, the Facility, the Team Marks, or the
Facility Marks and Competitive Products.5.3
    
    No Promotion or Advertising of Competitive Products.Except as permitted by Section 1.3,
FNW/FGI must ensure that no permanent or temporary advertising, signage, or trademark
visibility for Competitive Products is displayed at the Facility or in connection with the
Team.5.4
    
    No Competitive Use of the Team Marks or the Facility Marks.FNW/FGI must not grant any
advertising or promotional rights  including use of the Team Marks or the Facility Marks 
to third parties (such as Broadcasters) in a way that permits those third
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 7




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parties to use those rights in association with Competitive Products, except for the coffee,
energy drink, or water categories as described in Section 1.3. But Broadcasters may sell
in-game spot advertising for Competitive Products, so long as the spots do not display or
refer to the Team Marks or the Facility Marks or otherwise associate the Team, the Facility,
or the Team or Facility Marks with Competitive Products through on-air mentions or on-screen
images or text.5.5
    
    No FNW/FGI Association with Competitive Products.FNW/FGI must prevent any Team player from
using the Team Marks or the Facility Marks  including Team uniforms  to sponsor or endorse
Competitive Products, with the exception of those rights granted to Gatorade or other isotonic
sports drink brand in agreement with the NFL, now or in the future or the coffee, energy drink
or water categories as described in Section 1.3, which may include Team trademark use, product
use by Team players and coaches and sideline activation.5.6
    
    No Third-Party Beverage Promotions.FNW/FGI must not grant any third party the right to
conduct promotions involving Beverages or Beverage containers, including promotions that
relate primarily to non-Beverage items but involve a Beverage  on a branded or unbranded
basis This provision applies even if a third party promotion involves a Jones Beverage,
unless Jones participates in the promotion.
 6. League Rules
 7. Sponsorship Fees.
 Agreement Year 2009-2010
    
    
    [***]Agreement Year 2010-2011
    
    
    [***]Agreement Year 2011-2012
    
    
    [***]
 7.1
    
    Fee Payment.The sponsorship Fees will be paid in four (4) equal monthly installments due
September 1, November 1, February 1 and May 1 of each Agreement Year.7.2
    
    Royalty Payment. Jones shall distributes specialty packs containing Team Marks including a
preseason pack, tailgate pack and playoff pack (Packs) in retail channels,
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 8




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and on the My Jones feature on its website. In addition, Jones may create and distribute
a football themed specialty pack at a national level (Generic Packs).
 7.3
    
    Team Sales. Jones shall provide Team with Packs as requested [***] for sale at the Seahawks
Pro Shop or on Seahawks.com.8.
    
    Equipment8.1
    
    Loan of Equipment.During the term of the Agreement, Jones will loan FNW/FGI, [***], the
following equipment:
 (A)
    
    Refrigeration units in the types and amounts FNW/FGI determines is reasonably
necessary to serve attendees at the Facility; and(B)
    
    Pre and post-mix soft drink dispensing equipment in the types and amounts
FNW/FGI determines is reasonable to serve attendees at the Facility; and(C)
    
    Any additional post-mix dispensing equipment reasonably needed to replace
defective or worn-out equipment or to equip new Facility locations mutually agreed to
by Jones and FNW/FGI.
 Exhibit F
 8.2
    
    FNW/FGIs Equipment Obligations.With respect to the equipment described in this section,
FNW/FGI will:
 (A)
    
    upon the owners request, execute UCC financing statements or other documents
evidencing proper ownership of the equipment;(B)
    
    refrain from removing equipment from the Facility unless FNW/FGI receives prior
written consent from the equipments owner;(C)
    
    refrain from encumbering the equipment or permit any attachment to it, unless
authorized to do so by the equipments owner in writing; and(D)
    
    reimburse the owner for any loss of or damage to the equipment, except for
reasonable wear and tear.
 8.3 Installation Costs
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 9




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8.4 Service of Equipment.
 9. First Right of Renewal.
 10.
    
    Representations, Warranties, and Covenants10.1
    
    By FNW/FGI.Each of Team and FGI, solely as to itself, represents, warrants, and covenants
to Jones the following:
 (A)
    
    Authority.It has full power and authority to enter into this Agreement and to
grant Jones the rights described in it.(B)
    
    Binding Obligation.It has obtained all necessary approvals for its execution,
delivery, and performance of this Agreement. It has duly executed and delivered this
Agreement, which is now its binding legal obligation.(C)
    
    Right to License Marks.It has the exclusive right to license the Team Marks
and the Facility Marks, as applicable, subject only to the Leagues right to license
the Team Marks when used collectively with all other NFL team marks, as of the
Effective Date of this Agreement.(D)
    
    No Conflicting Agreements.
 (1)
    
    It has not entered into  and during this Agreements term will
not enter into  either of the following:
 (a)
    
    any agreement that would prevent it from complying with
this Agreement; or(b)
    
    any agreement granting rights that are inconsistent
with the rights granted to Jones under this Agreement.
 (2)
    
    It will require third parties (possible examples include
concessionaires, third-party food-service operators, vending companies, licensing
agents and Broadcasters) to comply with the relevant provisions of this
Agreement.
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 10




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10.2
    
    By Jones.Jones, solely as to itself, represents, warrants, and covenants to FNW/FGI the
following:
 (A)
    
    Authority.It has the full power and authority to enter into this Agreement.(B)
    
    Binding Obligation.It has obtained all necessary approvals for its execution,
delivery, and performance of this Agreement. It has duly executed and delivered this
Agreement, which is now its binding legal obligation.(C)
    
    No Conflicting Agreements.It has not entered into  and during this
Agreements term will not enter into  any other agreement that would prevent it from
complying with this Agreement.
 11.
    
    Termination and Remedies
  11.1
    
    FNW/FGI Termination Rights.In addition to other legal and equitable remedies, FNW/FGI may
terminate this Agreement if any of the following events occur:
 (A)
    
    If Jones Doesnt Pay.FNW/FGI may terminate if Jones fails to make any payment
to FNW/FGI under this Agreement, and if this default continues for thirty (30) days
after Jones receives written notice of default. But FNW/FGI may not terminate if
Joness failure to pay is due to FNW/FGIs failure to materially perform, any loss of
Joness rights or a bona fide dispute between the parties.(B)
    
    If Jones Breaches.FNW/FGI may terminate if Jones breaches any other material
term of this Agreement and Jones fails to cure the breach within thirty (30) days of
receiving written notice of the breach; provided, however, that if the breach cannot be
cured in such 30-day period, Jones shall have up to an additional thirty (30) days (or
a total of 60 days) to cure the breach so long as Jones initiates action to effect such
cure within the original 30-day period and diligently pursues such cure.(C)
    
    If Jones Becomes Insolvent or Bankrupt.
 (1)
    
    FNW/FGI may terminate on thirty (30) days written notice if Jones
does any of the following:
 (a)
    
    becomes unable to pay its liabilities when due;(b)
    
    makes an assignment for the benefit of creditors;(c)
    
    files a voluntary petition in bankruptcy or is
adjudicated bankrupt or insolvent;
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 11




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(d)
    
    has a receiver appointed for any portion of its
business or property; or(e)
    
    has a trustee in bankruptcy or trustee in insolvency
appointed for it under federal or state law.
 (D)
    
    FNW/FGI Opt Out. FGI/FNW may terminate this Amended Agreement at the end of
2009 season by giving written notice to Jones no later than June 30, 2010.
 11.2
    
    Joness Termination Rights.In addition to other legal and equitable remedies, Jones may
terminate this Agreement if any of the following events occur:
 (A)
    
    If FNW/FGI Breaches.Jones may terminate if FNW or FGI breaches any material term or
condition of this Agreement and fails to cure the breach within thirty (30) days of
receiving written notice of the breach; provided, however, that if the breach cannot be
cured in such 30-day period, FNW or FGI, as applicable, shall have up to an additional
thirty (30) days (or a total of 60 days) to cure the breach so long as FNW or FGI, as
applicable, initiates action to effect such cure within the original 30-day period and
diligently pursues such cure.. The covenants contained in Section 5 above are material
terms and conditions of this Agreement. It shall not be considered a breach by FNW/FGI if
Team does not play all its scheduled regular season home games at the Facility unless said
failure to play scheduled regular season home games lasts for longer than a forty-five day
period, whether or not the failure to play is due to a cause beyond Teams control (such as
a strike or other work stoppage).
 (B)
    
    If FNW/FGI Becomes Insolvent or Bankrupt.Jones may terminate if Team or FGI
does any of the following:
 (1)
    
    becomes unable to pay its liabilities when due;(2)
    
    makes an assignment for the benefit of creditors;(3)
    
    files a voluntary petition in bankruptcy or is adjudicated bankrupt
or insolvent;(4)
    
    has a receiver appointed for any portion of its business or
property; or(5)
    
    has a trustee in bankruptcy or trustee in insolvency appointed for
it under federal or state law.
 (C)
    
    If Games Arent Played.Jones may terminate if Team permanently moves its home
games to a venue other than the Facility.(D)
    
    Written Notice Required. Jones must give thirty (30) days written notice when
exercising any of its termination rights under Sections 11.2(A), (C) or (D).
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 12




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11.3
    
    Allocation of Sponsorship Fees.
 (A)
    
    Allocation of Fees.The sponsorship Fees for each Agreement Year will be
allocated equally among the total number of regular-season home games scheduled to be
played by the Team during such Agreement Year.
 12. Indemnification.
 13. Confidentiality.
 14. Arbitration. et. seq.
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 13




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15.
    
    Miscellaneous Provisions15.1
    
    Entire Agreement.The Agreement represents the entire agreement between the parties
pertaining to the subject matter of this Agreement and all prior discussions and negotiations
are incorporated into this document.15.2
    
    Modification.This Agreement can be modified or changed only by a written instrument signed
by all parties.15.3
    
    Retained Rights.This Agreement does not give any party any interest in or the right to use
the Mark of another party except as specifically authorized in this Agreement. Even if use of
a partys Marks is specifically authorized, the Marks remain solely that partys property, and
no joint ownership can arise because of the other partys use under this Agreement. This
Agreement does not make any party the agent of another party, nor does it create any
partnership or joint venture between FNW/FGI and Jones.15.4
    
    FNW/FGIs Insurance Obligations.FNW/FGI will maintain sufficient insurance to adequately
protect the parties respective interests and in accordance with good business practices
customary in its business. Upon request, FNW/FGI will provide proof of the required
insurance.15.5
    
    Release, Discharge, or Waiver.A partys release, discharge, or waiver of any of this
Agreements terms or conditions is effective only if in writing and signed by that party. A
partys specific waiver does not constitute a waiver by that party of any earlier, concurrent
or later breach or default. No waiver occurs if a party either fails to insist on strict
performance of this Agreements terms or pays or accepts money under this Agreement with
knowledge of a breach.15.6
    
    Severability.If any portion of this Agreement is severed  that is, held indefinite,
invalid, or otherwise unenforceable  the rest of this Agreement continues in full force.
But if the severance of a provision affects a partys rights, the severance does not deprive
that party of its available remedies, including the right to terminate this Agreement.
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 14




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##### 



15.7
    
    Sale/Assignment.Because this Agreement is for rights unique to Jones and FNW/FGI, neither
party may assign any of its rights or obligations without prior written consent of the other
party. Notwithstanding the foregoing, no such consent shall be required in the event Jones
enters into an agreement to sell more than fifty percent (50%) of its assets to a third party
which sale incorporates the rights and obligations of this Agreement. All of the rights and
obligations of each of the parties is binding on such parties successors and permitted
assigns.15.8
    
    Survival.A partys obligation (if any) to maintain confidentiality and to provide refunds,
indemnification and rights of first negotiation and refusal survives the expiration or
termination of this Agreement.15.9
    
    Notice.Any notice or other communication under this Agreement must be in writing and must
be sent by registered mail or by an overnight courier service (such as Federal Express) that
provides a confirming receipt. A copy of the notice must be sent by fax when the notice is
sent by mail or courier. Notice is considered duly given when it is properly addressed and
deposited (postage prepaid) in the mail or delivered to the courier. Unless otherwise
designated by the parties, notice must be sent to the following addresses:Notice to Jones.
 th
 Notice to Team.
 
 Notice to FGI.
 
 15.10
    
    Counterparts.This Agreement may be executed in two or more counterparts.
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 15




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##### 



15.11
    
    Headings.All headings are for reference purposes only and must not affect the
interpretation of this Agreement. All references to days in this Agreement mean calendar
days, unless working days are expressly stated.15.12
    
    Exhibits.All exhibits are fully incorporated into this Agreement.15.13
    
    Governing Law.This Agreement is governed by and must be interpreted under Washington law,
without regard to its choice-of-law provisions.
 In witness whereof
 JONES SODA CO
    
    
    
    FOOTBALL NORTHWEST, LLC
d/b/a Seattle SeahawksBy:
    
    /s/ Jonathan J. Ricci
    
    
    
    By:
    
    /s/ Ron JenkinsJoth Ricci
CEO
    
    
    
    
    
    Ron Jenkins
Vice President Corporate PartnershipsFIRST & GOAL, INC.By:
    
    /s/ Susan DarringtonSusan Darrington
VP/Facility General Manager
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
 16




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##### 



Exhibit A
 Definitions
           [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



[***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Exhibit B
 Promotions and Merchandise
  
    
    Kickoff Week will receive a [***] on the [***] during promotional period, [***] will
[***] to a [***] to provide [***] regarding Kickoff Week.
    
    [***] will provide [***] to promote and recap the Kickoff Week activities in the form of
[***]. [***] will include [***] and [***] as the [***] of Kickoff Week
    
    A minimum of [***] during [***] on [***]
    
    A minimum of [***] during [***] on [***]
    
    A minimum of [***] during [***] with [***] and [***] without [***]
    
    [***] at the [***] and [***] to promote Kickoff Week.
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Jones Soda Day @ Qwest Field
 In-Stadium
 
    
    [***] on [***] on the [***] approximately [***] prior to [***].
    
    [***] with [***] in [***] of the sponsored Game Day, a total of [***].
 Radio
 
    
    [***] during the [***] on sponsored Game Day
    
    [***] during the [***] on sponsored Game Day
    
    [***] during the [***] on sponsored Game Day
 Print
 
    
    [***] and [***] featured in the [***] of [***].
    
    [***] on the [***] of [***] for [***].
 Website
 
    
    Advertiser logo ID and promotional message located on the Seahawks.com website,
promoting Gameday Sponsorship.
    
    Links to Jones website for customized labels
 Hospitality
 
    
    One (1) single game suite for eighteen (18) people
    
    [***] for [***]
    
    [***] of [***], taken prior to kick-off
 Vendor Program
  [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Exhibit C
 Signage Specifications
  
    
    One (1) 42 x 12 tri-vision panel on the North tower scoreboard.
    
    One (1) in stadium LED rotation per Seahawks home game.
    
    One (1) 28 x 4 backlit interior Qwest Field Event Center panel.
    
    One (1) 2 x 2 Qwest Field Event Center exterior sign.
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Exhibit D
 Advertising, Tickets and Hospitality
 1.
    
    Opportunity to [***] to [***] prior to [***]. [***] and to be mutually agreed upon.2.
    
    [***] Club season tickets.3.
    
    For the 2009 season, Jones to receive one (1) suite with capacity for eighteen (18) at
Qwest Field for one (1) pre-season game and four (4) regular season games (dates to be
mutually agreed upon) and subject to the terms and conditions set out in the Suite License
Agreement attached hereto as Exhibit G.4.
    
    [***] tickets to each WaMu Theater public event5.
    
    [***] use of [***] and [***] [***] per year.
 Playoffs.
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Exhibit E
 Media
 Seahawks Network Radio
 1.
    
    [***] per [***]. Total of [***].2.
    
    [***] per [***]. Total of [***].3.
    
    [***] and [***] per [***]. Total of [***].4.
    
    [***] per [***]. Total of [***].
  Seahawks Television
 1.
    
    [***] in the [***] that are [***] and said [***] will be allocated to the [***] on a
pro rata basis, for example, if there are [***] and [***], there will be [***].
 Seahawks.com
 1.
    
    [***] throughout the [***] on a [***] in the following [***]: [***].2.
    
    [***] sent to [***]. Specific dates TBD and to be mutually agreed upon.3.
    
    [***] sent to [***]. Specific dates TBD and to be mutually agreed upon.4.
    
    [***] to [***] for [***].
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Exhibit F
 Loaned Equipment Agreement
        [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



JONES SODA CO
    
    FOOTBALL NORTHWEST, LLC
d/b/a Seattle SeahawksBy:

    
    By:President & CEO
    
    
    Ron Jenkins
Vice President Corporate PartnershipsFIRST & GOAL, INC.By:Susan Darrington
VP/Facility General Manager
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Exhibit G
 SEATTLE SEAHAWKS
SUITE LICENSE
 Suite Designation: Club Level
Suite No.: 27
  FOOTBALL NORTHWEST LLC SEATTLE SEAHAWKS
 BACKGROUND
  FIRST & GOAL INC.
       [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



AGREEMENT
  Licensee Information
 Licensee
 Licensees Name:
    
    Jones Soda Co.Contact Person:
    
    Joth RicciAddress:
    
    234 Ninth Avenue NSeattle, WA 98109Phone No:
    
    206.624.3357Fax No:
    
    206.624.6857E-mail:
 Suite Designation
   Term
  Fee
  Security Deposit
  [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Parking
  Suite Inspection
  Grant of License; Suite
 Exhibit A Exhibit A, Exhibit B
 Term of License
 License Fee
   [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



(By way of
example, if eight Regular Season Home Games are scheduled but only seven are played, the reduction
is in proportion to a fraction equal to [1  7/8], i.e., equal to 0.125 of the .)
 Admission Tickets; Opportunity to Purchase Tickets to Certain Other Events
  Services and Other Benefits Provided With the Suite
 Food and Beverages
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




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##### 



Repairs and Maintenance by the Team
 Utilities; Telephone Service
 Parking
 Furnishings, Decor and Alterations
 Exhibit
B
  [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Use and Enjoyment
   [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




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##### 



Covenants of Licensee
 Good Repair
 Compliance with Laws, Rules and Regulations; Alcoholic Beverages
  Reproduction and Transmission of Event
 Advertising
 Default
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



[***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



Failure to Play Home Games
 (By way of example, if eight Regular Season Home Games are scheduled but only seven are
played, the reduction is in proportion to a fraction equal to [1  7/8], i.e., equal to 0.125 of
the .)
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




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##### 



Right of Entry by the Team
 Disclaimer of Liability; Risk of Loss; Indemnification
     [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




---



##### 



[***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




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##### 



Miscellaneous
 Surrender
 Assignment by Licensee
 Assignment by the Team; Subordination
 Notices
 Governing Law; Venue
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




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##### 



Captions
 Dispute Resolution
 Attorneys Fees and Costs
 Integration
  (1)
    
    Exhibit A  Diagram of the Stadium showing the
approximate location of the Suite.(2)
    
    Exhibit B  Fixtures, Furnishings and Equipment of
the Suite.
 Severability
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




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##### 



Successors and Assigns
 Modifications in Writing
 Joint and Several Liability
 Time of the Essence
  TEAM:
Football Northwest LLCBy:Name:
    Amy K. SprangersTitle:
    Director of Suite Sales and ServicesLICENSEE (Entity):
Jones Soda Co.By:Name:
    Joth RicciTitle:
    President & CEO [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




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##### 



EXHIBIT A
  [Attached following this page]
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




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##### 



Exhibit H
 Dispensers and Coolers
 ExistingFountain
    
    Single-DoorLocation
    
    Machines
    
    Coolers131
    
    [***]
    
    [***]133
    
    [***]
    
    [***]135
    
    [***]
    
    [***]137
    
    [***]
    
    [***]139
    
    [***]
    
    [***]105
    
    [***]
    
    [***]107
    
    [***]
    
    [***]109
    
    [***]
    
    [***]111
    
    [***]
    
    [***]113
    
    [***]
    
    [***]116
    
    [***]
    
    [***]118
    
    [***]
    
    [***]120
    
    [***]
    
    [***]122
    
    [***]
    
    [***]124
    
    [***]
    
    [***]126
    
    [***]
    
    [***]300
    
    [***]
    
    [***]303
    
    [***]
    
    [***]305
    
    [***]
    
    [***]307
    
    [***]
    
    [***]309
    
    [***]
    
    [***]311
    
    [***]
    
    [***]313
    
    [***]
    
    [***]314
    
    [***]
    
    [***]321
    
    [***]
    
    [***]323
    
    [***]
    
    [***]324
    
    [***]
    
    [***]330
    
    [***]
    
    [***]331
    
    [***]
    
    [***]333
    
    [***]
    
    [***]335
    
    [***]
    
    [***]
 ExistingFountain
    
    Single-DoorLocation
    
    Machines
    
    Coolers204
    
    [***]
    
    [***]208
    
    [***]
    
    [***]210
    
    [***]
    
    [***]214
    
    [***]
    
    [***]230
    
    [***]
    
    [***]234
    
    [***]
    
    [***]236
    
    [***]
    
    [***]240
    
    [***]
    
    [***]East Eye 
Bar
    
    [***]West Eye 
Bar
    
    [***]FSN Bar
    
    [***]Press Room
    
    [***]Portables
    
    [***]
 MISC 2-Door MerchandisersFSN Lounge
    
    
    
    [***]SuitePantries
    
    
    
    [***]Warehouse
    
    
    
    [***]Vending
    
    
    
    [***]
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.




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##### 



337
    
    [***]
    
    [***]339
    
    [***]
    
    [***]341
    
    [***]
    
    [***]344
    
    [***]
    
    [***]EX-HALL
    
    [***]
    
    [***]
 [***] Indicates portions of this exhibit that have been omitted and filed separately with the
Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.