Here is the most relevant portion of Boise State's complaint:

"30. Based on Mr. Thompson's representations, Boise State, including Dr. Tromp and
Mr. Apsey, reasonably believed that at the upcoming Board of Directors meeting to be held on
December 15 and 16,2019, the MWC would support the following: (1) the continued payment of
the Sl.8 million bonus to Boise State as it expressly agreed and was obligated to do under the Re-
Entry Agreement as amended by the Re-Entry Agteement Amendment; and (2) increasing that
bonus amount in proportion to the amount the revenue generated from the CBS/Fox agreement
increased in comparison to the prior CBS/ESPN agreement.

31. Contrary to Mr. Thompson's recognition of Boise State's pivotal role in the MWC
securing the more lucrative CBS/Fox agreement and his statement that Mr. Jordan would
emphasize this role at the Board of Directors meeting in order to address Boise State's reasonable
demand for receipt of a proportionate share of that increased revenue, neither Mr. Jordan nor Mr.
Thompson did any such thing. Instead, at the Board of Directors meeting, Mr. Jordan and Mr.
Thompson presented eight altematives, none of which addressed an increase in the bonus to be
paid to Boise State. Instead, all eight altematives addressed different methods for phasing out and
ultimately ending the already agreed to $ 1.8 million bonus to Boise State and entering into uniform
agteements with all member institutions under which every member institution, regardless of their
contribution to the television revenue, received equal distributions. Thus, contrary to Mr.
Thompson's assurances and representations that Boise State should receive its original bonus plus
a proportionate share of the increased revenue generated by the new CBSffox agreement and that
such a bonus structure would be discussed with the MWC's Board of Directors, the MWC offered
only alternatives to decrease and end any bonus to Boise State.

32. During the December 15 and 16,2019 Board of Directors meeting, the directors
voted on two important issues: (1) whether to accept or reject the CBSffox agreement; and (2)
whether to continue paying Boise State the $1.8 million agreed to in the Re-Entry Agreement
Amendment for six more years (coincidentally, the term of the CBS/Fox agreement), after which
that payment would cease.

33. Prior to voting on whether to accept or reject the CBS/Fox agreement, the MWC
provided Boise State with only minimal information as to the basic proposed terms of the
agreement. It did not, however, disclose many of the proposed agreement's material terms,
including material monetary terms, such as how the revenue from the agreement would be
distributed, how bonuses would be paid or the agreement's cancellation terms. Essentially, the
MWC refused to provide Boise State with vital information on the proposed agreement's material
terms, and thereby deprived Boise State of a meaningful opportunity to evaluate whether the
agreement was acceptable or not. And, as expressly stated in the Re-Entry Agteement, before a
contract embracing the television rights to Boise State's home football games could be entered
into by the MWC, rights the CBS/Fox agreement unequivocally covered, both the MWC and Boise
State were required to agree to the company to whom those rights were sold and to the material
terms of the contract. (Ex. 1, !13.)

34. Because it lacked the required information on the CBS/Fox agreement's material
terms and because the MWC, based on the alternatives it presented during the Board of Directors
meeting, was not only trying to renege on its contractual obligation to pay Boise State the $1.8
million bonus, but also to deprive it of any proportionate share of the increased revenue generated
by the CBS/Fox agreement even though Boise State was admittedly the driving force behind that
agreement, Boise State (l) did not vote to approve or accept the CBS/Fox agreement; and (2)
opposed the termination of the Re-Entry Agreement Amendment's $1.8 million bonus.

35. Based on these votes, and pursuant to the express terms ofthe Re-Entry Agreement
as amended by the Re-Entry Agreement Amendment, the MWC could not adopt either course of
action. Despite this fact, it accepted both, a course of action that was contrary to and in breach of
the MWC's contract with Boise State and in violation of the covenant of good faith and fair dealing
implied therein.

36. Upon information and belief, each individual director who participated in the votes
at the December 15 and 16, 2019 Board of Directors meeting knew that by his or her'!es" vote
on either issue (1) or (2), he was acting to cause the MWC to breach its contractual obligations to
Boise State to the ultimate detriment of both Boise State and the MWC.

37 . Upon information and belief, the MWC, its Commissioner, and individual directors
other than Dr. Tromp, agteed and conspired to negotiate terms ofthe CBS/Fox agreement, failed
to obtain Boise State's consent and, to its detriment, voted (1) in favor of the agreement, and (2)
in favor of terminating the Re-Entry Agreement Amendment's $1.8 million bonus, thereby
violating the MWC's contractual obligations to Boise State. ln fact, two directors voted against
any additional distribution to Boise State in the second vote, even for the six years of the CBSffox
agreement.
G. Facts Regarding the MWC's
Agreement

38. On January 9, 2020, the MWC
Press Conference Regarding the CBS/Fox
held a press conference at which the CBS/Fox
agrcement was discussed. During this press conference, Fox's President, Mark Silverman,
acknowledged the significant role Boise State and its football progam played in securing the Fox
agreement.

39. In addition, Mr. Thompson made various representations during the press
conference. In particular, he admitted that the media rights to Boise State's home football games,
and any licenses granted for those rights, had to be negotiated separately based on the express
language of the MWC's Re-Entry Agreement with Boise State. Mr. Thompson also indicated that
the MWC was terminating the $1.8 million bonus it had agreed to pay Boise State in the Re-Entry
Agreement Amendment and that, moving forward, Boise State would receive distributions equal
to those received by the other member institutions. Finally, despite actual knowledge of the falsity
of such a statement, Mr. Thompson intimated that Boise State had agreed to the acceptance of the
CBS/Fox agreement, the termination of its $1.8 million bonus and receiving distributions equal to
the other member institutions in the future without any bonus for the additional revenue it
admittedly generated for the MWC.