A Strategic Partnership Proposal

Presented by Curt Flood, Jr.April 21, 2014

Ball Up is committed to delivering high quality, high impact, sporting experiences. Streetball pushes the limits and captures “the true essence of the rawest form of basketball today.” Born in city parks, Streetball is about People, Culture, and Community.

Now a part of AT&T for a mere six weeks, Cricket provides prepaid wireless services to approximately 4.6 million subscribers in the United States.

Rebuilding Together believes that everyone deserves to live in a safe and healthy home, by providing critical repairs, accessibility modifications and energy efficient upgrades to low-income homes and community centers at no cost to service recipients.

A STRATEGIC PARTNERSHIP Envision a three-way strategic partnership between Ball Up, Cricket Wireless and Rebuilding Together.

UNPRECEDENTED THE BIG PICTURE

BALL UPCRICKET WIRELESS REBUILDING TOGETHER

The amalgamated institutional strengths of Ball Up, Cricket/AT&T, and RebuildingTogether along with their combined new and existing blue-chip corporate sponsorships

would enable their three-way partnership and alliances to produce sports, entertainment,music, fashion, and community rebuilding events that would dwarf anything they've ever

separately executed before, delivering unprecedented economies of scale.

Cricket Wireless also known as Cricket, founded in 1999, is a subsidiary of Leap Wireless International that provides prepaid wireless services to approximately 4.6 million subscribers in the United States. On July 12, 2013, AT&T Inc. agreed to acquire Cricket's parent company Leap Wireless for $1.2 billion. The merger was approved by the Federal Communications Commission on March 13, 2014, and later that same day, Leap Wireless announced the completion of its acquisition by AT&T.

When Cricket launched its SmartPhone devices and nationwide cellphone coverage four years ago, they did something ingenious. They partnered with a Washington, DC-based nonprofit organization called Rebuilding Together.

For almost 25 years, Rebuilding Together has provided extensive home rehabilitation and modification services to homeowners in-need. Their network of 187 affiliated non-profits brings together 100,000 volunteers and completes nearly 10,000 projects each year. They more than double the value of every dollar donated. Collectively, they’ve reinvested over $1.5 billion in market value into the communities they serve.

A LITTLE HISTORY

CONNECT THE DOTS

HIGHLIGHTSPROVEN TRACK RECORD

With the help of everyday citizen volunteers, skilled tradespeople, the support of local business and major corporate partners, Rebuilding Together affiliates make life better for thousands of low-income homeowners every year. Their work positively impacts the condition of the surrounding community as well, through community center rehabilitation, playground builds, and partnerships with organizations focused on energy efficiency, sustainable community gardens, volunteer engagement, and education. Home-by-Home, Block-by-Block, entire communities are transformed.

Cricket’s strategy was simple. Prior to rolling out a new city, before it opened even one retail outlet, sold a single cell phone or service plan, they sent Rebuilding Together in as an advance team and emissary. Rebuilding Together would go in months prior to rollout and begin laying the groundwork. They started by rehabilitating neighborhoods, organizing block parties, transforming blighted areas, connecting with other mission-specific nonprofits, and aligning themselves with local community, political and business leadership. So by the time Cricket was fully prepared and ready to roll out their stores, products and services, they had already established nearly complete community buy-in and priceless goodwill.

Since its 1989 launch, Rebuilding Together has enlisted a formidable base of high-profile corporate sponsorships and financial backing, including; Lowes, HGTV, Sherwin-Williams, Crate & Barrel, NBA All-Star Game. And “NBA Cares All-Star Day of Service and several others (see below). Rebuilding Together and the NBA have already revitalized communities in Los Angeles, Dallas, Phoenix and New Orleans. And many NBA stars have joined with Rebuilding Together throughout the years, including: LeBron James, Jason Kidd, Joe Johnson, and Brandon Roy.

Cricket, now a part of AT&T for a mere six weeks, could very well be looking for immediate turnkey marketing and branding solutions to expand its markets and grow their existing businesses; as well as may have their radar dialed up in search of mutually synergistic ways of maximizing their new—presumably deep-pocketed—parent company resources.

Given the evident determination and commitment by all parties involved to markedly increase the viability and sustainability of center city communities across the nation; combined with their shared business model demographics; and formidable rosters of primed and invested corporate sponsors; a Ball Up, Cricket, and Rebuilding Together strategic partnership—engaged in producing and delivering sensational and unprecedented sports, entertainment, and cause marketing events—seems a natural and irresistible big play.

THE TRILOGYA BIG PLAY

Ball Up, LLC is a Los Angeles based sports lifestyle company committed to delivering high quality, high impact, sporting experiences. Ball Up is a multi-disciplined, multi-level outfit with a diverse range of company offerings. At the center of the company is the actual streetball basketball team and tour featuring the finest, most skilled, and best-known streetball players worldwide.

The new Ball Up streetball team has many of the top players of streetball including: The Professor, Escalade, Bad Santa, AO, Go Get It, Special FX, Air Up There aka MR.720, Hawk, Violator, Sik Wit It, Spinmaster, and Bone Collector. These players have earned huge respect of basketball fans around the country, as well as NBA players and celebrity fans. Additionally, Ball Up has an immense international following and appeal spanning the globe. The Ball Up players are NBA competitive, some of which have already played with Division One colleges and/or the NBA, while others are on their way to team trials. Ball Up is focused on providing the platform for talented players to become more recognized and provide opportunity to excel.

THE PLAYERS

BALL UP, LLC

INDUSTRY: Sports and Lifestyle Company

FOUNDED:2009

HEADQUARTERS:Los Angeles

WEBSITE:www.ballup.com

Cricket Wireless also known as Cricket, founded in 1999, is a subsidiary of Leap Wireless International that provides prepaid wireless services to approximately 4.6 million subscribers in the United States.

On July 12, 2013, AT&T Inc. agreed to acquire Cricket's parent company Leap Wireless for $1.2 billion. The merger was approved by the Federal Communications Commission on March 13, 2014, and later that same day, Leap Wireless announced the completion of its acquisition by AT&T.

THE PLAYERS

CRICKET WIRELESSINDUSTRY: Wireless Telecommunications

PREDECESSOR(S):Cricket Communications, Inc.

FOUNDED:1999

HEADQUARTERS:5887 Copley DriveSan Diego, CA 92111

WEBSITE:www.mycricket.com /www/mycricket.com/muve-music

Cricket: Historical Highlights

•Leap launched Cricket Wireless first market in Chattanooga, TN on March 17, 1999.•On September 4, 2007, Competing carrier MetroPCS announced a $5.3 billion bid to merge with Leap Wireless Leap informally rejected the bid less than two weeks later. MetroPCS officially withdrew the bid less than two months later, on November 1, 2007.•On September 17, 2007, Cricket launched Wireless Broadband Service using EV-DO.•On December 12, 2007, Cricket agreed to acquire Hargray Communications Group's wireless telecommunications business.•On April 8, 2008, Cricket launched in Oklahoma City.•On September 29, 2008, Cricket announced that they had entered into a 10 year roaming agreement with MetroPCS covering both companies' existing and future markets. The companies also entered into a spectrum exchange agreement covering licenses in certain markets and on November 13, 2008, Cricket launched "Premium Extended Coverage", a roaming partnership with 14 wireless companies. On February 2009, Cricket launched in Chicago.•On March 10, 2009, Cricket launched in the Philadelphia market, including suburbs such as Atlantic City, NJ and Wilmington, DE.•On June 23, 2009, Cricket launched in the Washington, DC and Baltimore markets•On September 28, 2009, Cricket changed its domain name to "mycricket.com"•On April 13, 2010, Cricket launched Cricket Navigator, a GPS application that offers audible turn-by-turn navigation, hyper-local search and maps.•On August 2010, Cricket and Sprint signed a five year wholesale agreement (MVNO) which allows Cricket to utilize Sprint's nationwide 3G EVDO network in the U.S.•On August 12, 2010, Cricket launched operator for the KyoceraRio low cost touch phone.•On May 31, 2012, Cricket announced the iPhone 4 and iPhone 4S availability on its network.•On September 5, 2012, Electronic retailer RadioShack in partnership with Leap launched RadioShack No Contract Wireless, the service is powered by Cricket.•On July 12, 2013, AT&T Inc. agreed to buy Cricket Wireless parent for $1.2 billion and on March 13, 2014, the Federal Communications Commission approved the acquisition between AT&T and Leap Wireless.9

Muve Music

Muve Music is a music application service from Cricket Wireless. It is only available on Android devices on the Cricket network. The Muve Music application lets users browse and download millions of songs. Cricket currently has contracts with Sony, Universal Music, Warner Music, and EMI.

Coverage areas

Cricket subscribers are covered about 98% of the United States using its home network and roaming agreements with Sprint and among other CDMA carriers. Following the acquisition by AT&T, Cricket will be releasing devices capable of accessing AT&T's 3G, HSPA+, and 4G LTE network. Once on the AT&T network, Cricket customers will have coverage in 99% of the United States.

Partnership with RadioShack

On September 5, 2012, RadioShack, in a partnership with Cricket Wireless, began offering its own branded wireless service using Cricket's nationwide network. RadioShack No Contract Wireless offers exactly the same rate plans and services as Cricket. Although RadioShack offers and markets product packaging and other aspects under its own brand, little changes are actually made on the smartphones themselves as most services on them are still branded Cricket

10

Home by Home, Block by Block, Rebuilding Together is rebuilding homes and communities nationwide.

For almost 25 years, Rebuilding Together has provided extensive home rehabilitation and modification services to homeowners in-need. Our network of 187 affiliated non-profits brings together 100,000 volunteers and completes nearly 10,000 projects each year. We more than double the value of every dollar donated. Collectively, we’ve reinvested over $1.5 billion in market value into the communities we serve. With the help of everyday citizen volunteers, skilled tradespeople, the support of local business and major corporate partners, Rebuilding Together affiliates make life better for thousands of low-income homeowners every year. Our work positively impacts the condition of the surrounding community as well, through community center rehabilitation, playground builds, and partnerships with organizations focused on energy efficiency, sustainable community gardens, volunteer engagement, and education. Home by Home, Block by Block, entire communities are transformed.

THE PLAYERS

REBUILDING TOGETHERINDUSTRY: Housing Rehabilitation; Home Improvement & Repairs

FOUNDED:1989

HEADQUARTERS:1899 L Street NWSuite 1000Washington, DC 20036

TOTAL REVENUE:$10,893,577

WEBSITE:www.rebuildingtogether.org

SAN DIEGO – February 11, 2009 – Cricket Communications, Inc, a leading provider of unlimited wireless services and a wholly-owned subsidiary of Leap Wireless International, Inc. (NASDAQ:LEAP), announces a new partnership with Rebuilding Together, the nation’s leading nonprofit working to preserve affordable homeownership and revitalize communities. Together they will focus on issues of safety and homeownership among the elderly, the disabled, families with children and those impacted by the rising cost of living and falling social service budgets.

“The current economic crisis facing the country has left some members of our communities without the most basic of necessities, such as safe, dry and livable homes,” said John Long, vice president of marketing for Cricket. “Helping those in the neighborhoods that we serve is important to Cricket, so we are pleased to partner with Rebuilding Together to create real solutions that will impact the lives of our neighbors and ultimately our communities.”

Cricket joins the President’s Circle level of national sponsors for Rebuilding Together in 2009, and will take part in a multi-faceted national partnership consisting of financial support, wireless phones and service and high-speed wireless broadband Internet access. Additionally, employees will volunteer their time to repair and restore the homes of low-income Americans in need. The partnership will kick-off on National Rebuilding Day – Saturday, April 25, 2009 – when Cricket teams across the country will provide critical repairs to approximately 125 homes at no cost to the homeowners, making them safer, more accessible and energy efficient. The partnership will continue throughout the year with focused projects to meet the growing needs of veterans from all generations of service, and to assist communities damaged by Hurricane Ike, where many residents have not yet received assistance to make repairs and rebuild their homes. As part of Cricket’s commitment, the Company is providing each homeowner helped with a Cricket cell phone and one year of free unlimited wireless service.

“Rebuilding Together believes in a safe, healthy home for everyone. Yet, in today’s economy, more and more homeowners are placed in the position of choosing between vital necessities and essential home repairs,” said Gary Officer, president & CEO of Rebuilding Together. “Cricket understands the needs of the communities they serve and are making a considerable effort to make a difference. We are grateful for Cricket’s commitment to Rebuilding Together’s work of preserving affordable homeownership and revitalizing communities.”

For more information, visit www.mycricket.com and www.rebuildingtogether.org

Cricket Joins Rebuilding Together to Revitalize Communities in Need

Summary•The Federal Communications Commission finally approved the $1.2 acquisition deal of Leap Wireless International (LEAP) by AT&T (T).•This deal allows AT&T to have an immediate presence in the pre-paid market and positions it to better compete with other major national carriers.•Gives access to previously forbidden territories.•AT&T will manage to tap into Leap Wireless’ unused range to expand its LTE network.The Federal Communications Commission finally approved the $1.2 acquisition deal of Leap Wireless International (LEAP) by the second-largest U.S. wireless company AT&T (T)

The AcquisitionAccording to the recent press release, AT&T has completed its acquisition of Leap Wireless International after winning regulatory approval. Leap Wireless, the sixth largest U.S. based carrier, will strengthen the market position of AT&T and allow it to quickly build its presence in the increasingly lucrative pre-paid market. It's a great opportunity for AT&T to access Leap's unused spectrum that covers 41 million customers to expand its LTE network.

Cricket Brand is a Huge SuccessPrepaid wireless provider Leap Wireless operates under the Cricket brand. AT&T plans to retain the Cricket brand name and will open up its fastest data network, 4G LTE, to Cricket customers. The reason behind the huge success of the pre-paid Cricket brand was the no-contract factor with a combination of simple, low-cost rate plans, a terrific lineup of smartphones, and a great network experience. The new Cricket will have access to AT&T's nationwide 4G LTE network covering nearly 280 million people. AT&T will gain access to Cricket's distribution channels and will be able to expand Cricket's presence to additional U.S. cities. Currently, Cricket's network covers approximately 97 million people in 35 U.S. states and Cricket had 4.57 million customers as of February 28th, 2014.

Impact Of The Acquisition Of Leap Wireless (Cricket) By AT&T

The Ball Up, Cricket/AT&T, Rebuilding Together strategic partnership could be initiated a few different ways. •The Ball Up Tour (and events) could be strategically aligned with Cricket/AT&T—to Rebuilding Together—as it conducts its coast-to-coast promotions, product launches, market buildups and advances its nationwide expansion and Corporate Social Responsibility (CSR) efforts.

•Cricket/AT&T could sign on as the primary Ball Up ‘tour sponsor’ with a lateral relationship with Rebuilding Together to deploy its CSR initiatives. •A combination of both could be explored

PARTNERSHIP STRATEGYTHE PLAN

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