TERM SHEETDC UNITED SOCCER STADIUM PROJECT

-IbTHIS TERM SHEET ("Term-Sheg") is made and entered into on tn rl))day of

July, 2013, by and among (i) the DISTRICT OF COLUMBIA ("DtSIgQ"), a municipalcorporation, and (ii) DC SOCCER, LLC ("DC United"), a Delaware limited liability company(each individually, a "EAIy", or, collectively, the "Parties").

RECITALS

A. The District believes that it is in the best interests of the District and its residentsfor a new, state-of-the-art, LEED certified approximately twenty to twenty-five thousand (20,000- 25,000) seat outdoor soccer stadium (which shall also be used as an entertainment venue)("Stadium") to be constructed in the District of Columbia. The District believes that the Stadiumwill leverage other District investments such as the South Capitol Street Bridge project, theparking facilities for Nationals Ballpark, and the proposed Streetcar project, to accelerate andpromote the economic vitality intheBuzzard Point and Capitol Riverfront neighborhoods.

B. Under the terms and conditions set forth in this Term Sheet as the same shall besuperseded by more comprehensive transaction agreements, the District is prepared to assemblethe privately owned real property in Squares 605, 607 and 661 and the northern portion ofSquare 665 and groundlease to DC United the real property marked on Exhibit A (the "StadiumSite").

C. In order to facilitate development of the Stadium, the District is also prepared toundertake certain work in connection with the Stadium Site before DC United commences theconstruction of the Stadium.

D. DC United is prepared to develop, construct, manage and operate the Stadium onthe Stadium Site under the terms and conditions set forth in this Term Sheet as the same shall besuperseded by more comprehensive transaction agreements.

E. Although the Parties intend to negotiate and enter into more detailed definitivetransaction agreements governing the development, construction, management and operation ofthe Stadium (the "Transaction Agreements"), that once executed will supersede this Term Sheet,the Parties nonetheless wish to delineate certain terms and conditions in connection with thedevelopment, construction, management and operation of the Stadium that will be incorporatedinto such Transaction Agreements.

NOW' THEREFORE, in consideration of the foregoing, the mutual covenants hereincontained, and other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Parties agree as follows:

I. FINANCIAL AND OTHER COMMITMENTS OF THE PARTIES.

A. District Contribution:

B. Groundlease Structure:

C. DC United Contribution:

Subject to the terms and conditions set forth in this TermSheet, the District will assemble the Stadium Site, assumethe cost of environmental remediation of existingconditions on the Stadium Site and perform demolition andinfrastructure work in connection with the Stadium and theancillary development on the Stadium Site (collectively,the "Stadium Project"). At present, the District estimatesthat this contribution will have a total value ofapproximately $140 million (approximately $100 millionassociated with the assemblage of the real property inSquares 605, 607 and 661 and the northern portion ofSquare 665 for the Stadium Site and approximately S40million for the work specified in this Section l.A inconnection with the Stadium Project). The District'sobligations to assemble the privately owned real propertyin Squares 605, 607 and 661 and the northern portion ofSquare 665 for the Stadium Site are contingent on theDistrict's ability to negotiate land swaps or othertransactional structures that are acceptable to the Districtwith the owners of the real property in question on termsand conditions that arc acceptable to the District. For theavoidance of doubt, other than incidental transaction costsincluding title work and environmental site assessments,the District will not be required to fund the assemblage ofthe Stadium Site with cash. Notwithstanding anything tothe contrary in this Term Sheet, the District shall have noobligation to fund work in connection with the StadiumProject in an amount in excess of $50 million. TheTransaction Agreements will contain such language as isdeemed necessary by the Office of the Attorney General toassure that any financial commitments do not becomeDistrict obligations until authorized in a District budgetapproved by the Congress.

The District will groundlease the Stadium Site to DCUnited for an annual base rent of $1.00. The term of thegroundlease will be negotiated but will be approximatelyequal to the estimated useful life of the Stadium.

Other than the costs the District has explicitly agreed tofund or the real estate the District has agreed to contributeto the Stadium Project, DC United will be required to fundall other development costs of the Stadium Project. Thesecosts shall include, but are not necessarily limited to,

Project Financing andRevenue Sharing Plan:

architectural and engineering fees; land use and zoningcosts (such as the cost of zoning attorneys, traffrcconsultants, the cost of any required environmental impactstatement or similar analyses); construction costs for theStadium, any associated parking structures and anylandscaping or hardscaping work within the Stadium Sitefootprint; development or program management fees; andconstruction interest. The Transaction Agreements shall bestructured in such a way so that the District shall bear thecosts of all fees, proffers or deposits customarily levied byDistrict agencies or departments during the course ofentitlement, permitting and construction of developmentprojects, which include, but are not limited to: fees

assessed by the Department of Consumer and RegulatoryAffairs, the Department of Transportation, the Departmentof the Environment, and the Office of Zoning for hearings,reviews and inspections; proffers related to street and alleyclosings, planned unit developments and other zoningactions and alcohol licenses; and construction completionrelated deposits.

During and as part of the negotiations related to theTransaction Agreements, the Parties shall develop a

mutually agreed upon financial analysis that models all ofthe revenues collected by DC United, including, but notlimited to: (i) stadium revenues generated from ticketsales, concessions, parking and merchandise ("AnnualStadium Revenue"); (ii) net revenue from ancillarydevelopment (referred to in Section 5, below); and (iii) allother sources of revenue generated by DC United such as

advertising, sponsorships and league revenues(collectively, the "Annual DC United Revenue") as well as

the annual costs and expenses incurred by DC United tooperate the team and the Stadium Project. To the extentthat the Annual DC United Revenue would not besufficient to fully fund the following cost elements (i) theteam's operating expenses, (iD the Stadium Project'soperating expenses, (iii) debt service related to the StadiumProject, (iv) real estate taxes and other similar taxes or fees,

and (v) a reasonable profit for DC United (collectively, the"Annual DC United Expenses"), the District will make thetax revenue related to the Annual Stadium Revenueavailable in order to facilitate the funding of the StadiumProject.

If the Annual DC United Revenue and the annual tax

E. Other Revenue:

F. Real Estate Taxes:

revenues generated from Annual Stadium Revenue are

collectively greater than the Annual DC United Expenses,then the District and DC United shall provide the Districtwith a portion of the excess amount (the terms of whichwill be frnalized in the Transaction Agreements).

The Parties expect that the operation of the Stadium Projectwill break even or yield modest returns in the short termand yield more significant returns in the long term. TheParties shall develop and include in the TransactionAgreements a structure for sharing these short and longterm retums, based primarily on the value of the

contributions of each Party to the Stadium Project. Forexample, DC United's contributions shall include, amongother items, the value of the team and any operating losses

it has sustained in a specified time range, and the District'scontributions shall include, among other items, the value ofthe land and the infrastructure that it is contributing to theStadium Project. It is contemplated that the agreed uponstructure will allow DC United a modest retum on itscurrent investment prior to sharing revenue with theDistrict but that once such return has been earned in a

given year, revenues in excess of such earnings shall beshared by the Parties.

DC United shall be entitled to retain all revenues derivedfrom the operation of the Stadium Project related topromotional activities such as, but not limited to, ticketsales, concessions, parking, merchandise, advertising,licensing, franchising and sponsorships; and naming andsignage rights of any portion of the project site; provided,however, that all such revenues shall be considered whencalculating the Annual DC United Revenue.

DC United's leasehold estate in the Stadium Site shall besubject to real estate or possessory interest taxes, as

applicable, which will be a component of Annual DCUnited Expenses (see Section 1.D., Project Financing andRevenue Sharing Plan, above). If, as a result of thefinancial analysis referenced in Section 1.D., the Partiesdetermine that the Annual DC United Revenue wouldotherwise be insufficient to fully fund the Annual DCUnited Expenses, DC United shall pay a phased-in,negotiated amount in lieu of taxes on the fully assessedvalue of the leasehold estate for the frst 25 years of thegroundlease, after which time the leasehold estate shall be

Governmental Costs onGame Day:

taxed on its fully assessed value.

In general, DC United shall be required to reimburse theDistrict for the cost of additional services that are requiredon game days, including, but not necessarily limited to,police (both on-site and off-site), traffic control officers,Emergency Medical Service personnel, and any additionalfees charged by Metro.

DC United's obligations under the Transaction Agreementsgoverning the development and construction of theStadium shall be guaranteed by an investment grade entityreasonably acceptable to the District.

The District shall provide DC United with reasonableassistance with respect to applications for building permits,and any permits or approvals required from any agency ordepartment of the District, whenever reasonably requestedto do so; provided that all applications for such permits andapprovals are in compliance with all applicable ordinances,regulations and codes. Subject to applicable law and soundregulatory practice, the District will use reasonable effortsto ensure that each applicable subordinate District agencyprioritizes and expedites aIl zoning applications, planreviews and other District approvals.

The District shall provide DC United with a dedicated DCApprovals Liaison to assist with all aspects of obtaining therequired approvals with any District agencies. The DCApprovals Liaison shall inform the appropriate Districtagencies that, per the terms of this agreement, the StadiumProject approvals shall be prioritized and expedited. TheDistrict makes no representations or warranties that itsassistance will assure the issuance of any permits orapprovals. Nothing in this section shall be construed as awaiver or reduction of any governmental requirementapplicable to the Stadium. Nothing in this section shall beconstrued to obligate the District to engage a third partyinspector or plan reviewer to assist DC United.

H. Completion Guarantee:

I. Assistance to DC United:

2. MILESTONE DATES/APPROVALS.

The Parties agree that the following milestone dates for the Stadium Project will be incorporatedinto the Transaction Agreements:

A. Land Assembly/Project The District will have until January 1,2014, to: (i) obtain5

Approval Milestone:

Infrastructure MilestoneDate:

site control of the Stadium Site (other than the operationalportions of the Pepco Substation defined in Section 3.Abelow); and (ii) obtain the necessary legal approvals fromthe Council of the District of Columbia and, if required, theUnited States Congress to proceed with the transaction.For purposes of this milestone, the District will be deemedto have obtained site control if it has entered into bindingagreements to acquire title to the real property within theStadium Site that the District does not own (other than theoperational portions of the Pepco Substation) and suchagreements do not provide a right to terminate other than inthe event of customary defaults by the District. However,fee title to all the lots that make up Stadium Site need nothave vested in the District by January 1,2014.

In the event that the District has not achieved both of theseobjectives by January 1,2014, DC United may exit thetransaction in accordance with the terms of the TransactionAgreements by providing written notice to the District.

Within thirry (30) days of the District's notice to DCUnited that both of the objectives in this Section 2.Ahavebeen achieved, DC United shall provide the District withsuch documentation as may be set forth in the TransactionAgreements to reasonably evidence to the District that DCUnited has the ability to fund the construction of theStadium.

By March I, 2015 (the "Infrastructure Milestone Date"),the District shall have: (D completed the necessaryinfrastructure work and utility relocation; (ii) demolishedall existing structures on the Stadium Site (excluding,however, the necessary elements of the Pepco substation);and (iii) completed its environmental remediationobligations; and (iv) obtained approvals to close any alleysor streets, as necessary, on the Stadium Site (collectively,the "District Infrastructure Obliqations").

In the event the District fails to accomplish the DistrictInfrastructure Obligations by the Infrastructure MilestoneDate, the District shall seek to have the WashingtonConvention and Sports Authority waive the Facility Feecurrently being paid by DC United for its use of Robert F.Kennedy Memorial Stadium until the District InfrastructureObligations have been accomplished by the District or DCUnited has exited the transaction.

In the event the District fails to accomplish these objectives6

Design and Land UseApproval Milestone Date:

Substantial CompletionMilestone Date:

by December 31, 2015, both DC United and the Districtshall have the right to exit the transaction in accordancewith the terms of the Transaction Agreements by providingwritten notice to the other Party. The Parties may continuethe transaction upon mutual written agreement.

By March 1,2015, DC United shall have: (i) obtained allnecessary Zoning Commission and Board of ZoningAdjustment approvals to construct the Stadium Project; and(ii) advanced the design to at least the design developmentcompletion level. Further, by July l, 2015, DC Unitedshall have entered into a definitive construction contract forthe Stadium (collectively, with C(i) and C(ii), the "DCUnited Pre-Construction Obligations").

In the event DC United fails to accomplish the DC UnitedPre-Construction Obligations by March 1, 2017, theDistrict shall have the right to exit the transaction inaccordance with the terms of the Transaction Agreements.In addition, the District shall have the right to exit thetransaction in the event DC United is not making goodfaith efforts to accomplish its objectives and fails toremedy such failure within six (6) months of receivingnotice of such failure.

There will be no monetary penalties for DC United'sfailure to meet the Design and Land Use ApprovalMilestone Date.

By no later than January l, 2017, the Stadium shall besubstantially complete and ready for commercial operation;provided, however, the Parties will endeavor and usereasonable efforts to complete the Stadium by March l,2016, or in time for the start of the 2016 MLS season (theobligation of the District to use reasonable efforts is notintended to increase or expand the other obligations of theDistrict set forth in this Term Sheet).

In the event DC United fails to achieve substantialcompletion of the Stadium by March 31, 2020, andassuming that the District has met its obligations (i.e.completed its work), the District shall be entitled toterminate the Stadium Site groundlease and to recoverliquidated damages that are equal to the sum of thefollowing: (i) the estimated tax revenue attributed to theassumed development of the Stadium Site on a mixed use

basis for a three (3) year period; (ii) the assumed ground

7

Extension of MilestoneDates:

rent for a mixed use project for such three (3) year period;and (iii) an estimated development fee on the part of theDistrict of $4.5 million. The Transaction Agreements willinclude a definitive number that represents the Parties' bestestimate of such amount. Notwithstanding the foregoing,DC United shall be entitled to "safe harbor" and theDistrict shall not be entitled to recover any portion of theliquidated damages set forth in this paragraph if (a) DCUnited spends $4.5 million or more in development costsrelated to the Stadium Project, or (b) DC United suffers an

operating loss of $18.0 million or more during the timeperiod commencing with the execution of this Term Sheetand terminating on March 31,2020.

All of the milestone dates in this Section 2 may beextended or otherwise modified upon mutual agreement ofthe Parties. The milestone dates shall also be subject toappropriate force majeure delays as will be delineated inthe Transaction Agreements.

Notwithstanding any other provision of this Term Sheet,the District will not be required to obtain title to theoperational portions of the Pepco substation site locatedbetween the two generator banks to the north of andincluding T Street SW (the "Pepco Substation") by eitherthe Land Assembly/Project Approval Milestone Date or theInfrastructure Milestone Date. The Parties acknowledgethat acquisition of this portion of the Stadium Site is likelyto lag behind the rest of the Stadium Project. Infurtherance of this understanding, DC United shall designthe Stadium so that the structure can be completed andavailable for use without obtaining title to the operationalportions of the Pepco substation site.

The District's infrastructure obligations shall be limited to(i) the footprint of the Stadium Site; (ii) the roads andrights-of-way that serve as the perimeter of the StadiumSite (i.e., the roadways and the sidewalks on both sides ofsuch roads within the right-of-way); (iii) the roadway andsidewalks on Potomac Avenue from South Capitol Street tothe Stadium Site; and (iv) traffic signals and highway

THE DISTRICT'S LAND ASSEMBLY AND INFRASTRUCTUREOBLIGATIONS.

A. Pepco Substation:

B. Infrastructure:

C. Parking:

D. Streetcar:

E. Billboard Signage:

Impact of SurroundingDevelopment on StadiumOperations:

4. ECONOMIC INCLUSION.

A. Development Contracts :

signage within a reasonable distance from the Stadium. Ingeneral, the traffic signal/highway signage area will notextend North of M Street or East of First Street SE.

The Parties will work cooperatively together to addressparking to serve the Stadium Project. Nothing in this TermSheet shall obligate the District to guarantee that anyoffsite parking spaces will be available for the StadiumProject's use.

The District will pursue (i) re-sequencing options so as toadvance construction of the Buzzard Point/Downtownstreetcar line, and (ii) the construction of a streetcar stopadjacent to the Stadium Site.

The District shall cooperate with DC United in designatingthe Stadium Site as a Designated Entertainment Area, as

defined and governed by Title 13, Chapter 8 of the Districtof Columbia Municipal Regulations.

Subject to and in accordance with any applicable laws andregulations, upon DC United's written request to theDistrict DC United shall be provided with any publiclyavailable proposed plans for the development of a mutuallyagreed area surrounding the Stadium Site that are withinthe District's possession to permit DC United to providecomments regarding the operational impact that suchproposed development may have on the Stadium Project.For the avoidance of doubt, the foregoing is not intended toprovide DC United with any right of approval of thedevelopment in the area surounding the Stadium Site.

The District is also willing to examine the creation of an

EntertainmenVSports Area that would include the StadiumSite and which would be designed to encourage andharmonize uses and design throughout the Area.

With respect to development related contracts associatedwith or for the Stadium Project (i.e., design, construction,etc.), DC United shall use best efforts to achieve thefollowing: (i) at least fifty percent (50%) by value of allsuch contracts shall be awarded to businesses that havebeen certified by the District of Columbia Department ofSmall and Local Business Development ("DSLBD"); (ii) at

9

B. Stadium EmploymentRequirements:

Stadium OperationalContracts:

D. Penalties:

A. Rights:

least thirty-five percent (35%) by value of all suchcontracts shall be awarded to businesses that have beencertified as small business enterprises by DSLBD; and (iii)at least twenty percent (20%) by value of all such contractsshall be awarded to businesses that have been certified as

disadvantaged business enterprises by DSLBD; provided,that the costs of materials, goods, and supplies shall not becounted towards the foregoing percentage requirementsunless such materials, goods, and supplies are purchasedfrom business enterprises in one or more of the requiredcategories.

At least fifty-one percent (51%) of the jobs at the StadiumProject (ticket takers, guest services, ushers, food service,etc.) will go to District residents. In determining the totalnumber of jobs at the Stadium Project, DC United'splayers, coaches, training staff and front officemanagement shall not be included.

With respect to operational contracts for the StadiumProject (i.e., janitorial, food service, security, etc.) andsubject to all applicable First Source regulations, DCUnited shall use best efforts to achieve the following: atleast thirty-five percent (35%) by value of all suchcontracts shall be awarded to businesses that have beencertified by DSLBD.

The Transaction Agreements will include meaningfulpenalties if the workforce and certified business enterpriseutilization goals for the Stadium Project are not met,similar to those set forth in Sections 2-219.03(e)(4) and2-218.48 of the District of Columbia Official Code,respectively. Any monetary penalties shall be excludedfrom the calculation of the Annual Stadium Revenue andthe Annual DC United Expenses.

Subject to the District's approval rights that will be morefully set forth in the Transaction Agreements, DC Unitedshall have the right to undertake ancillary development onthe Stadium Site. The primary purpose for ancillarydevelopment on the Stadium Site shall be to enhance thegame day experience for patrons of the Stadium. Suchdevelopment shall be designed and programmed with

10

5. ANCILLARY DEVELOPMENT ON THE STADIUM SITE.

6. NO RELOCATION / RI,MEDIES / CHANGE IN CONTROL.

A. No Relocation of Team:

B. Injunction:

C. BankruptcyConsiderations:

7. MISCELLANEOUS.

A. No Assignment:

B. Transaction Agreements:

heights, densities, and uses that do not detract from theStadium Site's fundamental use as a sports andentertainment facility. In addition, to the greatest extentpractical, such ancillary development shall be designed insuch a way so as to provide amenities to the surroundingneighborhoods on non-game days.

DC United will not relocate to a stadium outside theDistrict of Columbia for a period coincident with the fullterm of the Stadium Site groundlease.

DC United shall also keep its principal offices within theDistrict for the term of the Stadium Site groundlease.

DC United will use reasonable efforts to locate its practicefield and any related facilities in the District of Columbiaand will keep the District apprised of its efforts to identifliand secure a location in the District of Columbia. TheDistrict will use reasonable efforts to assist DC United withlocating its practice field and any related facilities in theDistrict of Columbia.

The Transaction Agreements will include meaningful andenforceable remedies necessary for the District toeffectively enforce the obligation specified in Section 6.,4above; including, but not limited to, an acknowledgementthat injunctive relief is an appropriate remedy to enforcethese obligations.

The remedies in the Transaction Agreements will be

structured in such a way that they cannot be discharged orrejected in a bankruptcy proceeding. Among other things,this may require that the District have a security interest inor a pledge of the ownership interests in DC United.

No Party hereto shall have the right to assign or transfer, orpermit the assignment or transfer of, this Term Sheetwithout the prior written consent of the other Party.

This Term Sheet shall be superseded by the variousTransaction Agreements which are to be entered into by the

1l

C. Waiver:

Parties in connection with the construction, development,management and operation of the Stadium Project. TheParties agree to endeavor to enter into TransactionAgreements evidencing all of the understandings set forthin this Term Sheet. Pending the execution and delivery ofsuch Transaction Agreements, except for the agreementregarding exclusive negotiations set forth below, and toproceed in an effort to fnalize all of the TransactionAgreements contemplated by this Agreement by not laterthan October 1,2073, this Term Sheet solely constitutes an

expression of intent and is not binding on the Parties. It isexpressly agreed that, until the Transaction Agreementshave been executed and delivered by the Parties, this TermSheet and the negotiations arising therefrom shall notcreate or give rise to any contractual or other legallyenforceable rights, obligations or liabilities of any kind onthe part of the District other than as expressly set forthherein. The Transaction Agreements shall provide that anysuccessors and permitted assigns of DC United shall be

bound by the Transaction Agreements in their entirety.

If the Transaction Agreements have not been finalized byOctober I, 2013, either Party may terminate this TermSheet by written notice to the other Party, in which eventthe Parties shall have no further obligations hereunder.

The Transaction Agreements shall be subject to theapproval of the Council of the District of Columbia. TheParties also understand that certain provisions of this TermSheet may require statutory changes including, but notlimited to, the phased-in payment in lieu of taxescontemplated by Section 1.F. The obligations of theDistrict under the Transaction Agreements shall be subjectto the federal and District Anti-Deficiency Acts.

The failure of a Party to insist upon strict performance ofany of the terms or provisions of this Term Sheet shall notbe construed as a waiver or as a relinquishment for thefuture of such term or provision. No waiver by a Party ofany term or provision of this Term Sheet shall be deemedto have been made unless expressed in writing and signedby such Party.

If any clause or provision of this Term Sheet is or becomesillegal, invalid, or unenforceable because of present orfuture laws or any rule or regulation of any governmentalbody or entity, then the remaining parts of this Term Sheet

t2

D. Severability:

E. Applicable Law:

F. Notices:

shall not be affected.

This Term Sheet shall be governed by and interpreted inaccordance with the intemal laws of the District ofColumbia, without giving effect to conflict of lawsprovisions.

All notices or other communications required or desired tobe given with respect to this Term Sheet shall be in writingand shall be delivered by hand or by courier service, or sentby registered or certified mail, return receipt requested,bearing adequate postage and properly addressed as

provided below. Each notice given by mail shall bedeemed to be given by the sender when received or refusedby the Party intended to receive such notice: each noticedelivered by hand or by courier service shall be deemed tohave been given and received when actually received bythe Party intended to receive such notice or when suchParty refuses to accept delivery of such notice. Upon achange of address by either Party, such Party shall givewritten notice of such change to the other Party inaccordance with the foregoing.

To District:

Allen Y. LewCity AdministratorJohn A. Wilson Building1350 Pennsylvania Avenue, N.W.Suite 521Washington, D.C. 20004

with a copy to:

Scott BurrellChief Operating OfficerDepartment of General Services200014th Street, N.W.8th FloorWashington, D.C. 20009

with a copy to:

Susan C. Longstreet, EsquireDeputy Attomey General - Commercial DivisionOffice of the Attomey General for the District of Columbia441 4th Street, N.W.1Oth FloorWashington, D.C. 20001

G.

H.

Entire Agreement:

Exclusive Negotiations:

To DC United:

Jason LevienDC United2400East Capitol Street, S.E.Washington, D.C. 20003

with a copy to:

David MincbergDC United2400 East Capitol Street, S.E.Washington, D.C. 20003

with a copy to:

Jon S. Bouker, Esq.Arent Fox LLPI717 K Street, N.W.Washington, D.C. 20036

This Term Sheet constitutes the entire agreement amongthe Parties with respect to the subject matter hereof, andthere are no agreements among them with respect to thesubject matter hereof other than as set forth herein.

DC United agrees that, until January I, 2014, DC Unitedshall negotiate exclusively and in good faith with theDistrict with respect to the Transaction Agteements and theconstruction of a new soccer stadium for DC United.During the negotiation period, DC United shall not solicitor entertain offers or proposals from other jurisdictions orparties concerning the construction of a new soccerstadium, and the District shall work diligently to negotiatethe Transaction Agreements, acknowledging that time is ofthe essence to the Parties.

l4

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this TermSheet as ofthe year date set forth above.

DISTRI F COLUMBIA

By:Name: C. GrayTitle: Mayor

DC SOCCER, LLC

By:Name:Title: Partner

l5

EXHIBIT A

Description of Stadium Site

v,Jirr

osrsw 0stsw Q St Sttv

15

RStgW

.Lgl

wn

:!:'(rt

Ut$t{

N'=(l,(/,

v,€ a

r")t'Egrfiwr'1.l

I3l

$,qt4<

T-<tr

AJ

UI4

ltr=clflgl

TADIUM SITE

Square 605

Square 661

Square 607

Northern portionofSquare 665

sstsw $ Si Stt6{t