Proposed Contract between Events DC and DC Football Stadium LLC

June 16, 2026

The Honorable Phil Mendelson
Chairman
Council of the District of Columbia
John A. Wilson Building
1350 Pennsylvania Avenue, NW, Suite 504
Washington, DC 20004

Re: Stadium Seat Rights Funding Agreement between DC Football Stadium
LLC and Events DC

Dear Chairman Mendelson:

Pursuant to D.C. Official Code § 2- 352.02(a), enclosed for consideration and
approval by the Council of the District of Columbia is the Stadium Seat Rights
Funding Agreement (“SSRFA”) between Events DC and DC Football Stadium LLC
(“StadCo”), an affiliate entity of the Washington Commanders that will be
responsible for development and construction of the new Washington Commanders
stadium. The proposed agreement has a not -to-exceed amount of $975,000,000
(“Not-to-Exceed Amount”).

The purpose of this contract is to unequivocally dedicate to stadium construction
costs the proceeds of the District’s sale of seat rights at the new Commanders
stadium in accordance with the Robert F. Kennedy Campus Redevelopment
Amendment Act of 2025” (D.C. Law 26- 54; effective November 21, 2025; D.C.
Official Code §10- 1605.01, et seq.) (“RFK Stadium Act”) . Section 4(c)(2) of the
RFK Stadium Act provides that the “Mayor may sell Stadium seat rights to the
Developer pursuant to the Terms of the Term Sheet.” Section 4.7 of the Term Sheet
for the Redevelopment of a Portion of the RFK Stadium Campus between the
District and Pro-Football LLC dated April 28, 2025 (“Term Sheet’) provides that
the proceeds of StadCo’s purchase of such Seat Rights shall be “unequivocally
dedicated to the construction of the Stadium.” Section 8(a) of the RFK Stadium Act
further provides that the “Mayor may assign or transfer to an instrumentality or
authority of the District . . . (2) the authority to sell Seat Rights to the Developer
pursuant to the terms of the Term Sheet.”

The Mayor will transfer the District’s seat rights to Events DC through a $0 bill of
sale to be executed along with the other project transaction documents . Further,
Events DC and StadCo will enter into a Stadium Seat Right Sales and
Administration Agreement (“SSRSAA”), which will govern how StadCo acquires
the seat rights from Events DC, with the exchange of funds from these seat rights
sales conducted under the SSRFA.

Events DC’s funding obligations under the SSRFA will be accomplished by StadCo
depositing into a stadium construction trust the amounts payable to Events DC by
The Honorable Phil Mendelson
June 16, 2026
Page 2

StadCo for the seat rights, all as required by the SSRFA. To be clear, Events DC is
not providing new or additional funding to the Commanders or StadCo, and neither
Events DC, the District nor the Commanders/StadCo retain any revenue from this
transaction. Rather, StadCo is purchasing the seat rights and the revenue will be
directed to cover construction costs in accordance with the RFK Stadium Act.

The proposed period of performance is from date of execution until the earlier of:
(a) payment of the Aggregate Purchase Price under the Stadium Seat Rights Sales
and Administration Agreement (which in no case shall exceed the Not-to-Exceed
Amount); or (b) expiration of the Stadium Seat Rights Sales and Administration
Agreement.

As always, I am available to discuss any questions you may have.

Sincerely,

Angie M. Gates
President and Chief Executive Officer

copy: Nicole B. Jackson, Esq., General Counsel, Events DC

Enclosures

CONTRACT SUMMARY
DC FOOTBALL STADIUM LLC
STADIUM SEAT RIGHTS FUNDING AGREEMENT

A. The contract number, proposed contractor, contract amount, unit and method of
compensation, contract term, and type of contract

Proposed Contractor: DC Football Stadium LLC (“StadCo”)

Contract No.: N/A

Contract Amount: An amount Not-to-Exceed $975,000,000 (“Not-to-
Exceed Amount”)

Unit/Method of Compensation: Events DC’s obligation to remit seat rights proceeds
to StadCo for stadium construction costs will be
exactly equal to the amount that StadCo remits to
Events DC for such seat rights subject to the Not-to-
Exceed Amount.

Term of Contract: From date of execution until the earlier of (a)
payment of the Aggregate Purchase Price; or (b)
expiration of the Stadium Seat Right Sales and
Administration Agreement.

Type of Contract: Stadium Seat Rights Funding Agreement
(“SSRFA”)

B. The goods or services to be provided, including a description of the economic impact
of the proposed contract, the social impact of the proposed contract, the methods of
delivering goods or services, and any significant program changes reflected in the
proposed contract:

Section 3(3) of the Robert F. Kennedy Campus Redevelopment Amendment Act of 2025”
(D.C. Law 26-54; effective November 21, 2025; D.C. Official Code §10-1605.01, et seq.)
(“RFK Stadium Act”) notes that the redevelopment of the RFK Campus presents a “once-
in-a-generation opportunity to continue to revitalize the Anacostia Waterfront, catalyze
growth, and develop a vibrant, mixed- use development featuring community sports,
professional sports, public recreation, public park space, and cultural amenities ” and that
the development “will provide the District with significant economic, cultural, social, and
financial benefits. ” P ursuant to the RFK Stadium Act the redevelopment proje ct is to
include a new, first -class state-of-the-art, sports stadium with supporting facilities,
including parking, and infrastructure, for use by the Washington Commanders, among
other facilities and amenities.

2
Section 4(c)(2) of the RFK Stadium Act provides that the “Mayor may sell Stadium S eat
Rights to the Developer pursuant to the Terms of the Term Sheet.” Section 4.7 of the Term
Sheet for the Redevelopment of a Portion of the RFK Stadium Campus between the District
and Pro-Football LLC dated April 28, 2025 (“Term Sheet”) provides for the District to sell
Stadium Seat Rights to StadCo and that the proceeds of StadCo’s purchase of such Seat
Rights be “unequivocally dedicated to the construction of the Stadium.”

Section 8(a) of the RFK Stadium Act further provides that the “Mayor may assign or
transfer to an instrumentality or authority of the District . . . (2) the authority to sell Seat
Rights to the Developer pursuant to the terms of the Term Sheet.” The Mayor will convey
all of the District’s seat rights to Events DC through a $0 bill of sale to be executed along
with all the other project transaction documents.

Importantly, Events DC is not providing new or additional funding to the Commanders or
StadCo, and neither Events DC, the D istrict nor t he Commanders/StadC o retains any
revenue from this transaction. The SSRFA is intended to implement the provisions of the
RFK Stadium Act and the Term Sheet with respect to seat rights, including unequivocally
dedicating to stadium construction costs the proceeds from Events DC’s sale of seat rights
to StadCo.

The SSRFA works in conjunction with several other agreements and transactions ,
including:
• A $0 bill of sale by which the District, as owner of the Stadium, will transfer the
seat rights to Events DC.

• A Stadium Seat Right Sales and Administration Agreement (“SSRSAA”) between
Events DC and StadCo, which will govern how StadCo acquires the seat rights
from Events DC with the exchange of funds occurring under the SSRFA. Under the
SSRSAA, StadCo will purchase all the stadium seat rights from Events DC for an
agreed upon price, which in no event shall exceed the Not -to-Exceed Amount
(“Aggregate Purchase Price”). StadCo will periodically (likely in 3 to 5 tranches)
purchase blocks of seat rights from Events DC and then sell them to individual seat
rights holders. Under SSRSAA (and the project Develop ment and Financing
Agreement), once Events DC receives the proceeds of a StadCo block seat rights
purchase, it must contribute the same amount towards construction of the Stadium.

• A Construction Funds Trust Agreement between StadCo and a construction funds
trustee (“Trustee”), which will provide for the receipt of the various project funding
sources (District contributions, Events DC contributions, seat rights sales proceeds,
and StadCo funding sources) and disbursement of those received funding sources
to pay construction and other eligible project costs.

The SSRFA directs StadCo to make payment for its purchase of seat rights blocks from
Events DC to the Trustee. The SSRFA further provides that StadCo ’s deposit of such
payment amount with the Trustee likewise satisfies Events DC’s obligation to
unequivocally dedicate the seat sale proceeds towards s tadium construction. In effect,

3
rather than StadCo wiring funds to Events DC in the amount of a purchased block of seats
and Events DC immediately wiring the same amount back to StadCo , payment to the
Trustee by StadCo satisfies both sides of the transaction.

C. The selection process, including the number of offerors, the evaluation criteria, and
the evaluation results including price and technical components:

The SSRFA was the result of a negotiation between Events DC and StadCo and is part of
a set of integrated transaction documents among the District, Events DC, and
Commanders-controlled entities, including StadCo, governing the redevelopment of the
RFK Stadium Campus and construction of the new Commanders Stadium and related
facilities.

D. The background and qualifications of the proposed contractor including its
organization, financial stability, personnel, and prior performance on contracts with
the District of Columbia government:

StadCo is a Delaware limited liability company established to develop, operate, and
manage the new stadium that will serve as the future home of the Washington
Commanders. StadCo is an affiliate of Pro-Football LLC, the owner and operator of the
Washington Commanders, a National Football League franchise with deep roots in the
Washington metropolitan area and in the region.

Through Pro-Football LLC and its affiliated organizations, the Washington Commanders
organization brings substantial financial resources, operational expertise, and extensive
experience in the development and management of major sports and entertainment
facilities. StadCo will be responsible for supporting the development, operation,
maintenance, and management of the new stadium and related project infrastructure and
will serve as a reliable, long-term partner to the District and Events DC.

E. Performance standards and the expected outcomes of the proposed contract:

The SSRFA represents a critical component of the Commanders stadium funding and
financing plan as contemplated by the Term Sheet and the Act.

F. A certification that the proposed contract is within the appropriated budget
authority for the agency for the fiscal year and is consistent with the financial plan
and budget adopted in accordance with §§ 47-392.01 and 47-392.02:

See attached funding certificate.

G. A certification that the proposed contract is legally sufficient:

See attached Certificate of Legal Sufficiency.

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H. A certification that the proposed contractor is current with its District and federal
taxes or has worked out and is current with a payment schedule
approved by the District or federal government:

See attached Clean Hands Certificate.

I. The status of the proposed contractor as a certified local, small, or disadvantaged
business enterprise:

The contractor is not a certified local, small, or disadvantaged business enterprise.

J. Other aspects of the proposed contract deemed significant:

None.

K. A statement indicating whether the proposed contractor is currently debarred from
providing services to any governmental entity (federal, state, or municipal) the dates
of the debarment, and the reasons for the debarment:

StadCo is not debarred from providing services to any governmental entity.

1101 4th Street, SW
Washington, DC 20024
Date of Notice: June 15, 2026 L0016690882Notice Number:
FEIN: **-***5627
Case ID: 19001563

Government of the District of Columbia
Office of the Chief Financial Officer
Office of Tax and Revenue
DC FOOTBALL STADIUM LLC
4600 RIVER RD
RIVERDALE MD 20737-1248

Branch Chief, Collection and Enforcement Administration
Authorized By Melinda Jenkins
To validate this certificate, please visit MyTax.DC.gov. On the MyTax DC homepage, click the
“Validate a Certificate of Clean Hands” hyperlink under the Clean Hands section.
CERTIFICATE OF CLEAN HANDS
As reported in the Clean Hands system, the above referenced individual/entity has no outstanding
liability with the District of Columbia Office of Tax and Revenue or the Department of Employment
Services. As of the date above, the individual/entity has complied with DC Code § 47-2862, therefore
this Certificate of Clean Hands is issued.
TITLE 47. TAXATION, LICENSING, PERMITS, ASSESSMENTS, AND FEES
CHAPTER 28 GENERAL LICENSE
SUBCHAPTER II. CLEAN HANDS BEFORE RECEIVING A LICENSE OR PERMIT
D.C. CODE § 47-2862 (2006)
§ 47-2862 PROHIBITION AGAINST ISSUANCE OF LICENSE OR PERMIT
1101 4th Street SW, Suite W270, Washington, DC 20024/Phone: (202) 724-5045/MyTax.DC.gov

COPY
M E M O R A N D U M
TO: J
ennifer Budoff
Budget Director
Council of the District of Columbia
FRO
M:
DATE:
Veronica Taylor
Interim Chief Financial Officer
June 16, 2026
RE: F
unding Certification for the Stadium Seat Rights Funding Agreement
(“SSRFA”) between the Washington Convention and Sports Authority
(“Events DC”) and DC Football Stadium LLC (“StadCo”)
The pur
pose of this memorandum is to provide certification of funding for the SSRFA. On
behalf of Events DC, I hereby certify that Events DC’s obligation under the SSRFA is to
unequivocally dedicate the proceeds from Events DC’s sale to StadCo of stadium seat rights,
which proceeds shall not exceed $975,000,000, to construction of the new Washington
Commanders stadium at the RFK Campus . The funding for these transactions will be
accomplished by StadCo depositing into a stadium construction trust the amounts payable
to Events DC by StadCo for the seat rights , all as required by the SSRFA. B ecause the
expenditure obligations under the SSRFA will be equal to the revenue generated by the seat
rights sales, the seat rights transactions will have no net impact on Events DC’s financial
position.
Ple
ase feel free to contact me if you have any questions.
copy:
Angie M. Gates, President and CEO, Events DC
Nicole Jackson, Esq., General Counsel, Events DC

M E M O R A N D U M

TO: Angie M. Gates
President and Chief Executive Officer

FROM: Nicole B. Jackson
General Counsel

DATE: June 16, 2026

SUBJECT: Certification of Legal Sufficiency for the Stadium Seat Rights Funding
Agreement between the Washington Convention and Sports Authority and
DC Football Stadium LLC

I. Description of Proposed Contract Action

The proposed action is a Stadium Seat Rights Funding Agreement (“SSRFA”) between the
Washington Convention and Sports Authority (“Events DC”) and DC Football Stadium
LLC (“StadCo”) that will, among other things, unequivocally dedicate the proceeds of the
District’s sale of seat rights for the new Washington Commanders stadium to stadium
construction costs in accordance with the Robert F. Kennedy Campus Redevelopment
Amendment Act of 2025” (D.C. Law 26-54; effective November 21, 2025; D.C. Official
Code §10-1605.01, et seq.) (“RFK Stadium Act”). The SSRFA has a not-to-exceed amount
of $975,000,000. The funding for these transactions will be achieved by StadCo’s deposit
into a stadium construction trust the amounts payable to Events DC by StadCo for the seat
rights, all as required by the SSRFA.

II. Procurement Review

Section 4(c)(2) of the RFK Stadium Act provides that the “Mayor may sell Stadium seat
rights to the Developer pursuant to the Terms of the Term Sheet.” Section 4.7 of the Term
Sheet for the Redevelopment of a Portion of the RFK Stadium Campus between the
District and Pro-Football LLC dated April 28, 2025 (“Term Sheet”) provides that the
proceeds of StadCo’s purchase of such seat rights be “unequivocally dedicated to the
construction of the Stadium.”

Section 8(a) of the RFK Stadium Act further provides that the “Mayor may assign or
transfer to an instrumentality or authority of the District . . . (2) the authority to sell Seat
Rights to the Developer pursuant to the terms of the Term Sheet.” The Mayor will transfer
to Events DC the authority to sell the seat rights through a $0 bill of sale to be executed
along with all the other project transaction documents.

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The SSRFA, along with the Stadium Seat Rights Sales and Administration Agreement, is
intended to implement the seat rights funding provisions of the RFK Stadium Act and the
Term Sheet.

III. Legal Review

The Office of the General Counsel has reviewed the SSRFA and finds it to be legally
sufficient.

The Contract package includes:

1. Council Transmittal Letter
2. Contract Summary
3. Clean Hands Certificate
4. Certification of Funding Availability
5. Certification of Legal Sufficiency
6. Events DC Board of Directors Resolution
7. Stadium Seat Rights Funding Agreement

THE WASHINGTON CONVENTION AND SPORTS AUTHORITY
RESOLUTION OF THE BOARD OF DIRECTORS
No. 26-12

APPROVAL OF STADIUM SEAT RIGHTS FUNDING AGREEMENT FOR THE NEW
WASHINGTON COMMANDERS STADIUM

WHEREAS, the District of Columbia, (“District”), and the Washington Convention and
Sports Authority (“Authority) have determined that the development and construction of a new,
first-class, approximately 65,000 -seat, state -of-the-art stadium with a roof and supporting
facilities and infrastructure (collectively, the “Stadium”) to host Washington Commanders games
as well as numerous other sporting, entertainment, cultural and civic events will continue to
revitalize the Anacostia Waterfront and catalyze growth by anch oring a vibrant, mixed -use
development featuring community sports, public recreation, public park space, and cultural
amenities; and

WHEREAS, pursuant to the Robert F. Kennedy Campus Redevelopment Amendment Act
of 2025 (D.C. Law 26-54; effective November 21, 2025; D.C. Official Code § 10-1605.01, et seq.) (the
“Act”), the District was authorized to participate, as further described therein, in the financing,
developing, constructing, operating, and leasing of the Stadium , including the right to sell,
license, or otherwise transfer certain rights to use and occupy seats in the Stadium (“Stadium Seat
Rights”); and

WHEREAS, DC Football Stadium LLC (“StadCo”), which will serve as developer of the
new Stadium, is an entity under common control with Pro -Football LLC, which owns the
National Football League football franchise known as the Washington Commanders; and

WHEREAS, pursuant to Section 8(a)(2) of the Act, the District will convey to Events DC
the entirety of the Stadium Seat Rights for seats that are available and intended for sale to the
general public, which Stadium Seat Rights the Authority will in turn sell to StadCo pursuant to a
Stadium Seat Rights Sales and Administration Agreement (“Administration Agreement”); and

WHEREAS, the Authority has negotiated a Stadium Seat Rights Funding Agreement,
(“Funding Agreement”) with StadCo, pursuant to which the Authority directs that amounts
payable by StadCo for Stadium Seat Rights purchased under the Administration Agreement ,
which amount shall not exceed $975,000,000, be deposited in a designated construction trust for
the Stadium and irrevocably dedicated to the payment or reimbursement of costs related to the
development and construction of the new Stadium; and
Docusign Envelope ID: BDCB838A-18E6-8AE7-8349-8163D7BB452E

2 of 3

WHEREAS, Staff has recommended approval of the Funding Agreement with StadCo
and the President and Chief Executive Officer, and the Real Estate and Economic Development
Committee concur in that recommendation; and

WHEREAS, because the expenditure obligations under the Funding Agreement will be
equal to the revenue generated by the seat rights sales, the seat rights transactions will have no
net impact on the Authority’s financial position.

NOW, THEREFORE, BE IT RESOLVED THAT, the Board of Directors of the
Washington Convention and Sports Authority accepts the recommendation of the President and
Chief Executive Officer and the Real Estate and Economic Development Committee and hereby
approves the Stadium Seat Rights Funding Agreement with the amount dedicated to the costs of
the development and construction of the new Stadium not to exceed $975,000,000, subject to the
approval of the Council of the District of Columbia (“Council”) in accordanc e with D.C. Code §
1-204.51.

AND BE IT FURTHER RESOLVED THAT , the President and Chief Executive Officer
shall submit the Funding Agreement to the Council for approval as required herein.

This Resolution No. 26-12 may be executed in counterparts.

___________________________________
Leif Dormsjo, Chairperson

__________________________________
Cherrie Doggett, Vice Chairperson

____________________________________
Monica Ray, Secretary

____________________________________
Jay Haddock Ortiz, Treasurer

____________________________________
Nina Albert, Member

____________________________________
Alan Bubes, Member
Docusign Envelope ID: BDCB838A-18E6-8AE7-8349-8163D7BB452E

3 of 3

__________________________________
Marisa Flowers, Member

___________________________________
Solomon Keene, Member

__________________________________
Brian Kenner, Member

___________________________________
Glen Lee, Member

___________________________________
George T. Simpson, Member

Resolution No. 26-12
Dated: June 11, 2026
Docusign Envelope ID: BDCB838A-18E6-8AE7-8349-8163D7BB452E

1626987923.5

STADIUM SEAT RIGHTS FUNDING AGREEMENT
BY AND BETWEEN
WASHINGTON CONVENTION AND SPORTS AUTHORITY t/a EVENTS DC
AND
DC FOOTBALL STADIUM LLC

DATED AS OF [_____], 2026

1626987923.5
TABLE OF CONTENTS1

1 To be inserted.

STADIUM SEAT RIGHTS FUNDING AGREEMENT
This STADIUM SEAT RIGHTS FUNDING AGREEMENT (as it may be amended,
restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of
[____], 2026 (the “ Commencement Date”), by and between WASHINGTON CONVENTION
AND SPORTS AUTHORITY t/a EVENTS DC, an independent authority of the District of
Columbia (“Events DC”), and DC FOOTBALL STADIUM LLC , a Delaware limited liability
company (“StadCo”).
RECITALS
A. StadCo is an entity under common control with Pro- Football LLC, a Maryland
limited liability company (“ TeamCo”), which owns a professional football franchise that is a
member club of the National Football League (“NFL”) and known as of the Commencement Date
as the Washington Commanders (“Team”).
B. The District of Columbia, a municipal corporation (“District”), and Events DC have
determined that the development and construction of a new, first-class, approximately 65,000-seat,
state-of-the-art stadium with a roof and supporting facilities and infrastructure (collectively, the
“Stadium”), for use in hosting Team Games and numerous other sporting, entertainment, cultural,
and civic events, will continue to revitalize the Anacostia Waterfront and catalyze growth by
anchoring a vibrant, mixed-use development featuring community sports, public recreation, public
park space, and cultural amenities.
C. Pursuant to the Robert F. Kennedy Campus Redevelopment Act of 2025 (D.C. Law
26-54; effective November 21, 2025; D.C. Official Code § 10- 1605.01, et seq.) (the “ Act”), the
District was authorized to participate, as further described therein, in the financing, developing,
constructing, operating, and leasing of the Stadium.
D. In connection with the design, development, construction, operation, use, and
occupancy of the Stadium, (i) Events DC, the District, and StadCo, among others, are entering into
that certain Development and Financing Agreement, dated as of the Commencement Date (as it
may be amended, restated, supplemented or otherwise modified from time to time, the
“Development Agreement”), pursuant to which StadCo will agree (A) on behalf of the District and
Events DC, to administer and manage the design, development, and construction of the Stadium
and (B) to pay a portion of the Costs of, including the payment of any Cost Overruns with respect
to, the development and construction of the Stadium as described therein, (ii) StadCo and the
Construction Funds Trustee, among others, are entering into that certain Construction Funds Trust
Agreement, dated as of the Commencement Date (as it may be amended, restated, supplemented
or otherwise modified from time to time, the “Construction Funds Trust Agreement”), concerning
the collection, retention, and disbursement of all amounts necessary to pay the Costs of the design,
development, and construction of the Stadium , and (iii) the District and StadCo are entering into
that certain Stadium Lease Agreement, dated as of the Commencement Date (as it may be
amended, restated, supplemented, or otherwise modified from time to time, the “Stadium Lease
Agreement”), concerning the long-term use of the Stadium. This Agreement must be concurrently
executed and delivered with the Development Agreement and the Stadium Lease Agreement.

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68534382-v
E. Due to its ownership of the Stadium, the District is the initial, sole owner of the
rights (the “Stadium Seat Rights”) to sell, license, or otherwise transfer rights with respect to the
use and occupancy of any and all of the seats located in the Stadium available and intended for
sale to the general public (the “Manifested Seats”).
F. In connection with the execution and delivery of this Agreement and the Seat Rights
Sales Agreement (as defined below) , and pursuant to Section 8(a) of the Act, the District has
executed and delivered or will execute and deliver to Events DC a [Bill of Sale] (the “District Bill
of Sale”), pursuant to which the District conveys to Events DC the entirety of the Stadium Seat
Rights relating to the Manifested Seats not located in, or accessible through, the Suites (as defined
in the Stadium Lease Agreement).
G. In connection with the execution and delivery of this Agreement the Parties have
executed and delivered or will execute and deliver a Stadium Seat Rights Sales and Administration
Agreement (as it may be amended, restated, supplemented, or otherwise modified from time to
time, the “Seat Rights Sales Agreement ”) that governs the sale of the Acquired Seat Rights by
Events DC to StadCo in exchange for StadCo’s payment of the Aggregate Purchase Price to Events
DC.
H. Events DC and StadCo desire that this Agreement direct that the funds paid or
payable by StadCo to or for the benefit of Events DC with respect to the Aggregate Purchase Price
pursuant to the Seat Rights Sales Agreement be deposited to the Construction Funds Trust Account
for the payment of Costs of the Stadium as contemplated by the Development Agreement and the
Construction Funds Trust Agreement.
NOW, THEREFORE , in consideration of the foregoing Recitals, which are hereby
incorporated into this Agreement and form an integral part hereof, and the mutual promises,
undertakings, and covenants hereinafter set forth, and intending to be legally bound hereby, Events
DC and StadCo covenant and agree as follows:

ARTICLE I
DEFINITIONS
Section 1.1 Defined Terms. Capitalized terms used in this Agreement shall have the
meanings set forth in Schedule 1 to this Agreement, except where otherwise stated. Schedule 1
also contains rules of usage applicable to this Agreement.

ARTICLE II
APPLICATION OF AGGREGATE PURCHASE PRICE

Section 2.1. Payment of Aggregate Purchase Price. Events DC hereby directs StadCo
to remit the entirety of the Aggregate Purchase Price (which Aggregate Purchase Price in no event
shall exceed [ $975,000,000]), including any installment payment thereof as and when paid or
payable, to the Construction Funds Trustee pursuant to wire transfer instructions provided by the
Construction Funds Trustee for (a) immediate deposit to the Stadium Seat Rights Contribution
Trust Account and (b) the unequivocal dedication of the same to the payment or reimbursement of
Costs of the Stadium in accordance with the terms of the Development Agreement and the

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68534382-v
Construction Funds Trust Agreement. Within one (1) Business Day after StadCo remits such
payment to the Construction Funds Trustee, StadCo shall provide Events DC with written
confirmation that (x) the Construction Funds Trustee has received the applicable portion of the
Aggregate Purchase Price so remitted ; and (y) that such receipt fulfills Events DC’s obligation
under the Seat Rights Sales Agreement to unequivocally dedicate the applicable portion of the
Aggregate Purchase Price to the payment or reimbursement of Costs of the Stadium.

Section 2.2 Acknowledgments. Events DC hereby unequivocally dedicates the
Aggregate Purchase Price to the Costs of the Stadium pursuant to the terms and conditions of the
Project Documents.
Section 2.3 Representations and Warranties of StadCo . StadCo makes the following
representations and warranties (i) on the Commencement Date , and (ii) upon each date that an
installment of the Aggregate Purchase Price is deposited to the Stadium Seat Rights Contribution
Trust Account:
(a) Organization and Good Standing. StadCo is a limited liability company
duly created and validly existing pursuant to the laws of the Delaware and is qualified to do
business in District of Columbia. True, correct, and complete copies of the organizational
documents of StadCo have been delivered to Events DC on or before the Commencement Date,
and, after the Commencement Date, any amendments to such organizational documents shall be
provided to Events DC.
(b) Due Authorization. StadCo has full right, power, and authority to enter into,
execute, and deliver this Agreement and to perform its obligations hereunder.

(c) Binding Obligation. This Agreement has been duly executed and delivered
by StadCo and, when duly executed and delivered by Events DC, shall constitute a legal, valid,
and binding obligation of StadCo enforceable against StadCo in accordance with its terms.
(d) Governing Documents. The execution, delivery, and performance of this
Agreement by StadCo does not and will not result in or cause a violation or breach of, or conflict
with, any provision of its articles of organization, operating agreement or other governing
documents, or the NFL Rules and Regulations.
(e) No Conflicts. The execution, delivery, and performance of this Agreement
by StadCo does not and will not result in or cause a violation or breach of, conflict with, constitute
a default under, or require any consent, approval, waiver, amendment, authorization, notice, or
filing under any agreement, contract, understanding, instrument, mortgage, lease, indenture,
document, or other obligation to which StadCo is a party or by which StadCo or any of its
properties or assets are bound which violation, breach, conflict, or default, or failure to obtain such
consent, approval, waiver, amendment, or authorization, or to provide such notice or filing, would
reasonably be expected to have a material adverse effect on the ability of StadCo to perform its
obligations under this Agreement
(f) No Proceedings. There are no actions, suits, investigations, proceedings,
litigation, arbitration, administrative proceedings, or other similar proceedings pending or, to

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68534382-v
StadCo’s knowledge, threatened in writing against StadCo or its partners, shareholders, or
members which in any one case or in the aggregate, if decided adversely to StadCo or its partners,
shareholders, or members would materially impair StadCo’s ability to enter into and perform its
obligations under this Agreement.
(g) No Consents. No action, consent, or approval of, or registration or filing
with or other action by, any Governmental Authority or other Person is or will be required in
connection with the execution and delivery by StadCo of this Agreement or the assumption and
performance by StadCo of its obligations hereunder.
(h) Approval by NFL. The NFL has taken all currently necessary action under
the NFL Rules and Regulations to approve the terms of this Agreement.
(i) Prohibited Person. Neither StadCo nor any of its partners, shareholders, or
members is a Prohibited Person.
Section 2.4 Representations and Warranties of Events DC . Events DC makes the
following representations and warranties on the Commencement Date:
(a) Organization. Events DC is an independent authority of the District of
Columbia and has the power and authority to enter into, execute, and deliver this Agreement and
to perform its obligations hereunder.
(b) Authorization. Events DC has the power, authority, and legal right under
the laws of the District of Columbia to (i) execute and deliver this Agreement, (ii) observe all the
terms and provisions of this Agreement and all documents referenced in this Agreement, and (iii)
incur and perform its obligations under this Agreement and the transactions contemplated hereby.
(c) Binding Obligation and Enforcement. This Agreement constitutes the legal,
valid, and binding obligation of Events DC, enforceable against Events DC in accordance with its
terms and Applicable Laws.
(d) Governing Documents; Applicable Law . The execution, delivery, and
performance of this Agreement by Events DC does not and will not result in or cause a violation
or breach of, or conflict with, any provision of Events DC’s governing documents or Applicable
Law.
(e) No Conflicts. The execution, delivery, and performance of this Agreement
by Events DC does not and will not result in or cause a violation or breach of, conflict with,
constitute a default under, or require any consent, approval, waiver, amendment, authorization,
notice, or filing under any agreement, contract, understanding, instrument, mortgage, lease,
indenture, document, or other obligation to which Events DC is a party or by which Events DC or
any of its properties or assets are bound which violation, breach, conflict, or default, or failure to
obtain such consent, approval, waiver, amendment, or authorization, or to provide such notice or
filing, would reasonably be expected to have a material adverse effect on Events DC’s ability to
perform and satisfy its obligations and duties hereunder.

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ARTICLE III
TERM OF AGREEMENT; TERMINATION
Section 3.1 Term of Agreement. This Agreement, and (subject to the terms and conditions
hereof) the rights, duties, and obligations established hereby, is effective as of the Commencement
Date and shall terminate on the earlier to occur of the following: (a) StadCo’s payment in full of
the Aggregate Purchase Price and confirmation of its receipt of the final installment of the
Aggregate Purchase Price by the Construction Funds Trustee, and (b) the expiration or termination
of the Seat Rights Sales Agreement pursuant to the terms there of. Notwithstanding any
termination or expiration of this Agreement, the provisions of Articles IV (Assignment) and V
(Indemnification) of this Agreement shall survive any such termination or expiration of this
Agreement.
ARTICLE IV
ASSIGNMENT
Section 4.1 StadCo. Except in connection with any assignment permitted under Article 10
or Article 13 of the Stadium Lease Agreement, StadCo may not assign, transfer, or otherwise
dispose of any of its rights or duties hereunder without the prior written consent of Events DC in
its sole discretion. In each such case of an assignment permitted under this Agreement, StadCo
shall furnish the executed assignment and assumption agreement for such transaction to Events
DC, and the assignee therein shall, from and after the effectiveness of such assignment and
assumption agreement, be a party to this Agreement as successor to StadCo, and StadCo shall, to
the extent so assigned and assumed, be released from its liabilities or obligations under this
Agreement relating to periods after such assignment.
Section 4.2 Events DC . The rights and duties of Events DC under this Agreement shall
inure to the benefit of and be binding upon any successor to Events DC permitted under [Section
[___] of the [District Bill of Sale] without any further action or approval by StadCo.
ARTICLE V
INDEMNIFICATION
Section 5.1 Indemnification and Payment of Damages by StadCo. To the fullest extent
permitted by Applicable Law, StadCo shall protect, defend, hold harmless, and indemnify each
Events DC Indemnified Person from and against any and all Damages resulting from a Claim,
excluding, however, Damages to the extent resulting from the gross negligence or willful

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misconduct on the part of such Events DC Indemnified Person. The provisions of this Article V
shall survive the termination of this Agreement.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Amendments. No ne of the terms or provisions of this Agreement may be
amended, changed, waived, modified, or removed except by an instrument in writing executed
and delivered by Events DC and StadCo.
Section 6.2 Entire Agreement . This Agreement and the exhibits and schedules hereto
constitute the totality of the agreement between Events DC and StadCo with respect to the subject
matter set forth herein and supersedes all prior negotiations, representations, or agreements either
written or oral pertaining to the subject matter of this Agreement.
Section 6.3 No Presumption Against Drafter. This Agreement has been negotiated at arm’s
length and between Persons sophisticated and knowledgeable in the matters dealt with herein. In
addition, each Party had been represented by experienced and knowledgeable legal counsel.
Accordingly, this Agreement shall be interpreted to achieve the intents and purposes of the Parties,
without any presumption against the Party responsible for drafting any part of this Agreement.
Section 6.4 Severability. If any provision of this Agreement is held to be illegal, invalid,
or unenforceable under present or future Applicable Law, such provision shall be fully severable,
this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised a part of this Agreement , and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance from this Agreement, unless this construction would
constitute a substantial deviation from the general intent of the Parties as reflected in this
Agreement. Furthermore, there shall be added automatically as a part of this Agreement a
provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible
that is legal, valid, and enforceable.
Section 6.5 No Joint Venture. StadCo and Events DC are independent parties and nothing
contained in this Agreement shall be deemed or construed for any purpose to establish between
them, or any third party, a relationship of principal and agent, employment, partnership, or joint
venture. The Parties shall have no joint and several liability.
Section 6.6 Incorporation by Reference . All exhibits, schedules, or other attachments
referenced in this Agreement are incorporated by this reference as if fully set forth in this
Agreement. In the event of any conflict between this Agreement, on one hand, and any exhibit,
schedule, or other referenced attachment, on the other, this Agreement shall control. The Recitals
of this Agreement are hereby incorporated herein by this reference and made a substantive part of
the agreements herein between Events DC and StadCo.
Section 6.7 No Implied Waivers. No waiver by a Party of any term, obligation, condition,
or provision of this Agreement shall be deemed to have been made, whether due to any course
of conduct, continuance, or repetition of non- compliance, or otherwise, unless such waiver is
expressed in writing and signed and delivered by the Party granting the waiver. No express

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waiver shall affect any term, obligation, condition, or provision other than the one specified in
such waiver and that one only for the time and in the manner specifically stated. Without limiting
Events DC’s rights under any other provision in this Agreement, it is agreed that no receipt of
moneys by Events DC from StadCo after the expiration of the term of this Agreement or
termination of this Agreement shall reinstate, continue, or extend the term of this Agreement or
this Agreement, or affect any Notice given to StadCo prior to the receipt of such moneys.
Section 6.8 Notice of Matters. In the event that any Party receives knowledge about any
matter that may constitute a breach of any of its warranties or covenants set forth in this
Agreement that arises after the Commencement Date, it shall promptly notify the other Party of
the same in writing.
Section 6.9 Notices. Any notice, request, demand, instruction, or other document that this
Agreement expressly requires to be given or served as a “Notice” (each, a “Notice”) shall be in
writing and delivered (a) by U.S. Certified Mail (return receipt requested, postage pre -paid); (b)
by hand; (c) by reputable private overnight commercial courier service; or (d) by such other means
as the Parties may agree in writing; and, in each case, also by electronic copy at the email address
identified below (which copy, for the avoidance of doubt, shall not constitute Notice). For the
avoidance of doubt, any communication that is not a Notice may be made via email. Any Notice
served upon a Party in the manner aforesaid shall be deemed to have been received for all purposes
hereunder at the time such Notice shall have been: (i) if hand delivered to the Party against
receipted copy, when the copy of the Notice is receipted; (ii) if given by overnight courier service,
on the next Business Day after the Notice is deposited with the overnight courier service; or (iii)
if given by certified mail, return receipt requested, postage pre-paid, on the date of actual delivery
or refusal thereof. If Notice is tendered under the terms of this Agreement and is refused by the
intended recipient of the Notice, the Notice shall nonetheless be considered to have been received
and shall be effective as of the date provided in this Agreement. Notices shall be sent to each
Party at its address below; provided, that each Party may change its address for receipt of Notices
by service of a Notice of such change in accordance herewith. Notices may be given on behalf of
a Party by its attorneys.
To StadCo Prior to
Substantial
Completion Date:

DC Football Stadium LLC
c/o Pro-Football LLC
d/b/a Washington Commanders
1600 Ring Road
Landover, MD 20785
Attention: Chief Legal Officer
With a copy to: legaldepartment@commanders.com
(which copy shall not constitute Notice)
To StadCo From
and After to
Substantial
Completion Date:

DC Football Stadium LLC
c/o Pro-Football LLC
d/b/a Washington Commanders
[____]
Washington, DC 20003
Attention: Chief Legal Officer

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With a copy to: legaldepartment@commanders.com
(which copy shall not constitute Notice)

with a copy to: DLA Piper LLP (US)
500 Eighth St., N.W.
Washington, DC 20004
Attention: Mark D. Whitaker
With a copy to: mark.whitaker@us.dlapiper.com
(which copy shall not constitute Notice)
To Events DC: 801 Allen Y. Lew Place, NW
Washington, DC 20001
ATTN: President and CEO

with copies to: 801 Allen Y. Lew Place, NW
Washington, DC 20001
ATTN: General Counsel
Office of the Deputy Mayor
for Planning and Economic Development
The John A. Wilson Building
Suite 317
1350 Pennsylvania Avenue, N.W.
Washington, DC 20004
E-mail: dmpednotice@dc.gov
Attention: RFK Stadium

[Office of the Chief Financial Officer]
[________________]
[________________]
[Attn: ___________]
Any notice, request for approval, communication or amendment, demand, instruction, or
other document to be given hereunder that is not identified by the capitalized term “Notice” may
be given or served in the same manner as a Notice or by electronic mail, and shall be deemed
received as indicated above in this subsection or, if given by electronic mail, upon the recipient’s
electronic mail response confirming receipt.
Section 6.10 Calculation of Time . Unless otherwise stated, all references to “day” or
“days” means calendar days. If any time period set forth in this Agreement expires on other than
a Business Day, such period shall be extended to and through the next succeeding Business Day.
Section 6.11 Headings. The headings of the various sections, paragraphs, and
subparagraphs of this Agreement are for convenience only and shall not be considered or referred
to in resolving questions of interpretation.

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Section 6.12 Further Assurances . Each Party agrees to execute and deliver to the other
Party such additional documents and instruments as the other Party reasonably may request in
order to fully carry out the purposes and intent of this Agreement, provided that the Party receiving
the request will not incur any out -of-pocket expense or liability with respect to such additional
documents or instruments.
Section 6.13 Law Applicable; Forum for Disputes. This Agreement shall be governed by,
interpreted under, construed, and enforced in accordance with the laws of the District of
Columbia, without reference to the conflicts of laws provisions thereof. The Parties agree that
any suit, action, or proceeding arising out of this Agreement , or any transaction contemplated
hereby, shall be brought exclusively in (a) the courts of the District of Columbia and (b) the United
States District Court for the District of Columbia. The Parties irrevocably and unconditionally
waive any objection to the laying of venue of any action, suit, or proceeding arising out of this
Agreement or the transactions contemplated hereby in the courts named in clauses (a) and (b)
above, and hereby further waive and agree not to plead or claim in any such court that any such
action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
Section 6.14 Third Party Beneficiaries . Nothing in this Agreement shall create a
contractual relationship with or cause of action in favor of a third party against any Party and no
third party shall be deemed a third-party beneficiary of this Agreement or any provision hereof.
Section 6.15 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which shall together constitute one and
the same instrument. Execution and delivery of this Agreement by electronic copy or e-mail .pdf
(e.g., Adobe Sign) shall be sufficient for all purposes and shall be binding on any Person who so
executes.
Section 6.16 Conflict of Interests; Representatives Not Individually Liable. No official or
employee of Events DC shall participate in any decision relating to this Agreement which affects
his or her personal interests or the interests of any District of Columbia agency, partnership, or
association in which he or she is, directly or indirectly, interested. No official or employee of
Events DC shall be personally liable to StadCo or any successor -in-interest in the event of any
default or breach by Events DC or for any amount which may become due to StadCo or such
successor-in-interest or on any obligations hereunder. No Member (as defined in the Stadium
Lease Agreement), employee, officer, director, or manager of StadCo shall be personally liable
to Events DC or any successor-in-interest in the event of any default or breach by StadCo or for
any amount which may become due to Events DC or such successor -in-interest or on any
obligations hereunder.
Section 6.17 Injunctive Relief; Specific Performance. The Parties acknowledge that the
rights conveyed by this Agreement and the covenants of the Parties are of a unique and special
nature, and that any violation of this Agreement shall result in immediate and irreparable harm
to Events DC or StadCo, as applicable, and that in the event of any actual or threatened breach
or violation of any of the provisions of this Agreement each Party shall be entitled as a matter of
right to seek injunctive relief or a decree of specific performance from any court of competent
jurisdiction. The alleged breaching Party waives the right to assert the defense that such breach
or violation can be compensated adequately in monetary damages in an action at law.

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Section 6.18 Remedies Cumulative. All rights and remedies set forth in this Agreement
are cumulative and in addition to a Party’s other rights and remedies at law or in equity. A Party’s
exercise of any such right or remedy shall not prevent the concurrent or subsequent exercise of
any other right or remedy. Notwithstanding the foregoing, or any other provision of this
Agreement, Events DC shall not be liable for monetary damages under this Agreement for any
reason, including any actual or alleged breach or nonperformance by any Person, including Events
DC.
[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of
the Commencement Date.

STADCO:
DC FOOTBALL STADIUM LLC,
a Delaware limited liability company
By:
Name:
Title:

EVENTS DC:
WASHINGTON CONVENTION AND
SPORTS AUTHORITY t/a Events DC

Name:
Title:

SCHEDULE 1
DEFINITIONS
“Acquired Seat Rights ” shall have the meaning set forth in the Seat Rights Sales
Agreement.
“Affiliate” means, with respect to a specified Person, any other Person that directly or
indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common
Control with the Person specified. For purposes of this definition, the terms “Controls,”
“Controlled by”, and “under common Control” mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a Person.
“Aggregate Purchase Price” shall have the meaning set forth in the Seat Rights Sales
Agreement.
“Agreement” shall have the meaning set forth in the Preamble, as the same may be
amended, restated, supplemented, or otherwise modified from time to time.
“Applicable Law” means any applicable constitution, statute, rule, regulation, ordinance,
order, directive, code, interpretation, judgment, decree, injunction, writ, award, permit, license,
authorization, or requirement of any court, board, agency, bureau, commission, office, division,
subdivision, department, body, or authority of the United States or the District of Columbia.
“Bill of Sale” shall have the meaning set forth in the Seat Rights Sales Agreement.
“Business Day” means any day that is neither a Saturday, Sunday nor a day observed as a
holiday by the District of Columbia or the United States government.
“Claim” means any claim, demand, or dispute relating to this Agreement.
“Commencement Date” shall have the meaning set forth in the Preamble.
“Consent” means prior consent or approval of a Party in writing which shall not be
unreasonably withheld, conditioned, or delayed.
“Construction Funds Trust Agreement” shall have the meaning set forth in the Recitals.
“Construction Funds Trustee” shall have the meaning set forth in the Construction Funds
Trust Agreement.
“Cost Overruns” shall have the meaning set forth in the Development Agreement.
“Costs” shall have the meaning set forth in the Development Agreement.
“Damages” means any loss, liability, damage, cost, and expense, including costs of
investigation and defense and reasonable outside attorneys’ fees, whether for money damages, or
for equitable or declaratory relief, and may include incidental, consequential, exemplary, punitive,
and similar damages when asserted in connection with a third-party Claim.

“Development Agreement” shall have the meaning set forth in the Recitals.

“District” shall have the meaning set forth in the Recitals.
“District Bill of Sale” shall have the meaning set forth in the Recitals.
“Events DC” shall have the meaning set forth in the Preamble.
“Events DC Indemnified Persons ” means Events DC and its elected officials, appointed
officials, board members, volunteers, officers, employees, agents, and attorneys.
“Governmental Authority” means any federal, state, county, city, local, or other
governmental entity, authority or agency, court, tribunal, regulatory commission or other body,
whether legislative, judicial, or executive (or a combination or permutation thereof), and any
arbitrator to whom a dispute has been presented under Applicable Law or by agreement of the
Parties with an interest in such dispute. Any action or inaction of Events DC as the holder of the
Stadium Seat Rights shall not be considered actions of a Governmental Authority, and Events DC
does not waive any rights that it may have as a Governmental Authority.
“NFL” shall have the meaning set forth in the Recitals.
“NFL Rules and Regulations ” shall have the meaning set forth in the Development
Agreement.
“Party” or “Parties” means either or both of, as applicable, Events DC and StadCo.
“Person” means any natural person, sole proprietorship, corporation, partnership, trust,
limited liability company, limited liability association, unincorporated association, joint venture,
joint-stock company, Governmental Authority, or any other entity or organization.
“Prohibited Person” means any of the following Persons: (a) any Person (or any Person
whose operations are directed or controlled by such Person) who has been convicted of, has
pleaded guilty in a criminal proceeding for, or is an on-going target of a grand jury investigati on
concerning, a felony for one or more of the following: (i) fraud, (ii) intentional misappropriation
of funds, (iii) bribery, (iv) making false statements to a governmental agency, (v) improperly
influencing a governmental official, (vi) extortion, and (vii) conspiracy to commit any of the
foregoing clauses (i) through (vi); or (b) any Person organized in or controlled from a country, the
effects of the activities with respect to which are regulated or controlled pursuant to the following
United States laws and the regulations or executive orders promulgated thereunder: (x) the Trading
with the Enemy Act of 1917, 50 U.S.C. § 4301 et seq., as amended; (y) the International
Emergency Economic Powers Act of 1977, 50 U.S.C. § 1701 et seq., as amended; and (z) the
Antiterrorism and Arms Export Amendments Act of 1989, codified at Section 6(j) of the Export
Administration Act of 1979, 50 U.S.C. § 4605, as amended; or (c) any Person who has engaged in
any dealings or transactions (i) in contravention of the applicable anti -money laundering laws or
regulations or conventions or (ii) in contravention of Executive Order No. 13224 dated September
24, 2001 issued by the President of the United States (Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism),

as may be amended or supplemented from time-to-time or any published terrorist or watch list that
may exist from time to time; or (d) any Person who appears on or conducts any business or engages
in any transaction with any person appearing on one or more lists maintained by the U.S. Treasury
Department’s Office of Foreign Assets Control located at 31 C.F.R., Chapter V, Appendix A or is
a person described in Section 1 of the Anti-Terrorism Order described above; or (e) any Person
who could be debarred if the standards applied in Title 27, Section 2213 of the D.C. Municipal
Regulations were applied to such Person’s failure to satisfy a contractual obligation to the District
of Columbia; or (f) any Person who is on the District of Columbia’s list of debarred, suspended,
or ineligible Persons; or (g) any affiliate of any of the Persons described in any one or more of
clauses (a) through (f) above.
“Project Documents” shall have the meaning set forth in the Development Agreement.
“Seat Rights Sales Agreement” shall have the meaning set forth in the Recitals.
“StadCo” shall have the meaning set forth in the Recitals.

“Stadium” shall have the meaning set forth in the Recitals.
“Stadium Lease Agreement” shall have the meaning set forth in the Recitals.
“Stadium Seat Rights” shall have the meaning set forth in the Seat Rights Sales Agreement.
“Stadium Seat Rights Contribution Amount ” shall have the meaning set forth in the
Development Agreement.
“Stadium Seat Rights Contribution Trust Account” shall have the meaning set forth in the
Construction Fund Trust Agreement.
“Team” shall have the meaning set forth in the Recitals.
“TeamCo” shall have the meaning set forth in the Recitals.
“Team Games” shall have the meaning set forth in the Stadium Lease Agreement.

RULES AS TO USAGE

1. Use of Words. Unless the context clearly indicates to the contrary, for all purposes
of this Agreement, (a) words importing the singular number include the plural number and words
importing the plural number include the singular number; (b) words of the masculine gender
include correlative words of the feminine and neuter genders; (c) words importing persons include
any person; (d) any reference to a particular Section shall be to such Section of this Agreement;
(e) any reference to a particular Schedule or Exhibit shall be to such Schedule or Exhibit to this
Agreement, and to all sub-Exhibits related thereto ( e.g., references to Exhibit A shall include
Exhibit A-1, Exhibit A -2, etc.); (f) the words “hereof”, “herein”, and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement; and (g) the word
“includes” when used in this Agreement means “includes, without limitation,” and the word
“including” means “including, but not limited to”. No listing of specific instances, items, or
matters in any way limits the scope or generality of any language in this Agreement. This
Agreement shall not be construed more strictly against one Party than against the other, merely by
virtue of the fact that it may have been prepared primarily by counsel for one of the Parties.

2. Materiality. The words “material”, “materially”, “materiality”, and words of
similar import when used in this Agreement shall mean, as the context may require, any change,
event, circumstance, fact, development, condition, or effect that, either individually or in the
aggregate, has adversely affected, or could reasonably be expected to adversely affect, the Parties’
rights under this Agreement to a level that would significantly influence a Party’s judgment or
decision.