AAMAS. Memorandum of Understanding This Memorandum of Understanding (“MOU”) is made and entered into as of the day of , 2015, by and between the City of Marietta (the “City) and Atlanta United Football Club, LLC (“AUFC”). The City and AUFC are collectively referred to herein as the “Parties” and individually as a “Party.” WHEREAS, AUFC is the owner and operator of Atlanta United FC (the “Team”) a startup Major League Soccer (“MLS”) franchise that promises to be a valued community member going forward; and WHEREAS, AUFC has determined that it is in the best interests of the Team to locate its team headquarters and practice facilities on Franklin Road within the City of Marietta; and WHEREAS, AUEC after an exhaustive site search and analysis of numerous potentiat sites around the Metro Atlanta area, determined that the development and construction of a world class practice and training facility is vital to its interests and success; and WHEREAS, the City and Cobb County, Georgia (he “County”) believe that the development and construction of the team headquarters and’ world class practice and training facility will provide a significant and much needed catalyst for revitalization and continuing redevelopment of the property in the Franklin Road corridor; and WHEREAS, the Parties believe that the Team headquarters and training facility will serve as a catalyst for a significant redevelopment project which both sides hope will eventually include private, complimentary mixed-use developments throughout Franklin Road; and WHEREAS, the City, the County, and the Gateway Marietta Community Improvement District (“CID”) are willing to make significant investments in redevelopment throughout the Franklin Road Corridor (the City, the County, the Development Authority of the City of Marietta and the CID are sometimes referred to collectively as the “Public Bodies”); and WHEREAS, the Parties have concluded that the proposed ground lease for approximately thirty-two (32) aeres of City-owned Jand for the AUFC world headquarters, training and practice facilities, and anticipated redevelopment in the area is in the best interests of the Parties and the citizens of the City, the County, metropolitan Atlanta and the State of Georgia; and WHEREAS, the Parties are presenting hereby the essential terms and conditions regarding the subject matter described herein to the City Council of Marietta; and NOW, THEREFORE, the Parties agree as follows: ATLANTA 56564197Background ‘The Parties wish to oufline certain material terms of their agreement regarding the ground lease, construction and operation within the City of Marietta for exclusive use by AUFC on the terms and conditions of this MOU its headquarters and practice and training facilities, including the Site (as hereinafter defined) and six lighted fields (the “Facilities”, ‘This MOU presents the Parties’ present understanding conceming those material terms. ‘This MOU is intended as a binding agreement governing the matters set forth herein, however, this MOU is not intended as a complete and final agreement governing these matters, and is subject to the Parties’ negotiation and execution of customary definitive agreements regarding the matters set forth in Sections 1 through 26 herein governing such matters in greater detail. ‘The Parties do intend for this MOU to be binding as to the points specifically addressed by this MOU and to bind the Parties to negotiate in good faith to develop and execute one or more-final agreements consistent with those specific points, including, without limitation, a tong form ground lease (the “Ground Lease”) to be executed by the Parties, an intergovernmental agreement among the City, the County, and the Development Authority of the City of Marietta (the “Authority") (the “Intergovernmental Agreement”), necessary bond financing documents to be executed as applicable by the Public Bodies in connection with their respective financial contributions(the “Bond Documents”), a revenue sharing agreement between the City and AUFC (the “Revenue Share” Agreement”) with respect to events held by the City at the Facilities and such other long form agreements as may be necessary to effectuate the transactions contemplated by this MOU (collectively, the “Definitive Documents”). Any reference in this MOU to AUFC shall mean AUFC or any such Affiliate created for such purpose. As used herein, “Affiliate” means, as to any entity, any other entity which is controlled by, controls, or is under common control with that entity, ‘The term “control” (including the terms “controlied", "controlled by” and "under commen control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity. 1 Site. (a) The City owns more than sixty (60) acres of land on Franklin Road and the surrounding locale, The City intends to execute a ground lease with AUFC for the approximate thirty-two (32) acre. site shown on Exhibit A attached hereto (subject to completion of a final survey), inclusive of a portion of the development formerly known as Woodlands Park Apartments at 861 Franklin Road and land required for a billboard as provided in Section 13 (the “Site”). The Parties intend to execute a ground tease with a defined term of twenty (20) years with the allowance for two five (5) year extensions at AUFC’s option. At all times, the City will own the subject land; AUFC will have a leaschotd estate for the prescribed period but no fee simple from the City transfer is anticipated. The City will deliver the Site free of buildings and debris and fully abated of hazardous materials at the City’s sole cost and expense. This City will also ensure, at its cost, that the Site has access to all necessary utility hookups defined as electricity, water, sewer, gas and fiber at the street of the Facilities. As such, the Site will be delivered as “raw land” and development ready. Subject to Paragraph 9, at any point during term of this agreement, however, if AUFC ceases to operate this Site as its headquarters and designated training facility, the leasehold will terminate and possession of all land and improvements will revert to the City. Additionally, it is anticipated that the subject lease may only be assigned to successors in interest in AUFC ownership, as such, the lease documents will 2 ATLANTA 56564197not allow for any sublease of the property or assignment to anyone other than a successor in ownership to AUFC or a successor to the operating rights to the Team and further provided that any transfer shall not constitute a novation or release of any party for any obligations or liabilities acerued prior to the date of the assignment. ()__ As part of the legally required process for the development of the Facilities, the final Site plan will be reviewed by the appropriate staff at the City (in consultation with AUFC) and submitted for final confirmation by the City Council at its December 9, 2015 ‘meeting. (©) The City property retained on the north side of the Site (the “ROW Strip”) to access the balance of the retained City property will be at least 45 feet wide, As part of the final Site process described above, the parties agree that the ROW Strip will be widened to the greatest extent possible consistent with placing two fields of 112 x 75 yards each (with customary run-off boundaries) in the northwest comer of the Site as generally shown on Exbibit A at no additional cost to AUFC. (@ — AUFC shall commence’ and diligently pursue the construction of the soccer fields and corporate headquarters referenced herein. 2. Project Financing. (a) The City agrees to facilitate for bond financing through the Development Authority of the City of Marietia for the construction of the Facilities should AUFC so desire, however, neither the City nor the Development Authority. for the City of Marietta shall become liable for AUFC's bond debt. Unless otherwise agreedatipon, neither the City nor the Development Authority for the City of Marieita’shall incur responsibility for any development costs of the facility unless agreed to by the Public Bodies in writing: in no event shall any of the Public Bodies have any responsibility for costs or expenses of the Facilities budget. () The parties agree that neither the Facilities nor the City Owned Athletic Fields (described in Paragraph 17) shall be used for any collateral for any loan and both shall remain free and clear of any liens of any nature whatsoever except as set forth in the Definitive Documents executed by the parties and shall be returned to the City at the conclusion of the Ground Lease free and clear of all liens, 3. Facility Design and Construction. (@) Design, AUKC shall contract with all professional design and development consultants it deems necessary to complete the project. AUFC will have final approval rights (subject to review and approval of the City as to compliance with City Ordinances) over the design and construction plans and specifications for the facility, provided that the Public Bodies and/or their representatives shall have the right to participate in up to four(4) design meetings and the right to review and comment on the material design aspects of the proposed plans and specifications for the Facility at such design meetings. AUFC will have control of all the material elements of the final design. AUFC and the City shall work together to develop a process for the submission to, and timely review and comment by the City of 3 ATLANTA 56564197proposed plans and specifications, in order to provide for an orderly and expeditious design review process. AUFC shall be responsible for paying all fees to its design and development consultants. AUFC shall have all responsibility for design matters, insurance and bonding requirements for the selected architect, and all responsibility for the Facility Budget, including, without limitation fo, cost overruns. (>) Construction, AUFC shall be responsible for all construetion plans, management and costs for the Facility. The City assumes no responsibility for any construction elements of the Facility other than conducting required inspections for compliance with federal, state and local building codes and other laws and regulations. The City agrees to assist by using its best efforts AUFC (or any of its affiliates) in obtaining any and all building and other permits and governmental approvals or consents (including, without limitation, such approvals or consents of any agency, commission, department, division, or other unit or branch of the City and same shall not be unreasonably withheld) necessary or desirable for the construction and operation of the Facility, as expeditiously and efficiently as possible. All improvements will be owned by AUFC. (©) AUEC agrees to maintain the Facilities in an mannet consistent with other (At the conclusion or termination of the Ground Lease, the Facilities shall be retumed to the City in satisfactory condition normal wear and tear excepted. AUFC shall not remove any improvements from the Facility during the lease without the prior written permission of the City. (©) -AUFC agrees to use its best efforts to invest a minimum of $40M to improve the Facility on or before March 31, 2017. 4, Timing. After execution of the Definitive Documents, AUFC hereby will cause the Team to commence its operations on the Site as soon as practicable. Design and Construction is expected to commence no later than January 1, 2016 and team activities are expected to commence in early 2017. Neither party shall be required to expend any monetary funds related to this MOU until the Definitive Documents have been executed in full by both parties. 5. Construction Commencement and Completion Date. The Parties agree to use their collective commercially reasonable efforts to cause the commencement of construction of the Facility no later than January 1, 2016 and to cause stich construction to be completed, as soon as practicable for the Team to commence its operations. 6. Use, Operation and Management of the Facility and Site, Except for the City’s right to conduct a limited number of special events at the Site per Section 11 below, AUFC shatl have the exclusive right to use, manage, operate and permit designated third parties to use, manage and operate the Facility, for all lawful purposes during the Term including any extension thereof including, without limitation, the exclusive right, to exhibit, promote, schedule and play tournaments in the Facilities and to promote and/or stage other sporting events, special events, festivals and/or other activities or events in the Facility. AUFC shall be permitted to enter into 4 ATLANTA s0569.7contracts, retain vendors and otherwise take all other actions necessary and desirable to exploit the exclusive rights set forth herein, provided the same are lawful and are within the scope of this MOU. The City represents and warrants that the Site is zoned for the uses contemplated by the Facilities subject only to review of the new site plan by the City Council 2. Facilities Revenues. AUFC shall have the right to retain all revenues, fees and other amounts generated by AUFC pursuant to this MOU from the use, operation, management, license, sublicense and/or rental of the Facilities without limitation. AURC shall have the right to contract with, and sublicense its rights to third party vendors retained by AUKC, provided such activities are lawful and are within the scope of this MOU. 8, Facilities Expenses. Except to the extent that the Definitive Documents provide otherwise, AUFC shall be responsible for all costs and expenses in connection with ils use, operation and management of the Facilities including, but not limited to, utilities, cleaning, routine maintenance and routine repairs (but excluding stafting, cleaning and utilities for Public Events and damage caused by such events, as described in Section 1] below). The Facilities" architect and general contractor shall be required in their contracts to provide insurance coverage for the Parties during the design and construction of the Facilities, respectively, all such insurance in amounts, types and with providers acceptable to all of the Parties. ‘The City shall ‘bear no liability for any injuries or any other harm caused during the development and construction of the Facility except to the extent directly caused by the City. The final Jease executed shall be a triple net lease, For the avoidance of doubt, the City will enforce all customary regulations, security and traffic management in the arcas adjacent to, and otherwise outside of, the Facility 9. Ground Rent, Commencing upon the execution date of the Ground Lease and each year thereafter during the Tefm (including any extension thereof), AUFC shall pay to the City, annual rent in the amount as follows: Years 1-10; Total annual rent shall be $1/per year. Years 11-20: Ten Thousand Dollars (10,000) per leased acre per year, payable in equal, semi-annual payments on July 1 and January 1 of each year. Commencing in Year 12, annual rent escalations will be based on an agreed-upon CPI formula with the preceding year’s rent constituting the base rent for CPI calculation for the following year, subject 10 a cap of 4% for any single year. The base rent for each year will be calculated on January 1. In no event, however, shall the annual base rent payment be less than the base rent payment for the preceding year. Options Years 21-25: ‘Ten Thousand Dollars ($10,000) per leased acre per year, plus any annual rent escalations accumulated during Years 11-20, payable in equal, semi-annual payments on July 1 and January | of each year, Annual rent escalations will be based on an agreed-upon CPI formula with the preceding year’s rent constituting the base rent for CPI calculation for the following year, subject to a cap of 4% for any single year. The base rent for each year will be ATLANTA 56568107calculated on January 1. In no event, however, shall the annwal base rent payment be less than the base rent payment for the preceding year, Options Years 26-30: Ten Thousand Dollars ($10,000) per leased acre per year, plus any annual rent escalations accumulated during Years 11-25, payable in ‘equal, semi-annual payments on July | and January 1 of each year. Annual rent escalations will be based on an agreed-upon CPI formula with the preceding ‘year’s rent constituting the base rent for CPI cateulation for the following year, subject (0 a cap of 4% for any single year. The base rent for each year will be calculated on January 1. In no event, however, shall the annual base rent payment be less than the base rent payment for the preceding year. At the end of the lease term, all interest in the Facilities will revert to the City. Provided, however, should AUFC exercise the right to terminate the Facilities Ground Lease upon the earlier of the completion of construction of the corporate headquarters or the completion of the first ten years of the lease, then in either event, the ground rent due by AUFC for all such years shall be the same amount as years 11-20 above. 10. Eacility Naming Rights. AUFC shall have the exclusive right to sell naming rights to the Facility and to retain all revenues derived from such sale. It City Events. During the Term of the Ground Lease, the City shall have the right to conduct up to three (3) events per year (the “Public Events”) at the Facility (not to exceed six (6) calendar days total per calendar year) and except for reimbursement of AUFC’s expenses in connection with staffing such Public Events and as otherwise provided herein, the City shall have the right to retain all other revenues from such Public Events. Each Public Event is subject to the prior, written approval of AUFC, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that AUFC soccer and.non-soccer events shall take priority over Public Events in the case of any scheduling conflict identified prior to the written approval of AUFC. The net revenues received by the City from Public Events at the Facility may be used for any purpose, ‘The City will give a minimum of one hundred and twenty (120) days advance, written notice of any such events, AUFC will review such request and notify the City of any conflicts as soon as practicable after the provided notice of such anticipated event. For such ‘events, the City shall be responsible for all insurance requirements applicable to third parties utilizing the Facility in connection with such Public Events and shall be liable for the cost to clean up the Facilities and the cost to repair any damage resulting from such events and shall, immediately after such events, restore all facilities and playing fields to their condition as they ‘were immediately prior to such events. In no event will AUFC be required to provide public access to its principal office building or the Team's two (2) primary praetice fields during any Public Event. 12. Parking. AUFC will be entitled to any parking revenue collected during Public Events as described more fully in Paragraph 11 above. 13, Billboard Advertising Revenue. The Parties anticipate that the Facilities may include a digital billboard (the “Billboard”) with visibility to 1-75. ‘The Billboard will require a 6 ATLANTA 5856419-7parcel of land to be provided by the City that will be included as part of the Site, minimum size of 20,000 square feet and rust comply with al City regulations and ordinances. The City shall grant AUFC exclusive rights to such parcel and AUFC will construct and own the two-sided billboard and have all rights associated with said ownership including the right to control and self all advertising, sponsorship and promotional inventory related to the Billboard and to retain certain revenues related thereto provided, However, AUFC will be required to provide an agreed upon allotment of advertising on the Billboard to the City at no charge to the City, with such allotment to be set forth in the Definitive Documents . At the termination of the lease, ownership of all leasehold improvements (including Billboard) shall revert to the City. After execution of the Definitive Documents, the City will undertake all best efforts to secure all tights necessary to allow for the billboard , including working with the Georgia Department of ‘Transportation, to the extent necessary. In theevent AUFC does not commence construction of the billboard on or before December 31, 2018 the City shall have the right to construct the billboard and the parties shall work in good faith to determine the allocation of advertising on the City billboard with all revenues from same going to the City. 14. Intergovernmental Agreement. The City agrees to use its best efforts to cause an Intergovernmental Agreement(s) to be executed such that the Public Bodies can meet their obligations under this MOU, 15. Taxes, The City pledges to. undertake all best efforts to ensure that the Cobb County Board of Tax Assessors agrees to abate all potential City, School and County taxes which may accrue for the Facility for 10 years, beginning in Year | with a 100% abatement, Year 2 a 90% abatement, Year 3 an 80% abatement, Year 4 a 70% abatement, Year $ 2 60% abatement, Year 6 a 50% abatement, Year 7 a 40% abatemnent, Year 8 a 30% abatement, Year 9 a 20% abatement, and Year 10 a 10% abatement. AUFC may immediately terminate this MOU and the Definitive Documents if the Cobb County Board of Tax Assessors fails to provide such abatement. AUBC shall not be exempt from any applicable State and Federal Taxes provided, however, that given the location of the Site, within a State Opportunity Zone, that AUFC will receive a State tax credit of Thirty-five hundred dollars ($3,500) per job, per year, for five (5) years, for each job created within the Opportunity Zone pursuant to the Georgia Opportunity Zone Job Tax Credit Program, Pursuant to the requirements of the program, each new job that is created through 2019 will be eligible for the aforementioned credit for five (S) years. 16, Quidoor Facility Lighting. Marietta Power (“MP”) and AUFC shall discuss the leasing and servicing for all appropriate lighting for the parking arca and roads of the Facility. Further, MP has agreed to undertake significant measures to assist AUFC in procuring the proper lighting for the playing fields. 17. Development of City Owned Athletic Fields. The City pledges to make available funds from its City of Mariefta General Obligation Park and Recreational Facilities Bonds (Parks Bond”) and/or the City of Marictia General Obligation Redevelopment Bond (Redevelopment Bond”) or other funding to construct up to three (3) lighted additional ‘multipurpose fields and on-site parking on Franiklin Road on the site formerly known as Preston Chase, 1034 Franklin Road, Matietta (the “Preston Chase Facilities”). Each field will be at least 112 x 75 yards (with a 10 foot runoff around each field) and will be set up for soccer as well as other sports such as lacrosse. Such site is within walking distance of the Facility. After a 7 ATLANTA S056419.7thorough review of development options, the City in its sole discretion will determine whether to build grass or turf fields. In furtherance of the City’s due diligence, AUFC will also seek to make favorable pricing available to the City on the same terms AUFC receives from its artificial turf vendor. It is anticipated that AUFC will consult with the City on the development of the Preston Facilities to ensure they are constructed and maintained in a manner consistent with AUFC’s desired operating standards. ‘The Parties acknowledge that such fields will be made available to the public and will be owned, maintained and managed by the Marietta Parks and Recreation, with AUFC having the right to use such fields from time-to-time at no charge with final usage terms to be determined in the Definitive Documents. Such use rights will continue for the entire term of the Ground Lease. The City will commence the development and construction process promptly following the date of this MOU and will use its best efforts 10 complete construction of the Preston Chase Facilities by March 31, 2017. The Preston Chase Facilities will include parking, restroom and concession facilities of a high quality and consistent with the Facilities and the use of the Preston Chase Facilities for toumaments and similar events. All parking and other revenues generated from the Preston Chase Facilities will belong to the City except as otherwise agreed by the parties. The Preston Chase Facilities are not part of the “Facilities” for purposes of this MOU. The patties shall execute a Use ‘Agreement setting forth the obligations of each party related to the City Owned Athletic Fields and same shall contain a Cross Default Provision such that a default related to the City Owned Athletic Fields shall constitute a default in the Facilities Ground Lease and vise versa 18. Highway and Directional Signs: The City pledges to provide a reasonable and customary number of roadway directional signage for the Facility within the corporate limits of the City and to use best efforts to work with the County to provide similar signage in the County's jurisdiction, Additionally, the City will use all best efforts to work with Georgia DOT to obtain highway signage for the Facility. The inclusion of Highway signage will remain subject to Georgia DOT approval. Signage on the Site will be consistent with City ordinances. 19, Giant From Cobb County Development Authority. In consideration of the anticipated economic impact of locating the Facility within the County, the City has been advised that the Cobb County Development Authority will offset the development costs of the Facility in an amount equal to fifty thousand dollars ($50,000), which will be paid as soon as practicable after the execution of the Definitive Documents and will be subject to the required terms of the Cobb County Development Authority grant agreement. AUFC may utilize this offset however it sees fit specifically in relation to Construction and Development Costs. 20. Complementary Marketing. ‘The City pledges to work with AUFC on a combined marketing regime whereby the City will supplement a portion of its current marketing campaign to inchude specific language whereby it explicitly states that the City is “Home to Atlanta United FC.” It is expected that AUFC will reciprocate in like fashion to include, at the very minimum, the City’s name on an agreed upon portion of its marketing materials. 21, Insurance and Claims, The Ground Lease shall provide for insurance and claims procedures usual and customary for a transaction of this nature including naming each other as additional insured with respect to the activities contemplated pursuant to this MOU. The ground lease shall contain an indemnity clause whereby the City and the Development Authority of the ATLANTA 50564197City of Marietta shall be indemnified from all liability related to their activities at the Facilities by AUFC. 22. laneous Provisions: Assignment by AUFC, This MOU shall be governed by Georgia law. In the event of a dispute under this MOU, the Parties would first attempt in ‘good faith amicably to settle the matter by mutual negotiations, If such non-binding settlement is unsuccessful, any action to interpret or enforce this Agreement shall be brought in any court of competent jurisdiction within the geographic boundaries of the Northem District of Georgia. None of the Parties may assign its rights or obligations under this MOU without the prior, written consent of the other Parties provided, however, the Public Bodies acknowledge and agree that AUFC may assign its rights and obligations hereunder as a whole to any successor-in- interest or new owner of the operating rights to the Team provided MLS has approved such transaction and provided such successor-in-interest or new: owner has assumed the obligations of AUFC under this MOU and the other Definitive Documents (particularly including, but not limited to, the Ground Lease Agreement), 23. Open Mestings/Open Records. The parties hereto acknowledge that the public entities set forth herein are subject to the Open Meetings Law and the Open Records Act of the State of Georgia, 24, Confidentiality: Public Announcements. The Parties shall coordinate all publicity relating to the transactions contemplated hereby. The City’ shall not issue any press release, publicity statement or other public notice relating to the Project or the transactions contemplated hereby, without the prior consent of AUFC (provided thet the Mayor and City Council members may respond to media: inquities). The City will not have the right to use or display any trademark or tradename of AUFC without the prior written consent of AUFC. 25. Contingencies and: Approvals. AUFC and the City acknowledge that this document represents the discussions and agreements, subject to the preparation and execution of the Definitive Documents, of the Parties regarding the development of this project. 26. Utility Services. The parties hereby express their intention to use the Marietta Board of Lights and Waterworks for any purchased utility services to the Facilities provided same are available and provided the rates are within five percent (5%) of any other quoted rate. 27. Default. The parties agree that the Definitive Documents shall contain a default clause which will include the definitions of default, the events of default, the notice to cure same and the ability to eure same. 28. Authority. The parties acknowledge that the signatures of the parties hereto are authorized by the party executing this document and that no further action is required. Further, the parties acknowledge that the signatures hereto are binding on the party executing this document. Further, the parties acknowledge that no further action, approval, release or other consent is necessary for this document to be binding on the parties hereto, 29. Closing. The parties hereto agree to use good faith efforts to have the Definitive Documents executed and in place on or before December 31, 2015. Upon the written consent of 9 ATLANTA S6554197both parties, such deadline may be extended per the agreement of the parties. The Definitive Documents shall contain a clause that ail of the terms and conditions contained in the MOU shall be merged into the Definitive Documents and shall not survive the closing. 30. Due Diligence. Notwithstanding anything contained herein, AUFC acknowledges that prior to the execution of the Definitive Documents, it will have the opportunity to conduct all due diligence required by AUFC, inciuded, but not limited to, an environmental assessment; a flood certificate examination; any appraisal of the property; a full inspection of the property; a boundary survey of the property and any and all other matters deemed by AUFC to be appropriate or necessary prior to the execution of the Definitive Documents. Except as specifically provided in this MOU, AUFC acknowledges that the Ground Lease will be executed in an “as is, where is, with all faults” and that AUFC is not relying on any representation or warranty of the city except as specifically set forth herein, 31. _Intergovernmental Structure._In all Definitive Documents executed pursuant to this MOU, the structure shall be as follows: the City shall enter into_an_{ntergovernmental Agreement with the Development Authority of the City of Marietta whereby the City of Marietta shall Ground Lease the Facilities to the Development Authority of the City of Marietta; thereafter, the Development Authority of the City of Marietta shall enter a Ground Lease with AUFC containing all terms and conditions set forth herein. The City Owned Athletic Fields defined in Paragraph 17 shall follow the same structure through a Use Agreement rather than a Ground Lease. In the Definitive Documents, AUFC shall indemnify each Lessor and provide insurance for f i law, no Public Body shall indemnify any private entity. [SIGNATURE PAGES TO FOLLOW] 10 ATLANTA 56568197IN WITNESS WHEREOF, the parties have executed this MOU as of the date specified above. ‘THE CITY OF MARIETTA, GEORGIA By Raymond Steven Tumlin, Mayor Attest: Stephanie Guy, City Clerk Approved as to form: By: Douglas R. Haynie City Attorney for the City of Marietta i ATLANTA S056419°7IN WITNESS WHEREOF, the parties have executed this MOU as of the date specified above. ATLANTA UNITED FOOTBALL CLUB, LLC By:. Darren Eales, President Approved as to form: By: Mike Egan Senior Vice President and General Counsel AMB Group, LLC 12 ATLANTA 5656419.7Exhibit “A” etree sy ty AILUTD) Conse Ferenc On yATLUTO, ATLANTA 5656419.7