HAK Draft: 5/16/24

NON-RELOCATION AGREEMENT

by and between

CLARK COUNTY STADIUM AUTHORITY

and

ATHLETICS INVESTMENT GROUP LLC

Clark County, Nevada

 TABLE OF CONTENTS

Page

ARTICLE 1 DEFINED TERMS .....................................................................................................2

Section 1.1 Definitions and Usage .....................................................................................2
ARTICLE 2 COVENANT TO PLAY .............................................................................................2
Section 2.1 Obligation to Maintain Team ..........................................................................2
Section 2.2 Commitment to Stadium .................................................................................2
ARTICLE 3 NON-RELOCATION .................................................................................................5
Section 3.1 Relocation of Team .........................................................................................5
Section 3.2 Prohibited Actions...........................................................................................5
Section 3.3 Exceptions .......................................................................................................5
ARTICLE 4 REMEDIES .................................................................................................................6
Section 4.1 Authority Remedies Upon Relocation Default ...............................................6
Section 4.2 Authority Remedies Upon Other TeamCo Default .........................................6
Section 4.3 Declaratory or Injunctive Relief......................................................................7
Section 4.4 Liquidated Damages........................................................................................8
Section 4.5 Authority Covenant .......................................................................................10
Section 4.6 Termination ...................................................................................................10
Section 4.7 Cumulative Remedies ...................................................................................11
Section 4.8 Irrevocable Nature .........................................................................................11
Section 4.9 Targeted Tax .................................................................................................11
ARTICLE 5 ASSIGNMENT .........................................................................................................12
Section 5.1 Sale of Team; Assignment of TeamCo’s Interest .........................................12
Section 5.2 Equity Control Transfer ................................................................................12
Section 5.3 Release of TeamCo .......................................................................................13
Section 5.4 Transfers by the Authority ............................................................................13
Section 5.5 Release of the Authority................................................................................13
ARTICLE 6 GENERAL PROVISIONS .......................................................................................13
Section 6.1 Representations .............................................................................................13
Section 6.2 MLB Approval ..............................................................................................16
Section 6.3 Incorporation of Exhibits ..............................................................................16
Section 6.4 Third-Party Beneficiary ................................................................................16
Section 6.5 Notices...........................................................................................................16

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 Section 6.6 Severability ...................................................................................................17
Section 6.7 Entire Agreement; Amendment and Waiver .................................................17
Section 6.8 Table of Contents; Headings .........................................................................17
Section 6.9 Parties in Interest; Limitation on Rights of Others .......................................17
Section 6.10 Counterparts ..................................................................................................18
Section 6.11 Applicable Law .............................................................................................18
Section 6.12 Venue; Waiver of Jury ..................................................................................18
Section 6.13 Payment on Business Days ...........................................................................19
Section 6.14 Time is of the Essence...................................................................................19
Section 6.15 Interpretation and Reliance ...........................................................................19
Section 6.16 No Assignment ..............................................................................................19
Section 6.17 Attorneys’ Fees .............................................................................................20
Section 6.18 MLB Rules ....................................................................................................20
Section 6.19 Special Terms Relating to MLB Rules .........................................................21
Section 6.20 Independent Consideration............................................................................21
Section 6.21 Interest on Overdue Obligations and Post-Judgment Interest .......................21

EXHIBITS:

EXHIBIT A Glossary of Defined Terms and Rules as to Usage

EXHIBIT B Addresses for Notices1

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Note to Draft: Table of Contents and all cross-references herein to be updated as needed when Agreement is
finalized.

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 NON-RELOCATION AGREEMENT

This NON-RELOCATION AGREEMENT (this “Non-Relocation Agreement”) is made

and entered into effective as of [ ], 2024 (the “Effective Date”), by and between the CLARK
COUNTY STADIUM AUTHORITY, a corporate and politic body and political subdivision of
Clark County, Nevada (the “Authority”), and ATHLETICS INVESTMENT GROUP LLC, a
California limited liability company (“TeamCo”). TeamCo and the Authority collectively are
referred to herein as the “Parties” and individually as a “Party”.

RECITALS

A TeamCo owns the Team and has received all necessary approvals from Major
League Baseball to relocate its operating territory under MLB Rules to Clark County, Nevada (the
“County”) and, following such relocation, to play its MLB Home Games in the Stadium to be sited
in the County.

B The Parties have entered into the other Project Documents to provide for (i) the
design, development, construction, and furnishing of the Stadium for lease and use by Valley View
Investors LLC, a [Nevada] limited liability company (“StadCo”) that is an Affiliate of TeamCo by
virtue of the common ownership of StadCo and TeamCo by Athletics Holdings LLC, a Delaware
limited liability company (“HoldCo”), and (ii) use of the Stadium by the Team for playing its MLB
Home Games.

C As reflected in the other Project Documents, the Authority, the County and the State
have agreed to invest a substantial portion of the funds required for the design, development,
construction, and furnishing of the Stadium and such public entities have a significant interest in
assuring that the Team shall play its MLB Home Games at the Stadium upon completion of
construction.

D As an inducement to the Authority to grant StadCo the rights it bargained for under
the Development Agreement, the Stadium Lease, and the other Project Documents, HoldCo has
caused TeamCo to enter into this Non-Relocation Agreement upon the terms and conditions set
forth herein.

AGREEMENTS2

For and in consideration of the foregoing Recitals, which are hereby incorporated into this
Non-Relocation Agreement, the mutual promises, undertakings, and covenants hereinafter set
forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Parties, and intending to be legally bound hereby, the Authority and the
TeamCo do hereby agree as follows:

2
Note to Draft: All cross-references to Project Documents set forth herein to be updated to align with final forms of
such Project Documents.

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 ARTICLE 1

DEFINED TERMS

Section 1.1 Definitions and Usage.

Capitalized terms used in this Non-Relocation Agreement shall have the meanings assigned
to them in Exhibit A attached hereto and incorporated herein for all purposes, which also contains
rules as to usage applicable to this Non-Relocation Agreement.

ARTICLE 2

COVENANT TO PLAY

Section 2.1 Obligation to Maintain Team.

Beginning on the Effective Date and continuing until the expiration of the Non-Relocation
Term (as hereinafter defined), TeamCo covenants to the Authority that it will remain a validly
existing member of Major League Baseball and maintain the Team as a Major League Club;
provided, however, that the failure by TeamCo to do so (including due to the contraction of the
Team by MLB) shall not constitute a Relocation Default or Other TeamCo Default under this
Agreement, but solely for purposes of Section 4.4 hereof, such failure, to the extent it results in
the Team no longer playing MLB Home Games at the Stadium, shall be deemed a Specified
Relocation Default for which liquidated damages shall be payable by TeamCo thereunder without
the Authority having to comply first with Section 4.3(d) hereof.

Section 2.2 Commitment to Stadium.

(a) Covenant to Play in Stadium.

(i) Subject to Section 2.2(a)(ii) and Section 2.2(b) hereof, the Team
shall play, and TeamCo hereby covenants to cause the Team to play, all of its MLB
Home Games in the Stadium during the period commencing on the Term
Commencement Date and ending on the Term Expiration Date or the earlier
termination of this Non-Relocation Agreement (such period, the “Non-Relocation
Term”). Notwithstanding the foregoing, the Team shall be entitled to play, and the
foregoing covenant shall not prevent or prohibit the Team from playing, its MLB
Homes Games outside the Stadium during the Non-Relocation Term as required
by, or in accordance with, MLB Rules; provided that, subject to Section 2.2(a)(ii)
and Section 2.2(b), no more than [seven (7)] MLB Home Games may be played
outside the Stadium in any single Championship Season pursuant to this
Section 2.2(a)(i).

(ii) Notwithstanding anything to the contrary set forth in

Section 2.2(a)(i) hereof and consistent with terms included in similar non-
relocation agreements applicable to other Major League Clubs, if, pursuant to an
MLB directive, MLB order or other MLB Rule, substantially all Major League
Clubs are required to play some or all of their MLB Postseason Games in a location

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or locations (a “Designated Postseason Host Stadium” or “Designated Postseason
Host Stadiums”) other than the venue at which they normally play their MLB
Season home games, then the Team playing some or all of its MLB Postseason
Game(s) at a Designated Postseason Host Stadium or Designated Postseason Host
Stadiums pursuant to and in accordance with such MLB directive, MLB order or
other MLB Rule shall not constitute a breach of Section 2.2(a)(i), Section 3.1,
Section 3.2 or any other covenants of this Non-Relocation Agreement; provided
that any such applicable MLB directive, MLB order or other MLB Rule is applied
by MLB without discrimination in application to the Team or Stadium.

(b) Untenantability of Stadium.

(i) Notwithstanding the provisions of Section 2.2(a)(i) hereof to the

contrary and subject to TeamCo’s performance of its obligations under
Section 2.2(b)(ii), Section 2.2(b)(iii), and Section 2.2(b)(iv) below, if, during the
Non-Relocation Term, an Untenantability Period occurs, then TeamCo shall first
attempt to reschedule the affected MLB Home Game(s) at the Stadium to a date or
dates satisfactory to TeamCo and MLB. If TeamCo is unable to reschedule the
affected MLB Home Games at the Stadium and subject to TeamCo’s performance
of its obligations under Section 2.2(b)(ii), Section 2.2(b)(iii), and Section 2.2(b)(iv)
below, TeamCo shall then be entitled to make arrangements for alternate sites and
the Team shall be entitled to play its MLB Home Games at such alternate sites
during any Untenantability Period; provided, however, that (x) if an Untenantability
Period shall be of such a nature that its expected expiration cannot reasonably be
ascertained by TeamCo or (y) if in order to play its affected MLB Home Games
that are expected to occur during such Untenantability Period TeamCo must
commit to play MLB Home Games at an alternate site for a period beyond the
expected expiration of the applicable Untenantability Period, then (in each case of
clause (x) or (y) above) TeamCo (and the Team) shall be entitled to honor any
commitment TeamCo might have made for the Team to play its MLB Home Games
at an alternate site even if that commitment extends beyond the actual expiration of
the applicable Untenantability Period so long as TeamCo has complied with its
obligations under Section 2.2(b)(ii), Section 2.2(b)(iii), and Section 2.2(b)(iv)
below. TeamCo shall give Notice to the Authority promptly following any
determination by TeamCo that it intends to cause the Team to play or enter into
arrangements to play one or more MLB Home Games at a location other than the
Stadium pursuant to this Section 2.2(b)(i), with such Notice to include a description
of the cause of the Untenantability Period, the expected duration of the
Untenantability Period, the location(s) at which MLB Home Games are expected
to be played, and the length of any commitment made by TeamCo to play its MLB
Home Games at a location other than the Stadium.

(ii) Upon the occurrence and during the continuance of any

Untenantability Period, TeamCo shall use, and shall cause StadCo to use, subject
to events of Force Majeure, commercially reasonable, diligent, and good faith
efforts to mitigate and overcome such Untenantability Period to the extent any such

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 efforts to mitigate and overcome such Untenantability Period are within the
reasonable control of TeamCo or StadCo.

(iii) Upon the occurrence and during the continuance of any

Untenantability Period, TeamCo shall use commercially reasonable, diligent, and
good faith efforts to locate and use alternate sites for the Team’s MLB Home
Games, to the extent available, which are located within the boundaries of the
Stadium District; provided, however, that the use of any such alternate site for the
Team’s MLB Home Games is, in the good faith judgment of TeamCo, reasonably
exercised and economically feasible.

(iv) Upon the occurrence and during the continuance of any

Untenantability Period, TeamCo shall use commercially reasonable, diligent, and
good faith efforts to minimize any contractual commitment to play its MLB Home
Games at alternative sites outside of the Untenantability Period.

(v) For purposes of this Section 2.2(b), in no event shall the obligation
to use “commercially reasonable, diligent, and good faith efforts” (x) require
TeamCo, the Team or StadCo to (1) perform any obligation of the Authority under
the Project Documents, (2) institute litigation or other legal proceedings or (3)
violate the MLB Rules or (y) require TeamCo, the Team or StadCo to take any
action that could cause Team Co, the Team or StadCo to suffer any material
economic or scheduling disadvantage (when comparing available venues in the
Stadium District other than the Stadium to those available venues outside the
Stadium District) as a result thereof.

(vi) The Parties acknowledge that any alternate site for the Team’s MLB
Home Games is subject to MLB Approval. Furthermore, the Parties acknowledge
that, notwithstanding anything to the contrary herein, if pursuant to an MLB
directive, MLB order or other MLB Rule (including, without limitation, MLB
Rules with respect to the health and well-being of players, officials and/or fans),
substantially all Major League Clubs are required to play their MLB Season home
games in a location or locations (a “Designated Stadium” or “Designated
Stadiums”) other than the venue at which they normally play their home games
(e.g., in the event a “bubble” concept used in certain professional sports leagues in
the United States and Canada during 2020 is implemented by MLB), the Team
playing MLB Home Games at a Designated Stadium or Designated Stadiums shall
not constitute a breach of Section 2.2, Section 3.1, Section 3.2 or any other
covenants of this Non-Relocation Agreement; provided that any such applicable
MLB directive, MLB order or other MLB Rule is applied by MLB without
discrimination in application to the Team or Stadium.

(c) MLB Labor Disputes; Championship Season. Notwithstanding the

provisions of Section 2.2(a) hereof to the contrary, if, during the Non-Relocation Term,
there occurs, from time to time, an MLB Labor Dispute, then during the pendency thereof,
the Team shall not be obligated to play any MLB Home Games at the Stadium that have
been cancelled by MLB as a result of such MLB Labor Dispute; provided that any

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 replacement or substitute MLB Home Games must be played in the Stadium, subject to the
terms of Section 2.2(a) and Section 2.2(b) hereof. Furthermore, for the sake of clarity, the
suspension or cessation of a Championship Season or any significant portion thereof by
MLB shall not be a breach by TeamCo of this Non-Relocation Agreement; provided that
no MLB Home Games are played during the pendency of such suspension or cessation of
the relevant Championship Season or, as applicable, that any replacement or substitute
MLB Homes Games are played in the Stadium (subject to the terms of Section 2.2(a) and
Section 2.2(b) hereof).

ARTICLE 3

NON-RELOCATION

Section 3.1 Relocation of Team.

During the Non-Relocation Term, the Team shall not Relocate.

Section 3.2 Prohibited Actions.

Subject to the provisions of Section 3.3 hereof, (a) during the Non-Relocation Term,
TeamCo shall not apply to or seek MLB Approval to Relocate or enter into agreements or
substantive negotiations with third parties concerning a transaction that would result in a
Relocation and (b) except during the last seven (7) years prior to the end of the Non-Relocation
Term, TeamCo shall not during the Non-Relocation Term enter into agreements or substantive
negotiations for the playing of the Team’s MLB regular season or postseason games for which it
is designated under MLB Rules as the home team during the period after the expiration of the Non-
Relocation Term at a location other than the Stadium or seek or apply for MLB Approval for the
playing of such MLB games of the Team during the period after the expiration of the Non-
Relocation Term at a location other than the Stadium.

Section 3.3 Exceptions.

For the avoidance of doubt, TeamCo and the Team shall not be in breach of the terms of
Section 3.2 hereof in the event that any application for MLB Approval to Relocate or for the Team
otherwise playing its MLB regular season or postseason games for which it is designated under
MLB Rules as the home team at a location other than the Stadium or agreements or substantive
negotiations with third parties concerning a transaction that would result in a Relocation or the
Team otherwise playing such MLB games at a location other than the Stadium (a) is for the purpose
of exercising TeamCo’s or the Team’s rights under Section 2.2 or Section 3.2 hereof or (b) occurs
while an Authority Event of Default is continuing. Furthermore, TeamCo and the Team, as
applicable, shall not be in breach of the terms of Section 3.2 hereof if TeamCo or the Team, as
applicable, after TeamCo provides Notice to the Authority of its intent to relocate the Team as
provided in Section 4.9 hereof, exercises its rights under Section 4.9 hereof to seek to relocate the
Team; provided that neither TeamCo nor the Team shall have any further obligations under this
Non-Relocation Agreement after the Team ceases to play its MLB regular season or postseason
games for which it is designated under MLB Rules as the home team in the Stadium in accordance
with the provisions of Section 4.9 hereof. In addition, nothing herein shall prohibit StadCo from

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enforcing its rights, and the Authority’s obligations, under the other Project Documents, and
nothing herein shall prohibit the Authority from enforcing its rights, and StadCo’s obligations,
under the other Project Documents.

ARTICLE 4

REMEDIES

Section 4.1 Authority Remedies Upon Relocation Default.

Upon the occurrence of any Relocation Default, the Authority may, in its sole discretion,
subject to the provisions of this Article 4, have the option to pursue any one or more of the
following remedies without any Notice or demand whatsoever, other than any Notice expressly
provided for in this Non-Relocation Agreement:

(a) the Authority may seek and obtain injunctive or declaratory relief pursuant
to Section 4.3 hereof, including specific performance, except that injunctive or declaratory
relief, including specific performance, is not an available remedy (other than in the case of
a Specified Relocation Default) where specific performance would result in noncompliance
with the MLB Rules by TeamCo, StadCo, the Team or the Authority (so long as the MLB
Rules are applied by MLB without discrimination in application to the Team or Stadium),
nor shall injunctive or declaratory relief be an available remedy if the Authority has
terminated the Stadium Lease and has not agreed to recognize the Team Use Agreement
pursuant to the terms of Section 17.1(b)(iii) of the Stadium Lease;

(b) solely in the event of a Specified Relocation Default, the Authority may
recover liquidated damages pursuant to Section 4.4 hereof, subject to the terms of
Section 4.3(d) hereof, except that liquidated damages are not an available remedy if the
Authority has terminated the Stadium Lease and has not agreed to recognize the Team Use
Agreement pursuant to the terms of Section 17.1(b)(iii) of the Stadium Lease; and

(c) the Authority may exercise any and all other remedies available to the
Authority at law or in equity, subject to the terms of Section 4.3(d) hereof; provided,
however, that, in the case of a Specified Relocation Default, any damages or money
judgment obtained pursuant to the foregoing shall not exceed the amount of liquidated
damages that the Authority is entitled to receive pursuant to Section 4.4 hereof for such
Specified Relocation Default.

Section 4.2 Authority Remedies Upon Other TeamCo Default.

Upon the occurrence of any Other TeamCo Default, but without limiting the rights of
TeamCo under Section 2.2(b) during an Untenantability Period, the Authority may, in its sole
discretion, have the option to pursue (in all events), without any Notice or demand whatsoever,
other than any Notice expressly provided for in this Non-Relocation Agreement, any and all
remedies available to the Authority at law or in equity.

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Section 4.3 Declaratory or Injunctive Relief.

(a) The Authority or any express beneficiary of the Authority’s rights under
this Non-Relocation Agreement shall be entitled to seek injunctive relief prohibiting or
mandating action by TeamCo in accordance with, or declaratory relief with respect to, the
covenants or agreements set forth in Article 3 of this Non-Relocation Agreement; provided,
however, injunctive or declaratory relief is not an available remedy if the Authority has
terminated the Stadium Lease and has not agreed to recognize the Team Use Agreement
pursuant to the terms of Section 17.1(b)(iii) of the Stadium Lease; provided, further,
injunctive or declaratory relief, including specific performance, is not an available remedy
(other than in the case of a Specified Relocation Default) where specific performance
would result in noncompliance with the MLB Rules by TeamCo, StadCo, the Team or the
Authority (so long as the MLB Rules are applied by MLB without discrimination in
application to the Team or Stadium).

(b) In addition, TeamCo (i) recognizes that the Authority owns the Stadium,
certain taxes have been imposed by the County, and certain debt is being incurred by the
County in order to permit the construction and development of the Stadium and the playing
of MLB Home Games in the Stadium during the Non-Relocation Term in accordance with
Article 2 of this Non-Relocation Agreement, and (ii) acknowledges and agrees that
monetary damages could not be calculated to compensate the Authority for any breach by
TeamCo of the covenants or agreements contained in Article 3 of this Non-Relocation
Agreement. Accordingly, TeamCo agrees that (w) the Authority may restrain or enjoin
any breach or threatened breach of any covenant or agreement of TeamCo contained in
Article 3 of this Non-Relocation Agreement without the necessity of posting a bond or
other security and without any further showing of irreparable harm, balance of harms,
consideration of the public interest or the inadequacy of monetary damages as a remedy,
(x) the administration of an order for injunctive relief would not be impractical and, in the
event of any breach of any covenant or agreement contained in Article 3 of this Non-
Relocation Agreement, the balance of hardships would weigh in favor of entry of injunctive
relief, (y) the Authority may enforce any such covenant or agreement of TeamCo contained
in Article 3 of this Non-Relocation Agreement through specific performance, except that
specific performance is not an available remedy where specific performance would result
in noncompliance with the MLB Rules (other than in the case of a Specified Relocation
Default) by TeamCo, StadCo, the Team or the Authority (so long as the MLB Rules are
applied by MLB without discrimination in application to the Team or Stadium) and (z) the
Authority may seek injunctive or other form of ancillary relief from a court of competent
jurisdiction in order to maintain the status quo and enforce the terms of Article 3 of this
Non-Relocation Agreement. The Parties hereby agree and irrevocably stipulate that the
rights of the Authority to injunctive relief pursuant to this Section 4.3 of this Non-
Relocation Agreement shall not constitute a “claim” pursuant to Section 101(5) of the
United States Bankruptcy Code and shall not be subject to discharge or restraint of any
nature in any bankruptcy proceeding involving TeamCo, and that this Non-Relocation
Agreement is not an “executory” contract as contemplated by Section 365 of the United
States Bankruptcy Code.

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 (c) TEAMCO WAIVES ANY RIGHT IT MAY HAVE TO OBJECT TO OR
TO RAISE A DEFENSE TO ANY ACTUAL OR REQUESTED AWARD OF THE
REMEDY OF SPECIFIC PERFORMANCE IN ANY ACTION BROUGHT BY OR ON
BEHALF OF THE AUTHORITY IN RESPECT OF A MATERIAL BREACH OR
THREATENED BREACH BY TEAMCO OF ANY COVENANT OR AGREEMENT
CONTAINED IN ARTICLE 3 OF THIS NON-RELOCATION AGREEMENT, EXCEPT
(I) ALLEGED UNCLEAN HANDS OF THE AUTHORITY OR LACHES IN THE
COMMENCEMENT OF THE PROCEEDINGS AND (II) THE DEFENSE THAT
THERE HAS IN FACT NOT BEEN A MATERIAL BREACH OR THREATENED
BREACH BY TEAMCO OF ANY COVENANT OR AGREEMENT CONTAINED IN
ARTICLE 3 OF THIS NON-RELOCATION AGREEMENT. NOTWITHSTANDING
THE FOREGOING, SPECIFIC PERFORMANCE IS NOT AN AVAILABLE REMEDY
WHERE SPECIFIC PERFORMANCE WOULD RESULT IN NONCOMPLIANCE
WITH THE MLB RULES (OTHER THAN IN THE CASE OF A SPECIFIED
RELOCATION DEFAULT) BY TEAMCO, STADCO, THE TEAM OR THE
AUTHORITY.

(d) Notwithstanding the foregoing to the contrary, but subject to the proviso in
Section 2.1 hereof, the Authority and any express beneficiaries of the Authority’s rights
under this Non-Relocation Agreement agree that they must first seek (and thereafter
prosecute to a final and non-appealable judgment) injunctive or declaratory relief pursuant
to this Section 4.3 (including, subject to any limitations set forth in this Non-Relocation
Agreement, specific performance) for a Specified Relocation Default from a court of
competent jurisdiction prior to instituting a suit for (or otherwise seeking to obtain)
liquidated damages or any other remedies available at law or in equity. In the event that
the remedy of injunctive relief pursuant to this Section 4.3 (including, subject to any
limitations set forth in this Non-Relocation Agreement, specific performance) is not
granted by a court of competent jurisdiction after the Authority and any express
beneficiaries of the Authority’s rights under this Non-Relocation Agreement first seek (and
thereafter prosecute to a final and non-appealable judgment) injunctive or declaratory relief
pursuant to this Section 4.3, then the Authority and any express beneficiaries of the
Authority’s rights hereunder shall have the right to pursue any and all other remedies
available under this Non-Relocation Agreement, including any and all remedies available
at law or in equity.

Section 4.4 Liquidated Damages.

(a) Although neither the Authority nor the County has any right to operate
TeamCo or the Team, the Parties also recognize, agree, and stipulate that the financial,
civic, and social benefits to the Authority, the County and the State from the presence of
the Team and the playing of its MLB Home Games in the Stadium are great, but that the
precise value of those benefits is difficult to quantify due to the number of citizens and
businesses that rely upon and benefit from the presence of the Team in the County.
Accordingly, the magnitude of the damages that would result from a Specified Relocation
Default would be significant in size but difficult to quantify including damages to the
finances of the Authority, the County and the State. Therefore, subject to Section 4.1(b)
and Section 4.3(d) hereof, the Parties agree that upon the occurrence of a Specified

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Relocation Default, including any such default arising pursuant to the provisions of Section
365(g) of the United States Bankruptcy Code or similar provision of any successor thereto,
the Authority will be entitled to recover from TeamCo, as liquidated damages and not as a
penalty and as the Authority’s sole and exclusive remedy for a Specified Relocation
Default, an amount equal to:

(i) the initial outstanding principal amount of the bonds issued pursuant
to Section 34 of the Act; minus

(ii) except as otherwise provided in Section 4.4(b) hereof, the amount

of (x) scheduled principal payments on such bonds (whether or not such payments
are actually made) pursuant to the original debt service payment schedule set out in
the bond ordinance (or other applicable definitive documentation) at the time of the
issuance of the bonds through the date such liquidated damages are deemed
payable, minus (y) any prepaid principal on such bonds, as determined on the date
such liquidated damages are deemed payable; plus

(iii) accrued and unpaid interest (excluding any default interest) and
reasonable fees and expenses in respect of such bonds as of the date such liquidated
damages are deemed payable, plus

(iv) the outstanding tax credits subject to repayment pursuant to

paragraph (g) of subsection 4 of section 32 of the Act as of the date such liquidated
damages are deemed payable,

which amount is hereby stipulated to be reasonable estimated damages for a Specified

Relocation Default.

(b) If and to the extent that any Non-Act Revenues are used to make any
scheduled payments or prepayments of principal or interest on the bonds issued pursuant
to Section 34 of the Act, then the aggregate amount of any such scheduled payments or
prepayments of principal or interest made using Non-Act Revenues shall be added back to
the outstanding principal amount of such bonds for purposes of Section 4.4(a)(i) hereof
and, for clarity, the amounts of such scheduled payments or prepayments, as applicable,
shall not otherwise be subtracted from the initial outstanding principal amount of such
bonds as part of the calculation described in Section 4.4(a)(ii) hereof.

(c) The Parties hereby acknowledge that they have negotiated the above
amounts in an attempt to make a good faith effort in quantifying the amount of damages
due to a Specified Relocation Default despite the difficulty in making such determination.
Accordingly, in the event the Authority collects the above-referenced liquidated damages
for a Specified Relocation Default, then the Authority and any express beneficiaries of the
Authority’s rights under this Non-Relocation Agreement hereby waive any right to collect,
seek or claim from TeamCo, StadCo or any Affiliate thereof, whether under this Non-
Relocation Agreement, any other Project Document or otherwise, any additional monetary
damages (other than as provided pursuant to Section 6.17 hereof), including any lost or

9
 prospective profits, or for any other special, indirect, incidental, consequential, exemplary
or punitive damages, with respect to such Specified Relocation Default.

(d) Notwithstanding anything to the contrary set forth in this Non-Relocation

Agreement, the provisions of Section 6.18 hereof are not intended to, and shall not, annul
or modify the rights of the Authority, and any express beneficiary of the Authority’s rights
hereunder, to exercise its rights and remedies to receive liquidated damages in accordance
with , and enforce the express terms of, this Section 4.4.

Section 4.5 Authority Covenant.

The Authority shall remit (a) to the County that portion of any payment received under
Section 4.4 hereof necessary for the County to pay in full all then outstanding amounts owing
under the bonds issued pursuant to Section 34 of the Act and (b) to the State that portion of any
payment received under Section 4.4 hereof representing tax credits required to be refunded to the
State pursuant to paragraph (g) of subsection 4 of section 32 of the Act. TeamCo shall have no
obligation to ensure that the Authority performs the obligation set forth in this Section 4.5.

Section 4.6 Termination.

(a) This Non-Relocation Agreement shall terminate, subject to the terms of

Section 4.6(b) hereof, upon the earliest of:

(i) the Term Expiration Date;

(ii) the mutual agreement of the Parties;

(iii) the exercise of TeamCo’s termination right pursuant to Section 4.9

hereof;

(iv) the payment of liquidated damages for a Specified Relocation

Default in accordance with Section 4.4 hereof if such liquidated damages are
available as a remedy under Section 4.1 hereof and are sought by the Authority
pursuant to the terms of this Non-Relocation Agreement; or

(v) the termination of:

A. the Stadium Lease by (i) the Authority and the Authority has
not agreed to recognize the Team Use Agreement pursuant
to the terms of Section 17.1(b)(iii) of the Stadium Lease or
(ii) StadCo pursuant to the express terms thereof; or

B. the Development Agreement by either party thereto pursuant

to the express terms thereof.

(b) Upon the termination of this Non-Relocation Agreement, all obligations of

the Parties under this Non-Relocation Agreement automatically shall terminate except as
otherwise provided in this Non-Relocation Agreement; provided that the termination of

10
 this Non-Relocation Agreement shall not alter any existing claim of either Party for
breaches of this Non-Relocation Agreement occurring prior to such termination.

Section 4.7 Cumulative Remedies.

Except as expressly set forth in this Non-Relocation Agreement, each right or remedy of
TeamCo and the Authority provided for in this Non-Relocation Agreement shall (subject to any
limitations set forth in this Non-Relocation Agreement, including Section 4.3(d) hereof) be
cumulative of and shall be in addition to every other right or remedy of TeamCo or the Authority
provided for in this Non-Relocation Agreement, and the exercise or the beginning of the exercise
by TeamCo or the Authority of any one or more of the rights or remedies provided for in this Non-
Relocation Agreement shall (subject to any limitations set forth in this Non-Relocation Agreement,
including Section 4.3(d) hereof) not preclude the simultaneous or later exercise by TeamCo or the
Authority of any or all other rights or remedies provided for in this Non-Relocation Agreement or
in any other Project Document or hereafter existing at law or in equity, by statute or otherwise.
For the avoidance of doubt, the availability to the Authority (or to any express beneficiary of the
Authority’s rights under this Non-Relocation Agreement) of the remedy of liquidated damages
under Section 4.4 hereof shall be available only as a remedy for a Specified Relocation Default
and subject to Section 4.3(d) hereof.

Section 4.8 Irrevocable Nature.

The obligations of TeamCo under Article 3 are absolute, irrevocable, and unconditional,
except as expressly provided herein, and shall not be released, discharged, limited or affected by
any right of setoff or counterclaim that TeamCo or StadCo may have to the performance thereof.
To the extent that the Authority is required to refund or disgorge (as a result of the bankruptcy of
TeamCo) any amount paid in connection with the payment of the liquidated damages hereunder,
TeamCo shall remain subject to the terms of Article 3 hereof until such amount is repaid in full to
the Authority. The terms of this Section 4.8 shall expressly survive any termination of this Non-
Relocation Agreement.

Section 4.9 Targeted Tax.

In the event that the State, the County, the Authority or any other Governmental Authority
controlled by some, all or any of those entities imposes a Targeted Tax at any point during the
Non-Relocation Term, TeamCo shall have the right to terminate this Non-Relocation Agreement
and, in such event, be relieved of all obligations due from TeamCo or the Team to the Authority
under this Non-Relocation Agreement, if and only if TeamCo provides Notice to the Authority of
its intent to relocate the Team within thirty-six (36) months after the passage and approval or
assessment of any Targeted Tax, and the Team ceases to play its MLB regular season and
postseason games for which it is designated under MLB Rules as the home team at the Stadium
within thirty-six (36) months after providing such Notice. Notwithstanding the foregoing, if
StadCo, TeamCo, or the Team is permitted to and chooses to contest the imposition of the Targeted
Tax (with or without payment of the Targeted Tax prior to the contest), then solely for purposes
of the preceding sentence the Targeted Tax shall not be deemed to have been passed and approved
or assessed unless and until some or all of the Targeted Tax is upheld by a final, non-appealable
decision of the court or agency with jurisdiction over the contest.

11
 ARTICLE 5

ASSIGNMENT

Section 5.1 Sale of Team; Assignment of TeamCo’s Interest.

TeamCo shall not have the right to sell or transfer the Team to a third party or Assign this
Non-Relocation Agreement without the Approval of the Authority; provided, however, that
TeamCo shall have the right to sell or transfer the Team to a third party or Assign this Non-
Relocation Agreement without the Approval of the Authority so long as such sale or transfer of
the Team or Assignment of this Non-Relocation Agreement complies with each of the following
conditions precedent:

(a) the Successor Owner executes and delivers to the Authority an assignment
and assumption agreement in a form Approved by the Authority whereby such Successor
Owner assumes full responsibility for the performance of all of the obligations of TeamCo
under this Non-Relocation Agreement arising on and after the date of such sale or transfer
of the Team or Assignment of this Non-Relocation Agreement (an “Assignment and
Assumption Agreement”);

(b) in all instances, from and after such sale or transfer of the Team or
Assignment of this Non-Relocation Agreement, the Successor Owner must also be the
successor to TeamCo under all the Project Documents with respect to obligations arising
on or after the date of such sale or transfer of the Team or Assignment of this Non-
Relocation Agreement; and

(c) MLB Approval is obtained for such sale or transfer of the Team or
Assignment of this Non-Relocation Agreement in accordance with all applicable MLB
Rules;

provided, however, that neither (i) an Equity Control Transfer nor (ii) TeamCo’s pledge of this
Non-Relocation Agreement to a lender providing debt financing to TeamCo, StadCo or HoldCo
(as opposed to TeamCo’s transfer of this Non-Relocation Agreement pursuant to foreclosure or
other exercise of remedies by such lender) (a “Pledge”) shall require compliance with the foregoing
clauses (a) and (b).

Section 5.2 Equity Control Transfer.

For purposes of this Non-Relocation Agreement, the term “sale/sell or transfer of the
Team” shall include not only an asset sale or transfer of the Team, but also any issuance or transfer
of any securities or interests having ordinary voting power for the election of directors (or other
comparable controlling body) of TeamCo, HoldCo or Atlas Sports LLC (“Atlas Sports”) or any
transfer of any equity or beneficial interest in TeamCo, HoldCo or Atlas Sports, in each case that
results in either (a) a change of the Controlling Person, if any, of TeamCo, HoldCo or Atlas Sports
or (b) the creation of a Controlling Person of TeamCo, HoldCo or Atlas Sports where none existed
before (an “Equity Control Transfer”). For the avoidance of doubt, the issuance or transfer of a
minority interest in TeamCo, HoldCo or Atlas Sports that does not result in a new Controlling

12
Person is not an Equity Control Transfer and, therefore, shall not be deemed a sale or transfer of
the Team hereunder.

Section 5.3 Release of TeamCo.

Subject to satisfaction of the conditions precedent specified in Section 5.1, TeamCo shall
be relieved from any obligations arising under this Non-Relocation Agreement related to events
occurring on and after the date any sale, transfer or Assignment contemplated therein (other than
an Equity Control Transfer or Pledge) is consummated.

Section 5.4 Transfers by the Authority.

The Authority may not transfer its rights under this Non-Relocation Agreement (an
“Authority Transfer”) at any time without the Approval of TeamCo, except as provided in Section
[17.1(d)] of the Stadium Lease.

Section 5.5 Release of the Authority.

No Authority Transfer shall relieve the Authority from any of its obligations under this
Non-Relocation Agreement, except that the Authority shall be relieved from any obligations
arising under this Non-Relocation Agreement related to events occurring on and after the date of
an Authority Transfer if, and only if, (i) TeamCo Approves of such Authority Transfer or (ii)
TeamCo’s Approval of such Authority Transfer is not required pursuant to Section 5.4 hereof.

ARTICLE 6

GENERAL PROVISIONS

Section 6.1 Representations.

(a) Power and Authority. Each individual executing and delivering this Non-
Relocation Agreement on behalf of a Party hereby represents to the other Party that such
individual has all requisite power and authority to execute and deliver the same and to bind
such Party hereunder.

(b) TeamCo’s Representations. As an inducement to the Authority to enter into

this Non-Relocation Agreement, TeamCo hereby represents and warrants to the Authority,
as of the Effective Date, as follows:

(i) Organization. TeamCo is a limited liability company, duly

organized and validly existing under the laws of the State of California, with all
necessary power and authority to enter into this Non-Relocation Agreement and to
consummate the transactions herein contemplated. TeamCo is qualified to do
business in the State.

(ii) Law. Neither the execution and delivery of this Non-Relocation

Agreement by TeamCo nor the performance by TeamCo of its obligations
hereunder will (A) violate any statute, regulation, rule, judgment, order, decree,

13
stipulation, injunction, charge or other restriction of any Governmental Authority
to which TeamCo is subject or any provision of the organizational documents of
TeamCo or (B) conflict with, result in a breach of, constitute a default under, result
in the acceleration of, create in any Person the right to accelerate, terminate, modify
or cancel or require any notice under any contract, lease, sublease, license,
sublicense, franchise, permit, indenture, agreement or mortgage for borrowed
money, instrument of indebtedness, security interest or other agreement to which
TeamCo is a party or by which TeamCo or its assets are bound.

(iii) Authorization. All proceedings required to be taken by or on behalf

of TeamCo to authorize TeamCo to execute and deliver this Non-Relocation
Agreement and to perform the covenants, obligations, and agreements of TeamCo
hereunder have been duly taken. No consent to the execution and delivery of this
Non-Relocation Agreement by TeamCo, or the performance by TeamCo, of its
covenants, obligations, and agreements hereunder, is required from any partner,
board of directors, shareholder, creditor, investor, judicial, legislative or
administrative body, Governmental Authority or other Person, other than any such
consent which already has been given.

(iv) Binding Obligation and Enforcement. This Non-Relocation

Agreement constitutes the valid and legally binding obligation of TeamCo,
enforceable in accordance with its terms and conditions, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws presently or hereafter in effect, affecting the
enforcement of creditors’ rights generally and by general principles of equity
whether applied in a proceeding at law or in equity.

(v) Absence of Litigation. [Except as set forth on Schedule 6.1(b)(v),]

to the best knowledge of TeamCo, there is no action, suit, claim, proceeding or
investigation pending or currently threatened against TeamCo that questions the
validity of this Non-Relocation Agreement or the transactions contemplated herein
or that could either individually or in the aggregate have a material adverse effect
on the assets, conditions, affairs or prospects of TeamCo, financially or otherwise.

(vi) Controlling Person. John Fisher, or Persons controlled by John

Fisher is/are, directly or indirectly, the Controlling Person of TeamCo.

(vii) MLB Approval. All necessary MLB Approvals with respect to this
Non-Relocation Agreement have been obtained.

(viii) Owner of Team. TeamCo is the record and beneficial owner of the
Team. The Team is a Major League Club in good standing of MLB and, to its best
knowledge, is in compliance with all applicable MLB Rules that are relevant to the
transactions contemplated herein.

14
 (ix) MLB Rules. The terms of this Non-Relocation Agreement are not
inconsistent with the terms of any current MLB Rules or any current interpretation
thereof.

(c) Authority Representations. As an inducement to TeamCo to enter into this

Non-Relocation Agreement, the Authority represents and warrants to TeamCo, as of the
Effective Date, as follows:

(i) Organization. The Authority is a governmental entity, duly

organized and validly existing under and by virtue of the provisions of the Act, with
all necessary power and authority to enter into this Non-Relocation Agreement and
to consummate the transactions herein contemplated.

(ii) Law. Neither the execution and delivery of this Non-Relocation

Agreement nor the performance by the Authority of its obligations hereunder will
(A) violate any statute, regulation, rule, judgment, order, decree, stipulation,
injunction, charge or other restriction of any Governmental Authority to which the
Authority is subject or any provision of the organizational documents of the
Authority or (B) conflict with, result in a breach of, constitute a default under, result
in the acceleration of, create in any Person the right to accelerate, terminate, modify
or cancel or require any notice under any contract, lease, sublease, license,
sublicense, franchise, permit, indenture, agreement or mortgage for borrowed
money, instrument of indebtedness, security interest or other agreement to which
the Authority is a party or by which the Authority or its assets are bound.

(iii) Authorization. All proceedings required to be taken by or on behalf

of the Authority to authorize the Authority to execute and deliver this Non-
Relocation Agreement and to perform the covenants, obligations, and agreements
of the Authority hereunder have been duly taken. No consent to the execution and
delivery of this Non-Relocation Agreement by the Authority or the performance by
the Authority of its covenants, obligations, and agreements hereunder is required
from any partner, board of directors, shareholder, creditor, investor, judicial,
legislative or administrative body, Governmental Authority or other Person, other
than any such consent which already has been given.

(iv) Binding Obligation and Enforcement. This Non-Relocation

Agreement constitutes the valid and legally binding obligation of the Authority,
enforceable in accordance with its terms and conditions, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws presently or hereafter in effect, affecting the
enforcement of creditors’ rights generally and by general principles of equity
whether applied in a proceeding at law or in equity.

(v) Absence of Litigation. [Except as set forth on Schedule 6.1(c)(v),]

To the best knowledge of the Authority, there is no action, suit, claim, proceeding
or investigation pending or currently threatened against the Authority that questions
the validity of this Non-Relocation Agreement or the transactions contemplated

15
 herein or that could either individually or in the aggregate have a material adverse
effect on the assets, conditions, affairs or prospects of the Authority, financially or
otherwise.

Section 6.2 MLB Approval.

Any amendment to this Non-Relocation Agreement shall be subject to the prior receipt of
all necessary MLB Approvals and be made in accordance with all applicable MLB Rules, as the
same now exist or may be amended or adopted in the future. Any amendment to this Non-
Relocation Agreement shall be prohibited and shall be null and void unless all necessary MLB
Approvals are obtained in advance.

Section 6.3 Incorporation of Exhibits.

All Exhibits attached to this Non-Relocation Agreement are incorporated herein by this
reference in their entirety and made a part hereof for all purposes.

Section 6.4 Third-Party Beneficiary.

Subject to Section 6.18(c) hereof, the provisions of this Non-Relocation Agreement shall
inure to the benefit of, and be enforceable by, and only by, the Authority and TeamCo and any of
its permitted successors or assigns (and thus, subject to Section 6.18(c) hereof, no other Person
shall be a third-party beneficiary of this Non-Relocation Agreement or have the right to enforce
this Non-Relocation Agreement); provided, however, that (a) the County and the State (i) are third-
party beneficiaries of, and may enforce, TeamCo’s obligations, and the Authority’s rights, under
this Agreement and (ii) as such are hereby deemed to be bound, mutatis mutandi, by the provisions
herein applicable to express beneficiaries of the Authority’s rights under this Non-Relocation
Agreement and (b) StadCo and Affiliates of TeamCo and StadCo are third-party beneficiaries of,
and may enforce, the Authority’s agreement, under Section 4.4(c) hereof.

Section 6.5 Notices.

Subject to Section 6.12(a) hereof, all Notices given to a Party under this Non-Relocation
Agreement shall be given in writing to such Party at the address set forth in Exhibit B to this Non-
Relocation Agreement or at such other address as such Party shall designate by Notice to the other
Party to this Non-Relocation Agreement and shall be deemed given and received on the date
delivered if served personally or by overnight delivery service or, if sent by United States
registered or certified mail, then one (1) Business Day after its delivery to the address of the
respective Party, as provided in this Section 6.5, except that with respect to the Notices pertaining
to matters that are to be accomplished within less than three (3) Business Days (e.g., requests for
Approvals when the Person whose Approval is sought has one (1) Business Day to respond in the
granting or denying of such Approval), Notice shall be deemed given simultaneously with its
delivery. Notices sent by a Party’s counsel shall be deemed Notices sent by such Party. Each
Party shall have the right at any time and from time to time to specify additional Persons
(“Additional Addressees”) to whom Notice hereunder must be given, by delivering to the other
Party five (5) days’ Notice thereof setting forth a single address for each such Additional
Addressee; provided, however, that no Party shall have the right to designate more than two (2)
such Additional Addressees.

16
 Section 6.6 Severability.

If any term or provision of this Non-Relocation Agreement, or the application thereof to

any Person or circumstances, shall to any extent be invalid or unenforceable in any jurisdiction, as
to such jurisdiction, the remainder of this Non-Relocation Agreement, or the application of such
term or provision to the Persons or circumstances other than those as to which such term or
provision is held invalid or unenforceable in such jurisdiction, shall not be affected thereby, and
each term and provision of this Non-Relocation Agreement shall be valid and enforceable to the
fullest extent permitted by Applicable Law and any such invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 6.7 Entire Agreement; Amendment and Waiver.

This Non-Relocation Agreement and the other Project Documents constitute the entire
agreement of the Parties with respect to the subject matter hereof and supersedes all prior written
and oral agreements and understandings with respect to such subject matter. There are no
unwritten or oral agreements among the Parties with respect to the subject matter hereof. Neither
this Non-Relocation Agreement nor any of the terms hereof, including this Section 6.7, may be
terminated, amended, supplemented, waived or modified orally or by conduct of the Parties, but
only by, subject to compliance with Section 6.2 hereof and except as otherwise provided in
Article 6 hereof in the case of termination, an instrument in writing signed by the Party against
which the enforcement of the termination, amendment, supplement, waiver or modification shall
be sought. No failure or delay of any Party, in any one or more instances, (a) in exercising any
power, right or remedy under this Non-Relocation Agreement or (b) in insisting upon the strict
performance by the other Party of such other Party’s covenants, obligations or agreements under
this Non-Relocation Agreement, shall operate as a waiver, discharge or invalidation thereof, nor
shall any single or partial exercise of any such right, power or remedy or insistence upon strict
performance, or any abandonment or discontinuance of steps to enforce such a right, power or
remedy or to enforce strict performance, preclude any other or future exercise thereof or instance
thereupon or the exercise of any other right, power or remedy. The covenants, obligations, and
agreements of a defaulting Party and the rights and remedies of the other Party upon a default shall
continue and remain in full force and effect with respect to any subsequent breach, act or omission.

Section 6.8 Table of Contents; Headings.

The table of contents and headings of the various articles, sections, and other subdivisions
of this Non-Relocation Agreement are for convenience of reference only and shall not modify,
define or limit any of the terms or provisions hereof.

Section 6.9 Parties in Interest; Limitation on Rights of Others.

The terms of this Non-Relocation Agreement shall be binding upon, and inure to the benefit
of, the Parties and their permitted successors and assigns. Subject to Section 6.4 and
Section 6.18(c) hereof, nothing in this Non-Relocation Agreement, whether express or implied,
shall be construed to give any Person (other than the Parties and their permitted successors and
assigns as expressly provided herein) any legal or equitable right, remedy or claim under or in
respect of this Non-Relocation Agreement or any covenants, conditions or provisions contained

17
herein or any standing or authority to enforce the terms and provisions of this Non-Relocation
Agreement.

Section 6.10 Counterparts.

This Non-Relocation Agreement may be executed and delivered in counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and the same
instrument. A telecopy, facsimile or other electronic signature (such as a pdf) of either Party shall
be considered to have the same binding effect as an original signature.

Section 6.11 Applicable Law.

This Non-Relocation Agreement shall be governed by and construed and enforced in

accordance with the internal Applicable Laws of the State without giving effect to the principles
of conflicts of law thereof.

Section 6.12 Venue; Waiver of Jury.

(a) Each of the Parties hereby irrevocably and unconditionally submits, for
itself and its property, to the exclusive jurisdiction of any Nevada state court or federal
court of the United States of America and any appellate court from any thereof, in any
proceeding arising out of or relating to this Non-Relocation Agreement or the agreements
delivered in connection herewith or the transactions contemplated hereby or thereby or for
recognition or enforcement of any judgment relating thereto, and each of the Parties hereby
irrevocably and unconditionally (i) agrees not to commence any such proceeding except in
such courts, (ii) agrees that any claim in respect of any such proceeding may be heard and
determined in such Nevada state court or in such federal court, (iii) waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any such proceeding in any such Nevada state or federal
court, (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such Nevada state or federal
court, and (v) to the extent such Party is not otherwise subject to service of process in the
State, appoints Corporation Service Company as such Party’s agent in the State for
acceptance of legal process and agrees that service made on any such agent shall have the
same legal force and effect as if served upon such Party personally within such state. Each
of the Parties agrees that a final judgment in any such proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY

CONTROVERSY WHICH MAY ARISE UNDER THIS NON-RELOCATION
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES,
AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS NON-RELOCATION AGREEMENT AND ANY OF THE AGREEMENTS
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS

18
 CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH
WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO
THIS NON-RELOCATION AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 6.12. THIS
Section 6.12 SHALL SURVIVE ANY TERMINATION OF THIS NON-RELOCATION
AGREEMENT.

Section 6.13 Payment on Business Days.

If any payment under this Non-Relocation Agreement is required to be made on a day other
than a Business Day, the date of payment shall be extended to the next Business Day.

Section 6.14 Time is of the Essence.

The times for performance provided in this Non-Relocation Agreement are essential due
to the obligations and expenditures of the Parties. If a time is not specified, performance shall be
required promptly and with due regard to the conditions of performance of other Parties in reliance
thereon. All provisions in this Non-Relocation Agreement that specify or provide a method to
compute a number of days for the performance, delivery, completion or observance by a Party of
any action, covenant, agreement, obligation or notice hereunder shall mean and refer to calendar
days, unless otherwise expressly provided. However, if the date specified or computed under this
Non-Relocation Agreement for the performance, delivery, completion or observance of a
covenant, agreement, obligation or notice by either Party, or for the occurrence of any event
provided for herein, is a Saturday, Sunday or Legal Holiday, then the date for such performance,
delivery, completion, observance or occurrence shall automatically be extended to the next
calendar day that is not a Saturday, Sunday or Legal Holiday.

Section 6.15 Interpretation and Reliance.

The Parties acknowledge and confirm that each of their respective attorneys have
participated jointly in the review and revision of this Non-Relocation Agreement and that it has
not been written solely by counsel for one Party. The Parties further agree that the language used
in this Non-Relocation Agreement is the language chosen by the Parties to express their mutual
intent and that no rule of strict construction is to be applied against any Party.

Section 6.16 No Assignment.

Neither this Non-Relocation Agreement nor any of its rights, responsibilities or obligations
can be transferred or assigned, whether by operation of law or otherwise, without the prior written
Approval of the non-assigning Party except as expressly provided in this Non-Relocation
Agreement.

19
 Section 6.17 Attorneys’ Fees.

If a Party defaults in the performance of any covenants, obligations or agreements of such

Party contained herein and the other Party places the enforcement of such instrument, or any part
thereof, or the exercise of any other remedy therein provided for such default, in the hands of an
attorney who files suit or institutes an action or proceeding upon the same (either by direct action
or counterclaim), the non-prevailing Party shall pay to the prevailing Party its reasonable and
documented attorneys’ fees and costs of court. In addition to the foregoing award of attorneys’
fees to the prevailing Party, the prevailing Party shall be entitled to its attorneys’ fees incurred in
any post-judgment proceedings to collect or enforce the judgment. This provision is separate and
several and shall survive the merger of this Non-Relocation Agreement into any judgment on such
instrument.

Section 6.18 MLB Rules.

Any contrary provisions contained herein notwithstanding (but subject to Section 6.19
hereof):

(a) This Non-Relocation Agreement and the rights of the Authority or any
express beneficiary of the Authority’s rights under hereunder, including the exercise of any
rights or remedies hereunder, whether existing by statute, law or as a matter of equity, and
the obligations of TeamCo hereunder, shall be and are subject to the MLB Rules, as
determined by MLB in its sole discretion, the application or enforcement of which the
Authority and any express beneficiary of the Authority’s rights hereunder shall not directly
or indirectly oppose, interfere with or seek to limit, whether by action or inaction, in any
fashion whatsoever, whether or not explicit reference thereto is made herein, and nothing
herein is intended to violate or breach any such MLB Rules.

(b) TeamCo hereby agrees not to propose or initiate any future MLB Rules or
any future interpretations thereof that could reasonably be expected to be inconsistent with
or contrary to the terms of this Non-Relocation Agreement or could reasonably impede or
interfere with the performance by TeamCo of its obligations under this Non-Relocation
Agreement.

(c) Neither TeamCo nor any other Person (other than the Commissioner or
MLB) shall have any right to enforce any provision of this Section 6.18; provided, however,
that the Authority shall have the right to enforce the terms of Section 6.18(b) hereof.

(d) The Commissioner and MLB are intended third-party beneficiaries of the
provisions of this Section 6.18 and each other provision in this Non-Relocation Agreement
that prohibits action without first obtaining MLB Approval and, in addition to their right
to waive or enforce the provisions of this Section 6.18, the Commissioner and MLB shall
be entitled and have the right to waive or enforce such other provisions directly against
either Party (or their successors and permitted assigns) to the extent that any such other
provision is for the benefit of the Commissioner, MLB or the Major League Baseball
Clubs.

20
 (e) The Authority, by its acceptance of the benefits hereof, hereby agrees that
it shall, for no further consideration, execute and deliver any documents or instruments or
take any other action that the Commissioner or MLB may reasonably request in order to
evidence or effectuate the terms of this Section 6.18.

(f) The Commissioner and MLB shall have no liability whatsoever to any
Person for actions taken pursuant to this Section 6.18 (other than for fraudulent acts or
willful misconduct with respect to this Section 6.18 by the Commissioner or MLB), and
the Authority hereby releases the Commissioner and MLB from any and all claims arising
out of or in connection with any such actions (other than, for the avoidance of doubt, for
fraudulent acts or willful misconduct with respect to this Section 6.18 by the Commissioner
or MLB). Nothing contained in this Non-Relocation Agreement shall create any duty on
behalf of the Commissioner or MLB to any other Person.

Section 6.19 Special Terms Relating to MLB Rules.

The terms set forth in Section 6.18(a) through Section 6.18(f) above:

(a) are not intended to, and shall not annul or modify, the limitation on the
number of MLB Home Games that the Team may play outside the Stadium in any single
Championship Season as set forth in and in accordance with Section 2.2(a)(i);

(b) shall be subject to the following: (x) the terms addressing the application of
MLB directives, MLB orders, and MLB Rules without discrimination to the Team or the
Stadium set forth in Section 2.2(a)(ii), Section 2.2(b)(vi), Section 4.1(a), Section 4.3(a),
Section 4.3(b), and the definition of “Untenantability Period” set forth in Exhibit A hereto;
and (y) Section 4.4(d); and

(c) are not intended to, and shall not annul or modify the rights of the Authority,
and any express beneficiary of the Authority’s rights under this Agreement, to exercise its
rights and remedies to pursue an action for monetary damages upon the occurrence of any
Other TeamCo Default in accordance with Section 4.2.

Section 6.20 Independent Consideration.

Without limiting the terms and conditions of this Non-Relocation Agreement, (a) the
Parties hereby acknowledge and agree that the rights and obligations contained in this Non-
Relocation Agreement are independent obligations for which separate consideration was received
and (b) TeamCo acknowledges that the obligations of TeamCo pursuant to this Non-Relocation
Agreement are independent of its rights and obligations pursuant to the other Project Documents.

Section 6.21 Interest on Overdue Obligations and Post-Judgment Interest.

If any sum due hereunder is not paid by the due date thereof, the Party owing such
obligation to the other Party shall pay to the other Party interest thereon at the Default Rate
concurrently with the payment of the amount, such interest to begin to accrue as of the date such
amount was due. Any payment of such interest at the Default Rate pursuant to this Non-Relocation
Agreement shall not excuse or cure any default hereunder. All payments shall first be applied to

21
the payment of accrued but unpaid interest. The amount of any judgment obtained by one Party
against the other Party in any action or proceeding arising out of a default by such other Party
under this Non-Relocation Agreement shall bear interest thereafter until paid at the Default Rate.

[The remainder of this page is intentionally blank.]

22
 IN WITNESS WHEREOF, this Non-Relocation Agreement has been executed by the
Parties as of the Effective Date.

CLARK COUNTY STADIUM AUTHORITY

By:
Name: ______________________________
Its: ________________________________

ATHLETICS INVESTMENT GROUP LLC

By:
Name: ______________________________
Its: ________________________________

[SIGNATURE PAGE TO NON-RELOCATION AGREEMENT]

 EXHIBIT A
TO
NON-RELOCATION AGREEMENT

GLOSSARY OF DEFINED TERMS AND RULES AS TO USAGE

Glossary of Defined Terms

“Act” shall mean the 2023 Southern Nevada Tourism Innovation Act.

“Additional Addressees” shall have the meaning set forth in Section 6.5 of this Non-
Relocation Agreement.

“Affiliate” shall mean, 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,” or “under common Control” shall mean the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a Person.

“Applicable Law” shall mean any and all laws (including all statutory enactments and
common law), ordinances, constitutions, regulations, treaties, rules, codes, standards, permits,
requirements, and orders that (i) have been adopted, enacted, implemented, promulgated, ordered,
issued, entered or deemed applicable by or under the authority of any Governmental Authority or
arbitrator having jurisdiction over a specified Person (or the properties or assets of such Person),
and (ii) are applicable to this Non-Relocation Agreement or the performance of the obligations of
the parties under this Non-Relocation Agreement.

“Approval,” “Approve” or “Approved” shall mean (i) with respect to any item or matter
for which the approval of the Authority or the Authority Representative, as the case may be, is
required under the terms of this Non-Relocation Agreement, the specific approval of such item or
matter by the Authority pursuant to a written instrument executed by the Authority or the Authority
Representative, as applicable, delivered to TeamCo, and shall not include any implied or imputed
approval, but shall include any approval that is deemed approved pursuant to the terms of this Non-
Relocation Agreement, and no approval by the Authority or the Authority Representative pursuant
to this Non-Relocation Agreement shall be deemed to constitute or include any approval required
in connection with any governmental functions of the Authority, the State or the County, unless
such written approval shall so specifically state; (ii) with respect to any item or matter for which
the approval of TeamCo is required under the terms of this Non-Relocation Agreement, the
specific approval of such item or matter by TeamCo pursuant to a written instrument executed by
a duly authorized officer of TeamCo, as permitted pursuant to the terms of this Non-Relocation
Agreement, and delivered to the Authority and shall not include any implied or imputed approval,
but shall include any approval that is deemed approved pursuant to the terms of this Non-
Relocation Agreement; and (iii) with respect to any item or matter for which the approval of any
other Person is required under the terms of this Non-Relocation Agreement (other than MLB
Approval), the specific approval of such item or matter by such Person pursuant to a written
instrument executed by a duly authorized representative of such Person and delivered to the
Authority or TeamCo, as applicable, and shall not include any implied or imputed approval. In

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such use, all Approvals shall not be unreasonably withheld, conditioned or delayed, unless the
terms of this Non-Relocation Agreement specify otherwise.

“Assign” and “Assignment” shall mean to sell, assign, transfer, mortgage, pledge,
hypothecate, encumber, sublet, license or grant a security interest in or upon TeamCo’s rights
under this Non-Relocation Agreement, directly or indirectly, voluntarily or involuntarily, by
operation of law or otherwise .

“Assignment and Assumption Agreement” shall have the meaning set forth in
Section 5.1(b) of this Non-Relocation Agreement.

“Atlas Sports” shall have the meaning set forth in Section 5.2 of this Non-Relocation
Agreement.

“Authority” shall have the meaning set forth in the Preamble of this Non-Relocation
Agreement.

“Authority Event of Default” shall have the meaning set forth in [Section 15.1(b)] of the
Stadium Lease.

“Authority Representative” shall mean [_________].

“Authority Transfer” shall have the meaning set forth in Section 5.3 of this Non-Relocation
Agreement.

“Basic Agreement” shall mean any collective bargaining agreement between the 30 Major
League Baseball Clubs and the Major League Baseball Players Association, and any amendments
thereto or successor collective bargaining agreements between the Major League Baseball Clubs
and the Major League Baseball Players Association.

“Board of County Commissioners” shall mean the [seven]-member governing body of the
County.

“BOC” shall mean the Office of the Commissioner of Baseball, an unincorporated

association comprised of the Major League Clubs that are party to the Major League Constitution,
and any successor organization thereto.

“Business Day” shall mean a day of the year that is not a Saturday, Sunday, Legal Holiday
or a day on which commercial banks are not required to operate or authorized to close in the
County.

“Championship Season” shall mean, in any given year of the Non-Relocation Term, the
regular season defined by MLB as the games that count toward league standings for that year, but
specifically excluding any pre-season (including spring training), Postseason, All Star, World
Baseball Classic or other game designated by the BOC that does not count toward league standings.
Championship Seasons are sometimes referred to herein by the calendar year in which they are
played (e.g., the “2025 Championship Season”).

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 “Commissioner” shall mean the Commissioner of Baseball as elected under the Major
League Constitution or, in the absence of a Commissioner, the Executive Council or any Person
or other body succeeding to the powers and duties of the Commissioner pursuant to the Major
League Constitution.

[“Community Benefits Agreement” shall have the meaning set forth in the Stadium Lease.]

“Condemnation Action” shall mean a taking by any Governmental Authority (or other
Person with power of eminent domain) by exercise of any right of eminent domain or by
appropriation or an acquisition by any Governmental Authority (or other Person with power of
eminent domain) through a private purchase in lieu thereof.

[“Construction Funds Trust Agreement” shall have the meaning set forth in the Stadium
Lease.]

“Controlling Person” shall mean, with respect to any Person, any individual that directly
or indirectly controls such Person. As used in this definition, the term “control” shall mean the
possession, directly or indirectly, of the power either to (i) vote fifty percent (50%) or more of the
securities or interests having ordinary voting power for the election of directors (or other
comparable controlling body) of such Person or (ii) direct or cause the direction of management
or policies of such Person, whether through the ownership of voting securities or interests, by
contract or otherwise, excluding in each case, any lender of such Person or any Affiliate of such
lender.

“County” shall have the meaning set forth in the Recitals of this Non-Relocation
Agreement.

[“County Development Agreement” shall have the meaning set forth in the Stadium Lease.]

“Default Rate” shall mean an interest rate equal to the prime rate in effect on the date that
the applicable underlying payment was required to be made (as reported in The Wall Street
Journal) plus two percent (2%).

“Designated Postseason Host Stadium(s)” shall have the meaning set forth in
Section 2.2(a)(ii) of this Non-Relocation Agreement.

“Designated Stadium(s)” shall have the meaning set forth in Section 2.2(b)(vi) of this Non-
Relocation Agreement.

[“Development Agreement” shall have the meaning set forth in the Stadium Lease.]

“Effective Date” shall have the meaning set forth in the Preamble of this Non-Relocation
Agreement.

“Equity Control Transfer” shall have the meaning set forth in Section 5.2 of this Non-
Relocation Agreement.

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 “Executive Council” shall mean the Executive Council of Major League Baseball that is
governed by the Major League Constitution, and any successor body thereto.

“Force Majeure” shall mean the occurrence of any of the following, for the period of time,
if any, that the performance of a Party’s material obligations under this Non-Relocation Agreement
is actually delayed or prevented thereby: acts of God, acts of the public enemy, moratoria or
emergency orders issued by a Governmental Authority, the confiscation or seizure by any
Governmental Authority, insurrections, wars or war-like action (whether actual and pending or
expected), arrests or other restraints of government (civil or military), blockades, embargoes,
strikes, labor unrest or disputes (excluding any MLB Labor Dispute), unavailability of labor or
materials, epidemics, pandemics and health emergencies (including Governmental Authority and
MLB directives or requirements that MLB Home Games not be played at the Stadium in
connection therewith), landslides, lightning, earthquakes, fires, hurricanes, storms, floods, wash-
outs, explosions, delays in governmental permitting or approvals (that are greater than any delays
that have been historically a normal and customary part of the permitting and approval process in
Clark County, Nevada and are not otherwise attributable to a failure on the part of the Person
seeking a permit or approval to comply with the relevant application process by, for example,
failing to timely provide a complete application or required supporting documentation or a failure
to timely respond to requests for additional information), litigation that impacts the exercise of a
Party’s rights, or impairs a Party’s ability to fulfill its obligations, under this Non-Relocation
Agreement, referenda arising from or relating to the construction and/or operation of the Stadium
project, any delays occasioned by proceedings under the Alternative Dispute Resolution
Procedures of Section [19.13] of the Stadium Lease], civil disturbance or disobedience, riot,
sabotage, terrorism, threats of sabotage or terrorism or any other cause, whether of the kind herein
enumerated or otherwise, that is not within the reasonable control of the Party claiming the right
to delay or be relieved of performance on account of such occurrence and that, in any event, is not
a result of the intentional act, gross negligence or willful misconduct of the Party claiming the right
to delay or be relieved of performance on account of such occurrence. Notwithstanding the
foregoing, “Force Majeure” shall not include economic hardship or inability to pay debts or other
monetary obligations in a timely manner.

“Governmental Authority” shall mean any federal, state, county, city, local or other
government or political subdivision, court or any agency, authority, board, bureau, commission,
department or instrumentality thereof.

“HoldCo” shall have the meaning set forth in the Recitals of this Non-Relocation
Agreement.

“Improvements” shall mean the Stadium and all other improvements, additions, and
alterations constructed, provided or added thereto from time to time, and all rights, interests,
privileges, easements, and appurtenances related thereto.

“Land” shall have the meaning set forth in Section [2.1] of the Stadium Lease.

“Legal Holiday” shall mean any day, other than a Saturday or Sunday, on which the
Authority’s administrative offices are closed for business.

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 “Major League Baseball” or “MLB” shall mean, depending on the context, any or all of:
(i) the BOC, each other MLB Entity and/or all boards and committees thereof, including the
Executive Council, and/or (ii) the Major League Clubs acting collectively.

“Major League Baseball Club” or “Major League Club” shall mean any professional
baseball club that is entitled to the benefits, and bound by the terms, of the Major League
Constitution.

“Major League Constitution” shall mean the Major League Constitution adopted by the
Major League Baseball Clubs, as the same may be amended, supplemented, or otherwise modified
from time to time in the manner provided therein and all replacement or successor agreements that
may in the future be entered into by the Major League Clubs.

“MLB Approval” shall mean, with respect to the Major League Clubs, the Commissioner,
the BOC, or any other MLB Entity any approval, consent or no-objection letter required to be
obtained from such Person(s) pursuant to the MLB Rules (as exercised in the sole and absolute
discretion of such Person(s)).

“MLB Entity” shall mean each of the BOC, The MLB Network, LLC, MLB Advanced
Media, L.P., Tickets.com LLC, and/or any of their respective present or future affiliates, assigns
or successors.

“MLB Governing Documents” shall mean the following documents as in effect from time
to time and any amendments, supplements, or other modifications thereto and all replacement or
successor documents thereto that may in the future be entered into: (i) the Major League
Constitution; (ii) the Basic Agreement; (iii) the Major League Rules (and all attachments thereto);
(iv) the Amended and Restated Interactive Media Rights Agreement, effective as of January 1,
2020, by and among the Commissioner, the Major League Baseball Clubs, the BOC, MLB
Advanced Media, L.P. and various other MLB Entities; and (v) each agency agreement and
operating guidelines among the Major League Clubs and any MLB Entity, including the Amended
and Restated Agency Agreement, effective as of January 1, 2020, by and among the Major League
Clubs, the BOC, Major League Baseball Properties, Inc., and MLB Advanced Media L.P. (and the
Operating Guidelines related thereto).

“MLB Home Games” shall mean all MLB Scheduled Games of the Team that under MLB
Rules are designated as “home games”.

“MLB Labor Dispute” shall mean any of the following that results in MLB canceling the
MLB Home Game in question: any owners’ lock-out, players’, referees’ or umpires’ strike or other
MLB labor disputes.

“MLB Postseason Games” shall mean MLB games played by the Team that are classified
under MLB Rules as Postseason games, including “wildcard games”, “division series games”,
“league championship series games”,” or “World Series games”.

“MLB Regular Season Games” shall mean MLB games (excluding, for the avoidance of
doubt, MLB Postseason Games) played by the Team during each Championship Season.

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 “MLB Rules” shall mean (a) the MLB Governing Documents, (b) any present or future
agreements or arrangements entered into by, or on behalf of, the BOC, any other MLB Entity or
the Major League Baseball Clubs acting collectively, including agreements or arrangements
entered into pursuant to the MLB Governing Documents, and (c) the present and future mandates,
rules, regulations, policies, practices, bulletins, by-laws, directives or guidelines issued or adopted
by, or on behalf of, the Commissioner, the BOC or any other MLB Entity as in effect from time
to time.

“MLB Scheduled Games” shall mean all MLB Regular Season Games and all MLB
Postseason Games.

“Non-Act Revenues” means any moneys lawfully available to the County received from
any source, other than revenues from the taxes, fees and charges specified in subsection (1) of
Section 29 of the Act.

“Non-Relocation Agreement” shall have the meaning set forth in the Preamble of this Non-
Relocation Agreement.

“Non-Relocation Term” shall have the meaning set forth in Section 2.2(a)(i) of this Non-
Relocation Agreement.

“Notice” shall mean any Approval, consent, demand, designation, request, election or other
notice that any Party gives to the other Party regarding this Non-Relocation Agreement.

“Other TeamCo Default” shall mean: (i) failure of TeamCo to keep, observe or perform
any of the terms, covenants or agreements contained in this Non-Relocation Agreement other than
those contained in Article 3 hereof; (ii) [if an Untenantability Period is caused by the willful
misconduct or gross negligence of TeamCo]; or (iii) any material representation or warranty made
in this Non-Relocation Agreement by TeamCo shall be found to have been incorrect in any
material respect when made.

“Party(ies)” shall have the meaning set forth in the Preamble of this Non-Relocation
Agreement.

“Person” shall mean 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.

“Pledge” shall have the meaning set forth in Section 5.1 of this Non-Relocation Agreement.

“Postseason” shall mean all official MLB games between two Major League Baseball
Clubs occurring after the end of a Championship Season and which are considered by MLB to be
part of its playoff system for that Championship Season leading to and including the World Series
championship (as MLB may change such system from time to time).

“Premises” shall have the meaning set forth in Section [2.1] of the Stadium Lease.

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 “Project Documents” shall mean, collectively, this Non-Relocation Agreement, [the
Development Agreement, the Construction Funds Trust Agreement, the Stadium Lease, the
Community Benefits Agreement, the County Development Agreement and the Team Use
Agreement].

“Relocate” shall mean the action by TeamCo that results in a Relocation.

“Relocation” shall mean a breach by TeamCo of the covenant set forth in Section 2.2(a)
hereof (to the extent compliance with Section 2.2(a) hereof is not expressly excused by another
term of this Non-Relocation Agreement).

“Relocation Default” shall mean the failure of TeamCo to keep, observe or perform any of
the covenants or agreements contained in Article 3 of this Non-Relocation Agreement.

“Scheduled Expiration Date” shall mean thirty (30) years after the Term Commencement
Date.

“Specified Relocation Default” shall mean the failure of TeamCo to keep, observe or
perform the covenant contained in Section 3.1 (and thus Section 2.2(a)) of this Non-Relocation
Agreement.

“StadCo” shall have the meaning set forth in the Recitals of this Non-Relocation
Agreement.

“Stadium” shall mean the venue to be constructed on the Land primarily for hosting MLB
Home Games in accordance with the Project Documents.

“Stadium District” shall mean [the County and a radius of twenty-five (25) miles from the
location at which the Board of County Commissioners holds its regular meetings as of the effective
date of the Act].

“Stadium Lease” shall mean that certain Stadium Lease Agreement dated as of [______,
2024] by and between the Authority and StadCo.

“State” shall mean the State of Nevada.

“Successor Owner” shall mean the Person who is TeamCo’s successor by sale, transfer or
Assignment of the Team or TeamCo’s interest under this Non-Relocation Agreement.

“Targeted Tax” shall mean any Tax by the State, the County, the Authority or any other
Governmental Authority controlled by some, all or any of them not in effect on the Effective Date
that, either by its terms or the effect of its application, is either (i) not of general application but
rather is directed (or effectively directed) at (a) StadCo, (b) TeamCo, the Team or any of the
Team’s spectators, members or participants with respect to activities at or related to the Premises,
(c) any other Major League Club or such Major League Club’s spectators, members or participants
with respect to activities at or related to the Premises or (d) the activities at the Premises or the
revenues derived therefrom or (ii) any property tax, possessory interest tax, or ad valorem property
taxes related to any land, improvements (except by express agreement of StadCo, TeamCo or the

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Team as set forth in the Act) or other property of any kind included in the total cost of the Stadium
which is owned by the Authority, as such tax is contrary to or otherwise inconsistent with the
exemptions from such taxes provided in the Act, including Section [35 (1) (c)] of the Act (as in
effect on the Effective Date). With respect to the interpretation and application of clauses (i) (a),
(b), (c) and (d) of the immediately preceding sentence, the term Targeted Tax shall not include any
commerce, sales, use, excise, margin, ad valorem, entertainment, franchise or other taxes that exist
on the Effective Date or that may be imposed at any point during the Non-Relocation Term if that
is a tax of general application and is not directed (or effectively directed) as outlined above.

“Tax” or “Taxes” shall mean any general or special, ordinary or extraordinary, tax,
imposition, assessment, levy, usage fee, excise or similar charge, however measured, regardless of
the manner of imposition or beneficiary, that is imposed by any Governmental Authority
(including the application or imposition of any so-called “live entertainment” or similar tax to
professional sports events).

“Team” shall mean the Oakland Athletics Major League Baseball Club.

“TeamCo” shall have the meaning set forth in the Preamble of this Non-Relocation
Agreement.

[“Team Use Agreement” shall have the meaning set forth in the Stadium Lease.]

“Term Commencement Date” shall mean the “Substantial Completion Date” as such term
is defined in the Development Agreement; provided, however, that if the Substantial Completion
Date has not occurred at the time MLB sets the schedule for the applicable Championship Season
and MLB determines that it is reasonably likely that the Substantial Completion Date will not have
occurred by the date that is [90] days before the start of such Championship Season, then the Team
must be permitted to play MLB Home Games elsewhere during such Championship Season and
the Term Commencement Date shall instead commence upon the first MLB Home Game played
at the Stadium.

“Term Expiration Date” shall mean the earlier of the date that is thirty (30) years after the
Term Commencement Date; provided that if such date occurs within a Championship Season or
within thirty (30) days following Championship Season, such date shall be automatically extended
to the date that is thirty (30) days following the end of such Championship Season, as applicable.

“Untenantability Period” shall mean the period following:

(a) the damage or destruction of the Improvements, or any portion thereof, by

fire or other casualty pursuant to Section [12.1] of the Stadium Lease;

(b) any other Force Majeure event;

(c) the occurrence of a Condemnation Action (including a temporary taking

under Section [11.7] of the Stadium Lease); or

(d) the application of any Applicable Law, requirement of Governmental

Authority or MLB Rule relating to health and safety (including the determination of the

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condition or safety of the Stadium by MLB or any Governmental Authority), so long as
such MLB Rule is applied by MLB without discrimination in application to the Team or
Stadium, including, without limitation, (i) a determination by MLB or a Governmental
Authority that the use or occupancy of any material portion of the Stadium or access to the
Stadium via the area surrounding the Stadium is not permitted under any Applicable Law
or is unsafe for ordinary and customary usage or (ii) any other determination by MLB, in
a written directive, declaration or ruling addressed to the Team (sent in good faith and not
at the request of Team) and provided to the Authority, that the condition of the Stadium is
such that MLB prohibits the playing of MLB Home Games at the Stadium because an MLB
Home Game cannot reasonably be held, or reasonably be foreseen to be held, at the
Stadium in accordance with the MLB standards for exhibition of MLB games, as such
standards may be determined and applied by MLB from time to time; provided that such
standards are applied by MLB without discrimination in application to the Team or
Stadium.

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 Rules as to Usage

1. The terms defined above have the meanings set forth above for all purposes, and
such meanings are applicable to both the singular and plural forms of the terms defined.

2. “Include,” “includes,” and “including” shall be deemed to be followed by “without

limitation” whether or not they are in fact followed by such words or words of like import.

3. “Writing,” “written,” and comparable terms refer to printing, typing, and other
means of reproducing in a visible form.

4. Any agreement, instrument or Applicable Law defined or referred to above means

such agreement or instrument or Applicable Law as from time to time amended, amended and
restated, restated, renewed or extended, supplemented or otherwise modified, including (in the
case of agreements or instruments) by waiver or consent and (in the case of Applicable Law) by
succession of comparable successor Applicable Law and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments incorporated therein.

5. References to a Person are also to its permitted successors and assigns.

6. Any term defined above by reference to any agreement, instrument or Applicable

Law has such meaning whether or not such agreement, instrument or Applicable Law is in effect.

7. “Hereof,” “herein,” “hereunder,” and comparable terms refer, unless otherwise

expressly indicated, to the entire agreement or instrument in which such terms are used and not to
any particular article, section or other subdivision thereof or attachment thereto. References in an
instrument to “Article,” “Section,” “Subsection” or another subdivision or to an attachment are,
unless the context otherwise requires, to an article, section, subsection or subdivision of or an
attachment to such agreement or instrument. All references to exhibits or appendices in any
agreement or instrument that is governed by this Exhibit are to exhibits or appendices attached to
such instrument or agreement.

8. Pronouns, whenever used in any agreement or instrument that is governed by this

Appendix and of whatever gender, shall include natural Persons, corporations, limited liability
companies, partnerships, and associations of every kind and character.

9. References to any gender include, unless the context otherwise requires, references
to all genders.

10. “Shall” and “will” have equal force and effect.

11. Unless otherwise specified, all references to a specific time of day shall be based
upon Pacific Standard Time or Pacific Daylight Savings Time, as applicable on the date in question
in Clark County, Nevada.

12. References to “$” or to “dollars” shall mean the lawful currency of the United States
of America.

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 EXHIBIT B
TO
NON-RELOCATION AGREEMENT

ADDRESSES FOR NOTICES

A. AUTHORITY: CLARK COUNTY STADIUM AUTHORITY

Notices: All Notices to the Authority shall be sent to:

Clark County Stadium Authority

c/o Las Vegas Convention and Visitors Authority
3150 Paradise Road
Las Vegas, Nevada 89109
Attention: Ed Finger

with copies of all Notices to the Authority being sent to:

Hunton Andrews Kurth LLP

600 Travis Street, Suite 4200
Houston, Texas 77002
Attention: Mark B. Arnold

B. TEAMCO: ATHLETICS INVESTMENT GROUP LLC

Notices: All Notices to TeamCo shall be sent to:

Athletics Investment Group LLC

Oakland Coliseum
7000 Coliseum Way
Oakland, California 94621
Attention: President

with copies of all Notices to the Authority being sent to:

Athletics Investment Group LLC

Oakland Coliseum
7000 Coliseum Way
Oakland, California 94621
Attention: General Counsel

and

Katten Muchin Rosenman LLP

525 West Monroe Street
Chicago, Illinois 60661
Attention: Adam Klein

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