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EXHIBIT

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XHIBIT 2

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 CAUSE NO.
CAUSE NO. 2013-70769
2013-70769

HOUSTON BASEBALL
HOUSTON BASEBALL PARTNERS,
PARTNERS, § THE DISTRICT
IN THE
IN COURT OF
DISTRICT COURT OF
LLC,
LLC, §
§
Plaintiff, §
v. § HARRIS COUNTY,
HARRIS TEXAS
COUNTY, TEXAS

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§
MCLANE CHAMPIONS,

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MCLANE CHAMPIONS, LLC,
LLC, R. §
aoocmaonaooomaonaoooooaonaooo<2oaonaoo

DRAYTON MCLANE,
DRAYTON COMCAST
MCLANE, JR., COMCAST §

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CORPORATION, and
CORPORATION, NBCUNIVERSAL
and NBCUNIVERSAL §
MEDIA, LLC,
LLC,

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MEDIA, §
§

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Defendants. § JUDICIAL DISTRICT
80th JUDICIAL DISTRICT

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§

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MCLANE CHAMPIONS,
MCLANE CHAMPIONS, LLC,
LLC, § THE DISTRICT
IN THE
IN COURT OF
DISTRICT COURT OF

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§
Counter And Third
Counter Plaintiff And Third § Bu
Party Plaintiff, §
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v. § HARRIS COUNTY,
HARRIS TEXAS
COUNTY, TEXAS
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§
HOUSTON BASEBALL
BASEBALL PARTNERS,
PARTNERS, §
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HOUSTON
LLC,
LLC, §
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§
amwawoamwmooamwaaooamanwnamanwnamomwn
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and Third
Plaintiff and Third Party §
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Defendant, §
§
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and
and §
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§
TEAM HOLDINGS,
HBP TEAM
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HBP HOLDINGS, LLC,LLC, §

§ 80”‘
80 JUDICIAL DISTRICT
TH JUDICIAL DISTRICT
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Third Party Defendant.

Third §
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DECLARATION OF WEBB STICKNEY

OF WEBB STICKNEY
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DECLARATION
of

My name
My Webb Stickney and ifif called as a witness in the above-referenced matter, II
name is Webb
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would am competent to testify to the following, all of

would state that I am my personal
which is within my
of which

knowledge and is true and correct:

knowledge correct:

Webb Stickney
of Webb
Declaration of 11

24052651v.2
 1. I sewed as the Senior Vice President of the McLane Group, L.P. for twenty-three

years. I left McLane Group, L.P. in 2016. McLane Group, L.P. provided oversight for all of the

McLane family businesses, including McLane Champions, LLC. I am intimately familiar with

this lawsuit, which was filed while I was with the McLane Group, L.P., and the documents related

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thereto.

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2. Attached as Exhibit 2-A to this declaration is a true and correct copy of the Purchase

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and Sale Agreement executed by Houston Baseball Partners, LLC and McLane Champions, LLC.

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Attached as Exhibit 2-B to a true and correct copy of Amendment No.

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this declaration is 1 to the

Purchase and Sale Agreement executed by Houston Baseball Partners, LLC, McLane Champions,

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LLC, and HBP Team Holdings, LLC. Attached as Exhibit 2-C is the Assignment Agreement

referenced in Amendment No. 1.

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These documents are being filed in support of The McLane
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Defendants’ Motion to Dismiss under Chapter 27 of the Texas Civil Practice and Remedies Code
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and the McLane Defendants’ Verified Answer to Plaintiffs Original Petition and Special
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Exceptions.
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3. I declare under penalty of perjury that the foregoing is true and correct.
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Executed on SeptembeiZ_7, 2019

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Webb
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Stickney (4
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Declaration of Webb Stickney 2

24052651v.2
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EXHIBIT

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2-A
XHIBIT 2-A
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PURCHASE AND SALE AGREEMENT

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BETWEEN

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MCLANE CHANIPIONS, LLC

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HOUSTON BASEBALL PARTNERS LLC

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Dated as of May 16, 2011

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4297/21263001 Current/23358900v9
ARTICLE 1. DEFINITIONS
Section 1.1.
Section 1.2.

ARTICLE II.
Certain
Table of Contents

.............................

Tax and Accounting Terms ............................................................

PURCHASE AND SALE OF PURCHASED INTERESTS

.. ~
............................................................................... ..

Definitions ..............................................................................

........................... ..
..
1
1
1

2
Section 2.1. Purchase and Sale of Purchased Interests .......................... .. 2

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Section 2.2. Interests in Certain Subsidiaries ....... .. 2

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Section 2.3. Closing ......................................................................................................... .. 2

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ARTICLE III. PURCHASE PRICE AND PURCHASE PRICE ADJUSTMENT ................. .. 2

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Section 3.1. Purchase Price ........................................................................ .. 2
Section 3.2. Preferred Interest ..... ..

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Section 3.3. Purchase Price Allocation. ............... .. ‘

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Section 3.4. Post—Closing Purchase Price Adjustment 4
Section 3 .5. Earnout Payment .......................................................................................... .. 7

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ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER.. 10

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..

Section 4.1. Organization; Authority of Seller ............................... .. .. 10

Section 4.2. Ownership .................................. Bu .. .. 10
Section 4.3. No Conflict or Violation 10
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............................................ ..

Section 4.4. Brokers 11

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............................................ ..

Section 4.5. ERISA ........................................................................................................ .. 1 1

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ARTICLE V. REPRESENTATIONS AND WARRANTIES OF SELLER AS TO

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THE COMPANY AND ITS SUBSIDIARIES

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.............. .. -
....... .. 11
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Section 5.1. Organization; Qualification and Organizational Power .. 11

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Section 5.2. Capitalization; Subsidiaries .................................... .. .. 12

No Conflict or Violation ............................................................................
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Section 5.3. .. 12
Section 5.4. Consents and Approvals .................................................................. .. 13
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Section 5.5. Financial Statements .. 13

Section 5.6. Undisclosed Liabilities
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Section 5.7. Absence of Changes ....... .. .. 15

Section 5.8. Real Property .................. .. 15
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Section 5.9. Compliance with Laws .

.. 15
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Section 5.10. Contracts ......................................................................................... .. 15

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Section 5.11. Intellectual Property ................................................................................... .. 16

Section 5.12. and Other Employees; Labor Relations
Players 17
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Section 5.13. Employee Benefits 18

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....... ..

Section 5.14. Litigation .. .. .. . . . . .. . .. .. . .. .. 20

Section 5.15. Baseball Franchise. 20 .

Section 5.16. Permits .............. .. .21

Section 5. 17. Tax Matters ...................................................... .. 21 .

Section 5.18. Title to Assets; Sufficiency of Assets .............. .. .22

Section 5.19. Insurance ........................................ .. 23 .

Section 5.20. Transactions with Affiliates ....................................................................... .. 23

 Table of Contents

(continued)
Bags
Section 5.21.
Section 5.22.
Books of Account ...................................................................................... 24
HRSN Matters .................................................................................... .. 24 ~ ..

ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF PURCHASER

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............... .. 28

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Section 6.1. Organization; Authority of Purchaser..................................... .. 28
Section No Conflict or Violation ............................................................................ .. 29

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6.2.
Section 6.3. Consents and Approvals ............................................................................ .. 29

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Section 6.4. Litigation ...................... .. . 29
Section 6.5. Brokers ......................... .. .29

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Section 6.6. Qualification of Purchaser . 30

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Section 6.7. Sale of the Purchased Interests .......... .. .30
Section 6.8. Capitalization; Subsidiaries; Parent Entity. .30
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Section 6.9. Financing ............................... .:. .................................................................. .. 31

Section 6.10. Information Provided to MLB .. 31

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...................................................................

ARTICLE VII. CERTAIN COVENANTS OF SELLER Bu ................................ ..: ..................... .. 32

Section,7.1. Conduct of Business ....................... .. .32
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Section 7.2. Certain Limitations .......... .. 32
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Section 7.3. Covenants Regarding HRS 34 .

Release of HRSN Total Escrow Fund.

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Section 7.4. 35 .

Access; Books and Records ....................................................................... 35

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Section 7.5. ..

CERTAIN OTHER COVENANTS AND AGREEMENTS

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ARTICLE VIII. ......................... .. 36

Compliance with MLB Rules and Regulations ........... ..
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Section 8.1. .36

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Section 8.2. Certain Provisions Relating to Consents ...... .. 37

Section 8.3. Notification; Disclosure Supplement..... .. 37
Payments/Assets; MLB Revenue Sharing..
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Section 8.4. 38
Section Certain Tax Matters .......................................... 39
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8.5. ..
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Section 8.6. Se1ler’s Owners Indebtedness; Affiliate Contracts .................................... .. 40

Section 8.7. Further Assurances .................................................................................... 40
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Section 8.8. Ha.rt—Scott-Rodino.. 40

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Section 8.9. Name; Territory 41

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Section 8.10. Material Contracts. 41

Section 8.11. Confidentiality ..... .. .....41
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Section 8.12. Team Memorabilia. .42

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Section 8.13. Exclusivity ................................................................................................. .. 42

Section 8.14. Financing .................................................................................................... .. 43
Section 8.15. Astros in Action Foundation ...................................................................... .. 44

ARTICLE IX. CONDITIONS T0 OBLIGATIONS OF BOTH PARTIES .......................... .. 44

Section 9.1. No Injunction or Action ............................................................................. .. 44
Section 9.2. Hart—Scott-Rodino...... .44
Section 9.3. Baseball Approvals .................................................................................... .. 44
 Table of Contents

(continued)
Page

ARTICLE X. CONDITIONS TO OBLIGATIONS OF SELLER AND THE

COMPANY ................................................................................................ ..45
Section 10.1. Representations and Warranties of Purchaser ..
Section 10.2. Performance of the Obligations of Purchaser... 45

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Section 10.3. Certified Resolutions ................................................................................. .. 45

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Section 10.4. Purchase Price .......................................................................... ..45

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Section 10.5. Consents and Approvals . 45
Section 10.6. Section 6.8 Update ............ .. 46

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Section 10.7. HRSN Unwind Agreement. .. 46

Purchaser LLC Agreement.

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Section 10.8. 46
Section 10.9. HRSN Side Letter ...................................................................................... .. 46

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ARTICLE XI. CONDITIONS TO OBLIGATIONS OF PURCHASER ............................... .. 46

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Section 11.1. Representations and Warranties of Seller .............. .. 46

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Section 11.2. Performance of the Obligations of Seller. 46
Section 11.3. Material Adverse Effect 47
Section 1 1.4. Certified Resolutions .
. . .

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. .. .

... . .... .. . .. ...

. . . .... ... ... ..... . . .. . . ..

. . .. . . . . .
. ..

.. 47
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Section 1 1.5. Certificates for Purchased Interests 47
Consents and Approvals .......... ..
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Section 11.6. 47
Section 11.7. Releases of Liens ....................................................................................... 47
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..

Section 11.8. FIRPTA Affidavit ...................................................................................... 47

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Section 11.9. HRSN Unwind Agreement. 47

Section Purchaser LLC Agreement
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1 1.10. 48
Section 11.11. Deposit Escrow Release Notice. 48
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Section 11.12. Certain Subsidiaries ................................................................................... 48

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..

ARTICLE XII. TERMINATION 48

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............................................................................................. ..

Section 12.1. Conditions of Termination ..................................... ..

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Section 12.2. Termination Fees ................................................... ..
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Section 12.3. Effect of Termination ..............................................................................

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ARTICLE XIII. INDEMNIFICATION ~

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..................................................................................... ..

Section 13.1. Indemnification of Purchaser Indemnified Parties by Seller

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Section 13.2. Indemnification of Seller Indemnified Parties by Purchaser

Section Survival ......................................................................................................
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13.3. ..

Section 13.4. Limitation on Liability ............. ..

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Section 13.5. Notice and Opportunity to Defend

Section 13.6. Exclusivity; Limitation on Indemnification Rights.
Section 13.7. Set—off. ................................................................ ..

Section 13.8. Tax Treatment of Indemnity Payments ..................................................... 57 ..

ARTICLE XIV. MISCELLANEOUS PROVISIONS ............................................................... .. 57

Section 14.1. Notices ................................. ..
 Table of Contents

(continued)
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Section 14.2. Amendments; Waivers .............................................................................. .. 58
Section 14.3. Assignment and Parties in Interest ...................... .. .. 58
Section 14.4. Announcements ................................................... .. .. 5 8

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Section 145. Expenses .......... .. .. 59

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Section 14.6. Entire Agreement . . . . . . . . . . . . . . .. . . . . . . . . .. . . . ........ ....... .. . .. 59

Governing Law; WAIVER OF IURY TRIAL .. 60

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Section 14.7. ... .. . . .. .. .

Section 14.8. Scheduled Disclosures; Definition of Knowledge .. 60

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Section 14.9. Headings ....................................................... .. .. 60

Section 14.10. References ................................................................................... ..

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Section 14.11. General Interpretative'Provisions .................................................. ..

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Section 14.12. Cuntency ................................. ..

Section 14.13. Construction

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Section 14.14. Severability
Section
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INDEX OF EXHIBITS
Exhibit A Definitions

Exhibit B Form ‘of Closing Worksheet

Exhibit C Form of Purchaser LLC Agreement

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Exhibit Accounting Policies

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Exhibit E Highly Confident Letter

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Exhibit F Equity Financing Commitments

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Exhibit G Team Memorabilia

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Exhibit H Form of HRSN Unwind Agreement

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Form of HRSN Side Letter

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Exhibit I

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 PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “A gzeement”) is made and
entered into as of May 16, 2011, between McLane Champions, LLC, a Delaware limited liability
company (“Seller”), and Houston Baseball Partners LLC, a Delaware limited liability company
(“Purchaser”). ’

RECITALS

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A. As of the date of this Agreement, Seller owns all of the issued and

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outstanding membership interests (collectively and as they may exist from time to time, the
“Purchased Interests”) of Houston McLane Company, LLC, a Texas limited liability company (the

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.

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‘Comgany”).

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B. Purchaser desires to purchase from Seller, and Seller desires to sell to

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Purchaser, 100% of the Purchased Interests. ‘

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C. As an inducement to Se1ler’s willingness to enter into this Agreement,

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Purchaser, Seller and Amegy Bank National Association, as escrow agent (in such capacity, the
“Degosit Escr0wAgent”), have entered into the Deposit Escrow Agreement, dated as of April 29,
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2011, as amended by a letter agreement dated May 16, 2011 (as so amended,,the “Degosit
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EScrowAgreement”), pursuant to which Purchaser has deposited $5,000,000 with the Deposit
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Escrow Agent to be held in accordance with the terms of the Deposit Escrow Agreement.
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D. Simultaneously with the execution and delivery of this Agreement, and as

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an inducement to Seller’s willingness to enter into this Agreement, Purchaser has delivered to
Seller the Guaranty (the “Guaran§z”) of Purchaser’s Owner, dated as of the date hereof.
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NOW, THEREFORE, in consideration of the premises and of the mutual

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agreements herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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ARTICLE 1.
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DEFINITIONS
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Section 1.1. Definitions. Unless otherwise defined in this Agreement, all

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capitalized terms used in this Agreement have the meanings given to them on Exhibit A.
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Section 1.2. Certain Tax and Accounting Terms. For convenience, the
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definitions of certain tax and accounting terms have been set forth on the form of Closing
Worksheet attached as Exhibit B hereto.
 ARTICLE II.
PURCHASE AND SALE OF PURCHASED INTERESTS

Section 2.1. Purchase and Sale of Purchased Interests. Subject to the terms and
conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey
and deliver to Purchaser, free and clear of all Liens (except for the Pennitted Transfer

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Restrictions), and Purchaser shall purchase from Seller, all of the Purchased Interests at a price

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equal to the Final Purchase Price.

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Section 2.2. Interests in Certain Subsidiaries. Simultaneously with the Closing,

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the Company shall assign all of its equity interests in the Astros Member and the Astros Partner
to HBP RSN Holdings, LLC, a Delaware limited liability company and wholly—owned subsidiary

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of Purchaser (“HBP RSN Holdings”), and HBP RSN Holdings shall assume all of the

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Company’s obligations with respect to the Astros Partner, the Astros Member and such equity
interests. For the avoidance of doubt, (a) as between Purchaser and Seller, any Transfer Taxes

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arising from the assignment of such equity interests to HBP RSN Holdings contemplated
by this
Section 2.2 shall be borne 100% by Purchaser notwithstanding Section 8.5(b) below, and

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(b) as
between Purchaser and Seller, any other Taxes attributable to the assignment of such equity
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interests to HBP RSN Holdings shall likewise be borne 100% by Purchaser and shall not be
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treated as Taxes allocable to a Pre—Closing Date Period.
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Section 2.3. Closing. Subject to the terms and conditions set forth in this
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Agreement, the closing of the purchase and sale of the Purchased Interests (the “Closing”) shall
take place at the offices of King & Spalding LLP, ll00 Louisiana, Suite 4000, Houston, Texas, at
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10:00 a.m. (Houston time) on a date mutually agreeable to Seller and Purchaser, which date shall
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not be later than the third (3’d) Business Day after the satisfaction or, if permissible, waiver of
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the conditions to the Closing set forth in Articles IX, X and XI (other than those that by their
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terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such
conditions), or at such other location, date or time as Seller and Purchaser may mutually agree in
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writing; provided that, unless otherwise agreed by the parties in writing, such date shall not be
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earlier than June 15, 2011 nor later than the Outside Date. The date on which the Closing occurs
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is referred to as the “Closing Date,”

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ARTICLE III.
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PURCHASE PRICE AND PURCHASE PRICE ADJUSTMENT

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Section 3.1. Purchase Price, Subject to the terms and conditions set forth in
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this Agreement, and in reliance on the representations, warranties, covenants and other
agreements set forth herein, at the Closing, in exchange for the Purchased Interests, Purchaser
shall (a) pay to Seller an aggregate amount (the “Closing Purchase Price”) in cash equal to
(i) $680,000,000 minus (ii) the Deferred Amount minus (iii) an amount equal to the Estimated
Closing Adjustments minus (iv) the Eamout Amount, and (b) issue the Preferred, Interest to
Seller. The Closing Purchase Price shall be paid by Purchaser to Seller on the Closing Date via
wire transfer of immediately available fiinds to such bank account or accounts as Seller may

-2-
designate in writing to Purchaser at least two (2) Business Days prior to the Closing Date. At the
Closing, the Deposit Escrow Amount shall be released to Seller in accordance with this
Agreement and the Deposit Escrow Agreement and credited against Purchaser’s payment of the
Closing Purchase Price in accordance with the Deposit Escrow Agreement so as to reduce the
amount of the Closing Purchase Price required to be Wired by Purchaser at the Closing. The
Closing Purchase Price shall be subject to adjustment after the Closing Date as provided in

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Section 3.4, Section 3.5 and Section 13.8 below (such adjusted Closing Purchase Price being the

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“Final Purchase Price”). ’

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Section 3.2. Preferred Interest. At the Closing, (a) Seller and the other

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members of Purchaser shall execute and deliver an Amended and Restated Limited Liability
Company Agreement of Purchaser in substantially the form attached hereto as Exhibit C with

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any changes thereto that, if such changes were amendments to the Purchaser LLC Agreement

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entered into after the Closing Date, would not require the consent of the Class C Member (as

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such term is defined in the Purchaser LLC Agreement), and such changes as are required by
MLB (the “Purchaser LLC Agreement”), and (b) subject to first obtaining all necessary MLB

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Approvals, Purchaser shall issue 1,400 Class C Units (as such term is defined in the Purchaser,
LLC Agreement) to Seller, which Class C Units shall have the rights and privileges set forth in

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the Purchaser LLC Agreement.
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Section 3.3. Purchase Price Allocation. Prior to the Closing, Seller and
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Purchaser shall negotiate in good faith to prepare a mutually agreeable schedule (the “Allocation
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Schedule”) allocating the Closing Purchase Price and the liabilities of the Company among the
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Company Assets in accordance with the provisions of Section 1060 of the Code and the Treasury
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Regulations promulgated thereunder (and any similar provisions of state, local or foreign law).
If Seller and Purchaser cannot reach an agreement on the Allocation Schedule prior to the
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Closing, then, following the Closing, Seller and Purchaser shall continue to negotiate in good
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faith to prepare a mutually agreeable Allocation Schedule for a period of forty—five (45) days
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after the Closing Date (it being understood that the achievement of a mutually agreeable
Allocation Schedule is not a condition precedent to the occurrence of the Closing). If Seller and
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Purchaser cannot reach an agreement on the Allocation Schedule during such forty-five (45) day
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period, then on the forty-sixth (46"‘) day after the Closing Date, Seller and Purchaser shall
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submit the disputed matters to the Designated Accounting Firm, in which case the Designated
Accounting Firm shall, within thirty (30) days thereafter, deliver to Purchaser and Seller a report
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setting forth the Designated Accounting Firm’s determination of the disputed matters, and such
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report (and the determinations set forth therein) shall be final and binding upon each of the
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parties hereto and the disputed items reflected on the Allocation Schedule shall be adjusted to
reflect such report. The fees and disbursements of the Designated Accounting Firm shall be
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shared 50% by Purchaser and 50% by Seller. The Allocation Schedule shall be amended, as
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appropriate, from time to time to take into account any adjustments to the Closing Purchase Price
pursuant to Section 3.4. The Allocation Schedule shall be binding on Purchaser and Seller for all
Tax purposes. Each of the parties shall report and file all Tax Returns (including the reports
required to be filed under Section 1060 of the Code) consistent with the Allocation Schedule,
and shall take no position with respect to Taxes contrary thereto or inconsistent therewith
(including in any audits or examinations by any taxing authority or any other proceedings),
unless as otherwise required by applicable law. Purchaser and Seller shall cooperate in the filing
of any Tax forms with respect to the Allocation Schedule.

-3-
 Section 3.4. Post—Closing Purchase Price Adjustment.

(a) Seller shall cause the chief financial officer of the Company and its
Subsidiaries to prepare and submit to Purchaser, at least five (5) Business Days prior to the
Closing Date, a writtenstatement (such written statement, together with all supporting
calculations and materials, being the “Closz'ngEstz‘mate”) setting forth such officer’s
determination of the Estimated Closing Adjustments as of the Estimate Date and the resulting
Closing Purchase Price. The Closing Estimate shall be accompanied by (i) a Closing Worksheet

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setting forth such officer’s estimate of the Closing Adjustments as of the Estimate Date as

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determined by such ofiicer in good faith (the “Estimated Closing Adjustments”), (ii) reasonable

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documentation supporting such off1cer’s determination of the estimated Closing Purchase Price
to be paid at the Closing and the Closing Worksheet calculations, and (iii) a certificate of such

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officer that such determination of the estimated Closing Purchase Price and Closing Worksheet
calculations was prepared in good faith based on such officer’s review of this Agreement, the

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books and records of the Company and each of its Subsidiaries, and estimates and assumptions

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such officer believes to be reasonable. Such estimates and assumptions shall be set forth in
reasonable detail in the documentation that accompanies the Closing Estimate. The chief

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financial officer of the Company shall provide Purchaser with such additional support for the

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Closing Estimate as Purchaser may reasonably request. Seller shall cause the chief financial
officer of the Company to make appropriate revisions to the Closing Estimate as are mutually
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agreed upon by Seller and Purchaser; provided that if the parties cannot mutually agree upon
any
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proposed revisions to the Closing Estimate, then, without limiting any other rights or remedies
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Purchaser may have, the Closing Estimate as prepared by Seller’s chief financial officer in good
faith shall be the Closing Estimate for all purposes hereunder, including for purposes of
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calculating the Closing Purchase Price.

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(b) Not later than ninety (90) days after the Closing Date, Purchaser shall
deliver to Seller the following: (i) the final unaudited consolidated financial statements of the
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Company and its Subsidiaries‘ as of the Estimate Date, (ii) Purchaser's proposed calculations,
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which shall be in the form of the Closing Worksheet and shall be based on those unaudited
financial statements and the Accounting Policies set forth on Exhibit D, of the final Closing
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Adjustments as of the Closing Date and Purchaser’s calculation of the Closing Purchase Price,
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(iii) the amount, if any, by which the Closing Purchase Price paid in accordance with Section
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3.1
exceeded (or was less than) Purchaser’s calculation of the Closing Purchase Price (the “Progosed
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Purchase Price Adiustment”), (iv) reasonable support for the calculations reflected in the Closing
Worksheet and the Proposed Purchase Price Adjustment, and (V) a certificate of an officer of
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Purchaser that such determination of the Proposed Purchase Price Adjustment was prepared in
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good faith based on such officer’s review of this Agreement and the books and records of the
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Company and each of its Subsidiaries. If Purchaser does not deliver to Seller the information
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and certificate described in clauses (i) through (v) of this Section 3.4(b) within the ninety (90)—
day period commencing on the Closing Date, then the Closing Estimate, the Estimated Closing
Adjustments and such other related information delivered to Purchaser by Seller pursuant to
Section 3.4(a) shall be deemed to be, and shall become, final, binding and conclusive on all of
the parties hereto, and Purchaser shall have no further rights to object or require adjustments
thereto. .
 (c) The unaudited financial statements and Closing Estimates to be delivered
pursuant to Sections 3.4(a) and 3.4(b) shall be prepared in accordance with GAAP applied
consistently with the application of GAAP in the preparation of the audited financial statements
referred to in Sections 5 .5 (a) and 5.5(b), except that any unaudited financial statements and other
unaudited information need not contain footnotes and may be subject to normal year—end audit
adjustments that will not materially change the financial position and results reported. Seller and
Purchaser shall actively consult with each other during the preparation of such financial

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statements, including providing each other with a reasonable amount of time to review and

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comment upon such financial statements, but this provision shall not otherwise affect any timing

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(d) Purchaser‘ shall grant and, if applicable, shall causevits Affiliates to grant,
Seller and attorneys, accountants, representatives and agents full and complete access to all of

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the books and records of the Company and its Subsidiaries, including worldng papers of its

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accountants, and to any employees necessary for ‘Seller to complete its review of the Proposed
Purchase Price Adjustment and all related calculations and supporting materials.

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If Seller believes that the Proposed Purchase Price Adjustment or any of

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(e)
the related information or calculations delivered by Purchaser under Section 3.4(b) is not in
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accordance with the terms set forth in this Agreement or otherwise is incorrect, Seller shall, _

within sixty (60) days following the date on which Purchaser delivered all such materials to
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Seller, send to Purchaser a written notice of dispute (the “Initial Dispute Notice”), which Initial
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Dispute Notice shall (i) specifically identify, and provide a reasonably detailed explanation of,
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the basis upon which Seller has delivered such Initial Dispute Notice, and (ii) set forth, in the
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form of the Closing Worksheet, the amount of the final Closing Adjustments and the Proposed
Purchase Price Adjustment that Seller reasonably believes should be calculated in accordance
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with this Section 3.4. If Seller does not deliver an Initial Dispute Notice to Purchaser within
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sixty (60) days following the date on which Purchaser delivers its determination of the final
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Closing Adjustments, the Proposed Purchase Price Adjustment and related information, then
such Closing Adjustment, the Proposed Purchase Price Adjustment and all related information
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shall be deemed to be, and shall become, final, binding and conclusive on all of the parties
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hereto.
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In the event that Seller timely delivers an Initial Dispute Notice to

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(1)
Purchaser in accordance with the terms hereof, Purchaser and Seller shall attempt to reconcile
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the disputes set forth in the Initial Dispute Notice, and any resolution by them that is reflected in
a writing that is signed by each of them shall be final, binding and conclusive on all of the parties
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hereto. If Purchaser and Seller are unable to resolve any such dispute within fifteen (15)
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Business Days following Purchaser’s receipt of the Initial Dispute Notice or such longer period
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as may be mutually agreed by Purchaser and Seller in writing, then Purchaser and Seller shall
submit the items remaining in dispute for resolution to (i) the Houston, Texas office of KPMG
LLP or (ii) in the event KPMG LLP is unable or unwilling to take such assignment, a nationally
recognized accounting firm mutually agreed upon by the parties hereto or, if the parties hereto
cannot agree on an accounting firm within five (5) Business Days afier agreeing to submit the
items remaining in dispute for resolution by a third party, each party hereto shall select a
nationally recognized accounting firm and the parties shall instruct the selected accounting firms
to designate a third nationally recognized accounting firm that neither presently is, not in the past

-5-
five (5) years has been, engaged by either Purchaser or Seller. KPMG LLP, the accounting firm
so agreed to by Seller and Purchaser or the third accounting firm so selected by the two
accounting firms is hereinafier referred to as the “Designated Accounting Firm”. The
Designated Accounting Firm shall have the power, authority and duty to resolve any outstanding
objections set forth in the Initial Dispute Notice. Within ten (10) Business Days following the
date that the disputes set forth in the Initial Dispute Notice are submitted to‘the Designated
Accounting Firm, Purchaser and Seller shall submit to the Designated Accounting Firm (with a
copy to the otherparty) all documentary materials and analyses that each believes to be relevant

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to a resolution of the disputes. Without limiting the foregoing, Purchaser and Seller shall each

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grant, and, if applicable, shall cause their respective Affiliates to grant, the Designated

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Accounting Firm and any of its agents or representatives full and complete access to such books,
records and facilities relating to the Company and its Subsidiaries and to any employees that

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Purchaser or Seller may then control, as the Designated Accounting Firm (or its agents or
representatives) may reasonably request in connection with the performance of the duties

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contemplated hereby. The parties shall instruct the Designated Accounting Firm that, in

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resolving the items in the Initial Dispute Notice that are still in dispute and in determining the
final Closing Adjustments and the final Purchase Price Adjustment, the Designated Accounting

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Firm shall (x) not assign to any item in dispute a value that is (1) greater than the greatest value

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for such item assigned by Purchaser, on the one hand, or Seller, on the other hand, or (2) less
than the smallest value for such item assigned by Purchaser, on the one hand, or Seller, on the
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other hand, (y) make its determination based on an independent review (which will be in
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accordance with the guidelines and procedures set forth in this Agreement) and at the Designated
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Accounting Firm’s discretion a one-day conference concerning the dispute, at which conference
each of Purchaser and Seller shall have the right to present their respective positions with respect
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to the dispute and have present their respective advisers, counsel and accountants, and (Z) within
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thirty (30) days after receipt of all such submissions by Purchaser and Seller, and after making
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such inquiries of the parties as it shall deem appropriate, deliver to Purchaser and Seller a written
report (the “Final Closing Purchase Price Report”), which contains its determination of the
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amount of the final Closing Adjustments and the final Purchase Price Adjustment and a
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reasonably detailed explanation for the basis its final determination. The Final Closing Purchase
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Price Report and the determinations contained therein shall be final, binding and conclusive on
all of the parties hereto. The costs and fees related to such determination by the Designated
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Accounting Firm, including the costs relating to any negotiations with the Designated
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Accounting Firm with respect to the terms and conditions of such Designated Accounting Finn’s
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engagement in connection with this Section 3.4, will be paid by Purchaser and Seller on an
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inversely proportional basis, based upon the relative portions of the amounts in disputethat have
been submitted to the Designated Accounting Firm for resolution that ultimately are awarded to
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each of Purchaser and Seller (e.g., if $100,000 is in dispute, and of that amount the Designated
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Accounting Firm awards $75,000 to Purchaser and $25,000 to Seller, then Purchaser will be
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responsible for 25%, and Seller 75%, of the costs and fees of the Designated Accounting Firm).
Purchaser and Seller shall each pay their own fees and expenses related to such determination.

(g) (i) If, afier giving effect to the final Purchase Price Adjustment
(whether determined pursuant to Section 3.4(e) or 3.4(t)), the Closing Purchase Price is
determined to be greater than the amount of the Closing Purchase Price paid to Seller in
accordance with Section 3.1, then Purchaser shall pay to Seller, on or before the tenth (10‘h)
Business Day immediately following the date on which the amount of the Closing Purchase Price

.5-
is finally determined in accordance with the terms of this Section 3.4, an amount in cash equal to
the excess, together with interest thereon at the rate of 4.5% per annum from the Closing Date.

(ii) If, after giving effect to the final Purchase Price Adjustment
(whether determined pursuant to Section 3.4(e) or 3.4(t)), the Closing Purchase Price is
determined to be less than the amount of the Closing Purchase Price paid to Seller in accordance
with Section 3.1, then Seller shall pay to Purchaser, on or before the tenth-(l0"‘) Business Day
immediately following the date on which the amount of the Closing Purchase Price is finally

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determined in accordance with the terms of this Section 3.4, an amount in cash equal to the
shortfall, together with interest thereon at the rate of 4.5% per annum fiom the Closing Date.

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Any payment made by Seller or Purchaser, as the case may be,

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(iii)
pursuant to this Section 3.4(g) shall be treated by the parties as an adjustment to the Closing

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Purchase Price and shall be made via wire transfer of immediately available funds to the bank

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account or accounts that Seller or Purchaser, as applicable, may designate in writing to the other
party on or prior to the date on which such payment is made.

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Section 3.5. Earnout Payment.

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Within one hundred twenty (120) days after the end of each Earnout
Period, Purchaser shall deliver to Seller the following: (i) Purchaser’s calculation of Free Cash
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Flow for such Earnout Period; (ii) reasonable support for Purchaser’s calculation of such Free
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Cash Flow; and (iii) a certificate of an officer of Purchaser that such determination of Free Cash
Flow was prepared in good faith based on such 0fficer’s review of this Agreement and the
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financial statements and books of account of HRSN (such written certificate, together with all
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supporting calculations and materials, being a “Free Cash Flow Statement”).

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With respect to any Earnout Period, Purchaser shall provide, and, if

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(b)
applicable, shall cause its Affiliates to provide, Seller and its attorneys, accountants,
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representatives and agents reasonable access to any books of account of HRSN that are in
Purchaser’s or its Affiliates’ possession after making request of HRSN therefor, provided that
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Seller has agreed to keep such information confidential pursuant to a confidentiality agreement
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with Purchaser that is substantially similar to Section l9. 10 of the HRSN LP Agreement and
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complies therewith.
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If Seller believes that Purchaser’s calculation of Free Cash Flow for the
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(c)
applicable Eamout Period is incorrect, Seller shall, within thirty (30) days following the date on
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which Purchaser delivered a Free Cash Flow Statement to Seller, send to Purchaser a written
notice of dispute (the “Initial Free Cash Flow Dispute Notice”), which Initial Free Cash Flow
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Dispute Notice shall (i) specifically identify, and provide a reasonably detailed explanation of,
the basis upon which Seller has delivered such Initial Free Cash Flow Dispute Notice, and (ii) set
forth the amount of the Free Cash Flow for such Earnout Period that Seller reasonably believes
should be calculated in accordance with this Section 3.5. If Seller does not deliver an Initial Free
Cash Flow Dispute Notice to Purchaser within thirty (30) days following the date on which
Purchaser delivers the Free Cash Flow Statement, then such Free Cash Flow Statement shall be
deemed to be, and shall become, final, binding and conclusive on all of the parties hereto with
respect to the applicable Earnout Period.
 (d) In the event that Seller timely delivers an Initial Free Cash Flow Dispute
Notice to Purchaser in accordance with the terms hereof, Purchaser and Seller shall attempt to
reconcile the disputes set forth in the Initial Free Cash Flow Dispute Notice, and any resolution
by them that is reflected in a writing that is signed by each of them shall be final, binding and
conclusive on all of the parties hereto. If Purchaser and Seller are unable to resolve any such
dispute within fifteen (15) Business Days following Purchaser’s receipt of the Initial Free Cash
Flow Dispute Notice or such longer period as may be mutually agreed by Purchaser and Seller in
writing, then Purchaser and Seller shall submit such dispute to the Designated Accounting Firm

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(selected in accordance with Section 3.4(t) above), which shall be engaged to make the final

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determination with respect toany disputed portion of the Free Cash Flow Statement within the

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thirty (30) day period immediately following the date on which the Designated Accounting Firm
is engaged. Purchaser and Seller shall each provide the Designated Accounting Firm with their

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respective determinations of Free Cash Flow for the applicable Eamout Period, together with

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such work papers and other documents and information relating to the disputed issues as the
Designated Accounting Firm may reasonably request. The Designated Accounting Firm shall

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select either Purchaser’s or Seller’s calculation of Free Cash Flow for the applicable Earnout
Period (and not any other figure) as the finally determined Free Cash Flow for such Earnout

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Period, and shall make such selection based upon which such calculation the Designated

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Accounting Firm determines to be most accurate in its good faith judgment. The decision of the
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Designated Accounting Firm shall be rendered in writing and shall be final, conclusive and
binding on Purchaser and Seller with respect to the calculation of Free Cash Flow for the
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applicable Earnout Period. The expenses of the Designated Accounting Firm in connection with
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this Section 3.5 shall be shared equally by Purchaser and Seller. Except as expressly set forth in
Section 3.5(k), Purchaser and Seller shall each pay their own fees and expenses related to such
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determination.
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(e) If the Final Free Cash Flow for the First Earnout Period is equal to or
greater than $17,692,879 (the “First Earnout Period Target”), then Purchaser shall pay, or cause
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to be paid, to Seller or its designee an amount in cash equal to $35,462,978, by wire transfer of
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immediately available funds to an account designated by Seller, no later than July 15, 2017.
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(1) If (i) the Final Free Cash Flow for the First Eamout Period is less than the
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First Eamout Period Target and (ii) the Final Free Cash Flow for the Second Barnout Period is
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equal to or greater than $21,018,299 (the “Second Earnout Period Target”), then Purchaser shall
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pay, or cause to be paid, to Seller or its designee an amount in cash equal to $37,590,756, by
wire transfer of immediately available funds to an account designated by Seller, no later than
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July 15, 2018.

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(g) If (i) the Final Free Cash Flow for the First Earnout Period is less than the
Earnout Period Target, (ii) the Final Free Cash Flow for the Second Earnout Period is less
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than the Second Earnout Period Target and (iii) the Final Free Cash Flow for the Third Earnout
Period is equal to or greater than $25,070,654 (the “Third Earnout Period Target”), then
Purchaser shall pay, or cause to be paid, to Seller or its designee an amount in cash equal to
$3 9,846,202, by wire transfer of immediately available funds to an account designated by Seller,
no later than July 15, 2019.
 (b) If (i) the Final Free Cash Flow for the First Earnout Period is less than the
First Earnout Period Target, (ii) the Final Free Cash Flow for the Second Earnout Period is less
than the Second Earnout Period Target and (iii) the Final Free Cash Flow for the Third Earnout
Period is less than the Third Earnout Period Target, then Purchaser shall not be required to pay,
and Seller shall not be entitled to receive, any Earnout Payment.

(i) Notwithstanding anything to the contrary in this Section 3.5, Purchaser

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be required to make more than one Earnout Payment to Seller under this Section 3.5
shall not

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under any circumstances.

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G) For each of the Earnout Periods, Purchaser shall deliver, or cause to be

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delivered, to Seller copies of all materials received by Purchaser, the Astros Member, the Astros
Partner or any of their respective Affiliates pursuant to Sections l0.1(c), 10, l(d), l0.l(e) and

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lO.l(t) of the GP LLC Agreement and Sections ll.l(c), 1l.1(d) and ll.l(e) of the HRSN LP

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Agreement promptly after receiving such materials, provided that Seller has agreed to keep such
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information confidential pursuant to a confidentiality agreement with Purchaser that is

substantially similar to Section 19.10 of the HRSN LP Agreement and complies therewith.

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(k) Purchaser shall ‘not, and shall cause its Affiliates not to, take any action
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that is designed to materially and adversely impact Free Cash Flow for any Earnout Period if (i)
Seller would have been entitled to receive the Earnout Payment for such Earnout Period under
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clause (e), (t) or (g) of this Section 3.5, as applicable, in the absence of such action, and (ii) as a
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result of such action, Seller is not entitled to receive the Earnout Payment for such Earnout
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Period under clause (e), (f) or (g) of this Section 3.5, as applicable. Notwithstanding the
foregoing, neither Seller nor any of its Affiliates may seek to enjoin, prevent or otherwise restrict
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Purchaser or any of its Affiliates from taking any such action or otherwise challenge Purchaser’s
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or such Affiliate’s right to take such action; provided, however that Seller may, following the
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conclusion of such Earnout Period, seek a determination from a federal or state court of
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competent jurisdiction located in Harris County, Texas that Purchaser has breached its
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obligations under the first sentence of this Section 3.5 (k) with respect to such Earnout Period. In
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the event that any federal or state court of competent jurisdiction located in Harris County, Texas
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(or any appellate court therefrom) issues a final, non—appealable order finding that Purchaser has
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breached its obligations under the first sentence of this Section 3.5(k), then Seller’s sole and
exclusive remedies for such breach shall be as follows: (X) Seller shall be entitled to receive, and
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Purchaser shall pay to Seller, the Earnout Payment for such Eaniout Period in accordance with
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such order and the terms of this Agreement, (y) if such Earnout Payment is not received by Seller
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until after the scheduled payment date therefor as specified in clause (e), (f) or (g) of this Section
3.5, Seller shall be entitled to receive, and Purchaser shall pay to Seller, interest on such Earnout
of

Payment at a rate of eight percent (8%) per annum from such scheduled payment date until the
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date on which such Earnout Payment is actually paid to Seller, compounded daily, and (z)
Purchaser shall reimburse Seller for all reasonable attoi-iiey’s fees and disbursements incurred by
Seller in connection with such litigation. If Seller seeks such a determination from such a court,
and neither such court nor any appellate court therefrom issues a final, non-appealable order
finding that Purchaser has breached its obligations under the first sentence of this Section 3.5(k),
then no Earnout Payment shall be due for such Earnout Period and Seller shall reimburse .

Purchaser for all reasonable attorney’s fees and disbursements incurred by Purchaser in
connection with such litigation.

-9-
 I
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser that the following statements contained in this
Article IV are true and correct as of the date hereof, in each case except as set forth on the
Disclosure Schedule and except for any representation or warranty made as of a specific date
(which shall be true and correct as of such date):
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Section 4.1. Organization; Authority of Seller. Seller is a limited liability
company duly organized, validly existing, and in good standing under the laws of the State of

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Delaware. Seller has full limited liability company power and authority to execute and deliver

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this Agreement and each of the Ancillary Agreements to be executed and delivered by it and,
subject to the satisfaction or waiver (if permissible and not with respect to any necessary MLB

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X
Approval) of the conditions set forth in Articles IX and (including the condition set forth in

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Section 9.3), to perform each of the Transactions. The execution and delivery by Seller of this
Agreement and the Ancillary Agreements to be executed and delivered by it and the

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consummation of the Transactions have been duly and validly authorized by all necessary
limited liability _company action on the part of Seller. This Agreement constitutes, and each of

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the other Ancillary Agreements to be executed and delivered by Seller upon its execution by
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Seller will constitute, the legal, valid and binding obligation of Seller enforceable against Seller
in accordance with its terms, except as such enforcement may be limited by applicable
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bankruptcy, insolvency, moratorium, or similar laws fi'om time to time in effect which affect
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creditors’ rights generally, and by legal and equitable limitations on the enforceability of specific
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remedies.
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Section 4.2. Ownership. Except as set forth in Section 4.2(a) of the Disclosure
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Schedule, Seller is the sole lawful owner, beneficially and of record, of all of the Purchased
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Interests, free and clear of any Liens (other than Permitted Transfer Restrictions). Except for the
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MLB Rules and Regulations, Seller is not a party to any voting trust, proxy, or other Contract or
understanding with respect to the voting or transfer of any of the Purchased Interests. At the
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Closing, Purchaser will receive all right, title and interest to all of the Purchased Interests free
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and clear of all Liens (other than Permitted Transfer Restrictions). Section 4.2(b) of the
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Disclosure Schedule sets forth a summary of the direct and indirect ownership of Seller.
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Section 4.3. No Conflict or Violation. The execution, delivery and

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performance of this Agreement and the Ancillary Agreements by Seller and the consummation
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by Seller of the Transactions will not (a) assuming receipt of the Seller Required Filings and
Consents, violate or conflict with any provision of the certificate of formation or the limited
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liability company agreement of Seller or the other organizational or governing documents of

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Seller, in each case as amended, supplemented or modified from time to time,» (b) assuming
receipt of the Seller Required Filings and Consents, result in the creation or imposition of any
Lien upon any of the Purchased Interests or any of the assets of Seller, (c) assuming receipt of
the Seller Required Filings and Consents, violate any law, order, writ, injunction, decree, statute,
rule or regulation or MLB Rule applicable to Seller or the Purchased Interests, or (d).assuming
receipt of the Seller Required Filings and Consents, conflict with, result in a breach of, constitute
(with or without due notice or lapse of time or both) a default under, or give rise to any liability,

-10-
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n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
EXHIBIT 2-B
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
U n offic
i al
C op y O
ffic
e o
f M
ar
ily n B urg
es sD
is tric tC
le
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
EXHIBIT 2-C
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k
Un
of
fic
ial
C
op
yO
ffic
e
of
M
ar
ily
n
Bu
rg
es
sD
ist
ric
tC
ler
k