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Current Issues in Sports & Entertainment Law: Panel Discussion

PARTICIPANT ROBERT E. LEIB, JD, LL.M, CPA, CGMAAttorney at LawManaging Member, Leib Advisors, LLC,NSLI Board of Advisors, Mequon, Wisconsin

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Robert E. Leib, JD, LL.M, CPA, CGMAEducationBBA, Business Administration, University of Wisconsin, MadisonJuris Doctor, University of La Verne College of LawMasters of Laws in Taxation, Boston University School of Law

Professional Affiliations & Activities•Admitted to Practice Law (Wisconsin and California)•Certified Public Accountant (Wisconsin)•Chartered Global Management Accountant (AICPA)•Board of Advisors, National Sports Law Institute (NSLI), Marquette University Law School•Adjunct Professor, NSLI, Marquette University Law School (2002-2005)•Board of Directors, Tax Section, Wisconsin Bar (1990-1995)•Member, AICPA Forensics and Valuation Services Section•Appointee, American Bar Association Sports and Entertainment Forum

Bob Leib began independent consulting in June 1999 after a 22-year career as a CPA with Arthur Andersen., Bob provides business and financial advice to sports and entertainment clients as he had over where he had global responsibility as the lead tax partner in Andersen's Professional Sports Industry Group reporting to the World Wide Head of Tax.

His experience is extensive and has covered a wide range of services to teams and facility owners in MLB, NFL, NBA, NHL, and MLS. He has also worked extensively with facilities, teams and municipalities at all levels of minor league hockey, baseball, basketball and soccer rendering feasibility and tax opinions in connection with this work. Specialties include team and league transactions from initial tax and financial structuring to being the lead advisor in team sale and acquisition negotiations. He has also acted as an intermediary in representing both buyer and seller of team interests, and league expansions.

Responsibilities have included assisting counsel with document preparation and negotiating contract terms as well as performing valuations conforming to AICPA a standards for acquisition value and allocation of purchase price for tax and financial accounting purposes as well as litigation support and tax controversy representation.

Bob’s Illustrative Clients Experience Includes:•Tampa Bay Lightning (NHL), Palace Sports & Entertainment•Nashville Predators (NHL)•Florida Panthers (NHL)•Minnesota Wild (NHL)•Dallas Stars Acquisition Group (NHL)•Montreal Canadiens Acquisition Group (NHL)•New Jersey Devils/Prudential Center (NHL)•McDavid Acquisition: Atlanta Hawks &Thrashers (NBA/NHL)•Orca Bay /Griffiths Vancouver Ownership Group (NHL/NBA)•Los Angeles Dodgers/Dodger Stadium (MLB)•Milwaukee Brewers/Miller Park Economic Impact (MLB)•Texas Rangers/Ballpark at Arlington (MLB)•San Diego Padres Acquisition Group (MLB)•Nashville Sounds/Sacramento Rivercats (PCL)•Multipurpose Stadium Authority of Lackawanna County (IL)•Frisco RoughRiders (TL)•Boston Celtics (NBA)•Golden State Warriors (NBA)•Milwaukee Bucks (NBA)•Queen’s Park Rangers Acquisition (English Premiership)•Manchester City Acquisition Group (English Premiership)•Aston Villa Acquisition Group (English Premiership)•Minnesota Vikings Acquisition Group (NFL)•Tampa Bay Buccaneers (NFL)•Indianapolis Colts (NFL)•Malmo Redhawks (Swedish Premier League)•Tranmere Rovers (Sky Bet League 1)

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GLOBAL

Global Experience Leib Advisors, LLC provides strategic valuation and transaction services, as well as market and financial feasibility analytics to the sports, recreation, and entertainment industries. Our client base is diverse: amateur and professional enterprises, public and private institutions as well as investment funds and high net worth individuals. Our distinctive blend of experience, resources and proprietary industry database and proficiency allows us to deliver focused and strategic advisory services.

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Franchise Owner Breach of Contract on League Exit

< Oklahoma City was announced as an NASL expansion franchise on July 25, 2013. McGlaughlin who was a 50% owner of a group that was granted the franchise that was to begin play in 2015.

< The North American Soccer League has filed suit in New York Supreme Court against McGlaughlin, seeking $2.5 Million under a Payment Guaranty he had signed for an alleged breach of contract related to the team's

improper withdrawal from the league and breach of its contractual duties imposed by NASL governing documents.

< The factual statement in the complaint alleges that in February 2014, OKC ceased operations and attempted a

hasty exit in which its owner paid $500,000 as an attempted withdrawal fee which was subsequently rejected by the NASL. Following unsuccessful attempts to arrive at an “appropriate” exit fee, the league file a complaint for

breach of contract in state court.

< According to the NASL complaint:

– The league’s operating agreement does not permit withdrawals that are immediately effective. According to NASL under the terms of the operating agreement, in order to “properly withdrawal”:

– Written notice must be given to the league by 12/31 of then current calendar year;

– Full payment must be made and the team must play for the full season of that calendar year, fulfilling its “operational and financial obligations”.

< NASL argues that to be an “appropriate withdrawal” McGlaughlin would have had to notify the league by the end of 2013 that they were exiting, pay all the bills and put a team on the field during 2014.

< As a ”default withdrawal” NASL asserts McGlaughlin under the guaranty is liable for a default fee of $2.5 million or $2.0 million if the $500,000 already paid is to be deducted from what is owed. In addition NASL is seeking

reasonable attorney’s fees and costs.

< Complaint was withdrawn June 27, 2016. no report on amount of confidential damage settlement the two sides

agreed to out of court. An NASL team in Oklahoma City was eventually announced for a 2016 launch when Spanish club Rayo Vallecano of La Liga launched Rayo OKC in November 2015.

North American Soccer League LLC v. Tim McLaughlin, index number 651995/2015, in the Supreme Court of the State of New York, County of New York, Commercial Division.