AMERICAN ARBITRATION ASSOCIATION Case No: 01-16-0001-4848 In the Matter of the Arbitration between: THE LOS ANGELES RAMS, LLC, Claimant, v THE REGIONAL CONVENTION AND. SPORTS COMPLEX AUTHORITY Respondent. INTERIM AWARD WE, THE UNDERSIGNED ARBITRATORS, having been designated in accordance with the arbitration agreement contained in the Training Facility Lease (the “Leas *) dated May 1, 1996, between The Regional Convention and Sports Complex Authority (the “RSA") and The Los Angeles Rams, LLC (the “Rams”) (Exhibit R-78, Section 45 and Schedule 1), and having been duly sworn, and having duly heard the proofs and allegations of the Parties, do hereby issue this INTERIM AWARD, as follows: This arbitration is conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA), effective October 1, 2013, with substantive resolution of the disputes between the parties governed by and construed under the laws of the State of Missouri. The hearing was held in St. Louis, Missouri, commencing on March 20, 2019, and continuing through March 21, 2019, The Rams appeared by its representative, Alan Bornstein, and by counsel Stephen H. Rovak, Rachel M. Milazzo and Adam S. Johnson, Dentons, US LLP. TheRSA appeared by its corporate representatives, Brian McMurtry and Marty Finn, and by counsel Christopher ©. Bauman and Stephen M. Hoeplinger, Blitz, Bardgett & Deutsch, L.C. Witness testimony and documentary evidence (Exhibits C-1 through C-77, and R-78 through R-109) were offered and admitted. The proceedings were reported stenographically, the transcript of which the parties agreed will constitute the official record of the proceedings. At the conclusion of the hearing it was agreed that, on or before Monday, March 25, 2019, the parties would present additional evidence via email submis ion in the form of deposition designations and counter-designations, which the Panel timely received. Considering the thorough briefing presented before the hearing, the Panel did not request post-hearing briefs but reserved the opportunity to request further submissions on particular topics should the need arise. At the conclusion of the hearing, the record was not closed and will remain open until the official record is finalized and additional evidence is submitted relating to attorneys’ fees and costs, pursuant to Panel Order No. 1, paragraph 8. I. Interim Award NOW, THEREFORE, having carefully considered the evidence, briefing, and legal authorities presented, together with the arguments of the parties’ very able counsel, the Arbitrators ORDER, AWARD, ADJUDGE and DECREE as follows: 1. The Option in paragraph 38 of the Training Facility Lease survived the ending of the Lease, is valid and enforceable by the Rams, and was timely exercised. 2. The Option’s duration is defined or implied by the Stadium Lease original 30-year term and does not violate Missouri's Rule Against Perpetuities or Rule Against Unreasonable Restraints on Alienation,3. As the Prevailing Party on the foregoing claims, the Rams is entitled to attorneys’ fees and costs reasonably incurred in enforeing the Training Facility Lease’s terms and having its rights declared thereunder. 4. The RSA shall have and recover from the Rams the amount of $80,645.03 for costs and expenses paid by the RSA that were the Rams’ responsibility under the Lease, together with prejudgment interest at the rate allowed by law. All other reimbursements that the RSA seeks in this proceeding are not recoverable and are denied. 5. As the Prevailing Party on its reimbursement claim, the RSA is entitled to attorneys’ fees and costs reasonably incurred in presenting it. ‘The parties have requested the Arbitrators to provide the reasons for this ruling, which are as follows. IL. Reasons Background 6. The Relocation Agreement and Stadium Lease, On January 17, 1995, the Rams, then located in Anaheim, California, and the RSA entered into a NFL Franchise Relocation Agreement (Exhibit C-7)' (hereafter the “Relocation Agreement”) and an Amended and Restated St. Louis NFL Lease (Exhibit C-75) (hereafter the “Stadium Lease”), in which, infer alia, the Rams were promised a “First Tier” NFL Stadium and a facility in which the team would trai Also parties to these agreements were various other St, Louis-related entities, including the Regional Convention and Visitors Commission, a/k/a St. Louis Convention and Visitors Commission (“CVC”), FANS, Inc., a Missouri non-profit organization, and St. Louis NFL. The exhibits designated by the Rams are prefaced with a “C” for Claimant; the exhibits designated by the RSA are prefaced with an “R” for Respondent.