MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding is made as of 'this day of 2012, by and among Linn County Gaming Association, Inc., an Iowa nonpro?t corporation (?Nonpro?t?), Cedar Rapids Development Group, LLC, an Iowa limited liability company (?Company?), and the City of Cedar Rapids, Iowa, a Municipal Corporation of the State of Iowa, (hereinafter referred to as ?City?). WHEREAS, on June 13, 2008, the Cedar River crested to its highest level in the history of the City. The ?ood waters penetrated 10 square miles or 14 percent of the city. The flood impacted 7,198 parcels, including 5,390 houses, dislocated more than 18,000 residents and damaged 310 city facilities; WHEREAS, Linn County, Iowa, the City, and certain local businesses have experienced ?nancial strain as a result of the ?ood; WHEREAS, local business leaders and many other residents of Cedar Rapids and Linn County are motivated to continue revitalization efforts and invest their time and money; WHEREAS, the Company is an Iowa limited liability company with its principal place of business in Cedar Rapids, Linn County, Iowa, which company serves as the development entity that supports the Nonpro?t; and WHEREAS, with the ?nancial support of Company, Nonpro?t intends to seek a referendum in Linn County, Iowa, for the approval of gambling; and WHEREAS, with the ?nancial support of Company, Nonpro?t intends to apply for a license to be granted by the Iowa Racing and Gaming Commission to conduct gambling games under Iowa Code chapter 99F as a quali?ed sponsoring organization; and WHEREAS, Company and Nonpro?t each desires a commitment from the City to assist Company and Nonpro?t in acquiring a gaming license in order to provide economic development, tax relief, capital improvements and charitable contributions for the citizens of the community; and WHEREAS, Company will invest funds to support Nonpro?t?s efforts with reSpect to a referendum for the approval of gambling and to support Nonpro?t?s application to the Iowa Racing and Gaming Commission for a license to conduct gambling games; and WHEREAS, the majority of the initial funds invested in Company will be invested by residents of Cedar Rapids and Linn County; WHEREAS, the City desires to assist Company and Nonpro?t in acquiring a gaming license in order to provide economic development, assist in ?ood relief, tax relief, capital improvements, and charitable contributions for the citizens of the city of Cedar Rapids and Linn County, Iowa. iT IS THEREFORE MUTUALLY UNDERSTOOD as follows: l. The City agrees to support the Company and Nonpro?t to obtain a license for Nonpro?t to conduct gambling games in Linn County, Iowa, if Nonpro?t and Company have complied with all of the provisions set out herein. The City?s support will not include any ?nancial or monetary support, assistance, or contribution of any kind. 2. The term of this MOU shall begin on the date this MOU is executed on behalf of the City, and continue for three (3) years after an election at which gaming is approved by the voters of Linn County, or ?ve (5) years, whichever is later. At the expiration of this term, this MOU will automatically terminate. 3. It is further mutually understood by the parties that the City will not enter into negotiations or execute or approve any agreements with any other person, ?rm or organization or operator, nor will the City make application-to or otherwise support an application for a gaming license before the Iowa Racing and Gaming Commission within Linn County, Iowa, with any third party other than through and in cooperation with Company and Nonpro?t. The provisions in this paragraph however are subject to the term limitations as set for in paragraph 2 above. 4. . The parties further mutually understand that the purpose of this MOU is to ensure Company and Nonpro?t that all of its collective ?nancial support and time spent planning, investigating and promoting the referendum will result in the City?s support of Company and Nonpro?t at such point and time Nonpro?t seeks a license to conduct gambling games from the Iowa Racing and Gaming Commission. 5. This MOU is intended to ensure that during the term of this MOU, Company and Nonpro?t will have the exclusive support. of the City in the event that a gambling license application is submitted to the Iowa Racing and Gaming Commission within the terms of this agreement. 6. Company and/or Nonpro?t shall not assign its interest herein without the prior express written consent of the City Council of Cedar Rapids which may not be granted in the sole exercise of diSCretion by the City Council in the event that such an assignment would result in a change in control of the Company. 7. It is further understood that the Nonpro?t will do all things necessary to provide that its initial board of directors shall have ?ve or more directors. The initial board of directors shall include a representative of the City, a representative of Linn County, a representative of the private or nonpro?t sectors, and two other members, with all the members mutually agreed upon. The initial members of the board of directors shall be Justin Shields (City), Brent Oleson (County), Leah Rodenberg Keith Rippy and Linda Seger. The board of directors shall thereafter establish the Nonpro?t?s continuing board size and membership to be established in the bylaws. LINN COUNTY GAMING ASSOCIATION, INC. K??ith Rippy, Presi@t mama/mar Leah Roc?fd?nberg, Secretary CEDAR RAPIDS DEVELOPMENT GROUP LLC 1/ C. Gray, Pres de CITY OF CEDAR RAPIDS, IOWA A Municipal Corporation of the State of Iowa 470M Acting City Manager xo/g/x?z? WM FIRST AMENDMENT TO MEMORANDUM OF UNDERSTANDING This First Amendment to Memorandum of Understanding (?Amendment is made as of this day of M, 2014 (Effective Date), by and among Linn County Gaming Association, Inc., an Iowa nonpro?t corporation (?Nonpro?t?), Cedar Rapids Development Group, LLC, an Iowa limited liability company (?Company?), and the City of Cedar Rapids, Iowa, a Municipal Corporation of the State of Iowa, (hereinafter refeired to as ?City"}. WHEREAS, on October 9, 2012, the Nonpro?t, Company and the City entered into a Memorandum of Understanding by which, among other things, the City agreed to support the Company and Nonpro?t to obtain a license for Nonpro?t to conduct gambling games in Linn County, Iowa; and WHEREAS, said Memorandum of Understanding is to expire on October 9, 2017; and WHEREAS, the parties intend to amend the Memorandum of Understanding by extending its terms by two years until October 9, 2019. NOW THEREFORE IT IS MUTUALLY UNDERSTOOD as follows: 1.. Paragraph 2. of the Memorandum? of Agreement is deleted and replaced by the following: 2. The term of this MOU shall begin on the date this MOU is executed on behalf of the City, and continue until Octoberg, 2019. At the expiratiOn of this term, this MOU will automatically terminate. 2. Except as amended by this Amendment, the terms and conditions of the Memorandum of Understanding remain in full force and effect. - . IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the Effective Date. . LINN COUNTY CITY EDAR RAPIDS, IOWA ASSOCIATION, INC. A ici al Corporation of the State of Iowa r? Di )4 Keith Rippygesident Date Manager Date Mina. (W Leah Roii?enberg, Secretary Date - City Clerk Date CEDAR RAPIDS DEVELOPMENT GROUP, LLC gnaw man/V; MIC. Gray, Pres?lent ate