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Business Description

United Soccer Leagues, LLC is a Georgia limited liability company, which was originally formed as a Delaware corporation known as USISL, Inc. on April 1, 1996, to operate a soccer league known as the USISL, which soccer league has subsequently expanded and is now known as the United Soccer Leagues or USL USISL, Inc. was converted into a Georgia limited liability company on October 1, 2009 and simultaneously changed its legal name to United Soccer Leagues, LLC United Soccer Leagues, LLC is the same legal entity as USISL, Inc. In connection with these transactions, we changed our fiscal year from the twelve month period ending May 31 to the calendar year ending December 31" On July 1, 1997, Unibro International, Inc. acquired a majority of the shares of capital stock In USISL, Inc. By April 11, 2008, Unibro International, Inc. had acquired all of the Issued and outstanding capital stock of USISL, Inc. Nike, Inc. acquired Unibro International, Inc. as of May 31, 2008 As a result of that transaction, USISL, Inc. was a wholly-owned subsidiary of NIKE International Holding, Inc., which 1s a wholly-owned subsidiary of Nike, Inc. On August 27, 2009, NuRock Soccer Holdings LLC, a Georgia limited liability company, acquired all of the Issued and outstanding capital stock of USISL, Inc. and subsequently converted USISL, Inc. Into United Soccer Leagues, LLC To simplify the language in this Franchise Disclosure Document, "NuRock" means NuRock Soccer Holdings LLC The principal business address of NuRock is 227 Sandy Springs Circle, D103-84, Atlanta, Georgia 30328 We do business as the United Soccer Leagues ("USL") Our principal business address is 1715 N Westshore Blvd Suite 825 Tampa, Florida 33607 NuRock s our majority owner and parent company

Prior Experience

We began offering franchises in the USL generally on August 19, 1996 and have been engaged in such line of business since that date. Prior to August 19, 1996, we did not offer franchises for the same type of business that is to be operated by you. We do not offer franchises In any other Ines of business, however, we reserve the right to do so in the future Predecessors and Affiliates We do not have any predecessors or affiliates that currently offer or offered in the past franchises for the same type of business that is to be operated by you or in any other line of business We do not have any predecessors or affiliates that provide products or services to our franchisees

Business Offered

We sell and grant franchises to people like you to participate in the USL through your existing or to-be-formed soccer teams We do not currently own any team that participates many of our leagues, but we may m the future Our primary purpose is to coordinate the soccer leagues as a whole We do not engage in business activities that are not related to our soccer leagues. You will have the night for your soccer team to participate with the USL system of leagues. Currently, USL operates six independent leagues and beach soccer competitions° Outdoor Leagues Men's Professional USLPRO Adult Amateur USL Premier Development League (the "PDL") USL Women's League (the "W-League") Indoor Leagues USL Major Indoor Soccer League (the "MISL") USL Indoor League (the "I-League") Beach Soccer USL Mayor Beach Soccer ("MBS") The PDL and W-League are sometimes referred to collectively as "Adult Amateur" USL PRO, POL and W-League are sometimes referred to collectively as the "Outdoor Leagues" The MISL and league are professional indoor soccer leagues Prior to this franchise offering, Major Beach Soccer Competitions were conducted by USL Beginning for the 2013 season we are offering Major Beach Soccer Competition franchises, as well as continuing to conduct the competitions ourselves Each of the leagues In the USL may be, but are not required to be, affiliated with an independent organization that governs or oversees soccer leagues in the United States, Canada and/or the Caribbean As of the Issuance Date of this Franchise Disclosure Document, USL PRO is recognized as a Professional Division 3 Soccer League by the USSF, the PDL is an amateur soccer league affiliated with the USSF and the United States Adult Soccer Association (the "USASA"), and the W-League is an amateur soccer league affiliated with the USSF As of the Issuance Date of this Franchise Disclosure Document, the MISL Intends is seeking affiliation with the USSF. These organizations may elect not to sanction or approve any of the USL's leagues at any time, without our input or approval In addition, we may determine not to continue any of the foregoing affiliations In the future or to seek affiliations with other organizations USL's current season for matches Is from approximately April through September each year, except In the case of MISL and the I-League, whose seasons run from approximately November to March each year. If you purchase a franchise described in this Franchise Disclosure Document, your team will begin participating In the applicable league In the 2014 season (which, In the case of MISL and the League, means the season commencing in November 2013 and continuing through March 2014) The 2013-14 season will be the Inaugural season for the I-League Beach Soccer Competitions can occur at any time during the year. In operating your franchised team or competition, you must comply with the USL Minimum Standards for matches and the USL Rules, which are contained In USL operations manuals (the "Operations Manuals"), a copy of which we will loan to you following your purchase of a franchise You must also comply with the rules and regulations of the USSF, as governing body for soccer In the United States, and any other organization responsible for governing or overseeing the league in which your team participates, if any If your franchised team competes outside the United States, it may be subject to the rules and regulations of governing bodies for professional or amateur soccer leagues In those jurisdictions The general market for USL franchises is the growing number of soccer fans in the United States, Canada, and the Caribbean who may attend games and purchase clothing, athletic equipment and other memorabilia containing the franchise's team name and/or logo Your competitors include other sporting events in your geographic area as well as other entertainment opportunities for fans. Within the sport of soccer, your competitors may Include Mayor League Soccer, National Women's Soccer League, North American Soccer League and various other regional and local soccer leagues

Initial Fees

You must pay a one-time initial franchise fee to obtain a franchise The amount of the fee depends on the USL league that your franchise will participate in Franchise fees are currently as follows Initial Franchise Fee Outdoor Leagues Men's Professional USLPRO Adult Amateur PDL W-League Indoor Leagues MISL I-League Beach Soccer Mayor Beach Soccer Disclosure Document -- 2013 -030613 $500,000 $50,000 $25,000 $150,000 $25,000 $25,000 The initial franchise fee is not refundable, except in the event that there are not at least 6 teams contractually committed to participate In the USL league in which your team is going to participate (the "Minimum Team Requirement") in the 2014 season. If you elect to terminate your franchise agreement in such event (rather than playing in another USL league), we will refund to you ninety percent (90%) of the initial franchise fee you pad (in addition to a return of your participation fee for the 2014 season and your performance security) If you elect not to terminate your franchise agreement but rather to participate in another USL league, we will refund to you the difference between the initial franchise originally paid and the initial franchise fee applicable to the league in which your team subsequently elects to participate or if the initial franchise fee for the other league is more than the league in which your team originally elected to participate, you will pay to us the difference. The right to receive a refund of a portion of your initial franchise fee only apples to the 2014 season and not any seasons thereafter in which the minimum Team Requirement is not met for your league You are required to secure your payments and other obligations to us with a performance security The performance security must be valid for the entire term of your franchise agreement and must be in the following amount, based on the league in which your franchised team participates Performance Security Outdoor Leagues Men's Professional USLPRO $50,000 Adult Amateur PDL $15,000 W-League $10,000 Indoor Leagues MISL $50,000 I-League $10,000 Beach Soccer Major Beach Soccer $15,000 However, if your league is affiliated with or governed by an independent organization, like the USSF, that governs or oversees soccer leagues and that organization requires the performance security to be in a different amount than set forth above, you are required to abide by the requirements of that organization. As a result, the actual performance security you are required to pay may be greater than or less than the amounts described above You will provide to us the amount of the revised performance security within fifteen (15) days of written notice of the new amount, at which time we will return the original performance security to you Additionally, we reserve the right at the end of your three year term for your franchise agreement to change the performance security amount to one we deem acceptable You will be required to acquire a new performance security in the amount we designate for the required period, if you renew your franchise agreement The performance security can be cash, a letter of credit Issued by a bank with offices in the United States, a certificate of deposit in our name, a cashier's check payable to us, or such other form that we find reasonably acceptable. Surety bonds are not an acceptable form of performance security We may draw on the performance security upon the occurrence of any of the following, which are more fully described in Section 4.2 of your franchise agreement (a) your failure to pay as and when due any amounts owed to us under your franchise agreement or to the USL, any other USL team, league vendors, professional players or landlords of your stadium or arena with respect to obligations incurred in connection with the operation of your franchised team, (b) your failure to register your team trademarks (as described In Item 1 below), or (c) your failure to pay as and when due any fees, fines or other amounts set forth m the Operations Manual and/or with respect to violations of our rules or minimum standards or the rules or minimum standards established by any governing body overseeing your league If we draw on the performance security, we will take only the amount necessary to satisfy the delinquent obligation (which may include any associated interest and late fees and our costs and expenses incurred in satisfying such obligation), and you will replenish the amount of the performance security to the amount specified above within thirty (30) days of the date of our draw We will return the performance security (or whatever portion of the performance security is remaining) to you wIth1n thirty (30) days following the expiration or termination of your franchise agreement, unless we terminate the franchise agreement for cause (as described In [tem 1] and Sections 112 1, 1122 and 1123 of your franchise agreement) in which case we will be entitled to retain the entire amount of the performance security as liquidated damages

Financing

Neither we nor any affiliate offers, directly or indirectly, any financing to you we do not guarantee any of your notes, leases or obligations we are unable to estimate whether you will be able to obtain financing for any or all of your investment or the terms of any financing

Franchisee Revenue and Profit

We do not make any representations about a franchisee's future financial performance or the past financial performance of company-owned or franchised outlets. We also do not authorize our employees or representatives to make any such representations ether orally or in writing If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet If you receive any other financial performance information or projections of your future income, you should report it to the Franchisor's management by contacting Timothy Holt, President, 1715 N Westshore Blvd Suite 825 Tampa, FL 33607, (813) 963-3909, the FTC, and the appropriate state regulatory agencies