Common use of Contingency Clause in Contracts

Contingency. This First Amendment is contingent (“Contingency”) on [***], the current tenant in the Expansion Premises (“Current Tenant”), vacating the Expansion Premises. If current Tenant fails to vacate the Expansion Premises by October 31, 2015, Tenant shall have the right to terminate this First Amendment by sending written notice thereof to Landlord no later than November 20, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice shall be void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminate.

Contingency. This First Tenant expressly acknowledges and agrees that notwithstanding anything to the contrary contained herein, this Amendment is strictly contingent upon execution by Landlord and USMD PPM, LLC, or its affiliate (“USMD”) of a lease of Suite 100 (the “USMD Lease”) in form and content acceptable to Landlord in its sole and absolute discretion (the “Contingency”) on [***], the current tenant in the Expansion Premises (“Current Tenant”), vacating the Expansion Premises. If current Tenant fails to vacate Landlord satisfies the Expansion Premises by October 31, 2015, Tenant shall have Contingency within ninety (90) days from and including the right to terminate this First Amendment by sending written notice thereof to Landlord no later than November 20, 2015 Effective Date (but if the Current Tenant vacates the Expansion Premises before Landlord receives or such termination notice, such termination notice shall be void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, longer period as Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understandsmay agree), acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, then Landlord shall provide Tenant with at least 30 days’ prior written notice of to such effect to Tenant (which notice can be sent by email to Xxxxx Xxxxxx) (the Expansion Premises Commencement Date (“Expansion Premises Contingency Satisfaction Notice”). Notwithstanding the foregoing, if Current Tenant If Landlord fails to vacate satisfy the Expansion Premises on Contingency within such ninety (90) day period (or before April 30such longer period if applicable) or if Landlord, 2010 in its sole discretion, elects to discontinue negotiations with USMD at any time within such ninety (90) day period, then Landlord shall provide written notice to Tenant to such effect (which notice, again, can be sent by email to Xxxxx Xxxxxx) (the “Outside DateContingency Failure Notice”), whereupon this Amendment shall become null and void in its entirety, the Lease shall continue as if this Amendment had never been entered into between the parties, and Landlord shall reimburse the Suite 100 Termination Fee to Tenant shall have within thirty (30) days thereafter. If Landlord does not provide Tenant a Contingency Satisfaction Notice or Contingency Failure Notice within ninety (90) days following the option Effective Date, the Contingency will be deemed not to accept the Expansion Premises by sending written notice thereof to have been satisfied. In no event shall Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rightsliability, dutiesexpress or implied, or obligations under this First Amendment and this First Amendment shall automatically terminatefor failure to satisfy the Contingency.

Contingency. This First Landlord, New Landlord, Tenant acknowledge and agree that the provisions of this Fourth Amendment is pertaining to Tenant’s expansion and relocation to the New Premises are contingent on Tenant successfully securing adequate funding for its ongoing operations (the “ContingencyNew Funding”) on [***]prior to December 31, 2013 (the current tenant in the Expansion Premises (“Current TenantNew Funding Deadline”). In the event either New Landlord or Tenant determine, vacating in their respective sole and absolute discretions, that Tenant’s financial resources are insufficient to justify the Expansion Premises. If current Tenant fails expansion contemplated herein, either party may terminate the terms of this Fourth Amendment relating to vacate the Expansion Premises by October 31, 2015, Tenant shall have the right to terminate this First Amendment by sending such expansion and relocation via formal written notice thereof to Landlord no later than November 20the other made on or before the New Funding Deadline. In the event of such a notice from one party to the others, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice shall this Fourth Amendment will continue to be void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain in full force and effect effect, but only as it relates to the 7,320 rentable square foot Existing Premises and the extension of Lease Term defined in Section II above; Sections V and VIII shall not apply in such event. Between the Fourth Amendment Effective Date and the New Funding Deadline, Tenant hereby agrees to provide both Landlord and New Landlord with reasonable information on the status and potential business terms of any new funding for purposes of New Landlord’s review and analysis as such information might bear on New Landlord’s right to terminate the contemplated relocation of Tenant’s Premises to New Landlord’s property. Prior to the New Funding Deadline, either party may waive its right of termination by written notice to the other. While New Landlord may elect, in its sole and absolute discretion, to expend resources towards the design of the New Premises Landlord Work prior to the New Funding Deadline, Tenant hereby agrees and acknowledges that Landlord is under no obligation to do so and if any such design is commenced, New Landlord may elect to discontinue efforts at any time. In the event neither party has terminated the terms of the Fourth Amendment as they relate to the expansion and relocation on or before the New Funding Deadline, New Landlord shall commence and pursue design and construction of the New Premises Landlord Work with commercially-reasonable promptness. Additionally, New Landlord shall not be obligated to deliver the Expansion Premises commence and/or to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice continue build-out of the Expansion New Premises Commencement Date (“Expansion Landlord Work at any point in which Tenant is in material, uncured default under the Lease. Any such material, uncured default will not forestall Tenant’s rent obligations for the existing Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminateFourth Amendment.

Contingency. This First Amendment is contingent (“Contingency”) on [***]Landlord and Tenant acknowledge that under New Jersey law, the current tenant in grant of an Incentive may be vetoed by the Expansion Premises Governor of New Jersey at any time during the ten (10) day period following the granting of such Incentive (the “Current TenantAppeal Period”). If, vacating as of the Expansion Premisesdate of this Lease, Tenant has been granted an Incentive, however the Appeal Period related thereto has not expired, then Tenant’s obligation hereunder shall be contingent upon the expiration of such Appeal Period without a veto having been exercised by said Governor. If current In the event the Governor vetoes an Incentive theretofore granted to Tenant fails to vacate within the Expansion Premises by October 31Appeal Period, 2015, then Tenant shall have the right to terminate this First Amendment Lease by sending written providing notice thereof to Landlord within three (3) business days following the Governor’s veto, and in all events no later than November 20, 2015 the third (but if 3rd) business day following the Current expiration of the Appeal Period. In the event that Tenant vacates the Expansion Premises before Landlord receives validly exercises such termination noticeoption in accordance with this Section 17.03(b), such this Lease shall terminate effective as of the date Tenant’s termination notice shall be void is received by Landlord, and of no effect) whereupon thereafter neither Landlord nor Tenant shall have any further rightsobligations hereunder, duties or except with respect to any obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015expressly survive any such termination. If Tenant does not elect fails to so terminate this First AmendmentLease as aforesaid, such this Section 17.03 shall be deemed null and void and the Lease shall continue in full force and effect. Landlord shall have no obligation to pay all or any portion of the Tenant Allowance or any commission due under this Lease or incur any other costs with respect to the Leased Premises until and unless Tenant’s right to terminate this First Amendment shall be Lease pursuant to this Section 17.03(b) is waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated to deliver the Expansion Premises to by Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises expires by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminateits terms.

Contingency. This First Amendment The parties agree that this Lease is contingent (“Contingency”) on [***], upon Tenant obtaining satisfactory assurances from the current tenant applicable governmental authority for its racking and operations in the Expansion Premises, including the adequacy of the sprinkler system for the Tenant’s proposed business in the Premises (“Current Governmental Assurances”). Upon full execution of this Lease, Tenant shall, at its sole cost, make diligent efforts to obtain the Governmental Assurances. If Tenant notifies Landlord on or before the Contingency Date (as herein defined) that it has been unable to obtain the Governmental Assurances, then this Lease may be terminated by Tenant by giving written notice to Landlord prior to the Contingency Date; however, notwithstanding the foregoing, if the Landlord therefor agrees to modify the sprinkler system in the Premises, at its sole cost and expense, in order to legally accommodate Tenant’s racking plan (the “Tenant’s Racking Plan”), vacating then the Expansion PremisesTenant will not be permitted to cancel this Lease pursuant to this Section 9.18. If current Tenant’s Racking Plan is shown on Exhibit “F” attached hereto. For purposes hereof, the “Contingency Date” shall be September 15, 2011. If: (i) the Tenant obtains the Governmental Assurances; or (ii) Tenant fails to vacate obtain the Expansion Premises by October 31, 2015, Governmental Assurances and Tenant shall have the right fails to give Landlord written notice of its intention to terminate the Lease prior to the Contingency Date, then this First Amendment by sending written notice thereof to Landlord no later than November 20, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice contingency shall be null and void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant Lease will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain continue in full force and effect effect. The parties acknowledge and agree that Landlord shall not be obligated required to deliver contribute any portion of the Expansion Premises to Tenant Improvement Allowance (as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (term is defined in Exhibit “Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 (“Outside DateB”), Tenant nor shall have Landlord be otherwise obligated to incur any expenses with regard to the option not to accept construction of the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under Improvements until the Contingency Date has passed without this First Amendment and this First Amendment shall automatically terminateLease being terminated.

Contingency. This First Amendment The parties acknowledge that all or a portion of the Premises currently is contingent occupied by Xxxxxxx Xxxxxx & Co., Inc. (“ContingencyPrior Tenant”) on [***]pursuant to a lease dated July 23, the current tenant in the Expansion Premises 1999, as amended (“Current TenantPrior Lease”), vacating by and between Landlord (as successor in interest to EOP-La Jolla Limited Partnership, a Delaware limited partnership), and such Prior Tenant or its predecessor in interest. This Lease specifically is contingent upon Landlord, on or before November 30, 2007 (the Expansion Premises“Contingency Date”), entering into an agreement with the Prior Tenant to terminate the Prior Lease with respect to the Premises (the “Prior Tenant Agreement”). Landlord is currently negotiating the terms of the Prior Tenant Agreement with the Prior Tenant. If current the Prior Tenant fails to vacate Agreement has not been fully executed, and if all contingencies relating thereto have not been waived by Landlord or otherwise satisfied, on or before the Expansion Premises by October 31Contingency Date, 2015, Tenant shall have the right to then Landlord may terminate this First Amendment Lease by sending written notice thereof to Landlord no later than November 20notifying Tenant on or before the earlier of (i) 10 days after the Contingency Date and (ii) execution of the Prior Tenant Agreement by the Prior Tenant, 2015 (but whereupon, all security deposits and prepaid rental, if the Current any, previously paid by Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice in connection with this Lease shall be returned to Tenant, this Lease shall be null and void and of no force or effect) whereupon neither . LANDLORD: TENANT: UTC PROPERTIES LLC UNITED BUSINESS HOLDINGS, INC. By By Xxxxxx X. Case Printed Name Senior Vice President, Leasing Title By By Xxxxxxx X. Xxxxxxx Printed Name Vice President, Operations Title EXHIBIT A 0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000 Exhibit A EXHIBIT B UTILITIES AND SERVICES The following standards for utilities and services shall be in effect at the Building. Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that reserves the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment adopt nondiscriminatory modifications and additions to these standards. In the case of any conflict between these standards and the Lease, the Lease shall be waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated controlling. Subject to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice all of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding provisions of the foregoingLease, if Current Tenant fails including but not limited to vacate the Expansion Premises on or before April 30restrictions contained in Section 6.1, 2010 (“Outside Date”), Tenant the following shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminate.apply:

Contingency. This First Amendment is contingent Purchaser acknowledges that Seller does not currently own the Property but Seller agrees to use its commercially reasonable and diligent efforts (“Contingency”including exercising any remedies available to it under the CSL Lease to compel CSL's performance) on [***]to acquire it at or prior to Closing from CSL, the current tenant owner. In the event Seller does not acquire the Property at or prior to Closing for any reason other than Seller's breach of its obligations under the previous sentence, then Closing shall be automatically extended for up to ninety (90) days (with Closing to occur two (2) business days after such acquisition), and in the Expansion Premises event Seller has not acquired the Property by the expiration of such 90-day period, same shall not be a default by Seller hereunder, but at the option of either party (“Current Tenant”to be exercised by written notice delivered to the other party, Escrow Agent and Rattikin at any time prior to CSL's delivery of a deed of the Property to Seller), vacating this Contract shall terminate, all Xxxxxxx Money shall immediately be returned to Purchaser, Seller shall pay to Purchaser a sum of money equal to (i) the Expansion Premises. If current Tenant fails interest Purchaser actually paid to vacate its lender on any funds borrowed by Purchaser (not to exceed $80,000,000 and actual closing costs) on or after the Expansion Premises originally scheduled Closing Date to acquire the Property (hereafter, such sum (not to exceed $80,000,000 and the reasonable, actual closing costs) is referred to as the "Loan," whether or not such sum is part of a larger transaction between Purchaser and its lender), less any income received or credited to Purchaser on the Loan (Purchaser agreeing to take commercially reasonable steps to cause to be invested the Loan proceeds immediately upon receipt) (the "Interest Differential"), plus (ii) all actual sums paid by October 31Purchaser in connection with obtaining the Loan and re-paying the Loan to the lender (collectively, 2015the sums set forth in clauses (i) and (ii) are defined as the "Reimbursement"), Tenant and thereafter the parties shall have the right to terminate this First Amendment by sending written notice thereof to Landlord no later than November 20, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice shall be void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties rights or obligations under one to the other hereunder except those that specifically survive termination as set forth herein. In the event this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency transaction closes but Closing has been satisfied. Tenant understandsdelayed solely due to the failure of CSL to deed the Property to Seller at or prior to the originally scheduled Closing Date, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate Purchaser shall receive a credit against the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain Purchase Price in full force and effect and Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice amount of the Expansion Premises Commencement Date (“Expansion Premises Notice”)Interest Differential. Notwithstanding In the foregoingevent Purchaser is entitled to the Reimbursement or a credit against the Purchase Price in the amount of the Interest Differential, if Current Tenant fails Purchaser shall deliver written evidence reasonably satisfactory to vacate Seller to establish such amounts. EXECUTED on the Expansion Premises on or before April 30, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminate.dates stated below. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. SIGNATURE PAGES IMMEDIATELY FOLLOW]

Contingency. This First Amendment is Lease, and Landlord’s and Tenant’s obligations hereunder, are dependent and contingent upon the satisfaction of the following conditions precedent (the “ContingencyConditions Precedent”): (1) on [***], Landlord shall have acquired fee simple title to the Leased Premises from the current tenant in owner of the Expansion Premises Leased Premises, Home Depot U.S.A., Inc. a Delaware corporation (the “Current TenantOwner”); (2) Landlord shall have obtained all necessary approvals from adjoining property owners, vacating and any applicable municipal, state and federal regulatory agencies of any necessary easements and vacations of existing easements or rights-of-way; and (3) Landlord shall have obtained all required general permits and approvals from any applicable municipal, state and federal regulatory agencies shall have been obtained. Landlord shall use diligent and good faith efforts to satisfy all Conditions Precedent. In the Expansion Premises. If current Tenant event Landlord fails to vacate the Expansion Premises satisfy all Conditions Precedent by October 311, 20152011, Landlord shall notify Tenant of such fact on or before October 15, 2011 and Tenant shall have the right right, to terminate this First Amendment by sending written notice thereof to Landlord no later than November 20, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice shall be void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement exercised in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises writing on or before April 30December 31, 2010 2011, time being of the essence, to cancel and terminate this Lease and, in such event, the Sub-Sub-Sublease shall continue. Upon termination under this Paragraph 55, each party shall be released from any obligations to the other under this Lease, and each party shall bear its own expenses incurred to the date of termination, without right of contribution from the other. Upon Landlord confirming to Tenant that it has (“Outside Date”)i) satisfied all Conditions Precedent, including its building permit; and (ii) is otherwise prepared to begin construction of the Improvements, Tenant shall have the option not agrees to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations confirm that its termination right under this First Amendment Paragraph 55 is null and this First Amendment shall automatically terminate.void in all respects. SIGNATURES AND ACKNOWLEDGEMENTS ON FOLLOWING PAGES Florence, AL WITNESS the following signatures. WITNESS: LANDLORD: AL FLORENCE REALTY HOLDINGS, LLC An Alabama limited liability company By: BOOKS-A-MILLION, INC. Its: Sole Member /s/ Xxxxx X. Xxxxxxxx /s/ Xxxxxxxxx X. Xxxxxxxx By: Xxxxx X. Xxxxxxxx Title: Chairman & CEO Date: October 3, 2011

Contingency. This First Amendment is contingent (“Contingency”) on [***]To accommodate this Lease for the Premises under ----------- the terms and conditions as provided herein, the current tenant in existing lease by and between Landlord and the Expansion Premises (“Current Tenant”)Bank for the Bank Space is due to expire on September 30, vacating 1999, and the Expansion Premises. If current Tenant fails existing lease by and between Landlord and EDS for the EDS Space is due to vacate the Expansion Premises by October expire on January 31, 2015, Tenant shall have the right to terminate this First Amendment by sending written notice thereof to Landlord no later than November 20, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice shall be void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied2000. Tenant hereby understands, acknowledges, acknowledges and agrees that Landlord makes no guaranty, representation, warranty, or assurance that Current Tenant either the Bank or EDS, or both, will timely vacate the Expansion Premises Bank Space or the EDS Space, respectively, so as to enable Landlord to deliver the Premises, or any part thereof, to Tenant by the dates set forth herein. Landlord shall use its reasonable and good faith efforts to cause the Bank and EDS to vacate their respective spaces at the conclusion of their respective lease terms. If the Bank does not vacate the Bank Space prior to October 31, 2015. If Tenant 1999, or if EDS does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30EDS Space prior to February 28, 2010 (“Outside Date”)2000, Tenant shall have the option right to terminate (a) this Lease or (b) this Lease only as it pertains to the portions of the Premises not to accept vacated by EDS or the Expansion Premises Bank, by sending written notice thereof delivered to Landlord no later than 10 within thirty (30) days after receipt following the date upon which possession of Expansion Premises Noticeeither the Bank Space or the EDS Space was to be delivered to Tenant by Landlord under the terms of this Lease, whereupon and neither Landlord nor Tenant shall have any further rightsobligation or liability to the other with respect to this Lease. If Tenant fails to provide any such notice of termination, dutiesthis Lease shall continue in full force and effect, or obligations under this First Amendment and this First Amendment the Commencement Date shall automatically terminatebe the date upon which Landlord delivers possession of the Premises to Tenant.

Contingency. This First Amendment is contingent Landlord and Tenant acknowledge that as of the date of this Lease, Trillium Industries, Inc. (“ContingencyTrillium”) is currently occupying a portion of the Leased Premises consisting of approximately 114,105 square feet (the “Trillium Premises”) pursuant to that certain Lease Agreement dated February 29, 2000 between Landlord and Trillium. Landlord hereby represents that as of the date of this Lease, Landlord and Trillium have entered into a termination agreement covering the Trillium Premises, pursuant to which Trillium is required to vacate all portions of the Trillium Premises except for the office area consisting of approximately 12,000 square feet (the “Initial Surrender Space”) on [***]December 28, 2003 (the current tenant in “First Surrender Date”) and the Expansion remaining portion of the Trillium Premises (the “Current TenantOffice Space”) on December 28, 2003 (the “Second Surrender Date”). Landlord shall provide Tenant with written confirmation (“Landlord’s Notice”) that the termination agreement with Trillium has been fully executed by Landlord and Trillium and that pursuant to the terms of such termination agreement, vacating Trillium will have no further rights to the Expansion PremisesFirst Surrender Space as of the December 14, 2003 and no further rights to the Office Space as of December 21, 2003. If current Landlord’s Notice shall be signed by both Landlord and Trillium. Until such time as Tenant fails to vacate the Expansion Premises by October 31, 2015receives Landlord’s Notice, Tenant shall have the right to terminate this First Amendment Lease by sending providing written notice thereof to Landlord no later than November 20in accordance with the terms of this Lease. Upon delivery of Landlord’s Notice to Tenant in accordance with the terms of this Lease, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice shall be void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such ’s right to terminate this First Amendment as set forth herein shall be waived and this First Amendment shall remain in full deemed to be of no further force and effect and Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminateeffect.

Contingency. This First Amendment The delay of commencement as described herein is subject to and contingent upon the execution and delivery of an amendment of lease by Housing Resource Center, Inc., (“Contingency”hereinafter referred to as "HRCI") on [***]extending its lease from January 31, 2002 to January 31, 2003. Upon the current tenant in Lessor's delivery of the Fourth Expansion Premises (“Current Tenant”as defined below), vacating Lessee will expand its Original Premises by leasing an additional approximate 1,596 RSF located on the 3rd Floor of the Building and known as Suite 330 ("Fourth Amendment Expansion Premises") shown on attached Exhibit "A" and thereafter the total "Modified Premises" (inclusive of the Original Premises and Fourth Amendment Expansion Premises) shall be a total of approximately 25,079 RSF. If current Tenant fails This Amendment will become effective as an amendment to vacate the Lease as of, on and after the date stated above; however, the Lease (as amended by this Fourth Amendment) will apply to the Fourth Amendment Expansion Premises by October 31as of, 2015, Tenant shall have the right to terminate this First Amendment by sending written notice thereof to Landlord no later than November 20, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice shall be void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledgeson, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate after the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated to deliver date of delivery of the Expansion Premises to Tenant as such time as Tenant vacates Lessee, and shall continue in effect until otherwise amended by the parties in writing or until expiration or sooner termination of the Lease. The Fourth Amendment Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior Premises will be deemed delivered to Lessee upon Lessor's delivery to Lessee of a written notice of stating that the Expansion Premises Commencement Date (“are ready for Lessee's use and occupancy. The parties acknowledge that the Fourth Amendment Expansion Premises Notice”). Notwithstanding are currently under lease to HRCI and that HRCI must return the foregoing, if Current Tenant fails to vacate the Fourth Amendment Expansion Premises to Lessor's possession and control prior to the Lessor's delivery to Lessee. Lessor will use commercially reasonable efforts to recover possession from HRCI so as to deliver the Fourth Amendment Expansion Premises to Lessee on or before April 301 February 2003; however, 2010 (“Outside Date”), Tenant in no event shall have Lessee be obligated to pay rent on the option not to accept the Fourth Amendment Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt until Lessor's delivery of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminatesuch premises.

Contingency. This First Amendment is contingent (“Contingency”) on [***]Landlord acknowledges that Tenant would not be entering into this Lease without the benefit of the real estate tax abatement, as described in Section 4.03 of this Lease; the Job Creation Tax Credit, the current tenant Enterprise Zone and Warehouse Inventory Tax Exemption which is available from the State of Ohio and which are intended to provide incentives to out-of-state businesses to relocate into the State of Ohio (collectively referred to as “Tax and Economic Incentives”). The provision to Tenant of the Tax and Economic Incentives is the material consideration to Tenant to relocate its operation to the State of Ohio and to enter into this Lease, with out the Tax and Economic Incentives Tenant would not be doing so. Landlord, however, has requested that Tenant execute the Lease although Tenant has not yet received favorable, irrevocable action, approval for, or the actual the granting of the Tax and Economic Incentives (the “Approval”). Solely as an accommodation to Landlord to enable Landlord to obtain various approvals of this Lease, Tenant is executing this Lease prior to the Approval. Accordingly, Landlord and Tenant both hereby acknowledge and agree that Tenant’s execution of this Lease is wholly subject to and conditioned upon the Approval and if Tenant is not granted the Approval that Tenant requires or deems necessary for Tenant to relocate its operations to the State of Ohio that this Lease shall, upon written notice to Landlord from Tenant, be null and void, of no further force or effect, and following such notice neither party shall have any liability to the other whatsoever whether arising under this Lease, from their negotiation or actions based upon the Lease or such negotiations; provided, however, that in the Expansion Premises (“Current Tenant”), vacating event Tenant is not granted the Expansion Premises. If current Approval and Tenant fails thereafter elects to vacate the Expansion Premises by October 31, 2015terminate this Lease, Tenant shall have reimburse Landlord for all costs and expenses incurred by Landlord in furtherance of the right to terminate Tenant Improvements from the date of this First Amendment by sending Lease until the date of Landlord’s receipt of Tenant’s written notice of termination pursuant to this Article XXIV, provided such Tenant Improvements and the cost thereof have been approved in writing by Tenant. Tenant covenants and agrees to Landlord no later than November 20, 2015 deliver such reimbursement amount in full within thirty (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice shall be void and 30) days of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after Tenant’s receipt of written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that for the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminatesame.

Contingency. This First Amendment Landlord and Tenant hereby acknowledge and agree that this Lease shall be and is contingent for a period of forty-five (“Contingency”45) days following the execution date of this Agreement upon Tenant successfully securing tax abatement on [***]the real property from the City of Columbus. If such contingency is not satisfied within said forty-five (45) day period, Tenant may terminate this Lease at its election, by providing Landlord with written notice on or before the current expiration of said forty-five (45) day period verifying that (i) such contingency has not been satisfied; (ii) Tenant desires to terminate this Lease; and (iii) tendering to Landlord the reimbursement and liquidated damages payments described below. In the event Tenant elects to terminate this Lease as provided above, Tenant shall indemnify and hold harmless Landlord from and against all obligations, liabilities, costs and expenses incurred by Landlord through the date of Tenant's termination including, but not limited to , all design engineering, pre-construction and construction costs and construction management fees associated with the tenant finish improvements contemplated in this Lease. In addition, Landlord and Tenant acknowledge and agree that Landlord will suffer other damages and expenses not readily or easily ascertainable in the Expansion Premises event Tenant terminates this Lease as provided above and as a condition precedent to Tenant's termination of the Lease, Tenant shall pay Landlord the sum of Five Hundred Thousand Dollars (“Current Tenant”), vacating $500,000.00) as liquidated damages for such other costs and expenses to be suffered by Landlord. In the Expansion Premises. If current event Tenant fails to vacate provide Landlord with such written notice within said forty-five (45) day period, the Expansion Premises by October 31contingency defined herein shall have no further force or effect, 2015, and Tenant shall have the no further right to terminate this First Amendment by sending written notice thereof to Landlord no later than November 20Lease, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice and that remainder of this Lease shall be void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain deemed in full force and effect and Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminateeffect.

Contingency. This First Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that Tenant’s leasing of the Occupied Sixth Amendment Premises is contingent conditioned upon Landlord entering into an early termination agreement with the current tenant of the Occupied Sixth Amendment Premises in a form satisfactory to Landlord in its sole discretion (the “ContingencyEarly Termination Agreement”) ). In the event that Landlord fails to enter into the Early Termination Agreement on or before the date that is [***]] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days after the current tenant in Sixth Amendment Effective Date, then either party may, by written notice (a “Contingency Termination Notice”) given to the Expansion other party, terminate the Lease solely as to the Occupied Sixth Amendment Premises (“Current Tenant”), vacating the Expansion Premises. If current Tenant fails to vacate the Expansion Premises by October 31, 2015, provided that Tenant shall have the right to terminate this First Amendment extend such thirty (30) day period by sending an additional thirty (30) days in its sole discretion by giving written notice thereof of such extension to Landlord no later than November 20, 2015 on or before the date that is thirty (but if 30) days after the Current Tenant vacates Sixth Amendment Effective Date) whereupon (i) all of the Expansion terms and provisions of the Lease applicable to the Occupied Sixth Amendment Premises before Landlord receives such termination notice, such termination notice shall be deemed void and of no effectfurther force or effect and (ii) whereupon neither Landlord nor Tenant shall have any further amounts or other items that are based on the rentable square footage of the Occupied Sixth Amendment Premises (including, without limitation, Tenant’s parking rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment ) shall be waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (“Expansion Premises Notice”)adjusted accordingly. Notwithstanding the foregoing, if Current Tenant fails to vacate Landlord enters into the Expansion Premises Early Termination Agreement on or before April the date that is thirty (30, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 ) days after Landlord’s receipt of Expansion Premises Tenant’s Contingency Termination Notice, whereupon neither Landlord nor Tenant then Tenant’s Contingency Termination Notice will be deemed withdrawn and all of the terms and provisions of the Lease applicable to the Occupied Sixth Amendment Premises shall have any further rights, duties, or obligations under this First Amendment continue in full force and this First Amendment shall automatically terminateeffect as though Tenant’s Contingency Termination Notice were never sent.

Contingency. This First Tenant acknowledges that there is currently a tenant leasing and/or occupying the Second Extension Premises. Accordingly, this Amendment is contingent upon (the “Contingency”) on [***], both of the following: (a) the current tenant in the Expansion Premises (“Current Tenant”), vacating the Second Expansion Premises. If , and (b) the current Tenant fails tenant entering into a lease termination, relocation or reduction agreement with Landlord which provides for the current tenant to vacate the Second Expansion Premises by October on or before December 31, 20152009, on such terms and conditions as are acceptable to Landlord, in Landlord’s sole discretion. In the event that the Contingency has not been satisfied by Landlord by December 31, 2009, then, in such event, Tenant or Landlord may elect, at their respective discretion, to terminate this Amendment at any time after December 31, 2009 but before the Contingency is satisfied, whereupon neither party hereto shall have any liability to the other as a result of such termination; provided, however, Tenant shall have no right to terminate this Amendment pursuant to this sentence at any time after Landlord has commenced the performance of the Refurbishment Work. Furthermore, in the event that Landlord and the current tenant have not entered into such a lease termination, relocation or reduction agreement by September 1, 2009, Tenant shall have the right to elect to terminate this First Amendment at any time after September 2009 but before such agreement is entered into by sending written notice thereof Landlord and the current tenant, in which event Landlord shall (a) pay for the cost of the construction drawings relating to Landlord no later than November 20the Refurbishment Work (estimated to be $25,000.00), 2015 and (but if the Current b) pay Tenant vacates the Expansion Premises before Landlord receives such termination notice$65,000,00 within 30 days of Tenant’s election to terminate this Amendment; provided, such termination notice shall be void and of no effect) whereupon neither Landlord nor however, Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and pursuant to this First Amendment shall remain in full force and effect and sentence at any time after Landlord shall be obligated to deliver has commenced the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice performance of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminateRefurbishment Work.

Contingency. This First Amendment is contingent (a) Landlord acknowledges that Tenant and Xxxxxxxx-Xxxxx Corporation (“ContingencyKCC”) on [***], are currently contemplating the current tenant in the Expansion Premises closing (“Current TenantClosing”) of the distribution by KCC to its stockholders of all of the common stock of the Tenant pursuant to a Distribution Agreement to be entered into by Tenant and KCC. In the event that the Closing shall not have occurred on or before December 31, 2004, for whatever reason, or Tenant has otherwise determined that the Closing will not occur by such date (the “Trigger Date”), vacating the Expansion PremisesTenant shall have the one time right to terminate this Lease (the “Termination Option”) effective on the date which is fifteen (15) days following Tenant’s written notice (the “Termination Notice”) to Landlord exercising such Termination Option (“Termination Effective Date”). If current Upon delivery of the Termination Notice, the Tenant fails shall deliver to vacate the Expansion Landlord the Termination Fee (as hereinafter defined) in good and collectible funds. Following delivery of the Termination Notice, the Lease shall terminate effective as of the Termination Effective Date and Tenant shall be obligated to surrender the Premises by October 31unto Landlord on the Termination Effective Date and thereafter neither party shall owe any further obligation one to the other except for (i) payment of the Termination Fee, 2015(ii) any other obligations expressly set forth in this Section 47 and (iii) those obligations under the Lease which are intended to survive the expiration or earlier termination of the Lease. The Tenant and KCC have not, and do not hereby make any representation or warranty that the Closing will occur and, except for as expressly set forth in this Section 47, shall not suffer any liability herein as a result of the failure of the Closing to occur on or before the Trigger Date. Further, notwithstanding anything herein to the contrary, the Tenant shall have the right to terminate this First Amendment extend the Trigger Date by sending written notice thereof up to Landlord no later than November 20, 2015 four (4) additional months (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice shall be void and of in no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October event beyond April 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain in full force and effect and 2005) by providing the Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminatesame.

Contingency. This First Amendment Landlord and Xxxxxx acknowledge and agree that Xxxxxx’s Permitted Use is not currently permitted at the Shopping Center by virtue of certain restrictions contained in the Recorded Instruments and/or other tenant leases in the Shopping Center. Accordingly, this Lease is contingent upon Landlord obtaining any and all necessary approvals for Tenant's Permitted Use from any parties that have approval rights with respect to Tenant’s Permitted Use (the “ContingencyApproving Parties”) on [***]within thirty (30) days following the Lease Effective Date (the “Approval Period”) and upon terms and conditions satisfactory to Landlord in its sole discretion. The foregoing shall not affect Tenant’s obligation to obtain any and all necessary permits under Applicable Law from appropriate governmental entities, the current tenant in the Expansion Premises (“Current Tenant”), vacating the Expansion Premisesit being understood that Landlord shall have no obligation with respect thereto. If current Tenant fails to vacate Landlord obtains all necessary approvals within the Expansion Premises by October 31, 2015, Tenant shall have the right to terminate this First Amendment by sending written notice thereof Approval Period upon terms and conditions satisfactory to Landlord no later than November 20, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice shall be void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premisesits sole discretion, Landlord shall provide Tenant with at least 30 days’ prior deliver written notice to Tenant confirming its receipt of such approvals (the Expansion Premises Commencement Date (“Expansion Premises Approval Notice”). Notwithstanding If Landlord is unable to obtain such approvals within the foregoingApproval Period, if Current this Lease shall automatically terminate on the day immediately following the expiration of the Approval Period, and Landlord shall return to Tenant fails any Security Deposit or other amounts paid by Tenant to vacate Landlord. If any of the Expansion Premises Approving Parties impose any terms or conditions on or before April 30, 2010 Landlord and/or Tenant in conjunction with such Approving Parties’ consent of Tenant’s Permitted Use (the “Outside DateApproving Party Conditions”), Landlord shall include such terms and conditions in the Approval Notice. Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof deliver to Landlord no later than 10 its written acknowledgement and agreement to the Approving Party Conditions (the “Tenant Acknowledgement”) within ten (10) days after Xxxxxx’s receipt of Expansion Premises the Approval Notice. If Xxxxxx fails to acknowledge and agree to be bound by the Approving Party Conditions within such ten (10) day period, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment Lease shall automatically terminateterminate on the day immediately following the expiration of such ten (10) day period, and Landlord shall return to Tenant any Security Deposit or other amounts paid by Tenant to Landlord.

Contingency. This First Amendment is contingent (a) TO HAVE AND TO HOLD the Leased Premises for and during the term of sixteen (16) years (the “ContingencyTerm”) on [***]to be computed from the 1st day of May, 2014 (the current tenant in the Expansion Premises (“Current TenantCommencement Date”), vacating and to be fully complete and ended on the Expansion Premises30th day of April, 2030 (the “Expiration Date”), unless otherwise extended or terminated pursuant to the terms and conditions hereof. If current The parties acknowledge and agree that this Lease is contingent upon the Landlord and the Landlord’s affiliate, Xxxx Xxxxxxx Life Insurance Company (USA), a wholly owned subsidiary of Manulife Financial (the “Existing Landlord”), and Tenant fails entering into a termination agreement (“Existing Lease Termination Agreement”) to vacate terminate Tenant’s lease of all space in The Proscenium, having an address of 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, simultaneously with the Expansion Premises by October execution of this Lease. Among other things, such Existing Lease Termination Agreement shall provide for the following: that Tenant’s existing lease obligation at Proscenium shall terminate on December 31, 20152013; that in the event of any holdover at Proscenium under such lease after the above date, the holdover rate will be 150% of the last month’s base rental obligation with all other rents remaining the same, unless the Tenant shall have the right to terminate this First Amendment by sending written notice thereof to gives Landlord no later than November 20, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice shall be void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ four (4) months prior written notice of its election to holdover for up to two (2) months; that in such event, the Expansion Premises Commencement Date holdover rate for the initial two (“Expansion Premises Notice”). Notwithstanding 2) months of such holdover following the foregoingexpiration of the lease term will be at 110% of the last month’s base rental obligation with all other rents remaining the same, if Current Tenant fails to vacate and any additional holdover will be unauthorized and will be at 150% of the Expansion Premises on or before April 30, 2010 base rental obligation for the last month of the expired term with all other rents remaining the same; and that during the initial three (“Outside Date”)3) months of holdover, Tenant shall have the option not be liable for any consequential damages related to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor holdover; and that Tenant shall have no obligation to remove any further rightsalterations, dutiesadditions or improvements made to Tenant’s existing premises in the Proscenium building (including for example only, any telecommunications and/or computer cabling or obligations wires, all of which may be left in such premises), any removal obligation under this First Amendment and this First Amendment Tenant’s existing lease as amended shall automatically terminatebe waived by the landlord thereunder.

Contingency. This First Amendment The parties acknowledge that Landlord’s affiliate, Xxxxxx Tower Associates, LLC (“Xxxxxx Landlord”) and Tenant are, as of the Effective Date, hereof, negotiating to enter into a new lease (the “New Building Lease”) whereby the Xxxxxx Landlord will lease to Tenant certain premises in a building owned by the Xxxxxx Landlord and located at 0000 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000, commonly known as Xxxxxx Tower. The termination of the Lease, as set forth in this Agreement, is contingent upon the Xxxxxx Landlord and Tenant entering into the New Building Lease, which has become binding and under which all contingencies to the effectiveness of the New Building Lease have been removed, satisfied or waived, within ten (“Contingency”10) on [***]business days after the Effective Date of this Agreement. If, for whatever reason, the current tenant New Building Lease does not become a binding agreement with no remaining contingencies to the effectiveness thereof within ten (10) business days following the Effective Date of this Agreement, then this Agreement shall automatically become void. In the event that this Agreement automatically becomes void, then the Lease shall again be in full force and effect, any options of Tenant in effect as of the Expansion Premises (“Current Tenant”), vacating Effective Date that were terminated by this Agreement shall be reinstated; all modifications of the Expansion Premises. If current Tenant fails to vacate the Expansion Premises by October 31, 2015, Tenant shall have the right to terminate Lease set forth in this First Amendment by sending written notice thereof to Landlord no later than November 20, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice Agreement shall be void and of no further force or effect) whereupon neither Landlord nor Tenant ; and both parties shall have any further rights, duties or be and remain fully liable for their respective obligations under this First Amendment and this First Amendment shall automatically terminatethe Lease until the expiration of the Lease Term, unless the Lease is otherwise terminated by the parties prior to such expiration. Within 10 days after written request from Landlord or Tenant, This confirms that it is the mutual intention of Landlord and Tenant shall execute that either the New Building Lease and deliver a statement this Agreement both become binding and remain in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representationeffect, or assurance that Current Tenant will vacate neither this Agreement nor the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived New Building Lease becomes binding and this First Amendment shall remain remains in full force and effect and Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminateeffect.

Contingency. This First Amendment Lease is contingent (“Contingency”) on [***]NVR, Inc., a Virginia corporation, the current tenant in the Expansion Premises (“Current Tenant”), vacating the Expansion PremisesPremises by May 31, 2019. If current Current Tenant fails to vacate the Expansion Premises by October 31, 2015such date, Tenant shall have the right to terminate this First Amendment Lease by sending written notice thereof to Landlord by no later than November 20June 30, 2015 2019 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice shall be void and of no effect) whereupon whereupon: (i) the Security Deposit, or any balance thereof (i.e., after deducting therefrom at amounts to which Landlord is entitled under the provisions of this Lease) and the first month’s Base Rent, shall be returned to Tenant, and (ii) neither Landlord nor Tenant shall have any further rights, duties duties, or obligations under this First Amendment and Lease, except with respect to provisions that expressly survive termination of this First Amendment shall automatically terminateLease. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force form and substance reasonably acceptable to them confirming that the Contingency has been satisfiedsatisfied or waived. Tenant understands, acknowledges, and agrees [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015May 31,2019. If Tenant does not elect to so terminate this First AmendmentLease, such right to terminate this First Amendment Lease shall be waived waived, Tenant’s termination right in the first paragraph of this Section 2 shall not apply, and this First Amendment Lease shall remain in full force and effect and Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminateeffect.

Contingency. This First Landlord, New Landlord, Tenant acknowledge and agree that the provisions of this Fourth Amendment is pertaining to Tenant’s expansion and relocation to the New Premises are contingent on Tenant successfully securing adequate funding for its ongoing operations (the “ContingencyNew Funding”) on [***]prior to December 31, 2013 (the current tenant in the Expansion Premises (“Current TenantNew Funding Deadline”). In the event either New Landlord or Tenant determine, vacating in their respective sole and absolute discretions, that Tenant’s financial resources are insufficient to justify the Expansion Premises. If current Tenant fails expansion contemplated herein, either party may terminate the terms of this Fourth Amendment relating to vacate the Expansion Premises by October 31, 2015, Tenant shall have the right to terminate this First Amendment by sending such expansion and relocation via formal written notice thereof to Landlord no later than November 20the other made on or before the New Funding Deadline. In the event of such a notice from one party to the others, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice shall this Fourth Amendment will continue to be void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain in full force and effect effect, but only as it relates to the 7,320 rentable square foot Existing Premises and the extension of Lease Term defined in Section II above; Sections V and VIII shall not apply in such event. Between the Fourth Amendment Effective Date and the New Funding Deadline, Tenant hereby agrees to provide both Landlord and New Landlord with reasonable information on the status and potential business terms of any new funding for purposes of New Landlord’s review and analysis as such information might bear on New Landlord’s right to terminate the contemplated relocation of Tenant’s Premises to New Landlord’s property. Prior to the New Funding Deadline, either party may waive its right of termination by written notice to the other. While New Landlord may elect, in its sole and absolute discretion, to expend resources towards the design of the New Premises Landlord Work prior to the New Funding Deadline, Tenant hereby agrees and acknowledges that Landlord is under no obligation to do so and if any such design is commenced, New Landlord may elect to discontinue efforts at any time. In the event neither party has terminated the terms of the Fourth Amendment as they relate to the expansion and relocation on or before the New Funding Deadline, New Landlord shall commence and pursue design and construction of the New Premises Landlord Work with commercially-reasonable promptness. Additionally, New Landlord shall not be obligated to deliver the Expansion Premises commence and/or to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice continue build-out of the Expansion New Premises Commencement Date (“Expansion Landlord Work at any point in which Tenant is in material, uncured default under the Lease. Any such material, uncured default will not forestall Tenant’s rent obligations for the existing Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminate.Fourth Amendment. ​ ​ ​ ​

Contingency. This First Amendment is contingent (“Contingency”) on [***]Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant hereby acknowledge and agree that the current tenant Rent Commencement Date hereunder shall, unless otherwise consented to in writing by Txxxxx, be delayed until such time as Tenant has received all necessary regulatory or other approvals in connection with Txxxxx's affiliate’s proposed banking operations, and that Landlord and Tenant agree that the Expansion Premises (“Current Tenant”)Rent Commencement Date shall, vacating unless otherwise consented to in writing by Txxxxx, not occur prior to the Expansion Premises. If current Tenant fails to vacate the Expansion Premises by October 31, 2015, receipt of all such approvals as Tenant shall have the right to terminate this First Amendment by sending written notice thereof to Landlord no later than November 20deem reasonably necessary, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives in its sole discretion, in connection with such termination noticebanking operations, such termination notice shall be void and of no effect) whereupon that neither Landlord nor Tenant shall have be liable to the other as a result of any further rightssuch delay or any failure to receive any of such approvals. Should Tenant not receive such approval by March 1, duties or obligations under 2007, then Landlord may, at its option, cancel this First Amendment and this First Amendment shall automatically terminateLease. Within 10 days after written request from Landlord or TenantLANDLORD AND TENANT HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfiedBY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO, THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015TENANT ACKNOWLEDGES THAT NEITHER LANDLORD NOR ANY AGENTS OF LANDLORD HAVE MADE ANY REPRESENTATIONS OR WARRANTY WITH RESPECT TO THE PREMISES OR WITH RESPECT TO THE SUITABILITY OF EITHER FOR THE CONDUCT OF TENANT’S BUSINESS OR PROFESSION. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminate.THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK

Contingency. This First Amendment Buyer's obligation to close the purchase of the Property is contingent upon Seller delivering to Buyer subordination, non-disturbance and attornment agreements (“Contingency”the "SNDA's") on [***], and estoppel letters (the current tenant "Estoppels") from all of the tenants of the Property in the Expansion Premises (“Current Tenant”), vacating the Expansion Premisesa form reasonably required by Buyer's lender. If current Tenant fails Seller is unable to vacate deliver such SNDA's and Estoppels to Buyer on or before the Expansion Premises by October 31Closing, 2015, Tenant shall have the right to Buyer may terminate this First Amendment Agreement by sending giving written notice thereof to Landlord no later than November 20Seller on or before the scheduled date of Closing, 2015 (but if in which event the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice Earnest Deposit and acxxxxx interest thereon shall be void refunded to Buyer and of no effect) whereupon neither Landlord nor Tenant party shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015liability hereunder. If Tenant Buyer does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated to deliver the Expansion Premises SNDA's and Estoppels to Tenant as such time as Tenant vacates Seller in the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises form required by Buyer's lender on or before April 30the end of the Due Diligence Period or if Seller does not believe Seller will be able to obtain the execution of the SNDA's and the Estoppels in such form from all of the tenants of the Property, 2010 (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises Seller may terminate this Agreement by sending giving written notice thereof to Landlord no later than 10 days after receipt Buyer on or before the end of Expansion Premises Noticethe Due Diligence Period, whereupon in which event the Earnest Deposit and accruxx xxxxrest thereon shall be refunded to Buyer and neither Landlord nor Tenant party shall have any further rightsliability hereunder. If this Agreement is terminated for any reason, dutiesBuyer agrees to execute and deliver to Seller a quit claim deed releasing any right, title or interest in the Property. WHEREFORE, the parties have executed this Agreement as of the day and year first above written. BUYER: SELLER: FARRINGTON PROPERTIES, INX. XOONEY REAL PROPERTY INVESTORS-FOUR, L.P. A Missouri Limited Partnership By: /s/Bradley J. Shafer Xx: /x/Xxxxxx X. Pishny Title: Xxxxxxxxx Title: President of Maxus Capital Corp., G.P. Date: 1/28/2000 Date: 1-28-00 EXHIBIT A Legal Description of Property Lot 4, Block 2, Federal Xxxx Xxxxxxx Xxxxx Xxxxxxxn, according to the plat thereof now on file and of record in the office of the County Recorder within and for Dakota County, Minnesota. Together with a permanent easement per Document No. 543023 filed of record on August 10, 1979, Dakota County Recorder, for storm sewer and for Utility purposes over, under and across a 10' wide strip of land in Lot 3, Block 2, Federal Xxxx Xxxxxxx Xxxxx Xxxxxxxx, according to the recorded plat thereof, being the Westerly 10' of the Easterly 20' of said Lot 3. Together with and subject to a permanent easement per Document No. 543022 filed of record on August 10, 1979, Dakota County Recorder for sanitary sewer and for utility purposes over, under and across that part of Lots 3 and 4, Block 2, Fexxxxx Xxxx Xxxxxxx Xxxxx Xxxxxxxx, according to the recorded plat thereof lying Southwesterly of the following described line: Commencing at the Southerly most corner of said Lot 3; thence North 61(degree) 25' 56" West, assumed basis for bearings, along the Southwesterly line of said Lot 3, a distance of 155.52 feet; thence North 28(degree) 34 04" East, 20.00 feet to the point of beginning of the line herein described; thence North 49(degree) 43' 29" West, 266.31 feet to a point in a line 20.00 feet Northeasterly of, measured at a right angle to the Southwesterly line of said Block 2 and there terminating. Together with and subject to: Rights and obligations under this First Amendment of that declaration of easements dated March 27, 1981, filed of record April 13, 1981, with the Dakota County Recorder, as Document No. 579350. AND Outlot D, Federal Land Company Second Addition, according to the plat thereof on file and this First Amendment shall automatically terminateof record in the office of the County Recorder, Dakota County, Minnesota.

Contingency. This First Second Amendment is expressly contingent on Landlord’s ability to make the Additional Premises available to Tenant by terminating or amending the existing leases with the tenants in occupancy as of the date of this Second Amendment and obtaining a waiver of the right of first offer to lease such Additional Premises from tenants existing as of the date of this Second Amendment who have such right of first offers in their respective leases. In the event Landlord has not, within sixty (60) days of the date of this Second Amendment (the “Contingency”) on [***], the current tenant in the Expansion Premises (“Current TenantContingency Date”), vacating provided written notice to Tenant that it has (i) successfully negotiated for the Expansion termination or relocation of existing tenants in occupancy of the Additional Premises. If current Tenant fails , and (ii) obtained a waiver of the right of first offer to vacate lease such Additional Premises from tenants existing as of the Expansion Premises by October 31date of this Second Amendment who have such right of first offers in their respective leases, 2015, Tenant then either party shall have the right right, at any time after the Contingency Date, to provide written notice to the other which notice shall provide that such party intends to terminate this First Second Amendment. In the event Landlord provides notice to Tenant, this Second Amendment shall terminate upon receipt of the notice by sending Tenant. In the event Tenant delivered the notice, then Landlord shall have an additional thirty (30) days to satisfy conditions (i) and (ii) in this Section 10 and if Landlord provides written notice thereof to Landlord no later than November 20of the satisfaction of such conditions within such additional thirty (30) day period, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination Tenant’s notice shall be void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties force or obligations under this First Amendment effect and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Second Amendment shall remain in full force and effect effect. In the event that Landlord fails to satisfy conditions (i) and Landlord (ii) in this Section 10 within the additional thirty (30) day period, this Second Amendment shall be obligated terminated without penalty to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Tenant. Landlord shall provide Tenant with at least 30 days’ prior written notice a weekly status report on each of the Expansion Premises Commencement Date existing tenants in occupancy and efforts made to satisfy conditions (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 i) and (“Outside Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminateii) set forth above.

Contingency. This First Amendment The parties acknowledge that all or a portion of the Premises currently is contingent occupied by Xxxxxxx Xxxxxx & Co., Inc. (“ContingencyPrior Tenant”) on [***]pursuant to a lease dated July 23, the current tenant in the Expansion Premises 1999, as amended (“Current TenantPrior Lease”), vacating by and between Landlord (as successor in interest to EOP-La Jolla Limited Partnership, a Delaware limited partnership), and such Prior Tenant or its predecessor in interest. This Lease specifically is contingent upon Landlord, on or before November 30, 2007 (the Expansion Premises“Contingency Date”), entering into an agreement with the Prior Tenant to terminate the Prior Lease with respect to the Premises (the “Prior Tenant Agreement”). Landlord is currently negotiating the terms of the Prior Tenant Agreement with the Prior Tenant. If current the Prior Tenant fails to vacate Agreement has not been fully executed, and if all contingencies relating thereto have not been waived by Landlord or otherwise satisfied, on or before the Expansion Premises by October 31Contingency Date, 2015, Tenant shall have the right to then Landlord may terminate this First Amendment Lease by sending written notice thereof to Landlord no later than November 20notifying Tenant on or before the earlier of (i) 10 days after the Contingency Date and (ii) execution of the Prior Tenant Agreement by the Prior Tenant, 2015 (but whereupon, all security deposits and prepaid rental, if the Current any, previously paid by Tenant vacates the Expansion Premises before Landlord receives such termination notice, such termination notice in connection with this Lease shall be returned to Tenant, this Lease shall be null and void and of no force or effect) whereupon neither . LANDLORD: TENANT: UTC PROPERTIES LLC UNITED BUSINESS HOLDINGS, INC. By /s/ Xxxxxx X. Case By /s/ Xxx Xxxxxx Xxxxxx X. Case Printed Name Xxx Xxxxxx Senior Vice President, Leasing Title By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx Printed Name Xxxxxx X. Xxxxx Vice President, Operations Title EXHIBIT A 0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000 Exhibit A EXHIBIT B UTILITIES AND SERVICES The following standards for utilities and services shall be in effect at the Building. Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that reserves the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment adopt nondiscriminatory modifications and additions to these standards. In the case of any conflict between these standards and the Lease, the Lease shall be waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated controlling. Subject to deliver the Expansion Premises to Tenant as such time as Tenant vacates the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice all of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding provisions of the foregoingLease, if Current Tenant fails including but not limited to vacate the Expansion Premises on or before April 30restrictions contained in Section 6.1, 2010 (“Outside Date”), Tenant the following shall have the option not to accept the Expansion Premises by sending written notice thereof to Landlord no later than 10 days after receipt of Expansion Premises Notice, whereupon neither Landlord nor Tenant shall have any further rights, duties, or obligations under this First Amendment and this First Amendment shall automatically terminate.apply:

Contingency. This First Amendment is contingent Notwithstanding the execution and delivery of this Lease by Landlord and Tenant, Tenant shall have until September 1, 2015 (the “Contingency Date”) to deliver to Landlord either, at Tenant’s election, (i) an additional cash security deposit in the amount of $500,000.00 in accordance with the terms and conditions of Section 20.1.2 below, or (ii) the Letter of Credit in the amount of $500,000.00 as defined in, and in accordance with the terms and conditions of, Section 20.2 below (such condition shall hereinafter be referred to as the “Contingency”) on [***]). If, however, as of the current tenant in the Expansion Premises (“Current Tenant”), vacating the Expansion Premises. If current Tenant fails to vacate the Expansion Premises by October 31, 2015Contingency Date, Tenant has not satisfied the Contingency, then Landlord shall have the right to terminate this First Amendment Lease, exercisable by sending written notice thereof delivered by Landlord to Tenant on or before the date that is the earlier of (A) the date Tenant satisfies the Contingency, and (b) thirty (30) days after the Contingency Date. If Landlord no later than November 20, 2015 (but if the Current Tenant vacates the Expansion Premises before Landlord receives fails to timely deliver such termination notice, such termination notice then the Contingency shall be void and of no effect) whereupon neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment and this First Amendment shall automatically terminate. Within 10 days after written request from Landlord or Tenant, deemed waived by Landlord and Tenant shall execute and deliver a statement in force and substance reasonably acceptable to them confirming that the Contingency has been satisfied. Tenant understands, acknowledges, and agrees that Landlord makes no guaranty, representation, or assurance that Current Tenant will vacate the Expansion Premises by October 31, 2015. If Tenant does not elect to so terminate this First Amendment, such right to terminate this First Amendment shall be waived and this First Amendment shall remain in full force and effect and Landlord shall be obligated to deliver the Expansion additional cash security deposit or Letter of Credit. If Landlord timely delivers such termination notice, then: (1) this Lease shall terminate upon the date Tenant receives such termination notice; and (2) as consideration for Landlord entering this Lease and reserving the Premises to for Tenant as such time as Tenant vacates through the Expansion Premises, Landlord shall provide Tenant with at least 30 days’ prior written notice of the Expansion Premises Commencement Date (“Expansion Premises Notice”). Notwithstanding the foregoing, if Current Tenant fails to vacate the Expansion Premises on or before April 30, 2010 (“Outside Contingency Date”), Tenant shall have the option not to accept the Expansion Premises by sending written notice thereof pay to Landlord no later than 10 days after receipt a “Termination Fee” equal to $84,401.33 (which is the sum of Expansion Premises Noticethe initial Security Deposit plus the Prepaid Rent [as defined below]), whereupon neither which payment shall be effected by Landlord nor retaining and not returning to Tenant (and Landlord shall be released of any obligation to return to Tenant) the initial Security Deposit and Prepaid Rent. The parties acknowledge and agree that Landlord shall have no obligation to perform Landlord’s Work, deliver the Premises to Tenant, disburse any further rightsportion of the Tenant Improvement Allowance (as such terms are defined in the Tenant Work Letter), dutiespay any leasing commissions to the Brokers in connection with this Lease or expend any other funds (other than the Space Plan Allowance, as defined in the Tenant Work Letter) in connection with this Lease unless and until Tenant has satisfied or obligations under this First Amendment and this First Amendment shall automatically terminate.Landlord has waived the Contingency. MARINA VILLAGE [Aqua Metals, Inc.]