Common Stock. Subject to the terms of this Addendum, promptly following the Effective Date, Heritage Global will issue to President 300,000 shares of restricted Heritage Global common stock, and will issue to General Counsel 300,000 shares of restricted Heritage Global common stock, in each case in accordance with the terms and conditions of the Restricted Stock Agreement attached as Exhibit C hereto.

Common Interest. All information exchanged between the Parties representatives pursuant to this Article 6 (Intellectual Property Rights) regarding the preparation, filing, Prosecution, maintenance, or enforcement of Patent Rights, including copies of any draft or final documents or any communications received from or sent to Patent Offices or patenting authorities with respect to such Patent Rights, except to the extent publicly disclosed by such Patent Offices or patenting authorities, will be the disclosing Party’s Confidential Information. In addition, the Parties acknowledge and agree that, with regard to such preparation, filing, Prosecution, maintenance, and enforcement of the Licensor Patent Rights the interests of the Parties as licensor and licensee are to obtain the strongest patent protection possible, and as such, are aligned and are legal in nature. The Parties agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning such Patent Rights, including privilege under the common interest doctrine and similar or related doctrines.

Common Area. Throughout the Complex, Landlord shall provide paved drives and parking area for use in common by the customers and invites of Tenant and other tenants of the Building. Landlord shall maintain such parking area and all of the other common areas and facilities used for operation and maintenance of the Complex (collectively the “Common Areas” or the “Common Area”), including but not limited to, paved drives and other areas, parking area lighting standards, landscaped areas, if any, in good condition and repair. From and after the Commencement Date, Tenant agrees to pay Landlord, as Additional Rent, Tenant’s proportionate share of the cost of managing, operating, lighting, landscaping and lawn care, cleaning, roofing, removing snow, policing and security, insuring, repairing, supplying, equipping, parking lot and driveway maintenance (including restriping, resealing, and repaving, not more than once every 3 years), trash removal and recycling, replacing and properly maintaining the Common Areas, the Building and all other areas, facilities, equipment, fixtures and buildings used in the maintenance and operation of the Property, provided that capital replacements shall be amortized over their useful life (without interest and determined in accordance with general accepted accounting principles), including a fee in an amount equal to Twelve Percent (12%) of the Common Area costs incurred as aforesaid to cover Landlord’s administration and overhead cost (collectively, the “Operating Costs”). In addition, Landlord’s costs to replace the existing building systems and equipment appurtenant to and/or serving the Building, which costs of maintenance shall be amortized over their useful life (without interest and determined in accordance with general accepted accounting principles), shall constitute part of the Operating Costs to be reimbursed by Tenant. Tenant’s proportionate share as herein defined shall be equal to the product obtained by multiplying the total amount of all Operating Costs levied by seven and seventy-one hundredths percent (7.710%). Tenant’s share of such Operating Costs shall be paid in advance in monthly installments on the first day of each calendar month during the Term in an amount estimated by Landlord from time to time to provide funds sufficient to pay Tenant’s annual obligation for such Operating Costs. Within ninety (90) days after the end of each year during the Term, Landlord shall furnish Tenant with a statement of the actual amount of, and Tenant’s proportionate share of, such Operating Costs for such period (the “Annual Statement”). Within thirty (30) days after delivery of each Annual Statement to Tenant by Landlord, Tenant shall pay to Landlord, or Landlord shall credit against the next payment due from Tenant, as the case may be, the difference between the estimated payments made by Tenant during the prior period and Tenant’s correct share of the actual Operating Costs for such period, as shown on such statement. From time to time, Landlord shall notify Tenant in writing of the amount of Tenant’s monthly installments due hereunder and adjustments thereto, and Tenant shall make its installment payments accordingly. Tenant’s obligation with respect to payment of such Operating Costs incurred during the Term shall survive expiration or termination of this Lease or the termination of Tenant’s tenancy in the Leased Premises. Notwithstanding the foregoing, replacements to the roof of the Building or other buildings within the Complex shall not constitute Operating Costs for which Tenant is responsible to share payment of; provided however, Tenant shall be responsible to reimburse Landlord the actual out of pocket expenses of Landlord in replacing the roof of the Premises amortized over its useful life, provided that Tenant shall have received 3 months’ prior notice and estimated cost of any proposed roof replacement, other than in an emergency situation, and such roof replacement shall not be conducted more often than every ten (10) years.

Common Areas. Tenant shall have the non-exclusive right to use in common with other tenants in the Project, and subject to the rules and regulations referred to in Article 5 of this Lease, those portions of the Project which are provided, from time to time, for use in common by Landlord, Tenant and any other tenants of the Project (such areas, together with such other portions of the Project designated by Landlord, in its discretion, including certain areas designated for the exclusive use of certain tenants, or to be shared by Landlord and certain tenants, are collectively referred to herein as the "Common Areas"). The Common Areas shall consist of the "Project Common Areas" and the "Building Common Areas" (as both of those terms are defined below). The term "Project Common Areas," as used in this Lease, shall mean the portion of the Project designated as such by Landlord. The term "Building Common Areas," as used in this Lease, shall mean the portions of the Common Areas located within the Building designated as such by Landlord. The manner in which the Common Areas are maintained and operated shall be at the sole discretion of Landlord and the use thereof shall be subject to such rules, regulations and restrictions as Landlord may make from time to time, provided that such rules, regulations and restrictions do not unreasonably interfere with the rights granted to Tenant under this Lease and the Permitted Use. Landlord reserves the right to close temporarily, make alterations or additions to, or change the location of elements of the Project and the Common Areas; provided that no such changes shall be permitted which materially reduce Tenant's rights or access hereunder. Except when and where Tenant's right of access is specifically excluded in this Lease, Tenant shall have the right of access to the Premises, the Building, and the Project parking facility twenty-four (24) hours per day, seven (7) days per week during the "Lease Term," as that term is defined in Article 2, below.

Seller is the beneficial owner of common units of limited partnership interest of Purchaser (the “Common Units”).

“VWAP” means volume weighted average trading price of the Common Units on the National Securities Exchange on which the Common Units are listed or admitted to trading.

Percentage Interest means, with respect to a Partner, # when referring to a specific class or series of Partnership Units, such Partner’s interest in such class or series of Partnership Units as determined by dividing the number of Partnership Units in such class or series held by such Partner by the total number of Partnership Units in such class or series then outstanding, # when not referring to a specific class of series of Partnership Units, # the aggregate number of Common Units, Series A Preferred Units and any other Partnership Units of any class or series having participation rights equivalent to the rights of a Common Unit held by such Partner divided by # the total aggregate number of Common Units, Series A Preferred Units and such other Partnership Units of any class or series having participation rights equivalent to the rights of a Common Unit held by such Partner then outstanding. For purposes of determining Percentage Interest, each Series A Preferred Unit outstanding shall count as 1.22423 Partnership Units.

Section # Consideration. In consideration for the Cancellation and the Conversion (and concurrently therewith), SMLP shall issue to the General Partner 8,750,000 Common Units (the “Restructuring Common Units”). The issuance of the Restructuring Common Units, the Cancellation, the Conversion and the amendment of the Existing LP Agreement are collectively referred to herein as the “Transaction.”

“Common Units” means the Partnership Units, other than any other series of units of Limited Partner Interest issued in the future and designated as preferred or otherwise different from the Common Units, such difference including, but not limited to, with respect to the payment of distributions, including distributions upon liquidation.

Dividend Units. Dividend units shall be credited to the Director with regard to the Stock Units. Dividend units shall be calculated based on the dividends paid on shares of Common Stock. Dividend units shall be deemed to be reinvested in shares of Common Stock as of the date dividends are paid on Common Stock, shall be paid to the Director at the same time and in the same form as Stock Units are paid to the Director, and are subject to the same terms and conditions as the Stock Units, including, without limitation, the same vesting requirements.