The following restrictive covenants of record itemized below:

Section # Restrictive Covenants in Employment and Other Agreements.

The Preferred Stock and the Conversion Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Preferred Stock or Conversion Shares, other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Preferred Stock or Conversion Shares under the Securities Act.

Restrictive Legends. The Company may place a legend or legends on any certificate representing Shares issued in settlement of vested Units summarizing transfer and other restrictions to which the Shares may be subject under applicable securities laws, other provisions of this Agreement, or other agreements contemplated by Section 13 of this Agreement. You agree that in order to ensure compliance with the restrictions referred to in this Agreement, the Company may issue appropriate “stop transfer” instructions to its transfer agent.

RESTRICTIVE LEGENDS. The shares of Common Stock issued in respect of your Award shall be endorsed with appropriate legends as determined by the Company.

Shulman acknowledges that: # due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and # Shulman’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

Greenblatt acknowledges that: # due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and # Greenblatt’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

Lyke acknowledges that: # due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and # Lyke’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

Silva acknowledges that: # due to the nature of his duties, he has and will continue to have access to and will acquire confidential information relating to the business and operation of the Company: and # Silva’s expertise and background would enable him to compete with the business of the Company, which is the ownership, control, development, management and operation of real property;

Restrictive Covenant. The Employee acknowledges and recognizes the highly competitive nature of the Company's business and the goodwill, continued patronage, and specifically the names and addresses of the Company's Clients (as hereinafter defined) constitute a substantial asset of the Company having been acquired through considerable time, money and effort. Accordingly, in consideration of the execution of this Agreement, in the event the Employee's employment is terminated by reason of disability pursuant to Section 6(b) or for Cause pursuant to Section 6(c) or if the Employee voluntarily terminates this Agreement pursuant to Section 6(e), then the Employee agrees that during the Restricted Period and within the Restricted Area, the Employee will not, directly or indirectly, solicit, induce or influence any of the Company's Clients which have a business relationship with the Company at the time during the Restricted Period to discontinue or reduce the extent of such relationship with the Company.