Construction Consultant Approval. ​ has received advice from the Construction Consultant, satisfactory to ​, as to Construction Consultant’s determination based on on‑site inspections of the Improvements and the data submitted to and reviewed by it as part of ​’s Advance Request of the value of the labor and materials in place, that the construction of the Improvements is proceeding satisfactorily and according to schedule and that the work on account of which the Additional Advance is sought has been completed in a good and workmanlike manner to such Construction Consultant’s satisfaction within cost estimates approved by ​ and substantially in accordance with the Plans and Specifications.

Approval by Construction Consultant. ​ shall have received notification from the Construction Consultant that Completion of the Improvements has occurred and that all utilities necessary to service the Property have been connected and are in operation.

Construction Consultant. ​ acknowledges that # the Construction Consultant has been retained by ​ to act as a consultant and only as a consultant to ​ in connection with the construction of the Improvements and has no duty to ​, # the Construction Consultant shall in no event have any power or authority to give any approval or consent or to do any other act or thing which is binding upon ​, # ​ reserves the right to make any and all decisions required to be made by ​ under this Agreement and to give or refrain from giving any and all consents or approvals required to be given by ​ under this Agreement and to accept or not accept any matter or thing required to be accepted by ​ under this Agreement, and without being bound or limited in any manner or under any circumstance whatsoever by any opinion expressed or not expressed, or advice given or not given, or information, certificate or report provided or not provided, by the Construction Consultant with respect thereto, # ​ reserves the right in its sole and absolute discretion to disregard or disagree, in whole or in part, with any opinion expressed, advice given or information, certificate or report furnished or provided by the Construction Consultant to ​ or any other person or party, and # ​ reserves the right to replace the Construction Consultant with another construction consultant at any time and without prior notice to or approval by ​.

Construction Consultant Certificate. Each Advance Request relating to Hard Costs shall be accompanied by a certificate or report of the Construction Consultant to the ​ based upon a site observation of the Project made by the Construction Consultant not more than thirty (30) days prior to the date of such draw, in which the Construction Consultant shall in substance: # for the Initial Additional Advance only, indicate its review and acceptance of the Plans and Specifications; # verify that the portion of the Improvements completed as of the date of such site observation has been completed substantially in accordance with the Plans and Specifications; and # state its estimate of # the percentages of the construction of the Improvements completed as of the date of such site observation on the basis of work in place as part of the Improvements and the Project Budget, # the Hard Costs actually incurred for work in place as part of the Improvements as of the date of such site observation, # the sum necessary to complete construction of the Improvements in accordance with the Plans and Specifications; and # the amount of time from the date of such inspection that will be required to achieve Completion of the Improvements.

The fees of the Construction Consultant shall be paid by ​ within twenty (20) days after billing therefor and expenses incurred by ​ on account thereof shall be reimbursed to ​ within twenty (20) days after request therefor, but neither ​ nor the Construction Consultant shall have any liability to ​ on account of # the services performed by the Construction Consultant, # any neglect or failure on the part of the Construction Consultant to properly perform its services or # any approval by the Construction Consultant of construction of the Improvements. Neither ​ nor the Construction Consultant assumes any obligation to ​ or any other Person concerning the quality of construction of the Improvements or the absence therefrom of defects.

Consultant. A person or entity rendering consulting or advisory services to the Company or an Affiliate who is not an “employee” for purposes of employment tax withholding under the Code or a director of the Company or an Affiliate.

Construction Consultant/Duties and Access. ​ shall permit ​ to retain the Construction Consultant at the reasonable cost of ​ to perform the following services on behalf of ​:

#​ shall submit to ​ and Construction Consultant copies of all change orders entered into with respect to the Improvements within fifteen (15) days after the same are entered into, irrespective of whether the same require the prior approval of ​ and Construction Consultant pursuant to this Agreement.

Approval. This Agreement is subject to prior review and approval of the Compensation Committee of the Company’s Board.

The Plan will be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws.