“Acquisition Proposal” has the meaning set forth in Section 3.3 above.

This Binding Proposal is based on the following assumed financing structure:

Proposal for Architectural Services, dated June 17, 2015, by Smith Consulting Architects

Mill Road looks forward to discussing this Proposal at your earliest convenience.

Predatory Lending Regulations; High Cost Loans. No Mortgage Loan # is classified as High Cost Mortgage Loans or # is subject to [Section 226.32] of Regulation Z or any similar state law (relating to high interest rate credit/lending transactions). No Mortgagor

Consulting Fee/Cost and Expenses/Payment. The Company and Consultant agree:

Cost and Maintenance; Change and Replacement. The actual costs of the ​’s Signage and the installation, design, construction and any and all other costs associated with the ​’s Signage, including, without limitation, utility charges and hook-up fees, permits, and maintenance and repairs, shall be the sole responsibility of ​. Should the ​’s Signage require repairs and/or maintenance, as determined in ​’s reasonable judgment, ​ shall have the right to provide notice thereof to ​ and ​ (except as set forth below) shall cause such repairs and/or maintenance to be performed within thirty (30) days after receipt of such notice from ​, at ​’s sole cost and expense; provided, however, if such repairs and/or maintenance are reasonably expected to require longer than thirty (30) days to perform, ​ shall commence such repairs and/or maintenance within such thirty (30) day period and shall diligently prosecute such repairs and maintenance to completion. Should ​ fail to perform such repairs and/or maintenance within the periods described in the immediately preceding sentence, ​ shall, upon the delivery of an additional five (5) business days’ prior written notice, have the right to cause such work to be performed and to charge ​ as Additional Rent for the actual cost of such work. Subject to ​’s agreement to comply with the terms of this Section 23.2.4, ​ shall be permitted to change and/or replace the ​’s Signage periodically in ​’s reasonable discretion. Upon the expiration or earlier termination of this Lease or upon any earlier termination of ​’s rights to the ​’s Signage as set forth herein, ​ shall, at ​’s sole cost and expense, cause the ​’s Signage to be removed and shall cause the areas in which such ​’s Signage was located to be restored to the condition existing immediately prior to the placement of such ​’s Signage except for # reasonable wear and tear, # damage by casualty that is not ​’s obligation to repair hereunder, or # repairs which are specifically made the responsibility of ​ hereunder. If ​ fails to timely remove the ​’s Signage or to restore the areas in which such the ​’s Signage was located, as provided in the immediately preceding sentence, then ​ may perform such work, and all actual costs incurred by ​ in so performing shall be reimbursed by ​ to ​ within thirty (30) days after ​’s receipt of an invoice therefor. The terms and conditions of this Section 23.2.4 shall survive the expiration or earlier termination of the Lease.

Actual Cost and Equitable Adjustment, Margins. Determinations of “the Contractor’s actual cost” or similar wording or “equitable adjustment” shall be made based on the Contractor’s actual costs (direct and indirect, and in the case of general and administrative and overhead, using Contractor’s published annual general and administrative rates that are used for its government and other customers generally) plus margin (in the case of equitable adjustment) and in a manner consistent with the manner in which the Contractor internally accounts for the actual costs associated therewith generally throughout its programs (and which is subject to review by the independent auditor, under Article 29). In each case where the Contract refers to a margin payable to the Contractor or with respect to items acquired from the Contractor or Subcontractors, such margin shall equal the amount specified in the Contract (if any such amount is specified) or where the amount of a margin provided for in the Contract is not so specified, such as in the case of equitable adjustment, the

Non-Reliance/Agreements and

“On or prior to June 10, 2015, Issuer shall deliver to the Noteholders a counter-proposal and term sheet in response to the Noteholders’ proposed term sheet, dated June 2, 2015, for a proposal to obtain restructuring or repayment of the outstanding Obligations under the Second Lien Indenture.”