Unit. A Unit means an interest of a Limited Partner in the Limited Partners’ Capital of the Partnership with an original subscription value of $5,000.00.

ABP Pearl Highlands LLC (a Hawaii limited liability company)

For and in consideration of mutual benefit, the receipt of which is hereby acknowledged, Butte Highlands Mining Company, Inc. (“Butte Highlands”) and InterLock Key Management, LLC.(now Interlok Key Management, Inc.) (“INTERLOK”) (collectively, the “Parties”) hereby agree to revise Paragraph 6 of the June 16, 2016 Letter of Intent to acquire Interlok Key Management, LLC dated as follows:

Unit Certificates. Series C Preferred Units shall initially be represented by book entries in the records of the Partnership. At the election of a Holder, such units may be represented by unit certificates substantially in the form set forth as ‎[Exhibit B] hereto, with such changes or revisions thereto as the Partnership may reasonably deem is appropriate.

Unit Award. The Corporation hereby awards the Employee [Number] Units pursuant to the 2017 Viad Corp Omnibus Incentive Plan (Plan), subject to the terms, conditions, and restrictions of such Plan and as hereinafter set forth.

Unit Value. Each Performance Unit will have a “Target Value” of one (1) share of Common Stock. Based upon actual performance during the Performance Period against the Performance Measures set forth in Section 7 below, the Payment Value of each Performance Unit may range from a minimum of 0 shares to a maximum of two (2) shares as determined in Section 8 below.

Promissory Note and Mortgage and Security Agreement among ABP Pearl Highlands LLC and The Northwestern Mutual Life Insurance Company, dated November 20, 2014. The balance outstanding is approximately $74,570,000.

The Company shall establish and maintain, as appropriate, separate unfunded Stock Unit Accounts for each Director who has elected that any portion of his or her Deferred Cash Compensation be credited to a Stock Unit Account.

Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient and the Company. Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a reduction in the Participant’s other compensation.

Performance Unit Awards. A Participant shall be eligible to receive a pro-rated share of any outstanding award of Performance Units granted to a Participant in accordance with the terms of the LTIP (a “Performance Unit Award”), provided that the Participant’s Termination is not due to Termination of Employment Due to the Participant’s Retirement or Triggering Event (as defined in such Performance Unit Award). This pro-rated share of any Performance Unit Award shall be calculated by multiplying: # the Performance Unit Award the Participant would have earned for the full performance period based on the performance of the AEP System Companies as determined at the end of the applicable performance period by # a fraction, the numerator of which is the number of full months of the Participant’s participation from the Grant Date specified in the Performance Unit Award until the Termination Date and the denominator of which is the total number of months in the applicable performance period for the Performance Unit Award.