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

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 ​ Letter of Intent to acquire Interlok Key Management, LLC dated as follows:

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 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 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 6] 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 7] below.

Promissory Note and Mortgage and Security Agreement among ABP Pearl Highlands LLC and The Northwestern Mutual Life Insurance Company, dated ​. The balance outstanding is approximately ​.

Base Unit Rate. ​ shall invoice ​ on a per centimeter squared base unit rate equal to ​ (​) per centimeter

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.

Performance Unit Agreement. Each Performance Unit is intended to be a Performance-Based Compensation Award, and the terms and conditions of each such Award, including the Performance Goal and Performance Period, shall be set forth in an Agreement or in a subplan of the Plan that is incorporated by reference into an Agreement. The Committee shall set the Performance Goal in its discretion for each Participant who is granted a Performance Unit.