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NdEMORANDiJM OF RESTRICTIVE COVENANTS �'� 12 0 2 5 4 C On the date of this Memorandum of Restrictive Covenants (the "Memorandum"), Grand Island Mall, Ltd., a Nebraska limited partnership ("La.ndlord"), and ShowPlex Cinemas, Inc., a Texas corporation ("Tenant"), have consummate the transactions contemplated under the Lease Termination Agreement (the "Termination A�eernent") dated March 16, 2012. Landlord is the owner of the Grand Island Mall loc�.ted at 2228 North Webb Road, Hall County, Grand Island, Nebraska 68803, including the premises previously occupied by Tenant at such address prior to the Lease Termination (the "Premises"). The legal description for the Premises is attached hereto as Exhibit A . As partial consideration for the Termination Agreement, Tenant agreed to leave and quitclaim to Landlord certain items of personal property (including theater seats, screens, concession and projection equipment) in tlne Premis�s following the termination of its lease, and (b) Landlord agreed that the Premises would not be t�sed for a period of three (3) years following the date of this Memorandum as a First Run Theatre (which term includes a movie theatre that generally displays widely released feature films within six (6) months of their release). This instra�ment is only intended to be a memorandum of the restrictions arising under the Termination Agreement, and reference is made to such Termination Agreement for the full agreement between the parties. This Memorandum is not intended to modify any term, provision or condition of the Termination Agreement and to the extent of any conflict between this Memorandum and the Termination Agreement, the Termination Agreement will control. This Memorandum is executed for the purpose of recorda.tion to give notice of all of the terms, provisions and conditions of the Termination Agreement, including, specifically, the restrictions set forth therein on I.andlord's ability to allow the Premises to be used as a First Run Theater during the three-year period f�ilowing the d�te of this Memorandum. [Signature Page Follows] DAL:826757.2