WHEREAS, the Parties now desire to terminate the License Agreements and resolve and settle allmatters related to the License Agreements;     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein andsubject to the terms and conditions hereof, and for good and adequate consideration, thesufficiency of which is hereby acknowledged, the Parties hereto, intending legally to be bound,agree as follows:**Statement of Agreement**     1. **Termination of License Agreements:** The License Agreements are each herebyterminated as of the date hereof (the “Effective Date”), with such terminations governed by Article24 of the EPE License Agreement and Article 22 of the MAE License Agreement, respectively, and suchArticles are expressly incorporated by reference herein, notwithstanding the termination of theLicense Agreements.     2. **Covered Proceeds:** In exchange for the termination of the License Agreements andthe other terms contained herein, the FX Luxury Parties, jointly and severally, agree to pay to EPEand MAE 10% of any Covered Proceeds attributable to their direct orindirect beneficial ownership of a Covered Party that flows throughto a Covered Party, without duplication, up to a cumulative maximum of $10,000,000. “Covered Proceeds” shall be defined asnet distributable proceeds and fees generated from the Covered Property to the extent received by aCovered Party (and permitted to be distributed pursuant to the termsof any unaffiliated third party loanagreement) from (i) a sale of Covered Property or a sale by aCovered Party of any interest in a direct or indirect subsidiary of aCovered Party or (ii) operations or capital transactions relatedto a Covered Party, in each case in excess of those expenses reasonably necessaryor incurred to provide services and/or operate or maintain theCovered Property, including reasonable compensation for executives directlyrelated to revenue generating activities relating to the CoveredProperty and reasonablereserves. “Covered Proceeds” shall exclude sums used for the repayment, reimbursement or distributionof any loans orcapital contributions or the payment of principal or interest, ineach case made after the Effective Date with respect to the Covered Property. “Covered Party” shall be FX Luxury, FXREE, FX Luxury Las Vegas Parent, LLC, FX LuxuryLas Vegas I, LLC and FX Luxury Las Vegas II, LLC and any subsidiary of, or successor to, theforegoing entities which have an interest in the Covered Property and in which any of the foregoinghas a direct or indirect equity interest. The “Covered Property” shall be all or any portion ofthe 17.72 acres currently owned by FX Luxury Las Vegas I, LLC and FX Luxury Las Vegas II, LLC.     3. **Early Buyout Period**: At any time during the Early Buyout Period, each CoveredParty shall have the right to buy out EPE’s and MAE’s participation right contained in Section 2above (the “Early Buyout Right”). In the event the Early Buyout Right is exercised, the FX LuxuryParties shall pay to MAE and EPE at the time of such exercise: (a) $3.3 million, plus interest(the “Early Termination Minimum”), which amount shall not be paid from Covered Proceeds, plus (b)10% of the Covered Proceeds received through the Early Buyout Period and not previously paid, butin no event more than $10 million for the sum of both. The “Early Buyout Period” shall be theperiod commencing on the Effective Date and terminating at the earlier of (i) the date ofsatisfaction of the Early Termination Minimum and (ii) five years and one month from the EffectiveDate; provided that if any sale transaction of the Covered Property occurs within six months of thelast day of the Early Buyout Period, then 10% of the Covered Proceeds derived from such saletransaction shall also be paid to EPE and MAE (but in no event
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shall the proceeds under (a) and (b) above, plus these proceeds, exceed $10 million).Interest shall be computed on the Early Termination Minimum at 7% per annum, compounded annually,only from the third anniversary of the Effective Date until the date of satisfaction of the EarlyTermination Minimum if the Early Buyout Right is exercised.     4. **Payment Terms:** All amounts paid to EPE and MAE pursuant to this Agreement shall bepaid 90% to EPE and 10% to MAE. FX Luxury shall pay any amounts due hereunder within two businessdays of the receipt of any Covered Proceeds by a Covered Party. Any past due amount by FX Luxurypursuant to this Agreement shall bear interest at a rate of 7% per annum, compounded annually, fromthe due date until the date of payment. All payments and any applicable interest thereon shall bemade payable to EPE and MAE, either by check or utilizing electronic bank transfer paid, on behalfof FX Luxury, to:in the case of EPE: