To the extent Prime Group is funded through additional issuances of equity, the Executiveshall be given an opportunity to purchase additional equity in an amount necessary to preserve theExecutive’s Option to purchase 3.5% percent of the Equity of Prime Group. The purchase price forsuch additional equity shall equal the price paid with respect to the additional equity issuancethat gave rise to the Executive’s additional equity purchase opportunity.The Company will provide the Executive at least ten business days notice prior toany cash distributions resulting from financing or sale transactions (as opposed to fromoperations) to the Investors such that the Executive shall have an opportunity to exercise all orany portion of the Option to purchase the Equity prior thereto and thereby be entitled to share inany such distribution. This notice obligation shall cease once the Executive has purchased all ofthe Equity.2. Purchase Loan. The Lightstone Group LLC or an affiliate thereof (“Lightstone”)will make a loan (“Loan”) available to the Executive for his purchase of the Equity pursuant to theOption. The principal and interest on the loan will be subject to a ten-year balloon repaymentwith interest accruing annually at 7%; provided that the Executive shall be required to apply thenet after-tax cash proceeds of any distributions from the Company towards payment of the Loan. TheLoan shall be secured by the Equity and non-recourse to the Executive.The Loan may be prepaid without penalty. The Loan will accelerate and become due to theextent of any transfer or sale of the Equity by the Executive other than as permitted below.3. Transfer Restrictions. No Equity issued to the Executive upon exercise of theOption may be transferred (subject to customary exceptions for estate planning, transfers at deathand transfers to an entity controlled solely by the Executive and formed solely for the benefit ofthe Executive and his immediate family), except as permitted under drag-along, tag-along orregistration rights.4. Tag-Along, Drag-Along and Registration Rights. The Executive’s Equity will besubject to customary tag-along, drag-along and registration rights.5. Termination of Restrictions. The restrictions on transfer set forth in Sections 3and 4 shall terminate in the event of an initial public offering or other transaction whereby theEquity becomes publicly traded, subject to any lock-up restrictions imposed on other employeeshareholders of the Company or its affiliates.6. Miscellaneous.(a) The validity, interpretation and effect of this Award Agreement shall be governed by thelaws of the State of Illinois, excluding the “conflicts of laws” rules thereof.
 
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(b) Signed copies of this Agreement may be executed in counterparts and/or sent by facsimileor email and shall be as effective and binding as original copies.(c) Upon the request of either the Executive or the Company, the parties agree to negotiate amore definitive agreement regarding the terms and conditions of the Option, provided, however, thatthe failure to do so will in no event make this Agreement unenforceable or ineffective.IN WITNESS WHEREOF, the parties hereto have duly executed this Award Agreement on the day andyear first above written.         PRIME OFFICE COMPANY, LLC           By: [s] David Lichtenstein       Name: David Lichtenstein      Title:   Chairman           [s] Jeffrey A. Patterson         Jeffrey A. Patterson  
 
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