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CONFERENCE CENTER LEASE AGREEMENT
<br />THIS CONF>sK1~NCE CENTER LEASE AGREEMENT (this "Lease") is made as of the
<br />10`x' day of September, 2007 (the "Commencement Date"), by and between the City of San
<br />Marcos, Texas, a municipal corporation of the State of Texas and a home rule city, as lessor and
<br />JQI I -San Marcos Development, LLC, a Missouri limited liability company, as lessee. Lessor
<br />(as defined herein) and Lessee (as defined herein) sometimes are referred to herein collectively
<br />as the "Parties" ox singularly as a "Party".
<br />RECITALS
<br />A. Lessor and Lessee have entered into that certain Master Development Agreement
<br />(the "Master Agreement"), dated effective March 6, 2006, providing for, among other things, the
<br />acquisition, construction, and operation by Lessee of a full service upscale hotel, and the
<br />construction by Lessor of an upscale conference center facility and related improvements,
<br />including parking areas, constructed upon the Land (defined below), containing meeting rooms,
<br />and an 80,000 square foot conference center, with one (1) large ballroom sufficient to lawfully
<br />accommodate 1,000 people for abanquet-style event.
<br />I3. Pursuant to the terms of the Mastex Agreement, Lessor has agreed to lease the
<br />Conference Center to Lessee, on the terms and conditions set forth herein, this Lease being the
<br />"Lease" referenced in the Master Agreement.
<br />ARTICLE 1
<br />Grant, Term of Lease and Certain Definitions
<br />1.1 Leasing Clause. Upon and subject to the terms and provisions contained herein,
<br />Lessor does hereby lease, demise and let unto Lessee, and Lessee does hereby take and lease
<br />from Lessor, the Leased Premises, to have and to hold the Leased Premises for the term and
<br />subject to the provisions hereinafter provided.
<br />1.2 Term. The term of this Lease shall be for a period commencing on the
<br />Operational Date and terminating on January 31, 2032 (the "Expiration llate"). Lessor shall
<br />deliver possession of the Leased Premises to Lessee on the Operational Date.
<br />1.3 Certain Definitions. The following terms shall have the meaning set forth in this
<br />Section 1.3:
<br />(a) "Affiliate" shall mean, with xespect to any Person, (a) each Person that,
<br />directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other
<br />fiduciary, ten percent (10%} or more of the capital stock having ordinary voting power in the
<br />election of directors of such Person, (b) each Person that controls, is controlled by or is under
<br />common control with such Person, and (c) in the case of individuals, the immediate family
<br />members, spouses and lineal descendants of individuals who are Affiliates of the Person. For
<br />purposes of this definition, "control" of a Person shall mean the possession, directly or indirectly,
<br />of the power to direct or cause the direction of its management or policies, whether through the
<br />2025904.1
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