Billboard Entitlement. Seller desires entitlements for a new, static two- sided billboard, not to exceed 1,500 sf per side (the “New Billboard”), which New Billboard will be located on the Billboard Easement Area. Buyer and Seller shall jointly pursue the entitlements and approvals necessary (i) to approve the Easement Agreement and the Billboard Easement Area (the “Easement Approvals”), and (ii) to permit the construction and operation of the New Billboard on the Billboard Easement Area (the “New Billboard Entitlements”). The New Billboard Entitlements shall include a Development Agreement between Buyer and Seller (the “Development Agreement”), which Development Agreement shall be negotiated during the Entitlement Period (as defined in Section 1.5.3). To facilitate the issuance of the Easement Approvals and the New Billboard Entitlements, during the Due Diligence Period, Buyer and Seller shall use good-faith efforts to negotiate and finalize a revenue sharing agreement (the “Revenue Sharing Agreement”) which gives Buyer, for a term of 30 years, 30% of the difference between X and Y, where X equals the annual gross revenue actually received by Seller for the New Billboard (without regard to or deduction for any expenses or costs to build, construct or maintain the New Billboard), and Y equals $55,000. Buyer’s share shall be paid by Seller quarterly based upon an estimate of the annual gross revenue to be received by Seller for the New Billboard, with an annual reconciliation to be completed within 90 days of the end of each year. The terms of the Revenue Sharing Agreement are not limited to the terms contained in the prior sentences, but shall include such terms at a minimum, as well as other terms negotiated by Buyer and Seller. The Revenue Sharing Agreement shall be attached to and incorporated as a part of the Development Agreement. As initial steps in the effort to negotiate the Revenue Sharing Agreement and to secure the New Billboard Entitlements, within 60 days of the Effective Date: (i) Seller shall provide to Buyer an analysis from OUTFRONT Media or another reputable billboard consultant which sets forth the projected costs, recapture time frame and cash flows to the parties from the New Billboard; and (ii) Seller shall provide to Buyer a conceptual plan of the New Billboard and the Billboard Parcel for Buyer’s reasonable approval. Buyer shall not be responsible for any costs of construction, repair or maintenance associated with the New Billboard.
