effective as of November 30 , 2012, •by and among B OARD OF EDUCATION OF GRANITE SCHOOL DISTRICT, UTAH ("Seller"), CITY OF SOUTH SALT LAKE, UTAH ("Buyer"), and WOODBURY CORPORATION, a Utah corporation, and/or its assigns ("Woodbury"). RECITALS Effective as of April 19, 2011, Seller and Buyer entered into that certain LeaseA. Purchase Agreement (as anaended hy the First Amendment (defined below), the "Lease Agreement") with respect to certain real property in the City of South Salt Lake, County of Salt Lake, State of Utah, as more particularly described in the Lease Agreement (the "Property"). Capitalized terms used in this Amendment, but not otherwise defined have the respective meanings set forth in the Lease Agreement. Effective July 31, 2012, Buyer and Seller amended the Lease Agreement such that B. the final Renewal Term of the Lease Agreement ended on November 30, 2012 (the "First

Pursuant to the Lease Agreement, Buyer has the option to purchase the Property C. from Seller on the terms and conditions s et forth in the Lease Agreement (the "Purchase

Pursuant to a certain notice to Seller dated October 24, 2012 (the "Notice"), Buyer D. notified Seller of its intent to exercise its Purchase Option, subject to certain conditions specified therein (the "Purchase Option Conditions"). Buyer and Woodbury intend to enter into a certain Real Estate Purchase and Sale E. Agreement wherein Woodbury will agree to purchase the Property from Buyer (the "Purchase

In order to facilitate Woodbury's acquisition of the Property from Buyer pursuant F. to the Purchase Agreement, the parties hereto desire to extend the term of the Lease Agreement as well as the anticipated closing date set forth in the Notice. In conjunction with such extension and its acquisition of the Property, pursuant to G. the terms of the Purchase Agreement, Woodbury has agreed to pay to Seller the sum of $500,000 pursuant to the terms of this Amendment. Accordingly, the parties desire to enter into this Amendment amending the Lease H. Agreement to extend the term thereof as set forth herein. NOW THEREFORE, the parties hereby agree as follows:
Section 1. Renewal Term. The first sentence of Section 3.01, Article III, of the Lease

Agreement is deleted and replaced by the following:

The initial term of this Lease shall commence on the Closing Date and shall expire at midnight on June 30, 2011 (the "Initial Term"), subject to the Lessee's option to extend •the temi of this Lease for (a) one one-year renewal tern commencing July 1, 2011 and ending June 30, 2012, and (b) a final renewal term commencing July 1, 2012 and ending January 31, 2013 (herein referred to individually as the "Renewal Term" and collectively as the "Renewal Terms"), and subject to Section 3.02 hereof. Section 2. Extension Payment. On or before December 17, 2012, Woodbury shall pay to Seller the sum of $500,000.00 (the "Extension Payment"). The Extension Payment shall evidence Woodbury's completion of due diligence and receipt of an appraisal acceptable to Woodbury. The Extension Payment shall be fully earned by Seller as of December 17, 2012 and shall be nonrefundable after that date to Woodbury under any circumstance, provided that in the event Woodbury purchases the Property, such Extension Payment shall be (a) applied 100% towards the Prepayment Price to exercise the Purchase Option under the Lease Agreement; and (b) credited by the Buyer to Woodbury as part of the purchase price for the Property under the Purchase Agreement. Section 3. Base Rentals. The Base Rental payments due under the Lease Agreement for the months of December 2012 and January 2013 are $28,801.66 per month and shall be payable on or before January 31, 2013. This provision shall not affect Buyer's obligation to pay Base Rentals and Additional Rentals under the Lease Agreement, which payment of Base Rentals and Additional Rentals, as between Buyer and Woodbury, are described in the Purchase Agreement.
Section 4. Notice Extension. Seller and Buyer acknowledge that pursuant to the Notice, it was anticipated that the closing of Buyer's acquisition of the Property from Seller would take place on or about November 27, 2012 (the "Closing Date"). Notwithstanding the foregoing and in light of the extension of the term of the Lease set forth above, Seller and Buyer agree to extend the date of the Closing Date and the date for which the Notice shall remain effective until January 31, 2013 (the "Extended Closing Date"). Seller and Buyer further acknowledge that the Purchase Option Conditions as stated in the Notice shall remain valid and effective through the Extended Closing Date.

Section 5. Other Terms Unchanged. The Lease Agreement, as amended by this Amendment, remains and continues in full force and effect, constitutes a legal, valid, and binding obligation of Buyer and Seller, and is in all respects agreed to, ratified, and confirmed. Any reference to the Lease Agreement after the date of this Amendment is deemed to be a reference to the Lease Agreement as amended by this Amendment. Section 6. Counterparts. This Amendment may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Amendment and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu of the original Amendment for all purposes. {Remainder of page intentionally left blank]

IN WITNESS WHEREOF the parties have executed this Amendment to be executed by their duly authorized representatives as of the date first written above. SELLER: BOARD OF EDUCATION OF GRANITE SCHOOL DISTRICT, UTAH

nt of Boaid of Educati ATTEST: /Wale 1 By: 1441W) Name: David F. Grrett Title: Business Administrator/Treasurer BUYER: CITY OF SOUTH SALT LAKE, UTAH




By: . Randall W.00dbury, President


- . VII y. Woodbury, Vice Pi?"ITent

IFtwa Arw__

444 4am


[Signature page to Second Amendment to Lease-Purchase Agreement]

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