121-10 Agreement

Atlanta, GA 30326 Attention: Carolyn H. Inglis, Vice President, Client Relations Manager If to Licensee: West Orange Town Hall Municipal Clerk 66 Main Street, Town Hall West Orange, NJ 07052 With a copy to: Attn: Richard Trenk Esq. Township Attorney c/o Trenk DiPasquale 347 Mt. Pleasant Avenue Suite 300 West Orange, NJ 07052 A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of registered or certified mail, three business days after deposit in the United States mail; or in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day. 14. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which collectively shall be deemed one and the same instrument. 15. No Liens, No Recordation, No Commissions, No Jury Trial. Licensee shall have no power to create and shall not permit any mechanics’, materialmens’ or other lien on or with respect to the Licensed Area, the Building, the Property or any portion thereof, and any such liens are hereby prohibited. No party shall or may record or register of Public Record, this instrument or any short form memorandum hereof. Each of the parties represents and warrants to the other that it has not dealt with any broker or finder in connection with this instrument; and each party (an “indemnifying party”) agrees to indemnify, defend and hold the other parties hereto (“indemnified parties”), harmless from and against all costs, losses, claims, damages and attorneys’ fees (“losses”) arising out of any claim for fee or other reimbursement or remuneration by a party (“broker”) for the services or efforts of finding the artist and/or the securing of the Mural, which broker is not herein disclosed and which broker’s claim(s) arise out of the indemnifying party’s agreement(s) or other communications or arrangements. ALL PARTIES HERETO EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION

arise out of the indemnifying party’s agreement(s) or other communications or arrangements. ALL PARTIES HERETO EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION ARISING OUT OF OR IN CONNECTION HEREWITH. 16. Subordination. This Agreement and any and all rights of Licensee 16819942.2 6

hereunder are and shall be subordinate to any and all existing and future mortgages and ground leases on or with respect to the Building or the land on which it is situate, or the Property. The foregoing subordination shall be automatically self-operative without the necessity of any further writing. Notwithstanding anything contained in this Agreement to the contrary, this Agreement creates only a license and Licensee is not granted, and shall not have, any possessory interest, estate or rights in or with respect to the Building, any part thereof, or within the Building or the land on which the Building is situate, and this Agreement shall not constitute an encumbrance on or with respect to the Building, the land on which it is situate or the interests of Owner or any ground lessor therein or with respect thereto. 17. Third Party Beneficiary. Licensee acknowledges that Tenant is an intended third-party beneficiary of this Agreement, and agrees that, as such, Tenant shall have the right to enforce this Agreement. [Continues on the following page; balance of this page intentionally left blank] 16819942.2 7

Continuation of and signature page for that certain LICENSE AGREEMENT by and between RREEF America REIT III Corp. JJ (“Owner”) and The Township of West Orange, a municipal corporation of the State of New Jersey (“Licensee”), respecting the installation of the “Mural” described above on a wall of a building occupied by the Tenant AMC Entertainment International, Inc. at that certain Shopping Center known as Essex Green Shopping Center generally situated at 455 Prospect Avenue in the Township of West Orange, County of Essex, State of New Jersey. EXECUTED by Owner and Licensee under seal as of the date first above written. Owner: RREEF AMERICA REIT III CORP JJ By: ____________________________ Philip C. Pearson, CLS Title: Assistant Vice President Date: As of the Date first set forth above The Township of West Orange, A municipal corporation of the State of New Jersey By: __________________________ Its: Date: As of the Date first set forth above Attachments: Exhibit “A” – Licensed Area Exhibit “B” – Approved Mural Exhibit “C” – Installation Criteria Joinder and Consent of Tenant 16819942.2 8

EXHIBIT “A” Licensed Area 16819942.2 9

EXHIBIT “B” Approved Mural 16819942.2 10

EXHIBIT “C” Installation Criteria 1. Not less than ten (10) days prior to Licensee commencing the Mural, Licensee shall submit to Owner and Tenant in writing a proposed “staging plan” setting forth (i) the area to be used by Licensee in installing the Mural, (ii) any scaffolding and/or barricades to be utilized and their locations in relation to the Building, (iii) any storage or other areas on the Property to be used in connection with installing the Mural, and (iv) the expected time period required for installing the Mural. Such staging plan shall be subject to the review and approval of Owner and Tenant, such approval not to be unreasonably withheld, provided that approval shall not be considered unreasonably withheld if the staging plan shall indicate that it may (x) interfere with or disturb Tenant’s business or the business of any other tenant of the Property, (y) obscure the signs, entrances or show windows of Tenant or any other tenant of the Property, or (z) block reasonable access through the Property. No work shall commence unless and until Owner and Tenant have approved the staging plan for the Mural. 2. The Artist shall be “Billy the Artist” from New York City, New York. 3. The Mural shall be painted directly on the Building’s exterior wall. 4. The Mural shall not be illuminated. 5. The Mural shall be coated with ultra-violet protective, anti-graffiti paint. 16819942.2 11

JOINDER AND CONSENT OF TENANT AMC ENTERTAINMENT INTERNATIONAL, INC., a Delaware corporation (“ Tenant”), hereby certifies that it is the holder of a leasehold interest in the Licensed Area. Tenant hereby joins in and consents to the foregoing License Agreement to evidence its consent and agreement to the grant of the License and the painting of the Mural in accordance with the terms, covenants, conditions and provisions of the License Agreement. Any notices provided to Owner pursuant to the License Agreement shall also be provided to Tenant in the manner provided in the License Agreement at the following address: To Tenant: AMC ENTERTAINMENT INTERNATIONAL, INC. c/o American Multi-Cinema, Inc. 920 Main Street Kansas City, Missouri 64105 Attention: Lease Administrator Executed by Tenant this _____ day of May, 2010. TENANT: AMC ENTERTAINMENT INTERNATIONAL, INC., a Delaware corporation By: ______________________________ Name: Mark McDonald Title: Executive Vice-President 16819942.2 12