121-10 Agreement

121-10 LICENSE AGREEMENT THIS LICENSE AGREEMENT (“the Agreement”) is entered into this ____ day of May, 2010 (the “Effective Date”), by and between RREEF America REIT III Corp. JJ, a Maryland corporation (“Owner”) and The Township of West Orange, a municipal corporation of the State of New Jersey (“Licensee”). RECITALS Owner is the owner of certain real property known as Essex Green Shopping Center (the “Property”), generally situated at 455 Prospect Avenue in the Township of West Orange, County of Essex, State of New Jersey. Licensee has requested a license to have a mural (the “Mural”) painted on the south side of that certain building (the “Building”) at the Property currently occupied by AMC ENTERTAINMENT INTERNATIONAL, INC., a Delaware corporation (“Tenant”) as an AMC movie theater. Owner is willing to grant to Licensee such license subject to and in accordance with the terms, conditions, covenants, and provisions of this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and Licensee agree as follows: 1. Grant of License. Subject to the terms, conditions, covenants and provisions of this Agreement, Owner hereby grants to Licensee a non-exclusive, non- transferable license (the “License”) for the sole purpose of having the Mural painted on that portion of the Building which is marked and shown on the picture attached hereto as Exhibit “A” (the “Licensed Area”). Licensee agrees that the Mural shall be sized so as to “fit” the Building and, notwithstanding the Licensed Area as shown on Exhibit “A”, shall occupy that portion of the Building from the area above the green bricks (located approximately half-way up the wall) to the roofline of the Building. Licensee further agrees that the Mural shall not be illuminated, and Owner shall have no responsibility or liability to provide lighting of the Mural. Owner shall also provide to Licensee reasonable non-exclusive access to, and reasonable non-exclusive use of, space or pathways adjacent to the Building, as provided by Owner in Owner’s reasonable but exclusive discretion, as reasonably

reasonable non-exclusive access to, and reasonable non-exclusive use of, space or pathways adjacent to the Building, as provided by Owner in Owner’s reasonable but exclusive discretion, as reasonably necessary and incident to painting the Mural. During the term of the License, Licensee shall also provide and maintain a bronze plaque, to be attached to the Building in an area below the Mural, identifying the artist and the date of installation of the Mural. The size, location, design and method of attachment of the bronze plaque shall be subject to the prior written approval of Owner and Tenant, such approval not to be unreasonably withheld. 2. Term of License. The License granted hereunder shall be for a term of 16819942.2 1