COST SHARING AGREEMENT

This Cost Sharing Agreement (this “Agreement”) is made this 30th day of October, 2012, by and between 810 AC LLC (“810”), an Ohio limited liability company, and 4300 East Fifth Avenue LLC (“4300”), an Ohio limited liability company.

WHEREAS, 810 has acquired the real estate located at 810 Aircenter Drive, Columbus, Ohio (“Building 4”) and 4150 East Fifth Avenue, Columbus, Ohio (“Building 6” and collectively with Building 4, the “Property”) from 4300 or a related entity to 4300; and

WHEREAS, the roof of Building 6 is in need of replacement; and

WHEREAS, the domestic water service on the Property currently serves other property owned by an entity related to 4300 in addition to the Property and must be separated as a condition to 810’s acquisition of the Property; and

WHEREAS, the parties hereto have agreed to perform and share the cost of the Roof Replacement on the terms and conditions contained herein.

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree to the foregoing Recitals and as follows:

1.    4300 will replace the roof of Building 6 (the “Roof Replacement”) in accordance with the scope of work attached hereto and made a part hereof as Exhibit A and any terms, conditions, specifications or other requirements to obtain a building permit, final approval or warranty for such work (collectively, the “Scope”). 810 may request at any time that the Scope be modified, amended, clarified or upgraded (“Change Order”). Within ten (10) business days after any such request, 4300 shall provide the costs and delays (if any) associated with such Change Order to 810. 810 shall agree to accept such costs and delays in writing within five (5) business days thereafter or shall be deemed to have elected to waive such Change Order request. Upon acceptance of the costs and delays associated with any Change Order by 810, 4300 shall perform the Roof Replacement in accordance with such Change Order.

2.    4300, at its sole cost, will separate the domestic water lines serving Building 7 and the remainder of the Air Center from the domestic water lines serving Building 6 and/or Building 4 and provide evidence thereof to 810.

3.    During the Roof Replacement, 4300 shall inspect and evaluate the performance of the Roof Replacement contractor in compliance with good construction practices, and 810 and its

subcontractors shall be permitted the right to inspect and evaluate the work for compliance with the Scope and good and workmanlike construction. 810 shall note any discrepancies between the work performed and the Scope (or good and workmanlike construction) to 4300 and 4300 shall cause the contractor to remedy such discrepancies at the contractor’s sole cost. Each party shall pay their own costs of inspection and evaluation of the Roof Replacement; 4300 shall cause the contractor to remedy any deficiencies identified at the contractor’s cost.

4.    a.    So long as no lien has been filed in connection with the Roof Replacement that has not been released, 810 shall pay to 4300 $750,000 within ten (10) days after delivery to 810 of (a) a certificate from the contractor performing the Roof Replacement that the Roof Replacement is at least twenty-five percent (25%) complete; and (b) a lien waiver from such contractor evidencing payment of such amount (or more).

b.    So long as no lien has been filed in connection with the Roof Replacement that has not been released, 810 shall pay to 4300 $750,000 within ten (10) days after delivery to 810 of (a) a certificate from the contractor performing the Roof Replacement that the Roof Replacement is at least fifty percent (50%) complete; and (b) a lien waiver from such contractor evidencing payment of such amount (or more).

c.    So long as no lien has been filed or threatened in connection with the Roof Replacement that has not been released, 810 shall pay to 4300 $750,000 within ten (10) days after delivery to 810 of (a) a certificate from the contractor performing the Roof Replacement that the Roof Replacement is seventy-five percent (75%) complete; and (b) a lien waiver from such contractor evidencing payment of such amount (or more).

d.    Within ten (10) days after 4300 has provided to 810: (1) the warranty described on Exhibit A; (2) a lien waiver from the general contractor performing the Roof Replacement and an AIA affidavit confirming that it has paid all subcontractors providing work in connection with the Roof Replacement; (3) lien waivers from any subcontractor that provided a Notice of Furnishing to 810 or requested a copy of the Notice of Commencement in connection with the Roof Replacement; (4) lien releases from any contractor who filed a lien in connection with the Roof Replacement; and (5) a certificate of occupancy or other confirmation from the City of Columbus that the Roof Replacement was performed in accordance with law; and (6) confirmation from the general contractor performing the Roof Replacement that the Roof Replacement was performed in accordance with the Scope and all approved Change Orders, 810 shall pay to 4300 the remainder of the cost of the Roof Replacement in accordance with the Scope, up to a maximum of $3,000,000, plus the cost of any approved Change Orders less any credits as provided below. 4300 hereby represents and warrants that the cost of the Roof Replacement will exceed $3,000,000, net of Change Orders.

5.    The Roof Replacement and the water separation described in paragraph 2 above shall be performed in a good and workmanlike manner and in a manner reasonably designed to minimize interference with the business operations within the Property. Minimizing interference includes, but is not limited to, avoiding setting off alarms or leaving the roof unprotected during

weather events but does not include work procedures (such as working only during nights and weekends) that would materially increase costs unless 810 is willing to accept such increased costs. In the event business is interrupted at Building 6 due to 4300’s failure to comply with these requirements, 810 shall give 4300 notice thereof and 4300 shall exercise good faith efforts to cause such matter to be cured without delay.

6.    In the event that 4300 does not complete the work described in paragraph 2 within four (4) months after the date hereof, 810 may, at its sole option, after written notice and a thirty (30) day opportunity to cure, undertake to complete such work. Any amounts paid by 810 for completion of such work shall be credited to amounts due from 810 for the Roof Replacement and therefore will reduce the contribution of 810 to the Roof Replacement.

7.    Within one hundred twenty (120) days after the date hereof 4300 shall provide 810 a building permit for the Roof Replacement and enter into a contract to perform the Roof Replacement, and shall thereafter prosecute such work to completion with due diligence and in good faith. In the event 4300 has not entered into a contract and provided the same to 810 (which may be redacted as to price) on or before such one hundred twentieth (120^th) day or completed the Roof Replacement within fourteen (14) months after the date hereof, plus any period caused by any proposed or approved Change Order(s), 810 may, upon written notice and a thirty (30) day opportunity to cure, enter into such an agreement for the Roof Replacement with a contractor of its choice and 4300 shall pay to 810 all costs of the Roof Replacement incurred by 810.

8.    Miscellaneous.

a.    In any dispute regarding this Agreement, the prevailing party shall be entitled to recover from the other party its reasonable costs of enforcement including reasonable attorney’s fees and costs, inspection, consultant and expert fees and court costs.

b.    All notices and other communications in connection with this Agreement to a party hereto shall be in writing and shall be deemed to have been duly given when delivered by hand or when deposited in the United States mail with first class postage prepaid or when delivered to any nationally recognized overnight courier with delivery charges paid to such party at its last known address, or to such other person or address as such other party may specify by similar notice to the other party hereto.

c.    This Agreement and performance hereunder shall be governed by the laws of the State of Ohio.

d.    No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound or its duly authorized representative and specifying with particularity the extent and nature of such amendment, modification, or waiver.  No waiver of any term or condition set forth in this Agreement shall constitute a waiver of any other term or condition; nor shall it affect or impair any right arising from any subsequent default.

e.    No rights or interest in this Agreement may be assigned.  Unless otherwise provided in this Agreement, no obligations of a party may be delegated without the prior written consent of the other party, such consent not to be unreasonably withheld.

f.    Any invalidity, in whole or in part, of any provision of this Agreement, shall not affect the validity of any other provision of this Agreement.

g.    Paragraph headings are provided for convenience of reference and do not constitute a part of this Agreement.

h.    Provided notice is provided of the delay to the other party, the parties shall be excused for delays in performing and failures to perform their obligations under this Agreement to the extent that any such delay or failure results from any cause beyond their reasonable control, including, solely by way of example and without limitation, delays caused by the other party, acts of G-d, strikes, and other labor disputes, civil disorder, catastrophes of nature, fire, explosion, natural or man-made floods or any severe weather, war, failure of a communications or computer system, nuclear attack, embargoes, actions or inactions of governmental authorities. Each party agrees to make reasonable efforts to prevent such occurrences from affecting the performance of this Agreement and no delay shall exceed one hundred twenty (120) days.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized signatories to execute this agreement as of the date first above written.

810 AC LLC,                     4300 East Fifth Avenue LLC,

an Ohio limited liability company            an Ohio limited liability company

By:    /s/ William L. Jordan                By:     /s/ Benton E. Kraner            

William L. Jordan,                    Benton E. Kraner,

Executive Vice President &                 President

General Counsel