-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Krd8FS6gISJ8PEbYCLyaMcZO8zWTXFPAF2/z3wczTlbj+rHsxKcyyOQ6LLRBVM7k QpfrnEm3873VPwPJEF7+7g== 0000950138-98-000113.txt : 19980703 0000950138-98-000113.hdr.sgml : 19980703 ACCESSION NUMBER: 0000950138-98-000113 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980702 SROS: NASD GROUP MEMBERS: CARDEN WILLIAM J GROUP MEMBERS: KISSIMEE SQUARE ASSOCIATES, LTD. GROUP MEMBERS: NO.-SO., INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOONEY REALTY TRUST INC CENTRAL INDEX KEY: 0000748580 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 431339136 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40969 FILM NUMBER: 98660281 BUSINESS ADDRESS: STREET 1: 500 NORTH BROADWAY STREET 2: SUITE 1200 CITY: ST. LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 314-206-4600 MAIL ADDRESS: STREET 1: 500 NORTH BROADWAY STREET 2: SUITE 1200 CITY: ST. LOUIS STATE: MO ZIP: 63102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARDEN WILLIAM J CENTRAL INDEX KEY: 0001064897 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 7967 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7142257500 SC 13D/A 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 AMENDMENT NO. 1 NOONEY REALTY TRUST, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 par value - -------------------------------------------------------------------------------- (Title of Classes of Securities) 655379105 - -------------------------------------------------------------------------------- (CUSIP Number) William J. Carden Suite 450 5850 San Felipe Houston, TX 77057 (713) 706-6200 - -------------------------------------------------------------------------------- (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) June 19, 1998 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. (Continued on following pages) - --------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (However, see the Notes). CUSIP NO. 655379105 SCHEDULE 13D Page 1 of 6 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON William J. Carden - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NONE NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 69,150 OWNED BY EACH -------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER NONE PERSON WITH: -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 69,150 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 69,150 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 8.0% - -------------------------------------------------------------------------------- 14) Type of Reporting Person* IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS CUSIP NO. 655379105 SCHEDULE 13D Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON No.-So., Inc. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NONE NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 69,150 OWNED BY EACH -------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER NONE PERSON WITH: -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 69,150 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 69,150 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 8.0% - -------------------------------------------------------------------------------- 14) Type of Reporting Person* CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS CUSIP NO. 655379105 SCHEDULE 13D Page 3 of 6 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Kissimee Square Associates, Ltd. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NONE NUMBER OF SHARES -------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 69,150 OWNED BY EACH -------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER NONE PERSON WITH: -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 69,150 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 69,150 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 8.0% - -------------------------------------------------------------------------------- 14) Type of Reporting Person* PN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS CUSIP NO. 655379105 SCHEDULE 13D Page 4 of 6 Pages Introduction This Amendment No. 1 ("Amendment No. 1") to Schedule 13D relates to the common stock, par value $1.00 per share (the "Shares") of Nooney Realty Trust, Inc. ("Issuer"). The address of the principal executive offices of the Issuer is 500 North Broadway, St. Louis, Missouri 63102. This Amendment No. 1 amends the Schedule 13D filed by William J. Carden, a United States citizen ("Carden"), Kissimee Square Associates, Ltd., a Texas limited partnership ("Kissimee"), and No.-So., Inc., a Texas corporation ("No.-So." and together with Carden and Kissimee each a "Reporting Person" and collectively "Reporting Persons") on June 29, 1998. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the original Schedule 13D filed on June 29, 1998. Item 2. Identity and Background The Schedule 13D incorrectly identified Carden as the president of Kissimee. As a limited partnership, Kissimee does not have any officers. As set forth in the Schedule 13D, Carden is the president of No.-So., the general partner of Kissimee. Item 4. Purpose of Transaction As previously reported in the Schedule 13D, Carden is a Director, Chairman of the Board and Chief Executive Officer of the Issuer. Carden entered into a Nonqualified Stock Option Agreement (the "Option Agreement") dated as of March 1, 1998 by and between Carden and the Issuer pursuant to which the Issuer granted Carden an option to purchase all or any part of 50,000 Shares at the purchase price of $10.00 per Share. The right to exercise such option is restricted so that no Shares may be purchased during the first year of the term of the option, unless certain events specified in the Option Agreement occur during such year or thereafter, which events would cause an immediate acceleration of the option so that all of the Shares granted pursuant to the option could be immediately purchased by Carden. These acceleration events include the termination of Carden's employment other than for cause during the term of the option or the sale of all or substantially all of the assets of the Issuer during the term of the option. After the end of the first year of the option, the option becomes exercisable as follows: at any time during the term of the option after the end of the first year from March 1, 1998, Carden may purchase up to 20% of the total number of Shares to which the option relates; that at any time during the term of the option after the end of the second year from March 1, 1998, Carden may purchase up to an additional 20% of the total number of Shares to which the option relates; and that at any time after the end of the third year from March 1, 1998, Carden may purchase up to an additional 20% of the total number of Shares to which the option relates; that at any time during the term of the option after the end of the fourth year from March 1, 1998, Carden may purchase up to an additional 20% of the total number of Shares to which this option relates; and that at any time after the end of the fifth year from March 1, 1998, Carden may purchase up to an additional 20% of the total number of Shares to which the option relates; so that upon the expiration of the fifth year from March 1, 1998 and thereafter during the term of the Option Agreement, Carden will have become entitled to purchase the entire number of Shares to which the option relates. Carden may exercise each portion of the option for a period of five (5) years after each such portion becomes exercisable as set forth in the Option Agreement. The purchase price of the Shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Board of Directors, by tender of Shares already CUSIP NO. 655379105 SCHEDULE 13D Page 5 of 8 Pages owned by Carden, or (iii) in the discretion of the Board of Directors, by a combination of the foregoing methods of payment. As of May 28, 1998, the Issuer and Carden entered into Amendment No. 1 to Nonqualified Stock Option Agreement pursuant to which the parties agreed to amend the option granted pursuant to the Option Agreement so as to provide that neither the existence of such option or the exercise of such option with respect to any given Share shall be permitted if it were to violate the Bylaws of the Company. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Please see Item 4 for a description of (i) the Option Agreement to which Carden and the Issuer are parties and (ii) the amendment thereto. Item 7. Material to be Filed as Exhibits 99.2 Joint Filing Agreement. 99.3 Nonqualified Stock Option Agreement dated March 1, 1998 by and between Nooney Realty Trust, Inc. and William J. Carden. 99.4 Amendment No. 1 to Nonqualified Stock Option Agreement dated as of May 28, 1998 by and between Nooney Realty Trust, Inc. and William J. Carden. CUSIP NO. 655379105 SCHEDULE 13D Page 6 of 6 Pages SIGNATURE The undersigned hereby agrees that this statement is filed on behalf of each of the Reporting Persons. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth on this statement is true, complete and correct. Dated: July 2, 1998 KISSIMEE SQUARE ASSOCIATES, LTD., a Texas limited partnership By: NO.-SO., INC., a Texas corporation, general partner By: /s/ William J. Carden -------------------------------------- William J. Carden Its: President NO.-SO., INC., a Texas corporation By: /s/ William J. Carden -------------------------------------- William J. Carden Its: President /s/ William J. Carden ------------------------------------------- William J. Carden EXHIBIT 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the persons named below hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments thereto) with respect to the shares of Common Stock of Nooney Realty Trust, Inc. beneficially owned by each of them and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 2nd day of July, 1998. KISSIMEE SQUARE ASSOCIATES, LTD., a Texas limited partnership By: NO.-SO., INC., a Texas corporation, general partner By: /s/ William J. Carden ----------------------------------- William J. Carden Its: President NO.-SO., INC., a Texas corporation By: /s/ William J. Carden ---------------------------------- William J. Carden Its: President /s/ William J. Carden ---------------------------------------- William J. Carden EX-99.3 2 NONQUALIFIED STOCK OPTION PLAN EXHIBIT 99.3 NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, made as of the 1st day of March, 1998, by and between NOONEY REALTY TRUST, INC., a Missouri corporation (hereinafter called the "Company"), and WILLIAM J. CARDEN (hereinafter called "Optionee"), WITNESSETH THAT: WHEREAS, Optionee is serving as Chief Executive Officer of the Company and, in connection therewith, the Board of Directors of the Company ("Board of Directors") desires to grant Optionee a stock option; NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows: 1. Grant and Terms of Option. Pursuant to action of the Special Committee for Employment Agreements of the Board of Directors, which action was taken on February 27, 1998, effective March 1, 1998 ("Date of Grant"), the Company grants to Optionee the option to purchase all or any part of fifty thousand (50,000) shares of the Common Stock of the Company, of the par value of $1.00 per share ("Common Stock") at the purchase price of $10.00 per share. The right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased during the first year of the term hereof; that at any time during the term of this option after the end of the first year from the Date of Grant, Optionee may purchase up to 20% of the total number of shares to which this option relates; that at any time during the term of this option after the end of the second year from the Date of Grant, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; and that at any time after the end of the third year from the Date of Grant, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; that at any time during the term of this option after the end of the fourth year from the Date of Grant, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; and that at any time after the end of the fifth year from the Date of Grant, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; so that upon the expiration of the fifth year from the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event Optionee's employment is terminated for any reason other than one described in Paragraph 5, or in the event the Company shall sell all or substantially all of its assets or is otherwise liquidated, Optionee may purchase 100% of the total number of shares to which this option relates so long as such sale or liquidation or termination occurs prior to the time the option by its own terms would have expired. Optionee may exercise each portion of the option for a period of five (5) years after each such portion becomes exercisable as hereinabove set forth. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Board of Directors, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board of Directors, by a combination of methods of payment specified in clauses (i) and (ii). 2. Anti-Dilution Provisions. In the event that, during the term of this Agreement, there is any change in the number of shares of outstanding Common Stock of the Company by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, the number of shares covered by this option agreement and the price thereof shall be adjusted, to the same proportionate number of shares and price as in this original agreement. 3. Registration of Shares. The Company agrees to register under the Securities Act of 1933, as amended, and any state securities law the issuance of shares pursuant to any exercise of the option so that, upon such exercise, Optionee will receive shares which shall not be "restricted securities" as such term is defined in Rule 144 of the Securities and Exchange Commission. 4. Non-Transferability. Neither the option hereby granted nor any rights thereunder or under this Agreement may be assigned, transferred or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, shall be void and of no effect. The option may be exercised during Optionee's lifetime only by him. 5. Termination of Employment. In the event Optionee's employment is terminated on account of death or illness or other physical or mental incapacity, the option hereby granted may be exercised by Optionee (or Optionee's successor in interest, if Optionee has died), to the extent Optionee was entitled to exercise it at the time of such death or termination of employment at any time within six (6) months after such death or termination, but not after five (5) years from the date the relevant portion of the option first becomes exercisable pursuant to Paragraph 1. Any unexercised portion of the option shall expire at the end of such six (6) month period. In the event Optionee's employment is terminated for "Cause" (as hereinafter defined) the option hereby granted shall immediately expire. For purposes of this agreement the term "Cause" shall mean any of the following: (a) optionee shall have been adjudged civilly liable for any material breach of his duties under his employment agreement or of his fiduciary duties to the Company; (b) Optionee shall have been convicted of a felony against a person or property; (c) Optionee shall have willfully failed to perform his duties under his employment agreement or be in material breach thereof and such failure or breach shall have continued for 30 days after written notice thereof shall have been given to Optionee by the Company; or (d) The "Adjusted Funds From Operations" of the Company, as defined in Exhibit A hereto, for the fiscal year ended December 31, 2000, as determined in good faith by the Company's certified public accountants, is less than $1,998,710. Nothing herein shall confer on Optionee any right to continue in the employ of the Company or any subsidiary or interfere in any way with the right of the Company or any subsidiary thereof to terminate his employment at any time. 6. Shares Issued on Exercise of Option. It is the intention of the Company that on any exercise of this option it will transfer to Optionee shares of its authorized but unissued stock or transfer Treasury shares, or utilize any combination of Treasury shares and authorized but unissued shares, to satisfy its obligations to deliver shares on any exercise hereof. 7. Board of Directors Administration. This option has been granted pursuant to a determination made by the Board of Directors, and the Board of Directors, subject to the express terms of this option, shall have plenary authority to interpret any provision of this option and to make any determinations necessary or advisable for the administration of this option and the exercise of the rights herein granted, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to Optionee by the express terms hereof. 8. Option Not an Incentive Stock Option. This option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its President, pursuant to due authorization, and Optionee has signed this Agreement to evidence his acceptance of the option herein granted and of the terms hereof, all as of the date hereof. NOONEY REALTY TRUST, INC. By /s/ Patricia A. Nooney -------------------------------- President /s/ William J. Carden ------------------------------------ WILLIAM J. CARDEN EXHIBIT A "Adjusted Funds From Operations" shall be defined as Funds From Operation "FFO" as set forth below and as interpreted in the 1991 NAREIT White Paper, adjusted by adding back to FFO: 1. Expenses incurred for the year ended December 31, 2000 for legal fees in connection with pending and threatened litigation and related accruals for estimated litigation losses, 2. Direct out-of-pocket expenses for the year ended December 31, 2000 related to contested shareholder meetings including attorneys', accountants', other consultants' fees and supplies and postage for mailings to shareholders, and 3. Deferred compensation expense for the year ended December 31, 2000 recognized in accordance with Section 2(a) of this Agreement and Section 2(a) of the Thurber employment agreement also dated March 1, 1998. Furthermore, net income, as set forth in the definition of FFO below for the year ending December 31, 2000 will be recognized on the basis of accounting principles and estimates consistently applied with those utilized for the year ended December 31, 1997. Funds From Operations means net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. EX-99.4 3 AMENDMENT NO. 1 TO NONQUALIFIED STOCK OPTION PLAN EXHIBIT 99.4 AMENDMENT NO. 1 TO NONQUALIFIED STOCK OPTION AGREEMENT THIS AMENDMENT, made as of the 28th day of May, 1998, by and between NOONEY REALTY TRUST, INC., a Missouri corporation (hereinafter called the "Company"), and WILLIAM J. CARDEN (hereinafter called "Optionee"), WITNESSETH THAT: WHEREAS, Optionee is serving as Chief Executive Officer of the Company and, in connection therewith, the Board of Directors of the Company ("Board of Directors") have heretofore granted to Optionee a stock option pursuant to the terms of that certain Nonqualified Stock Option Agreement dated as of March 1, 1998 by and between the Company and Optionee (the "Nonqualified Stock Option Agreement"); WHEREAS, Optionee and the Company desire to amend such Nonqualified Stock Option Agreement as of the date hereof in the manner set forth below. NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows: 1. The parties hereto agree to add a new Paragraph 9 to the Nonqualified Stock Option Agreement as follows: "9. Certain Limitations. Notwithstanding anything to the contrary contained herein or elsewhere, the option granted to Optionee pursuant to Paragraph 1 hereof shall automatically become void ab initio (from the beginning) without any further action on the part of any party whatsoever to the extent, and only to the extent, that the existence of such option or the exercise of such option with respect to any given share of Common Stock on the terms set forth herein by the Optionee would violate or would result in the violation of any of the terms and conditions of the Bylaws of the Company, including, without limitation, the provisions of Section 8.8(a) of the Bylaws relating to the 9.8% ownership limitation set forth therein. This provision shall not affect the option in any manner whatsoever to the extent that the existence or exercise of such option will not or will not result in a violation of the terms of the Bylaws of the Company." 2. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 3. Except as specifically amended hereby, the terms and conditions of the Nonqualified Stock Option Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by its President, pursuant to due authorization, and Optionee has signed this Agreement to evidence his agreement to the foregoing Amendment, all as of the date first above written. NOONEY REALTY TRUST, INC. By /s/ Patricia A. Nooney ----------------------------------- President /s/ William J. Carden -------------------------------------- WILLIAM J. CARDEN -----END PRIVACY-ENHANCED MESSAGE-----