Exhibit 10.3
EXECUTIONVERSION
FIRSTAMENDMENTTOSTRATEGICAGREEMENT
THISFIRSTAMENDMENTTOSTRATEGIC AGREEMENT(this“Amendment”)
is made and entered into as of this 6th day of May, 2026, by and between (i) STARWOOD CAPITAL GROUP GLOBAL III, L.P., a Delaware limited partnership (“Starwood”), and (ii) MARAUSACORPORATION,aDelawarecorporation(“MARA”;andtogetherwithStarwood, each a “Party” and collectively, the “Parties”).
WITNESSETH
WHEREAS,StarwoodandMARAenteredintothatcertainStrategicAgreementdatedas ofFebruary26,2026(asmaybeamendedorassigned,the“StrategicAgreement”),topursuethe pre-development, marketing, acquisition, ownership, development, leasing and financing of the Target Properties; and
WHEREAS, the Parties mutually desire to amend certain terms and conditions of the Strategic Agreement as more particularly set forth herein.
NOW,THEREFORE,forandinconsiderationofthemutualcovenantscontainedherein and of the good and valuable consideration, the Parties hereby agree as follows:
1.CapitalizedTerms.CapitalizedtermsusedinthisAmendmentwhicharenot otherwise defined herein shall have the meanings afforded to them in the Strategic Agreement.
2.Amendments.
(a)AnewSection5(g)isherebyaddedtotheStrategicAgreementinnumerical
order:
“Notwithstanding anything contained in this Section 5or elsewhere in this Agreement to the contrary, the Pursuit Costs Budget for the Granbury Target Propertyshall be deemed increased by $3,500,000.00 solely for purposes of funding Approved Litigation Costs (such increased amount, the “Approved Litigation Budget Increase”). Any Approved Litigation Costs incurred by Starwood and/or its Affiliates thatarewithintheApprovedLitigationBudgetIncreaseshallconstitute “Approved Pursuit Costs” for purposes of this Agreement; provided, however, that notwithstanding Section 5(a)above, such Approved LitigationCostsshallbebornebythePartiesona50/50basis(i.e.,
$1,750,000.00 per Party) rather than being funded 100% by MARA. Starwoodshall(i)pursuanttoandsubjecttoSection4(b),keepMARA reasonably apprised of the status of any Approved Litigation and (ii) shall endeavor in good faith to consult with MARA in advance of makinganymaterialdecisionswithrespecttoanyApprovedLitigation, including, without limitation, decisions relating to the settlement,
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compromiseorresolutionthereof,ineachcase,withrespecttotheforegoingclauses(i)or(ii), unlessdoingsowouldjeopardizeanylegal or evidentiary privilege or protection or violate any applicable law so longasStarwoodusesreasonableefforts,totheextentpossible,tomake an alternative disclosure arrangement that would not result in the foregoing; provided, however, (x) Starwood shall have the final decision-making authority in its sole discretion to make any decision withrespecttoanyApprovedLitigationand(y)thefailurebyStarwood to consult (or endeavor to consult) with MARA as provided in the foregoingclause(ii)shallnotconstituteabreachhereunderandMARA shall have no right to enjoin any such action taken by Starwood for failure to so consult (or endeavor to consult).”
(b)ThefollowingdefinitionsareherebyaddedtoExhibitAoftheStrategic
Agreement:
“Approved Litigation” shall mean any claim, litigation, arbitration, summonsand/orotherclaimorproceedingrelatedtoStarwood’sand/or its Affiliates’s performance of, or pursuit of, the Pre-Development Activities (including, without limitation, obtaining applicable entitlements, permits and approvals) pursuant to Section 4(a)with respectto(a)theGranburyTargetProperty,(b)theWheelerandTibljas Property and/or (c) the existing Accretive Property known as the Constellation land.
“ApprovedLitigationCosts”shallmeananyandallout-of-pocketcosts and expenses incurred byStarwood oritsAffiliates withrespect toany Approved Litigation.
3.Conflict; Effect.Except as amended and/or modified by this Amendment, the Strategic Agreement is hereby ratified and confirmed and all of the terms of the Strategic Agreement are and shall remain in full force and effect, unaltered and unchanged by this Amendment.In the event of any conflict between the provisions of this Amendment and the provisions of the Strategic Agreement, the provisions of this Amendment shall prevail.
4.Counterparts; ElectronicSignatures.This Amendment maybe executed inseveral counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. Each of the Parties agree that this Amendment and any other documents to be delivered in connection herewith may be electronically signed, that any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided byDocuSignor any other digital signature provider) appearing on this Amendment or such other documents are the same as handwritten signatures for the purposes of validity, enforceability and admissibility, and that delivery of any such electronic signature to, or a signed copy of, this Amendment and such other documents may be made by facsimile, email or other electronic transmission.
5.NoOtherAmendments.ExceptasotherwiseexpresslyamendedbythisAmendment, thisAmendmentshallnototherwiseoperatetowaive,modify,release,consenttoorin
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anymanner affect any rights or obligations of Starwood and MARA under the Strategic Agreement, and the Strategic Agreement (as amended by this Amendment) remains in full force and effect.
6.Successorsand Assigns.This Amendmentshall bebinding upon, and inure to the benefit of, the parties hereto and their respective permitted successors and assigns.
[SignaturesContainedon FollowingPage]
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first set forth above.
STARWOOD:
STARWOODCAPITALGROUPGLOBALIII, L.P.,
aDelawarelimited partnership
By:SCGGIII GP,L.L.C.
aDelawarelimitedliabilitycompany, its General Partner
By: /s/ Nick Antonopoulos
Name: Nick Antonopoulos
Title: Managing Director
[Morpheus - Signature Page to First Amendment to Strategic Agreement]
MARA:
MARAUSA CORPORATION,
aDelawarecorporation
By: /s/ Salman Khan
Name: Salman Khan
Title: Chief Financial Officer
[Morpheus - Signature Page to First Amendment to Strategic Agreement]