As of the Commencement Date Tenant intends to utilize Premises B for storage, only, and the rental rates and other provisions relating to Premises B set forth in the Lease reflect such use. However, from and after the date that Tenant commences the conduct of business from any portion of Premises B (the Conversion Date), Tenant shall be deemed to have exercised its Conversion Option, whether or not Tenant provides Landlord written notice of such exercise. On the Conversion Date the Base Rent rate per rentable square foot of Premises B shall increase so that it is the same Base Rent rate per rentable square foot of Premises A on such date, and the Base Rent rate for Premises B shall increase at such times and in such amount as Base Rent for Premises A increases so that the Base Rent rate per rentable square foot for Premises B shall always be the same as the Base Rent rate per rentable square foot of Premises A. So long as Tenant provides Landlord with at least 6 months prior written notice of its exercise of the Conversion Option, Tenant shall be entitled to receive an improvement allowance (the Premises B Allowance) per rentable square foot of Premises B in an amount determined by multiplying $0.463 by the number of full calendar months remaining in the Term on the Conversion Date, to be applied to the cost of performing initial improvements in Premises B made by Tenant pursuant to the Alterations provisions of the Lease (the Premises B Work). For example, if there are 40 full calendar months remaining in the Term on the Conversion Date, Tenant shall be entitled to receive a Work Allowance of $17.48 per rentable square foot of Premises B ($0.463 x 40 = $18.52). All Premises B Work shall be performed in accordance with the Alterations provisions of the Lease, and the Premises B Allowance shall be shall be disbursed as follows: Upon completion of the Premises B Work, and prior to disbursement of the Work Allowance, Tenant shall furnish Landlord with: (i) general contractor and architectural completion affidavits, (ii) full and final waivers of lien, (iii) receipted bills covering all labor and materials expended and used, (d) as-built plans of the Premises B Work and (e) the certification of Tenant and its architect that the Premises B Work has been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable codes and ordinances. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Premises B Allowance during the continuance of an uncured default under the Lease, and Landlords obligation to disburse shall only resume when and if such default is cured. The Premises B Allowance may only be used for the cost of labor, material and contractors fees for the Premises B Work and the cost of preparing plans and drawings in connection therewith. In no event shall the Premises B Allowance be used for the purchase of equipment, furniture and other items of personal property of Tenant.

As of the Commencement Date Tenant intends to utilize Premises B for storage , only , and the rental rates and other provisions relating to Premises B set forth in the Lease reflect such use . However , from and after the date that Tenant commences the conduct of business from any portion of Premises B ( the Conversion Date ) , Tenant shall be deemed to have exercised its Conversion Option , whether or not Tenant provides Landlord written notice of such exercise . On the Conversion Date the Base Rent rate per rentable square foot of Premises B shall increase so that it is the same Base Rent rate per rentable square foot of Premises A on such date , and the Base Rent rate for Premises B shall increase at such times and in such amount as Base Rent for Premises A increases so that the Base Rent rate per rentable square foot for Premises B shall always be the same as the Base Rent rate per rentable square foot of Premises A . So long as Tenant provides Landlord with at least 6 months prior written notice of its exercise of the Conversion Option , Tenant shall be entitled to receive an improvement allowance ( the Premises B Allowance ) per rentable square foot of Premises B in an amount determined by multiplying $ 0 . 463 by the number of full calendar months remaining in the Term on the Conversion Date , to be applied to the cost of performing initial improvements in Premises B made by Tenant pursuant to the Alterations provisions of the Lease ( the Premises B Work ) . For example , if there are 40 full calendar months remaining in the Term on the Conversion Date , Tenant shall be entitled to receive a Work Allowance of $ 17 . 48 per rentable square foot of Premises B ( $ 0 . 463 x 40 = $ 18 . 52 ) . All Premises B Work shall be performed in accordance with the Alterations provisions of the Lease , and the Premises B Allowance shall be shall be disbursed as follows : Upon completion of the Premises B Work , and prior to disbursement of the Work Allowance , Tenant shall furnish Landlord with : ( i ) general contractor and architectural completion affidavits , ( ii ) full and final waivers of lien , ( iii ) receipted bills covering all labor and materials expended and used , ( d ) as-built plans of the Premises B Work and ( e ) the certification of Tenant and its architect that the Premises B Work has been installed in a good and workmanlike manner in accordance with the approved plans , and in accordance with applicable codes and ordinances . Notwithstanding anything herein to the contrary , Landlord shall not be obligated to disburse any portion of the Premises B Allowance during the continuance of an uncured default under the Lease , and Landlords obligation to disburse shall only resume when and if such default is cured . The Premises B Allowance may only be used for the cost of labor , material and contractors fees for the Premises B Work and the cost of preparing plans and drawings in connection therewith . In no event shall the Premises B Allowance be used for the purchase of equipment , furniture and other items of personal property of Tenant .


CONTRACT CHIEF FINANCIAL OFFICER AGREEMENT


2.1 REMUNERATION AND TERM. For a period of four months, starting 27th February, 2017 through 30th June, 2017 , the Contract CFO will be paid $125.00 per hour up to a maximum of 60 hours per week. Contract CFO will inform Company when 60 hours per week are reached so Company can determine future action. To the extent the Company authorizes additional hours in any weekly period, it shall be at the rate of $125.00 per hour. Contract CFO shall submit a bill bi-weekly detailing the hours worked for that bi-weekly period. Company shall tender payment within 14 calendar days of receipt of Contract CFOs bill.

2 . 1 REMUNERATION AND TERM . For a period of four months , starting 27th February , 2017 through 30th June , 2017 , the Contract CFO will be paid $ 125 . 00 per hour up to a maximum of 60 hours per week . Contract CFO will inform Company when 60 hours per week are reached so Company can determine future action . To the extent the Company authorizes additional hours in any weekly period , it shall be at the rate of $ 125 . 00 per hour . Contract CFO shall submit a bill bi-weekly detailing the hours worked for that bi-weekly period . Company shall tender payment within 14 calendar days of receipt of Contract CFOs bill .


This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Georgia without regard to principles of conflict of laws. Each of the parties waives any right to object to the jurisdiction or venue of such courts in Georgia or to claim that such courts are an inconvenient forum.

This Agreement , and the rights and obligations of the parties hereto , shall be governed by and construed in accordance with the laws of the State of Georgia without regard to principles of conflict of laws . Each of the parties waives any right to object to the jurisdiction or venue of such courts in Georgia or to claim that such courts are an inconvenient forum .


By: /s/ James J. Martin


EX-10.3 7 xplosion_ex103.htm CONSULTING AGREEMENT


1.01 The Company hereby engages the Consultant as an independent contractor to manage the sales and marketing and global distribution plans and strategies for the SayberX product(s) as exclusively represented by Xplosion Incorporated - in accordance with the Companys business plan, investment, capitalization and available funds to support these efforts throughout the Term (as hereinafter defined) on the terms and conditions herein set forth.

1 . 01 The Company hereby engages the Consultant as an independent contractor to manage the sales and marketing and global distribution plans and strategies for the SayberX product ( s ) as exclusively represented by Xplosion Incorporated - in accordance with the Companys business plan , investment , capitalization and available funds to support these efforts throughout the Term ( as hereinafter defined ) on the terms and conditions herein set forth .


For good and valuable consideration the receipt of which is hereby acknowledged together with the payment of the Consultancy Fees, Mr. ANDREW Smith, the undersigned Consultant, hereby agrees not to directly or indirectly compete with the business of Xplosion Incorporated and its successors during the Term of this Agreement.

For good and valuable consideration the receipt of which is hereby acknowledged together with the payment of the Consultancy Fees , Mr . ANDREW Smith , the undersigned Consultant , hereby agrees not to directly or indirectly compete with the business of Xplosion Incorporated and its successors during the Term of this Agreement .


The Consultant shall not own, manage, operate, consult or be employed in a business substantially similar to, or competitive with, the present business of the Company or such other business activity in which the Company may substantially engage during the term of this Agreement; except for INTERACTIVE HOLDINGS Limited ( Hong Kong ) or any successors and or assigns.

The Consultant shall not own , manage , operate , consult or be employed in a business substantially similar to , or competitive with , the present business of the Company or such other business activity in which the Company may substantially engage during the term of this Agreement ; except for INTERACTIVE HOLDINGS Limited ( Hong Kong ) or any successors and or assigns .


12.01 This Agreement will, in all respects, be governed by and construed in accordance with the laws of Hong Kong .

12 . 01 This Agreement will , in all respects , be governed by and construed in accordance with the laws of Hong Kong .


A.Consultant previously served as chief executive officer of the Company.

A . Consultant previously served as chief executive officer of the Company .


2. Compensation and Expense Reimbursement. In sole consideration for the Services, Consultant shall be paid a fee of $50,000.00 per month, in arrears each month, over the Term (the Compensation) (prorated for any partial month of Services); provided that notwithstanding the foregoing, if the Company terminates the Term prior to the three-month anniversary of the date hereof without cause (as determined by the Company in good faith applying generally the same standards as those contained in the definition of Cause under the Employment Agreement, as if the Employment Agreement remained in effect), then (i)the Company shall pay Consultant an amount equal to $150,000.00 within ten (10)business days following the end of the Term, less any fees previously paid to Consultant hereunder, and (ii)for purposes of determining the vesting of any equity in paragraph 2 of Section1 of this Agreement, the Term shall be deemed to continue until the three-month anniversary of the date hereof. In addition, the Company will reimburse Consultant for any reasonable and documented out-of-pocket travel and out-of-town lodging expenses that Consultant properly incurs in the performance of the Services, subject to Consultants compliance with the Companys expense reimbursement policies; provided that Consultant must submit a notice to the Company and receive prior written approval from the Company for any such expenses expected to exceed $2,500 individually or $5,000 in the aggregate.

2 . Compensation and Expense Reimbursement . In sole consideration for the Services , Consultant shall be paid a fee of $ 50 , 000 . 00 per month , in arrears each month , over the Term ( the Compensation ) ( prorated for any partial month of Services ) ; provided that notwithstanding the foregoing , if the Company terminates the Term prior to the three-month anniversary of the date hereof without cause ( as determined by the Company in good faith applying generally the same standards as those contained in the definition of Cause under the Employment Agreement , as if the Employment Agreement remained in effect ) , then ( i ) the Company shall pay Consultant an amount equal to $ 150 , 000 . 00 within ten ( 10 ) business days following the end of the Term , less any fees previously paid to Consultant hereunder , and ( ii ) for purposes of determining the vesting of any equity in paragraph 2 of Section1 of this Agreement , the Term shall be deemed to continue until the three-month anniversary of the date hereof . In addition , the Company will reimburse Consultant for any reasonable and documented out-of-pocket travel and out-of-town lodging expenses that Consultant properly incurs in the performance of the Services , subject to Consultants compliance with the Companys expense reimbursement policies ; provided that Consultant must submit a notice to the Company and receive prior written approval from the Company for any such expenses expected to exceed $ 2 , 500 individually or $ 5 , 000 in the aggregate .


| | ---|---|--- CONSULTANT: David M. Davis | Signature: | |

| | - - - | - - - | - - - CONSULTANT : David M . Davis | Signature : | |


EX-10.39 4 ex10-39.htm SERVICE AND CONSULTING AGREEMENT


[ Blue Sphere Corporation S-1/A](blsp-s1a_020217.htm)

[ Blue Sphere Corporation S-1 / A ] ( blsp-s1a_020217 . htm )


Blue Sphere Corporation , a Nevada company with a business office in Even Yehuda, 35 Asuta Street, Israel and/or Eastern Sphere Ltd. And /or Bino Sphere LLC and/or any present and/or future subsidiary of Blue Sphere Corporation

Blue Sphere Corporation , a Nevada company with a business office in Even Yehuda , 35 Asuta Street , Israel and / or Eastern Sphere Ltd . And / or Bino Sphere LLC and / or any present and / or future subsidiary of Blue Sphere Corporation


1.1. Term. The independent contractual relationship pursuant to this Agreement will commence on March 1st 2013 (the Effective Date), and shall continue unless terminated earlier pursuant to Section 4 hereof (the Term).

1 . 1 . Term . The independent contractual relationship pursuant to this Agreement will commence on March 1st 2013 ( the Effective Date ) , and shall continue unless terminated earlier pursuant to Section 4 hereof ( the Term ) .


3.1. Subject to the performance of the Services to be rendered hereunder, the Company shall pay to the Consultant for all Services rendered hereunder a monthly fee in an aggregate amount of $18,000 .-(the Compensation).

3 . 1 . Subject to the performance of the Services to be rendered hereunder , the Company shall pay to the Consultant for all Services rendered hereunder a monthly fee in an aggregate amount of $ 18 , 000 . - ( the Compensation ) .


3.1.3. The balance ($8,000), between Compensation stipulated in section 3.1 ( $18,000 ) and the reduced compensation stipulated in section 3.1.2 above ($10,000), for the period stipulated in section 3.1.2 above, shall be paid to Consultant upon the first payment of a cash bonus by Company to its CEO in excess of $ 50,000 but no later than two years from the date of financial closing of the 1st project.

3 . 1 . 3 . The balance ( $ 8 , 000 ) , between Compensation stipulated in section 3 . 1 ( $ 18 , 000 ) and the reduced compensation stipulated in section 3 . 1 . 2 above ( $ 10 , 000 ) , for the period stipulated in section 3 . 1 . 2 above , shall be paid to Consultant upon the first payment of a cash bonus by Company to its CEO in excess of $ 50 , 000 but no later than two years from the date of financial closing of the 1st project .


This Consulting Agreement is made on this 1st day of March, 2017 (the Effective Date) between Celsius Holdings, Inc. (the Company) and Gerry David (Consultant).

This Consulting Agreement is made on this 1st day of March , 2017 ( the Effective Date ) between Celsius Holdings , Inc . ( the Company ) and Gerry David ( Consultant ) .


Section 7.1. Agreement Not To Compete. For the period ending on January 1, 2020 , Consultant agrees not to directly or indirectly own, manage, control, or operate; serve as an officer, director, partner or employee of; have any direct or indirect financial interest in; or assist in any way; any person or entity that competes with any business conducted by the Company or by any of the Companys affiliates or subsidiaries in any geographic region in which the Company conducts business.

Section 7 . 1 . Agreement Not To Compete . For the period ending on January 1 , 2020 , Consultant agrees not to directly or indirectly own , manage , control , or operate ; serve as an officer , director , partner or employee of ; have any direct or indirect financial interest in ; or assist in any way ; any person or entity that competes with any business conducted by the Company or by any of the Companys affiliates or subsidiaries in any geographic region in which the Company conducts business .


Section 7.3. Nondisparagement Agreement. For a period ending on January 1, 2020 , Consultant covenants and agrees not to make, directly or indirectly through any other person or entity, any negative, derogatory or disparaging statements or communications, whether written or oral, about the Company or any of the Companys affiliates or subsidiaries or any of their respective businesses, services, activities, business relationships, shareholders, members, partners, directors, officers, managers or employees.

Section 7 . 3 . Nondisparagement Agreement . For a period ending on January 1 , 2020 , Consultant covenants and agrees not to make , directly or indirectly through any other person or entity , any negative , derogatory or disparaging statements or communications , whether written or oral , about the Company or any of the Companys affiliates or subsidiaries or any of their respective businesses , services , activities , business relationships , shareholders , members , partners , directors , officers , managers or employees .


Companys address: | Celsius Holdings, Inc. ---|--- | 2424 N. Federal Highway, Suite 208 | Boca Raton, FL 33431

Companys address : | Celsius Holdings , Inc . - - - | - - - | 2424 N . Federal Highway , Suite 208 | Boca Raton , FL 33431


All questions regarding the validity and interpretation of this Consulting Agreement shall be governed by and construed and enforced in all respects in accordance with the laws of the State of Florida . Venue for any action arising in any manner out of the Consultants engagement, this Consulting Agreement , or any of the terms contained herein shall be the Federal and or State courts located in Palm Beach County, Florida, regardless of where this Consulting Agreement is to be performed. In the event either party engages legal counsel to enforce any provision contained in this Consulting Agreement , the prevailing party shall be entitled to all reasonable attorneys fees, investigative expenses, costs, and court costs, whether or not a suit is actually filed, but including all levels of appeal.

All questions regarding the validity and interpretation of this Consulting Agreement shall be governed by and construed and enforced in all respects in accordance with the laws of the State of Florida . Venue for any action arising in any manner out of the Consultants engagement , this Consulting Agreement , or any of the terms contained herein shall be the Federal and or State courts located in Palm Beach County , Florida , regardless of where this Consulting Agreement is to be performed . In the event either party engages legal counsel to enforce any provision contained in this Consulting Agreement , the prevailing party shall be entitled to all reasonable attorneys fees , investigative expenses , costs , and court costs , whether or not a suit is actually filed , but including all levels of appeal .


| CONSULTANT: ---|--- | | /s/ Gerry David | Gerry David | | COMPANY: | | CELSIUS HOLDINGS, INC. | | By: | /s/ William H. Milmoe | | William H. Milmoe | | Co-Chairman of the Board | | | By: | /s/ Tim Leissner | | Tim Leissner | | Co-Chairman of the Board

| CONSULTANT : - - - | - - - | | / s / Gerry David | Gerry David | | COMPANY : | | CELSIUS HOLDINGS , INC . | | By : | / s / William H . Milmoe | | William H . Milmoe | | Co-Chairman of the Board | | | By : | / s / Tim Leissner | | Tim Leissner | | Co-Chairman of the Board


/s/ Edward A. Rose _________


1.Engagement; Term. Effective as of the Effective Date, the Company engages Consultant to serve as a consultant to the Board, and Consultant accepts such engagement. Unless earlier terminated pursuant to Section5 below, the term of Consultants engagement hereunder (theTerm) shall commence on the Effective Date and continue until the date that is six months after the Effective Date.

1 . Engagement ; Term . Effective as of the Effective Date , the Company engages Consultant to serve as a consultant to the Board , and Consultant accepts such engagement . Unless earlier terminated pursuant to Section5 below , the term of Consultants engagement hereunder ( theTerm ) shall commence on the Effective Date and continue until the date that is six months after the Effective Date .


10.Applicable Law. This Agreement is entered into under, and the validity, interpretation, construction and performance of this Agreement shall be governed by, the laws of the State of Texas .

10 . Applicable Law . This Agreement is entered into under , and the validity , interpretation , construction and performance of this Agreement shall be governed by , the laws of the State of Texas .


This Consulting Agreement (Agreement) in entered and into effect as of 30th day of March, 2017 , between Gala Global, Inc. , a Nevada Corporation, having a principal address of 2780 S. Jones Blvd #3725, Las Vegas NV 89146 and its subsidiaries, affiliates, or corporate or other successors, if any (collectively, Company), and Owen Naccarato , an individual (Executive).

This Consulting Agreement ( Agreement ) in entered and into effect as of 30th day of March , 2017 , between Gala Global , Inc . , a Nevada Corporation , having a principal address of 2780 S . Jones Blvd # 3725 , Las Vegas NV 89146 and its subsidiaries , affiliates , or corporate or other successors , if any ( collectively , Company ) , and Owen Naccarato , an individual ( Executive ) .


Unless the Parties agree otherwise in writing, the principal place of business of the employment term shall be at 2780 S. Jones Blvd #3725, Las Vegas NV 89146

Unless the Parties agree otherwise in writing , the principal place of business of the employment term shall be at 2780 S . Jones Blvd # 3725 , Las Vegas NV 89146


The term of this Agreement shall commence on the 30th day of MARCH 2017 , and shall continue through MARCH 30th 2021 unless terminated in accordance with the provisions of this Agreement.

The term of this Agreement shall commence on the 30th day of MARCH 2017 , and shall continue through MARCH 30th 2021 unless terminated in accordance with the provisions of this Agreement .


Company shall employ Executive as Legal Consultant or in such other capacity or capacities as Companys Board of Directors may from time to time prescribe.

Company shall employ Executive as Legal Consultant or in such other capacity or capacities as Companys Board of Directors may from time to time prescribe .


Executive shall be Legal Consultant , with full power and authority to manage and conduct all the business of Company, subject to the directions and policies of Company and its Board of Directors as they may be, from time to time, stated either orally or in writing. Executive shall not, however, take any of the following actions on behalf of Company without the express written approval of the board of directors;

Executive shall be Legal Consultant , with full power and authority to manage and conduct all the business of Company , subject to the directions and policies of Company and its Board of Directors as they may be , from time to time , stated either orally or in writing . Executive shall not , however , take any of the following actions on behalf of Company without the express written approval of the board of directors ;


Executive shall serve in an executive capacity and shall perform such duties as are consistent with his positions as Legal Consultant . Executive performance of his duties shall at all times be subject to the policies set by Companys Board of Directors, and to the consent of the Board, when required by this Agreement, or by the Bylaws or Board resolutions of the Company. Such duties shall include, without limitation, leading and coordinating Companys efforts to develop and implement strategic and operating plans for Company and its operating subsidiaries (including, without limitation, the production, manufacture, marketing, distribution, and sale of the products of Companys operating subsidiaries); executing day-to-day general management of Company; developing relationships with new distributors, customers, and suppliers; maintaining and solidifying relationships with Companys existing distributors, customers, and suppliers; and supporting the development and growth of Company and its operating subsidiaries.

Executive shall serve in an executive capacity and shall perform such duties as are consistent with his positions as Legal Consultant . Executive performance of his duties shall at all times be subject to the policies set by Companys Board of Directors , and to the consent of the Board , when required by this Agreement , or by the Bylaws or Board resolutions of the Company . Such duties shall include , without limitation , leading and coordinating Companys efforts to develop and implement strategic and operating plans for Company and its operating subsidiaries ( including , without limitation , the production , manufacture , marketing , distribution , and sale of the products of Companys operating subsidiaries ) ; executing day-to-day general management of Company ; developing relationships with new distributors , customers , and suppliers ; maintaining and solidifying relationships with Companys existing distributors , customers , and suppliers ; and supporting the development and growth of Company and its operating subsidiaries .


| a)| During the term of this Agreement, the Executive will be paid an ANNUAL base of Executive Stock in the amount of TEN MILLION (10,000,000) shares of Rule 144 Restricted Common Stock of the Company (OTC: GRNH); ---|---|--- | b)| The Executive shall be issued ONE PERCENT (1%) of the issue and outstanding equity stock in Company every Six (6) Months during the term of this Agreement, ---|---|--- | c)| The certificates representing the Executive Stock Common Shares will bear the following legend; ---|---|---

| a ) | During the term of this Agreement , the Executive will be paid an ANNUAL base of Executive Stock in the amount of TEN MILLION ( 10 , 000 , 000 ) shares of Rule 144 Restricted Common Stock of the Company ( OTC : GRNH ) ; - - - | - - - | - - - | b ) | The Executive shall be issued ONE PERCENT ( 1 % ) of the issue and outstanding equity stock in Company every Six ( 6 ) Months during the term of this Agreement , - - - | - - - | - - - | c ) | The certificates representing the Executive Stock Common Shares will bear the following legend ; - - - | - - - | - - -


Exclusively the laws of the Province of California and the federal laws of the U.S applicable shall govern the validity and interpretation of this Agreement therein.

Exclusively the laws of the Province of California and the federal laws of the U . S applicable shall govern the validity and interpretation of this Agreement therein .


THE PARTIES, INTENDING TO BE LEGALLY BOUND, have executed this Agreement as of the date first above written.

THE PARTIES , INTENDING TO BE LEGALLY BOUND , have executed this Agreement as of the date first above written .


This Agreement shall be construed according to and governed by the laws of the Commonwealth of Pennsylvania . Venue for any legal actions between the parties involving this Agreement and/or the Project shall be in York County, Pennsylvania.

This Agreement shall be construed according to and governed by the laws of the Commonwealth of Pennsylvania . Venue for any legal actions between the parties involving this Agreement and / or the Project shall be in York County , Pennsylvania .


co% Shah Mathias, President


HI SPEED RAIL FACILITIES,PROVIDER INC.

HI SPEED RAIL FACILITIES , PROVIDER INC .


EXECUTIVE AND CTO CONSULTING AGREEMENT


AND: TSI Sports Inc (the "Company"), a company organized and existing under the laws of Nevada with its head office located at:

AND : TSI Sports Inc ( the " Company " ) , a company organized and existing under the laws of Nevada with its head office located at :


711 S Carson St Ste 4, Carson City, 89701

711 S Carson St Ste 4 , Carson City , 89701


In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be issued 100,000 common shares annually. The shares will deemed to be earned in proportion and at the end of each month. For example at the end of each month the Consultant will have earned 1/12 of his compensation. The Consultant and Company may agree on an increase in the compensation based on the market conditions and work load of Consultant. To amend the Compensation simple letter attachment giving the new amount signed by both parties shall suffice.

In consideration of the services to be rendered hereunder , including , without limitation , services to any Affiliated Company , Consultant shall be issued 100 , 000 common shares annually . The shares will deemed to be earned in proportion and at the end of each month . For example at the end of each month the Consultant will have earned 1 / 12 of his compensation . The Consultant and Company may agree on an increase in the compensation based on the market conditions and work load of Consultant . To amend the Compensation simple letter attachment giving the new amount signed by both parties shall suffice .


Consultant is representing the company in a senior executive role as its Vice President and Chief Technology Officer . The order or sequence in which the work is to be performed shall be under the control of Consultant. Except to the extent that the Consultants work must be performed on or with Companys computers, his own computers shall suffice. Company shall not provide any insurance coverage of any kind for Consultant, and Company will not withhold any amount that would normally be withheld from an employees pay.

Consultant is representing the company in a senior executive role as its Vice President and Chief Technology Officer . The order or sequence in which the work is to be performed shall be under the control of Consultant . Except to the extent that the Consultants work must be performed on or with Companys computers , his own computers shall suffice . Company shall not provide any insurance coverage of any kind for Consultant , and Company will not withhold any amount that would normally be withheld from an employees pay .


TSI SPORTS INC 711 S Carson St Ste 4, Carson City, 89701

TSI SPORTS INC 711 S Carson St Ste 4 , Carson City , 89701


Simon Smith Printed Name and Title


This Consulting Agreement (the Agreement) is made as of May 26, 2017 (the Effective Date) between Jerash Holdings (US) Inc ., with an address of 19/F, Ford Glory Plaza, 37-39 Wing Hong Stree t, Cheung Sha Wan, Kowloon, Hong Kong (Company), and LogiCore Strategies, LLC , a limited liability company created and existing under the laws of New York with and address at 8481 Big Cone Path, Liverpool, NY 13090 (Consultant) (Company and Consultant are each a Party and collectively the Parties).

This Consulting Agreement ( the Agreement ) is made as of May 26 , 2017 ( the Effective Date ) between Jerash Holdings ( US ) Inc . , with an address of 19 / F , Ford Glory Plaza , 37-39 Wing Hong Stree t , Cheung Sha Wan , Kowloon , Hong Kong ( Company ) , and LogiCore Strategies , LLC , a limited liability company created and existing under the laws of New York with and address at 8481 Big Cone Path , Liverpool , NY 13090 ( Consultant ) ( Company and Consultant are each a Party and collectively the Parties ) .


6.Compensation. Consultant shall initially be paid $60,000.00 USD per annum for its Services based upon approximately 10 hours of service per week and/or 40 hours per month, to be paid in the following manner:

6 . Compensation . Consultant shall initially be paid $ 60 , 000 . 00 USD per annum for its Services based upon approximately 10 hours of service per week and / or 40 hours per month , to be paid in the following manner :


8.Termination. This Agreement shall automatically renew unless terminated by either Party. This Agreement may be terminated upon mutual written consent of the Consultant and Company. At any time after the three (3) months hereof, Consultant may terminate this Agreement (a) upon thirty (30) days prior written notice to the Company or (b) immediately if Consultants agent is subject to materially diminished duties or responsibilities provided that should a replacement Chief Financial Officer be retained by the Company such replacement shall not constitute diminished duties or responsibilities. The Company may terminate this Agreement without prior notice and without further obligation for reasons of just cause (e.g., fraud, theft, conviction of a felony, improper or dishonest action or significant acts of misconduct), on the part of Consultant or any of Consultants agents providing services to the Company. The Company may terminate this Agreement without cause (i) upon ten (10) days written notice.

8 . Termination . This Agreement shall automatically renew unless terminated by either Party . This Agreement may be terminated upon mutual written consent of the Consultant and Company . At any time after the three ( 3 ) months hereof , Consultant may terminate this Agreement ( a ) upon thirty ( 30 ) days prior written notice to the Company or ( b ) immediately if Consultants agent is subject to materially diminished duties or responsibilities provided that should a replacement Chief Financial Officer be retained by the Company such replacement shall not constitute diminished duties or responsibilities . The Company may terminate this Agreement without prior notice and without further obligation for reasons of just cause ( e . g . , fraud , theft , conviction of a felony , improper or dishonest action or significant acts of misconduct ) , on the part of Consultant or any of Consultants agents providing services to the Company . The Company may terminate this Agreement without cause ( i ) upon ten ( 10 ) days written notice .


In Witness Whereof, the Parties have entered into this Consulting Agreement as of the Effective Date set forth above.

In Witness Whereof , the Parties have entered into this Consulting Agreement as of the Effective Date set forth above .


Consultants Indemnification Consultant shall indemnify, defend and hold Merchant and its consultants, members, managers, partners, officers, directors, employees, attorneys, advisors, principals, and affiliates (other than the Consultant or the Consultant Indemnified Parties) (collectively, "Merchant Indemnified Parties") harmless from and against all liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys' fees) arising from or related to (a) the willful or grossly negligent acts or omissions of Consultant or the Consultant Indemnified Parties; (b) the breach of any provision of, or the failure to perform any obligation under, this Agreement by Consultant; (c) any liability or other claims made by Consultants Indemnified Parties or any other person (excluding Merchant Indemnified Parties) against a Merchant Indemnified Party arising out of or related to Consultants conduct of the Sale, except claims arising from Merchants negligence, willful misconduct, or unlawful behavior; (d) any harassment, discrimination or violation of any laws or regulations or any other unlawful, tortuous or otherwise actionable treatment of Merchant Indemnified Parties , or Merchants customers by Consultant or any of the Consultant Indemnified Parties and (e) any claims made by any party engaged by Consultant as an employee, agent, representative or independent contractor arising out of such engagement.

Consultants Indemnification Consultant shall indemnify , defend and hold Merchant and its consultants , members , managers , partners , officers , directors , employees , attorneys , advisors , principals , and affiliates ( other than the Consultant or the Consultant Indemnified Parties ) ( collectively , " Merchant Indemnified Parties " ) harmless from and against all liabilities , claims , demands , damages , costs and expenses ( including reasonable attorneys ' fees ) arising from or related to ( a ) the willful or grossly negligent acts or omissions of Consultant or the Consultant Indemnified Parties ; ( b ) the breach of any provision of , or the failure to perform any obligation under , this Agreement by Consultant ; ( c ) any liability or other claims made by Consultants Indemnified Parties or any other person ( excluding Merchant Indemnified Parties ) against a Merchant Indemnified Party arising out of or related to Consultants conduct of the Sale , except claims arising from Merchants negligence , willful misconduct , or unlawful behavior ; ( d ) any harassment , discrimination or violation of any laws or regulations or any other unlawful , tortuous or otherwise actionable treatment of Merchant Indemnified Parties , or Merchants customers by Consultant or any of the Consultant Indemnified Parties and ( e ) any claims made by any party engaged by Consultant as an employee , agent , representative or independent contractor arising out of such engagement .


Subject to the Approval Order and Merchants consent, Consultant shall have the right, at Consultants sole cost and expense, to supplement the Merchandise in the Sale at the Stores only with additional goods procured by Consultant which are of like kind, and no lesser quality to the Merchandise in the Sale (Additional Goods). The Additional Goods shall be purchased by Consultant as part of the Sale, and delivered to the Stores at Consultants sole expense (including as to labor, freight and insurance relative to shipping such Additional Goods to the Stores). Sales of Additional Goods shall be run through Merchants cash register systems; provided however, that Consultant shall mark the Additional Goods using either a dummy SKU or department number, or in such other manner so as to distinguish the sale of Additional Goods from the sale of Merchandise. Consultant and Merchant shall also cooperate so as to ensure that the Additional Goods are marked in such a way that a reasonable consumer could identify the Additional Goods as non- Merchant goods. Additionally, Consultant, at its own cost and expense, shall provide signage in the Stores notifying customers that the Additional Goods have been included in the Sale.

Subject to the Approval Order and Merchants consent , Consultant shall have the right , at Consultants sole cost and expense , to supplement the Merchandise in the Sale at the Stores only with additional goods procured by Consultant which are of like kind , and no lesser quality to the Merchandise in the Sale ( Additional Goods ) . The Additional Goods shall be purchased by Consultant as part of the Sale , and delivered to the Stores at Consultants sole expense ( including as to labor , freight and insurance relative to shipping such Additional Goods to the Stores ) . Sales of Additional Goods shall be run through Merchants cash register systems ; provided however , that Consultant shall mark the Additional Goods using either a dummy SKU or department number , or in such other manner so as to distinguish the sale of Additional Goods from the sale of Merchandise . Consultant and Merchant shall also cooperate so as to ensure that the Additional Goods are marked in such a way that a reasonable consumer could identify the Additional Goods as non - Merchant goods . Additionally , Consultant , at its own cost and expense , shall provide signage in the Stores notifying customers that the Additional Goods have been included in the Sale .


Gregg Appliances, Inc. on behalf of itself and its

Gregg Appliances , Inc . on behalf of itself and its


This Consulting Agreement (Agreement) is made as of the 11th day of May, 2017 by and between James N. Harmon , whose address is XXXXXXXXXXXXX, Seattle, Washington XXXXX (the CONSULTANT), and ClearSign Combustion Corporation , whose address is 12870 Interurban Avenue South, Seattle, Washington 98168 ( <sup> the COMPANY), in reference to the following:

This Consulting Agreement ( Agreement ) is made as of the 11th day of May , 2017 by and between James N . Harmon , whose address is XXXXXXXXXXXXX , Seattle , Washington XXXXX ( the CONSULTANT ) , and ClearSign Combustion Corporation , whose address is 12870 Interurban Avenue South , Seattle , Washington 98168 ( < sup > the COMPANY ) , in reference to the following :


A.The COMPANY is subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934 , as amended (the Exchange Act), and the rules and regulations promulgated thereunder.

A . The COMPANY is subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) , and the rules and regulations promulgated thereunder .


B.The CONSULTANT was the Chief Financial Officer of the COMPANY from June 16, 2011 to May 11, 2017 and has substantial experience and knowledge regarding the COMPANYs financial and reporting matters.

B . The CONSULTANT was the Chief Financial Officer of the COMPANY from June 16 , 2011 to May 11 , 2017 and has substantial experience and knowledge regarding the COMPANYs financial and reporting matters .


12870 Interurban Avenue South


/s/ James N. Harmon | | James N. Harmon | | | COMPANY | | ClearSign Combustion Corporation | | | By: |

/ s / James N . Harmon | | James N . Harmon | | | COMPANY | | ClearSign Combustion Corporation | | | By : |


executed by James N. Harmon on December 21, 2012

executed by James N . Harmon on December 21 , 2012


Print Name: | James N. Harmon ---|---

Print Name : | James N . Harmon - - - | - - -


Signature: | /s/ James N. Harmon ---|---

Signature : | / s / James N . Harmon - - - | - - -


THIS INDEMNIFICATION AGREEMENT is entered into, effective as of March 7, 2012 by and between ClearSign Combustion Corporation , a Washington corporation (the Company), and James N. Harmon (Indemnitee).

THIS INDEMNIFICATION AGREEMENT is entered into , effective as of March 7 , 2012 by and between ClearSign Combustion Corporation , a Washington corporation ( the Company ) , and James N . Harmon ( Indemnitee ) .


| (b)| Change in Control shall be deemed to have occurred if (i) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 , as amended (the Act)), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company (collectively excluded persons), is or becomes the Beneficial Owner (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 30% or more of the total voting power represented by the Companys then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Companys shareholders was approved by a vote of at least two-thirds ( 2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board, or (iii) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the shareholders of the Company or their relative stock holdings), or (iv) a merger in which the Company is the surviving corporation but after which the shareholders of the Company immediately prior to such merger (other than any shareholder that merges, or which owns or controls another corporation that merges with the Company in such merger) cease to own their shares or other equity interest in the Company, or (v) in the event of a dissolution or liquidation of the Company, or (vi) the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the Companys assets, or (vii) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction. ---|---|---

| ( b ) | Change in Control shall be deemed to have occurred if ( i ) any person ( as such term is used in Sections 13 ( d ) and 14 ( d ) of the Securities Exchange Act of 1934 , as amended ( the Act ) ) , other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company ( collectively excluded persons ) , is or becomes the Beneficial Owner ( as defined in Rule 13d-3 under the Act ) , directly or indirectly , of securities of the Company representing 30 % or more of the total voting power represented by the Companys then outstanding Voting Securities , or ( ii ) during any period of two consecutive years , individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Companys shareholders was approved by a vote of at least two-thirds ( 2 / 3 ) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved , cease for any reason to constitute a majority of the Board , or ( iii ) a merger or consolidation in which the Company is not the surviving corporation ( other than a merger or consolidation with a wholly-owned subsidiary , a reincorporation of the Company in a different jurisdiction , or other transaction in which there is no substantial change in the shareholders of the Company or their relative stock holdings ) , or ( iv ) a merger in which the Company is the surviving corporation but after which the shareholders of the Company immediately prior to such merger ( other than any shareholder that merges , or which owns or controls another corporation that merges with the Company in such merger ) cease to own their shares or other equity interest in the Company , or ( v ) in the event of a dissolution or liquidation of the Company , or ( vi ) the sale or disposition ( in one transaction or a series of transactions ) of all or substantially all of the Companys assets , or ( vii ) the acquisition , sale , or transfer of more than 50 % of the outstanding shares of the Company by tender offer or similar transaction . - - - | - - - | - - -


| (ii)| any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act ( including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section304 of the Sarbanes- Oxley Act of 2002 (the Sarbanes-Oxley Act), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section306 of the Sarbanes-Oxley Act); or ---|---|---

| ( ii ) | any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company , as required in each case under the Exchange Act ( including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section304 of the Sarbanes - Oxley Act of 2002 ( the Sarbanes-Oxley Act ) , or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section306 of the Sarbanes-Oxley Act ) ; or - - - | - - - | - - -


9. Amendment of this Agreement. No supplement , modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

9 . Amendment of this Agreement . No supplement , modification , or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto . No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions hereof ( whether or not similar ) , nor shall such waiver constitute a continuing waiver . Except as specifically provided herein , no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof .


17. Retroactivity. This Agreement shall be deemed to have been in effect during all periods that Indemnitee was a director and/or officer of the Company, regardless of the date of this Agreement.

17 . Retroactivity . This Agreement shall be deemed to have been in effect during all periods that Indemnitee was a director and / or officer of the Company , regardless of the date of this Agreement .


COMPANY: | | | ---|---|---|--- | | CLEARSIGN COMBUSTION CORPORATION | | | | | By: | /s/Richard F. Rutkowski | | | Richard F. Rutkowski | | | Chief Executive Officer | | | INDEMNITEE: | | | James N. Harmon | | | Name of Indemnitee (print name) | | | | | | /s/ James N. Harmon | | | Signature

COMPANY : | | | - - - | - - - | - - - | - - - | | CLEARSIGN COMBUSTION CORPORATION | | | | | By : | / s / Richard F . Rutkowski | | | Richard F . Rutkowski | | | Chief Executive Officer | | | INDEMNITEE : | | | James N . Harmon | | | Name of Indemnitee ( print name ) | | | | | | / s / James N . Harmon | | | Signature


This CONSULTING AGREEMENT (the Agreement), dated as of December3, 2012 , (the Effective Date) is entered into by and between Floor and Decor Outlets of America,Inc ., a Delaware corporation (the Operating Company), FDO Holdings,Inc. , a Delaware corporation (Holdings and, together with the Operating Company, the Company), and George Vincent West , the undersigned individual (Consultant).

This CONSULTING AGREEMENT ( the Agreement ) , dated as of December3 , 2012 , ( the Effective Date ) is entered into by and between Floor and Decor Outlets of America , Inc . , a Delaware corporation ( the Operating Company ) , FDO Holdings , Inc . , a Delaware corporation ( Holdings and , together with the Operating Company , the Company ) , and George Vincent West , the undersigned individual ( Consultant ) .


WHEREAS, the Company and Consultant mutually desire to terminate on the terms set forth herein Consultants employment under the Employment Agreement, to transition Consultants role with the Company from an employee to an independent contractor, non-employee consultant, and to transition Consultants officer role with the Company from an employee Chief Executive Officer to a non-employee Founder of the Company and Vice Chairman of the Board on the terms set forth herein and enter into this Agreement for such purposes;

WHEREAS , the Company and Consultant mutually desire to terminate on the terms set forth herein Consultants employment under the Employment Agreement , to transition Consultants role with the Company from an employee to an independent contractor , non-employee consultant , and to transition Consultants officer role with the Company from an employee Chief Executive Officer to a non-employee Founder of the Company and Vice Chairman of the Board on the terms set forth herein and enter into this Agreement for such purposes ;


(a) Transition; Title. As of the Effective Date, Consultant and the Company hereby mutually agree that (i)Consultant is deemed to have resigned from the position of Chief Executive Officer of the Operating Company and of Holdings and, other than with respect to his service on the Board of Directors of the Company (such term referring throughout this Agreement to the Boards of Directors of both Operating Company and Holdings) or the Board of Directors (or any similar governing body) of any of the Companys subsidiaries, from all other offices held with the Company or any of its subsidiaries as of immediately prior to the Effective Date; (ii)Consultants employment with the Company is hereby terminated; (iii)except as otherwise expressly provided in this Agreement with respect to Sections 2(a), 2(b), 2(d), 3(a)and 4(a)of the Employment Agreement, which shall expressly survive the termination of the Employment Agreement to the extent required to effectuate the express terms of this Agreement, and Section10 of the Employment Agreement, which shall expressly survive the termination of the Employment Agreement, the Employment Agreement shall be and is hereby terminated as of 11:59 p.m.Eastern time on December2, 2012; (iv)Consultant will have the title of Founder of the Company and Vice Chairman of the Board; and (v)each of Vice Chairman and Founder has been designated as an officer position by Holdings Board of Directors pursuant to ArticleIV, Section12 of the Companys Bylaws. Consultant and the Company each acknowledge and mutually agree that the termination of Consultants employment with the Company is voluntary and by mutual agreement, that such termination of Consultants employment is not, and shall not be deemed to be, a termination Without Cause, For Cause or for Good Reason under the Employment Agreement and that such termination of Consultants employment shall not in any way affect the continued validity and enforceability of the Indemnification Agreement, the Stock Option Agreements or any other agreement (other than the Employment Agreement) to which Consultant is a party. Termination of Consultants employment under the Employment Agreement as set forth in this Agreement shall not, alone, entitle the Company to pursue any rights or remedies against or affecting Consultant, whether under the Employment Agreement, the Stock Option Agreements or otherwise.

( a ) Transition ; Title . As of the Effective Date , Consultant and the Company hereby mutually agree that ( i ) Consultant is deemed to have resigned from the position of Chief Executive Officer of the Operating Company and of Holdings and , other than with respect to his service on the Board of Directors of the Company ( such term referring throughout this Agreement to the Boards of Directors of both Operating Company and Holdings ) or the Board of Directors ( or any similar governing body ) of any of the Companys subsidiaries , from all other offices held with the Company or any of its subsidiaries as of immediately prior to the Effective Date ; ( ii ) Consultants employment with the Company is hereby terminated ; ( iii ) except as otherwise expressly provided in this Agreement with respect to Sections 2 ( a ) , 2 ( b ) , 2 ( d ) , 3 ( a ) and 4 ( a ) of the Employment Agreement , which shall expressly survive the termination of the Employment Agreement to the extent required to effectuate the express terms of this Agreement , and Section10 of the Employment Agreement , which shall expressly survive the termination of the Employment Agreement , the Employment Agreement shall be and is hereby terminated as of 11 : 59 p . m . Eastern time on December2 , 2012 ; ( iv ) Consultant will have the title of Founder of the Company and Vice Chairman of the Board ; and ( v ) each of Vice Chairman and Founder has been designated as an officer position by Holdings Board of Directors pursuant to ArticleIV , Section12 of the Companys Bylaws . Consultant and the Company each acknowledge and mutually agree that the termination of Consultants employment with the Company is voluntary and by mutual agreement , that such termination of Consultants employment is not , and shall not be deemed to be , a termination Without Cause , For Cause or for Good Reason under the Employment Agreement and that such termination of Consultants employment shall not in any way affect the continued validity and enforceability of the Indemnification Agreement , the Stock Option Agreements or any other agreement ( other than the Employment Agreement ) to which Consultant is a party . Termination of Consultants employment under the Employment Agreement as set forth in this Agreement shall not , alone , entitle the Company to pursue any rights or remedies against or affecting Consultant , whether under the Employment Agreement , the Stock Option Agreements or otherwise .


(a) Consultants service under this Agreement as an independent contractor consultant serving in an officer capacity as Founder of the Company and Vice Chairman of the Board shall commence on the Effective Date, subject to the condition subsequent that the Revocation Period (as defined in Section10(l)) expires without Consultants revocation of the Release (as defined in Section10(c)) and the Release becomes effective, and shall continue until either party elects to terminate this Agreement upon 30 days advance written notice to the other party (the Consulting Period and, solely for the purposes of the Fair Competition Agreement, also the Employment Period).

( a ) Consultants service under this Agreement as an independent contractor consultant serving in an officer capacity as Founder of the Company and Vice Chairman of the Board shall commence on the Effective Date , subject to the condition subsequent that the Revocation Period ( as defined in Section10 ( l ) ) expires without Consultants revocation of the Release ( as defined in Section10 ( c ) ) and the Release becomes effective , and shall continue until either party elects to terminate this Agreement upon 30 days advance written notice to the other party ( the Consulting Period and , solely for the purposes of the Fair Competition Agreement , also the Employment Period ) .


(a)faithfully, industriously and to the best of Consultants ability, experience and talent, perform such services as an independent contractor consultant serving as a non-employee officer with the titles Founder and Vice Chairman of the Board, as shall be (i)reasonably required by the Company or requested by the Board of Directors of Holdings and (ii)agreed to by Consultant;

( a ) faithfully , industriously and to the best of Consultants ability , experience and talent , perform such services as an independent contractor consultant serving as a non-employee officer with the titles Founder and Vice Chairman of the Board , as shall be ( i ) reasonably required by the Company or requested by the Board of Directors of Holdings and ( ii ) agreed to by Consultant ;


(ii) For purposes of the Stock Option Agreements covering the Options and of the FDO Holdings,Inc. Amended and Restated 2011 Stock Option Plan (as such may be amended from time to time, the Plan), (A)the definition of For Cause in Section4(a)of the Employment Agreement will continue to apply with respect to an event or occurrence that would have been grounds for termination For Cause thereunder which are reasonably applicable with respect to Consultants Duties and Responsibilities under this Agreement in place of Executives Duties and Responsibilities under the Employment Agreement, and (B)all references to Good Reason shall be inapplicable (such that any termination of this Agreement by Consultant for any reason shall be considered to be a voluntary termination and not a termination for Good Reason).

( ii ) For purposes of the Stock Option Agreements covering the Options and of the FDO Holdings , Inc . Amended and Restated 2011 Stock Option Plan ( as such may be amended from time to time , the Plan ) , ( A ) the definition of For Cause in Section4 ( a ) of the Employment Agreement will continue to apply with respect to an event or occurrence that would have been grounds for termination For Cause thereunder which are reasonably applicable with respect to Consultants Duties and Responsibilities under this Agreement in place of Executives Duties and Responsibilities under the Employment Agreement , and ( B ) all references to Good Reason shall be inapplicable ( such that any termination of this Agreement by Consultant for any reason shall be considered to be a voluntary termination and not a termination for Good Reason ) .


(b) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company and Consultant agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to Consultant. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, Consultant hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including all of Consultants right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including all rights of any kind or any nature now or hereafter recognized, including the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, including the right to receive all proceeds and damages therefrom. In addition, Consultant hereby waives any so-called moral rights with respect to the Inventions. Consultant hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including any rights that would otherwise accrue to Consultants benefit by virtue of Consultant being an employee of, or consultant or other service provider to the Company. Consultants obligations under this Section7 shall survive the termination of service and the expiration or termination of this Agreement in accordance with the terms and conditions herein.

( b ) In addition , the Inventions will be deemed Work for Hire , as such term is defined under the copyright law of the United States , on behalf of the Company and Consultant agrees that the Company will be the sole owner of the Inventions , and all underlying rights therein , in all media now known or hereinafter devised , throughout the universe and in perpetuity without any further obligations to Consultant . If the Inventions , or any portion thereof , are deemed not to be Work for Hire , Consultant hereby irrevocably conveys , transfers and assigns to the Company , all rights , in all media now known or hereinafter devised , throughout the universe and in perpetuity , in and to the Inventions , including all of Consultants right , title and interest in the copyrights ( and all renewals , revivals and extensions thereof ) to the Inventions , including all rights of any kind or any nature now or hereafter recognized , including the unrestricted right to make modifications , adaptations and revisions to the Inventions , to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement , or other unauthorized use or conduct in derogation of the Inventions , known or unknown , including the right to receive all proceeds and damages therefrom . In addition , Consultant hereby waives any so-called moral rights with respect to the Inventions . Consultant hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon , including any rights that would otherwise accrue to Consultants benefit by virtue of Consultant being an employee of , or consultant or other service provider to the Company . Consultants obligations under this Section7 shall survive the termination of service and the expiration or termination of this Agreement in accordance with the terms and conditions herein .


(c) Entire Agreement. This Agreement, together with the Fair Competition Agreement, the Plan, the Stock Option Agreements and the Indemnification Agreement contain the entire agreement and understanding between the parties hereto with respect to the transition of Consultants officer role with the Company from an employee Chief Executive Officer to non-employee officer positions of Founder of the Company and Vice Chairman of the Board on the terms set forth herein and supersede any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof. Notwithstanding anything to the contrary herein and only for purposes of amplification and not of limitation, the parties acknowledge that Consultant, as shareholder, is party to a separate Fair Competition Agreement. Consultant agrees that to the extent that Consultant has remaining obligations under the Fair Competition Agreement which have not expired and which are also the subject of this Agreement, then the terms of the Fair Competition Agreement (as amended by Section1(b)of this Agreement) control.

( c ) Entire Agreement . This Agreement , together with the Fair Competition Agreement , the Plan , the Stock Option Agreements and the Indemnification Agreement contain the entire agreement and understanding between the parties hereto with respect to the transition of Consultants officer role with the Company from an employee Chief Executive Officer to non-employee officer positions of Founder of the Company and Vice Chairman of the Board on the terms set forth herein and supersede any prior or contemporaneous written or oral agreements , representations and warranties between them respecting the subject matter hereof . Notwithstanding anything to the contrary herein and only for purposes of amplification and not of limitation , the parties acknowledge that Consultant , as shareholder , is party to a separate Fair Competition Agreement . Consultant agrees that to the extent that Consultant has remaining obligations under the Fair Competition Agreement which have not expired and which are also the subject of this Agreement , then the terms of the Fair Competition Agreement ( as amended by Section1 ( b ) of this Agreement ) control .


If to Consultant: --- George Vincent West 378 Pine Tree Drive, NE Atlanta, Georgia 30305-3415 Telephone: (678) 938-5092 Facsimile (404) 320-9439

If to Consultant : - - - George Vincent West 378 Pine Tree Drive , NE Atlanta , Georgia 30305-3415 Telephone : ( 678 ) 938-5092 Facsimile ( 404 ) 320-9439


with a copy to: --- Wilson Brock& Irby, L.L.C. 2849 Paces Ferry Road Suite700 Atlanta, Georgia 30339 Telephone: (404) 853-5050 Facsimile: (404) 853-1812 Attention: Frank L. Wilson,III,Esq. If to the Company: Floor and Decor Outlets of America,Inc . 2233 Lake Park Drive, Suite400 Smyrna, GA 30080 Telephone: (404) 471-1634 Facsimile: (404) 320-9439 Attention: General Counsel with copies to: FDO Holdings,Inc. 2000 <sup> Avenue of the Stars, 12thFloor Los Angeles, CA 90067 Telephone: (310) 201-4100 Facsimile: (310) 201-4170 Attention: Adam Stein and Ares Management LLC 2000 Avenue of the Stars, 12th Floor Los Angeles, CA 90067 Telephone: (310) 201-4100 Facsimile: (310) 201-4170 Attention: Adam Stein and Proskauer Rose LLP 2049 Century Park East, Suite3200 Los Angeles, CA 90067 Telephone: (310) 284-4544 Facsimile: (310) 557-2193 Attention: Monica J. Shilling,Esq.

with a copy to : - - - Wilson Brock & amp ; Irby , L . L . C . 2849 Paces Ferry Road Suite700 Atlanta , Georgia 30339 Telephone : ( 404 ) 853-5050 Facsimile : ( 404 ) 853-1812 Attention : Frank L . Wilson , III , Esq . If to the Company : Floor and Decor Outlets of America , Inc . 2233 Lake Park Drive , Suite400 Smyrna , GA 30080 Telephone : ( 404 ) 471-1634 Facsimile : ( 404 ) 320-9439 Attention : General Counsel with copies to : FDO Holdings , Inc . 2000 < sup > Avenue of the Stars , 12thFloor Los Angeles , CA 90067 Telephone : ( 310 ) 201-4100 Facsimile : ( 310 ) 201-4170 Attention : Adam Stein and Ares Management LLC 2000 Avenue of the Stars , 12th Floor Los Angeles , CA 90067 Telephone : ( 310 ) 201-4100 Facsimile : ( 310 ) 201-4170 Attention : Adam Stein and Proskauer Rose LLP 2049 Century Park East , Suite3200 Los Angeles , CA 90067 Telephone : ( 310 ) 284-4544 Facsimile : ( 310 ) 557-2193 Attention : Monica J . Shilling , Esq .


/s/ George Vincent West | | | |


George Vincent West Consulting Agreement Signature Page


AGREEMENT FOR CORPORATE EXECUTIVE


This Executive Agreement (Agreement) in entered and into effect as of 8th day of May, 2017 , between Gala Global, Inc. , a Nevada Corporation, having a principal address of 2780 S. Jones Blvd #3725, Las Vegas NV 89146 and its subsidiaries, affiliates, or corporate or other successors, if any (collectively, Company), and Timothy Madden , an individual (Executive).

This Executive Agreement ( Agreement ) in entered and into effect as of 8th day of May , 2017 , between Gala Global , Inc . , a Nevada Corporation , having a principal address of 2780 S . Jones Blvd # 3725 , Las Vegas NV 89146 and its subsidiaries , affiliates , or corporate or other successors , if any ( collectively , Company ) , and Timothy Madden , an individual ( Executive ) .


The term of this Agreement shall commence on the 8th day May 2017 , and shall continue through MARCH 30th 2020 unless terminated in accordance with the provisions of this Agreement.

The term of this Agreement shall commence on the 8th day May 2017 , and shall continue through MARCH 30th 2020 unless terminated in accordance with the provisions of this Agreement .


Executive shall serve in an executive capacity and shall perform such duties as are consistent with his positions as Chief Executive Officer . Executive performance of his duties shall at all times be subject to the policies set by Companys Board of Directors, and to the consent of the Board, when required by this Agreement, or by the Bylaws or Board resolutions of the Company. Such duties shall include, without limitation, leading and coordinating Companys efforts to develop and implement strategic and operating plans for Company and its operating subsidiaries (including, without limitation, the production, manufacture, marketing, distribution, and sale of the products of Companys operating subsidiaries); executing day-to-day general management of Company; developing relationships with new distributors, customers, and suppliers; maintaining and solidifying relationships with Companys existing distributors, customers, and suppliers; and supporting the development and growth of Company and its operating subsidiaries.

Executive shall serve in an executive capacity and shall perform such duties as are consistent with his positions as Chief Executive Officer . Executive performance of his duties shall at all times be subject to the policies set by Companys Board of Directors , and to the consent of the Board , when required by this Agreement , or by the Bylaws or Board resolutions of the Company . Such duties shall include , without limitation , leading and coordinating Companys efforts to develop and implement strategic and operating plans for Company and its operating subsidiaries ( including , without limitation , the production , manufacture , marketing , distribution , and sale of the products of Companys operating subsidiaries ) ; executing day-to-day general management of Company ; developing relationships with new distributors , customers , and suppliers ; maintaining and solidifying relationships with Companys existing distributors , customers , and suppliers ; and supporting the development and growth of Company and its operating subsidiaries .


| a)| During the term of this Agreement, the Executive will be paid an ANNUAL base of Executive Stock in the amount of ONE MILLION FIVE HUNDRED THOUSAND ( 1,500,000 ) shares of Rule 144 Restricted Common Stock of the Company (OTC: GLAG); ---|---|--- | b)| The Executive shall be issued ONE PERCENT (1%) of the issue and outstanding equity stock in Company every Six (6) Months during the term of this Agreement; ---|---|--- | c)| The Executive will be paid an additional TEN THOUSAND dollars ($10,000) a month until the sale of the 1.5 million and or (1%) of the issue and outstanding equity stock issued every Six (6) Months during the term of this Agreement equals or exceeds $10,000 a month. ---|---|--- | d)| The certificates representing the Executive Stock Common Shares will bear the following legend; ---|---|---

| a ) | During the term of this Agreement , the Executive will be paid an ANNUAL base of Executive Stock in the amount of ONE MILLION FIVE HUNDRED THOUSAND ( 1 , 500 , 000 ) shares of Rule 144 Restricted Common Stock of the Company ( OTC : GLAG ) ; - - - | - - - | - - - | b ) | The Executive shall be issued ONE PERCENT ( 1 % ) of the issue and outstanding equity stock in Company every Six ( 6 ) Months during the term of this Agreement ; - - - | - - - | - - - | c ) | The Executive will be paid an additional TEN THOUSAND dollars ( $ 10 , 000 ) a month until the sale of the 1 . 5 million and or ( 1 % ) of the issue and outstanding equity stock issued every Six ( 6 ) Months during the term of this Agreement equals or exceeds $ 10 , 000 a month . - - - | - - - | - - - | d ) | The certificates representing the Executive Stock Common Shares will bear the following legend ; - - - | - - - | - - -


CONSULTING AGREEMENT AND APPOINTMENT TO BOARD OF DIRECTORS


| (a)| Term. The term of this Agreement is for 2 year(s), commencing on April 23, 2017 . ---|---|---

| ( a ) | Term . The term of this Agreement is for 2 year ( s ) , commencing on April 23 , 2017 . - - - | - - - | - - -


| (a)| Beginning April 23, 2017 , on the 1st day of each month thereafter, Consultant shall receive $8,000.00 (40 hours, additional hours billed at $200/hr.) for consulting duties. Compensation for duties as a Board Member shall $16,000.00 on an annual basis. ---|---|---

| ( a ) | Beginning April 23 , 2017 , on the 1st day of each month thereafter , Consultant shall receive $ 8 , 000 . 00 ( 40 hours , additional hours billed at $ 200 / hr . ) for consulting duties . Compensation for duties as a Board Member shall $ 16 , 000 . 00 on an annual basis . - - - | - - - | - - -


To the Consultant: Gerry David


THIS GUARANTY AGREEMENT (the Guaranty) is executed as of September 29, 2017 , by GRIFFIN CAPITAL ESSENTIAL ASSET REIT INC., a Maryland corporation, having an address at c/o Griffin Capital Company, LLC, 1520 E. Grand Avenue, El Segundo, CA 90245, Attention : Javier Bitar (whether one or more, together with its permitted successors and assigns, collectively referred to as Guarantor), for the benefit of BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (together with its successors and assigns, Lender).

THIS GUARANTY AGREEMENT ( the Guaranty ) is executed as of September 29 , 2017 , by GRIFFIN CAPITAL ESSENTIAL ASSET REIT INC . , a Maryland corporation , having an address at c / o Griffin Capital Company , LLC , 1520 E . Grand Avenue , El Segundo , CA 90245 , Attention : Javier Bitar ( whether one or more , together with its permitted successors and assigns , collectively referred to as Guarantor ) , for the benefit of BANK OF AMERICA , N . A . , a national banking association , having an address at 214 North Tryon Street , NC1-027-15-01 , Charlotte , North Carolina 28255 ( together with its successors and assigns , Lender ) .


1.6 No Duty To Pursue Others . It shall not be necessary for Lender (and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Lenders rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Lenders rights against any other guarantors of the Guaranteed Obligations, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Loan or (f) resort to any other means of obtaining payment of the Guaranteed Obligations. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

1 . 6 No Duty To Pursue Others . It shall not be necessary for Lender ( and Guarantor hereby waives any rights which Guarantor may have to require Lender ) , in order to enforce the obligations of Guarantor hereunder , first to ( a ) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person , ( b ) enforce Lenders rights against any collateral which shall ever have been given to secure the Loan , ( c ) enforce Lenders rights against any other guarantors of the Guaranteed Obligations , ( d ) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty , ( e ) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Loan or ( f ) resort to any other means of obtaining payment of the Guaranteed Obligations . Lender shall not be required to mitigate damages or take any other action to reduce , collect or enforce the Guaranteed Obligations .


1.12 Net Worth. So long as the Loan and any of the obligations set forth in the Loan Documents remain outstanding, Guarantor shall maintain a minimum Net Worth (as defined herein) of not less than $250,000,000.00 (the Minimum Financial Criteria).

1 . 12 Net Worth . So long as the Loan and any of the obligations set forth in the Loan Documents remain outstanding , Guarantor shall maintain a minimum Net Worth ( as defined herein ) of not less than $ 250 , 000 , 000 . 00 ( the Minimum Financial Criteria ) .


3.3 No Representation By Lender . Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty.

3 . 3 No Representation By Lender . Neither Lender nor any other party has made any representation , warranty or statement to Guarantor in order to induce the Guarantor to execute this Guaranty .


FULLEST EXTENT PERMITTED BY LAW, GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

FULLEST EXTENT PERMITTED BY LAW , GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY , THE NOTE AND THE OTHER LOAN DOCUMENTS , AND THIS GUARANTY , THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW .


AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT , ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK , NEW YORK , AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT , ACTION OR PROCEEDING IN THE STATE OF NEW YORK . GUARANTOR ( I ) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER , ( II ) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK , NEW YORK ( WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS ) , AND ( III ) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK , NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR .


5.13 Waiver of Right To Trial By Jury. GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE MORTGAGE OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

5 . 13 Waiver of Right To Trial By Jury . GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY , AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY , THE NOTE , THE LOAN AGREEMENT , THE MORTGAGE OR THE OTHER LOAN DOCUMENTS , OR ANY CLAIM , COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH . THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR , AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE . LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR .


2\. WR Griffin Patterson, LLC , a Delaware limited liability company

2 \ . WR Griffin Patterson , LLC , a Delaware limited liability company


EX-10.1 2 hgriisep2017exhibit101unco.htm EXHIBIT 10.1 UNCOMMITTED LOAN AGREEMENT


UNCOMMITTED LOAN AGREEMENT between HINES GLOBAL REIT II PROPERTIES LP <sup> as Borrower and HINES INTERESTS LIMITED PARTNERSHIP as Lender dated October 2, 2017

UNCOMMITTED LOAN AGREEMENT between HINES GLOBAL REIT II PROPERTIES LP < sup > as Borrower and HINES INTERESTS LIMITED PARTNERSHIP as Lender dated October 2 , 2017


(v) Environmental Laws shall mean all federal, state and local environmental laws and regulations, including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, Public Law No. 96-510 , 94 Stat. 2767 , 42 USC 9601 et seq, and the Superfund Amendments and Reauthorization Act of 1986, Public Law No. 99-499 , 100 Stat. 1613 .

( v ) Environmental Laws shall mean all federal , state and local environmental laws and regulations , including but not limited to , the Comprehensive Environmental Response , Compensation and Liability Act of 1980 , Public Law No . 96-510 , 94 Stat . 2767 , 42 USC 9601 et seq , and the Superfund Amendments and Reauthorization Act of 1986 , Public Law No . 99-499 , 100 Stat . 1613 .


(1) is any of (i) a general or limited partnership, in which the only managing partners are Gerald D. Hines, Jeffrey C. Hines, the Lender or another Hines Affiliate; (ii) a limited liability company in which the only managing members are one or more of Gerald D. Hines, Jeffrey C. Hines, the Lender or another Hines Affiliate; (iii) a corporation the majority of the voting stock of which is owned, directly or indirectly, by members of the Hines Family, one or more Hines Family Trusts or another Hines Affiliate; (iv) HILP; (v) any fund or co- investment vehicle, platform or program (e.g., a series of related coordinated investments through project-specific legal entities) controlled by the Lender or another Hines Affiliate, as fund/entity/program managing general partner, managing member, manager or advisor; (vi) Hines REIT; (vii) the Borrower; (viii) Hines Global REIT, (ix) the Global REIT or (x) any other entity other than the entities described in clauses (i) through (ix) of this definition that is controlled, directly or indirectly, by Gerald D. Hines, Jeffrey C. Hines, the Lender or another Hines Affiliate; and

( 1 ) is any of ( i ) a general or limited partnership , in which the only managing partners are Gerald D . Hines , Jeffrey C . Hines , the Lender or another Hines Affiliate ; ( ii ) a limited liability company in which the only managing members are one or more of Gerald D . Hines , Jeffrey C . Hines , the Lender or another Hines Affiliate ; ( iii ) a corporation the majority of the voting stock of which is owned , directly or indirectly , by members of the Hines Family , one or more Hines Family Trusts or another Hines Affiliate ; ( iv ) HILP ; ( v ) any fund or co - investment vehicle , platform or program ( e . g . , a series of related coordinated investments through project-specific legal entities ) controlled by the Lender or another Hines Affiliate , as fund / entity / program managing general partner , managing member , manager or advisor ; ( vi ) Hines REIT ; ( vii ) the Borrower ; ( viii ) Hines Global REIT , ( ix ) the Global REIT or ( x ) any other entity other than the entities described in clauses ( i ) through ( ix ) of this definition that is controlled , directly or indirectly , by Gerald D . Hines , Jeffrey C . Hines , the Lender or another Hines Affiliate ; and


(ss) Loan Amount shall mean $240,000,000 <sup> .

( ss ) Loan Amount shall mean $ 240 , 000 , 000 < sup > .


(b) Notwithstanding anything to the contrary in Section 2.4(a), if an Event of Default is in existence, all outstanding amounts of principal and, to the extent permitted by applicable law, all overdue interest in respect of the Loan, shall bear interest, payable on demand, at a per annum rate equal to the Default Interest Rate. If any amount (other than the principal of and interest on the Loan) payable by Borrower under the Loan Documents is not paid when due, such amount shall bear interest, payable on demand, at a per annum rate equal to the Default Interest Rate.

( b ) Notwithstanding anything to the contrary in Section 2 . 4 ( a ) , if an Event of Default is in existence , all outstanding amounts of principal and , to the extent permitted by applicable law , all overdue interest in respect of the Loan , shall bear interest , payable on demand , at a per annum rate equal to the Default Interest Rate . If any amount ( other than the principal of and interest on the Loan ) payable by Borrower under the Loan Documents is not paid when due , such amount shall bear interest , payable on demand , at a per annum rate equal to the Default Interest Rate .


4.8 Financial Statements. Any and all balance sheets, statements of income or loss, and financial statements heretofore furnished to Lender with respect to Borrower, are true and correct in all material respects as of the dates thereof, and fully and accurately present the financial condition of the subjects thereof as of the dates thereof, and no material adverse change has occurred in the financial condition reflected therein since the dates of the most recent thereof.

4 . 8 Financial Statements . Any and all balance sheets , statements of income or loss , and financial statements heretofore furnished to Lender with respect to Borrower , are true and correct in all material respects as of the dates thereof , and fully and accurately present the financial condition of the subjects thereof as of the dates thereof , and no material adverse change has occurred in the financial condition reflected therein since the dates of the most recent thereof .


9.14 Submission to Jurisdiction. BORROWER IRREVOCABLY SUBMITS TO THE NON- EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS, THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF THE STATE OF TEXAS, AND APPELLATE COURTS FROM ANY OF SUCH COURTS, AS LENDER IN ITS SOLE DISCRETION MAY ELECT, OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE. BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT BORROWER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT HAS ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT SHALL BE CONCLUSIVE AND BINDING UPON BORROWER. EACH PARTY TO THIS AGREEMENT IRREVOCABLY

9 . 14 Submission to Jurisdiction . BORROWER IRREVOCABLY SUBMITS TO THE NON - EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS , THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF THE STATE OF TEXAS , AND APPELLATE COURTS FROM ANY OF SUCH COURTS , AS LENDER IN ITS SOLE DISCRETION MAY ELECT , OVER ANY SUIT , ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT , WHETHER SOUNDING IN CONTRACT , TORT , EQUITY OR OTHERWISE . BORROWER HEREBY IRREVOCABLY WAIVES , TO THE FULLEST EXTENT PERMITTED BY LAW , ANY OBJECTION THAT BORROWER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT , ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT HAS ANY SUCH SUIT , ACTION OR PROCEEDING BROUGHT IN SUCH A COURT SHALL BE CONCLUSIVE AND BINDING UPON BORROWER . EACH PARTY TO THIS AGREEMENT IRREVOCABLY


9.15 Limitation of Liability. LENDER SHALL NOT HAVE ANY LIABILITY TO BORROWER (WHETHER SOUNDING IN TORT, CONTRACT, OR OTHERWISE) FOR LOSSES SUFFERED BY BORROWER, AND BORROWER HEREBY WAIVES AND RELEASES ANY CLAIMS IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THE TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED BY THIS AGREEMENT OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION HEREWITH, UNLESS (AND THEN ONLY TO THE EXTENT) IT IS DETERMINED BY A FINAL AND NONAPPEALABLE JUDGMENT OR COURT ORDER BINDING ON LENDER THAT THE LOSSES WERE THE RESULT OF ACTS OR OMISSIONS CONSTITUTING GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONTRACT OR KNOWING OR GROSSLY NEGLIGENT VIOLATIONS OF APPLICABLE REQUIREMENTS OF LAW.

9 . 15 Limitation of Liability . LENDER SHALL NOT HAVE ANY LIABILITY TO BORROWER ( WHETHER SOUNDING IN TORT , CONTRACT , OR OTHERWISE ) FOR LOSSES SUFFERED BY BORROWER , AND BORROWER HEREBY WAIVES AND RELEASES ANY CLAIMS IN CONNECTION WITH , ARISING OUT OF , OR IN ANY WAY RELATED TO THE TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED BY THIS AGREEMENT OR ANY ACT , OMISSION OR EVENT OCCURRING IN CONNECTION HEREWITH , UNLESS ( AND THEN ONLY TO THE EXTENT ) IT IS DETERMINED BY A FINAL AND NONAPPEALABLE JUDGMENT OR COURT ORDER BINDING ON LENDER THAT THE LOSSES WERE THE RESULT OF ACTS OR OMISSIONS CONSTITUTING GROSS NEGLIGENCE , WILLFUL MISCONDUCT , BREACH OF CONTRACT OR KNOWING OR GROSSLY NEGLIGENT VIOLATIONS OF APPLICABLE REQUIREMENTS OF LAW .


THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR , CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES .


Hines Global REIT II, Inc., |


INTERNAL LAWS AND DECISIONS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.

INTERNAL LAWS AND DECISIONS OF THE STATE OF TEXAS , WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS .


15. Submission to Jurisdiction. MAKER IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS, THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF THE STATE OF TEXAS, AND APPELLATE COURTS FROM ANY OF SUCH COURTS, AS LENDER IN ITS SOLE DISCRETION MAY ELECT, OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE. MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT MAKER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT HAS ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT SHALL BE CONCLUSIVE AND BINDING UPON MAKER.

15 . Submission to Jurisdiction . MAKER IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS , THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF THE STATE OF TEXAS , AND APPELLATE COURTS FROM ANY OF SUCH COURTS , AS LENDER IN ITS SOLE DISCRETION MAY ELECT , OVER ANY SUIT , ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE , WHETHER SOUNDING IN CONTRACT , TORT , EQUITY OR OTHERWISE . MAKER HEREBY IRREVOCABLY WAIVES , TO THE FULLEST EXTENT PERMITTED BY LAW , ANY OBJECTION THAT MAKER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT , ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT HAS ANY SUCH SUIT , ACTION OR PROCEEDING BROUGHT IN SUCH A COURT SHALL BE CONCLUSIVE AND BINDING UPON MAKER .


THIS NOTE, THE LOAN AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THIS NOTE , THE LOAN AGREEMENT , AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR , CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES .


THIS LOAN AGREEMENT (this Agreement), is executed as of February23, 2017 , by and between VIASPACE Inc. , a Nevada corporation (the Company), and Kevin L. Schewe, MD , an individual (the Lender).

THIS LOAN AGREEMENT ( this Agreement ) , is executed as of February23 , 2017 , by and between VIASPACE Inc . , a Nevada corporation ( the Company ) , and Kevin L . Schewe , MD , an individual ( the Lender ) .


2.1 Initial Loan. According to the terms and subject to the conditions of this Agreement, the Lender shall make a single-installment loan to the Company on the Initial Loan Closing Date in an amount determined by Lender in his sole discretion (the Initial Loan), and may advance additional Loans, upon the Companys request and accordance with the terms set forth in Section2.2, in the amount up to $100,000 less the amount of the Initial Loan (the "Additional Loans) (the Initial Loan and the Additional Loan, if any, shall be referred to collectively as the Loans). The Loans shall be each evidenced by a convertible promissory note in the form attached hereto as ExhibitA (Note), duly executed on behalf of the Company and dated as of the Initial Loan Closing Date. The Note shall be convertible, upon Lenders request, into shares of Company common stock at a price per share equal to twenty percent (20%) of the Average Closing Price as reported by the principal trading exchange on which the Companys Common Stock is traded for the twenty (20)trading days preceding the date of the Note.

2 . 1 Initial Loan . According to the terms and subject to the conditions of this Agreement , the Lender shall make a single-installment loan to the Company on the Initial Loan Closing Date in an amount determined by Lender in his sole discretion ( the Initial Loan ) , and may advance additional Loans , upon the Companys request and accordance with the terms set forth in Section2 . 2 , in the amount up to $ 100 , 000 less the amount of the Initial Loan ( the " Additional Loans ) ( the Initial Loan and the Additional Loan , if any , shall be referred to collectively as the Loans ) . The Loans shall be each evidenced by a convertible promissory note in the form attached hereto as ExhibitA ( Note ) , duly executed on behalf of the Company and dated as of the Initial Loan Closing Date . The Note shall be convertible , upon Lenders request , into shares of Company common stock at a price per share equal to twenty percent ( 20 % ) of the Average Closing Price as reported by the principal trading exchange on which the Companys Common Stock is traded for the twenty ( 20 ) trading days preceding the date of the Note .