1. This certificate is delivered to you pursuant to Section8.2 of the Term Loan Agreement dated as of April16, 2014 (as amended, restated, supplemented or otherwise modified, the Term Loan Agreement), by and among the Borrower, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Term Loan Agreement.

1 . This certificate is delivered to you pursuant to Section8 . 2 of the Term Loan Agreement dated as of April16 , 2014 ( as amended , restated , supplemented or otherwise modified , the Term Loan Agreement ) , by and among the Borrower , the Lenders party thereto and Wells Fargo Bank , National Association , as Administrative Agent . Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Term Loan Agreement .


WELLS FARGO BANK, NATIONAL ASSOCIATION,< <sup> br/>

WELLS FARGO BANK , NATIONAL ASSOCIATION , & lt ; < sup > br / & gt ;


6. General Provisions . This Borrower Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Borrower Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature pageof this Borrower Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Borrower Assignment and Assumption. This Borrower Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

6 . General Provisions . This Borrower Assignment and Assumption shall be binding upon , and inure to the benefit of , the parties hereto and their respective successors and assigns . This Borrower Assignment and Assumption may be executed in any number of counterparts , which together shall constitute one instrument . Delivery of an executed counterpart of a signature pageof this Borrower Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Borrower Assignment and Assumption . This Borrower Assignment and Assumption shall be governed by , and construed in accordance with , the law of the State of New York .


This ExhibitI is intended to summarize certain basic terms of the reverse Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section4.5 of the Term Loan Agreement (each such auction, an Auction), of which this ExhibitI is a part. It is not intended to be a definitive statement of all of the terms and conditions of a reverse Dutch auction, the definitive terms and conditions for which shall be set forth in the applicable offering document. None of the Administrative Agent, the Auction Manager, or any of their Affiliates makes any recommendation pursuant to any offering document as to whether or not any Lender should sell any Classof its Term Loans (including, for the avoidance of doubt, any Initial Term Loans,Incremental Term Loans, Extended Term Loans and Refinancing Term Loans, as applicable) to the Borrower pursuant to any offering documents, nor shall the decision by the Administrative Agent or the Auction Manager (or any of their respective Affiliates) in its capacity as a Lender to sell any such Term Loans to the Borrower be deemed to constitute such a recommendation. Each Lender should make its own decision as to whether to sell any of its Term Loans (or any Term Loans of a particular Class) and as to the price to be sought for any such Term Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning each Auction and the relevant offering documents. Each Lender, by participating in an Auction, acknowledges and agrees that in connection with such Auction, (1)such Lender has independently and, without reliance on the Borrower, any of its Subsidiaries, the Administrative Agent, the Auction Manager or any of their respective Affiliates, made its own analysis and determination to participate in such Auction and (2)none of the Administrative Agent, the Auction Manager or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Administrative Agent, the Auction Manager and their respective Affiliates.

This ExhibitI is intended to summarize certain basic terms of the reverse Dutch auction procedures pursuant to and in accordance with the terms and conditions of Section4 . 5 of the Term Loan Agreement ( each such auction , an Auction ) , of which this ExhibitI is a part . It is not intended to be a definitive statement of all of the terms and conditions of a reverse Dutch auction , the definitive terms and conditions for which shall be set forth in the applicable offering document . None of the Administrative Agent , the Auction Manager , or any of their Affiliates makes any recommendation pursuant to any offering document as to whether or not any Lender should sell any Classof its Term Loans ( including , for the avoidance of doubt , any Initial Term Loans , Incremental Term Loans , Extended Term Loans and Refinancing Term Loans , as applicable ) to the Borrower pursuant to any offering documents , nor shall the decision by the Administrative Agent or the Auction Manager ( or any of their respective Affiliates ) in its capacity as a Lender to sell any such Term Loans to the Borrower be deemed to constitute such a recommendation . Each Lender should make its own decision as to whether to sell any of its Term Loans ( or any Term Loans of a particular Class ) and as to the price to be sought for any such Term Loans . In addition , each Lender should consult its own attorney , business advisor or tax advisor as to legal , business , tax and related matters concerning each Auction and the relevant offering documents . Each Lender , by participating in an Auction , acknowledges and agrees that in connection with such Auction , ( 1 ) such Lender has independently and , without reliance on the Borrower , any of its Subsidiaries , the Administrative Agent , the Auction Manager or any of their respective Affiliates , made its own analysis and determination to participate in such Auction and ( 2 ) none of the Administrative Agent , the Auction Manager or any of their respective Affiliates shall have any liability to such Lender , and such Lender hereby waives and releases , to the extent permitted by law , any claims such Lender may have against the Administrative Agent , the Auction Manager and their respective Affiliates .


(E) NOTIFICATION PROCEDURES. The Auction Manager will calculate the Applicable Threshold Price and will post the Applicable Threshold Price and proration factor onto an internet or intranet site (including an IntraLinks, SyndTrak or other electronic workspace) in accordance with the Auction Managers standard dissemination practices by 4:00p.m.New York City time on the Business Day during which the Expiration Time occurs. The Auction Manager will insert the principal amount of Term Loans of the applicable Classto be assigned and the applicable settlement date into each applicable Auction Assignment and Assumption received in connection with a Qualifying Bid. Upon the request of the submitting Lender, the Auction Manager will promptly return any Auction Assignment and Assumption received in connection with a Return Bid that is not a Qualifying Bid.

( E ) NOTIFICATION PROCEDURES . The Auction Manager will calculate the Applicable Threshold Price and will post the Applicable Threshold Price and proration factor onto an internet or intranet site ( including an IntraLinks , SyndTrak or other electronic workspace ) in accordance with the Auction Managers standard dissemination practices by 4 : 00p . m . New York City time on the Business Day during which the Expiration Time occurs . The Auction Manager will insert the principal amount of Term Loans of the applicable Classto be assigned and the applicable settlement date into each applicable Auction Assignment and Assumption received in connection with a Qualifying Bid . Upon the request of the submitting Lender , the Auction Manager will promptly return any Auction Assignment and Assumption received in connection with a Return Bid that is not a Qualifying Bid .


ForeignQualification Jurisdiction ---|---|---|---|--- FTS International Manufacturing, LLC


N/A FTS International Ventures II, LLC

N / A FTS International Ventures II , LLC


FTS International Services, LLC


No FTS International Ventures II, LLC


08- 001600437 2 5/9/2008


08- 003213954 1 9/30/2008


PNC Equipment Finance, LLC


12- 001915649 9 6/15/2012


12- 003823610 6 12/10/2012


12- 003829561 6 12/10/2012


12- 003830209 9 12/10/2012


EX-10.1 2 ffwm-ex101_7.htm EX-10.1 NEXBANK LOAN AGREEMENT


First Foundation Inc. , a Delaware corporation

First Foundation Inc . , a Delaware corporation


18101 Von Karman Ave., Suite 700,


Dated as of February 8, 2017


Bank Regulatory Authority:The FDIC, the Federal Reserve Bank, DBO, OFAC and any regulatory authority (whether Federal or State) that has jurisdiction over the operations of Borrower, as a bank holding company, or over the banking operations of the Bank.

Bank Regulatory Authority : The FDIC , the Federal Reserve Bank , DBO , OFAC and any regulatory authority ( whether Federal or State ) that has jurisdiction over the operations of Borrower , as a bank holding company , or over the banking operations of the Bank .


BHCA: The United States Bank Holding Company Act of 1956 , as amended.

BHCA : The United States Bank Holding Company Act of 1956 , as amended .


ERISA: The Employee Retirement Income Security Act of 1974 , as amended, and the regulations promulgated thereunder from time to time.

ERISA : The Employee Retirement Income Security Act of 1974 , as amended , and the regulations promulgated thereunder from time to time .


FDIA: The Federal Deposit Insurance Act of 1933 , as amended from time to time, and the regulations promulgated pursuant thereto.

FDIA : The Federal Deposit Insurance Act of 1933 , as amended from time to time , and the regulations promulgated pursuant thereto .


(g)money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 , (ii) are rated AAA by S&P and Aaa by Moodys and (iii) have portfolio assets of at least $5,000,000,000.

( g ) money market funds that ( i ) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 , ( ii ) are rated AAA by S & amp ; P and Aaa by Moodys and ( iii ) have portfolio assets of at least $ 5 , 000 , 000 , 000 .


(e) USA Patriot Act. Promptly upon the request thereof, to the extent not prohibited by law, such other information and documentation required by Bank Regulatory Authorities under applicable know your customer and Anti-Money Laundering rules and regulations (including, without limitation, the USA Patriot Act ( Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended), as from time to time reasonably requested by the Lender.

( e ) USA Patriot Act . Promptly upon the request thereof , to the extent not prohibited by law , such other information and documentation required by Bank Regulatory Authorities under applicable know your customer and Anti-Money Laundering rules and regulations ( including , without limitation , the USA Patriot Act ( Title III of Pub . L . 107-56 ( signed into law October 26 , 2001 ) ) , as amended ) , as from time to time reasonably requested by the Lender .


FROM THE CLOSING DATE THROUGH THE DATE THAT IS THREE (3) YEARS FOLLOWING THE FULL SATISFACTION OF THE OBLIGATIONS HEREUNDER, BORROWER SHALL INDEMNIFY LENDER AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND CONSULTANTS (EACH, AN INDEMNIFIED PARTY) AND DEFEND AND HOLD EACH INDEMNIFIED PARTY HARMLESS FROM AND AGAINST ALL CLAIMS ( INCLUDING, WITHOUT LIMITATION, ANY CIVIL PENALTIES OR FINES ASSESSED BY OFAC ), INJURY, DAMAGE, LOSS AND LIABILITY, COST AND EXPENSE (INCLUDING ATTORNEYS FEES, COSTS AND EXPENSES) OF ANY AND EVERY KIND TO ANY PERSONS OR PROPERTY BY REASON OF (I) ANY BREACH OF REPRESENTATION OR WARRANTY, DEFAULT OR EVENT OF DEFAULT UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR RELATED DOCUMENT; OR (II) ANY OTHER MATTER ARISING IN CONNECTION WITH THE LOANS, BORROWER, OR ITS SUBSIDIARIES THAT MAY ARISE ANY TIME PRIOR TO THE DATE THAT THE LOANS AND THE OTHER OBLIGATIONS OWED HEREUNDER ARE PAID IN FULL ~~. ~~ ~~BORROWER S DUTY TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE INDEMNIFIED PARTIES AGAINST LOSSES EXTENDS TO LOSS THAT MAY BE CAUSED OR ALLEGED TO BE CAUSED IN PART BY THE NEGLIGENCE OF INDEMNITEES TO THE FULLESTEXTENTTHATSUCH INDEMNIFICATION IS PERMITTED BY APPLICABLE LAW~~.THE FOREGOING INDEMNIFICATION SHALL SURVIVE REPAYMENT OF THE LOANS.

FROM THE CLOSING DATE THROUGH THE DATE THAT IS THREE ( 3 ) YEARS FOLLOWING THE FULL SATISFACTION OF THE OBLIGATIONS HEREUNDER , BORROWER SHALL INDEMNIFY LENDER AND ITS RESPECTIVE OFFICERS , DIRECTORS , EMPLOYEES AND CONSULTANTS ( EACH , AN INDEMNIFIED PARTY ) AND DEFEND AND HOLD EACH INDEMNIFIED PARTY HARMLESS FROM AND AGAINST ALL CLAIMS ( INCLUDING , WITHOUT LIMITATION , ANY CIVIL PENALTIES OR FINES ASSESSED BY OFAC ) , INJURY , DAMAGE , LOSS AND LIABILITY , COST AND EXPENSE ( INCLUDING ATTORNEYS FEES , COSTS AND EXPENSES ) OF ANY AND EVERY KIND TO ANY PERSONS OR PROPERTY BY REASON OF ( I ) ANY BREACH OF REPRESENTATION OR WARRANTY , DEFAULT OR EVENT OF DEFAULT UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR RELATED DOCUMENT ; OR ( II ) ANY OTHER MATTER ARISING IN CONNECTION WITH THE LOANS , BORROWER , OR ITS SUBSIDIARIES THAT MAY ARISE ANY TIME PRIOR TO THE DATE THAT THE LOANS AND THE OTHER OBLIGATIONS OWED HEREUNDER ARE PAID IN FULL ~ ~ . ~ ~ ~ ~ BORROWER S DUTY TO INDEMNIFY , HOLD HARMLESS , AND DEFEND THE INDEMNIFIED PARTIES AGAINST LOSSES EXTENDS TO LOSS THAT MAY BE CAUSED OR ALLEGED TO BE CAUSED IN PART BY THE NEGLIGENCE OF INDEMNITEES TO THE FULLESTEXTENTTHATSUCH INDEMNIFICATION IS PERMITTED BY APPLICABLE LAW ~ ~ . THE FOREGOING INDEMNIFICATION SHALL SURVIVE REPAYMENT OF THE LOANS .


(p)Without limiting the generality of Section 15.1(o), the appointment of a conservator or receiver for ~~any Subsidiary of Borrower that is an insured depository institution as defined in the FDIA ( 12 U.S.C. 1813 (c)(2)),~~ ~~~~by any appropriate Federal banking agency as defined in the FDIA ( 12 U.S.C. 1813 (q)), by any state supervisory agency or by the FDIC or any successor thereto pursuant to the FDIA; or the organization of a bridge bank to purchase assets and assume liabilities of such Subsidiary pursuant to the FDIA; or the provision of any form of assistance to ~~any such Subsidiary~~ ~~~~ by the FDIC pursuant to the FDIA or other Governmental Authority.

( p ) Without limiting the generality of Section 15 . 1 ( o ) , the appointment of a conservator or receiver for ~ ~ any Subsidiary of Borrower that is an insured depository institution as defined in the FDIA ( 12 U . S . C . 1813 ( c ) ( 2 ) ) , ~ ~ ~ ~ ~ ~ by any appropriate Federal banking agency as defined in the FDIA ( 12 U . S . C . 1813 ( q ) ) , by any state supervisory agency or by the FDIC or any successor thereto pursuant to the FDIA ; or the organization of a bridge bank to purchase assets and assume liabilities of such Subsidiary pursuant to the FDIA ; or the provision of any form of assistance to ~ ~ any such Subsidiary ~ ~ ~ ~ ~ ~ by the FDIC pursuant to the FDIA or other Governmental Authority .


TO THE GREATEST EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ANY AND ALL RIGHTS TO REQUIRE MARSHALLING OF ASSETS BY LENDER. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT (EACH, A PROCEEDING), BORROWER IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF DALLAS, COUNTY OF DALLAS AND STATE OF TEXAS, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY.NOTHING IN THIS AGREEMENT SHALL PRECLUDE LENDER FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A

TO THE GREATEST EXTENT PERMITTED BY LAW , BORROWER HEREBY WAIVES ANY AND ALL RIGHTS TO REQUIRE MARSHALLING OF ASSETS BY LENDER . WITH RESPECT TO ANY SUIT , ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT ( EACH , A PROCEEDING ) , BORROWER IRREVOCABLY ( A ) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF DALLAS , COUNTY OF DALLAS AND STATE OF TEXAS , AND ( B ) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT , WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT , WITH RESPECT TO SUCH PROCEEDING , THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY . NOTHING IN THIS AGREEMENT SHALL PRECLUDE LENDER FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A


PROCEEDING IN ANY OTHER JURISDICTION.BORROWER FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY PROCEEDING IN ANY TEXAS STATE OR UNITED STATES COURT SITTING IN THE CITY OF DALLAS AND COUNTY OF DALLAS MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO BORROWER AT THE ADDRESS INDICATED BELOW, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF BORROWER SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.

PROCEEDING IN ANY OTHER JURISDICTION . BORROWER FURTHER AGREES AND CONSENTS THAT , IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW , ALL SERVICE OF PROCESS IN ANY PROCEEDING IN ANY TEXAS STATE OR UNITED STATES COURT SITTING IN THE CITY OF DALLAS AND COUNTY OF DALLAS MAY BE MADE BY CERTIFIED OR REGISTERED MAIL , RETURN RECEIPT REQUESTED , DIRECTED TO BORROWER AT THE ADDRESS INDICATED BELOW , AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT ; EXCEPT THAT IF BORROWER SHALL REFUSE TO ACCEPT DELIVERY , SERVICE SHALL BE DEEMED COMPLETE FIVE ( 5 ) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED .


2515 McKinney Avenue, Suite 1100


THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR , CONTEMPORANEOUS , OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES . THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES .


EX-10.2 6 xplosion_ex102.htm INTEREST BEARING LOAN AGREEMENT


4.1 Events of Default. The occurrence of an Event of Default is defined (Event of Default) as the payment of the loan and interest in Full not being made to the Lender by the Borrower on or before the Maturity Date of January 31, 2017 , defined herein.

4 . 1 Events of Default . The occurrence of an Event of Default is defined ( Event of Default ) as the payment of the loan and interest in Full not being made to the Lender by the Borrower on or before the Maturity Date of January 31 , 2017 , defined herein .


THIS LOAN AGREEMENT (this Agreement), is made as of the 7th day of February, 2017 , by and between KRIEGER ENTERPRISES, LLC (the Borrower), and ASPIRITY FINANCIAL, LLC (the Lender).

THIS LOAN AGREEMENT ( this Agreement ) , is made as of the 7th day of February , 2017 , by and between KRIEGER ENTERPRISES , LLC ( the Borrower ) , and ASPIRITY FINANCIAL , LLC ( the Lender ) .


WHEREAS, the Borrower has requested the Lender to extend a loan in the original principal amount of One Million and 00/100 Dollars ( $1,000,000.00 ) to provide working capital for Borrower; and

WHEREAS , the Borrower has requested the Lender to extend a loan in the original principal amount of One Million and 00 / 100 Dollars ( $ 1 , 000 , 000 . 00 ) to provide working capital for Borrower ; and


1.| LOAN. On the date hereof, the Lender has made a loan to the Borrower in the original principal amount of One Million and 00/100 Dollars ( $1,000,000.00 ) (the Loan). ---|---

1 . | LOAN . On the date hereof , the Lender has made a loan to the Borrower in the original principal amount of One Million and 00 / 100 Dollars ( $ 1 , 000 , 000 . 00 ) ( the Loan ) . - - - | - - -


| D.| Financial Condition . The financial statements of the Borrower and the Guarantor heretofore furnished to the Lender are complete and correct in all material respects and fairly present the respective financial condition of the Borrower and the Guarantor at the dates of such statements. Since the most recent set of financial statements delivered by the Borrower and the Guarantor to the Lender, there have been no material adverse changes in the financial condition of the Borrower or the Guarantor. ---|---|---

| D . | Financial Condition . The financial statements of the Borrower and the Guarantor heretofore furnished to the Lender are complete and correct in all material respects and fairly present the respective financial condition of the Borrower and the Guarantor at the dates of such statements . Since the most recent set of financial statements delivered by the Borrower and the Guarantor to the Lender , there have been no material adverse changes in the financial condition of the Borrower or the Guarantor . - - - | - - - | - - -


| A.| the Borrower or the Guarantor shall fail to pay when due any amounts required to be paid by the Borrower under the Note or any other indebtedness of the Borrower or the Guarantor to the Lender or any third party (including but not limited to that certain Term Loan Agreement dated July1, 2015, as amended between Borrower and Lender), whether any such indebtedness is now existing or hereafter arises and whether direct or indirect, due or to become due, absolute or contingent, primary or secondary or joint or joint and several; ---|---|---

| A . | the Borrower or the Guarantor shall fail to pay when due any amounts required to be paid by the Borrower under the Note or any other indebtedness of the Borrower or the Guarantor to the Lender or any third party ( including but not limited to that certain Term Loan Agreement dated July1 , 2015 , as amended between Borrower and Lender ) , whether any such indebtedness is now existing or hereafter arises and whether direct or indirect , due or to become due , absolute or contingent , primary or secondary or joint or joint and several ; - - - | - - - | - - -


| B.| the Borrower or the Guarantor shall fail to observe or perform any of the other covenants, conditions or agreements to be observed or performed by it or him under the Loan Documents or any credit or similar agreement between the Borrower or the Guarantor and the Lender (including but not limited to that certain Term Loan Agreement dated July1, 2015, as amended between Borrower and Lender) for a period of five (5) days after written notice, specifying such default and requesting that it be remedied, given to such party by the Lender; ---|---|---

| B . | the Borrower or the Guarantor shall fail to observe or perform any of the other covenants , conditions or agreements to be observed or performed by it or him under the Loan Documents or any credit or similar agreement between the Borrower or the Guarantor and the Lender ( including but not limited to that certain Term Loan Agreement dated July1 , 2015 , as amended between Borrower and Lender ) for a period of five ( 5 ) days after written notice , specifying such default and requesting that it be remedied , given to such party by the Lender ; - - - | - - - | - - -


16233 Kenyon Avenue, Suite 210


THIS LOAN AGREEMENT (sometimes hereinafter referred to as Date), by and between WSI INDUSTRIES, INC. , a Minnesota corporation (hereinafter referred Loan Agreement) made effective as of this 15th day of February, 2017 (the Effective to as Borrower), and TRADITION CAPITAL BANK , a Minnesota state banking corporation (hereinafter referred to as Lender).

THIS LOAN AGREEMENT ( sometimes hereinafter referred to as Date ) , by and between WSI INDUSTRIES , INC . , a Minnesota corporation ( hereinafter referred Loan Agreement ) made effective as of this 15th day of February , 2017 ( the Effective to as Borrower ) , and TRADITION CAPITAL BANK , a Minnesota state banking corporation ( hereinafter referred to as Lender ) .


2.Commitment of Lender. So long as there exists no Event of Default hereunder and no event has occurred which would be an Event of Default with the giving of notice or lapse of time or both, and subject to all other terms and conditions hereof, the Lender shall lend to the Borrower and Borrower may borrow from the Lender against the Note for the account of Borrower up to the amount of $1,500,000.00 . The Borrower and Lender acknowledge and agree that the Note shall be revolving and that any payments by Borrower applied to the principal balance of the Note may be re-drawn by Borrower.

2 . Commitment of Lender . So long as there exists no Event of Default hereunder and no event has occurred which would be an Event of Default with the giving of notice or lapse of time or both , and subject to all other terms and conditions hereof , the Lender shall lend to the Borrower and Borrower may borrow from the Lender against the Note for the account of Borrower up to the amount of $ 1 , 500 , 000 . 00 . The Borrower and Lender acknowledge and agree that the Note shall be revolving and that any payments by Borrower applied to the principal balance of the Note may be re-drawn by Borrower .


4.Affirmative Covenants. The Borrower covenants and agrees with Lender that so long as any amount remains unpaid on the Note, Borrower will:

4 . Affirmative Covenants . The Borrower covenants and agrees with Lender that so long as any amount remains unpaid on the Note , Borrower will :


| (a) | Borrower hereby covenants and agrees that: (i) no Related Entity will be included in, owned by, controlled by, act for or on behalf of, provide assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons referred to or described in any list of persons, entities, and governments issued by OFAC pursuant to Executive Order 13224 or any other OFAC Lists; and (ii) none of the Related Entities will be controlled by, act for or on behalf of, provide assistance, support, sponsorship, or services of any kind to, or otherwise associate with any of the persons referred to or described in any list of persons, entities, and governments issued by OFAC pursuant to Executive Order 13224 , or any other OFAC lists. ---|---|--- | | | (b) | Borrower hereby covenants and agrees that it will comply at all times with the requirements of Executive Order 13224; the International Emergency Economic Powers Act, 50 U.S.C. Section 1701-06; the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 , Pub. L. 107-56 ; the Iraqi Sanctions Act, Pub. L. 101-513 , 104 Stat. 2047-55 ; the United Nations Participation Act, 22 U.S. C. Section 287c; the Antiterrorism and Effective Death Penalty Act, ( enacting 8 U.S.C. Section 219 , 18 U.S.C. Section 2332d , and 18 U.S.C. Section 2339b ); the International Security and Development Cooperation Act, 22 U.S.C. Section 2349 aa-9; the Terrorism Sanctions Regulations, 31 C.F.R. Part 595; the Terrorism List Government Sanctions Regulations, 31 C.F.R. Part 596; and the Foreign Terrorist Organizations Sanctions Regulations, 31 C.F.R. Part 597 and any similar laws or regulation currently in force or hereafter enacted (collectively, the Anti-Terrorism Regulations).

| ( a ) | Borrower hereby covenants and agrees that : ( i ) no Related Entity will be included in , owned by , controlled by , act for or on behalf of , provide assistance , support , sponsorship , or services of any kind to , or otherwise associated with any of the persons referred to or described in any list of persons , entities , and governments issued by OFAC pursuant to Executive Order 13224 or any other OFAC Lists ; and ( ii ) none of the Related Entities will be controlled by , act for or on behalf of , provide assistance , support , sponsorship , or services of any kind to , or otherwise associate with any of the persons referred to or described in any list of persons , entities , and governments issued by OFAC pursuant to Executive Order 13224 , or any other OFAC lists . - - - | - - - | - - - | | | ( b ) | Borrower hereby covenants and agrees that it will comply at all times with the requirements of Executive Order 13224 ; the International Emergency Economic Powers Act , 50 U . S . C . Section 1701-06 ; the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 , Pub . L . 107-56 ; the Iraqi Sanctions Act , Pub . L . 101-513 , 104 Stat . 2047-55 ; the United Nations Participation Act , 22 U . S . C . Section 287c ; the Antiterrorism and Effective Death Penalty Act , ( enacting 8 U . S . C . Section 219 , 18 U . S . C . Section 2332d , and 18 U . S . C . Section 2339b ) ; the International Security and Development Cooperation Act , 22 U . S . C . Section 2349 aa-9 ; the Terrorism Sanctions Regulations , 31 C . F . R . Part 595 ; the Terrorism List Government Sanctions Regulations , 31 C . F . R . Part 596 ; and the Foreign Terrorist Organizations Sanctions Regulations , 31 C . F . R . Part 597 and any similar laws or regulation currently in force or hereafter enacted ( collectively , the Anti-Terrorism Regulations ) .


Pursuant to that certain Loan Agreement dated February 15, 2017, by and between the WSI INDUSTRIES, INC. , a Minnesota corporation (Borrower) and Lender, and any amendments thereto and extensions thereof (Loan Agreement), the undersigned hereby:

Pursuant to that certain Loan Agreement dated February 15 , 2017 , by and between the WSI INDUSTRIES , INC . , a Minnesota corporation ( Borrower ) and Lender , and any amendments thereto and extensions thereof ( Loan Agreement ) , the undersigned hereby :


2. Title, Duties and Responsibilities. While Executive is employed by the Company, Executive will serve as the Chief Financial Officer of OptiNose,Inc. and will report to the Chief Executive Officer of OptiNose,Inc. Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by the Chief Executive Officer or the Board of Directors of the OptiNose,Inc. (the Board). While Executive is employed by the Company, Executive will devote Executives full business time, energy and skill to the performance of Executives duties and responsibilities hereunder. Executive will not be permitted to engage in other activities that interfere with Executives performance of his duties under this Agreement, conflict with the business of the Company or violate any provisions of Section8 herein. Executive shall, if requested by the Board, also serve as an officer or director of any affiliate of the Company for no additional compensation. Executives place of employment will be the Companys offices in Yardley, Pennsylvania.

2 . Title , Duties and Responsibilities . While Executive is employed by the Company , Executive will serve as the Chief Financial Officer of OptiNose , Inc . and will report to the Chief Executive Officer of OptiNose , Inc . Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by the Chief Executive Officer or the Board of Directors of the OptiNose , Inc . ( the Board ) . While Executive is employed by the Company , Executive will devote Executives full business time , energy and skill to the performance of Executives duties and responsibilities hereunder . Executive will not be permitted to engage in other activities that interfere with Executives performance of his duties under this Agreement , conflict with the business of the Company or violate any provisions of Section8 herein . Executive shall , if requested by the Board , also serve as an officer or director of any affiliate of the Company for no additional compensation . Executives place of employment will be the Companys offices in Yardley , Pennsylvania .


(ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (COBRA), continued participation by Executive and Executives eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9)months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section105(h)of the Internal Revenue Code of 1986, as amended (the Code), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9)months, which amount shall be paid in a lump sum at the same time payments under Section5(e)(i)commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA; and

( ii ) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 ( COBRA ) , continued participation by Executive and Executives eligible dependents in the standard group medical , dental and vision plans of the Company as in effect from time to time , on substantially the same terms and conditions as such benefits are provided to employees during the applicable period , and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine ( 9 ) months or , if earlier , until the date Executive is no longer eligible to receive COBRA continuation coverage ; provided , however , in the event the Company determines that such provisions would subject Executive to taxation under Section105 ( h ) of the Internal Revenue Code of 1986 , as amended ( the Code ) , or otherwise violate any healthcare law or regulation , then , in lieu of reimbursing Executive , the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine ( 9 ) months , which amount shall be paid in a lump sum at the same time payments under Section5 ( e ) ( i ) commence and is intended to assist Executive with costs of health coverage , which Executive may ( but is not required to ) obtain through an election to continue health care coverage under COBRA ; and


13. Governing Law. This Agreement and any other document or instrument delivered pursuant hereto, and all claims or causes of action that may be based upon, arise out of or relate to this Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Delaware, without reference to rulesrelating to conflicts of laws.

13 . Governing Law . This Agreement and any other document or instrument delivered pursuant hereto , and all claims or causes of action that may be based upon , arise out of or relate to this Agreement will be governed by , and construed under and in accordance with , the internal laws of the State of Delaware , without reference to rulesrelating to conflicts of laws .


(b) Each payment under this Agreement, including each installment payment, shall be considered a separate and distinct payment. For purposes of this Agreement, each payment is intended to be excepted from Section409A to the maximum extent provided as follows: (i)each payment made within the applicable 2 month period specified in Treas. Reg. 1.409A-1(b)(4)is intended to be excepted under the short-term deferral exception; (ii)post- termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas. Reg. 1.409A-1(b)(9)(v)(B); and (iii)to the extent payments are made as a result of an involuntary separation, each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas. Reg. 1.409A-1(b)(9)(iii). With respect to payments subject to Section409A (and not excepted therefrom), if any, it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section409A. Executive shall have no right to designate the date or any payment under this Agreement.

( b ) Each payment under this Agreement , including each installment payment , shall be considered a separate and distinct payment . For purposes of this Agreement , each payment is intended to be excepted from Section409A to the maximum extent provided as follows : ( i ) each payment made within the applicable 2 month period specified in Treas . Reg . 1 . 409A-1 ( b ) ( 4 ) is intended to be excepted under the short-term deferral exception ; ( ii ) post - termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( v ) ( B ) ; and ( iii ) to the extent payments are made as a result of an involuntary separation , each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( iii ) . With respect to payments subject to Section409A ( and not excepted therefrom ) , if any , it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section409A . Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section409A . Executive shall have no right to designate the date or any payment under this Agreement .


responsibilities as Executive Chairman; provided, that this Section2 shall not be interpreted as prohibiting Executive from (i)managing Executives personal investments (so long as such investment activities are of a passive nature), (ii)engaging in charitable or civic activities, (iii)participating on boards of directors or similar bodies of non-profit organizations, or (iv)subject to approval by the Board in its sole discretion, participating on boards of directors or similar bodies of for-profit organizations, in each case, so long as such activities in the aggregate do not (a)materially interfere with the performance of Executives duties and responsibilities hereunder, (b)create a fiduciary conflict, or (c)with respect to (ii), (iii), (iv)and (v)only, detrimentally affect the Companys reputation as reasonably determined by the Company in good faith. If requested, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Cedar Fair, L.P. (an Affiliate) without additional compensation including, and being subject to his election by Unitholders, serving as a member of the Board during the Employment Period.

responsibilities as Executive Chairman ; provided , that this Section2 shall not be interpreted as prohibiting Executive from ( i ) managing Executives personal investments ( so long as such investment activities are of a passive nature ) , ( ii ) engaging in charitable or civic activities , ( iii ) participating on boards of directors or similar bodies of non-profit organizations , or ( iv ) subject to approval by the Board in its sole discretion , participating on boards of directors or similar bodies of for-profit organizations , in each case , so long as such activities in the aggregate do not ( a ) materially interfere with the performance of Executives duties and responsibilities hereunder , ( b ) create a fiduciary conflict , or ( c ) with respect to ( ii ) , ( iii ) , ( iv ) and ( v ) only , detrimentally affect the Companys reputation as reasonably determined by the Company in good faith . If requested , Executive shall also serve as an executive officer and / or member of the board of directors of any entity that directly , or indirectly through one or more intermediaries , controls , or is controlled by , or is under common control with , Cedar Fair , L . P . ( an Affiliate ) without additional compensation including , and being subject to his election by Unitholders , serving as a member of the Board during the Employment Period .


(a) In consideration of all services rendered by Executive under this Agreement, the Company shall pay Executive a base salary (the Base Salary) at an annual rate of $500,000 , during the Employment Period. Executives Base Salary will be reviewed from time to time but will not decrease, except in the event of an across the board reduction applicable to substantially all senior executives of the Company.

( a ) In consideration of all services rendered by Executive under this Agreement , the Company shall pay Executive a base salary ( the Base Salary ) at an annual rate of $ 500 , 000 , during the Employment Period . Executives Base Salary will be reviewed from time to time but will not decrease , except in the event of an across the board reduction applicable to substantially all senior executives of the Company .


(e) subject to Executives timely election of continuation coverage under Part 6 of Title I of the Employee Retirement Income Security Act of 1974 , as amended, and Section4980B of the Internal Revenue Code of 1986, as amended (COBRA), the Company shall pay to Executive each month an after-tax amount equal to the monthly amount of the COBRA continuation coverage premium under the Companys group medical plans as in effect from time to time, less the amount of Executives portion of the premium as if Executive were an active employee until the earliest of: (i)twelve (12)months after the date of Executives termination of employment; (ii)the date Executive is no longer eligible for benefits under COBRA; or (iii)the date Executive obtains other employment that offers medical benefits, provided that the first payment of any amount described in this Section6.1(e) shall be paid following Executives termination of employment as described in Section6.5 or Section12.7 and shall include any amounts due prior thereto.

( e ) subject to Executives timely election of continuation coverage under Part 6 of Title I of the Employee Retirement Income Security Act of 1974 , as amended , and Section4980B of the Internal Revenue Code of 1986 , as amended ( COBRA ) , the Company shall pay to Executive each month an after-tax amount equal to the monthly amount of the COBRA continuation coverage premium under the Companys group medical plans as in effect from time to time , less the amount of Executives portion of the premium as if Executive were an active employee until the earliest of : ( i ) twelve ( 12 ) months after the date of Executives termination of employment ; ( ii ) the date Executive is no longer eligible for benefits under COBRA ; or ( iii ) the date Executive obtains other employment that offers medical benefits , provided that the first payment of any amount described in this Section6 . 1 ( e ) shall be paid following Executives termination of employment as described in Section6 . 5 or Section12 . 7 and shall include any amounts due prior thereto .


6.3 Termination for Any Other Reason. Upon the termination of Executives employment for any reason other than by the Company without Cause, as a result of death or Disability or by Executive for Good Reason, including without limitation a termination by the Company For Cause or a Resignation by Executive Without Good Reason, Executive or Executives legal representatives shall be entitled to receive the payments and benefits described under Sections 6.1(a), (c), (g), and (h)hereof.

6 . 3 Termination for Any Other Reason . Upon the termination of Executives employment for any reason other than by the Company without Cause , as a result of death or Disability or by Executive for Good Reason , including without limitation a termination by the Company For Cause or a Resignation by Executive Without Good Reason , Executive or Executives legal representatives shall be entitled to receive the payments and benefits described under Sections 6 . 1 ( a ) , ( c ) , ( g ) , and ( h ) hereof .


8.5 Resignation as an Officer and Director. Upon any termination of Executives employment, Executive shall be deemed to have resigned, to the extent applicable as an officer of the Company a member of the board of directors or similar body of any of Cedar Fair, L.P. s Affiliates, and as a fiduciary of any Company benefit plan. On or immediately following the date of any termination of Executives employment, Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executives resignation(s).

8 . 5 Resignation as an Officer and Director . Upon any termination of Executives employment , Executive shall be deemed to have resigned , to the extent applicable as an officer of the Company a member of the board of directors or similar body of any of Cedar Fair , L . P . s Affiliates , and as a fiduciary of any Company benefit plan . On or immediately following the date of any termination of Executives employment , Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executives resignation ( s ) .


| | ---|---|--- Cedar Fair, L.P. | By: | | /s/ Brian Witherow Name: | | Brian Witherow Title: | | Chief Financial Officer Cedar Fair Management, Inc. | By: | | /s/ Eric Affeldt Name: | | Eric Affeldt Title: | | Chairman of Board of Directors Magnum Management Corp. | By: | | /s/ Brian Witherow Name: | | Brian Witherow Title: | | Chief Financial Officer EXECUTIVE /s/ Matthew A. Ouimet Matthew A. Ouimet | Date: | | 10/4/17 [Signature Page]

| | - - - | - - - | - - - Cedar Fair , L . P . | By : | | / s / Brian Witherow Name : | | Brian Witherow Title : | | Chief Financial Officer Cedar Fair Management , Inc . | By : | | / s / Eric Affeldt Name : | | Eric Affeldt Title : | | Chairman of Board of Directors Magnum Management Corp . | By : | | / s / Brian Witherow Name : | | Brian Witherow Title : | | Chief Financial Officer EXECUTIVE / s / Matthew A . Ouimet Matthew A . Ouimet | Date : | | 10 / 4 / 17 [ Signature Page ]


This RELEASE AGREEMENT (this Agreement) dated , 20, is made and entered into by and between Cedar Fair, L.P. , a publicly traded Delaware limited partnership, Cedar Fair Management, Inc. , an Ohio Corporation (Cedar Fair Management), Magnum Management Corporation, an Ohio corporation (Magnum) and Matthew A. Ouimet (the Employee).

This RELEASE AGREEMENT ( this Agreement ) dated , 20 , is made and entered into by and between Cedar Fair , L . P . , a publicly traded Delaware limited partnership , Cedar Fair Management , Inc . , an Ohio Corporation ( Cedar Fair Management ) , Magnum Management Corporation , an Ohio corporation ( Magnum ) and Matthew A . Ouimet ( the Employee ) .


| | ---|---|--- Cedar Fair, L.P. | | ---|---|--- | By: | | Name: | | Title: | | | | ---|---|--- Cedar Fair Management, Inc. | | ---|---|--- | By: | | Name: | | Title: | | | | ---|---|--- Magnum Management Corp. | | ---|---|--- | By: | | Name: | | Title: | | --- EMPLOYEE


Tenant: Allena Pharmaceuticals, Inc. and Alcresta, Inc.

Tenant : Allena Pharmaceuticals , Inc . and Alcresta , Inc .


THIS LEASE made this August29, 2011 between Newton Executive Park Limited Partnership , a Massachusetts limited partnership with offices at One Gateway Center in Newton, Massachusetts ( Landlord), and Allena Pharmaceuticals, Inc. , a Delaware corporation, with offices located in Newton, Massachusetts and Alcresta, Inc. , a Delaware corporation, with offices located Newton, Massachusetts (jointly and severally the Tenant).

THIS LEASE made this August29 , 2011 between Newton Executive Park Limited Partnership , a Massachusetts limited partnership with offices at One Gateway Center in Newton , Massachusetts ( Landlord ) , and Allena Pharmaceuticals , Inc . , a Delaware corporation , with offices located in Newton , Massachusetts and Alcresta , Inc . , a Delaware corporation , with offices located Newton , Massachusetts ( jointly and severally the Tenant ) .


| | $ | 187,704.96 | | | $ | 15,642.08 | March 1, 2014 through February28, 2015


| | $ | 193,760.04 | | | $ | 16,146.67 | March1, 2015 through February28, 2016


| | $ | 199,815.00 | | | $ | 16,651.25 | March1, 2016 through May31, 2017


| | $ | 205,869.96 | | | $ | 17,155.83 |


| 27.6 | Governing Law. This Lease is made pursuant to, and shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts . ---|---|---

| 27 . 6 | Governing Law . This Lease is made pursuant to , and shall be governed by , and construed in accordance with , the laws of the Commonwealth of Massachusetts . - - - | - - - | - - -


THIS AMENDMENT made this October11, 2016, between Newton Executive Park Limited Partnership <sup> , a Massachusetts Limited Partnership having offices at One Gateway Center, Newton, Massachusetts ( <sup> Landlord) and Allena Pharmaceuticals, Inc. , a Delaware corporation, with offices located in Newton, Massachusetts and Alcresta, Inc. , a Delaware corporation, with offices located Newton, Massachusetts (jointly and severally the Tenant).

THIS AMENDMENT made this October11 , 2016 , between Newton Executive Park Limited Partnership < sup > , a Massachusetts Limited Partnership having offices at One Gateway Center , Newton , Massachusetts ( < sup > Landlord ) and Allena Pharmaceuticals , Inc . , a Delaware corporation , with offices located in Newton , Massachusetts and Alcresta , Inc . , a Delaware corporation , with offices located Newton , Massachusetts ( jointly and severally the Tenant ) .


WHEREAS, by Lease dated August29, 2011 , (as may be amended from time to time, the Lease), Landlord demised and leased to Tenant approximately 6,055 rentable square feet on the second floor of Landlords building (the Building) known as One Newton Executive Park in Newton, Massachusetts .

WHEREAS , by Lease dated August29 , 2011 , ( as may be amended from time to time , the Lease ) , Landlord demised and leased to Tenant approximately 6 , 055 rentable square feet on the second floor of Landlords building ( the Building ) known as One Newton Executive Park in Newton , Massachusetts .


| 1. | Effective June1, 2017, Alcresta, Inc. shall no longer be a Tenant under the Lease. Notwithstanding that Alcresta shall remain responsible for all obligations and liabilities of Tenant arising prior to June1, 2017, Alcresta, Inc. shall have no responsibility for obligations or liabilities of Tenant arising on or after June1, 2017. ---|---|---

| 1 . | Effective June1 , 2017 , Alcresta , Inc . shall no longer be a Tenant under the Lease . Notwithstanding that Alcresta shall remain responsible for all obligations and liabilities of Tenant arising prior to June1 , 2017 , Alcresta , Inc . shall have no responsibility for obligations or liabilities of Tenant arising on or after June1 , 2017 . - - - | - - - | - - -


This Termination, Settlement and Release Agreement (the Agreement) is made as of the 6th day of October, 2017 (the Effective Date ), regardless of when it is executed, by and among SCS Corporation Ltd. (SCS), and South Atlantic Petroleum Ltd. ( SAPETRO ). SCS and SAPETRO are sometimes collectively referred to herein as the Parties, or individually as a Party .

This Termination , Settlement and Release Agreement ( the Agreement ) is made as of the 6th day of October , 2017 ( the Effective Date ) , regardless of when it is executed , by and among SCS Corporation Ltd . ( SCS ) , and South Atlantic Petroleum Ltd . ( SAPETRO ) . SCS and SAPETRO are sometimes collectively referred to herein as the Parties , or individually as a Party .


SCS Corporation Ltd. ---|---


South Atlantic Petroleum Ltd.


EX-10.1 2 ex10-1.htm EMPLOYMENT AGREEMENT BETWEEN REALOGY HOLDINGS CORP. AND RYAN M. SCHNEIDER

EX-10 . 1 2 ex10-1 . htm EMPLOYMENT AGREEMENT BETWEEN REALOGY HOLDINGS CORP . AND RYAN M . SCHNEIDER


(a) Executive shall be assigned with the duties and responsibilities of President and Chief Operating Officer , it being understood that it is anticipated that on or before December 31, 2017, Executive shall be appointed as Chief Executive Officer and thereafter assigned with the duties and responsibilities of such office as may reasonably be assigned to Executive from time to time by the Board of Directors of the Company (the Board). Executive shall perform such duties, undertake the responsibilities, and exercise the authorities customarily performed, undertaken and exercised by persons situated in a similar executive capacity at a similar company. In performing Executives duties hereunder, while serving as President and Chief Operating Officer , Executive shall report jointly to the Chief Executive Officer and the Board, and at such time as he is appointed as Chief Executive Officer, Executive shall report solely and directly to the Board. Within thirty (30) days after the Effective Date, the Company shall cause Executive to be appointed to the Board. When Executive is elected as a director of the Company or as a director or officer of any of the Companys Affiliates, Executive will fulfill Executives duties as such director or officer without additional compensation. During the Term, the Company shall cause Executive to be nominated to the Board and support his reelection. The Company agrees to explicitly state in its public announcement of the hiring of the Executive that the Executive is the CEO designate and that the Company anticipates that the Executive will be named as the Chief Executive Officer by December 31, 2017.

( a ) Executive shall be assigned with the duties and responsibilities of President and Chief Operating Officer , it being understood that it is anticipated that on or before December 31 , 2017 , Executive shall be appointed as Chief Executive Officer and thereafter assigned with the duties and responsibilities of such office as may reasonably be assigned to Executive from time to time by the Board of Directors of the Company ( the Board ) . Executive shall perform such duties , undertake the responsibilities , and exercise the authorities customarily performed , undertaken and exercised by persons situated in a similar executive capacity at a similar company . In performing Executives duties hereunder , while serving as President and Chief Operating Officer , Executive shall report jointly to the Chief Executive Officer and the Board , and at such time as he is appointed as Chief Executive Officer , Executive shall report solely and directly to the Board . Within thirty ( 30 ) days after the Effective Date , the Company shall cause Executive to be appointed to the Board . When Executive is elected as a director of the Company or as a director or officer of any of the Companys Affiliates , Executive will fulfill Executives duties as such director or officer without additional compensation . During the Term , the Company shall cause Executive to be nominated to the Board and support his reelection . The Company agrees to explicitly state in its public announcement of the hiring of the Executive that the Executive is the CEO designate and that the Company anticipates that the Executive will be named as the Chief Executive Officer by December 31 , 2017 .


(c) Indemnification. Executive shall be indemnified by the Company as, and to the extent, provided in the certificate of incorporation and bylaws of the Company and as provided in Executives Director and Officer Indemnification Agreement dated October 17, 2017 and shall be provided with director and officer liability insurance on a basis no less favorable than provided to any other officer or director of the Company. The obligations under this paragraph shall survive termination of the Term.

( c ) Indemnification . Executive shall be indemnified by the Company as , and to the extent , provided in the certificate of incorporation and bylaws of the Company and as provided in Executives Director and Officer Indemnification Agreement dated October 17 , 2017 and shall be provided with director and officer liability insurance on a basis no less favorable than provided to any other officer or director of the Company . The obligations under this paragraph shall survive termination of the Term .


(k) Effect of Other Law. Anything herein to the contrary notwithstanding, the terms of this Agreement shall be modified to the extent required to meet the provisions of the Sarbanes- Oxley Act of 2002 , Section 409A of the Code, or other federal law applicable to the employment arrangements between Executive and the Company. Any delay in providing benefits or payments, any failure to provide a benefit or payment, or any repayment of compensation that is required under the preceding sentence shall not in and of itself constitute a breach of this Agreement, provided, however, that the Company shall provide economically equivalent payments or benefits to Executive to the extent permitted by law.

( k ) Effect of Other Law . Anything herein to the contrary notwithstanding , the terms of this Agreement shall be modified to the extent required to meet the provisions of the Sarbanes - Oxley Act of 2002 , Section 409A of the Code , or other federal law applicable to the employment arrangements between Executive and the Company . Any delay in providing benefits or payments , any failure to provide a benefit or payment , or any repayment of compensation that is required under the preceding sentence shall not in and of itself constitute a breach of this Agreement , provided , however , that the Company shall provide economically equivalent payments or benefits to Executive to the extent permitted by law .


1. For and in consideration of the payments and benefits provided in Sections [7(d)(ii), (iii), (iv) and (v)] 7(e)(ii), (iii), (iv) and (v)] of the Employment Agreement between Executive and the Company dated as of October 17, 2017 (the Employment Agreement), Executive, for himself, his successors and assigns, executors and administrators, now and forever hereby releases and discharges the Company, together with all of its past and present parents, subsidiaries, and affiliates, together with each of their officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their subsidiaries, affiliates, estates, predecessors, successors, and assigns; provided that such release shall extend to past and present officers, directors, shareholders, partners, employees, agents, representatives and attorneys only in their capacities as such or in respect of their relationship with the Company and its affiliates (hereinafter collectively referred to as the Releasees) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, Claims), which Executive or Executives executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date upon which Executive signs the Release, including but not limited to (A) any such Claims arising out of, or relating in any way to, Executives employment with the Company or any of the other Releasees, or the termination of Executives employment relationship with the Company or any of the other Releasees, and (B) any such Claims arising under any federal, local or state law, executive order, statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967 , as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964 , the Americans with Disabilities Act of 1990 , the Employee Retirement Income Security Act of 1974 , the Civil Rights Act of 1991 , the Family and Medical Leave Act of 1993 , the Fair Labor Standards Act of 1938 (but limited to the provisions prohibiting retaliation), the Equal Pay Act of 1963 , and the Sarbanes- Oxley Act of 2002 , any whistleblower or retaliation claims (to the extent permitted by applicable law),and/or the applicable federal, state or local law, executive order, statute or regulation against discrimination, each as amended; (ii) arising under or relating to the Employment Agreement or breach of a contract relating to employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and any of the Releasees and Executive; provided, however, that notwithstanding the foregoing, nothing contained in the Release shall in any way diminish or impair: (a) any rights Executive may have under Section [7(d)][7(e)] of this Employment Agreement, including any accrued benefits; (b) any rights Executive may have, from and after the date upon which Executive signs the Release; (c) any rights to indemnification that may exist from time to time under the Companys certificate of incorporation or bylaws, or state law or any

1 . For and in consideration of the payments and benefits provided in Sections [ 7 ( d ) ( ii ) , ( iii ) , ( iv ) and ( v ) ] 7 ( e ) ( ii ) , ( iii ) , ( iv ) and ( v ) ] of the Employment Agreement between Executive and the Company dated as of October 17 , 2017 ( the Employment Agreement ) , Executive , for himself , his successors and assigns , executors and administrators , now and forever hereby releases and discharges the Company , together with all of its past and present parents , subsidiaries , and affiliates , together with each of their officers , directors , stockholders , partners , employees , agents , representatives and attorneys , and each of their subsidiaries , affiliates , estates , predecessors , successors , and assigns ; provided that such release shall extend to past and present officers , directors , shareholders , partners , employees , agents , representatives and attorneys only in their capacities as such or in respect of their relationship with the Company and its affiliates ( hereinafter collectively referred to as the Releasees ) from any and all rights , claims , charges , actions , causes of action , complaints , sums of money , suits , debts , covenants , contracts , agreements , promises , obligations , damages , demands or liabilities of every kind whatsoever , in law or in equity , whether known or unknown , suspected or unsuspected ( collectively , Claims ) , which Executive or Executives executors , administrators , successors or assigns ever had , now has or may hereafter claim to have by reason of any matter , cause or thing whatsoever : ( i ) arising from the beginning of time up to the date upon which Executive signs the Release , including but not limited to ( A ) any such Claims arising out of , or relating in any way to , Executives employment with the Company or any of the other Releasees , or the termination of Executives employment relationship with the Company or any of the other Releasees , and ( B ) any such Claims arising under any federal , local or state law , executive order , statute or regulation , including , without limitation , the Age Discrimination in Employment Act of 1967 , as amended by the Older Workers Benefit Protection Act , Title VII of the Civil Rights Act of 1964 , the Americans with Disabilities Act of 1990 , the Employee Retirement Income Security Act of 1974 , the Civil Rights Act of 1991 , the Family and Medical Leave Act of 1993 , the Fair Labor Standards Act of 1938 ( but limited to the provisions prohibiting retaliation ) , the Equal Pay Act of 1963 , and the Sarbanes - Oxley Act of 2002 , any whistleblower or retaliation claims ( to the extent permitted by applicable law ) , and / or the applicable federal , state or local law , executive order , statute or regulation against discrimination , each as amended ; ( ii ) arising under or relating to the Employment Agreement or breach of a contract relating to employment ; or ( iii ) arising under or relating to any policy , agreement , understanding or promise , written or oral , formal or informal , between the Company and any of the Releasees and Executive ; provided , however , that notwithstanding the foregoing , nothing contained in the Release shall in any way diminish or impair : ( a ) any rights Executive may have under Section [ 7 ( d ) ] [ 7 ( e ) ] of this Employment Agreement , including any accrued benefits ; ( b ) any rights Executive may have , from and after the date upon which Executive signs the Release ; ( c ) any rights to indemnification that may exist from time to time under the Companys certificate of incorporation or bylaws , or state law or any


THIS OFFICE LEASE AGREEMENT (this Lease) is made and entered into as of June2,2017 , by and between NEEP INVESTORS HOLDINGS LLC , a Delaware limited liability company (Landlord) and SCPHARMACEUTICALS INC. , a Delaware corporation (Tenant). The following exhibits and attachments are incorporated into and made a part of this Lease: Exhibit A-1 (Outline and Location of Premises), Exhibit A-2 (Description of Property), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), and Exhibit F (Additional Provisions).

THIS OFFICE LEASE AGREEMENT ( this Lease ) is made and entered into as of June2 , 2017 , by and between NEEP INVESTORS HOLDINGS LLC , a Delaware limited liability company ( Landlord ) and SCPHARMACEUTICALS INC . , a Delaware corporation ( Tenant ) . The following exhibits and attachments are incorporated into and made a part of this Lease : Exhibit A-1 ( Outline and Location of Premises ) , Exhibit A-2 ( Description of Property ) , Exhibit B ( Expenses and Taxes ) , Exhibit C ( Work Letter ) , Exhibit D ( Commencement Letter ) , Exhibit E ( Building Rules and Regulations ) , and Exhibit F ( Additional Provisions ) .


1. | Basic Lease Information. ---|--- 1.01Building shall mean the building located at 2400 District Avenue , Burlington, Massachusetts 01803. Rentable <sup> Square Footage of the Building is deemed to be 103,184 square feet.

1 . | Basic Lease Information . - - - | - - - 1 . 01Building shall mean the building located at 2400 District Avenue , Burlington , Massachusetts 01803 . Rentable < sup > Square Footage of the Building is deemed to be 103 , 184 square feet .


1.03Premises shall mean the area shown on Exhibit A-1 to this Lease. The Premises are located on the third (3rd) floor of the Building and known as Suite 310 . The Rentable Square Footage of the Premises is deemed to be 13,066 rentable square feet. Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building, and the Rentable Square Footage of the Premises are correct. The Premises exclude Common Areas (as defined below). If the Premises include less than the entire rentable area of any floor, then the Premises also exclude the common corridors, elevator lobby and toilets located on such floor.

1 . 03Premises shall mean the area shown on Exhibit A-1 to this Lease . The Premises are located on the third ( 3rd ) floor of the Building and known as Suite 310 . The Rentable Square Footage of the Premises is deemed to be 13 , 066 rentable square feet . Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building , and the Rentable Square Footage of the Premises are correct . The Premises exclude Common Areas ( as defined below ) . If the Premises include less than the entire rentable area of any floor , then the Premises also exclude the common corridors , elevator lobby and toilets located on such floor .


| | $ | 31.50 | * | | $ | 315,000.00 | * | | $ | 26,250.00 | * Months 13-24


| | $ | 32.50 | | | $ | 424,645.00 | | | $ | 35,387.08 | Months 25-36


| | $ | 33.50 | | | $ | 437,711.00 | | | $ | 36,475.92 | Months 37-48


| | $ | 35.50 | | | $ | 463,843.00 | | | $ | 38,653.58 |


131 Hartwell Avenue, Suite 215


Newton Lower Falls, MA 02462


4. | Rent. ---|--- 4.01From and after the Commencement Date, Tenant shall pay Landlord, without any setoff or deduction, unless expressly set forth in this Lease, all Base Rent and Additional Rent due for the Term (collectively referred to as Rent). Additional Rent means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease. Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first day of each calendar month without notice or demand. All other items of Rent shall be due and payable by Tenant on or before thirty (30)days after billing by Landlord. Rent shall be made payable to the entity, and sent to the address, Landlord designates and shall be made by good and sufficient check payable in United States of America currency or by other means designated by Landlord from time to time. If Tenant does not pay any Rent when due hereunder, Tenant shall pay Landlord an administration fee in the amount of $500.00, provided that Tenant shall be entitled to a grace period of up to five (5)days for the first late payment of Rent in a calendar year; provided, however, Landlord shall waive the administration fee for one (1)late payment in any twelve (12)month period during the Term. In addition, past due Rent shall accrue interest at twelve percent ( 12% ) per annum, and Tenant shall pay Landlord a reasonable fee for any checks returned by Tenants bank for any reason. Nothing in this paragraph shall be deemed to waive or condition any claim of Default by Landlord for Tenants failure to timely pay Rent, which is governed by Section18, below. Landlords acceptance of less than the correct amount of Rent shall be considered a payment on account of the oldest obligation due from Tenant hereunder, then to any current Rent then due hereunder, notwithstanding any statement to the contrary contained on or accompanying any such payment from Tenant. Rent for any partial month during the Term shall be prorated. No endorsement or statement on a check or letter accompanying payment shall be considered an accord and satisfaction. Tenants obligation so to pay Rent under the Lease shall be absolute, unconditional, and independent and shall not be discharged or otherwise affected by any law or regulation now or hereafter applicable to the Premises, or any other restriction on Tenants use, or, except as expressly provided in the Lease, any casualty or taking, or any failure by Landlord to perform or other occurrence; and Tenant waives all rights now or hereafter existing to assert any defense in the nature of constructive eviction to any action seeking to recover Rent.

4 . | Rent . - - - | - - - 4 . 01From and after the Commencement Date , Tenant shall pay Landlord , without any setoff or deduction , unless expressly set forth in this Lease , all Base Rent and Additional Rent due for the Term ( collectively referred to as Rent ) . Additional Rent means all sums ( exclusive of Base Rent ) that Tenant is required to pay Landlord under this Lease . Tenant shall pay and be liable for all rental , sales and use taxes ( but excluding income taxes ) , if any , imposed upon or measured by Rent . Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first day of each calendar month without notice or demand . All other items of Rent shall be due and payable by Tenant on or before thirty ( 30 ) days after billing by Landlord . Rent shall be made payable to the entity , and sent to the address , Landlord designates and shall be made by good and sufficient check payable in United States of America currency or by other means designated by Landlord from time to time . If Tenant does not pay any Rent when due hereunder , Tenant shall pay Landlord an administration fee in the amount of $ 500 . 00 , provided that Tenant shall be entitled to a grace period of up to five ( 5 ) days for the first late payment of Rent in a calendar year ; provided , however , Landlord shall waive the administration fee for one ( 1 ) late payment in any twelve ( 12 ) month period during the Term . In addition , past due Rent shall accrue interest at twelve percent ( 12 % ) per annum , and Tenant shall pay Landlord a reasonable fee for any checks returned by Tenants bank for any reason . Nothing in this paragraph shall be deemed to waive or condition any claim of Default by Landlord for Tenants failure to timely pay Rent , which is governed by Section18 , below . Landlords acceptance of less than the correct amount of Rent shall be considered a payment on account of the oldest obligation due from Tenant hereunder , then to any current Rent then due hereunder , notwithstanding any statement to the contrary contained on or accompanying any such payment from Tenant . Rent for any partial month during the Term shall be prorated . No endorsement or statement on a check or letter accompanying payment shall be considered an accord and satisfaction . Tenants obligation so to pay Rent under the Lease shall be absolute , unconditional , and independent and shall not be discharged or otherwise affected by any law or regulation now or hereafter applicable to the Premises , or any other restriction on Tenants use , or , except as expressly provided in the Lease , any casualty or taking , or any failure by Landlord to perform or other occurrence ; and Tenant waives all rights now or hereafter existing to assert any defense in the nature of constructive eviction to any action seeking to recover Rent .


5. | Compliance with Laws; Use. ---|--- The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the Americans with Disabilities Act and the rules and regulations of the Massachusetts Architectural Access Board (Law(s)), regarding the operation of Tenants business, the use, condition, configuration and occupancy of the Premises and the Building systems located in or exclusively serving the Premises.

5 . | Compliance with Laws ; Use . - - - | - - - The Premises shall be used for the Permitted Use and for no other use whatsoever . Tenant shall comply with all statutes , codes , ordinances , orders , rules and regulations of any municipal or governmental entity whether in effect now or later , including the Americans with Disabilities Act and the rules and regulations of the Massachusetts Architectural Access Board ( Law ( s ) ) , regarding the operation of Tenants business , the use , condition , configuration and occupancy of the Premises and the Building systems located in or exclusively serving the Premises .


7.03Landlords failure to furnish, or any interruption, diminishment or termination of services due to the application of Laws, the failure of any equipment, the performance of maintenance, repairs, improvements or alterations, utility interruptions or the occurrence of an event of Force Majeure (defined in Section26.03) (collectively a Service Failure) shall not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement. Notwithstanding the foregoing, if all or any portion of the Premises is rendered Untenantable (as defined below) solely as a result of the failure of any Essential Service (as defined below) due to Landlords negligence or willful misconduct and Tenant does not use or occupy the same during said period, then Tenants obligation pay Base Rent and Additional Rent hereunder shall be abated in proportion to the portion of the Premises rendered Untenantable until the date on which such Untenantability is cured, provided that such abatement shall not commence until the fifth (5th) Business Day after the date on which Tenant delivers written notice to Landlord of the interruption and an opportunity, within such five (5)Business Day period, to cure same. The rate at which Base Rent or Additional Rent may be abated under this Section7.03 in any one calendar month shall not exceed twenty-five percent ( 25% ) of the Base Rent payable for such calendar month, provided that any amount not permitted to be taken as an abatement as a result of such monthly cap shall be credited against the Base Rent or Additional Rent next thereafter due under this Lease, subject to such monthly cap. In the event that the foregoing monthly cap would have the effect of depriving Tenant of any portion of abatement to which it is otherwise entitled hereunder due to the number of calendar months remaining in the term, the monthly cap may be increased proportionately to the extent necessary to avoid such result.

7 . 03Landlords failure to furnish , or any interruption , diminishment or termination of services due to the application of Laws , the failure of any equipment , the performance of maintenance , repairs , improvements or alterations , utility interruptions or the occurrence of an event of Force Majeure ( defined in Section26 . 03 ) ( collectively a Service Failure ) shall not render Landlord liable to Tenant , constitute a constructive eviction of Tenant , give rise to an abatement of Rent , nor relieve Tenant from the obligation to fulfill any covenant or agreement . Notwithstanding the foregoing , if all or any portion of the Premises is rendered Untenantable ( as defined below ) solely as a result of the failure of any Essential Service ( as defined below ) due to Landlords negligence or willful misconduct and Tenant does not use or occupy the same during said period , then Tenants obligation pay Base Rent and Additional Rent hereunder shall be abated in proportion to the portion of the Premises rendered Untenantable until the date on which such Untenantability is cured , provided that such abatement shall not commence until the fifth ( 5th ) Business Day after the date on which Tenant delivers written notice to Landlord of the interruption and an opportunity , within such five ( 5 ) Business Day period , to cure same . The rate at which Base Rent or Additional Rent may be abated under this Section7 . 03 in any one calendar month shall not exceed twenty-five percent ( 25 % ) of the Base Rent payable for such calendar month , provided that any amount not permitted to be taken as an abatement as a result of such monthly cap shall be credited against the Base Rent or Additional Rent next thereafter due under this Lease , subject to such monthly cap . In the event that the foregoing monthly cap would have the effect of depriving Tenant of any portion of abatement to which it is otherwise entitled hereunder due to the number of calendar months remaining in the term , the monthly cap may be increased proportionately to the extent necessary to avoid such result .


11. | Assignment and Subletting. ---|--- 11.01Except in connection with a Business Transfer (defined in Section11.04), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a Transfer) without the prior written consent of Landlord. Landlord shall not unreasonably withhold, condition or delay its consent to any assignment of this Lease if Landlord does not exercise its recapture rights under Section11.02. Without limitation, it is agreed that Landlords consent to any assignment or sublet shall not be considered unreasonably withheld if the proposed transferee is a governmental entity or an occupant of the Building or an occupant of any other buildings within the same project or if the proposed transferee, whether or not an occupant of the Building or an occupant of any other buildings within the same project, is, or has been within the last six (6)months, in discussions with Landlord or any affiliate of Landlord regarding the leasing of space within the Building or within any other buildings within the Park, but only to the extent Landlord has similar space currently available for lease. Without limiting the foregoing, a Transfer shall be deemed to include any change in control in at least fifty percent ( 50% ) of the voting rights/shares of Tenant (other than through a change in the ownership of voting securities listed on a recognized public securities exchange). Any Transfer in violation of this Section shall, at Landlords option, be deemed a Default by Tenant as described in Section18, and shall be voidable by Landlord. In no event shall any Transfer, including a Business Transfer, release or relieve Tenant from any obligation under this Lease, and Tenant shall remain primarily liable for the performance of the tenants obligations under this Lease, as amended from time to time. Without otherwise limiting the criteria upon which Landlord may withhold its consent, Landlord shall be entitled to consider all reasonable criteria including, but not limited to, the following: (1)whether or not the proposed transferee is engaged in a business which, and the use of the Premises for the Permitted Use, (2)whether the use to be made of the Premises by the proposed transferee will conflict with any so-called exclusive use then in favor of any other tenant of the Building or the Park (Landlord hereby confirming that, as of the Effective Date, there are no such exclusives that affect the Permitted Use), and whether such use would be prohibited by any other portion of this Lease, including, but not limited to, any rules and regulations then in effect, or under applicable Laws, and whether such use imposes a greater load upon the Premises and the Building and the Park services than imposed by Tenant, (3), and (3)the creditworthiness and financial stability of the proposed transferee in light of the responsibilities involved.

11 . | Assignment and Subletting . - - - | - - - 11 . 01Except in connection with a Business Transfer ( defined in Section11 . 04 ) , Tenant shall not assign , sublease , transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises ( collectively or individually , a Transfer ) without the prior written consent of Landlord . Landlord shall not unreasonably withhold , condition or delay its consent to any assignment of this Lease if Landlord does not exercise its recapture rights under Section11 . 02 . Without limitation , it is agreed that Landlords consent to any assignment or sublet shall not be considered unreasonably withheld if the proposed transferee is a governmental entity or an occupant of the Building or an occupant of any other buildings within the same project or if the proposed transferee , whether or not an occupant of the Building or an occupant of any other buildings within the same project , is , or has been within the last six ( 6 ) months , in discussions with Landlord or any affiliate of Landlord regarding the leasing of space within the Building or within any other buildings within the Park , but only to the extent Landlord has similar space currently available for lease . Without limiting the foregoing , a Transfer shall be deemed to include any change in control in at least fifty percent ( 50 % ) of the voting rights / shares of Tenant ( other than through a change in the ownership of voting securities listed on a recognized public securities exchange ) . Any Transfer in violation of this Section shall , at Landlords option , be deemed a Default by Tenant as described in Section18 , and shall be voidable by Landlord . In no event shall any Transfer , including a Business Transfer , release or relieve Tenant from any obligation under this Lease , and Tenant shall remain primarily liable for the performance of the tenants obligations under this Lease , as amended from time to time . Without otherwise limiting the criteria upon which Landlord may withhold its consent , Landlord shall be entitled to consider all reasonable criteria including , but not limited to , the following : ( 1 ) whether or not the proposed transferee is engaged in a business which , and the use of the Premises for the Permitted Use , ( 2 ) whether the use to be made of the Premises by the proposed transferee will conflict with any so-called exclusive use then in favor of any other tenant of the Building or the Park ( Landlord hereby confirming that , as of the Effective Date , there are no such exclusives that affect the Permitted Use ) , and whether such use would be prohibited by any other portion of this Lease , including , but not limited to , any rules and regulations then in effect , or under applicable Laws , and whether such use imposes a greater load upon the Premises and the Building and the Park services than imposed by Tenant , ( 3 ) , and ( 3 ) the creditworthiness and financial stability of the proposed transferee in light of the responsibilities involved .


11.02Tenant shall provide Landlord with financial statements for the proposed transferee (or, in the case of a change of ownership or control, for the proposed new controlling entity(ies)), a fully executed copy of the proposed assignment or sublease (or, where applicable, other Transfer) documentation and such other information as Landlord may reasonably request. Within fifteen (15)days after receipt of the required information and documentation, Landlord shall either: (a)consent to any assignment or sublet by execution of a consent agreement in a form reasonably designated by Landlord; (b)reasonably refuse to consent to any assignment or sublet in writing; or (c)in the event of an assignment of this Lease or subletting of more than fifty percent ( 50% ) of the Rentable Square Footage of the Premises for the then remaining Term (excluding unexercised options), recapture the portion of the Premises that Tenant is proposing to assign or sublet. If Landlord exercises its right to recapture, this Lease shall automatically be amended (or terminated if the entire Premises is being assigned or sublet) to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer, although Landlord may require Tenant to execute a reasonable amendment or other document reflecting such reduction or termination. Tenant shall pay Landlord a review fee of up to $1,500.00 for Landlords out of pocket costs in connection with Landlords review of any requested Transfer, whether or not Landlord approves same.

11 . 02Tenant shall provide Landlord with financial statements for the proposed transferee ( or , in the case of a change of ownership or control , for the proposed new controlling entity ( ies ) ) , a fully executed copy of the proposed assignment or sublease ( or , where applicable , other Transfer ) documentation and such other information as Landlord may reasonably request . Within fifteen ( 15 ) days after receipt of the required information and documentation , Landlord shall either : ( a ) consent to any assignment or sublet by execution of a consent agreement in a form reasonably designated by Landlord ; ( b ) reasonably refuse to consent to any assignment or sublet in writing ; or ( c ) in the event of an assignment of this Lease or subletting of more than fifty percent ( 50 % ) of the Rentable Square Footage of the Premises for the then remaining Term ( excluding unexercised options ) , recapture the portion of the Premises that Tenant is proposing to assign or sublet . If Landlord exercises its right to recapture , this Lease shall automatically be amended ( or terminated if the entire Premises is being assigned or sublet ) to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer , although Landlord may require Tenant to execute a reasonable amendment or other document reflecting such reduction or termination . Tenant shall pay Landlord a review fee of up to $ 1 , 500 . 00 for Landlords out of pocket costs in connection with Landlords review of any requested Transfer , whether or not Landlord approves same .


Authorized Officer | | ---|---|--- TENANT: SCPHARMACEUTICALS INC. , a Delaware corporation | | ---|---|--- | By: | |

Authorized Officer | | - - - | - - - | - - - TENANT : SCPHARMACEUTICALS INC . , a Delaware corporation | | - - - | - - - | - - - | By : | |


All that certain parcel of registered land with the buildings thereon situated on Burlington Mall Road and Executive Mall Road (formerly Entrance Road) in The District in the Town of Burlington, Middlesex County, Commonwealth of Massachusetts and being known and numbered as 2400 District Avenue in said Burlington, all more particularly described as follows:

All that certain parcel of registered land with the buildings thereon situated on Burlington Mall Road and Executive Mall Road ( formerly Entrance Road ) in The District in the Town of Burlington , Middlesex County , Commonwealth of Massachusetts and being known and numbered as 2400 District Avenue in said Burlington , all more particularly described as follows :


That certain parcel of land situated in Burlington, Middlesex County, Massachusetts being more particularly shown as Lot 19 on Land Court Plan No. 31049-I filed with the Middlesex South Registry District of the Land Court in Registration Book 771, Page 47 with Certificate 128197.

That certain parcel of land situated in Burlington , Middlesex County , Massachusetts being more particularly shown as Lot 19 on Land Court Plan No . 31049-I filed with the Middlesex South Registry District of the Land Court in Registration Book 771 , Page 47 with Certificate 128197 .


| (h) | Any delay resulting from Tenants having taken possession of the Premises for any reason prior to Landlord Work being Substantially Complete ; or ---|---|---

| ( h ) | Any delay resulting from Tenants having taken possession of the Premises for any reason prior to Landlord Work being Substantially Complete ; or - - - | - - - | - - -


| i. | Office interiors ---|---|--- 100, 700 and 2400 District Avenue

| i . | Office interiors - - - | - - - | - - - 100 , 700 and 2400 District Avenue


| d. | All new light switches to be white plate and white device. If existing devices are to remain in 50% of suite they must match existing ---|---|---

| d . | All new light switches to be white plate and white device . If existing devices are to remain in 50 % of suite they must match existing - - - | - - - | - - -


| | ---|---|--- Date | | 2017 Tenant | | ScPharmaceuticals Inc. Address | | 2400 District Avenue , Suite 310 <sup> | | Burlington, Massachusetts 01803

| | - - - | - - - | - - - Date | | 2017 Tenant | | ScPharmaceuticals Inc . Address | | 2400 District Avenue , Suite 310 < sup > | | Burlington , Massachusetts 01803


Re: | Commencement Letter with respect to that certain Lease dated as of , 2017, by and between NEEP Investors Holdings LLC , as Landlord, and ScPharmaceuticals Inc. , as Tenant, for 13,066 rentable square feet on the 3rd floor of the Building located at 2400 District Avenue , Burlington, Massachusetts 01803 <sup> . ---|--- Dear :

Re : | Commencement Letter with respect to that certain Lease dated as of , 2017 , by and between NEEP Investors Holdings LLC , as Landlord , and ScPharmaceuticals Inc . , as Tenant , for 13 , 066 rentable square feet on the 3rd floor of the Building located at 2400 District Avenue , Burlington , Massachusetts 01803 < sup > . - - - | - - - Dear :


| | ---|---|--- NEEP Investors Holdings LLC | By: | |

| | - - - | - - - | - - - NEEP Investors Holdings LLC | By : | |


12.No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises, Building or about the Property, except for those substances as are typically found in similar premises used for general office purposes and are being used by Tenant in a safe manner and in accordance with all applicable Laws. Tenant shall not, without Landlords prior written consent, use, store, install, spill, remove, release or dispose of, within or about the Premises or any other portion of the Property, any asbestos-containing materials or any solid, liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C. Section9601 et seq., M.G.L. c. 21C, M.G.L. c. 21E or any other applicable environmental Law which may now or later be in effect. Tenant shall comply with all Laws pertaining to and governing the use of these materials by Tenant and shall remain solely liable for the costs of abatement and removal.

12 . No inflammable , explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises , Building or about the Property , except for those substances as are typically found in similar premises used for general office purposes and are being used by Tenant in a safe manner and in accordance with all applicable Laws . Tenant shall not , without Landlords prior written consent , use , store , install , spill , remove , release or dispose of , within or about the Premises or any other portion of the Property , any asbestos-containing materials or any solid , liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions of 42 U . S . C . Section9601 et seq . , M . G . L . c . 21C , M . G . L . c . 21E or any other applicable environmental Law which may now or later be in effect . Tenant shall comply with all Laws pertaining to and governing the use of these materials by Tenant and shall remain solely liable for the costs of abatement and removal .


or similar bodies of for-profit organizations, in each case, so long as such activities in the aggregate do not (a)materially interfere with the performance of Executives duties and responsibilities hereunder, (b)create a fiduciary conflict, or (c)with respect to (ii), (iii), and (iv)only, detrimentally affect the Companys reputation as reasonably determined by the Company in good faith. If requested, Executive shall also serve as an executive officer and/or member of the board of directors of any entity that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Cedar Fair, L.P. (an Affiliate) without additional compensation including, and being subject to his election by Unitholders, serving as a member of the Board during the Employment Period.

or similar bodies of for-profit organizations , in each case , so long as such activities in the aggregate do not ( a ) materially interfere with the performance of Executives duties and responsibilities hereunder , ( b ) create a fiduciary conflict , or ( c ) with respect to ( ii ) , ( iii ) , and ( iv ) only , detrimentally affect the Companys reputation as reasonably determined by the Company in good faith . If requested , Executive shall also serve as an executive officer and / or member of the board of directors of any entity that directly or indirectly through one or more intermediaries , controls , or is controlled by , or is under common control with , Cedar Fair , L . P . ( an Affiliate ) without additional compensation including , and being subject to his election by Unitholders , serving as a member of the Board during the Employment Period .


6.1 Termination Without Cause, Disability or Resignation for Good Reason. If Executives employment is terminated at any time during the Employment Period by the Company without Cause (and not for death) or pursuant to Section5.2 (Disability) or by Executive for Good Reason (as defined in Section6.5), subject to Section6.6 and Section12.7, Executive shall be entitled to:

6 . 1 Termination Without Cause , Disability or Resignation for Good Reason . If Executives employment is terminated at any time during the Employment Period by the Company without Cause ( and not for death ) or pursuant to Section5 . 2 ( Disability ) or by Executive for Good Reason ( as defined in Section6 . 5 ) , subject to Section6 . 6 and Section12 . 7 , Executive shall be entitled to :