14.8 Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A)an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B)a sale of corporate shares of capital stock in Tenant on a nationally-recognized stock exchange, (C)an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, (D)an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term, or (E)an Additional Transfer, shall not be deemed a Transfer requiring Landlords consent under this Article 14 (any such assignee, sublessee, or resultant Tenant described in items (A)through (E)of this Section14.8 hereinafter referred to as a Permitted Transferee), provided that (i)Tenant notifies Landlord at least thirty (30)days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or Permitted Transferee as set forth above, (ii)Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii)such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv)such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (Net Worth) at least equal to the greater of (1)the Net Worth of Original Tenant on the date of this Lease, and (2)the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v)no assignment or sublease relating to this Lease, whether with or without Landlords consent, shall relieve Tenant from any liability under this Lease, and (vi)the liability such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant. An assignee of Tenants entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a Permitted Transferee Assignee. Control, as used in this Section14.8, shall mean the ownership, directly or indirectly, of more than fifty percent (50%)of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%)of the voting interest in, any person or entity.

14 . 8 Deemed Consent Transfers . Notwithstanding anything to the contrary contained in this Lease , ( A ) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant ( an entity which is controlled by , controls , or is under common control with , Tenant as of the date of this Lease ) , ( B ) a sale of corporate shares of capital stock in Tenant on a nationally-recognized stock exchange , ( C ) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant , ( D ) an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term , or ( E ) an Additional Transfer , shall not be deemed a Transfer requiring Landlords consent under this Article 14 ( any such assignee , sublessee , or resultant Tenant described in items ( A ) through ( E ) of this Section14 . 8 hereinafter referred to as a Permitted Transferee ) , provided that ( i ) Tenant notifies Landlord at least thirty ( 30 ) days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or Permitted Transferee as set forth above , ( ii ) Tenant is not in default , beyond any applicable notice and cure period , and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease , ( iii ) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building , ( iv ) such Permitted Transferee shall have a tangible net worth ( not including goodwill as an asset ) computed in accordance with generally accepted accounting principles ( Net Worth ) at least equal to the greater of ( 1 ) the Net Worth of Original Tenant on the date of this Lease , and ( 2 ) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease , ( v ) no assignment or sublease relating to this Lease , whether with or without Landlords consent , shall relieve Tenant from any liability under this Lease , and ( vi ) the liability such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant . An assignee of Tenants entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a Permitted Transferee Assignee . Control , as used in this Section14 . 8 , shall mean the ownership , directly or indirectly , of more than fifty percent ( 50 % ) of the voting securities of , or possession of the right to vote , in the ordinary direction of its affairs , of more than fifty percent ( 50 % ) of the voting interest in , any person or entity .


in the amount set forth in Section21.3 below (the L-C Amount), which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area, California office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the Bank), which Bank must have a short term Fitch Rating which is not less than Fl, and a long term Fitch Rating which is not less than A(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poors Professional Rating Service or Moodys Professional Rating Service) (collectively, the Banks Credit Rating Threshold), and which L-C shall be substantially in the form of Exhibit G, attached hereto. Landlord hereby approves Bridge Bank as the Bank under this Lease. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The L-C shall (i)be callable at sight, irrevocable and unconditional, (ii)be maintained in effect, whether through renewal or extension, for the period commencing on the date of this Lease and continuing until the date (the L-C Expiration Date) that is no less than ninety (90)days after the expiration of the Lease Term, as the same may be extended, and Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least thirty (30)days prior to the expiration of the L-C then held by Landlord, without any action whatsoever on the part of Landlord, (iii)be fully assignable by Landlord, its successors and assigns, (iv)permit partial draws and multiple presentations and drawings, and (v)be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), International Chamber of Commerce Publication #500, or the International Standby Practices- ISP 98, International Chamber of Commerce Publication #590. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A)such amount is due to Landlord under the terms and conditions of this Lease, or (B)Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, Bankruptcy Code), or (C)an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D)the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (E)Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F)Tenant executes an assignment for the benefit of creditors, (G)if (1)any of the Banks Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Banks Credit Rating Threshold, or (2)there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section21.1 above), in the amount of the applicable L-C Amount, within ten (10)days following Landlords written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (H)if, following Tenants entering into bankruptcy, this Lease is rejected or deemed rejected under Section365 of the Bankruptcy Code, or (I)pursuant to Article 9 above, Landlord has paid the amount necessary to remove any lien or encumbrance arising out of the Improvements performed in accordance with the TCCs of the Work Letter, (each of the foregoing being an L-C Draw Event). The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlords right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date

in the amount set forth in Section21 . 3 below ( the L-C Amount ) , which L-C shall be issued by a money-center , solvent and nationally recognized bank ( a bank which accepts deposits , maintains accounts , has a local San Francisco Bay Area , California office which will negotiate a letter of credit , and whose deposits are insured by the FDIC ) reasonably acceptable to Landlord ( such approved , issuing bank being referred to herein as the Bank ) , which Bank must have a short term Fitch Rating which is not less than Fl , and a long term Fitch Rating which is not less than A ( or in the event such Fitch Ratings are no longer available , a comparable rating from Standard and Poors Professional Rating Service or Moodys Professional Rating Service ) ( collectively , the Banks Credit Rating Threshold ) , and which L-C shall be substantially in the form of Exhibit G , attached hereto . Landlord hereby approves Bridge Bank as the Bank under this Lease . Tenant shall pay all expenses , points and / or fees incurred by Tenant in obtaining the L-C . The L-C shall ( i ) be callable at sight , irrevocable and unconditional , ( ii ) be maintained in effect , whether through renewal or extension , for the period commencing on the date of this Lease and continuing until the date ( the L-C Expiration Date ) that is no less than ninety ( 90 ) days after the expiration of the Lease Term , as the same may be extended , and Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least thirty ( 30 ) days prior to the expiration of the L-C then held by Landlord , without any action whatsoever on the part of Landlord , ( iii ) be fully assignable by Landlord , its successors and assigns , ( iv ) permit partial draws and multiple presentations and drawings , and ( v ) be otherwise subject to the Uniform Customs and Practices for Documentary Credits ( 1993-Rev ) , International Chamber of Commerce Publication # 500 , or the International Standby Practices - ISP 98 , International Chamber of Commerce Publication # 590 . Landlord , or its then managing agent , shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable : ( A ) such amount is due to Landlord under the terms and conditions of this Lease , or ( B ) Tenant has filed a voluntary petition under the U . S . Bankruptcy Code or any state bankruptcy code ( collectively , Bankruptcy Code ) , or ( C ) an involuntary petition has been filed against Tenant under the Bankruptcy Code , or ( D ) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date , or ( E ) Tenant is placed into receivership or conservatorship , or becomes subject to similar proceedings under Federal or State law , or ( F ) Tenant executes an assignment for the benefit of creditors , ( G ) if ( 1 ) any of the Banks Fitch Ratings ( or other comparable ratings to the extent the Fitch Ratings are no longer available ) have been reduced below the Banks Credit Rating Threshold , or ( 2 ) there is otherwise a material adverse change in the financial condition of the Bank , and Tenant has failed to provide Landlord with a replacement letter of credit , conforming in all respects to the requirements of this Article 21 ( including , but not limited to , the requirements placed on the issuing Bank more particularly set forth in this Section21 . 1 above ) , in the amount of the applicable L-C Amount , within ten ( 10 ) days following Landlords written demand therefor ( with no other notice or cure or grace period being applicable thereto , notwithstanding anything in this Lease to the contrary ) ( H ) if , following Tenants entering into bankruptcy , this Lease is rejected or deemed rejected under Section365 of the Bankruptcy Code , or ( I ) pursuant to Article 9 above , Landlord has paid the amount necessary to remove any lien or encumbrance arising out of the Improvements performed in accordance with the TCCs of the Work Letter , ( each of the foregoing being an L-C Draw Event ) . The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlords right to draw upon the L-C . In addition , in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity , then , effective as of the date


21.3.3 In General. If, as a result of any drawing by Landlord of all or any portion of the L-C, the amount of the L-C shall be less than the L-C Amount, Tenant shall, within five (5)days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency, and any such additional letter(s) of credit shall comply with all of the provisions of this Article 21, and if Tenant fails to comply with the foregoing, the same shall be subject to the terms of Section21.3.4 below. Tenant further covenants and warrants that it will neither assign nor encumber the L-C or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the L-C expires earlier than the L-C Expiration Date, Landlord will accept a renewal thereof (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than sixty (60)days prior to the expiration of the L-C), which shall be irrevocable and automatically renewable as above provided through the L-C Expiration Date upon the same terms as the expiring L-C or such other terms as may be acceptable to Landlord in its sole discretion. If Tenant exercises its option to extend the Lease Term pursuant to Section2.2 of this Lease, then not later than one hundred twenty (120)days prior to the commencement of the Option Term, Tenant shall deliver to Landlord a new L-C or certificate of renewal or extension evidencing the L-C Expiration Date

21 . 3 . 3 In General . If , as a result of any drawing by Landlord of all or any portion of the L-C , the amount of the L-C shall be less than the L-C Amount , Tenant shall , within five ( 5 ) days thereafter , provide Landlord with additional letter ( s ) of credit in an amount equal to the deficiency , and any such additional letter ( s ) of credit shall comply with all of the provisions of this Article 21 , and if Tenant fails to comply with the foregoing , the same shall be subject to the terms of Section21 . 3 . 4 below . Tenant further covenants and warrants that it will neither assign nor encumber the L-C or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment , encumbrance , attempted assignment or attempted encumbrance . Without limiting the generality of the foregoing , if the L-C expires earlier than the L-C Expiration Date , Landlord will accept a renewal thereof ( such renewal letter of credit to be in effect and delivered to Landlord , as applicable , not later than sixty ( 60 ) days prior to the expiration of the L-C ) , which shall be irrevocable and automatically renewable as above provided through the L-C Expiration Date upon the same terms as the expiring L-C or such other terms as may be acceptable to Landlord in its sole discretion . If Tenant exercises its option to extend the Lease Term pursuant to Section2 . 2 of this Lease , then not later than one hundred twenty ( 120 ) days prior to the commencement of the Option Term , Tenant shall deliver to Landlord a new L-C or certificate of renewal or extension evidencing the L-C Expiration Date


12200 West Olympic Boulevard, Suite 200

12200 West Olympic Boulevard , Suite 200


Los Angeles, California 90064


Los Angeles, California 90067-6019


| | | | | | ---|---|---|---|---|---|--- LANDLORD: KILROY REALTY, L.P.,< br/>


3.5 Electronic Approvals. Notwithstanding any provision to the contrary contained in the Lease or this Work Letter, Landlord may, in Landlords sole and absolute discretion, transmit or otherwise deliver any of the approvals required under this Work Letter via electronic mail to Tenants representative identified in Section5.1 of this Work Letter, or by any of the other means identified in Section29.16 of this Lease.

3 . 5 Electronic Approvals . Notwithstanding any provision to the contrary contained in the Lease or this Work Letter , Landlord may , in Landlords sole and absolute discretion , transmit or otherwise deliver any of the approvals required under this Work Letter via electronic mail to Tenants representative identified in Section5 . 1 of this Work Letter , or by any of the other means identified in Section29 . 16 of this Lease .


4.2.1 Construction Contract; Cost Budget. Tenant shall engage the Contractor under an AIA A101 Stipulated Sum Agreement (2007 Version) accompanied by Landlords standard AIA A201 General Conditions (2007 Version) as modified by Landlord (collectively, the Contract). Prior to the commencement of the construction of the Improvements, and after Tenant has accepted all bids for the Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.9, above, in connection with the design and construction of the Improvements to be performed by or at the direction of Tenant or the Contractor, which costs form a basis for the amount of the Contract (the Final Costs). As used herein, the Over-Allowance Amount shall be equal to the difference between the amount of the Final Costs and the amount of the Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Improvements). If an Over-Allowance Amount exists, then, Tenant shall pay Tenants pro-rata share of each amount requested by the Contractor or otherwise to be disbursed under this Work Letter (which pro-rata share shall equal a fraction, the numerator of which shall equal the Over-Allowance Amount, and the denominator of which shall equal the Final Costs), and such payment by Tenant (the Over-Allowance Payments) shall be a condition to Landlords obligation to pay any additional/future portions of the Improvement Allowance pursuant to the terms and conditions of Section2.2, above. In the event that, after the Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Improvements shall change, any additional costs necessary to such design and construction in excess of the Final Costs, shall be added to the Over-Allowance Amount and to the Final Costs, and the Over-Allowance Payments shall be recalculated in accordance with the terms of the immediately preceding sentence. In connection with any payment of the Over-Allowance Amount made by Tenant pursuant to this Section4.2.1, Tenant shall provide Landlord with the documents described in Sections 2.2.2.1(0, (ii), (iii)and (iv)of this Work Letter, above, for Landlords approval, prior to Tenant paying such costs.

4 . 2 . 1 Construction Contract ; Cost Budget . Tenant shall engage the Contractor under an AIA A101 Stipulated Sum Agreement ( 2007 Version ) accompanied by Landlords standard AIA A201 General Conditions ( 2007 Version ) as modified by Landlord ( collectively , the Contract ) . Prior to the commencement of the construction of the Improvements , and after Tenant has accepted all bids for the Improvements , Tenant shall provide Landlord with a detailed breakdown , by trade , of the final costs to be incurred or which have been incurred , as set forth more particularly in Sections 2 . 2 . 1 . 1 through 2 . 2 . 1 . 9 , above , in connection with the design and construction of the Improvements to be performed by or at the direction of Tenant or the Contractor , which costs form a basis for the amount of the Contract ( the Final Costs ) . As used herein , the Over-Allowance Amount shall be equal to the difference between the amount of the Final Costs and the amount of the Improvement Allowance ( less any portion thereof already disbursed by Landlord , or in the process of being disbursed by Landlord , on or before the commencement of construction of the Improvements ) . If an Over-Allowance Amount exists , then , Tenant shall pay Tenants pro-rata share of each amount requested by the Contractor or otherwise to be disbursed under this Work Letter ( which pro-rata share shall equal a fraction , the numerator of which shall equal the Over-Allowance Amount , and the denominator of which shall equal the Final Costs ) , and such payment by Tenant ( the Over-Allowance Payments ) shall be a condition to Landlords obligation to pay any additional / future portions of the Improvement Allowance pursuant to the terms and conditions of Section2 . 2 , above . In the event that , after the Final Costs have been delivered by Tenant to Landlord , the costs relating to the design and construction of the Improvements shall change , any additional costs necessary to such design and construction in excess of the Final Costs , shall be added to the Over-Allowance Amount and to the Final Costs , and the Over-Allowance Payments shall be recalculated in accordance with the terms of the immediately preceding sentence . In connection with any payment of the Over-Allowance Amount made by Tenant pursuant to this Section4 . 2 . 1 , Tenant shall provide Landlord with the documents described in Sections 2 . 2 . 2 . 1 ( 0 , ( ii ) , ( iii ) and ( iv ) of this Work Letter , above , for Landlords approval , prior to Tenant paying such costs .


4.3 Notice of Completion; Copy of Record Set of Plans. Within ten (10)business days after completion of construction of the Improvements, Tenant shall cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located in accordance with Section3093 of the Civil Code of the State of California or any successor statute, and shall furnish a copy thereof to Landlord upon such recordation. If Tenant fails to do so, Landlord may execute and file the same as Tenants agent for such purpose, at Tenants sole cost and expense. At the conclusion of construction, (i)Tenant shall cause the Architect and Contractor (A)to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B)to certify to the best of their knowledge that the record-set of as-built drawings are true and correct, which certification shall survive the expiration or termination of this Lease, and (C)to deliver to Landlord two (2)sets of copies of such record set of drawings within ninety (90)days following issuance of a certificate of occupancy for the Premises, and (ii)Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Premises.

4 . 3 Notice of Completion ; Copy of Record Set of Plans . Within ten ( 10 ) business days after completion of construction of the Improvements , Tenant shall cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located in accordance with Section3093 of the Civil Code of the State of California or any successor statute , and shall furnish a copy thereof to Landlord upon such recordation . If Tenant fails to do so , Landlord may execute and file the same as Tenants agent for such purpose , at Tenants sole cost and expense . At the conclusion of construction , ( i ) Tenant shall cause the Architect and Contractor ( A ) to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction , ( B ) to certify to the best of their knowledge that the record-set of as-built drawings are true and correct , which certification shall survive the expiration or termination of this Lease , and ( C ) to deliver to Landlord two ( 2 ) sets of copies of such record set of drawings within ninety ( 90 ) days following issuance of a certificate of occupancy for the Premises , and ( ii ) Tenant shall deliver to Landlord a copy of all warranties , guaranties , and operating manuals and information relating to the improvements , equipment , and systems in the Premises .


AS OF 07/16/2013< br/>


WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. IN YOUR FAVOR FOR THE ACCOUNT OF [Insert Tenants Name], A [Insert Entity Type], UP TO THE AGGREGATE AMOUNT OF USD [Insert Dollar Amount] ([Insert Dollar Amount] U.S. DOLLARS) EFFECTIVE IMMEDIATELY AND EXPIRING ON (Expiration Date) AVAILABLE BY PAYMENT UPON PRESENTATION OF YOUR DRAFT AT SIGHT DRAWN ON [Insert Bank Name] WHEN ACCOMPANIED BY THE FOLLOWING DOCUMENT(S):

WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO . IN YOUR FAVOR FOR THE ACCOUNT OF [ Insert Tenants Name ] , A [ Insert Entity Type ] , UP TO THE AGGREGATE AMOUNT OF USD [ Insert Dollar Amount ] ( [ Insert Dollar Amount ] U . S . DOLLARS ) EFFECTIVE IMMEDIATELY AND EXPIRING ON ( Expiration Date ) AVAILABLE BY PAYMENT UPON PRESENTATION OF YOUR DRAFT AT SIGHT DRAWN ON [ Insert Bank Name ] WHEN ACCOMPANIED BY THE FOLLOWING DOCUMENT ( S ) :


THE UNDERSIGNED HEREBY CERTIFIES THAT THE LANDLORD, EITHER (A)UNDER THE LEASE (DEFINED BELOW), OR (B)AS A RESULT OF THE TERMINATION OF SUCH LEASE, HAS THE RIGHT TO DRAW DOWN THE AMOUNT OF USD IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN OFFICE LEASE DATED [Insert Lease Date], AS AMENDED (COLLECTIVELY, THE LEASE), OR SUCH AMOUNT CONSTITUTES DAMAGES OWING BY THE TENANT UNDER SUCH LEASE TO BENEFICIARY RESULTING FROM THE BREACH OF SUCH LEASE BY THE TENANT THEREUNDER, AND SUCH AMOUNT REMAINS UNPAID AT THE TIME OF THIS DRAWING.

THE UNDERSIGNED HEREBY CERTIFIES THAT THE LANDLORD , EITHER ( A ) UNDER THE LEASE ( DEFINED BELOW ) , OR ( B ) AS A RESULT OF THE TERMINATION OF SUCH LEASE , HAS THE RIGHT TO DRAW DOWN THE AMOUNT OF USD IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN OFFICE LEASE DATED [ Insert Lease Date ] , AS AMENDED ( COLLECTIVELY , THE LEASE ) , OR SUCH AMOUNT CONSTITUTES DAMAGES OWING BY THE TENANT UNDER SUCH LEASE TO BENEFICIARY RESULTING FROM THE BREACH OF SUCH LEASE BY THE TENANT THEREUNDER , AND SUCH AMOUNT REMAINS UNPAID AT THE TIME OF THIS DRAWING .


THE UNDERSIGNED HEREBY CERTIFIES THAT BENEFICIARY IS ENTITLED TO DRAW DOWN THE FULL AMOUNT OF LETTER OF CREDIT NO. AS THE RESULT OF THE FILING OF A VOLUNTARY PETITION UNDER THE U.S. BANKRUPTCY CODE OR A STATE BANKRUPTCY CODE BY THE TENANT UNDER THAT CERTAIN OFFICE LEASE DATED [Insert Lease Date], AS AMENDED (COLLECTIVELY, THE LEASE), WHICH FILING HAS NOT BEEN DISMISSED AT THE TIME OF THIS DRAWING.

THE UNDERSIGNED HEREBY CERTIFIES THAT BENEFICIARY IS ENTITLED TO DRAW DOWN THE FULL AMOUNT OF LETTER OF CREDIT NO . AS THE RESULT OF THE FILING OF A VOLUNTARY PETITION UNDER THE U . S . BANKRUPTCY CODE OR A STATE BANKRUPTCY CODE BY THE TENANT UNDER THAT CERTAIN OFFICE LEASE DATED [ Insert Lease Date ] , AS AMENDED ( COLLECTIVELY , THE LEASE ) , WHICH FILING HAS NOT BEEN DISMISSED AT THE TIME OF THIS DRAWING .


PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS MAY BE MADE UNDER THIS STANDBY LETTER OF CREDIT, PROVIDED, HOWEVER, THAT EACH SUCH DEMAND THAT IS PAID BY US SHALL REDUCE THE AMOUNT AVAILABLE UNDER THIS STANDBY LETTER OF CREDIT.

PARTIAL DRAWINGS AND MULTIPLE PRESENTATIONS MAY BE MADE UNDER THIS STANDBY LETTER OF CREDIT , PROVIDED , HOWEVER , THAT EACH SUCH DEMAND THAT IS PAID BY US SHALL REDUCE THE AMOUNT AVAILABLE UNDER THIS STANDBY LETTER OF CREDIT .


ALL INFORMATION REQUIRED WHETHER INDICATED BY BLANKS, BRACKETS OR OTHERWISE, MUST BE COMPLETED AT THE TIME OF DRAWING. [Please Provide The Required Forms For Review, And Attach As Schedules To The Letter Of Credit.]

ALL INFORMATION REQUIRED WHETHER INDICATED BY BLANKS , BRACKETS OR OTHERWISE , MUST BE COMPLETED AT THE TIME OF DRAWING . [ Please Provide The Required Forms For Review , And Attach As Schedules To The Letter Of Credit . ]


IT IS A CONDITION OF THIS STANDBY LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR A PERIOD OF ONE YEAR FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE, UNLESS AT LEAST SIXTY (60)DAYS PRIOR TO THE EXPIRATION DATE WE SEND YOU NOTICE BY NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE THAT WE ELECT NOT TO EXTEND THIS LETTER OF CREDIT FOR ANY SUCH ADDITIONAL PERIOD. SAID NOTICE WILL BE SENT TO THE ADDRESS INDICATED ABOVE, UNLESS A CHANGE OF ADDRESS IS OTHERWISE NOTIFIED BY YOU TO US IN WRITING BY RECEIPTED MAIL OR COURIER. ANY NOTICE TO US WILL BE DEEMED EFFECTIVE ONLY UPON ACTUAL RECEIPT BY US AT OUR DESIGNATED OFFICE. IN NO EVENT, AND WITHOUT FURTHER NOTICE FROM OURSELVES, SHALL THE EXPIRATION DATE BE EXTENDED BEYOND A FINAL EXPIRATION DATE OF (120 days from the Lease Expiration Date).

IT IS A CONDITION OF THIS STANDBY LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR A PERIOD OF ONE YEAR FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE , UNLESS AT LEAST SIXTY ( 60 ) DAYS PRIOR TO THE EXPIRATION DATE WE SEND YOU NOTICE BY NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE THAT WE ELECT NOT TO EXTEND THIS LETTER OF CREDIT FOR ANY SUCH ADDITIONAL PERIOD . SAID NOTICE WILL BE SENT TO THE ADDRESS INDICATED ABOVE , UNLESS A CHANGE OF ADDRESS IS OTHERWISE NOTIFIED BY YOU TO US IN WRITING BY RECEIPTED MAIL OR COURIER . ANY NOTICE TO US WILL BE DEEMED EFFECTIVE ONLY UPON ACTUAL RECEIPT BY US AT OUR DESIGNATED OFFICE . IN NO EVENT , AND WITHOUT FURTHER NOTICE FROM OURSELVES , SHALL THE EXPIRATION DATE BE EXTENDED BEYOND A FINAL EXPIRATION DATE OF ( 120 days from the Lease Expiration Date ) .


THIS LETTER OF CREDIT MAY BE TRANSFERRED SUCCESSIVELY IN WHOLE OR IN PART ONLY UP TO THE THEN AVAILABLE AMOUNT IN FAVOR OF A NOMINATED TRANSFEREE (TRANSFEREE), ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE IS IN COMPLIANCE WITH ALL APPLICABLE U.S. LAWS AND REGULATIONS. AT THE TIME OF TRANSFER, THE ORIGINAL LETTER OF CREDIT AND ORIGINAL AMENDMENT(S) IF ANY, MUST BE SURRENDERED TO US TOGETHER WITH OUR TRANSFER FORM (AVAILABLE UPON REQUEST) AND PAYMENT OF OUR CUSTOMARY TRANSFER FEES BY APPLICANT. IN CASE OF ANY TRANSFER UNDER THIS LETTER OF CREDIT, THE DRAFT AND ANY REQUIRED STATEMENT MUST BE EXECUTED BY THE TRANSFEREE AND WHERE THE BENEFICIARYS NAME APPEARS WITHIN THIS STANDBY LETTER OF CREDIT, THE TRANSFEREES NAME IS AUTOMATICALLY SUBSTITUTED THEREFOR.

THIS LETTER OF CREDIT MAY BE TRANSFERRED SUCCESSIVELY IN WHOLE OR IN PART ONLY UP TO THE THEN AVAILABLE AMOUNT IN FAVOR OF A NOMINATED TRANSFEREE ( TRANSFEREE ) , ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE IS IN COMPLIANCE WITH ALL APPLICABLE U . S . LAWS AND REGULATIONS . AT THE TIME OF TRANSFER , THE ORIGINAL LETTER OF CREDIT AND ORIGINAL AMENDMENT ( S ) IF ANY , MUST BE SURRENDERED TO US TOGETHER WITH OUR TRANSFER FORM ( AVAILABLE UPON REQUEST ) AND PAYMENT OF OUR CUSTOMARY TRANSFER FEES BY APPLICANT . IN CASE OF ANY TRANSFER UNDER THIS LETTER OF CREDIT , THE DRAFT AND ANY REQUIRED STATEMENT MUST BE EXECUTED BY THE TRANSFEREE AND WHERE THE BENEFICIARYS NAME APPEARS WITHIN THIS STANDBY LETTER OF CREDIT , THE TRANSFEREES NAME IS AUTOMATICALLY SUBSTITUTED THEREFOR .


PRESENTATION OF A DRAWING UNDER THIS LETTER OF CREDIT MAY BE MADE ON OR PRIOR TO THE THEN CURRENT EXPIRATION DATE HEREOF BY HAND DELIVERY, COURIER SERVICE, OVERNIGHT MAIL, OR FACSIMILE . PRESENTATION BY FACSIMILE TRANSMISSION SHALL BE BY TRANSMISSION OF THE ABOVE REQUIRED SIGHT DRAFT DRAWN ON US TOGETHER WITH THIS LETTER OF CREDIT TO OUR FACSIMILE NUMBER, [Insert Fax Number - ()-], ATTENTION: [Insert Appropriate Recipient], WITH TELEPHONIC CONFIRMATION OF OUR RECEIPT OF SUCH FACSIMILE TRANSMISSION AT OUR TELEPHONE NUMBER [Insert Telephone Number - ()-] OR TO SUCH OTHER FACSIMILE OR TELEPHONE NUMBERS, AS TO WHICH YOU HAVE RECEIVED WRITTEN NOTICE FROM US AS BEING THE APPLICABLE SUCH NUMBER. WE AGREE TO NOTIFY YOU IN WRITING, BY NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE, OF ANY CHANGE IN SUCH DIRECTION. ANY FACSIMILE PRESENTATION PURSUANT TO THIS PARAGRAPH SHALL ALSO STATE THEREON THAT THE ORIGINAL OF SUCH SIGHT DRAFT AND LETTER OF CREDIT ARE BEING REMITTED, FOR DELIVERY ON THE NEXT BUSINESS DAY, TO [Insert Bank Name] AT THE APPLICABLE ADDRESS FOR PRESENTMENT PURSUANT TO THE PARAGRAPH PRECEDING THIS ONE.

PRESENTATION OF A DRAWING UNDER THIS LETTER OF CREDIT MAY BE MADE ON OR PRIOR TO THE THEN CURRENT EXPIRATION DATE HEREOF BY HAND DELIVERY , COURIER SERVICE , OVERNIGHT MAIL , OR FACSIMILE . PRESENTATION BY FACSIMILE TRANSMISSION SHALL BE BY TRANSMISSION OF THE ABOVE REQUIRED SIGHT DRAFT DRAWN ON US TOGETHER WITH THIS LETTER OF CREDIT TO OUR FACSIMILE NUMBER , [ Insert Fax Number - ( ) - ] , ATTENTION : [ Insert Appropriate Recipient ] , WITH TELEPHONIC CONFIRMATION OF OUR RECEIPT OF SUCH FACSIMILE TRANSMISSION AT OUR TELEPHONE NUMBER [ Insert Telephone Number - ( ) - ] OR TO SUCH OTHER FACSIMILE OR TELEPHONE NUMBERS , AS TO WHICH YOU HAVE RECEIVED WRITTEN NOTICE FROM US AS BEING THE APPLICABLE SUCH NUMBER . WE AGREE TO NOTIFY YOU IN WRITING , BY NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE , OF ANY CHANGE IN SUCH DIRECTION . ANY FACSIMILE PRESENTATION PURSUANT TO THIS PARAGRAPH SHALL ALSO STATE THEREON THAT THE ORIGINAL OF SUCH SIGHT DRAFT AND LETTER OF CREDIT ARE BEING REMITTED , FOR DELIVERY ON THE NEXT BUSINESS DAY , TO [ Insert Bank Name ] AT THE APPLICABLE ADDRESS FOR PRESENTMENT PURSUANT TO THE PARAGRAPH PRECEDING THIS ONE .


A. Landlord and Tenant entered into that certain Office Lease dated December15, 2011 (the Lease), whereby Landlord leased to Tenant and Tenant leased from Landlord 62,852 rentable square feet of space (the Premises), located on the entirety of the second (2nd), third (3rd), fourth (4th), fifth (5th)and sixth (6th)floors of that certain building (the Building) located at 301 Brannan Street, San Francisco, California .

A . Landlord and Tenant entered into that certain Office Lease dated December15 , 2011 ( the Lease ) , whereby Landlord leased to Tenant and Tenant leased from Landlord 62 , 852 rentable square feet of space ( the Premises ) , located on the entirety of the second ( 2nd ) , third ( 3rd ) , fourth ( 4th ) , fifth ( 5th ) and sixth ( 6th ) floors of that certain building ( the Building ) located at 301 Brannan Street , San Francisco , California .


D. Pursuant to the terms of that certain Sublease Agreement dated as of February, 2014 (the Sublease), by and between Tenant, as sublessor, and Okta, Inc. , a Delaware corporation (Subtenant), as sublessee, Tenant agreed to sublease to Subtenant the portion of the Premises located on the third (3rd), fourth (4th), and fifth (5th)floors of the Building, containing a total of 37,815 rentable square feet (the Sublet Premises). Landlord consented to the terms of the Sublease pursuant to that certain Consent to Sublease Agreement dated as of March31, 2014 (the Consent to Sublease), by and among Landlord, Tenant, and Subtenant. The portion of the Premises located on the second (2nd)and sixth (6th)floors of the Building, containing a total of 25,037 rentable square feet, is referred to herein as the Retained Premises. Concurrently herewith , Landlord, Tenant, and Subtenant are entering into that certain First Amendment to the Consent to Sublease Agreement, dated as of an even date herewith (the Consent to Sublease Amendment), which includes additional provisions relating to Tenants rent obligations and Landlords rights and remedies under the Lease (as hereby amended). The terms of the Consent to Sublease Amendment are hereby incorporated by reference into the Lease, and the Lease is amended thereby.

D . Pursuant to the terms of that certain Sublease Agreement dated as of February , 2014 ( the Sublease ) , by and between Tenant , as sublessor , and Okta , Inc . , a Delaware corporation ( Subtenant ) , as sublessee , Tenant agreed to sublease to Subtenant the portion of the Premises located on the third ( 3rd ) , fourth ( 4th ) , and fifth ( 5th ) floors of the Building , containing a total of 37 , 815 rentable square feet ( the Sublet Premises ) . Landlord consented to the terms of the Sublease pursuant to that certain Consent to Sublease Agreement dated as of March31 , 2014 ( the Consent to Sublease ) , by and among Landlord , Tenant , and Subtenant . The portion of the Premises located on the second ( 2nd ) and sixth ( 6th ) floors of the Building , containing a total of 25 , 037 rentable square feet , is referred to herein as the Retained Premises . Concurrently herewith , Landlord , Tenant , and Subtenant are entering into that certain First Amendment to the Consent to Sublease Agreement , dated as of an even date herewith ( the Consent to Sublease Amendment ) , which includes additional provisions relating to Tenants rent obligations and Landlords rights and remedies under the Lease ( as hereby amended ) . The terms of the Consent to Sublease Amendment are hereby incorporated by reference into the Lease , and the Lease is amended thereby .


3\. Outstanding Rent. Landlord and Tenant acknowledge and agree that as of the date of this First Amendment, Tenant owes Landlord, as past-due Rent under the Lease, the amount of Two Hundred Eighty-Six Thousand Eight Hundred Seventy- Nine and 77/100 Dollars ($286,879.77) (the Outstanding Rent Amount) for the month of August 2015. Concurrently with Tenants execution of this First Amendment, Tenant shall pay the Outstanding Rent Amount to Landlord.

3 \ . Outstanding Rent . Landlord and Tenant acknowledge and agree that as of the date of this First Amendment , Tenant owes Landlord , as past-due Rent under the Lease , the amount of Two Hundred Eighty-Six Thousand Eight Hundred Seventy - Nine and 77 / 100 Dollars ( $ 286 , 879 . 77 ) ( the Outstanding Rent Amount ) for the month of August 2015 . Concurrently with Tenants execution of this First Amendment , Tenant shall pay the Outstanding Rent Amount to Landlord .


4\. Prepaid Rent. Landlord and Tenant acknowledge and agree that the Base Rent and the estimate of Tenants Share of Direct Expenses due and owing with respect to the Retained Premises for the months of September and October 2015 is equal to $207,332.46 in the aggregate (the Prepaid Rent Amount), which consists of $200,296.00 in Base Rent obligations and $7,036.46 per month as the estimate of Tenants Share of Direct Expenses. Concurrently with Tenants execution of this First Amendment, Tenant shall pay the Prepaid Rent Amount to Landlord, and Landlord shall credit the amount of the Prepaid Rent against Tenants Base Rent and Tenants Share of Direct Expenses obligations applicable to the Retained Premises for such period.

4 \ . Prepaid Rent . Landlord and Tenant acknowledge and agree that the Base Rent and the estimate of Tenants Share of Direct Expenses due and owing with respect to the Retained Premises for the months of September and October 2015 is equal to $ 207 , 332 . 46 in the aggregate ( the Prepaid Rent Amount ) , which consists of $ 200 , 296 . 00 in Base Rent obligations and $ 7 , 036 . 46 per month as the estimate of Tenants Share of Direct Expenses . Concurrently with Tenants execution of this First Amendment , Tenant shall pay the Prepaid Rent Amount to Landlord , and Landlord shall credit the amount of the Prepaid Rent against Tenants Base Rent and Tenants Share of Direct Expenses obligations applicable to the Retained Premises for such period .


10\. Broker. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this First Amendment, and that they know of no real estate broker or agent who is entitled to a commission in connection with this First Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation reasonable attorneys fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent, occurring by, through, or under the indemnifying party. The terms of this Section10 shall survive the expiration or earlier termination of the term of the Lease, as hereby amended.

10 \ . Broker . Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this First Amendment , and that they know of no real estate broker or agent who is entitled to a commission in connection with this First Amendment . Each party agrees to indemnify and defend the other party against and hold the other party harmless from and against any and all claims , demands , losses , liabilities , lawsuits , judgments , costs and expenses ( including without limitation reasonable attorneys fees ) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent , occurring by , through , or under the indemnifying party . The terms of this Section10 shall survive the expiration or earlier termination of the term of the Lease , as hereby amended .


13\. Prohibited Persons; Foreign Corrupt Practices Act and Anti-Money Laundering. Neither Tenant nor any of its affiliates, nor any of their respective members, partners or other equity holders, and none of their respective officers, directors or managers is, nor prior to or during the Lease Term, will they become a person or entity with whom U.S. persons or entities are restricted from doing business under (a)the Patriot Act ( as defined below), (b)any other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (OFAC) (including any blocked person or entity listed in the Annex to Executive Order Nos. 12947, 13099 and 13224 and any modifications thereto or thereof or any other person or entity named on OFACs Specially Designated Blocked Persons List) or (c)any other U.S. statute, Executive Order (including the September24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism) or other governmental action (collectively, Prohibited

13 \ . Prohibited Persons ; Foreign Corrupt Practices Act and Anti-Money Laundering . Neither Tenant nor any of its affiliates , nor any of their respective members , partners or other equity holders , and none of their respective officers , directors or managers is , nor prior to or during the Lease Term , will they become a person or entity with whom U . S . persons or entities are restricted from doing business under ( a ) the Patriot Act ( as defined below ) , ( b ) any other requirements contained in the rules and regulations of the Office of Foreign Assets Control , Department of the Treasury ( OFAC ) ( including any blocked person or entity listed in the Annex to Executive Order Nos . 12947 , 13099 and 13224 and any modifications thereto or thereof or any other person or entity named on OFACs Specially Designated Blocked Persons List ) or ( c ) any other U . S . statute , Executive Order ( including the September24 , 2001 , Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit , Threaten to Commit or Support Terrorism ) or other governmental action ( collectively , Prohibited


Persons). Prior to and during the Lease Term, Tenant, and to Tenants knowledge , its employees and any person acting on its behalf have at all times fully complied with, and are currently in full compliance with, the Foreign Corrupt Practices Act of 1977 and any other applicable anti-bribery or anti- corruption laws. Tenant is not entering into this First Amendment, directly or indirectly, in violation of any laws relating to drug trafficking, money laundering or predicate crimes to money laundering. As used herein, Patriot Act shall mean the USA Patriot Act of 2001 , 107 Public Law 56 (October26, 2001) and all other statutes, orders, rules and regulations of the U.S. government and its various executive departments, agencies and offices interpreting and implementing the Patriot Act.< br/>

Persons ) . Prior to and during the Lease Term , Tenant , and to Tenants knowledge , its employees and any person acting on its behalf have at all times fully complied with , and are currently in full compliance with , the Foreign Corrupt Practices Act of 1977 and any other applicable anti-bribery or anti - corruption laws . Tenant is not entering into this First Amendment , directly or indirectly , in violation of any laws relating to drug trafficking , money laundering or predicate crimes to money laundering . As used herein , Patriot Act shall mean the USA Patriot Act of 2001 , 107 Public Law 56 ( October26 , 2001 ) and all other statutes , orders , rules and regulations of the U . S . government and its various executive departments , agencies and offices interpreting and implementing the Patriot Act . & lt ; br / & gt ;


ISSUANCE AND RELEASE AGREEMENT


ISSUANCE AND RELEASE AGREEMENT (the Agreement), dated as of January 6, 2017 , by and between Presidential Realty Corporation , a Delaware corporation (the Company), and Jeffrey Rogers (Releasor).

ISSUANCE AND RELEASE AGREEMENT ( the Agreement ) , dated as of January 6 , 2017 , by and between Presidential Realty Corporation , a Delaware corporation ( the Company ) , and Jeffrey Rogers ( Releasor ) .


c.Investor Representations. Releasor is acquiring the Companys Class B common stock for investment for his own account, not as a nominee or agent, and not with a view to, or for sale in connection with, any distribution, resale or public offering of such shares or any part thereof in violation of the Securities Act of 1933 , as amended (the Securities Act). Releasor either alone or together with his representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Companys Class B common stock, and has so evaluated the merits and risks of such investment. Releasor is able to bear the economic risk of an investment in the Companys Class B common stock and, at the present time, is able to afford a complete loss of such investment. Releasor acknowledges that he has been afforded the opportunity to ask such questions as he has deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of investing in the Companys Class B common stock. Releasor understands that (i) the Companys Class B common stock to be issued to him has not been registered under the Securities Act or the securities or blue-sky laws of any state and (ii)such shares may not be sold, pledged or otherwise transferred unless such transfer is registered under the Securities Act and the securities or blue-sky laws of any applicable state or there is an exemption from registration thereunder.

c . Investor Representations . Releasor is acquiring the Companys Class B common stock for investment for his own account , not as a nominee or agent , and not with a view to , or for sale in connection with , any distribution , resale or public offering of such shares or any part thereof in violation of the Securities Act of 1933 , as amended ( the Securities Act ) . Releasor either alone or together with his representatives , has such knowledge , sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Companys Class B common stock , and has so evaluated the merits and risks of such investment . Releasor is able to bear the economic risk of an investment in the Companys Class B common stock and , at the present time , is able to afford a complete loss of such investment . Releasor acknowledges that he has been afforded the opportunity to ask such questions as he has deemed necessary of , and to receive answers from , representatives of the Company concerning the merits and risks of investing in the Companys Class B common stock . Releasor understands that ( i ) the Companys Class B common stock to be issued to him has not been registered under the Securities Act or the securities or blue-sky laws of any state and ( ii ) such shares may not be sold , pledged or otherwise transferred unless such transfer is registered under the Securities Act and the securities or blue-sky laws of any applicable state or there is an exemption from registration thereunder .


| Presidential Realty Corporation ---|--- | | By: | /s/ Alexander Ludwig | Name: | Alexander Ludwig | Title: | President

| Presidential Realty Corporation - - - | - - - | | By : | / s / Alexander Ludwig | Name : | Alexander Ludwig | Title : | President


| Address: | 12 E. 86th Street, Unit 921 ---|---|--- | | New York, NY 10028


EX-10.1 2 ex101.htm SETTLEMENT AND RELEASE AGREEMENT BETWEEN GHS INVESTMENTS, LLC AND SIMLATUS CORPORATION

EX-10 . 1 2 ex101 . htm SETTLEMENT AND RELEASE AGREEMENT BETWEEN GHS INVESTMENTS , LLC AND SIMLATUS CORPORATION


WHEREAS, GHS owns that certain Convertible Promissory Note of the Company in the original aggregate principal amount of $15,886 ; dated April 28, 2016 (which tacks back to a Convertible Promissory Note between Direct Capital Group, Inc. and Grid Petroleum Corp. and dated June 30, 2015) (Existing Note), a copy of which is attached to this Agreement as Attachment A.

WHEREAS , GHS owns that certain Convertible Promissory Note of the Company in the original aggregate principal amount of $ 15 , 886 ; dated April 28 , 2016 ( which tacks back to a Convertible Promissory Note between Direct Capital Group , Inc . and Grid Petroleum Corp . and dated June 30 , 2015 ) ( Existing Note ) , a copy of which is attached to this Agreement as Attachment A .


This Separation and Release Agreement (thisAgreement), dated October 6, 2016 (the Effective Date), confirms the following understandings and agreements between Gardner Denver, Inc. (theCompany) and Saeid Rahimian (hereinafter referred to as you or your).

This Separation and Release Agreement ( thisAgreement ) , dated October 6 , 2016 ( the Effective Date ) , confirms the following understandings and agreements between Gardner Denver , Inc . ( theCompany ) and Saeid Rahimian ( hereinafter referred to as you or your ) .


17. Governing Law; Jurisdiction. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF DELAWARE, APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

17 . Governing Law ; Jurisdiction . EXCEPT WHERE PREEMPTED BY FEDERAL LAW , THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF DELAWARE , APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE . EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT , ACTION OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT .


| GARDNER DENVER, INC. ---|--- | | | By: | /s/ Andrew Schiesl | | Name: Andrew Schiesl | | Title: Vice President | | | /s/ Saeid Rahimian | Saeid Rahimian | Dated: October 6, 2016 | |

| GARDNER DENVER , INC . - - - | - - - | | | By : | / s / Andrew Schiesl | | Name : Andrew Schiesl | | Title : Vice President | | | / s / Saeid Rahimian | Saeid Rahimian | Dated : October 6 , 2016 | |


EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF DELAWARE, APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS. I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE.

EXCEPT WHERE PREEMPTED BY FEDERAL LAW , THIS RELEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF DELAWARE , APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS . I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT , ACTION , OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE .


AIRCRAFT DRY LEASE AGREEMENT


THIS AIRCRAFT DRY LEASE AGREEMENT (this Lease) is entered in effective as of January11, 2017 , by and between MSG SPORTS& ENTERTAINMENT, LLC , a Delaware limited liability company with an address at Two Pennsylvania Plaza, New York, New York 10121 (Lessor or MSG) and QUART 2C, LLC , a Delaware limited liability company with an address at P.O. Box 420, Oyster Bay, New York 11771 (Lessee or Q2C).

THIS AIRCRAFT DRY LEASE AGREEMENT ( this Lease ) is entered in effective as of January11 , 2017 , by and between MSG SPORTS & amp ; ENTERTAINMENT , LLC , a Delaware limited liability company with an address at Two Pennsylvania Plaza , New York , New York 10121 ( Lessor or MSG ) and QUART 2C , LLC , a Delaware limited liability company with an address at P . O . Box 420 , Oyster Bay , New York 11771 ( Lessee or Q2C ) .


(c) Not later than thirty(30) days following June30 (the True-Up Date) each year during the Term, MSG shall provide toQ2C a statement showing the total number of hours of use of the Aircraft from July1 of the preceding year to and including the True-Up Date. Pursuant to that certain Aircraft Dry Lease Agreement, dated as of January11, 2017 , between MSG and Q2C (the G450 Dry

( c ) Not later than thirty ( 30 ) days following June30 ( the True-Up Date ) each year during the Term , MSG shall provide toQ2C a statement showing the total number of hours of use of the Aircraft from July1 of the preceding year to and including the True-Up Date . Pursuant to that certain Aircraft Dry Lease Agreement , dated as of January11 , 2017 , between MSG and Q2C ( the G450 Dry


14\. Cross Indemnities ; LIMITATION ON LIABILITY.

14 \ . Cross Indemnities ; LIMITATION ON LIABILITY .


18\. Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of New York, determined without regard to its conflicts of laws principles. If any provision of this Lease conflicts with any statute or rule of law of the State of New York or is otherwise unenforceable, such provision shall be deemed null and void only to the extent of such conflict or unenforceability and shall be deemed separate from and shall not invalidate any other provision of this Lease.

18 \ . Governing Law . This Lease shall be governed by and construed in accordance with the laws of the State of New York , determined without regard to its conflicts of laws principles . If any provision of this Lease conflicts with any statute or rule of law of the State of New York or is otherwise unenforceable , such provision shall be deemed null and void only to the extent of such conflict or unenforceability and shall be deemed separate from and shall not invalidate any other provision of this Lease .


21\. Counterparts. This Lease may for all purposes be executed in several counterparts, each of which shall be deemed an original, and all such counterparts, taken together, shall constitute the same instrument, even though all parties may not have executed the same counterpart of this Lease. Each party may transmit its signature by confirmed facsimile or PDF transmission, and such signatures shall have the same force and effect as an original signature.

21 \ . Counterparts . This Lease may for all purposes be executed in several counterparts , each of which shall be deemed an original , and all such counterparts , taken together , shall constitute the same instrument , even though all parties may not have executed the same counterpart of this Lease . Each party may transmit its signature by confirmed facsimile or PDF transmission , and such signatures shall have the same force and effect as an original signature .


1\. Mail a copy of this Lease to the following address via certified mail, return receipt requested, immediately upon execution of this Lease ( 14 C.F.R. 91 .23 requires that the copy be sent within twenty-four (24)hours after it is signed):

1 \ . Mail a copy of this Lease to the following address via certified mail , return receipt requested , immediately upon execution of this Lease ( 14 C . F . R . 91 . 23 requires that the copy be sent within twenty-four ( 24 ) hours after it is signed ) :


On behalf of ServiceNow, Inc. (the Company), this letter agreement (the Agreement) sets forth the terms and conditions of your appointment as President and Chief Executive Officer of the Company.

On behalf of ServiceNow , Inc . ( the Company ) , this letter agreement ( the Agreement ) sets forth the terms and conditions of your appointment as President and Chief Executive Officer of the Company .


| 1. | Position. Effective on April 1, 2017 , you will be appointed as the Companys President and Chief Executive Officer (CEO) reporting to the Companys Board of Directors (the Board). You will have all of the duties, responsibilities and authority commensurate with the position. Your employment with the Company will commence as soon as practicable on a date to be determined by you and the Board, which shall be no later than April1, 2017 (such start date, your Start Date); provided that the effective date of your appointment as CEO and as a member of the Board (as set forth below) shall be April 1, 2017 . Your office will be at the Companys headquarters, currently located in Santa Clara, CA. ---|---|--- You will be expected to devote your full working time and attention to the business of the Company, and you will not render services to any other business without the prior approval of the Board. Notwithstanding the foregoing, you may manage personal investments, participate in civic, charitable, professional and academic activities (including serving on boards and committees), and, subject to prior approval by the Board, serve on the board of directors (and any committees) and/or as an advisor of other for- profit companies, provided that such activities do not at the time the activity or activities commence or thereafter (i)create an actual or potential business or fiduciary conflict of interest or (ii)individually or in the aggregate, interfere materially with the performance of your duties to the Company.

| 1 . | Position . Effective on April 1 , 2017 , you will be appointed as the Companys President and Chief Executive Officer ( CEO ) reporting to the Companys Board of Directors ( the Board ) . You will have all of the duties , responsibilities and authority commensurate with the position . Your employment with the Company will commence as soon as practicable on a date to be determined by you and the Board , which shall be no later than April1 , 2017 ( such start date , your Start Date ) ; provided that the effective date of your appointment as CEO and as a member of the Board ( as set forth below ) shall be April 1 , 2017 . Your office will be at the Companys headquarters , currently located in Santa Clara , CA . - - - | - - - | - - - You will be expected to devote your full working time and attention to the business of the Company , and you will not render services to any other business without the prior approval of the Board . Notwithstanding the foregoing , you may manage personal investments , participate in civic , charitable , professional and academic activities ( including serving on boards and committees ) , and , subject to prior approval by the Board , serve on the board of directors ( and any committees ) and / or as an advisor of other for - profit companies , provided that such activities do not at the time the activity or activities commence or thereafter ( i ) create an actual or potential business or fiduciary conflict of interest or ( ii ) individually or in the aggregate , interfere materially with the performance of your duties to the Company .


The applicable 25% Absolute Metric or 50% Absolute Metric must be satisfied for each Time-Based Vesting Tranche for any shares to vest in such Time-Based Vesting Tranche. If a time-based vesting date for a Time-Based Vesting Tranche occurs and the applicable 25% Absolute Metric or 50% Absolute Metric is not achieved for the Time-Based Vesting Tranche on such time-based vesting date, the number of shares that would have vested in such Time-Based Vesting Tranche will not vest, but will instead roll forward (the Roll-Forward) until the next time-based vesting date on which the applicable 25% Absolute Metric or 50% Absolute Metric is achieved, and on such time-based vesting date, all accrued Roll-Forward shares will vest. After such vesting event, the balance of the New-Hire Option will continue to vest pursuant to the time-based vesting schedule, subject to achievement of the applicable 25% Absolute Metric or 50% Absolute Metric for the original time-based vesting date on each later time-based vesting date, as described above. For purposes of clarity, a Time- Based Vesting Tranche subject to the 25% Absolute Metric that Rolls Forward beyond thirty (30)months following the Start Date remains subject to the 25 % Absolute Metric. If, as of the final vesting date in the time-based vesting schedule, the applicable 25% Absolute Metric or 50% Absolute Metric is not achieved with respect to any Time-Based Vesting Tranche, additional shares will vest, subject to Section8 below, if the applicable 25% Absolute Metric or 50% Absolute Metric is achieved during the remaining term of the New-Hire Option while you remain employed as CEO of the Company.

The applicable 25 % Absolute Metric or 50 % Absolute Metric must be satisfied for each Time-Based Vesting Tranche for any shares to vest in such Time-Based Vesting Tranche . If a time-based vesting date for a Time-Based Vesting Tranche occurs and the applicable 25 % Absolute Metric or 50 % Absolute Metric is not achieved for the Time-Based Vesting Tranche on such time-based vesting date , the number of shares that would have vested in such Time-Based Vesting Tranche will not vest , but will instead roll forward ( the Roll-Forward ) until the next time-based vesting date on which the applicable 25 % Absolute Metric or 50 % Absolute Metric is achieved , and on such time-based vesting date , all accrued Roll-Forward shares will vest . After such vesting event , the balance of the New-Hire Option will continue to vest pursuant to the time-based vesting schedule , subject to achievement of the applicable 25 % Absolute Metric or 50 % Absolute Metric for the original time-based vesting date on each later time-based vesting date , as described above . For purposes of clarity , a Time - Based Vesting Tranche subject to the 25 % Absolute Metric that Rolls Forward beyond thirty ( 30 ) months following the Start Date remains subject to the 25 % Absolute Metric . If , as of the final vesting date in the time-based vesting schedule , the applicable 25 % Absolute Metric or 50 % Absolute Metric is not achieved with respect to any Time-Based Vesting Tranche , additional shares will vest , subject to Section8 below , if the applicable 25 % Absolute Metric or 50 % Absolute Metric is achieved during the remaining term of the New-Hire Option while you remain employed as CEO of the Company .


In consideration of the termination benefits (the Benefits) provided and to be provided to me by ServiceNow, Inc. , or any successor thereof (the Company) pursuant to my Agreement with Company dated February22, 2017 (the Agreement) and in connection with the termination of my employment, I agree to the following general release (the Release).

In consideration of the termination benefits ( the Benefits ) provided and to be provided to me by ServiceNow , Inc . , or any successor thereof ( the Company ) pursuant to my Agreement with Company dated February22 , 2017 ( the Agreement ) and in connection with the termination of my employment , I agree to the following general release ( the Release ) .


1. | On behalf of myself, my heirs, executors, administrators, successors, and assigns, I hereby fully and forever generally release and discharge Company, its current, former and future parents, subsidiaries, affiliated companies, related entities, employee benefit plans, and, in such capacities, their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees and assigns (collectively, the Company) from any and all claims, causes of action, and liabilities up through the date of my execution of the Release. The claims subject to this release include, but are not limited to, those relating to my employment with Company and/or any predecessor to Company and the termination of such employment. All such claims (including related attorneys fees and costs) are barred without regard to whether those claims are based on any alleged breach of a duty arising in statute, contract, or tort. This expressly includes waiver and release of any rights and claims arising under any and all laws, rules, regulations, and ordinances, including, but not limited to: Title VII of the Civil Rights Act of 1964 ; the Older Workers Benefit Protection Act; the Americans With Disabilities Act; the Age Discrimination in Employment Act; the Fair Labor Standards Act; the National Labor Relations Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974 , as amended (ERISA); the Workers Adjustment and Retraining Notification Act; the California Fair Employment and Housing Act ( if applicable); the provisions of the California Labor Code (if applicable); the Equal Pay Act of 1963 ; and any similar law of any other state or governmental entity. The parties agree to apply California law in interpreting the Release. Accordingly, I further waive any rights under Section1542 of the Civil Code of the State of California or any similar state statute. Section1542 states: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known to him or her, must have materially affected his or her settlement with the debtor. This Release does not extend to, and has no effect upon, any benefits that have accrued or equity that has vested, and to which I have become vested or otherwise entitled to, under any employee benefit plan, program or policy sponsored or maintained by the Company, or to my right to indemnification by the Company, and continued coverage by the Companys directors and officers insurance. ---|---

1 . | On behalf of myself , my heirs , executors , administrators , successors , and assigns , I hereby fully and forever generally release and discharge Company , its current , former and future parents , subsidiaries , affiliated companies , related entities , employee benefit plans , and , in such capacities , their fiduciaries , predecessors , successors , officers , directors , shareholders , agents , employees and assigns ( collectively , the Company ) from any and all claims , causes of action , and liabilities up through the date of my execution of the Release . The claims subject to this release include , but are not limited to , those relating to my employment with Company and / or any predecessor to Company and the termination of such employment . All such claims ( including related attorneys fees and costs ) are barred without regard to whether those claims are based on any alleged breach of a duty arising in statute , contract , or tort . This expressly includes waiver and release of any rights and claims arising under any and all laws , rules , regulations , and ordinances , including , but not limited to : Title VII of the Civil Rights Act of 1964 ; the Older Workers Benefit Protection Act ; the Americans With Disabilities Act ; the Age Discrimination in Employment Act ; the Fair Labor Standards Act ; the National Labor Relations Act ; the Family and Medical Leave Act ; the Employee Retirement Income Security Act of 1974 , as amended ( ERISA ) ; the Workers Adjustment and Retraining Notification Act ; the California Fair Employment and Housing Act ( if applicable ) ; the provisions of the California Labor Code ( if applicable ) ; the Equal Pay Act of 1963 ; and any similar law of any other state or governmental entity . The parties agree to apply California law in interpreting the Release . Accordingly , I further waive any rights under Section1542 of the Civil Code of the State of California or any similar state statute . Section1542 states : A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release , which , if known to him or her , must have materially affected his or her settlement with the debtor . This Release does not extend to , and has no effect upon , any benefits that have accrued or equity that has vested , and to which I have become vested or otherwise entitled to , under any employee benefit plan , program or policy sponsored or maintained by the Company , or to my right to indemnification by the Company , and continued coverage by the Companys directors and officers insurance . - - - | - - -


| | ---|---|--- Agreed and Accepted: ServiceNow, Inc. By: | | Date: | | [SIGNATURE PAGE TO GENERAL RELEASE AGREEMENT]

| | - - - | - - - | - - - Agreed and Accepted : ServiceNow , Inc . By : | | Date : | | [ SIGNATURE PAGE TO GENERAL RELEASE AGREEMENT ]


ASPIRITY HOLDINGS LLC , a Minnesota limited liability company


1. | Basic Lease Information. | 1 ---|---|--- 2. | Lease Grant. | 3 3. | Adjustment of Commencement Date; Possession. | 3 4. | Rent. | 4 5. | Compliance with Laws; Use. | 5 6. | Security Deposit. | 5 7. | Project Services. | 6 8. | Leasehold Improvements. | 7 9. | Repairs and Alterations. | 7 10. | Entry by Landlord. | 9 11. | Assignment and Subletting. | 9 12. | Liens. | 10 13. | Indemnity and Waiver of Claims. | 11 14. | Insurance. | 11 15. | Subrogation. | 13 16. | Casualty Damage. | 14 17. | Condemnation. | 14 18. | Events of Default. | 15 19. | Remedies. | 16 20. | Limitation of Liability. | 16 21. | Relocation. | 17 22. | Holding Over. | 17 23. | Subordination to Mortgages; Estoppel Certificate. | 17 24. | Notice. | 17 25. | Surrender of Premises. | 18 26. | Miscellaneous. | 18

1 . | Basic Lease Information . | 1 - - - | - - - | - - - 2 . | Lease Grant . | 3 3 . | Adjustment of Commencement Date ; Possession . | 3 4 . | Rent . | 4 5 . | Compliance with Laws ; Use . | 5 6 . | Security Deposit . | 5 7 . | Project Services . | 6 8 . | Leasehold Improvements . | 7 9 . | Repairs and Alterations . | 7 10 . | Entry by Landlord . | 9 11 . | Assignment and Subletting . | 9 12 . | Liens . | 10 13 . | Indemnity and Waiver of Claims . | 11 14 . | Insurance . | 11 15 . | Subrogation . | 13 16 . | Casualty Damage . | 14 17 . | Condemnation . | 14 18 . | Events of Default . | 15 19 . | Remedies . | 16 20 . | Limitation of Liability . | 16 21 . | Relocation . | 17 22 . | Holding Over . | 17 23 . | Subordination to Mortgages ; Estoppel Certificate . | 17 24 . | Notice . | 17 25 . | Surrender of Premises . | 18 26 . | Miscellaneous . | 18


THIS OFFICE LEASE AGREEMENT (including the exhibits attached hereto, the Lease) is made and entered into as of the _24th_ day of _March_, 2017 , by and between MINNETONKA WHITEWATER LLC , a Delaware limited liability company (Landlord) and ASPIRITY HOLDINGS LLC , a Minnesota limited liability company (Tenant).

THIS OFFICE LEASE AGREEMENT ( including the exhibits attached hereto , the Lease ) is made and entered into as of the _24th_ day of _March_ , 2017 , by and between MINNETONKA WHITEWATER LLC , a Delaware limited liability company ( Landlord ) and ASPIRITY HOLDINGS LLC , a Minnesota limited liability company ( Tenant ) .


1.01 Project shall mean the real estate located in the City of Minnetonka, County of Hennepin, State of Minnesota (the Land), commonly known as Minnetonka Corporate Center, comprised of 12800 Whitewater Drive (the 12800 Building) and 12900 Whitewater Drive (the 12900 Building), and all improvements of Landlord now or hereafter constructed on the Land or on or in any appurtenant easement or encroachment areas, except improvements which tenants may remove therefrom pursuant to the terms of their respective leases. Rentable Square Footage of the Project means, during any year, the rentable area of space held for lease as office space or retail space contained in the Project for such year, and is therefore subject to periodic adjustment by Landlord. As of the date hereof, the Rentable Square Footage of the Project is 139,622 square feet, comprised of 73,400 square feet in the 12800 Building and 66,222 square feet in the 12900 Building.

1 . 01 Project shall mean the real estate located in the City of Minnetonka , County of Hennepin , State of Minnesota ( the Land ) , commonly known as Minnetonka Corporate Center , comprised of 12800 Whitewater Drive ( the 12800 Building ) and 12900 Whitewater Drive ( the 12900 Building ) , and all improvements of Landlord now or hereafter constructed on the Land or on or in any appurtenant easement or encroachment areas , except improvements which tenants may remove therefrom pursuant to the terms of their respective leases . Rentable Square Footage of the Project means , during any year , the rentable area of space held for lease as office space or retail space contained in the Project for such year , and is therefore subject to periodic adjustment by Landlord . As of the date hereof , the Rentable Square Footage of the Project is 139 , 622 square feet , comprised of 73 , 400 square feet in the 12800 Building and 66 , 222 square feet in the 12900 Building .


Months of Term| | | Annual Rate/RSF| | | Annual Base Rent| | | Monthly Base Rent| ---|---|---|---|---|---|---|---|---|---|--- 1* 12| | | $| 13.00| | | $| 70,200.00 | | | $| 5,850.00| 13 24| | | $| 13.50| | | $| 72,900.00| | | $| 6,075.00| 25 36| | | $| 14.00| | | $| 75,600.00| | | $| 6,300.00| 37 48| | | $| 14.50| | | $| 78,300.00| | | $| 6,525.00| 49 60| | | $| 15.00| | | $| 81,000.00| | | $| 6,750.00| 61 72| | | $| 15.50| | | $| 83,700.00| | | $| 6,975.00| 73 84| | | $| 16.00| | | $| 86,400.00| | | $| 7,200.00| 85 89| | | $| 16.50| | | $| 89,100.00| | | $| 7,425.00|


50 South Tenth Street, Suite 300


Attention: Wiley H. Sharp, III, CFO | | | | | | provided, however, that prior to the Commencement Date notices to Tenant shall be delivered as follows: | | | | | |

Attention : Wiley H . Sharp , III , CFO | | | | | | provided , however , that prior to the Commencement Date notices to Tenant shall be delivered as follows : | | | | | |


701 Xenia Avenue South, Suite 475


Golden Valley, Minnesota 55416


1.12 Business Day(s) are Monday through Friday of each week, exclusive of New Years Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (Holidays). Landlord may designate additional Holidays that are commonly recognized by other office buildings in the area where the Project is located. Currently, Project Service Hours are 8:00 a.m. to 6:00 p.m. on Business Days and 8:00 a.m. to 12:00 p.m. on Saturdays. The Project Service Hours are subject to change, at Landlords discretion, so long as the same are in keeping with hours kept by institutional landlords of office buildings similar to the Project in class, age, use, size, and location (Similar Projects). If the word day(s) is used in this Lease and not otherwise preceded with the word Business, such day(s) shall be deemed to be calendar days. Notwithstanding the foregoing, Tenant and its employees shall have access to the Premises 24 hours per day, 7 days per week, subject to Landlords security protocol for the Project and the terms and provisions of this Lease.

1 . 12 Business Day ( s ) are Monday through Friday of each week , exclusive of New Years Day , Presidents Day , Memorial Day , Independence Day , Labor Day , Thanksgiving Day and Christmas Day ( Holidays ) . Landlord may designate additional Holidays that are commonly recognized by other office buildings in the area where the Project is located . Currently , Project Service Hours are 8 : 00 a . m . to 6 : 00 p . m . on Business Days and 8 : 00 a . m . to 12 : 00 p . m . on Saturdays . The Project Service Hours are subject to change , at Landlords discretion , so long as the same are in keeping with hours kept by institutional landlords of office buildings similar to the Project in class , age , use , size , and location ( Similar Projects ) . If the word day ( s ) is used in this Lease and not otherwise preceded with the word Business , such day ( s ) shall be deemed to be calendar days . Notwithstanding the foregoing , Tenant and its employees shall have access to the Premises 24 hours per day , 7 days per week , subject to Landlords security protocol for the Project and the terms and provisions of this Lease .


9.03 Tenant shall not make alterations, repairs, additions or improvements or install any Cable (collectively referred to as Alterations) without complying with the provisions of Section 9.04 below and without first obtaining the written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. Prior to starting work, Tenant shall furnish Landlord with plans and specifications; names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Base Building, and any such contractors must have proven work experience in the city in which the Premises is located); required permits and approvals; evidence of contractors and subcontractors insurance as required under Section 14.03 below; proof of contractor (and subcontractor) union affiliation; and any security for performance in amounts reasonably required by Landlord. Changes to the plans and specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord. Tenant shall reimburse Landlord for any sums paid by Landlord for third party examination of Tenants plans for any Alterations. In addition , Tenant shall pay Landlord a fee for Landlords oversight and coordination of any Alterations equal to 10% of the cost of the Alterations. Upon completion, Tenant shall furnish as-built plans for any Alterations, completion affidavits and full and final waivers of lien. Landlords approval of an Alteration shall not be deemed a representation by Landlord that the Alteration complies with Law.

9 . 03 Tenant shall not make alterations , repairs , additions or improvements or install any Cable ( collectively referred to as Alterations ) without complying with the provisions of Section 9 . 04 below and without first obtaining the written consent of Landlord in each instance , which consent shall not be unreasonably withheld or delayed . Prior to starting work , Tenant shall furnish Landlord with plans and specifications ; names of contractors reasonably acceptable to Landlord ( provided that Landlord may designate specific contractors with respect to Base Building , and any such contractors must have proven work experience in the city in which the Premises is located ) ; required permits and approvals ; evidence of contractors and subcontractors insurance as required under Section 14 . 03 below ; proof of contractor ( and subcontractor ) union affiliation ; and any security for performance in amounts reasonably required by Landlord . Changes to the plans and specifications must also be submitted to Landlord for its approval . Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord . Tenant shall reimburse Landlord for any sums paid by Landlord for third party examination of Tenants plans for any Alterations . In addition , Tenant shall pay Landlord a fee for Landlords oversight and coordination of any Alterations equal to 10 % of the cost of the Alterations . Upon completion , Tenant shall furnish as-built plans for any Alterations , completion affidavits and full and final waivers of lien . Landlords approval of an Alteration shall not be deemed a representation by Landlord that the Alteration complies with Law .


9.04 Tenant shall construct such Alterations and perform such repairs in compliance with all applicable laws and pursuant to a valid building permit, issued by the City of Minnetonka, Minnesota, and in conformance with Landlords construction rules and regulations. Tenant shall cause all Alterations to be performed in such manner as not to obstruct access by any person to the improvements within the Project, or any Common Areas, and as not to obstruct the business of Landlord or other tenants in the Project, or interfere with the labor force working at the Property. For Alterations that exceed the cost of $100,000, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant shall (i) deliver to the Project management office a reproducible copy of the as built drawings of the Alterations, and (ii) deliver to Landlord evidence of payment, contractors affidavits and full and final waivers of all liens for labor, services or materials.

9 . 04 Tenant shall construct such Alterations and perform such repairs in compliance with all applicable laws and pursuant to a valid building permit , issued by the City of Minnetonka , Minnesota , and in conformance with Landlords construction rules and regulations . Tenant shall cause all Alterations to be performed in such manner as not to obstruct access by any person to the improvements within the Project , or any Common Areas , and as not to obstruct the business of Landlord or other tenants in the Project , or interfere with the labor force working at the Property . For Alterations that exceed the cost of $ 100 , 000 , Landlord may , in its discretion , require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien free completion of such Alterations and naming Landlord as a co-obligee . Upon completion of any Alterations , Tenant shall ( i ) deliver to the Project management office a reproducible copy of the as built drawings of the Alterations , and ( ii ) deliver to Landlord evidence of payment , contractors affidavits and full and final waivers of all liens for labor , services or materials .


Tenant hereby waives all claims against and releases Landlord and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees (defined in Article 23) and agents (the Landlord Related Parties) from all claims for any injury to or death of persons, damage to property or business loss in any manner related to (a) Force Majeure, (b) acts of third parties, (c) the bursting or leaking of any tank, water closet, drain or other pipe, (d) the inadequacy or failure of any security services, personnel or equipment, or (e) any matter not within the reasonable control of Landlord. Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties, Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys fees and other professional fees (if and to the extent permitted by Law) (collectively referred to as Losses), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises or any acts or omissions (including violations of Law) of Tenant, the Tenant Related Parties or any of Tenants transferees, contractors or licensees. Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties, Landlord shall indemnify, defend and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents (Tenant Related Parties) harmless against and from all Losses which may be imposed upon, incurred by or asserted against Tenant or any of the Tenant Related Parties by any third party and arising out of or in connection with bodily injury or property damage resulting from the acts or omissions (including violations of Law) of Landlord or the Landlord Related Parties.

Tenant hereby waives all claims against and releases Landlord and its trustees , members , principals , beneficiaries , partners , officers , directors , employees , Mortgagees ( defined in Article 23 ) and agents ( the Landlord Related Parties ) from all claims for any injury to or death of persons , damage to property or business loss in any manner related to ( a ) Force Majeure , ( b ) acts of third parties , ( c ) the bursting or leaking of any tank , water closet , drain or other pipe , ( d ) the inadequacy or failure of any security services , personnel or equipment , or ( e ) any matter not within the reasonable control of Landlord . Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties , Tenant shall indemnify , defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities , obligations , damages , penalties , claims , actions , costs , charges and expenses , including , without limitation , reasonable attorneys fees and other professional fees ( if and to the extent permitted by Law ) ( collectively referred to as Losses ) , which may be imposed upon , incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises or any acts or omissions ( including violations of Law ) of Tenant , the Tenant Related Parties or any of Tenants transferees , contractors or licensees . Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties , Landlord shall indemnify , defend and hold Tenant , its trustees , members , principals , beneficiaries , partners , officers , directors , employees and agents ( Tenant Related Parties ) harmless against and from all Losses which may be imposed upon , incurred by or asserted against Tenant or any of the Tenant Related Parties by any third party and arising out of or in connection with bodily injury or property damage resulting from the acts or omissions ( including violations of Law ) of Landlord or the Landlord Related Parties .


14.03 Contractors Insurance. Landlord and Tenant shall require that all contractors and subcontractors brought onto the Project have insurance coverage, at the contractors or subcontractors expense, in the following minimum amounts:

14 . 03 Contractors Insurance . Landlord and Tenant shall require that all contractors and subcontractors brought onto the Project have insurance coverage , at the contractors or subcontractors expense , in the following minimum amounts :


THIS COMMENCEMENT AGREEMENT is entered into as of ______________, 201_, pursuant to the provisions of Section 1.05 of that certain Lease dated as of _______________, 201_, by and between MINNETONKA WHITEWATER LLC , a Delaware limited liability company (Landlord), and ASPIRITY HOLDINGS LLC , a Minnesota limited liability company (Tenant), for 7,200 rentable square feet of office space on the 2nd floor of the building located at 12800 Whitewater Drive, Minnetonka, Minnesota, within the project commonly known as Minnetonka Corporate Center.

THIS COMMENCEMENT AGREEMENT is entered into as of ______________ , 201_ , pursuant to the provisions of Section 1 . 05 of that certain Lease dated as of _______________ , 201_ , by and between MINNETONKA WHITEWATER LLC , a Delaware limited liability company ( Landlord ) , and ASPIRITY HOLDINGS LLC , a Minnesota limited liability company ( Tenant ) , for 7 , 200 rentable square feet of office space on the 2nd floor of the building located at 12800 Whitewater Drive , Minnetonka , Minnesota , within the project commonly known as Minnetonka Corporate Center .


1. | Tenant accepts possession of the Premises; ---|--- | 2. | The Commencement Date of the Lease is ________________________; | 3. | The Termination Date of the Lease is ____________________________; | 4. | Subject to the provisions of Section 1 of Exhibit F to the Lease, Base Rent due under the Lease is as follows: [INSERT BASE RENT SCHEDULE FROM SECTION 1.03 OF THE LEASE, REVISED TO REFLECT HARD DATES]

1 . | Tenant accepts possession of the Premises ; - - - | - - - | 2 . | The Commencement Date of the Lease is ________________________ ; | 3 . | The Termination Date of the Lease is ____________________________ ; | 4 . | Subject to the provisions of Section 1 of Exhibit F to the Lease , Base Rent due under the Lease is as follows : [ INSERT BASE RENT SCHEDULE FROM SECTION 1 . 03 OF THE LEASE , REVISED TO REFLECT HARD DATES ]


Period| | Annual Rate/RSF| | | Annual Base Rent| | | Monthly Base Rent| ---|---|---|---|---|---|---|---|---|--- | | $| 13.00| | | $| 70,200.00 | | | $| 5,850.00| | | $| 13.50| | | $| 72,900.00| | | $| 6,075.00| | | $| 14.00| | | $| 75,600.00| | | $| 6,300.00| | | $| 14.50| | | $| 78,300.00| | | $| 6,525.00| | | $| 15.00| | | $| 81,000.00| | | $| 6,750.00| | | $| 15.50| | | $| 83,700.00| | | $| 6,975.00| | | $| 16.00| | | $| 86,400.00| | | $| 7,200.00| | | $| 16.50| | | $| 89,100.00| | | $| 7,425.00|


C.Procedure for Determining Prevailing Market . Within 30 days after receipt of Tenants Initial Renewal Notice, Landlord shall advise Tenant of the applicable Base Rent rate for the Premises for the Renewal Term. Tenant, within 15 days after the date on which Landlord advises Tenant of the applicable Base Rent rate for the Renewal Term, shall either (i) give Landlord final binding written notice (Binding Notice) of Tenants exercise of its Renewal Option, or (ii) if Tenant disagrees with Landlords determination, provide Landlord with written notice of rejection (the Rejection Notice). If Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such 15 day period, Tenant shall be deemed to have provided Landlord with a Binding Notice. If Tenant provides, or is deemed to have provided, Landlord with a Binding Notice, Landlord and Tenant shall enter into the Renewal Amendment (as defined below) upon the terms and conditions set forth herein. If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market rate for the Premises during the Renewal Term. Upon agreement, Tenant shall provide Landlord with Binding Notice and Landlord and Tenant shall enter into the Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market rate for the Premises within 45 days after the date on which Tenant provides Landlord with a Rejection Notice, Tenants Renewal Option shall be null and void and of no force and effect.

C . Procedure for Determining Prevailing Market . Within 30 days after receipt of Tenants Initial Renewal Notice , Landlord shall advise Tenant of the applicable Base Rent rate for the Premises for the Renewal Term . Tenant , within 15 days after the date on which Landlord advises Tenant of the applicable Base Rent rate for the Renewal Term , shall either ( i ) give Landlord final binding written notice ( Binding Notice ) of Tenants exercise of its Renewal Option , or ( ii ) if Tenant disagrees with Landlords determination , provide Landlord with written notice of rejection ( the Rejection Notice ) . If Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such 15 day period , Tenant shall be deemed to have provided Landlord with a Binding Notice . If Tenant provides , or is deemed to have provided , Landlord with a Binding Notice , Landlord and Tenant shall enter into the Renewal Amendment ( as defined below ) upon the terms and conditions set forth herein . If Tenant provides Landlord with a Rejection Notice , Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market rate for the Premises during the Renewal Term . Upon agreement , Tenant shall provide Landlord with Binding Notice and Landlord and Tenant shall enter into the Renewal Amendment in accordance with the terms and conditions hereof . Notwithstanding the foregoing , if Landlord and Tenant are unable to agree upon the Prevailing Market rate for the Premises within 45 days after the date on which Tenant provides Landlord with a Rejection Notice , Tenants Renewal Option shall be null and void and of no force and effect .