Section 2.1.Loan Commitment; Disbursement to Borrower. Except as expressly and specifically set forth herein or in the other Loan Documents, Lender has no obligation or other commitment to loan any funds to Borrower or otherwise make disbursements to Borrower. Borrower hereby waives any right Borrower may have to make any claim to the contrary.

Section 2 . 1 . Loan Commitment ; Disbursement to Borrower . Except as expressly and specifically set forth herein or in the other Loan Documents , Lender has no obligation or other commitment to loan any funds to Borrower or otherwise make disbursements to Borrower . Borrower hereby waives any right Borrower may have to make any claim to the contrary .


Section 3.11.Borrowers Principal Place of Business. Borrowers principal place of business and its chief executive office as of the date hereof is 106 York Road, Jenkintown, Pennsylvania 19046. Borrowers mailing address, as set forth in the opening paragraph hereof or as changed in accordance with the provisions hereof, is true and correct. Borrowers organizational identification number assigned by the state of its incorporation or organization is 5679095. Borrowers federal tax identification number is 47-2882737. No Borrower is subject to back-up withholding taxes.

Section 3 . 11 . Borrowers Principal Place of Business . Borrowers principal place of business and its chief executive office as of the date hereof is 106 York Road , Jenkintown , Pennsylvania 19046 . Borrowers mailing address , as set forth in the opening paragraph hereof or as changed in accordance with the provisions hereof , is true and correct . Borrowers organizational identification number assigned by the state of its incorporation or organization is 5679095 . Borrowers federal tax identification number is 47-2882737 . No Borrower is subject to back-up withholding taxes .


Section 3.27.Investment Company Act. Borrower is not (a) an investment company or a company controlled by an investment company, within the meaning of the Investment Company Act of 1940 , as amended; (b) a holding company or a subsidiary company of a holding company or an affiliate of either a holding company or a subsidiary company within the meaning of the Public Utility Holding Company Act of 1935 , as amended; or (c) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

Section 3 . 27 . Investment Company Act . Borrower is not ( a ) an investment company or a company controlled by an investment company , within the meaning of the Investment Company Act of 1940 , as amended ; ( b ) a holding company or a subsidiary company of a holding company or an affiliate of either a holding company or a subsidiary company within the meaning of the Public Utility Holding Company Act of 1935 , as amended ; or ( c ) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money .


Section 3.29.Embargoed Person. As of the date hereof, (a) none of the funds or other assets of any Borrower Party or any Affiliated Manager constitute property of, or are beneficially owned, directly or indirectly, by any Person or government that is the subject of economic sanctions under U.S. law, including but not limited to, the USA PATRIOT Act of 2001 , 107 Public Law 56 (October 26, 2001) (including the anti-terrorism provisions thereof) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to applicable anti-money laundering laws and regulations, the International Emergency Economic Powers Act, 50 U.S.C. 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder (collectively referred as the Patriot Act) with the result that transactions involving or the investment in any such Borrower Party or any such Affiliated Manager (whether directly or indirectly) is prohibited by applicable law or the Loan made by Lender is in violation of applicable law (Embargoed Person); (b)none of the funds or other assets of any Borrower Party or any Affiliated Manager constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (c) no Embargoed Person has any interest of any nature whatsoever in any Borrower Party or any Affiliated Manager, with the result that transactions involving or the investment in any such Borrower Party (whether directly or indirectly), is prohibited by applicable law or the Loan is in violation of applicable law; and (d) none of the funds of any Borrower Party or any Affiliated Manager have been derived from, or are the proceeds of, any unlawful activity with the result that transactions involving or the investment in any such Borrower Party or any such Affiliated Manager (whether directly or indirectly), is prohibited by applicable law or the Loan is in violation of applicable law; provided, that, each of the representations and warranties above are made only to Borrowers knowledge with respect to the direct and/or indirect ownership of any shares of stock in ARCNYC REIT that are listed on the New York Stock Exchange, NASDAQ Global Select Market or another nationally recognized stock exchange. Any violation of the foregoing shall, at Lenders option, constitute an Event of Default hereunder.

Section 3 . 29 . Embargoed Person . As of the date hereof , ( a ) none of the funds or other assets of any Borrower Party or any Affiliated Manager constitute property of , or are beneficially owned , directly or indirectly , by any Person or government that is the subject of economic sanctions under U . S . law , including but not limited to , the USA PATRIOT Act of 2001 , 107 Public Law 56 ( October 26 , 2001 ) ( including the anti-terrorism provisions thereof ) and in other statutes and all orders , rules and regulations of the United States government and its various executive departments , agencies and offices related to applicable anti-money laundering laws and regulations , the International Emergency Economic Powers Act , 50 U . S . C . 1701 et seq . , the Trading with the Enemy Act , 50 U . S . C . App . 1 et seq . , and any Executive Orders or regulations promulgated thereunder ( collectively referred as the Patriot Act ) with the result that transactions involving or the investment in any such Borrower Party or any such Affiliated Manager ( whether directly or indirectly ) is prohibited by applicable law or the Loan made by Lender is in violation of applicable law ( Embargoed Person ) ; ( b ) none of the funds or other assets of any Borrower Party or any Affiliated Manager constitute property of , or are beneficially owned , directly or indirectly , by any Embargoed Person ; ( c ) no Embargoed Person has any interest of any nature whatsoever in any Borrower Party or any Affiliated Manager , with the result that transactions involving or the investment in any such Borrower Party ( whether directly or indirectly ) , is prohibited by applicable law or the Loan is in violation of applicable law ; and ( d ) none of the funds of any Borrower Party or any Affiliated Manager have been derived from , or are the proceeds of , any unlawful activity with the result that transactions involving or the investment in any such Borrower Party or any such Affiliated Manager ( whether directly or indirectly ) , is prohibited by applicable law or the Loan is in violation of applicable law ; provided , that , each of the representations and warranties above are made only to Borrowers knowledge with respect to the direct and / or indirect ownership of any shares of stock in ARCNYC REIT that are listed on the New York Stock Exchange , NASDAQ Global Select Market or another nationally recognized stock exchange . Any violation of the foregoing shall , at Lenders option , constitute an Event of Default hereunder .


Section 3.32.Bank Holding Company. Borrower is not a bank holding company or a direct or indirect subsidiary of a bank holding company as defined in the Bank Holding Company Act of 1956 , as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

Section 3 . 32 . Bank Holding Company . Borrower is not a bank holding company or a direct or indirect subsidiary of a bank holding company as defined in the Bank Holding Company Act of 1956 , as amended , and Regulation Y thereunder of the Board of Governors of the Federal Reserve System .


(a)Assuming none of the assets of Lender being used in connection with the Loan constitute plan assets within the meaning of 29 C.F.R. Section 2510 .3-101 and Section 3(42) of ERISA, Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights hereunder or under the other Loan Documents) to be a non-exempt prohibited transaction under ERISA.

( a ) Assuming none of the assets of Lender being used in connection with the Loan constitute plan assets within the meaning of 29 C . F . R . Section 2510 . 3-101 and Section 3 ( 42 ) of ERISA , Borrower shall not engage in any transaction which would cause any obligation , or action taken or to be taken , hereunder ( or the exercise by Lender of any of its rights hereunder or under the other Loan Documents ) to be a non-exempt prohibited transaction under ERISA .


| (A)| Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. 2510 .3 101(b)(2); ---|---|---

| ( A ) | Equity interests in Borrower are publicly offered securities , within the meaning of 29 C . F . R . 2510 . 3 101 ( b ) ( 2 ) ; - - - | - - - | - - -


Section 4.24.Embargoed Person. Each Borrower Party and each Affiliated Manager has performed and shall perform reasonable due diligence to insure that at all times throughout the term of the Loan, including after giving effect to any Sale or Pledge or other transfer permitted pursuant to the Loan Documents, (a)none of the funds or other assets of any Borrower Party and/or any Affiliated Manager constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (b)no Embargoed Person has any interest of any nature whatsoever in any Borrower Party or any Affiliated Manager, as applicable, with the result that the investment in any Borrower Party or any Affiliated Manager, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c)none of the funds of any Borrower Party or any Affiliated Manager, as applicable, have been derived from, or are the proceeds of, any unlawful activity, including money laundering, terrorism or terrorism activities, with the result that the investment in any Borrower Party or any such Affiliated Manager, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law, or may cause the Property (or any portion thereof) to be subject to forfeiture or seizure. Notwithstanding the foregoing, the representations, warranties and covenants above are made only to Borrowers knowledge with respect to the direct or indirect ownership of any shares of stock in ARCNYC REIT that are listed on the New York Stock Exchange, NASDAQ Global Select Market or another nationally recognized stock exchange. Any violation of the foregoing shall, at Lenders option, constitute an Event of Default hereunder.

Section 4 . 24 . Embargoed Person . Each Borrower Party and each Affiliated Manager has performed and shall perform reasonable due diligence to insure that at all times throughout the term of the Loan , including after giving effect to any Sale or Pledge or other transfer permitted pursuant to the Loan Documents , ( a ) none of the funds or other assets of any Borrower Party and / or any Affiliated Manager constitute property of , or are beneficially owned , directly or indirectly , by any Embargoed Person ; ( b ) no Embargoed Person has any interest of any nature whatsoever in any Borrower Party or any Affiliated Manager , as applicable , with the result that the investment in any Borrower Party or any Affiliated Manager , as applicable ( whether directly or indirectly ) , is prohibited by law or the Loan is in violation of law ; and ( c ) none of the funds of any Borrower Party or any Affiliated Manager , as applicable , have been derived from , or are the proceeds of , any unlawful activity , including money laundering , terrorism or terrorism activities , with the result that the investment in any Borrower Party or any such Affiliated Manager , as applicable ( whether directly or indirectly ) , is prohibited by law or the Loan is in violation of law , or may cause the Property ( or any portion thereof ) to be subject to forfeiture or seizure . Notwithstanding the foregoing , the representations , warranties and covenants above are made only to Borrowers knowledge with respect to the direct or indirect ownership of any shares of stock in ARCNYC REIT that are listed on the New York Stock Exchange , NASDAQ Global Select Market or another nationally recognized stock exchange . Any violation of the foregoing shall , at Lenders option , constitute an Event of Default hereunder .


(iv)the offer, sale, transfer or issuance (but not pledge) of shares of stock in ARCNYC REIT or in any other Restricted Party that, in each instance, is a publicly traded entity, provided (x) such shares of stock are listed on the New York Stock Exchange, NASDAQ Global Select Market or another nationally recognized stock exchange or (y) such shares are sold in the ordinary course of business and in accordance with all applicable Legal Requirements to retail investors in a manner consistent with previous offerings and sales conducted by the REIT prior to the date of such sale, transfer or issuance;

( iv ) the offer , sale , transfer or issuance ( but not pledge ) of shares of stock in ARCNYC REIT or in any other Restricted Party that , in each instance , is a publicly traded entity , provided ( x ) such shares of stock are listed on the New York Stock Exchange , NASDAQ Global Select Market or another nationally recognized stock exchange or ( y ) such shares are sold in the ordinary course of business and in accordance with all applicable Legal Requirements to retail investors in a manner consistent with previous offerings and sales conducted by the REIT prior to the date of such sale , transfer or issuance ;


Section 6.6.Economic Sanctions , Anti-Money Laundering and Transfers. Borrower shall (a) at all times comply with the representations and covenants contained in Sections 3.29 and 4.24 such that the same remain true, correct and not violated or breached and (b) not permit a Prohibited Transfer to occur and shall cause the ownership requirements specified in this Article 6 (including, without limitation, those stipulated in Section 6.3 hereof) to be complied with at all times. Borrower hereby represents that, other than in connection with the Loan, the Loan Documents and any Permitted Encumbrances, as of the date hereof, there exists no Sale or Pledge of Borrower and/or any SPE Component Entity.

Section 6 . 6 . Economic Sanctions , Anti-Money Laundering and Transfers . Borrower shall ( a ) at all times comply with the representations and covenants contained in Sections 3 . 29 and 4 . 24 such that the same remain true , correct and not violated or breached and ( b ) not permit a Prohibited Transfer to occur and shall cause the ownership requirements specified in this Article 6 ( including , without limitation , those stipulated in Section 6 . 3 hereof ) to be complied with at all times . Borrower hereby represents that , other than in connection with the Loan , the Loan Documents and any Permitted Encumbrances , as of the date hereof , there exists no Sale or Pledge of Borrower and / or any SPE Component Entity .


(b)Lender shall cause the disbursement to Borrower the Unfunded Obligations Funds (or portions thereof) upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and, if such request relates to a disbursement of Unfunded Obligations Funds for tenant improvements, leasing commissions, free rent obligations, such request shall provide evidence reasonably satisfactory to Lender that such for tenant improvements, leasing commissions and/or free rent obligations under the applicable Lease for which Borrower is requesting disbursement of Unfunded Obligations Funds has expired and/or have been paid to the Tenant, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured; (iii) to the extent the amount of the requested disbursement for any item set forth on Schedule III (together with any previous disbursements for such item) exceeds the amount set forth on Schedule III, Lender shall have reasonably approved such disbursement; (iv) Lender shall have received a certificate from Borrower (A) stating that (I) with respect to disbursements of Unfunded Obligations Funds for credits for tenant improvements, all tenant improvements at the Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority, if any, required in connection with the tenant improvements and (II) with respect to disbursement of Unfunded Obligations Funds for free rent credits, the applicable rent credits and/or other credits under the Lease for which disbursement is sought by Borrower has expired and/or have been paid to Tenant, (B) with respect to disbursements of Unfunded Obligations Funds for credits for tenant improvements, identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (C) with respect to disbursements of Unfunded Obligations Funds for credits for tenant improvements, stating that each such Person has been paid in full with respect to all amounts then due or will be paid in full with respect to all amounts then due upon such disbursement (or for ongoing work, such Person has been or will be paid upon such disbursement for the work identified in such certificate from Borrower with respect to such disbursement), such certificate to be accompanied by, as applicable, partial (with respect to such ongoing work) or complete lien waivers, invoices and/or other evidence of payment reasonably satisfactory to Lender; (v) at Lenders option, if the cost of the individual tenant improvement exceeds $100,000, a title search for the Property indicating that the Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances, (vi) at Lenders option, if the cost of the individual tenant improvement exceeds $100,000, Lender shall have received a report reasonably satisfactory to Lender in its reasonable discretion from an architect or engineer reasonably approved by Lender in respect of such architect or engineers inspection of such tenant improvement, and (vii) Lender shall have received such other evidence as Lender shall reasonably request that the tenant improvements at the Property to be funded by the requested disbursement have been completed (to the extent applicable) and/or leasing commissions to be funded by the requested disbursement are due and payable and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Unfunded Obligations Funds more frequently than once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Unfunded Obligations Funds remaining, is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing if a Trigger Period exists, any disbursement of Unfunded Obligations Funds with respect to free rent credits shall instead of being disbursed to Borrower be deposited into the Cash Management Account for application in accordance with the Cash Management Agreement on the next Monthly Payment Date. Following the completion of all Unfunded Obligations as reasonably determined by Lender, so long as no Event of Default has occurred and is continuing, Lender shall cause any Unfunded Obligations Funds remaining in the Unfunded Obligations Account to be disbursed to Borrower.

( b ) Lender shall cause the disbursement to Borrower the Unfunded Obligations Funds ( or portions thereof ) upon satisfaction by Borrower of each of the following conditions : ( i ) Borrower shall submit a request for payment to Lender at least ten ( 10 ) days prior to the date on which Borrower requests such payment be made and , if such request relates to a disbursement of Unfunded Obligations Funds for tenant improvements , leasing commissions , free rent obligations , such request shall provide evidence reasonably satisfactory to Lender that such for tenant improvements , leasing commissions and / or free rent obligations under the applicable Lease for which Borrower is requesting disbursement of Unfunded Obligations Funds has expired and / or have been paid to the Tenant , ( ii ) on the date such request is received by Lender and on the date such payment is to be made , no Event of Default shall exist and remain uncured ; ( iii ) to the extent the amount of the requested disbursement for any item set forth on Schedule III ( together with any previous disbursements for such item ) exceeds the amount set forth on Schedule III , Lender shall have reasonably approved such disbursement ; ( iv ) Lender shall have received a certificate from Borrower ( A ) stating that ( I ) with respect to disbursements of Unfunded Obligations Funds for credits for tenant improvements , all tenant improvements at the Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable federal , state and local laws , rules and regulations , such certificate to be accompanied by a copy of any license , permit or other approval by any Governmental Authority , if any , required in connection with the tenant improvements and ( II ) with respect to disbursement of Unfunded Obligations Funds for free rent credits , the applicable rent credits and / or other credits under the Lease for which disbursement is sought by Borrower has expired and / or have been paid to Tenant , ( B ) with respect to disbursements of Unfunded Obligations Funds for credits for tenant improvements , identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and ( C ) with respect to disbursements of Unfunded Obligations Funds for credits for tenant improvements , stating that each such Person has been paid in full with respect to all amounts then due or will be paid in full with respect to all amounts then due upon such disbursement ( or for ongoing work , such Person has been or will be paid upon such disbursement for the work identified in such certificate from Borrower with respect to such disbursement ) , such certificate to be accompanied by , as applicable , partial ( with respect to such ongoing work ) or complete lien waivers , invoices and / or other evidence of payment reasonably satisfactory to Lender ; ( v ) at Lenders option , if the cost of the individual tenant improvement exceeds $ 100 , 000 , a title search for the Property indicating that the Property is free from all liens , claims and other encumbrances other than Permitted Encumbrances , ( vi ) at Lenders option , if the cost of the individual tenant improvement exceeds $ 100 , 000 , Lender shall have received a report reasonably satisfactory to Lender in its reasonable discretion from an architect or engineer reasonably approved by Lender in respect of such architect or engineers inspection of such tenant improvement , and ( vii ) Lender shall have received such other evidence as Lender shall reasonably request that the tenant improvements at the Property to be funded by the requested disbursement have been completed ( to the extent applicable ) and / or leasing commissions to be funded by the requested disbursement are due and payable and are paid for or will be paid upon such disbursement to Borrower . Lender shall not be required to disburse Unfunded Obligations Funds more frequently than once each calendar month nor in an amount less than the Minimum Disbursement Amount ( or a lesser amount if the total amount of Unfunded Obligations Funds remaining , is less than the Minimum Disbursement Amount , in which case only one disbursement of the amount remaining in the account shall be made ) . Notwithstanding the foregoing if a Trigger Period exists , any disbursement of Unfunded Obligations Funds with respect to free rent credits shall instead of being disbursed to Borrower be deposited into the Cash Management Account for application in accordance with the Cash Management Agreement on the next Monthly Payment Date . Following the completion of all Unfunded Obligations as reasonably determined by Lender , so long as no Event of Default has occurred and is continuing , Lender shall cause any Unfunded Obligations Funds remaining in the Unfunded Obligations Account to be disbursed to Borrower .


(a)Borrower shall, simultaneously herewith, establish an Eligible Account with Wells Fargo Bank, National Association (the Restricted Account) pursuant to the Restricted Account Agreement in the name of ARC NYC123WILLIAM, LLC <sup> for the sole and exclusive benefit of Lender into which Borrower shall deposit, or cause to be deposited, all revenue generated by the Property. Pursuant to the Restricted Account Agreement, funds on deposit in the Restricted Account shall be transferred on each Business Day to the Cash Management Account.

( a ) Borrower shall , simultaneously herewith , establish an Eligible Account with Wells Fargo Bank , National Association ( the Restricted Account ) pursuant to the Restricted Account Agreement in the name of ARC NYC123WILLIAM , LLC < sup > for the sole and exclusive benefit of Lender into which Borrower shall deposit , or cause to be deposited , all revenue generated by the Property . Pursuant to the Restricted Account Agreement , funds on deposit in the Restricted Account shall be transferred on each Business Day to the Cash Management Account .


(b)Borrower shall maintain the Restricted Account for the term of the Loan, which Restricted Account shall be under the sole dominion and control of Lender (subject to the terms hereof and of the Restricted Account Agreement). The Restricted Account shall have a title evidencing the foregoing in a manner reasonably acceptable to Lender. Borrower hereby grants to Lender a first-priority security interest in the Restricted Account and all deposits at any time contained therein and the proceeds thereof and will take all commercially reasonable actions necessary to maintain in favor of Lender a perfected first priority security interest in the Restricted Account. Borrower hereby authorizes Lender to file UCC Financing Statements and continuations thereof to perfect Lenders security interest in the Restricted Account and all deposits at any time contained therein and the proceeds thereof. All reasonable costs and expenses for establishing and maintaining the Restricted Account (or any successor thereto) shall be paid by Borrower. All monies now or hereafter deposited into the Restricted Account shall be deemed additional security for the Debt while such funds are in the Restricted Account. Borrower shall pay all sums due from Borrower under and otherwise comply with the Restricted Account Agreement. Borrower shall not alter or modify either the Restricted Account or the Restricted Account Agreement, in each case without the prior written consent of Lender. The Restricted Account Agreement shall permit (and Borrower shall provide) Lender online access to bank and other financial statements relating to the Restricted Account (including, without limitation, a listing of the receipts being collected therein). In connection with any Secondary Market Transaction, Lender shall have the right to cause the Restricted Account to be entitled with such other designation as Lender may select to reflect an assignment or transfer of Lenders rights and/or interests with respect to the Restricted Account. Lender shall provide Borrower with prompt written notice of any such renaming of the Restricted Account. Borrower shall not further pledge, assign or grant any security interest in the Restricted Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto. The Restricted Account (i) shall be an Eligible Account and (ii) shall not be commingled with other monies held by Borrower or Bank. Upon (A) Bank ceasing to be an Eligible Institution, (B) the Restricted Account ceasing to be an Eligible Account, (C) any resignation by Bank or termination of the Restricted Account Agreement by Bank or Lender and/or (D) the occurrence and continuance of an Event of Default, Borrower shall, within fifteen (15) days of Lenders request, (1) terminate the existing Restricted Account Agreement, (2) appoint a new Bank (which such Bank shall (I) be an Eligible Institution, (II) other than during the continuance of an Event of Default, be selected by Borrower and reasonably approved by Lender and (III) during the continuance of an Event of Default, be selected by Lender), (3) cause such Bank to open a new Restricted Account (which such account shall be an Eligible Account) and enter into a new Restricted Account Agreement with Lender and Borrower on substantially the same terms and conditions as the previous Restricted Account Agreement and (4) send new Tenant Direction Notices and the other notices required pursuant to the terms hereof relating to such new Restricted Account Agreement and Restricted Account. Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to, during the continuation of an Event of Default, complete or undertake any action required of Borrower under this Section 9.2 in the name of Borrower in the event Borrower fails to do the same. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked.

( b ) Borrower shall maintain the Restricted Account for the term of the Loan , which Restricted Account shall be under the sole dominion and control of Lender ( subject to the terms hereof and of the Restricted Account Agreement ) . The Restricted Account shall have a title evidencing the foregoing in a manner reasonably acceptable to Lender . Borrower hereby grants to Lender a first-priority security interest in the Restricted Account and all deposits at any time contained therein and the proceeds thereof and will take all commercially reasonable actions necessary to maintain in favor of Lender a perfected first priority security interest in the Restricted Account . Borrower hereby authorizes Lender to file UCC Financing Statements and continuations thereof to perfect Lenders security interest in the Restricted Account and all deposits at any time contained therein and the proceeds thereof . All reasonable costs and expenses for establishing and maintaining the Restricted Account ( or any successor thereto ) shall be paid by Borrower . All monies now or hereafter deposited into the Restricted Account shall be deemed additional security for the Debt while such funds are in the Restricted Account . Borrower shall pay all sums due from Borrower under and otherwise comply with the Restricted Account Agreement . Borrower shall not alter or modify either the Restricted Account or the Restricted Account Agreement , in each case without the prior written consent of Lender . The Restricted Account Agreement shall permit ( and Borrower shall provide ) Lender online access to bank and other financial statements relating to the Restricted Account ( including , without limitation , a listing of the receipts being collected therein ) . In connection with any Secondary Market Transaction , Lender shall have the right to cause the Restricted Account to be entitled with such other designation as Lender may select to reflect an assignment or transfer of Lenders rights and / or interests with respect to the Restricted Account . Lender shall provide Borrower with prompt written notice of any such renaming of the Restricted Account . Borrower shall not further pledge , assign or grant any security interest in the Restricted Account or the monies deposited therein or permit any lien or encumbrance to attach thereto , or any levy to be made thereon , or any UCC Financing Statements , except those naming Lender as the secured party , to be filed with respect thereto . The Restricted Account ( i ) shall be an Eligible Account and ( ii ) shall not be commingled with other monies held by Borrower or Bank . Upon ( A ) Bank ceasing to be an Eligible Institution , ( B ) the Restricted Account ceasing to be an Eligible Account , ( C ) any resignation by Bank or termination of the Restricted Account Agreement by Bank or Lender and / or ( D ) the occurrence and continuance of an Event of Default , Borrower shall , within fifteen ( 15 ) days of Lenders request , ( 1 ) terminate the existing Restricted Account Agreement , ( 2 ) appoint a new Bank ( which such Bank shall ( I ) be an Eligible Institution , ( II ) other than during the continuance of an Event of Default , be selected by Borrower and reasonably approved by Lender and ( III ) during the continuance of an Event of Default , be selected by Lender ) , ( 3 ) cause such Bank to open a new Restricted Account ( which such account shall be an Eligible Account ) and enter into a new Restricted Account Agreement with Lender and Borrower on substantially the same terms and conditions as the previous Restricted Account Agreement and ( 4 ) send new Tenant Direction Notices and the other notices required pursuant to the terms hereof relating to such new Restricted Account Agreement and Restricted Account . Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to , during the continuation of an Event of Default , complete or undertake any action required of Borrower under this Section 9 . 2 in the name of Borrower in the event Borrower fails to do the same . Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked .


(c)Borrower and Guarantor shall provide in connection with each of (i) a preliminary and a final private placement memorandum, offering memorandum or offering circular, (ii) a free writing prospectus, (iii) a preliminary and final prospectus or prospectus supplement and (iv) a structural and collateral term sheet, as applicable, an agreement (A) certifying that Borrower has examined the portions of such Disclosure Documents specified by Lender and that each such Disclosure Document, as it relates to Borrower, Borrower Affiliates, the Property (or any portion thereof), any Affiliated Manager, Guarantor , the Management Agreement, the terms of the Loan Documents and the use of Loan proceeds (but excluding any forward-looking budgets and projections) (collectively, with the Provided Information, the Covered Disclosure Information), does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (B) indemnifying Lender (and for purposes of this Section 11.2(c), Lender hereunder shall include its officers and directors), the Affiliate of Lender (Lender Affiliate) that has filed the registration statement relating to the Securitization (the Registration Statement), each of its directors, each of its officers who have signed the Registration Statement or Affiliate of Lender that has acted as sponsor or depositor in connection with the Securitization, and each Person that controls the Affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act ( collectively, the Lender Group), and Lender Affiliate, and any other placement agent, initial purchaser or underwriter with respect to the Securitization, each of their respective directors and each Person who controls Lender Affiliate or any other placement agent or underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act ( collectively, the Underwriter Group) for any Liabilities to which Lender, the Lender Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in the Covered Disclosure Information or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (C) agreeing to reimburse Lender, the Lender Group and/or the Underwriter Group for any out- of-pocket legal or other expenses reasonably incurred by Lender, the Lender Group and the Underwriter Group in connection with investigating or defending the Liabilities; provided, however, that (I) Borrower and Guarantor will be liable in any such case under Section 11.2(b) or clauses (B) or (C) above only to the extent that any such loss claim, damage or liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished to Lender by or on behalf of Borrower in connection with the preparation of the Disclosure Document or in connection with the underwriting or closing of the Loan, including, without limitation, financial statements of Borrower, operating statements and rent rolls with respect to the Property, or is contained in the Disclosure Documents with respect to the matters referenced in clause (A) above (but, in each case, excluding forward-looking budgets and projections), (II) Borrower and Guarantor shall not be obligated to provide the certification set forth in clause (A) above or be liable under Section 11.2(b) or clause (B) or (C) above if Borrower has not been afforded five (5) Business Days to review and comment on the applicable sections of the applicable Disclosure Document, and (III) Borrower and Guarantor shall not be liable under Section 11.2(b) or clause (B) or (C) above with respect to any statement or omission or any failure of Lender to accurately transcribe any portion of the Covered Disclosure Information provided by Borrower if Borrower shall have notified Lender as to the existence of such untrue statement, omission or inaccuracy within a reasonable period of time prior to pricing of the securities and Lender shall have failed to cause such Disclosure Document to be revised accordingly. The indemnification provided for in clauses (B) and (C) above shall be effective (subject to the proviso set forth in the immediately preceding sentence) whether or not the indemnification agreement described above is provided. The aforesaid indemnity will be in addition to any liability which Borrower and Guarantor may otherwise have subject to Section 13.1.

( c ) Borrower and Guarantor shall provide in connection with each of ( i ) a preliminary and a final private placement memorandum , offering memorandum or offering circular , ( ii ) a free writing prospectus , ( iii ) a preliminary and final prospectus or prospectus supplement and ( iv ) a structural and collateral term sheet , as applicable , an agreement ( A ) certifying that Borrower has examined the portions of such Disclosure Documents specified by Lender and that each such Disclosure Document , as it relates to Borrower , Borrower Affiliates , the Property ( or any portion thereof ) , any Affiliated Manager , Guarantor , the Management Agreement , the terms of the Loan Documents and the use of Loan proceeds ( but excluding any forward-looking budgets and projections ) ( collectively , with the Provided Information , the Covered Disclosure Information ) , does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made , in the light of the circumstances under which they were made , not misleading , ( B ) indemnifying Lender ( and for purposes of this Section 11 . 2 ( c ) , Lender hereunder shall include its officers and directors ) , the Affiliate of Lender ( Lender Affiliate ) that has filed the registration statement relating to the Securitization ( the Registration Statement ) , each of its directors , each of its officers who have signed the Registration Statement or Affiliate of Lender that has acted as sponsor or depositor in connection with the Securitization , and each Person that controls the Affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act ( collectively , the Lender Group ) , and Lender Affiliate , and any other placement agent , initial purchaser or underwriter with respect to the Securitization , each of their respective directors and each Person who controls Lender Affiliate or any other placement agent or underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act ( collectively , the Underwriter Group ) for any Liabilities to which Lender , the Lender Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in the Covered Disclosure Information or necessary in order to make the statements in the Covered Disclosure Information , in light of the circumstances under which they were made , not misleading and ( C ) agreeing to reimburse Lender , the Lender Group and / or the Underwriter Group for any out - of-pocket legal or other expenses reasonably incurred by Lender , the Lender Group and the Underwriter Group in connection with investigating or defending the Liabilities ; provided , however , that ( I ) Borrower and Guarantor will be liable in any such case under Section 11 . 2 ( b ) or clauses ( B ) or ( C ) above only to the extent that any such loss claim , damage or liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished to Lender by or on behalf of Borrower in connection with the preparation of the Disclosure Document or in connection with the underwriting or closing of the Loan , including , without limitation , financial statements of Borrower , operating statements and rent rolls with respect to the Property , or is contained in the Disclosure Documents with respect to the matters referenced in clause ( A ) above ( but , in each case , excluding forward-looking budgets and projections ) , ( II ) Borrower and Guarantor shall not be obligated to provide the certification set forth in clause ( A ) above or be liable under Section 11 . 2 ( b ) or clause ( B ) or ( C ) above if Borrower has not been afforded five ( 5 ) Business Days to review and comment on the applicable sections of the applicable Disclosure Document , and ( III ) Borrower and Guarantor shall not be liable under Section 11 . 2 ( b ) or clause ( B ) or ( C ) above with respect to any statement or omission or any failure of Lender to accurately transcribe any portion of the Covered Disclosure Information provided by Borrower if Borrower shall have notified Lender as to the existence of such untrue statement , omission or inaccuracy within a reasonable period of time prior to pricing of the securities and Lender shall have failed to cause such Disclosure Document to be revised accordingly . The indemnification provided for in clauses ( B ) and ( C ) above shall be effective ( subject to the proviso set forth in the immediately preceding sentence ) whether or not the indemnification agreement described above is provided . The aforesaid indemnity will be in addition to any liability which Borrower and Guarantor may otherwise have subject to Section 13 . 1 .


Facsimile No.: (215) 303-7083


ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS WILL BE INSTITUTED IN (OR, IF PREVIOUSLY INSTITUTED, MOVED TO) ANY FEDERAL OR STATE COURT DESIGNATED BY LENDER IN THE CITY OF NEWYORK, COUNTY OF NEW YORK. BORROWER HEREBY (I) WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING AND (II) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING . BORROWER AND LENDER HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING AGREEMENT, WAIVER AND SUBMISSION ARE MADE PURSUANT TO SECTION5-1402 OF THE NEWYORK GENERAL OBLIGATIONS LAW.

ANY LEGAL SUIT , ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS WILL BE INSTITUTED IN ( OR , IF PREVIOUSLY INSTITUTED , MOVED TO ) ANY FEDERAL OR STATE COURT DESIGNATED BY LENDER IN THE CITY OF NEWYORK , COUNTY OF NEW YORK . BORROWER HEREBY ( I ) WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND / OR FORUM NON CONVENIENS OF ANY SUCH SUIT , ACTION OR PROCEEDING AND ( II ) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT , ACTION OR PROCEEDING . BORROWER AND LENDER HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING AGREEMENT , WAIVER AND SUBMISSION ARE MADE PURSUANT TO SECTION5-1402 OF THE NEWYORK GENERAL OBLIGATIONS LAW .


| BORROWER: ---|--- | | ARC NYC123WILLIAM, LLC , a Delaware limited liability company | | | By: | /s/ Michael A. Ead | | Name: Michael A. Ead | | Title: Authorized Signatory

| BORROWER : - - - | - - - | | ARC NYC123WILLIAM , LLC , a Delaware limited liability company | | | By : | / s / Michael A . Ead | | Name : Michael A . Ead | | Title : Authorized Signatory


675 Massachusetts Avenue, Cambridge, Massachusetts

675 Massachusetts Avenue , Cambridge , Massachusetts


THIS LEASE AGREEMENT (the Lease) is made and entered into as of this 24th day of August, 2015 , by and between U.S. REIF CENTRAL PLAZA MASSACHUSETTS, LLC , a Delaware limited liability company (the Landlord), and SPERO OPCO INC. , a Delaware corporation (the Tenant).

THIS LEASE AGREEMENT ( the Lease ) is made and entered into as of this 24th day of August , 2015 , by and between U . S . REIF CENTRAL PLAZA MASSACHUSETTS , LLC , a Delaware limited liability company ( the Landlord ) , and SPERO OPCO INC . , a Delaware corporation ( the Tenant ) .


10.2 Quality and Performance of Work. All construction work required or permitted by this Lease shall be done in a good and workmanlike manner by contractors approved by Landlord and in compliance with the rules and regulations of the Building (the Building Rules and Regulations), attached hereto and made a part hereof as Exhibit E, all insurance requirements of this Lease, and all applicable laws, statutes, codes, ordinances, orders, rules, regulations, conditions of approval and requirements of all federal, state, county, municipal and other governmental authorities, including the requirements of the Americans with Disabilities Act ( ADA) (collectively, Legal Requirements). Tenant acknowledges that in connection with any Alterations it shall not take any action which would cause a work stoppage, picketing, labor disruption or other dispute (the Labor Disruption). In addition, Tenant acknowledges that if any Alterations require the Tenant to access any portion of the Building outside of the Premises beyond normal construction hours (Monday through Friday between the hours of 7:30am to 3:30pm) (the Construction Hours), Tenant shall pay to Landlord for cost of Landlords on-site supervisory personnel at the rate of $75.00 per hour within fifteen (15)days of invoice from Landlord.

10 . 2 Quality and Performance of Work . All construction work required or permitted by this Lease shall be done in a good and workmanlike manner by contractors approved by Landlord and in compliance with the rules and regulations of the Building ( the Building Rules and Regulations ) , attached hereto and made a part hereof as Exhibit E , all insurance requirements of this Lease , and all applicable laws , statutes , codes , ordinances , orders , rules , regulations , conditions of approval and requirements of all federal , state , county , municipal and other governmental authorities , including the requirements of the Americans with Disabilities Act ( ADA ) ( collectively , Legal Requirements ) . Tenant acknowledges that in connection with any Alterations it shall not take any action which would cause a work stoppage , picketing , labor disruption or other dispute ( the Labor Disruption ) . In addition , Tenant acknowledges that if any Alterations require the Tenant to access any portion of the Building outside of the Premises beyond normal construction hours ( Monday through Friday between the hours of 7 : 30am to 3 : 30pm ) ( the Construction Hours ) , Tenant shall pay to Landlord for cost of Landlords on-site supervisory personnel at the rate of $ 75 . 00 per hour within fifteen ( 15 ) days of invoice from Landlord .


13.1 Tenant shall not assign, pledge, mortgage or otherwise transfer or encumber this Lease, nor sublet all or any part of the Premises or permit the same to be occupied or used by anyone other than Tenant or its employees, guests and invitees (the Transfer) without Landlords prior written consent such consent not to be unreasonably withheld, conditioned or delayed. Landlord shall respond to any request for consent within ten (10)days. Any consent by Landlord hereunder shall not constitute a waiver of strict future compliance by Tenant of the provisions of this Section13 or a release of Tenant from the full performance by Tenant of any of the terms, covenants, conditions, agreements or provisions of this Lease. Any assignment or subletting in contravention of the provisions of this Section13 shall be void. Notwithstanding anything to the contrary contained in this Section13 or elsewhere in this Lease, any assignment or subletting shall be subject to the following further conditions and limitations set forth in this Section13\. Notwithstanding the foregoing, Tenant shall have the right without Landlords consent to have up to two (2)other companies in which Tenant, Tenants shareholders or Atlas Venture partners have an ownership interest occupy up to forty percent (40%) of the Premises in the aggregate provided such portions of the Premises are not separately demised.

13 . 1 Tenant shall not assign , pledge , mortgage or otherwise transfer or encumber this Lease , nor sublet all or any part of the Premises or permit the same to be occupied or used by anyone other than Tenant or its employees , guests and invitees ( the Transfer ) without Landlords prior written consent such consent not to be unreasonably withheld , conditioned or delayed . Landlord shall respond to any request for consent within ten ( 10 ) days . Any consent by Landlord hereunder shall not constitute a waiver of strict future compliance by Tenant of the provisions of this Section13 or a release of Tenant from the full performance by Tenant of any of the terms , covenants , conditions , agreements or provisions of this Lease . Any assignment or subletting in contravention of the provisions of this Section13 shall be void . Notwithstanding anything to the contrary contained in this Section13 or elsewhere in this Lease , any assignment or subletting shall be subject to the following further conditions and limitations set forth in this Section13 \ . Notwithstanding the foregoing , Tenant shall have the right without Landlords consent to have up to two ( 2 ) other companies in which Tenant , Tenants shareholders or Atlas Venture partners have an ownership interest occupy up to forty percent ( 40 % ) of the Premises in the aggregate provided such portions of the Premises are not separately demised .


| | ---|---|--- By: | | U.S. REIF CENTRAL PLAZA MASSACHUSETTS MANAGER, LLC | | a Delaware limited liability company, its Manager | By: | | U.S. REAL ESTATE INVESTMENT FUND REIT, INC. | | a Delaware corporation, its Manager

| | - - - | - - - | - - - By : | | U . S . REIF CENTRAL PLAZA MASSACHUSETTS MANAGER , LLC | | a Delaware limited liability company , its Manager | By : | | U . S . REAL ESTATE INVESTMENT FUND REIT , INC . | | a Delaware corporation , its Manager


7\. SURVIVAL. If, upon the expiration or earlier termination of this Lease, the amount of any Additional Rent due hereunder has not yet been determined, an appropriate payment from Tenant to Landlord or refund from Landlord to Tenant, shall be made promptly after such determination, subject to the limitation in Section2.3 above.

7 \ . SURVIVAL . If , upon the expiration or earlier termination of this Lease , the amount of any Additional Rent due hereunder has not yet been determined , an appropriate payment from Tenant to Landlord or refund from Landlord to Tenant , shall be made promptly after such determination , subject to the limitation in Section2 . 3 above .


7\. For purposes of this Exhibit G, fair market rent shall mean rental rate for premises comparable to the Premises in the Building and comparable buildings in the area of the Building in the Cambridge Central Square market (including but not limited to those buildings located at 350 Massachusetts Avenue, 955 Massachusetts Avenue, 1100 Massachusetts Avenue and 1050 Massachusetts Avenue ) taking into account all relevant factors, including, applicable base years and allowances and construction of improvements.

7 \ . For purposes of this Exhibit G , fair market rent shall mean rental rate for premises comparable to the Premises in the Building and comparable buildings in the area of the Building in the Cambridge Central Square market ( including but not limited to those buildings located at 350 Massachusetts Avenue , 955 Massachusetts Avenue , 1100 Massachusetts Avenue and 1050 Massachusetts Avenue ) taking into account all relevant factors , including , applicable base years and allowances and construction of improvements .


This agreement (the Agreement) is entered into effective April 1, 2017 (the Effective Date), by and between KEVIN L. KREMKE (the Executive) and DELEK US HOLDINGS, INC. (the Company), who, in return for the mutual promises set forth herein, agree as follows:

This agreement ( the Agreement ) is entered into effective April 1 , 2017 ( the Effective Date ) , by and between KEVIN L . KREMKE ( the Executive ) and DELEK US HOLDINGS , INC . ( the Company ) , who , in return for the mutual promises set forth herein , agree as follows :


Company, shall restrict its disclosure to those directors, employees or independent contractors of the Company with a need to know such Confidential Information, and shall not disclose, copy or use Confidential Information for the benefit of anyone other than the Company without the Companys prior written consent. However, nothing in this Agreement shall prohibit the Executive from reporting possible violations of law to any governmental agency or entity in accordance with applicable whistleblower protection provisions including, without limitation, the rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002 , or require the Executive to notify the Company (or obtain its prior approval) of any such reporting. Executive shall, upon Companys request or his termination of employment, return to the Company and/or certify in a form satisfactory to the Company the destruction of any and all written documents containing Confidential Information in his possession, custody or control. For the avoidance of doubt, Executive shall not retain any copy in any form of any Confidential Information following such request or termination.

Company , shall restrict its disclosure to those directors , employees or independent contractors of the Company with a need to know such Confidential Information , and shall not disclose , copy or use Confidential Information for the benefit of anyone other than the Company without the Companys prior written consent . However , nothing in this Agreement shall prohibit the Executive from reporting possible violations of law to any governmental agency or entity in accordance with applicable whistleblower protection provisions including , without limitation , the rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002 , or require the Executive to notify the Company ( or obtain its prior approval ) of any such reporting . Executive shall , upon Companys request or his termination of employment , return to the Company and / or certify in a form satisfactory to the Company the destruction of any and all written documents containing Confidential Information in his possession , custody or control . For the avoidance of doubt , Executive shall not retain any copy in any form of any Confidential Information following such request or termination .


If Executive terminates his employment during the Term other than for a Good Reason and provides at least three months advance written notice of termination (even if the Required Notice is less than three months), Executive shall be entitled to a single lump sum payment upon termination equal to 50% of his annualized salary at the time the notice of termination is delivered and the costs of continuing family health insurance coverage under COBRA for 12 months following termination of employment, provided, that the Company may, in its sole discretion, (A) pay such amounts directly to the applicable provider or (B) pay an equivalent amount directly to Executive.

If Executive terminates his employment during the Term other than for a Good Reason and provides at least three months advance written notice of termination ( even if the Required Notice is less than three months ) , Executive shall be entitled to a single lump sum payment upon termination equal to 50 % of his annualized salary at the time the notice of termination is delivered and the costs of continuing family health insurance coverage under COBRA for 12 months following termination of employment , provided , that the Company may , in its sole discretion , ( A ) pay such amounts directly to the applicable provider or ( B ) pay an equivalent amount directly to Executive .


Separation Release. Notwithstanding anything to the contrary, but subject to any applicable six-month delay required by Section 18 hereof and Section 409A of the Internal Revenue Code of 1986 , as amended (Section 409A), if a payment is otherwise payable to Executive hereunder, payment of such Separation Payment shall be payable in cash to him at the end of the month following the month in which his separation from service (within the meaning of Section 409A) occurs (or such later date as may be required by law). However, Executives right to receive the Separation Payment shall be conditioned upon (i) his execution and delivery to the Company of a Separation Release (and the expiration of any statutorily mandated revocation period) within 30 days (or such longer period as may be required by law) following the separation from service date and (ii) his continued compliance with this Agreement and any other restrictive covenants to which he is bound. If Executive fails to timely execute and deliver the Separation Release or if he timely revokes his acceptance of the Separation Release thereafter (if such revocation is permitted), he shall not be entitled to the Separation Payment and shall repay any Separation Payment received. If the foregoing consideration and revocation periods begin in one taxable year and end in a second taxable year, payment will be made in the second taxable year.

Separation Release . Notwithstanding anything to the contrary , but subject to any applicable six-month delay required by Section 18 hereof and Section 409A of the Internal Revenue Code of 1986 , as amended ( Section 409A ) , if a payment is otherwise payable to Executive hereunder , payment of such Separation Payment shall be payable in cash to him at the end of the month following the month in which his separation from service ( within the meaning of Section 409A ) occurs ( or such later date as may be required by law ) . However , Executives right to receive the Separation Payment shall be conditioned upon ( i ) his execution and delivery to the Company of a Separation Release ( and the expiration of any statutorily mandated revocation period ) within 30 days ( or such longer period as may be required by law ) following the separation from service date and ( ii ) his continued compliance with this Agreement and any other restrictive covenants to which he is bound . If Executive fails to timely execute and deliver the Separation Release or if he timely revokes his acceptance of the Separation Release thereafter ( if such revocation is permitted ) , he shall not be entitled to the Separation Payment and shall repay any Separation Payment received . If the foregoing consideration and revocation periods begin in one taxable year and end in a second taxable year , payment will be made in the second taxable year .


Any person (as defined in Section 13(h)(8)(E) of the Exchange Act ), other than the Company or any of its subsidiaries or any employee benefit plan of the Company or any of its subsidiaries, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act ), directly or indirectly, of securities of the Company (or any successor to all or substantially all of the Companys assets) representing more than 30% of the combined voting power of the Companys (or such successors) then outstanding voting securities that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company (or such successor) in the ordinary course of business);

Any person ( as defined in Section 13 ( h ) ( 8 ) ( E ) of the Exchange Act ) , other than the Company or any of its subsidiaries or any employee benefit plan of the Company or any of its subsidiaries , becomes the beneficial owner ( as defined in Rule 13d-3 under the Exchange Act ) , directly or indirectly , of securities of the Company ( or any successor to all or substantially all of the Companys assets ) representing more than 30 % of the combined voting power of the Companys ( or such successors ) then outstanding voting securities that may be cast for the election of directors of the Company ( other than as a result of an issuance of securities initiated by the Company ( or such successor ) in the ordinary course of business ) ;


During any 12 month period within the Term, Continuing Directors cease for any reason to constitute at least a majority of the Board. For this purpose, a Continuing Director is any person who at the beginning of the Term was a member of the Board, or any person first elected to the Board during the Term whose election, or the nomination for election by the Companys shareholders, was approved by a vote of at least two-thirds of the Continuing Directors then in office, but excluding any person (A) initially appointed or elected to office as result of either an actual or threatened election and/or proxy contest by or on behalf of any person or group (within the meaning of Section 13(d) of the Exchange Act ) other than the Board, or (B) designated by any person or group (within the meaning of Section 13(d) of the Exchange Act ) ) who has entered into an agreement with the Company to effect a transaction described in Section 11(b)(i) through (iv).

During any 12 month period within the Term , Continuing Directors cease for any reason to constitute at least a majority of the Board . For this purpose , a Continuing Director is any person who at the beginning of the Term was a member of the Board , or any person first elected to the Board during the Term whose election , or the nomination for election by the Companys shareholders , was approved by a vote of at least two-thirds of the Continuing Directors then in office , but excluding any person ( A ) initially appointed or elected to office as result of either an actual or threatened election and / or proxy contest by or on behalf of any person or group ( within the meaning of Section 13 ( d ) of the Exchange Act ) other than the Board , or ( B ) designated by any person or group ( within the meaning of Section 13 ( d ) of the Exchange Act ) ) who has entered into an agreement with the Company to effect a transaction described in Section 11 ( b ) ( i ) through ( iv ) .


COMPANY: DELEK US HOLDINGS, INC. EXECUTIVE:

COMPANY : DELEK US HOLDINGS , INC . EXECUTIVE :


EMPLOYMENT AGREEMENT (this Agreement), dated as of 7/14, 2014 (the Effective Date), by and between Emerald Expositions, LLC , a Delaware limited liability company (the Company), and Philip Evans (the Executive) (each of the Executive and the Company, a Party, and collectively, the Parties).

EMPLOYMENT AGREEMENT ( this Agreement ) , dated as of 7 / 14 , 2014 ( the Effective Date ) , by and between Emerald Expositions , LLC , a Delaware limited liability company ( the Company ) , and Philip Evans ( the Executive ) ( each of the Executive and the Company , a Party , and collectively , the Parties ) .


1.1. Term. Subject to Section 3 hereof, the Company agrees to continue to employ the Executive, and the Executive agrees to continue to be employed by the Company, in each case pursuant to this Agreement, for a period commencing on the Effective Date and ending on the fifth anniversary of the Effective Date (the Initial Term); provided, however, that the period of the Executives employment pursuant to this Agreement shall be automatically extended for successive one-year periods thereafter (each, a Renewal Term), in each case unless either Party hereto provides the other Party hereto with written notice that such period shall not be so extended at least 30 days in advance of the expiration of the Initial Term or the then-current Renewal Term, as applicable (the Initial Term and any Renewal Term, collectively, the Term). The Executives period of employment pursuant to this Agreement shall hereinafter be referred to as the Employment Period.

1 . 1 . Term . Subject to Section 3 hereof , the Company agrees to continue to employ the Executive , and the Executive agrees to continue to be employed by the Company , in each case pursuant to this Agreement , for a period commencing on the Effective Date and ending on the fifth anniversary of the Effective Date ( the Initial Term ) ; provided , however , that the period of the Executives employment pursuant to this Agreement shall be automatically extended for successive one-year periods thereafter ( each , a Renewal Term ) , in each case unless either Party hereto provides the other Party hereto with written notice that such period shall not be so extended at least 30 days in advance of the expiration of the Initial Term or the then-current Renewal Term , as applicable ( the Initial Term and any Renewal Term , collectively , the Term ) . The Executives period of employment pursuant to this Agreement shall hereinafter be referred to as the Employment Period .


1.2. Duties. During the Employment Period, the Executive shall serve as the Companys Chief Financial Officer and in such other positions as an officer or director of the Company and such affiliates of the Company as the Executive and the board of directors (the Board) of Expo Event Holdco, Inc., a Delaware corporation (Parent) shall mutually agree from time to time, and shall report directly to the Chief Executive Officer. In the Executives position as Chief Financial Officer , the Executive shall perform such duties, functions and responsibilities during the Employment Period as are commensurate with such position, as reasonably and lawfully directed by the Chief Executive Officer. The Executives principal place of employment shall be the Companys headquarters in San Juan Capistrano, California.

1 . 2 . Duties . During the Employment Period , the Executive shall serve as the Companys Chief Financial Officer and in such other positions as an officer or director of the Company and such affiliates of the Company as the Executive and the board of directors ( the Board ) of Expo Event Holdco , Inc . , a Delaware corporation ( Parent ) shall mutually agree from time to time , and shall report directly to the Chief Executive Officer . In the Executives position as Chief Financial Officer , the Executive shall perform such duties , functions and responsibilities during the Employment Period as are commensurate with such position , as reasonably and lawfully directed by the Chief Executive Officer . The Executives principal place of employment shall be the Companys headquarters in San Juan Capistrano , California .


8.5.Governing Law. This Agreement shall be construed and enforced in accordance with, and the laws of the State of California hereto shall govern the rights and obligations of the parties, without giving effect to the conflicts of law principles thereof.

8 . 5 . Governing Law . This Agreement shall be construed and enforced in accordance with , and the laws of the State of California hereto shall govern the rights and obligations of the parties , without giving effect to the conflicts of law principles thereof .


This Employment Agreement (the Agreement) is entered into by and between Randy Berholtz (you or your) and Innovus Pharmaceuticals, Inc. , a Nevada corporation (the Company). This Agreement has an effective date of January 9, 2017 (the Effective Date).

This Employment Agreement ( the Agreement ) is entered into by and between Randy Berholtz ( you or your ) and Innovus Pharmaceuticals , Inc . , a Nevada corporation ( the Company ) . This Agreement has an effective date of January 9 , 2017 ( the Effective Date ) .


1. Position and Responsibilities. As of the Effective Date, you will be employed by the Company as the Companys Executive Vice President , Corporate Development and General Counsel ( General Counsel ). In addition, you will serve as the Companys Secretary. As Executive Vice President , Corporate Development and General Counsel , you shall report directly to the Companys President and Chief Executive Officer (the CEO) or to the Companys Chief Operating Officer (the COO). Your office will be located at the Companys headquarters at 9171 Towne Centre Drive, Suite 440, San Diego, CA 92122.

1 . Position and Responsibilities . As of the Effective Date , you will be employed by the Company as the Companys Executive Vice President , Corporate Development and General Counsel ( General Counsel ) . In addition , you will serve as the Companys Secretary . As Executive Vice President , Corporate Development and General Counsel , you shall report directly to the Companys President and Chief Executive Officer ( the CEO ) or to the Companys Chief Operating Officer ( the COO ) . Your office will be located at the Companys headquarters at 9171 Towne Centre Drive , Suite 440 , San Diego , CA 92122 .


(a) Base Salary. Commencing on the Effective Date, you will be paid an annual base salary of two hundred and eighty thousand dollars ( $280,000.00 ) (the Base Salary) for your services as General Counsel , payable in the time and manner that the Company customarily pays its employees provided that you will receive pro-rata payments of Base Salary at least once each calendar month (subject to the going concern exception described below). Your Base Salary will be reviewed periodically by the Board and may be increased (but not decreased) by the Board.

( a ) Base Salary . Commencing on the Effective Date , you will be paid an annual base salary of two hundred and eighty thousand dollars ( $ 280 , 000 . 00 ) ( the Base Salary ) for your services as General Counsel , payable in the time and manner that the Company customarily pays its employees provided that you will receive pro-rata payments of Base Salary at least once each calendar month ( subject to the going concern exception described below ) . Your Base Salary will be reviewed periodically by the Board and may be increased ( but not decreased ) by the Board .


You shall be eligible for additional grants of Compensatory Equity in order to ensure that you have competitive equity compensation. All grants of Compensatory Equity shall be issued pursuant to: (i) a Board-approved employee stock incentive plan (the Plan) and (ii) an effective registration statement filed (and maintained) by the Company with the Securities and Exchange Commission in accordance with the Securities Act of 1933 , as amended.

You shall be eligible for additional grants of Compensatory Equity in order to ensure that you have competitive equity compensation . All grants of Compensatory Equity shall be issued pursuant to : ( i ) a Board-approved employee stock incentive plan ( the Plan ) and ( ii ) an effective registration statement filed ( and maintained ) by the Company with the Securities and Exchange Commission in accordance with the Securities Act of 1933 , as amended .


Additionally, all outstanding unvested Compensatory Equity awards shall fully vest and become exercisable (to the extent exercise is required) upon a Change in Control occurring during your Service (as defined below). You may also elect to establish a trading plan for Company securities in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 , as amended (the Exchange Act). For purposes of this Agreement and your Compensatory Equity, Service shall mean service by you as an employee, director and/or consultant of the Company (or any subsidiary or parent or affiliated entity of the Company).

Additionally , all outstanding unvested Compensatory Equity awards shall fully vest and become exercisable ( to the extent exercise is required ) upon a Change in Control occurring during your Service ( as defined below ) . You may also elect to establish a trading plan for Company securities in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) . For purposes of this Agreement and your Compensatory Equity , Service shall mean service by you as an employee , director and / or consultant of the Company ( or any subsidiary or parent or affiliated entity of the Company ) .


Except as may be permitted below on this section 9, the parties agree that any dispute between the parties arising out of or relating to the negotiation, execution or performance of this Agreement shall be settled by expedited binding arbitration in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association. The location for the arbitration shall be San Diego, California . The arbitration award shall be made within sixty (60) days of the filing of the notice of intention to arbitrate (demand), and the arbitrator(s) shall agree to comply with this schedule before accepting appointment. Any award made by such arbitrator(s) shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The parties each agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as otherwise expressly provided in this Agreement. By electing arbitration as the means for final settlement of all claims, the parties hereby waive their respective rights to, and agree not to, sue each other in any action in a Federal, State or local court with respect to such claims, but may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, and further agree that no demand, request or motion will be made for trial by jury. In the event that either party brings an action under Section 9 to enforce or effect its rights under or relating to this Agreement (a Proceeding), the prevailing party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys fees incurred in connection with such an action. The Company shall pay for all arbitration- specific costs, including but not limited to the arbitration filing fee.

Except as may be permitted below on this section 9 , the parties agree that any dispute between the parties arising out of or relating to the negotiation , execution or performance of this Agreement shall be settled by expedited binding arbitration in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association . The location for the arbitration shall be San Diego , California . The arbitration award shall be made within sixty ( 60 ) days of the filing of the notice of intention to arbitrate ( demand ) , and the arbitrator ( s ) shall agree to comply with this schedule before accepting appointment . Any award made by such arbitrator ( s ) shall be final , binding and conclusive on the parties for all purposes , and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof . The parties each agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy , and each party expressly waives any right it might have to seek redress in any other forum , except as otherwise expressly provided in this Agreement . By electing arbitration as the means for final settlement of all claims , the parties hereby waive their respective rights to , and agree not to , sue each other in any action in a Federal , State or local court with respect to such claims , but may seek to enforce in court an arbitration award rendered pursuant to this Agreement . The parties specifically agree to waive their respective rights to a trial by jury , and further agree that no demand , request or motion will be made for trial by jury . In the event that either party brings an action under Section 9 to enforce or effect its rights under or relating to this Agreement ( a Proceeding ) , the prevailing party shall be entitled to recover its costs and expenses , including the costs of mediation , arbitration , litigation , court fees , and reasonable attorneys fees incurred in connection with such an action . The Company shall pay for all arbitration - specific costs , including but not limited to the arbitration filing fee .


1. PARTIES. The parties to this Agreement and Release are Randy Berholtz (Executive) and Innovus Pharmaceuticals, Inc. , a Nevada corporation, (the Company).

1 . PARTIES . The parties to this Agreement and Release are Randy Berholtz ( Executive ) and Innovus Pharmaceuticals , Inc . , a Nevada corporation , ( the Company ) .


3. EXECUTIVES PROMISES. In consideration for the promises and payments contained in the Employment Agreement , each party agrees as follows:

3 . EXECUTIVES PROMISES . In consideration for the promises and payments contained in the Employment Agreement , each party agrees as follows :


Notwithstanding the foregoing, with respect to Executives release, this Release does not release (a) claims that cannot be released as a matter of law, (b) claims arising after the effective date of this Release including those under the Employment Agreement , (c) claims to enforce any of Executives rights to post-termination benefits provided by the Employment Agreement , (d) claims for indemnification or coverage under a directors and officers liability insurance policy as provided in the Employment Agreement or under any other contract or under applicable law, (e) claims to enforce any of Executives vested benefits under any employee benefit plan of the Company including without limitation his Compensatory Equity (as defined in the Employment Agreement ), (f) Executives right to file a charge, testify, assist, or cooperate with the EEOC or to file a claim under the Fair Labor Standards Act, or (g) Executives rights arising solely as a shareholder of the Company.

Notwithstanding the foregoing , with respect to Executives release , this Release does not release ( a ) claims that cannot be released as a matter of law , ( b ) claims arising after the effective date of this Release including those under the Employment Agreement , ( c ) claims to enforce any of Executives rights to post-termination benefits provided by the Employment Agreement , ( d ) claims for indemnification or coverage under a directors and officers liability insurance policy as provided in the Employment Agreement or under any other contract or under applicable law , ( e ) claims to enforce any of Executives vested benefits under any employee benefit plan of the Company including without limitation his Compensatory Equity ( as defined in the Employment Agreement ) , ( f ) Executives right to file a charge , testify , assist , or cooperate with the EEOC or to file a claim under the Fair Labor Standards Act , or ( g ) Executives rights arising solely as a shareholder of the Company .


3.2 The waiver and release set forth in paragraph 3.1 applies to claims of which either party does not currently have knowledge and each party specifically waives the benefit of the provisions of Section 1542 of the Civil Code of the State of California which reads as follows: 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 by him or her must have materially affected his or her settlement with the debtor.

3 . 2 The waiver and release set forth in paragraph 3 . 1 applies to claims of which either party does not currently have knowledge and each party specifically waives the benefit of the provisions of Section 1542 of the Civil Code of the State of California which reads as follows : 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 by him or her must have materially affected his or her settlement with the debtor .


4. CONSULTATION, REVIEW, AND REVOCATION. In accordance with the Age Discrimination in Employment Act of 1967 (ADEA) as amended by the Older Workers Benefit Protection Act, Executive is advised to consult with an attorney before signing this Release. Executive is given a period of 45 days in which to consider whether to enter into this Release. Executive does not have to utilize the entire 45 day period before signing this Release, and may waive this right. If Executive does enter into this Release, Executive may revoke the Release within 7 days after the execution of the Release. Any revocation must be in writing and must be received by the Company no later than midnight of the seventh day after execution by Executive. The Release is not effective or enforceable until after this 7-day period has passed without revocation.

4 . CONSULTATION , REVIEW , AND REVOCATION . In accordance with the Age Discrimination in Employment Act of 1967 ( ADEA ) as amended by the Older Workers Benefit Protection Act , Executive is advised to consult with an attorney before signing this Release . Executive is given a period of 45 days in which to consider whether to enter into this Release . Executive does not have to utilize the entire 45 day period before signing this Release , and may waive this right . If Executive does enter into this Release , Executive may revoke the Release within 7 days after the execution of the Release . Any revocation must be in writing and must be received by the Company no later than midnight of the seventh day after execution by Executive . The Release is not effective or enforceable until after this 7-day period has passed without revocation .


5.1 This Release shall be deemed to have been executed and delivered within the State of California , and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California .

5 . 1 This Release shall be deemed to have been executed and delivered within the State of California , and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with , and governed by , the laws of the State of California .


EX-10.3 3 fs12017a2iex10iii_american.htm EMPLOYMENT AGREEMENT WITH KIRA HUANG

EX-10 . 3 3 fs12017a2iex10iii_american . htm EMPLOYMENT AGREEMENT WITH KIRA HUANG


Title as Chief Financial Officer , the Employee is required to perform duties and undertake the following responsibilities in a professional manner.

Title as Chief Financial Officer , the Employee is required to perform duties and undertake the following responsibilities in a professional manner .


(a) As full compensation for all services provided the employee shall be paid at the rate of USD 4,500 per month. Such payments shall be subject to such normal statutory deductions by the Employer.

( a ) As full compensation for all services provided the employee shall be paid at the rate of USD 4 , 500 per month . Such payments shall be subject to such normal statutory deductions by the Employer .


This agreement shall be governed by the laws of the State of Delaware .


(i)Base Salary. During the Employment Period, Executive shall receive an annual base salary in an amount equal to three hundred twenty five thousand dollars ( $325,000 ), less all applicable withholdings, which shall be paid in accordance with the customary payroll practices of the Company and prorated for partial calendar years of employment (as in effect from time to time, the Annual Base Salary). The Annual Base Salary shall be subject to annual review by the Board, in its sole discretion, for possible increase and any such increased Annual Base Salary documented in the form of a resolution adopted by the Board or an amendment to this Agreement shall constitute Annual Base Salary for purposes of this Agreement.

( i ) Base Salary . During the Employment Period , Executive shall receive an annual base salary in an amount equal to three hundred twenty five thousand dollars ( $ 325 , 000 ) , less all applicable withholdings , which shall be paid in accordance with the customary payroll practices of the Company and prorated for partial calendar years of employment ( as in effect from time to time , the Annual Base Salary ) . The Annual Base Salary shall be subject to annual review by the Board , in its sole discretion , for possible increase and any such increased Annual Base Salary documented in the form of a resolution adopted by the Board or an amendment to this Agreement shall constitute Annual Base Salary for purposes of this Agreement .


For purposes of this Agreement, Change in Control means, with respect to the Company, the first to occur of any of the following: (i)the acquisition by any person or group (as defined in section 13(d) of the Securities Exchange Act of 1934 , as amended), other than by (A)the Company or any of its affiliates; (B)any employee benefit plan of the Company or any of its affiliates; or (C)any holder of equity units issued in connection with the Companys 2016 reorganization, through one transaction or a series of related transactions of more than 50% of the combined voting power of the then outstanding voting securities of the Company; (ii)the merger or consolidation of the Company as a result of which persons who were unit holders of the Company immediately prior to such merger or consolidation, do not, immediately thereafter, own, directly or indirectly, 50% or more of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company; or (iii)the sale, transfer or other disposition of all or substantially all of the assets of the Company and its subsidiaries (determined on a consolidated basis) through one transaction or a series of related transactions occurring during any period of twelve (12)consecutive months to one or more persons who are not, immediately prior to such sale, transfer or other disposition, unit holders or affiliates of the Company.

For purposes of this Agreement , Change in Control means , with respect to the Company , the first to occur of any of the following : ( i ) the acquisition by any person or group ( as defined in section 13 ( d ) of the Securities Exchange Act of 1934 , as amended ) , other than by ( A ) the Company or any of its affiliates ; ( B ) any employee benefit plan of the Company or any of its affiliates ; or ( C ) any holder of equity units issued in connection with the Companys 2016 reorganization , through one transaction or a series of related transactions of more than 50 % of the combined voting power of the then outstanding voting securities of the Company ; ( ii ) the merger or consolidation of the Company as a result of which persons who were unit holders of the Company immediately prior to such merger or consolidation , do not , immediately thereafter , own , directly or indirectly , 50 % or more of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company ; or ( iii ) the sale , transfer or other disposition of all or substantially all of the assets of the Company and its subsidiaries ( determined on a consolidated basis ) through one transaction or a series of related transactions occurring during any period of twelve ( 12 ) consecutive months to one or more persons who are not , immediately prior to such sale , transfer or other disposition , unit holders or affiliates of the Company .


(d)Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE , WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTIONS CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

( d ) Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE , WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED . IN FURTHERANCE OF THE FOREGOING , THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT , EVEN IF UNDER SUCH JURISDICTIONS CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS , THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY .


/s/ Stephen D. Williams | | Name: Stephen D. Williams | | Title: Authorized Person EXECUTIVE /s/ Jack Richardson Jack Richardson

/ s / Stephen D . Williams | | Name : Stephen D . Williams | | Title : Authorized Person EXECUTIVE / s / Jack Richardson Jack Richardson


EX-10.5 3 iaso_ex105.htm EMPLOYMENT AGREEMENT


EXECUTIVE EMPLOYMENT AND NON-COMPETE AGREEMENT


WHEREAS, Executive has been appointed Chief Financial Officer and is an integral part of the Companys executive and management operations;

WHEREAS , Executive has been appointed Chief Financial Officer and is an integral part of the Companys executive and management operations ;


WHEREAS, it is the desire of the Board of Directors of the Company to assure itself of the continued executive and management services of Executive by employing Executive in the position of Chief Financial Officer ;

WHEREAS , it is the desire of the Board of Directors of the Company to assure itself of the continued executive and management services of Executive by employing Executive in the position of Chief Financial Officer ;


5.2. Bonus. Executive shall be eligible annually under a Company bonus plan providing for a maximum bonus of forty percent ( 40% ) of the Base Salary. The amount of the bonus shall be determined by the Board of Directors, based on its assessment, in its discretion, of Executives performance and that of the Company against appropriate goals established annually by the Board of Directors. Any bonus compensation less applicable taxes and withholding paid to Executive shall be in addition to the Base Salary.

5 . 2 . Bonus . Executive shall be eligible annually under a Company bonus plan providing for a maximum bonus of forty percent ( 40 % ) of the Base Salary . The amount of the bonus shall be determined by the Board of Directors , based on its assessment , in its discretion , of Executives performance and that of the Company against appropriate goals established annually by the Board of Directors . Any bonus compensation less applicable taxes and withholding paid to Executive shall be in addition to the Base Salary .


a. The Company shall grant to Executive a warrant with cashless exercise provisions to purchase Five Hundred Thousand (500,000) shares of common stock of the Company at an exercise price of $0.40 per share with an expiration date five (5) years from the grant or vesting date, whichever is later (the Warrant) in the form attached hereto as Exhibit A.

a . The Company shall grant to Executive a warrant with cashless exercise provisions to purchase Five Hundred Thousand ( 500 , 000 ) shares of common stock of the Company at an exercise price of $ 0 . 40 per share with an expiration date five ( 5 ) years from the grant or vesting date , whichever is later ( the Warrant ) in the form attached hereto as Exhibit A .


16\. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado without regard to its principles regarding conflicts of law.

16 \ . Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado without regard to its principles regarding conflicts of law .


THIS CERTIFIES THAT, for value received, Duane Knight or his successors or assigns (collectively, the Holder) is entitled to purchase from IASO BioMed, Inc. (the Corporation), such number of vested shares out of a total of Five Hundred Thousand (500,000) fully paid and nonassessable shares (the Shares) of the Corporations $0.0001 par value common stock (the Common Stock), at an exercise price of Forty Cents ( $0.40 ) per Share (the Exercise Price), subject to adjustment as herein provided. Two Hundred Fifty Thousand ( 250,000 ) Shares shall vest on the issued date set forth above and an additional Two Hundred Fifty Thousand Shares shall vest one year from the issue date hereof unless otherwise terminated or accelerated pursuant to holders employment agreement with the Company, effective March 1, 2017. The vested portion of this Warrant may be exercised by Holder, in whole or in part, at any time during the period beginning with the issuance date above and ending on the date that is five years from the vesting date hereof, at which time all of Holders rights hereunder shall expire.

THIS CERTIFIES THAT , for value received , Duane Knight or his successors or assigns ( collectively , the Holder ) is entitled to purchase from IASO BioMed , Inc . ( the Corporation ) , such number of vested shares out of a total of Five Hundred Thousand ( 500 , 000 ) fully paid and nonassessable shares ( the Shares ) of the Corporations $ 0 . 0001 par value common stock ( the Common Stock ) , at an exercise price of Forty Cents ( $ 0 . 40 ) per Share ( the Exercise Price ) , subject to adjustment as herein provided . Two Hundred Fifty Thousand ( 250 , 000 ) Shares shall vest on the issued date set forth above and an additional Two Hundred Fifty Thousand Shares shall vest one year from the issue date hereof unless otherwise terminated or accelerated pursuant to holders employment agreement with the Company , effective March 1 , 2017 . The vested portion of this Warrant may be exercised by Holder , in whole or in part , at any time during the period beginning with the issuance date above and ending on the date that is five years from the vesting date hereof , at which time all of Holders rights hereunder shall expire .


(c) The Warrant may not be transferred, and the Shares issuable upon exercise of this Warrant, may not be transferred without the Holder obtaining an opinion of counsel, which opinion and counsel are satisfactory to the Corporation, stating that the proposed transaction will not result in a prohibited transaction under the Securities Act and applicable Blue Sky Laws. By accepting this Warrant, the Holder agrees to act in accordance with any conditions imposed on such transfer by any such opinion of counsel.

( c ) The Warrant may not be transferred , and the Shares issuable upon exercise of this Warrant , may not be transferred without the Holder obtaining an opinion of counsel , which opinion and counsel are satisfactory to the Corporation , stating that the proposed transaction will not result in a prohibited transaction under the Securities Act and applicable Blue Sky Laws . By accepting this Warrant , the Holder agrees to act in accordance with any conditions imposed on such transfer by any such opinion of counsel .