Dallas Bribery

FILED
DALLAS COUNTY
7/27/2018 12:52 PM
FELICIA PITRE
DISTRICT CLERK
DC-18-09831 Angie Avina

CAUSE NO. _____________________
§
DISSOLUTION COMMITTEE FOR § IN THE DISTRICT COURT
THE FORMER BOARD OF §
TRUSTEES OF DALLAS COUNTY §
SCHOOLS §
§
§
Plaintiff, §
§
v. §
§
FORCE MULTIPLIER §
SOLUTIONS, INC.; ROBERT §
LEONARD; DR. RICK SORRELLS; §
LARRY DUNCAN, ELF § DALLAS COUNTY, TEXAS
MARKETING, LLC; ELF §
INVESTMENTS, LLC; §
WEDGEWOOD INVESTMENT §
GROUP, LLC; EQUIPMENT §
LEASING GROUP OF AMERICA, §
LLC; BRIAN TREBELS, LEE §
TREBELS (A/K/A RUDY §
TREBELS); CAMBRIDGE REALTY §
GROUP, LLC; ANROCK REALITY §
SERVICES, LLC; SLATER §
SWARTWOOD, SR.; SLATER §
SWARTWOOD, JR., DWAINE §
CARAWAY §
§
I-162ND
Defendants. § _____ JUDICIAL DISTRICT
DISSOLUTION COMMITTEE FOR THE FORMER BOARD OF TRUSTEES OF

DALLAS COUNTY SCHOOLS’ ORIGINAL PETITION
TO THE HONORABLE JUDGE OF SAID COURT:
COMES NOW the Dissolution Committee for the Former Board of Trustees of Dallas
County Schools (“DCS”) and files its Original Petition complaining of Defendants Force
Multiplier Solutions, Inc.; Robert Leonard; Dr. Rick Sorrells; Larry Duncan, Elf Marketing, LLC;
Elf Investments, LLC; Wedgewood Investment Group, LLC; Equipment Leasing Group Of
_____________________________________________________________________________________________
DISSOLUTION COMMITTEE FOR THE FORMER BOARD OF TRUSTEES OF DALLAS COUNTY
SCHOOLS’ ORIGINAL PETITION PAGE 1 OF 37
America, LLC; Brian Trebels; Lee Trebels (A/K/A Rudy Trebels); Cambridge Realty Group, LLC;
Anrock Reality Services, LLC; Slater Swartwood, Sr.; Slater Swartwood, Jr., and Dwaine
Caraway; and for causes of action, DCS respectfully shows the Court as follows:
I. NOTICE OF RELATED CASE UNDER LOCAL RULE 1.08
Pursuant to Local Rule 1.08, Plaintiff notifies this Court that that the above-styled cause is
subject to transfer pursuant to Rule 1.07. Specifically, the above-styled case is related to BusPatrol
America LLC v. Dallas County Schools et al., DC-18-06457, pending before the Honorable Judge
Moyé of the 14th District Court of Dallas County, Texas.
Assignment of the matter to Judge Moyé’s court will facilitate an orderly and efficient
disposition of this litigation because another judge will not have to become familiar with the bus
stop-arm program, the history between DCS and Force Multiplier Solutions, and the history of
criminal prosecutions related to the instant case.
II. SUMMARY OF CLAIMS
Dallas County Schools was the first school district in Texas and served students in the
Dallas–Fort Worth Metroplex for over 170 years. Through the machinations of its former
superintendent, Dr. Rick Sorrells, Dallas County Schools became the victim of a massive
conspiracy that defrauded it of tens of millions of dollars. This scheme involved scores of
individuals, entities, and shell corporations that all had the purpose of bilking Dallas County
Schools of more than $125,000,000.00 in taxpayer money.
The conspirators, led by Force Multiplier Solutions and its owner, Robert Leonard,
funneled bribes, illegal campaign contributions, and kickbacks to Dr. Rick Sorrells to secure
lucrative school bus stop arm camera contracts from Dallas County Schools.
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And when Dallas County Schools could no longer service the massive debt it owed to Force
Multiplier Solutions, Dr. Sorrells and Robert Leonard orchestrated yet another scheme to rob
Dallas County Schools by arranging an insider sale-and-leaseback of four of Dallas County
Schools’ bus service centers. Two conspirators, Dr. Rick Sorrells and Slater Swartwood Sr., have
already pleaded guilty to federal charges.
Following the exposure of the conspiracy and fraud, Force Multiplier Solutions, through
its owner Robert Leonard, hastily transferred substantially all of its assets to another entity. The
Dissolution Committee, charged by the legislature with winding down Dallas County Schools,
now brings these claims to recover funds stolen from and recoup monies to satisfy obligations
owed by Dallas County Schools.
III. DISCOVERY
1. Discovery in this lawsuit is intended to be conducted under Level Three, in
accordance with TEX. R. CIV. P. 190.3.
2. Pursuant to Rule 47(c) of the Texas Rules of Civil Procedure, DCS avers that it
seeks monetary relief of over more than $1,000,000.00, including damages of any kind, penalties,
costs, expenses, prejudgment interest, and attorneys’ fees.
IV. THE PARTIES
3. Plaintiff DCS is the statutorily-created Dissolution Committee for the legislatively-
abolished Board of Dallas County Schools Trustees. The Dissolution Committee is the duly
appointed statutory committee to administer the dissolution process for DCS (“Dissolution
Committee”), whose authority includes, without limitation, the collection and liquidation of DCS
assets and the payment of valid and enforceable DCS liabilities. Accordingly, the Dissolution
Committee has standing to bring this Petition.
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4. DCS was a school district per the Education Code of the State of Texas and a
subdivision of the State of Texas, and its principal office was located at 5151 Samuell Blvd.,
Dallas, TX 75228.
5. Defendant Force Multiplier Solutions, Inc., is a Louisiana Corporation that can be
served with process through its registered agent, Robert C. Leonard, at 5804 River Oaks Road,
Harahan, LA 70123.
6. Defendant Robert C. Leonard is a Louisiana resident that can be served with
process at 231 Friedrichs Ave., Metarie, LA, 70005 or anywhere else he may be found.
7. Defendant Dr. Rick Sorrells is a Texas resident that can be served with process at
8539 Forest Hills Blvd., Dallas, TX 75218 or anywhere else he may be found.
8. Defendant Larry Duncan is a Texas resident that can be served with process at 6526
Clearhaven, Circle, Dallas TX 75248-4018 or anywhere else he may be found.
9. Defendant Cambridge Realty Group, LLC (“Cambridge”) is a Louisiana limited-
liability company that can be served with process through its registered agent, Karen Cloke
Rodriguez, at 4207 Tchoupitoulas Street, New Orleans, LA 70115.
10. Defendant ELF Marketing, LLC (“ELF Marketing”) is a Texas limited-liability
company that can be served with process through its registered agent Slater W. Swartwood, Jr., at
12605 Rush Creek Lane, Austin, TX, 78732.
11. Defendant ELF Investments, LLC (“ELF Investments”) is a Louisiana limited
liability company that can be served with process through its registered agent John W. Holmes, at
110 Veterans Blvd, Ste 525, Metairie, LA 70005.
12. Defendant Wedgewood Investment Group, LLC (“Wedgewood”) is an Illinois
limited-liability company that can be served with process through its registered agent, Lee A.
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Trebels, at 211 Waukegan Road, Suite 100, Northfield, IL, 60093.
13. Defendant Equipment Leasing Group of America, LLC (“ELGA”) is an Illinois
limited-liability company that can be served with process through its registered agent, Lee A.
Trebels, at 211 Waukegan Road, Suite 100, Northfield, IL, 60093.
14. Defendant Brian Trebels is an Illinois resident that can be served with process at
343 Country Ln., Glenview, IL 60025.
15. Defendant Lee (a/k/a Rudy) Trebels is an Illinois resident that can be served with
process at 343 Country Ln., Glenview, IL 60025.
16. Defendant Anrock Reality Services, LLC (“Anrock”) is a Louisiana limited-
liability company that can be served with process through its registered agent, Slater Swartwood
Sr., at 5804 River Oaks Road, Harahan, LA, 70123.
17. Defendant Slater Swartwood, Sr. is a Louisiana resident that can be served with
process at 2018 General Pershing St., New Orleans, LA 70115 or anywhere else he may be found.
18. Defendant Slater Swartwood, Jr. is a Texas resident that can be served with process
at 12604 Rush Creek Ln., Austin, TX 78732 or anywhere else he may be found.
19. Defendant Dwaine Caraway is a Texas resident that can be served with process at
1934 Argyle Ave., Dallas TX, 75203 or anywhere else he may be found.
V. JURISDICTION AND VENUE
20. All damages sought by DCS in this lawsuit are within the jurisdictional limits of
this Court.
21. For jurisdictional purposes, DCS is a Texas resident because it is a Texas
governmental unit enumerated by the Education Code of the State of Texas with its central office
located at 5151 Samuell Blvd., Dallas, TX 75228.
_____________________________________________________________________________________________
Defendants”) 1.conspired to engage in a criminal enterprise of pay-to-play campaign contributions,
bribes, and kickbacks in return for lucrative contracts from DCS that ultimately left DCS and its
tax payers with over $125,000,000 in debilitating debt obligations.
28. Dr. Sorrells and Slater Swartwood, Sr. have each entered into plea agreements with
the Department of Justice admitting to the conspiracy. Dr. Sorrells pleaded guilty to Conspiracy
to Commit Honest Services Wire Fraud under 18 U.S.C. § 1349. True and correct copies of the
Information, Factual Resume, and Plea Agreement of Dr. Rick Sorrells in Case 3:18-cr-00169-N,
filed in the District Court for the Northern District of Texas, Dallas Division are attached as
Exhibit A.
29. Slater Swartwood, Sr. pleaded guilty to Conspiracy to Commit Money Laundering
under 18 U.S.C § 371. True and correct copies of the Information, Factual Resume, and Plea
Agreement of Slater Swartwood, Sr., Case 3:17-cr-00678, filed in the District Court for the
Northern District of Texas, Dallas Division are attached as Exhibit B.
30. According to the Sorrells Factual Resume, Robert Leonard caused approximately
$2 million in bribe and kickback payments to be transferred to pass-through entities controlled by
Slater Swartwood, Sr., including Elf Investments, Cambridge Realty Group, LLC and Anrock
Realty Services, LLC after which Slater Swartwood, Sr., at Robert Leonard’s direction, would pay
Dr. Sorrells or shell companies that he controlled.
31. According to the Sorrells Factual Resume, in 2010, DCS entered into a Professional
Services Agreement with FMS or another entity controlled by Robert Leonard, in which DCS
1
The Conspiracy Defendants are: Force Multiplier Solutions, Inc.; Robert Leonard; Dr. Rick Sorrells; Larry Duncan,
Elf Marketing, LLC; Wedgewood Investment Group, LLC; Equipment Leasing Group of America, LLC; Brian
Trebels, Lee Trebels (A/K/A Rudy Trebels); Cambridge Realty Group, LLC; Anrock Reality Services, LLC; Slater
Swartwood, Sr; Slater Swartwood, Jr.; the yet to be identified, unnamed law firm; and Dwaine Caraway.
_____________________________________________________________________________________________
in information technology and did not work for Robert Leonard through Photon. Nevertheless,
Robert Leonard provided Dr. Sorrells with a template by which Dr. Sorrells could create a fake
consulting agreement for Photon. Dr. Sorrells submitted fake invoices for “consulting” work to
disguise the bribery and kickback payments on fewer than five occasions. Robert Leonard asked
Dr. Sorrells to stop submitting invoices, but payments to Photon continued. Dr. Sorrells signed
Photon documents with the fake name “D. Brumbe.” Exhibit A, Sorrells Factual Resume, at ¶11.
36. After creating Photon, Dr. Sorrells, on Robert Leonard’s advice, created Sreig
International (“Sreig”), a fake real estate referral company. Dr. Sorrells did not purchase real estate
or make referrals using Sreig. Rather, Sreig was merely another conduit for Dr. Sorrells to receive
disguised bribes and kickback payments from Robert Leonard in exchange for stop arm camera
purchases. Robert Leonard manufactured fake real estate referrals for Sreig to provide in exchange
for payment. Exhibit A, Sorrells Factual Resume, at ¶13.
37. To further conceal the bribes and kickback payments, Robert Leonard “created and
funded a bank account for a nonexistent company and then used the entity to pay some of Dr.
Sorrells’ credit card debt.” See Exhibit A, Sorrells Information, at ¶23.
38. Dr. Sorrells and Robert Leonard also enlisted Slater Swartwood, Sr. to assist in
disguising the bribes and kickback payments. From 2011 to 2016, Robert Leonard provided Slater
Swartwood Sr. with approximately $2,000,000.00 to funnel to Dr. Sorrells through Slater
Swartwood Sr.’s companies, including Elf Investments, Cambridge Realty Group, and Anrock
Realty Services, LLC. Exhibit B, Swartwood Sr. Factual Resume, at ¶7.
39. Swartwood Sr. admitted that “at all relevant times, [he] knew the unlawful purpose
of the agreement [to commit the Conspiracy] and joined in it willfully, that is, with the intent to
_____________________________________________________________________________________________
pay [Robert Leonard] back and lacked even the financial capability to do so. In fact,
when the media began scrutinizing the relationship between [FMS] and [DCS], the
coconspirators discussed having Dr. Sorrells begin to make payments on the loan
to make it appear legitimate, after which Robert Leonard would "recycle" the
money back to Dr. Sorrells. The coconspirators also spent a significant amount of
time discussing how to get their stories straight, so they could explain the paper
trail left by the multi-year bribery scheme they had engaged in.
Exhibit B, Slater Swartwood Sr.’s Factual Resume at ¶9.
44. Dr. Sorrells admitted that he received over $3 million from Robert Leonard and that
he spent the money on credit card debt, trips, personal expenses, a New Orleans apartment, and
cars and jewelry. In return for these bribes and kickbacks, occurring from 2010 to 2017, Dr.
Sorrells purchased millions of dollars’ worth of cameras from FMS on behalf of DCS and entered
into agreements, including an asset purchase/licensing agreement. Exhibit A, Sorrells Factual
Resume, at ¶16.
45. Dr. Sorrells also admitted he knew that Robert Leonard was trying to influence his
conduct as superintendent of DCS. According to the Sorrells Factual Resume:
Robert Leonard was fully aware that Sorrells, as the superintendent of DCS, had
great latitude over DCS's business and had the authority to enter into contracts and
to purchase camera equipment. Robert Leonard understood Sorrells authority
before he made the first bribe payment. Robert Leonard would often tell Sorrells
that "we are pressing forward" with the camera program and then ask him whether
he needed any money. Robert Leonard often reminded Sorrells of the payments he
was providing in conjunction with DCS 's decisions regarding FMS. If Sorrells put
up any resistance to the purchase of additional cameras, Robert Leonard would tell
Sorrells things like "Now I need your help and you aren't around" and "After all I
have done for you, you've got to do this for me." Even though Company A
performed poorly, Sorrells, on behalf of DCS, continued to do business with them
because Sorrells was getting paid. And there were decisions that Sorrells would not
have made but for the payments that he was receiving from Robert Leonard.
Exhibit A, Sorrells Factual Resume, at ¶17.
_____________________________________________________________________________________________
Summary of Political Contributions Larry Duncan Received
Source: Campaign Finance Reports - AII (received from
All DCS)
Total
Contributions
Contributions from from FMS and
Year Received Amount Co ntributions from FMS‘
Contributions Swartwoodz Swa
Swartwood
rtwood
2016 $90,000 100% 0% 100%
2015 $53,713
$58,713 60% 17% 77%
2014 $40,000 38% 38% 76%
2013 $15,000 50% 17% 67%
2012 $35,000 71% 29% 100%
2011 $0 0% 0% 0%
2010 $0 0% 0% 0%
2009 $2,215 0% 0% 0%
Total $240,928
Table 1: Summary of Political Contributions to Larry Duncan by Swartwood Sr. and FMS
Table 2, below, shows the timeline of campaign contributions to Larry Duncan in relation
to the Stop Arm Camera Program and Sale Leaseback Transactions.
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Table 2: Timeline of Political Contributions to Larry Duncan by Swartwood Sr. and FMS
_____________________________________________________________________________________________
further the unlawful purpose [of the Conspiracy to defraud DCS].” Exhibit B, Swartwood, Sr.,
Factual Resume at ¶3.
40. To further disguise and conceal the source and purpose of the bribe and kickback
payments, the conspirators, including Swartwood, Sr., Robert Leonard, and Dr. Sorrells, at various
points during the money laundering conspiracy, created sham loan, consulting, or real estate
agreements in an attempt to make the payments and obligations that created the debilitating debt
related to the Stop Arm Camera Program and the Sale Leaseback Transaction appear legitimate.
See Exhibit B, Swartwood, Sr., Information at ¶10.
41. On or about April 15, 2016, Swartwood Sr., at Robert Leonard’s direction, caused
approximately $200,000 to be transferred from the bank of Anrock to a bank account ending in
7802, a shell company controlled by Dr. Sorrells. According to the Sorrells Factual Resume, the
conspiracy to defraud DCS began in and around 2010, when Dr. Rick Sorrells, DCS’s former
superintendent, met Robert Leonard, owner of Force Multiplier Solutions (“FMS”), which is a
company that sold school bus stop arm cameras. See Exhibit A, Sorrells Factual Resume, at ¶9.
42. According to the Sorrells Information, Slater Swartwood, Sr. and Robert Leonard
(identified as Person A in the Sorrells Information),
discussed tying all past payments from [Robert Leonard] to the ‘note,” conspired
to have Sorrells begin making payments on the “loan,” after which [Robert
Leonard] would “recycle” the money back to Sorrells and created a document with
a narrative to ensure that the [coconspirators] had their stories straight.
See Exhibit A, Sorrells Information, at ¶4.
43. This is further corroborated by Slater Swartwood Sr.’s Factual Resume, which
states that:
To further conceal the illegal bribe and kickback payments, the coconspirators
created numerous versions of a fake loan. All parties understood that the loans in
their various iterations were fake and that [Dr. Sorrells] would never be required to
_____________________________________________________________________________________________
pay [Robert Leonard] back and lacked even the financial capability to do so. In fact,
when the media began scrutinizing the relationship between [FMS] and [DCS], the
coconspirators discussed having Dr. Sorrells begin to make payments on the loan
to make it appear legitimate, after which Robert Leonard would "recycle" the
money back to Dr. Sorrells. The coconspirators also spent a significant amount of
time discussing how to get their stories straight, so they could explain the paper
trail left by the multi-year bribery scheme they had engaged in.
Exhibit B, Slater Swartwood Sr.’s Factual Resume at ¶9.
44. Dr. Sorrells admitted that he received over $3 million from Robert Leonard and that
he spent the money on credit card debt, trips, personal expenses, a New Orleans apartment, and
cars and jewelry. In return for these bribes and kickbacks, occurring from 2010 to 2017, Dr.
Sorrells purchased millions of dollars’ worth of cameras from FMS on behalf of DCS and entered
into agreements, including an asset purchase/licensing agreement. Exhibit A, Sorrells Factual
Resume, at ¶16.
45. Dr. Sorrells also admitted he knew that Robert Leonard was trying to influence his
conduct as superintendent of DCS. According to the Sorrells Factual Resume:
Robert Leonard was fully aware that Sorrells, as the superintendent of DCS, had
great latitude over DCS's business and had the authority to enter into contracts and
to purchase camera equipment. Robert Leonard understood Sorrells authority
before he made the first bribe payment. Robert Leonard would often tell Sorrells
that "we are pressing forward" with the camera program and then ask him whether
he needed any money. Robert Leonard often reminded Sorrells of the payments he
was providing in conjunction with DCS 's decisions regarding FMS. If Sorrells put
up any resistance to the purchase of additional cameras, Robert Leonard would tell
Sorrells things like "Now I need your help and you aren't around" and "After all I
have done for you, you've got to do this for me." Even though Company A
performed poorly, Sorrells, on behalf of DCS, continued to do business with them
because Sorrells was getting paid. And there were decisions that Sorrells would not
have made but for the payments that he was receiving from Robert Leonard.
Exhibit A, Sorrells Factual Resume, at ¶17.
_____________________________________________________________________________________________
46. Additionally, investigative reporting revealed that Dr. Sorrels and Robert Leonard
used apartments in Louisiana connected to Robert Leonard on a number of occasions for social
gatherings. 2
47. Dr. Sorrells, Robert Leonard, and Slater Swartwood, Sr., conspired with other
individuals and entities to defraud DCS. For example, Dr. Sorrells entered DCS into contracts with
Slater Swartwood Jr. (who, upon information and belief, also served as Vice President of FMS)
and Elf Marketing, both of which have ties to Slater Swartwood, Sr. and Robert Leonard, for
“consulting services” that cost DCS $198,000.00. Neither Elf Marketing nor Slater Swartwood, Jr.
provided itemized, detailed invoices for the “services” they allegedly provided to DCS.
Additionally, Slater Swartwood, Jr.’s so-called invoices to DCS were numerically sequential,
indicating that DCS was Slater’s only client and that the consulting services he allegedly provided
to DCS were fraudulent.
48. Furthermore, Larry Duncan, former Chairman of the Board of Trustees for DCS,
received over $210,000.00 in campaign contributions from employees of FMS, Robert Leonard,
Slater Swartwood, Sr. and their family members. See Exhibit C.
49. Larry Duncan neglected to list some of these campaign contributions on his
Campaign Finance Reports. Given FMS’s and Robert Leonard’s history of bribes and kickbacks
to Dr. Sorrells upon information and belief, Larry Duncan also received money in return for
favorable contracts to FMS. Table 1, below, shows political contributions that Larry Duncan
actually received, demonstrating his connections with FMS and Slater Swartwood, Sr.
2
See “Ex-DCS Superintendent Rick Sorrells’ French Quarter Vacation Pad Raises Questions About Relationship
with Vendor”, located at https://www.nbcdfw.com/investigations/Ex-DCS-Superintendent-Rick-Sorrells-French-
Quarter-Vacation-Pad-Raises-Questions-About-Relationship-with-Vendor-451020163.html
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62. On August 1, 2014, DCS and FMS entered into an Amended and Restated
Promissory Note in the amount of $12,090,000.00 to fund the repayment of certain municipal
bonds issued to fund the purchase of stop-arm cameras from FMS.
63. On June 25, 2015, DCS entered into a Master Government Obligation Contract
with Equipment Leasing Group of America, LLC (“ELGA”). The Master Government Obligation
Contract was signed by Dr. Rick Sorrells on behalf of DCS and Brian Trebels on behalf of ELGA.
Upon information and belief, for all relevant time periods, Brian Trebels was the Co-Founder and
CEO of ELGA.
64. In accordance with the Master Government Obligation Contract, ELGA provided
financing for the Stop Arm Camera Program in return for DCS’s quarterly obligation to pay nearly
$200,000.00 from October 2015 through July 2020. The Schedules to the Master Government
Obligation Contract were frequently amended because DCS was pressured by Robert Leonard to
purchase more and more cameras. Upon information and belief, ELGA and Brian Trebels were
aware that Leonard was pressuring DCS to purchase cameras that
65. Upon information and belief, Dr. Sorrells was presented with more favorable
lending options at a lower cost to DCS but chose ELGA regardless, and he advanced ELGA
approximately $300,000.00. Upon information and belief, DCS entered into twelve separate
promissory notes payable to ELGA at a total cost of $20,800,000.00 to DCS for the purpose of
financing additional purchases of camera kits, digital video equipment, and software. ELGA
received fees for the lending arrangement and paid interest to the lending banks, along with the
entities.
66. On January 1, 2017, DCS entered into a Service Agreement with FMS in which
FMS agreed to assume “all managerial responsibility for the operation of the assembly,
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50. In addition to taking campaign contributions in connection with the Stop Arm
Camera Program conspiracy, Larry Duncan also approved a lucrative severance package for Dr.
Sorrells despite the blatant nature of the bribes and fraud that Dr. Sorrells committed.
51. The conspiracy to defraud DCS did not stop with the Stop Arm Camera Program.
Upon information and belief, once DCS was unable to meet its debt obligations resulting from the
Stop Arm Camera Program, Dr. Sorrells and Conspiracy Defendants sought to bilk DCS out of
even more money through the sale-and-leaseback of four bus service centers to 2015 Acquisitions
5, LLC, and/or Wedgewood Investment Group.
52. On or around March 3, 2015, Wedgewood was awarded the RFP as the “investment
company that DCS [would] be working with.” See Exhibit D, Award Letter. However, the
Purchase Agreement and Leases were signed between DCS and 2015 Acquisitions 5 on June 5,
2015. The Purchase Agreement names Anrock Realty Services, LLC (“Anrock”) (Slater
Swartwood, Sr.) as the broker in Section 9.01(c). See Exhibit E, Real Estate Purchase Agreement,
at p. 11. Then on April 6, 2017, DCS was notified ownership had changed to School Bus Corp.
53. Wedgewood Investment Group’s registered agent is Lee Trebels (also known as
Rudy Trebels). Lee Trebels is also the registered agent for Equipment Leasing Group of America,
LLC (“ELGA”), who had financing contracts with DCS for the Stop Arm Camera Program. ELGA
received fees and interest to arrange for the loans to finance the Stop Arm Camera Program from
DCS. ELGA’s Chief Executive Officer is Brian Trebels, the son of Lee Trebels, who has ties to
Slater Swartwood, Sr. Wedgewood and ELGA also share a common address.
54. Unsurprisingly, Wedgewood Investment Group, who served as DCS’s investment
company in the Sale Leaseback Transaction, but who was not the ultimate investor/purchaser,
hired Anrock as its broker and instructed DCS to pay Anrock a finder’s fee. Anrock was owned
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by Slater Swartwood, Sr. and has provided brokerage services to Robert Leonard and his
representatives for over forty years. The following chart depicts the relationship between the Sale-
Leaseback Parties and the Stop Arm Camera Program:
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55. Due to the Conspiracy Defendants’ rampant bribery, fraud, and pay-to-play
campaign contributions, DCS has suffered damages from both the Stop Arm Camera Program and
the Sale Leaseback Transaction of more than $125,900,000.00 as described below.
B. The Stop Arm Camera Program.
56. In December of 2008, DCS sought to increase students’ safety by installing stop-
arm cameras on its entire fleet of buses to detect drivers who run stop signs. After a request for
proposals process, DCS selected FMS (d/b/a Ongo Live) as the vendor for the Stop Arm Camera
Program. DCS and FMS signed a Professional Services Agreement in June of 2010.
57. FMS was established in 2009 and developed bundled solution productions with the
_____________________________________________________________________________________________
under the illusory loan Elf Investments provided to Caraway.
74. Upon information and belief, Mr. Caraway voted in favor of policies that benefitted
Robert Leonard and passionately convinced the rest of city council to grant DCS a twenty-five-
year extension of the Stop-Arm Program in 2015 in exchange for payments from Swartwood, Sr.
All the while, DCS’s losses related to the program continued to mount.
75. Without Mr. Caraway’s advocacy of the enabling legislation regarding stop arm
violations for which DCS never made a profit but rather incurred tens of millions of dollars of the
house of cards of the conspiracy would have
C. The Sale-Leaseback Transaction.
76. In February 2015, due to the deteriorating financial position of DCS caused by the
Stop-Arm Camera transactions, DCS was forced to sell four bus service centers to provide
additional capital to sustain its operations.
77. Accordingly, after an RFP process in which Wedgewood Investment Group and
Realterm NAT participated, Wedgewood was awarded the RFP. 4 in June 2015, DCS entered into
an agreement with 2015 Acquisitions 5, LLC c/o Net Lease Capital Advisors (the “Purchaser”) to
sell four bus service centers with a leaseback provision to allow for DCS’s continued use, despite
2015 Acquisition not having been awarded the RFP or even responded to the RFP Lee Trebels
a/k/a Rudy Trebels served as the registered agent for Wedgewood.
78. As part of the Sale-Leaseback Transaction, Wedgewood and DCS paid real estate
broker commissions to Anrock Realty Services, LLC. Slater Swartwood Sr., who has pleaded
guilty to conspiracy to commit money laundering in the events surround these transactions, served
4
Both Wedgewood and Realterm NAT retained Slater Swartwood, Sr. / Anrock Realty Services, LLC for their
brokerage services, again showing the insider nature of the Sale Leaseback Transaction.
_____________________________________________________________________________________________
84. The Conspiracy Defendants conspired to pay millions of dollars in bribes,
campaign contributions, and kickbacks to Dr. Rick Sorrells in return for favorable treatment
regarding lucrative contracts with DCS, namely, the Stop Arm Camera Program and the related
Sale Leaseback Transaction, resulting in over $100,000,000.00 in losses to DCS and its taxpayers.
85. A RICO claim under 18 U.S.C § 1962(c) requires a DCS to prove: (1) a person
engaged in (2) a pattern of racketeering activity connected to (3) the conduct or control of an
enterprise.
86. All of the Conspiracy Defendants qualify as persons under 18 U.S.C. §1961(3) as
each Defendant is an “individual or entity capable of holding a legal or beneficial interest in
property.”
87. A “racketeering activity” as defined by 18 U.S.C. § 1961(1) includes, inter alia,
any act or threat involving bribery that is chargeable under state law and punishable with
imprisonment for more than one year. Furthermore, money laundering is indictable under 18
U.S.C. § 1956.
88. On information and belief, the Conspiracy Defendants committed the racketeering
activity under Section 36.02 of the Texas Penal Code, and the crime is punishable with
imprisonment for more than one year.
89. On information and belief, the Conspiracy Defendants intentionally or knowingly
offered, conferred, or agreed to confer on another or solicited, accepted, or agreed to accept from
another a benefit in the form of money and property for the consideration of the recipient’s
decision, opinion, recommendation, vote or other exercise of discretion as a public servant, party
official, or voter. Dr. Rick Sorrells, Larry Duncan, and Dwaine Caraway were public servants or
public officials.
_____________________________________________________________________________________________
Count 2: Breach of Contract Against FMS.
94. DCS repeats, realleges, and incorporates the allegations, tables, figures, and
exhibits contained in the foregoing paragraphs as fully set forth herein.
95. DCS and FMS entered into enforceable agreements, including, but not limited to,
the FMS APA, the FMS Services Agreement, and the FMS Technology License Agreement.
96. FMS breached the FMS APA by failing to deliver the agreed upon stop arm
cameras to DCS.
97. FMS breached the FMS Services Agreement by failing to remit to DCS monies due
under the Services Agreement. In accordance with the Services Agreement, FMS was to pay DCS
$400,000.00 per month plus $15.00 per citation for operating the Stop Arm Camera Program
outside Dallas County. While DCS continuously operated the program as required by the Services
Agreement, FMS failed to fulfill its own obligations. Ultimately, DCS was forced to send a letter
to FMS demanding remittance of the funds owed.
98. Moreover, FMS breached the FMS Technology License Agreement by assigning
its provisions to another company. Per the FMS Technology License Agreement, FMS granted
DCS a full and exclusive right to license the Stop-Arm Bus Camera Program technology
throughout Texas. By thereafter assigning the exact same license to another entity, FMS breached
an explicit and material term of its agreement with DCS.
99. DCS has met all conditions precedent to filing suit for breach of contract.
100. DCS has been damages by FMS’s breach of contract.
Count 3: Breach of Contract Against ELF Marketing.
_____________________________________________________________________________________________
Leonard represented to DCS that the Technology License Agreement, which granted DCS the
exclusive right to operate the Stop Arm Camera Program throughout the state of Texas, would be
a functional and economic boom to DCS and would generate substantial amounts of revenue for
DCS for the benefit of its taxpayers. In exchange for the exclusive right to operate the Stop Arm
Camera Program throughout Texas, DCS paid FMS $25,000,000. Now, only four years later, the
license has shown to be worth merely pennies on the dollar.
115. The statements from FMS and Robert Leonard regarding the functionality and
profitability of the Technology License Agreement were untrue.
116. In reliance upon FMS’s and Robert Leonard’s representations, DCS continued to
spend exorbitant funds to operate the Stop-Arm Camera Program while receiving minimal return.
Over the span of five years, DCS paid approximately $69,958,747.00 in connection with the Stop-
Arm Camera Program and incurred millions more in financial obligations. Of this amount, in
addition to the ELGA loans, approximately $28,201.00 was paid to Robert Leonard and
$19,000,000.00 ion direct obligations in a promissory note with FMS. Although the program
continued to drain DCS’s funds, Leonard continuously made representations regarding the
impending success of the Stop-Arm Camera Program, when in fact he knew that it was failing and
would continue to do so. Thus, DCS detrimentally relied on FMS and Robert Leonard’s
representations to its detriment.
117. In addition to the fraudulent misrepresentations made by FMS and Leonard, and as
explained in detail in the factual summary supra, the Conspiracy Defendants worked in concert to
perpetrate the fraud on DCS, including numerous insider transactions regarding the Stop-Arm
Camera Program and the Sale-Leaseback Transaction.
118. The fraud perpetrated by the Conspiracy Defendants caused damage to DCS and
_____________________________________________________________________________________________
over $20,800,000.00 as well as a consulting agreement with ELF Marketing. As evidenced by the
vast amounts of unused camera equipment collecting dust in storage, Sorrells entered into these
transactions even though it was obvious that they were against DCS’s interests.
124. As President of the Board of Trustees for Dallas County Schools, Larry Duncan
also owed a duty of loyalty and honest services to DCS. Like Dr. Sorrells, upon information and
belief, Larry Duncan took campaign contributions from those related to Robert Leonard,
Swartwood., Sr., and other Conspiracy Defendants that went unreported. In return for these
campaign contributions, Mr. Duncan’s took actions against his business judgment in continuing
the Stop Arm Camera Program and authorizing a lucrative severance for Dr. Sorrells, despite Dr.
Sorelells’ rampant bribery, fraud, and corruption that was well known as the time of Dr. Sorrells’
resignation.
125. DCS suffered damages proximately caused by Dr. Sorrells’s and Larry Duncan’s
egregious conduct, including their intentional reception of bribes and campaign contributions, in
return for actions to the detriment of the entity they were charged with leading.
Count 7: Civil Conspiracy against the Conspiracy Defendants.
127. The Conspiracy Defendants are a combination of two or more persons.
128. One object of the combination was to accomplish unlawful purposes or a lawful
purpose by unlawful means.
129. Each of the members of this conspiracy had a meeting of the minds on the course
of action.
130. One or more of the members committed an unlawful act to further the object or
_____________________________________________________________________________________________
138. Since FMS transferred its assets and liabilities, DCS has been unable to recover
monies due to it under its agreements with FMS. Thus, FMS’s fraudulent transfer has caused DCS
to incur damages.
139. Robert Leonard receives $25,000.00 per month in a benefit of FMS’ fraudulent
transfer of substantially all its assets. Robert Leonard is a subsequent transferee of FMS’ fraudulent
transfer and pursuant to the Uniform Fraudulent Transfer Act §24.009(b)(1)-(2), is also liable
FMS’ fraudulent transfer.
140. DCS seeks to avoid the transfer or the recovery of the fraudulently transferred
property or, alternatively, an award of damages in the amount of the value of the property
fraudulently transferred.
141. Additionally, pursuant to the Texas Uniform Fraudulent Transfer Act
§24.008(3)(b), DCS seeks an order from the Court appointing a receiver over Robert Leonard to
take charge of the monthly payments made and due to him because of FMS’ fraudulent transfer.
Count 9: Fraud in Real Estate Transactions Pursuant to Business and Commerce

Code §27.01 et seq against the Conspiracy Defendants.
143. The Conspiracy Defendants, by and through the actions described supra, made
numerous misstatements of material fact, especially regarding the functionality and profitability
of the Stop Arm Camera Program, and such misrepresentations were made to induce DCS to enter
into the Stop Arm Camera Program.
144. DCS relied upon these representations to its detriment.
145. As a result of the reliance on the Conspiracy Defendants misrepresentations, DCS
was placed into an untenable financial situation.

_____________________________________________________________________________________________
152. Because certain corporate Conspiracy Defendants were used as a sham to perpetrate
a fraud for the personal benefit other Conspiracy Defendants, applicable law and equity dictate
that those Conspiracy Defendants be held personally liable for the acts and omissions of all other
Conspiracy Defendants complained of herein. Further, upon information and belief, each corporate
Conspiracy Defendant is the alter-ego of each other corporate Conspiracy Defendant, as well as
every individual Conspiracy Defendant, such that the Court may impose liability upon all
Conspiracy Defendants, jointly and severally, for the wrongful actions of any of the Conspiracy
Defendants.
IX. ALTER EGO LIABILITY
154. Upon information and belief, Robert Leonard is jointly and severally liable for the
wrongful conduct of FMS and for the payment of judgments identified in the paragraphs above
because Robert Leonard is the alter ego of FMS.
155. Leonard has served as the Chief Executive Officer, Director, and Executive Vice
President of FMS. He frequently used company and its funds to further fraud upon DCS, such as
bribing Sorrells and contributing to Duncan’s campaign. Furthermore, Leonard intentionally
diverted company assets for his own personal use.
156. Upon information and belief, all transactions entered into by FMS were created and
furthered by Robert Leonard. He had sole authority to enter into these transactions. As discussed
at length above, FMS used its corporate structure to perpetuate fraud against DCS and to evade its
obligation to pay monies due to DCS under its agreements.
157. For the aforementioned reasons, DCS asserts that Robert Leonard is personally
_____________________________________________________________________________________________
X. EXEMPLARY DAMAGES
163. Defendants’ actions and inactions in harming DCS warrant the award of exemplary
damages against them of two times the amount of actual damages. Such an award is appropriate
concerning the severe nature of the wrongs, the deplorable character of the conduct involved, the
high degree of culpability of the wrongdoers, the situation and sensibilities of the parties
concerned, the substantial offense upon the public sense of justice and propriety in Defendants’
scamming hundreds of thousands of taxpayers and jeopardizing the financial vulnerability of
thousands of young students and their school systems, as well as the net worth of the Defendants
who made millions from their bad acts.
XI. REQUEST FOR DISCLOSURE
164. Pursuant to Rule 194 of the Texas Rules of Civil Procedure, DCS requests that
Defendants disclose, with 50 days of service, the information or material described in Rule 194.2.
XII. PRAYER FOR RELIEF
WHEREFORE, PREMISES CONSIDERED, Plaintiff Dissolution Committee for the
Former Board of Trustees for Dallas County Schools respectfully prays that Defendants be cited
to appear and show cause and answer herein, and that upon hearing and/or trial that the Court
award relief in favor of DCS against Defendants, as follows:
a. actual damages;
b. exemplary damages pursuant to Section 41.007 of the Texas Civil Practices and
Remedies Code;
c. threefold damages, costs of suit, and a reasonable attorneys’ fee under 18 U.S.C §
1962(c);
_____________________________________________________________________________________________
Dated: July 27 , 2018 Respectfully submitted:
/s/ Stephanie D. Curtis

Stephanie D. Curtis
Texas State Bar No. 05286800
Mark A. Castillo
Christopher L. Harbin
Curtis | Castillo PC
901 Main Street, Suite 6515
Dallas, Texas 75202
Telephone: 214.752.2222
Facsimile: 214.752.0709
scurtis@curtislaw.net
mcastillo@curtislaw.net
charbin@curtislaw.net
COUNSEL FOR THE DISSOLUTION

COMMITTEE FOR THE FORMER
BOARD OF TRUSTEES OF DALLAS
COUNTY SCHOOLS
_____________________________________________________________________________________________
Count 2: Breach of Contract Against FMS.
95. DCS and FMS entered into enforceable agreements, including, but not limited to,
the FMS APA, the FMS Services Agreement, and the FMS Technology License Agreement.
96. FMS breached the FMS APA by failing to deliver the agreed upon stop arm
cameras to DCS.
97. FMS breached the FMS Services Agreement by failing to remit to DCS monies due
under the Services Agreement. In accordance with the Services Agreement, FMS was to pay DCS
$400,000.00 per month plus $15.00 per citation for operating the Stop Arm Camera Program
outside Dallas County. While DCS continuously operated the program as required by the Services
Agreement, FMS failed to fulfill its own obligations. Ultimately, DCS was forced to send a letter
to FMS demanding remittance of the funds owed.
98. Moreover, FMS breached the FMS Technology License Agreement by assigning
its provisions to another company. Per the FMS Technology License Agreement, FMS granted
DCS a full and exclusive right to license the Stop-Arm Bus Camera Program technology
throughout Texas. By thereafter assigning the exact same license to another entity, FMS breached
an explicit and material term of its agreement with DCS.
100. DCS has been damages by FMS’s breach of contract.
Count 3: Breach of Contract Against ELF Marketing.
_____________________________________________________________________________________________
102. DCS and ELF Marketing entered into a valid and enforceable agreement.
103. ELF Marketing breached the contract by failing to perform consulting services
required by the agreement and by failing to submit detailed invoices to DCS for work ELF
allegedly performed.
105. DCS has been damaged by ELF Marketing’s breach of contract.
Count 4: Breach of Contract Against ELGA
107. DCS and ELGA entered into a valid and enforceable agreements regarding
financing for the Stop Arm Camera Program.
108. Upon information and belief, ELGA entered into intentionally inflated and trumped
up financing arrangements with DCS to further the Stop Arm Camera Program conspiracy.
109. These inflated and trumped up financing arrangements are material breaches of the
agreements.
111. DCS has been damaged by ELGA’s breach of contract.
Count 5: Fraud Against the Conspiracy Defendants.
113. DCS repeats, realleges, and incorporates the allegations contained in the foregoing
paragraphs as fully set forth herein.
114. In concert with the other Conspiracy Defendants, FMS and its principal Robert
_____________________________________________________________________________________________
Leonard represented to DCS that the Technology License Agreement, which granted DCS the
exclusive right to operate the Stop Arm Camera Program throughout the state of Texas, would be
a functional and economic boom to DCS and would generate substantial amounts of revenue for
DCS for the benefit of its taxpayers. In exchange for the exclusive right to operate the Stop Arm
Camera Program throughout Texas, DCS paid FMS $25,000,000. Now, only four years later, the
license has shown to be worth merely pennies on the dollar.
115. The statements from FMS and Robert Leonard regarding the functionality and
profitability of the Technology License Agreement were untrue.
116. In reliance upon FMS’s and Robert Leonard’s representations, DCS continued to
spend exorbitant funds to operate the Stop-Arm Camera Program while receiving minimal return.
Over the span of five years, DCS paid approximately $69,958,747.00 in connection with the Stop-
Arm Camera Program and incurred millions more in financial obligations. Of this amount, in
addition to the ELGA loans, approximately $28,201.00 was paid to Robert Leonard and
$19,000,000.00 ion direct obligations in a promissory note with FMS. Although the program
continued to drain DCS’s funds, Leonard continuously made representations regarding the
impending success of the Stop-Arm Camera Program, when in fact he knew that it was failing and
would continue to do so. Thus, DCS detrimentally relied on FMS and Robert Leonard’s
representations to its detriment.
117. In addition to the fraudulent misrepresentations made by FMS and Leonard, and as
explained in detail in the factual summary supra, the Conspiracy Defendants worked in concert to
perpetrate the fraud on DCS, including numerous insider transactions regarding the Stop-Arm
Camera Program and the Sale-Leaseback Transaction.
118. The fraud perpetrated by the Conspiracy Defendants caused damage to DCS and
_____________________________________________________________________________________________
its taxpayers in an amount over $125,000,000.00.
119. Pursuant to Section 41.003 of the Texas Civil Practice and Remedies Code, DCS
seeks exemplary damages due to the Conspiracy Defendants’ fraud.
Count 6: Breach of the Duty of Loyalty Against Dr. Rick Sorrells and Larry Duncan.
121. As the Superintendent of DCS, Dr. Rick Sorrells had a duty of loyalty and to
provide honest services to DCS. As Superintendent of DCS, Sorrells had the authority to enter into
contracts and to purchase equipment for DCS.
122. Instead of upholding his fiduciary duty to DCS, Sorrells intentionally allowed
himself to be influenced by Robert Leonard and the other Conspiracy Defendants. He further
breached his duty by accepting bribes and kickbacks of over $3,000,000.00 from the Conspiracy
Defendants and giving favorable treatment in the form of lucrative contracts to the Conspiracy
Defendants regarding the Stop Arm Camera Program and the Sale-Leaseback Transaction. Such
contracts and bribes continued in the face of FMS’s poor performance and against Sorrells’s
business judgment. In fact, he entered into contracts with FMS, even though he would not have
done so if he had not been receiving payments from the Conspiracy Defendants.
123. With DCS suffering and the Stop-Arm Camera Program failing, Sorrells continued
to enter into agreements with FMS. To fund these transactions, Sorrells signed the Master
Government Obligation Contract on behalf of DCS. Although he was presented with lending
options with better terms and lower costs, Sorrells continued to choose ELGA to fund the ventures.
Ultimately, because of the guidance of Sorrells, DCS entered into a promissory note with FMS in
the amount of $18,000,000.00 and twelve separate promissory notes payable to ELGA at a cost of
_____________________________________________________________________________________________
Case 3:18-cr-00169-N Document 1 Filed 04/02/18 Page 4 of 10 PageID 4
Count One
Conspiracy to
to Commit Honest Services
Services Wire Fraud
[Violation
[Violation of
of 18 U.S.C. §
18 U.S.C. § 1349]
1349]
10.
10. All preceding paragaphs
paragraphs of this
this Information are realleged
Information are realleged and incorporated
incorporated by
by
reference as if
reference as if set
set forth
forth fully
fully herein.
herein.
11.
11. From in
in or
or around 2011 to
to in
in or
or around
around 2017,
2017, in the Dallas
in the Dallas Division of the
Division of the
Northern District
District of Texas and elsewhere,
elsewhere, the
the defendant,
defendant, Sorrells,
Sorrells, Person A,
A, Swartwood,
and others
others known and unknown, unlawfully,
unlawfully, willfully,
willfully, and
and knowingly
knowingly did
did combine,
combine,
conspire,
conspire, confederate
confederate and agree
agree together
together and with
with each
each other
other to
to violate
violate Title
Title 18,
18, United
United
States
States Code,
Code, Sections
Sections 1343 and 1346.
1343 and 1346.
12.
12. It
It was a part
part and object
object of the conspiracy
ofthe conspiracy that
that Sorrells,
Sorrells, Person
Person A,
A, Swartwood,
Swartwood, and
others
others known and unknown, willfully and knowingly,
willfully and knowingly, having
having devised intending to
devised and intending t0
devise a scheme and artifice

altifice to
to defraud,
defraud, and to
to deprive
deprive DCS and the
the citizens
citizens of Dallas
Dallas
County of its
its intangible
intangible right
right to
to Sorrells' honest services
Sorrells’ honest services as a public
as a public servant,
servant, would and
did transmit and cause

cause to
to be
be transmitted
transmitted by
by means of
of wire
wire communication in
in interstate
interstate
foreign commerce,
and foreign commerce, writings,
writings, signs,
signs, signals, pictures, and
signals, pictures, and sounds
sounds for
for the purpose of
the purpose
executing such scheme and artifice,

artifice, in
in violation
violation ofTitle
ofTitle 18,
18, United
United States
States Code,
Code, Sections
Sections
1343 and 1346, to wit,

1346, to wit, Sorrells, while serving
Sorrells, while serving as the superintendent
as the ofDCS,
superintendent of DCS, would take
take
official
official action
action favorable
favorable to
to Company A,
A, including
including entering
entering into
into contracts
contracts and licensing
licensing
agreements on behalf of
0n behalf ofDCS
DCS and purchasing
purchasing school-bus-camera
school-bus—camera equipment,
equipment, in
in return
return for
for
payments from
fi'om Person A,
A, which were often
ofien funneled
funneled to
t0 Sorrells
Sorrells through
through pass
pass through-
Information-
Information - Page 4
4 of
of 10
10
course of action.
131. DCS suffered injury as a proximate result of the wrongful act.
Count 8: Uniform Fraudulent Transfer Act §§24.005 and 24.006 Against FMS and
Robert Leonard.
133. DCS was a creditor of FMS because FMS was obligated to make certain payments
to DCS under contracts related to the Stop-Arm Bus Camera Program.
134. On August 16, 2017 and November 27, 2017, FMS transferred substantially all of
its assets, including assets that had been exclusively licensed to DCS, to another entity for the
benefit of Robert Leonard, and FMS ceased doing business shortly thereafter.
135. Upon information and belief, FMS transferred substantially all of its assets with the
actual intent to hinder, delay, or defraud DCS. Specifically, in doing so, FMS intentionally
prevented DCS from obtaining collection of the amounts owed under its agreements.
136. Shortly after the transfer of all of its assets and liabilities, FMS apparently ceased
to operate. This transfer was taken to accomplish two objectives. First, to shield FMS from the
impending repercussions of the massive fraud and conspiracy forwarded by its management.
Second, to hinder DCS’s recovery of monies owed by tying such funds up in payments to Robert
Leonard.
137. Alternatively, FMS made the transfer of substantially all of its assets without
receiving reasonably equivalent value and (a) was engaged or was about to engage in a business
or a transaction for which the remaining assets of FMS were unreasonably small in relation to the
business or transaction; or (b) intended to incur or believed or reasonably should have believed
that FMS would incur, debts beyond FMS’ ability to pay as they became due.
_____________________________________________________________________________________________
138. Since FMS transferred its assets and liabilities, DCS has been unable to recover
monies due to it under its agreements with FMS. Thus, FMS’s fraudulent transfer has caused DCS
to incur damages.
139. Robert Leonard receives $25,000.00 per month in a benefit of FMS’ fraudulent
transfer of substantially all its assets. Robert Leonard is a subsequent transferee of FMS’ fraudulent
transfer and pursuant to the Uniform Fraudulent Transfer Act §24.009(b)(1)-(2), is also liable
FMS’ fraudulent transfer.
140. DCS seeks to avoid the transfer or the recovery of the fraudulently transferred
property or, alternatively, an award of damages in the amount of the value of the property
fraudulently transferred.
141. Additionally, pursuant to the Texas Uniform Fraudulent Transfer Act
§24.008(3)(b), DCS seeks an order from the Court appointing a receiver over Robert Leonard to
take charge of the monthly payments made and due to him because of FMS’ fraudulent transfer.
Count 9: Fraud in Real Estate Transactions Pursuant to Business and Commerce

Code §27.01 et seq against the Conspiracy Defendants.
143. The Conspiracy Defendants, by and through the actions described supra, made
numerous misstatements of material fact, especially regarding the functionality and profitability
of the Stop Arm Camera Program, and such misrepresentations were made to induce DCS to enter
into the Stop Arm Camera Program.
144. DCS relied upon these representations to its detriment.
145. As a result of the reliance on the Conspiracy Defendants misrepresentations, DCS
was placed into an untenable financial situation.

_____________________________________________________________________________________________
146. Furthermore, the Conspiracy Defendants made material misrepresentations
regarding the Sale Leaseback Transaction, including misrepresentations regarding the value of the
property and non-arms-length nature of the Sale Leaseback transaction. DCS relied upon such
representations to their detriment.
147. Because the misrepresentations by the Conspiracy Defendants were intentionally
made to defraud DCS, the Conspiracy Defendants are liable to DCS for actual and exemplary
damages, as well as reasonable and necessary attorneys’ fees, expert witness fees, costs for copies
of depositions, and costs of court.
Count 10: Attorneys’ Fees.
149. DCS claims its reasonable and necessary attorneys’ fees pursuant to 18 U.S.
§1964(c) and Chapter 38 of the Texas Civil Practice and Remedies Code.
VIII. PIERCING THE CORPORATE VIEL

AGAINST THE CONSPIRACY DEFENDANTS
151. While shareholders of corporations and members of limited liability companies are
generally shielded from personal liability for corporate or company obligations, when these same
shareholders or members abuse the company privilege, courts will disregard the legal fiction and
hold them personally liable. The Texas Supreme Court has held that Texas courts should take a
flexible, fact-specific approach because the purpose of the corporate veil doctrine is to prevent use
of the corporate entity as a cloak for fraud or illegality or to work an injustice, and that purpose
should not be thwarted.

_____________________________________________________________________________________________
152. Because certain corporate Conspiracy Defendants were used as a sham to perpetrate
a fraud for the personal benefit other Conspiracy Defendants, applicable law and equity dictate
that those Conspiracy Defendants be held personally liable for the acts and omissions of all other
Conspiracy Defendants complained of herein. Further, upon information and belief, each corporate
Conspiracy Defendant is the alter-ego of each other corporate Conspiracy Defendant, as well as
every individual Conspiracy Defendant, such that the Court may impose liability upon all
Conspiracy Defendants, jointly and severally, for the wrongful actions of any of the Conspiracy
Defendants.
IX. ALTER EGO LIABILITY
154. Upon information and belief, Robert Leonard is jointly and severally liable for the
wrongful conduct of FMS and for the payment of judgments identified in the paragraphs above
because Robert Leonard is the alter ego of FMS.
155. Leonard has served as the Chief Executive Officer, Director, and Executive Vice
President of FMS. He frequently used company and its funds to further fraud upon DCS, such as
bribing Sorrells and contributing to Duncan’s campaign. Furthermore, Leonard intentionally
diverted company assets for his own personal use.
156. Upon information and belief, all transactions entered into by FMS were created and
furthered by Robert Leonard. He had sole authority to enter into these transactions. As discussed
at length above, FMS used its corporate structure to perpetuate fraud against DCS and to evade its
obligation to pay monies due to DCS under its agreements.
157. For the aforementioned reasons, DCS asserts that Robert Leonard is personally
_____________________________________________________________________________________________
liable for the actions taken by his corporate structures and entities to the detriment of DCS.
158. Slater Swartwood Sr. is jointly and severally liable for the wrongful conduct of
Anrock and Cambridge and for the payment of judgments identified in the paragraphs above
because Slater Swartwood Sr. is the alter ego of Anrock and Cambridge.
159. Slater Swartwood, Sr., used the corporate structures of Anrock and Cambridge as a
sham to perpetrate a fraud against DCS by funneling bribes and laundering money through these
corporations. Accordingly, Slater Swartwood, Sr. is personally liable for the actions taken by his
corporate structures and entities to the detriment of DCS.
160. Upon information and belief, Slater Swartwood, Jr. is jointly and severally liable
for the wrongful conduct of ELF and for the payment of judgments identified in the paragraphs
above because he is the alter ego of ELF. Slater Swartwood, Jr., used the corporate structure of
ELF marketing as a sham to perpetrate a fraud related to the Stop Arm Camera Program, and,
accordingly, he is personally liable for the actions taken by ELF to the detriment of DCS.
161. Upon information and belief, Lee Trebels is jointly and severally liable for the
wrongful conduct of Wedgewood and for the payment of judgments identified in the paragraphs
above because Lee Trebels is the alter ego of Wedgewood. Upon information and belief, Lee
Trebels used the corporate structure of Wedgewood as a sham to perpetrate a fraud, and,
accordingly, he is personally liable for the actions taken by Wedgewood to the detriment of DCS.
162. Upon information and belief, Brian Trebels jointly and severally liable for the
wrongful conduct of ELGA and for the payment of judgments identified in the paragraphs above
because Brian Trebels is the alter ego of ELGA. Upon information and belief, Brian Trebels used
the corporate structure of ELGA as a sham to perpetrate a fraud, and, accordingly, he is personally
liable for the actions taken by ELGA to the detriment of DCS.
_____________________________________________________________________________________________
X. EXEMPLARY DAMAGES
163. Defendants’ actions and inactions in harming DCS warrant the award of exemplary
damages against them of two times the amount of actual damages. Such an award is appropriate
concerning the severe nature of the wrongs, the deplorable character of the conduct involved, the
high degree of culpability of the wrongdoers, the situation and sensibilities of the parties
concerned, the substantial offense upon the public sense of justice and propriety in Defendants’
scamming hundreds of thousands of taxpayers and jeopardizing the financial vulnerability of
thousands of young students and their school systems, as well as the net worth of the Defendants
who made millions from their bad acts.
XI. REQUEST FOR DISCLOSURE
164. Pursuant to Rule 194 of the Texas Rules of Civil Procedure, DCS requests that
Defendants disclose, with 50 days of service, the information or material described in Rule 194.2.
XII. PRAYER FOR RELIEF
WHEREFORE, PREMISES CONSIDERED, Plaintiff Dissolution Committee for the
Former Board of Trustees for Dallas County Schools respectfully prays that Defendants be cited
to appear and show cause and answer herein, and that upon hearing and/or trial that the Court
award relief in favor of DCS against Defendants, as follows:
a. actual damages;
b. exemplary damages pursuant to Section 41.007 of the Texas Civil Practices and
Remedies Code;
c. threefold damages, costs of suit, and a reasonable attorneys’ fee under 18 U.S.C §
1962(c);
_____________________________________________________________________________________________
d. an order appointing a receiver of Robert Leonard pursuant to Uniform Fraudulent
Transfer Act §24.008(3)(b).
e. reasonable and necessary attorneys’ fees;
f. pre- and post-judgment interest;
g. costs of court;
h. and such further and other relief, whether at law or in equity, to which DCS shows
itself justly entitled.
_____________________________________________________________________________________________
Dated: July 27 , 2018 Respectfully submitted:
/s/ Stephanie D. Curtis

Stephanie D. Curtis
Mark A. Castillo
Christopher L. Harbin
Curtis | Castillo PC
Dallas, Texas 75202
Telephone: 214.752.2222
Facsimile: 214.752.0709
scurtis@curtislaw.net
mcastillo@curtislaw.net
charbin@curtislaw.net
COUNSEL FOR THE DISSOLUTION

COMMITTEE FOR THE FORMER
BOARD OF TRUSTEES OF DALLAS
COUNTY SCHOOLS
_____________________________________________________________________________________________
Exhibit A
COURT
IN THE UNITED STATES DISTRICT -
FOR THE NORTHERN DISTRICT 0F TEXA§

DALLAS DIVISION
,1,
x"
2‘96 , W
l. , {K's
UNITED STATES OF AMERICA
V-
NO.
RICKY DALE SORRELLS (Related to Case No. 3:17-CR-678-M)
3'18vCR-169'N
INFORMATION
The United States Attorney Charges:
Introduction
1. From in or around 2011 t0 in or around 2017, Person A, the president of Company
A, a technology company that put cameras 0n school buses, paid Ricky Dale Sorrells,
the superintendent 0f Dallas County Schools (DCS), in excess of $3 million in bribe and
kickback payments in exchange for favorable official action, including Sorrells’ decision
to enter into contracts and licensing agreements on behalf of DCS and to purchase
school-bus—camera equipment.
2. To disguise the bribe and kickback payments made to Sorrells, Person A funneled
a significant portion of the illicit payments through various pass-through companies
created and operated by his business associate, Slater Washburn Swartwood, Sr., as well
as through a law film. Person A also created an account in the name of a nonexistent
company so he could conceal payments that he made toward Sorrells’ credit card debt.
3. To further disguise the bribe and kickback payments, Sorrells received a portion
Information - Page 1 of 10
of the payments through shell companies which he created in his and/or a family
member’s name(s) at Person A’s behest.
4. In an effort to obscure the illegal purpose of the payments fiom Person A to

Sorrells, the coconspirators created fake consulting agreements, fake invoices, a fake real
estate business, fake loan documents, discussed tying all past payments fiom Person A to
Sorrells to the “note,” conspired to have Sorrells begin making payments on the “loan,”
after which Person A would “recycle” the money back to Sorrells, and created a
document with a narrative to ensure that they all had their stories straight.
5. In total, Sorrells received more than $3 million in bribe and kickback payments
fiom Person A to help secure over $70 million in contracts, agreements, and orders for
Company A, all ofwhich the coconspirators concealed from DCS, its board, and the
taxpayers who funded DCS. DCS. for its part, made just pennies on the dollar under the
agreements that Sorrells, on DCS’s behalf, entered into with Company A, leaving the
agency in severe debt and teetering 0n the verge of bankruptcy.
Dug of Honest Services
6. Until March 2017, Sorrells was the superintendent of DCS. In that capacity, he
had authority t0 enter into contracts on DCS’s behalf that exceeded $50,000 and had the
authority over purchasing, including equipment orders.
7. Sorrells was a public servant as a result of his position. Sorrells owed a duty of
honest services to the citizens 0f Dallas County and his employer to perform the duties
and
and responsibilities
responsibilities of
0f his
his office
office free
free from bias,
bias, conflicts
conflicts of
0f interest,
interest, self-enrichment,
self—enrichment, self-
self-
dealing,
dealing, concealment, deceit, fraud,
concealment, deceit, fiaud, kickbacks,
kickbacks, and
and bribery.
bribery.
8.
8. DCS and the
the citizens
citizens of Dallas County
0f Dallas County expected,
expected, and were entitled
and were to receive,
entitled t0 receive,
Sorrells’ honest
Sorrells' honest services
services in
in his
his fulfillment
fulfillment of
of his
his employment responsibilities. It
employment responsibilities. It was
was aa
violation
violation of Sorrells’ duty,
0f Sorrells' duty, and ofDCS's
of DCS’S and
and the
the citizens
citizens of
0f Dallas
Dallas County's
County’s rights
rights to
to his
his
honest
honest services,
services, for Sorrells to
for Sorrells to accept
accept bribe
bribe and kickback
kickback payments
payments from
fiom aa vendor,
vendor, such
such
as
as Company A, whose contracts,
contracts, agreements,
agreements, and
and purchase
purchase orders Sorrells participated
orders Sorrells participated in
in
awarding.
awarding.
9.
9. By paying
paying and causing the payment
causing the payment ofbribes
ofbribes and
and kickbacks
kickbacks to Sorrells, Person
to Sorrells, Person A
deprived
deprived DCS and the
the citizens
citizens of Dallas County
ofDallas County of
0f their right to
their right Sorrells’ honest
t0 Sorrells' honest services
services
in
in the fulfillment of
the fulfillment of his
his employment
employment responsibilities.
responsibilities.
Information- Page 33 oflO

Information - Page of 10
Count One
Conspiracy to
to Commit Honest Services
Services Wire Fraud
[Violation
[Violation of
of 18 U.S.C. §
18 U.S.C. § 1349]
1349]
10.
10. All preceding paragaphs
paragraphs of this
this Information are realleged
Information are realleged and incorporated
incorporated by
by
reference as if
reference as if set
set forth
forth fully
fully herein.
herein.
11.
11. From in
in or
or around 2011 to
to in
in or
or around
around 2017,
2017, in the Dallas
in the Dallas Division of the
Division of the
Northern District
District of Texas and elsewhere,
elsewhere, the
the defendant,
defendant, Sorrells,
Sorrells, Person A,
A, Swartwood,
and others
others known and unknown, unlawfully,
willfully, and
and knowingly
knowingly did
did combine,
combine,
conspire,
confederate and agree
agree together
together and with
with each
each other
other to
to violate
violate Title
Title 18,
18, United
United
States
States Code,
Code, Sections
1343 and 1346.
12.
12. It
It was a part
part and object
object of the conspiracy
ofthe conspiracy that
that Sorrells,
Sorrells, Person
Person A,
A, Swartwood,
Swartwood, and
others
others known and unknown, willfully and knowingly,
willfully and knowingly, having
having devised intending to
devised and intending t0
devise a scheme and artifice

altifice to
to defraud,
defraud, and to
to deprive
deprive DCS and the
the citizens
citizens of Dallas
Dallas
County of its
its intangible
intangible right
right to
to Sorrells' honest services
Sorrells’ honest services as a public
as a public servant,
servant, would and
did transmit and cause

cause to
to be
be transmitted
transmitted by
by means of
of wire
wire communication in
in interstate
interstate
foreign commerce,
and foreign commerce, writings,
writings, signs,
signs, signals, pictures, and
signals, pictures, and sounds
sounds for
for the purpose of
the purpose
executing such scheme and artifice,

artifice, in
in violation
violation ofTitle
ofTitle 18,
18, United
United States
States Code,
Code, Sections
Sections
1343 and 1346, to wit,

1346, to wit, Sorrells, while serving
Sorrells, while serving as the superintendent
as the ofDCS,
superintendent of DCS, would take
take
official
official action
action favorable
favorable to
to Company A,
A, including
including entering
entering into
into contracts
contracts and licensing
licensing
agreements on behalf of
0n behalf ofDCS
DCS and purchasing
purchasing school-bus-camera
school-bus—camera equipment,
equipment, in
in return
return for
for
payments from
fi'om Person A,
A, which were often
ofien funneled
funneled to
t0 Sorrells
Sorrells through
through pass
pass through-
Information-
4 of
of 10
10
family
family member's
member’s name to
t0 receive
receive the
the payments.
payments. The first payment corresponded
first payment corresponded with
with
DCS'
DCS’ss first
first purchase
purchase of
0f cameras from Company A.
A. The money was sent
sent to
to Sorrells
Sorrells from
a law firm,
firm, although
although Sorrells
Sorrells was fully
fully aware that he
aware that he was being
being paid
paid by
by Person
Person A.
A.
Subsequent payments
payments to
t0 Allegro
Allegro followed
followed a
a similar pattern.
similar pattern.
10.
10. Sorrells
Sorrells understood
understood almost
almost immediately
immediately that
that the
the "consulting" he was doing
“con§u1ting” he doing
for
for Person A was merely
merely a
a front,
front, and
and that Person A was paying
that Person paying him to
to secure
secure favorable
favorable
official
official action
action for
for Company A,
A, including
including the purchase of
the purchase of additional
additional cameras.
cameras. Despite
Despite
doing only
only approximately
approximately 20 to
to 30 hours
hours of
of internet
internet research
research for Person A,
for Person Person A paid
A, Person paid
Sorrells,
Sorrells, via
Via the
the law firm,
firm, $50,000.
$50,000. Beyond this,
this, Sorrells
Sorrells did no work--consulting
did no work—consulting or
or
otherwise-for
otherwise—for Person
Person A or
or Company A for
for the remainder of
the remainder of the
the conspiracy.
conspiracy.
11.
11. To conceal
conceal the
the true
true purpose
purpose of
of the Person A created
payments, Person
the payments, created aa fake
fake
Craigslist
Craigslist advertisement and told
told Sorrells
Sorrells to
to respond
respond to it, after
to it, after which a lawyer would be
a lawyer be
his
his contact.
contact. Sorrells,
Sorrells, per
per Person A's
A’s advice,
advice, also
also communicated with Person A about
with Person
Allegro using aa family

family member's
member’s email address
address in order
'in
order to
to separate himself from the
separate himself the
bribe
bribe and kickback payments.
kickback payments.
12.
12. To conceal
conceal the
the bribe
bribe and kickback payments, Person A also
kickback payments, asked Sorrells
also asked Sorrells
to
to open a
a second shell
shell company,
company, Photon IT Product
Product Development,
Development, Inc.
Inc. (Photon).
(Photon). Sorrells
Sorrells
had no experience in
in IT and did
did no work for
for Person
Person A through
through Photon. Nonetheless,
Photon. Nonetheless,
Person A provided Sorrells

Sorrells with
with a
a template
template to create aa fake
to create fake consulting
consulting agreement for
for
Photon.
Photon. Person
Person A also
also instructed
instructed Sorrells
Sorrells to
to submit
submit fake invoices for
fake invoices for "consulting"
“consulting” work
to
to disguise
disguise bribe
bribe and kickback payments,
payments, which Sorrells did on less
Sorrells did less than
than five occasions.
five occasions.
Factual Resume-Page
Resume—Page 44
(Cambridge), and Amock

Anrock Realty
Realty Services,
Services, LLC (Anrock),
(Amock), after
after which
which Swartwood,
Swartwood, at
at
Person A’s
Person A's direction,
direction, would pay
pay Sorrells or shell
Sorrells or shell companies
companies that Sorrells controlled.
that Sorrells controlled.
17.
17. Person A also
Person also caused
caused approximately
approximately $800,000
$800,000 in bribe and kickback
in bribe payments to
kickback payments to
be transferred
be transferred to
t0 a law firm, after Which
firm, afier which the
the law
law firm,
firm, at
at Person
Person A's
A’s direction,
direction, would pay
pay
Sorrells or
Sorrells 0r shell
shell companies that Sorrells controlled.
that Sorrells controlled.
18.
18. As part
part of
0f the conspiracy,
conspiracy, and
and as
as a
a further
further act
act of
of concealment, Person A directed
concealment, Person directed
Sorrells to
Sorrells t0 open shell
shell companies in
in a
a family
family member's
member’s name and/or
and/or his
his name,
name, including
including
Allegro Research and Consulting

Consulting (Allegro),
(Allegro), Photon
Photon IT
IT Product
Product Development,
Development, Inc.
Inc.
(Photon),
(Photon), and Sreig
Sreig International
International (Sreig),
(Sreig), so
so it
it did
did not
not appear
appear that
that Sorrells was directly
Sorrells was directly
receiving
receiving payments.
payments.
19.
19. Person A,
A, at
at various times during
various times during the
the conspiracy, had Sorrells
conspiracy, had Sorrells submit phony
submit phony
"consulting"
“consulting” invoices
invoices in
in an attempt
attempt to
t0 grant
grant the
the bribe
bribe and
and kickback payments an
kickback payments an air
air of
of
legitimacy. The coconspirators

coconspirators also
also created
created fake
fake real
real estate
estate referrals that Sorrells
referrals that Sorrells
allegedly supplied so
so payments to him could
payments t0 could be justified as
be justified as a
a fee.
fee.
20.
20. Person
Person A,
A, at
at some point
point during
during the
the conspiracy,
conspiracy, decided
decided that all past
that all past and
and future
filture
payments to Sorrells were better

to Sorrells better concealed
concealed as
as a
a "loan."
“loan.”
21.
21. At various points during
various points during the conspiracy, Person
the conspiracy, Person A discussed
discussed having Sorrells start
having Sorrells start
to
t0 make payments on the
the loan
loan to
t0 make it
it appear
appear legitimate, but Person
legitimate, but Person A assured
assured Sorrells
Sorrells
that
that he would recycle
he recycle the
the fake payments back
fake payments back to
to Sorrells, potentially through
Sorrells, potentially through Pay Pal.
PayPal.
22.
22. In
In addition to bribe and kickback
to bribe payments made through
kickback payments through Swartwood's
Swartwood’s companies
companies
Information-
6 of 10
and the
the law firm,
firm, Person A also paid over
also paid over $200,000
$200,000 toward
toward Sorrells's
Sorrells’s credit
credit card
card and
and
student
student loan
loan debt.
debt.
23.
23. In order to
t0 disguise
disguise a
a portion
portion of these bribe
ofthese and kickback
bribe and kickback payments,
payments, Person
Person A
created and funded aa bank account

created account for a nonexistent
for a nonexistent company
company and
and then used the
then used the entity to
entity to
pay some of
pay 0f Sorrells'
Sorrells’ credit
credit card
card debt.
debt.
All in violation of 18
in Violation 18 U.S.C.
U.S.C. §
§ 1349.
1349.
Information-
Information - Page
Page 7
7 oflO
of 10
16.
16. In
In total,
total, Sorrells
Sorrells received
received over
over $3 million from Person
$3 million Person A,
A, which he spent
spent on
credit
credit card debt,
debt, trips,
trips, personal
personal expenses,
expenses, an
an apartment
apartment in
in New Orleans,
Orleans, and cars
cars and
jewelry, including
jewelry, including the
the cars
cars and jewelry
jewelry listed in the
listed in the forfeiture notice of the
forfeiture notice the Information.
Information.
In return
return for
for these
these payments,
payments, Sorrells,
Sorrells, on behalf
behalf of DCS, purchased
of DCS, purchased millions
millions of dollars
dollars
worth of cameras from Company A,

A, and
and entered
entered into
into agreements,
agreements, including
including a
a $25 million
million
asset
asset purchase/licensing
purchase/licensing agreement.
agreement.
117,
7. Sorrells
Sorrells knew that
that he was taking Person A and Person A,
bribes from Person
taking bribes A, in
in
making payments to
to Sorrells,
Sorrells, was absolutely
absolutely trying
trying to influence Sorrells'
to influence conduct as
Sorrells’ conduct a
as a
public
public servant.
servant. Although the
the payments
payments that
that Sorrells
Sorrells received
received came from various
various sources,
sources,
including several
several companies associated
associated with
with Swartwood,
Swartwood, Sorrells
Sorrells was fully
fully aware that
that all
all
of the
the payments were made by
by Person
Person A.
A.
18.
18. Sorrells
Sorrells had no shell
shell companies pn'or
prior to
to meeting Person
Person A.
A. Person A was
fully
fully aware that
that Sorrells,
Sorrells, as
as the
the superintendent
superintendent of
of DCS, had great
great latitude
latitude over DCS's
over DCS’s
business and had the

the authority
authofity to
to enter
enter into
into contracts
contracts and to
to purchase
purchase camera equipment.
equipment.
Person A understood Sorrells

Sorrells authority
authority before he made the
before he the first payment. Person A
bribe payment.
first bribe
would often tell

tell Sorrells
Sorrells that “we are
that "we are pressing
pressing forward" with the
forward” with the camera program and
then ask him whether he needed any

any money. Person A often
often reminded Sorrells
Sorrells of the
the
payments he was providing in

in conjunction
conjunction with
With DCS 's decisions
DCS’s decisions regarding
regarding Company A.
If
If Sorrells
Sorrells put up any
any resistance
resistance to
to the
the purchase of additional
purchase 0f additional cameras,
cameras, Person A would
tell
tell Sorrells
Sorrells things like “NOW II need your
like "Now your help
help and you
you aren’t
aren't around”
around" and "After
“After all
all I
I
have done for

for you,
you, you've
you’ve got
got to
to do this
this for
for me."
me.” Even though Company A performed
performed
poorly,
poorly, Sorrells,
Sorrells, on behalf of DCS, continued
continued to
to do business
business with
with them because
because Sorrells
Sorrells
Factual Resume-Page
Resume—Page 66
defendant:
defendant:
a.
a. cannot
cannot be
be located
located upon the
the exercise
exercise of
of due
due diligence;
diligence;
b.
b. has been transferred or sold
transferred or sold to,
to, or
or deposited
deposited with,
with, a third
third party;
party;
c.
c. has been placed
placed beyond
beyond the jurisdiction of
the jurisdiction the court;
ofthe court;
d.
d. has
has been substantially
substantially diminished
diminished in
in value;
value; or
or
e.
e. has
has been commingled with
with other
other property
property which cannot
cannot be divided
divided without
difficulty,
difficulty,
the
the United States
States of America shall
0f America shall be
be entitled
entitled to
t0 forfeiture
forfeiture of
0f substitute
substitute property pursuant
property pursuant
to
to 21
21 U.S.C.
U.S.C. §
§ 853(p),
853(p), as
as incorporated
incorporated by
by 28 U.S.C.
U.S.C. §
§ 246l(c).
2461(c).
Information -Page
- Page 9
9 of
of 10
10
ERIN NEALY COX

UNITED STATES ATTORNEY
ANDREW O. '
NI
Assistant
Assistant U · States Attorney
States Attorney
Texas Bar No. 24052287
Texas
JOSEPH A. A. MAGLIOLO
Assistant United States
Assistant United Attorney
States Attorney
1100 Commerce Street,
Street, Third Floor
Third Floor
Dallas, Texas 75242-1699
Dallas, Texas
Tel:
Tel: 214.659.8600
214.659.8600
Fax:
Fax: 214.659.8809
Information-
10 of
0f 10
10
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\I•,
i ~ ;· 1--: :~· 1·. :i ,·,

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IN COURT. i--i
1N THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF
DALLAS DIVISION
DIVISION
0F TE:XAS.~~f.7-,
TEXAS‘Wf-k,
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UNITED STATES OF
0F AMERICA ,
2;:.-..;»:.9Mr,m _ .
V.
V.
NO.
RICKY DALE SORRELLS
33 •" ll 8Cl• 6.9 N
80R- l1 6·9- N ..
FACTUAL RESUME
In
In support
support of Ricky
Ricky Dale Sorrells'
Sorrells’ plea
plea of guilty to
0f guilty the offense
to the offense in
in Count
Count One of
of the
the
Information,
Information, Sorrells,
Sorrells, the
the defendant,
defendant, Cynthia
Cynthia Barbare,
Barbare, the defendant's attorney,
the defendant’s attorney, and the
the
United States
States of America
Amen'ca (the
(the government)
government) stipulate
stipulate and agree
agree to
to the
the following:
following:
ELEMENTS OF THE OFFENSE
To prove the
the offense
offense alleged
alleged in
in Count One of the
the Information
Infonnation charging
charging a
a violation
Violation
of
0f 18 U.S.C. §
§ 1349,
1349, that
that is,
is, conspiracy
conspiracy to
to commit honest
honest services
services wire fraud in
wire fraud in violation
violation
of
0f 18 U.S.C. §§
§§ 1343 and 1346,
1346, the
the government must
must prove each of
0f the
the following
following
elements beyond aa reasonable doubtzl1

reasonable doubt:
First:
First: That the
the defendant
defendant and atat least
least one other person made an
other person an agreement
to
to commit thethe crime of conspiracy
conspiracy toto commit honest
honest services wire
services wire
fraud
fraud in
in violation
violation of 18
18 U.S.C.
U.S.C. §§§§ 1343 and 1346,
1346, as
as charged in the
in the
Information;
Information;
Second: That the

the defendant
defendant knew the
the unlawful
unlawful purpose
purpose of the
the agreement;
agreement; and
Third:
Third: That the
the defendant joined in
defendant joined in the
the agreement willfully,
willfully, that
that is, with the
is, with the
intent
intent to
to further
further the
the unlawful purpose.
purpose.
1
1
See United States

States v.
v. Simpson, 741 F.3d 539,
539, 547 (5th
(5th Cir.
Cir. 2014)
2014)
Factual Resume-Page
Resume—Page 11
The elements
’The elements of
of honest
honest services
services wire
wire fraud are as
fraud are as follows:
follows:
First:
First: That
That the
the defendant
defendant knowingly devised or
knowingly devised or intended to devise
intended to devise any
any
scheme to
to defraud,
defraud, as
as set
set forth
forth in the Information;
in the Information;
Second:
Second: That
That the
the scheme to
to defraud
defraud employed false material
employed false material pretenses
pretenses or
or
OmISStons;
omissions;
Third:
Third: That
That the
the defendant
defendant transmitted or caused
transmitted 0r caused to
to be
be transmitted by way of
transmitted by 0f
wire
wire communications,
communications, in interstate commerce,
in interstate commerce, any writing, sign,
any writing, sign,
signal,
signal, picture,
picture, or
or sound for the
sound for the purpose
purpose of
of executing
executing such scheme;
such scheme;
and
and
Fourth:
Fourth: That the
the defendant
defehdant acted with aa specific
acted with intent to
specific intent defraud. 2
to defraud?
STIPULATED FACTS
1.
1. The defendant
defendant agrees
agrees that
that the
the following facts are
following facts are true
true and correct
correct and
and that
that
his
his testimony
testimony at
at any
any trial
trial would reflect
reflect the
the same.
same.
2.
2. From in
in or
or around
around 2011
2011 to
to in
in or
or around
around 2017,
2017, in
in the
the Dallas Division of
Dallas Division the
of the
Northern District
Northern District of Texas and elsewhere,
elsewhere, the defendant, Sorrells,
the defendant, Sorrells, Person A,
A, Slater
Slater
Washburn Swartwood, Sr.,

Sr., and others
others known and
and unknown, unlawfully, willfully, and
knowingly did
did combine,
combine, conspire,
confederate and agree together and
agree together and with
With each other to
each other to
violate
Violate Title
Title 18,
18, United States
States Code,
Code, Sections
1343 and 1346.
3.
3. Sorrells,
Sorrells, at
at all
all relevant
relevant times,
times, knew the
the unlawful
unlawful purpose
purpose of the agreement
of the
and joined
joined in
in it
it willfully,
willfully, that
that is,
is, with
With the
the intent
intent to further the
to fufiher the unlawful purpose.
unlawful purpose.
2
Fifth
Fifth Circuit
Circuit Pattern
Pattern Jury
July Instructions
Instructions (2015),
(2015), 2.57.
2.57.
Factual Resume--Page
Resume—Page 22
4.
4. Before the
the conspiracy
conspiracy started
started and until
until March 2016,
2016, Sorrells
Sorrells served
served as
as the
the
superintendent
supefintendent of Dallas
Dallas County
County Schools
Schools (DCS).
(DCS). DCS's
DCS’s primary
primary responsibility
responsibility was the
operation
operation of
0f its
its school
school bus system,
system, which transported
transported children
children to
to and from
fi'om school each
day
day in
in various
various Texas school
school districts.
districts.
5.
5. As a result
result of his
his position,
position, Sorrells
Sorrells was a public servant.
servant. As
superintendent,
superintendent, Sorrells
Sorrells had authority
authority to
to enter
enter into
into contracts
contracts on DCS's
DCS’s behalf that
behalfthat
exceeded $50,000.
$50,000. He also
also had the authority over
the authority over purchasing,
purchasing, including
including the
the purchasing
of bus-camera-equipment
bus—camera—equipment from
fi'om Company A.
6.
6. Sorrells
Sorrells met Person
Person A,
A, the
the owner of Company A,
A, in
in approximately
approximately 2009.
Company A sold
sold bus cameras.
cameras.
7.
7. Around that
that time,
time, DCS put
put out
out a
a request
request for
for proposal to put
proposal to put cameras in
in its
its
buses. Although Company A submitted

school buses. submitted one of
of the
the highest
highest bids,
bids, DCS ultimately
ultimately
chose them because

because their
their camera systems
systems included
included stop
stop arm
ann cameras,
cameras, which DCS viewed
as a potential
potential source
source of revenue.
revenue.
8.
8. DCS and Company A entered into aa Professional
entered into Professional Services
Services Agreement in
in
the middle of 2010, under

of2010, under which DCS agreed to purchase
agreed to purchase between 100
100 and 150 bus-
camera systems,just
systems, just a
a fraction
fi'action of the
the buses
buses in
in its
its fleet.
fleet. The agreement contemplated
additional
additional camera purchases
purchases by
by DCS to
to outfit
outfit its
its entire
entire fleet,
fleet, but
but it
it did
did not set
set forth
forth any
any
specific terms, and it

specific terms, did not
it did not bind
bind DCS to
to buy
buy the
the cameras
cameras from
fi'om Company A.
9.
9. Shortly
Shortly thereafter,
thereafter, Person
Person A told
told Sorrells
Sorrells that
that he was underpaid.
underpaid. Person A
told
told Sorrells
Sorrells that
that he could do research
research for
for him and that
that someone would pay
pay him. Person
A instructed
instructed Sorrells
Sorrells to
t0 open a
a company,
company, Allegro
Allegro Research
Research and Consulting
Consulting (Allegro),
(Allegro), in
in a
a
Factual Resume-Page
Resume—Page 3
3
obligation to pay in full as soon as possible any financial obligation imposed by the
Court.
8. Forfeiture of property: The defendant agrees not to contest, challenge, or
appeal in any way the administrative or judicial (civil or criminal) forfeiture to the United
States of any property noted as subject to forfeiture pursuant t0 the plea 0f guilty,
specifically the forfeiture ofthe following:
0 $8,633.51 in United States currency seized from the account ending in

X5221 0n March 6, 2017;
0 $3,659.01 in United States currency seized from the account ending in

X1665 0n March 5, 2017;
0 2014 Maserati GHI, Vehicle Identification Number

ZAM57RTAOE1 1 12238, titled to Ricky Dale Sorrells;
o 2012 Porsche Cayenne, Vehicle Identification Number

WDCGGSHBZFG437070, titled to Ricky Dale Sorrells;
o Assorted jewelry purchased from Windsor Auction House, Inc. 0n 0r about

April 5, 2013 in the amount of $49,662.93; and
0 Custom—made 14K gold diamonds

bracelet set with 51 princess cut
weighing 10.53 carats with a grade of H/SIl purchased for $16,400 on May
2 1 201 5.
,
The defendant agrees that this property is subj ect to forfeiture under 18 USC §
981(a)(1)(C) & 28 U.S.C. 2461(c). The defendant consents to entry 0f any orders or
declarations of forfeiture regarding such property and waives any requirements (including
notice offorfeiture) set out in 19 U.S.C. §§ 1607-1609; 18 U.S.C. §§ 981, 983, and 985;
the Code ofFederal Regulations; and Rules 11 and 32.2 ofthe Federal Rules of Criminal
Procedure. The defendant agrees to provide truthful information and evidence necessary
Plea Agreement—Page 4
Thereafter,
Thereafter, Person
Person A stopped
stopped asking
asking for
for invoices, but the
invoices, but the payments
payments to
to Sorrells through
Sorrells through
Photon continued.
continued. Sorrells
Sorrells signed
signed Photon
Photon documents with the
documents With the fake
fake name "D. Brumbe."
“D. Brumbe.”
13.
13. After
After creating
creating Photon,
Photon, Sorrells, on Person
Sorrells, on A's advice,
Person A’s created Sreig
advice, created Sreig
International
International (Sreig),
(Sreig), a
a purported
purported real
real estate
estate referral
referral company. Sorrells did
company. Sorrells did no.t
not purchase
purchase
real
real estate
estate with,
with, or
or make referrals
referrals using,
using, Sreig;
Sreig; instead, the company was just
instead, the just another
another
justification for
justification for Sorrells
Sorrells to
to receive
receive disguised bribe and kickback
disguised bribe kickback payments
payments from
from Person
Person
A. Swartwood and Person

Person A created
created a
a few fake
fake real estate referrals
real estate referrals for
for Sreig to allegedly
Sreig to allegedly
provide in
provide in exchange
exchange for
for payment.
payment.
14.
14. At some point,
point, Person
Person A told
told Sorrells that it
Sorrells that it would
would be
be safer
safer and easier
easier to
to
get
get him money by paying off
by paying off any
any debts
debts that he had
that he had and asked Sorrells
and asked to provide
Sorrells to provide his
his bills.
bills.
Thereafter,
Thereafter, Sorrells
Sorrells would hand Person
Person A his
his credit card statements
credit card Person A would
and Person
statements and
pay
pay the
the bills.. Person A also
bills.‘ Person also paid
paid Sorrells'
Sorrells’ student
student loan
loan debt.
debt.
15.
15. When Sorrells
Sorrells was doing
doing purported
purported "consulting" for Person
“consulting” work for Person A,
A, he did
did
not
not receive
receive 1099s.
1099s. This
This became an
an issue,
issue, after which Person
after which Person A decided
decided that all payments
that all payments
to Sorrells-inc
to luding past
Sorrells—including past payments
payments which the coconspirators had
the coconspirators had characterized as
characterized as
consulting
consulting or
0r referral
referral fees-should
fees~should be
be concealed as an
concealed as alleged loan.
an alleged loan. The loan
loan went
through various
various iterations-s ecured by
iterations—secured by Sorrells' home, aa personal
Sorrells’ home, personal note,
note, aa five-year
five-year
balloon
balloon note,
note, a bi-annual interest-only
a bi-annual interest-only loan-but
loan—but it always aa fake
it was always fake loan
loan intended
intended t0
to
disguise
disguise bribe
bribe and kickback
kickback payments Person A made to
that Person
payments that to Sorrells.
Sorrells. According to
to
Person A,
A, the
the note had to
note had t0 be
be crystal
crystal clear
clear and would wipe
wipe all
all prior
prior payments
payments out. Indeed,
out. Indeed,
the coconspirato
the rs
coconspirators would often
often discuss
discuss having
having Sorrells payments on the
Sorrells make payments the loan,
loan, but
but
then have Person A recycle

recycle the
the money back to Sorrells.
to Sorrells.
Factual Resume---Page
Resume—Page 55
agreement. There have been no guarantees or promises from anyone as to What sentence
the Court will impose.
12. Waiver 0f right t0 appeal or otherwise challenge sentence: The
defendant waives the defendant’s rights, conferred by 28 U.S.C. § 1291 and 18 U.S.C. §
3742, to appeal the conviction, sentence, fine and order 0f restitution or forfeiture in an
amount to be determined by the district court. The defendant further waives the
defendant’s right to contest the conviction, sentence, fine and order of restitution or
forfeiture in any collateral proceeding, including proceedings under 28 U.S.C. § 2241 and
28 U.S.C. § 2255. The defendant further waives the defendant’s right to seek any future
reduction in the defendant’s sentence (e.g., based on a change in sentencing guidelines 0r
statutory law). The defendant, however, reserves the rights (a) to bring a direct appeal of
(i) a sentence exceeding the statutory maximum punishment, or (ii) an arithmetic error at
sentencing, (b) to challenge the voluntariness 0f the defendant’s plea of guilty 0r this
waiver, and (c) to bring a claim of ineffective assistance of counsel.
13. Representation 0f counsel: The defendant has thoroughly reviewed all
legal and factual aspects of this case with the defendafit’s attorney and is fully satisfied
with that attorney’s legal representation. The defendant has received from the
_ defendant’s attorney explanations satisfactory to the defendant concerning each
paragraph of this plea agreement, each of the defendant’s rights affected by this
agreement, and the alternatives available to the defendant other than entering into this
agreement. Because the defendant concedes that the defendant is guilty, and after
conferring With the defendant’s attorney, the defendant has concluded that it is in the
was getting
getting paid.
paid. And there
there were decisions
decisions that
that Sorrells not have made but for
Sorrells would not the
for the
payments that
that he was receiving
receiving from Person
Person A.
A.
19.
19. It was usually
It usually within
within a
a month after
after DCS made a
a payment to Company A
payment to
that
that Sorrells
Sorrells would receive
receive a
a kickback
kickback payment
payment from Person A.
frbm Person A.
20.
20. The defendant
defendant agrees
agrees that
that the
the defendant
defendant committed all
all the
the essential
essential
elements of the
the offense(s).
offense(s). This
This factual
factual resume is
is not
not intended
intended to be aa complete
to be
accounting of all
all the
the facts
facts and events
events related
related to the offense
to the charged in
offense charged in this
this case.
case. The
limited
limited purpose
purpose of this
this statement
statement of
0f facts
facts is
is to
to demonstrate that aa factual
demonstrate that basis exists
factual basis exists to
to
support
support the
the defendant's
defendant’s guilty
guilty plea
plea to
to Count(s)
Count(s) One of the Information.
of the Infonnation.
this 7 flday
T0 AND STIPULATED on this
AGREED TO day of
of 7fl MM
ffl~ , 2ofj__.
,
20 Q.
ERIN NEALY COX

fig @ZC WW
&:f:~~
RICKY DALE SORRELLS AND '
. WIRMANI
Defendant As · nt nt United
United States
States Attorney
Attorney
exas
exas Bar No. 24052287
Dallas,
75242—1699
Tel: (214)
Tel: (214) 659-8600
659—8600
Fax: (214) 659-8809
Fax: (214)
CYNTHIA BARBARE Email:
Email: andrew.wirmani@usdoj.gov
andrew.wi1mani@usdoj.gov
Attorney for
for Defendant
Resume—Page 7
Factual Resume---Page 7
INTHE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF TEXAS?
hum.
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9: 26
DALLAS DIVISION
:"r itafiiw¢<kwww
UNITED STATES OF AMERICA :1
V'
No.
RICKY DALE SORRELLS 8p l 80R- l 69-N
.
PLEA AGREEMENT
Ricky Dale Sorrells, the defendant, Cynthia Barbara, the defendant’s attorney, and
the United States 0f America (the government) agree as follows:
1. Rights of the defendant: The defendant understands that the defendant

has the rights:
a. to have his case presented to a federal grand jury;
b. to plead not guilty;
c. to have a trial by jury;
d. to have the defendant’s guilt progzen beyond a reasonable doubt;
e. t0 confront and cross-examine witnesses and t0 call witnesses in the
defendant’s defense; and
f. against compelled self—incrimination.
2. Waiver 0f rights and plea 0f guilty: The defendant waives these rights
and pleads guilty t0 the offense alleged in Count One of the Information, charging a
Violation 0f 18 U.S.C. § 1349, that is, conspiracy to commit honest services wire fraud.
The defendant understands the nature and elements of the crime to which the defendant is
Case 3:17-cr-00678-M Document 1 Filed 12/27/17 Page 1 of 7 PageID 1
0R1 ”ML
OREGIF-Jgr'XL '31?“
FILE:
IN THE UNITED STATES DISTRICT COUtE/t? 335 27 P913

COUET? UE-C PH 3=:i 5 i
'
FOR THE NORTHERN DISTRICT 0F TEXAS

DALLAS DIVISION m um
uzaamkw
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fig“:
OF AMERICA
UNITED STATES 0F
V. '
SLATER WASHBURN SWARTWOOD,

a _- 1 CR " 6 '7'? 8
7 CIR - M
H
SR.
INFORMATION
The United States Attorney Charges:
Introduction
1. From in or around 2011 to Cbmpany

around 2017, Person A, the president of Cdmpany
t0 in or amund
paid Person B, the

technelogy company that put cameras on school buses, paid
A, a technology
0f a state agency, millions of dollars in bribe and kickback payments in

superintendent of
exchange for favorable official action, including Person B’s decision to enter into
on behalf of the state agendy

contracts and licensing agreements (Sn agency and to purchase school—
bus-camera equipment.
2. Person B was a public servant as a result of his position. Pershn

Persbn B owed a duty of
honest services to the citizens of Dallas County and his employer to perform the duties
7
office free from bias, conflicts of

and responsibilities of his office
and 0f interest, selfgenrichsnent,
self-enrichment, self-
dealing, concealment, deceit, fraud, kiékbacks,

kickbacks, and bribery.
:3.
A
3. To
’I‘o
hide the bribe and kickback payments that Person A made to Person B, Person
Information n
- Page of?
1 of ‘7
5. Rejection 0f agreement: Pursuant to Federal Rule of Criminal Procedure
11(c)(5), if the Court rejects this plea agreement, the defendant will be allowed to
withdraw the defendant’s guilty plea. If the defendant declines t0 Withdraw the
defendant’s guilty plea, the disposition of the case may be less favorable than that
contemplated by the plea agreement.
6. Mandatory special assessment: Prior to sentencing, the defendant agrees
to pay t0 the U.S. District Clerk the amount of $100 in satisfaction of the mandatory
special assessment in this case.
7. Defendant’s agreement: The defendant shall give complete and truthful
information and/or testimony concerning the defendant’s participation in the offense of
conviction. Upon demand, the defendant shall submit a personal financial statement
under oath and submit to interviews by the government and the U.S. Probation Office
regarding the defendant’s capacity to satisfy any fines or restitution. The defendant
expressly authorizes the United States Attorney’s Office to immediately obtain a credit
report on the defendant in order to evaluate the defendant’s ability to satisfy any financial
obligation imposed by the Court. The defendant fully understands that any financial
obligation imposed by the Court, including a restitution order and/or the implementation
of a fine, is due and payable immediately. In the event the Court imposes a schedule for
payment of restitution, the defendant agrees that such a schedule represents a minimum
payment obligation and does not preclude the U.S. Attorney’s Office from pursuing any
other means by which to satisfy the defendant’s full and immediately enforceable
financial obligation. The defendant understands that the defendant has a continuing
A funneled a significant portion of the illicit payments through various companies created
and operated by his business associate, defendant Slater Washburn Swartwood, Sr.
Information — Page 2 oi“!

of 7
Count One
Cdunt
Conspiracy to Commit Money Laundering
[Violation of 18 U.S.C. § 3711
371]
4. Paragraphs'l of this Information are realleged and incorporated

Paragraphs 1 through 3 ofthis by
reference as if set forth fully herein.
5. From in or around 2011

201 1 to in or around 20 17, in the Dallas Division ofthe
2017,
Northern District of Texas and elsewhere, the defendant, Swartwood, Persons A and B,
and others known and Imlmown,

unknown, unlawfiflly,
unlawfully, willfully, and knowingly did combine,
conspire, confederate and agree together and with each othar v'iolate Section
other to violate
1956(a)(1) of Title 18, United States Code.
6,
6. It was a paxt
part and obj act SWartwood, Persons
ect of the conspiracy that Swartwood, A and B, and
others known and unknown, howingly conduct and attempt to conduct financial
did knowingly
transactions affecting interstate

iransactions commerca, which
commerce and foreign commerce, transactions
proceeds of specified unlawful activity, that

invoived the proceeds is, honest services Wire
wire fraud in
0f 18 U.S.C. §§ 1343
violation of and 1346, knowing that the transactions were designed in
whole or inpart t0 conceal and disguise the

impart to nature, location, source, ownership, and
control of the proceeds of specified unlawful activity, and that while conducting and
ng to conduct such financial transactions,

attempting
.attempti knew that the property involved in the
financial transactions refiresented fimceeds of some form of unlawful activity, in

represented the proceeds ,
.
violation of 18 U.S.C. § 1956(a)(1)(B)(i).
Informatiun
Information — Page 3 of 7
Mariner and Means of the Monev Laundering Congpjrfiy

Manner Congpjlfly
'7.
7. During the money laundering conspiracy, Person A paid Person B over $3 milliofi
million
7
in bribes and kickbacks, including paying a portion of Person B’s credit card debt and
Peréon B, acting-on
I11 return, Pcréon
debt arising from his son’s college tuition. In
student loan debt-arising acting‘on
licensing agreements with

behalf of the state agency, entered into contracts and liéensing Company
A, which resulted'in the state agency paying Company A over $70 million inwn‘ing
miilion and incurring
I
significant and ultimately debilitating debt.

sign'fidant
'
8.
3. To disguise and conceal the source and purpose of the bribe and kickback
paymepts to Person B, Person A generally did not directly pay Person B.

9. Instead, Person A caused approximately $2 million in bribe and kickback
payments to be transferred to pass—through
pass-through entities controlled by Swartwood, including
Elf Investments, Cambridge Realty Group, LLC (Cambridge), and Anmck Realty
Amock
Services, LLC (Anrock), afier

after which Swartwood, at Person A’s direction, would pay
I
Person B or shell companies that he controlled.
10. To further thc source and purpose of the bribe

disguise and conceal the and kickback
payments from Person A to Person B, the coconspirators, at various points during the -
money laundering consPimcy,

conspiracy, created sham loan, consulting, or real estate agreements in
t6 Person B appear legitimate.

an attempt to make the payments £0
MM
Overt Acts
11.
ll. fimherance of the conspiracy and to effect thle
In furtherance ects thereof, the
objects
the illegal obj _
Informaiion - Page 4 of?

Information of7
following overt acts, among éthers,

others, were committed in the Dallas Division 0f the
Northern District of Texas and elsewhere:
a. On or about April 15, 2016, Person A caused approximately $200,000 to be

r
A
wired from a bank account of Company A to a bank'account
bank account ofAnrock.
of Anrock.
b. On
0n or about April 15, 2016, Swarmaod,
Swartwood, at Perm
PerSon A’s direction, caused
be transferred from the bank account of Anréck

t0 he
approximately $200,000 to Anrock
to a bank account ending in 7802, a shell company controlled by Person B,
which is known to the United

lmown States Attorney.
A11 in violation of 18 U.S.C. § 371.

All
Information — Page 5
S uf
of '7
7
Forfeiture Notice
[18 U.S.C. 981 (a)(1)(C) and 28 U.S.C. § 2461(c)]
§ 981(a)(1)(C) 2461011)]
The allegations contained in the Introduction and Count One ofthis Information
malleged
are hereby rcalleged and incorporated by reference for the purpose of alleging forfeitures
pursuant to 18 U.S.C. § 981(a)(1)(C) and 28 U.S.C. § 2461b).

2461(c).
981(a)(1)(C) and 28 U.S.C. § 2461(c), upon conviction 0f

t0 18 U.S.C. § 981(a)(1)(C)-and
Pursuant to of
18 U.S.C. § 1956, in violation of 18 U.S.C. § 371, the defendant,

a conspiracy to violate 1'8
Slater Washburn SwartWood,-Sr.,

Swartwood, Sn, shall forfeit to the United States of America any
or personal, which constitutes or

property, real br is derived from proceeds traceable to said
violation. The property forfeited includes, but is not limited to, a

to be forfeited moneyjudgment.
any of the property described above, as a

Ifany
If result of ény act or omission of the
defendant:
a. cannot be located upon the exercise of due diligence;
b. has been transferred or sold to, or

to, deposited with, a third party;
'
c. beyond the jurisdiction of the court;

has been placed bayond
d‘.
d. value; or
has been substantially diminished in valuc;
comminglcd with other property which cannot be divided without

has been commihgled
-
-
e. '
difficulty,
ofAmerica
the United States of 0f substitute property pursuant
America shall be entitled to forfeiture of
to 21 U.S.C. § 853(1)),
853(p), as incorporated by IS 982(1))(1) and 28 U.S.C.
18 U.S.C. § 982(b)(1) § 2461(0).
7
ERIN
AND
As
NEALY COX
ERINNEALY
'
cox
AW . WIRMANI
«a
nt United States Attorney

JOSEPH A. MAGLIOLO
Assistant United States Attorney
1100 Commerce Street, Third Floor
75242-1 699
‘
Tel: 214.659.8600
Fax: 214.659.8809
Fax;
Information —
- Page 7 of
oi"!
7
IN
FOR THE NORTHERN DISTRICT OF TEXAS .
‘
DALLAS DIVISION
UNITED STATES 0F
OF AMERICA
V.
V-
v. NO.
N0.

SR.
SR.
· FACTUALRE
‘'
FACTUAL RESUME
UNIE
In
In support
support of
of Slater
Slater Washburn
Washburn Swartwood,
Swartwood, Sr.'s
Sr.’s plea
p133 of
plsa of guilty
guilty to
to the
the offense(s)
offense(s) in
in
Count(s)
Count(s) One of the
One of the Information,
Information, Swartwood, the defendant,
Swartwood, the defendant, Max Stern,
Stern, the
Stem, defendant's
the defendant’s
attorney,
attornsy, and
attorney, and the
the United States of
United States of America
America (the
(the government)
stipulate and agree to
to the
following:
following:
ELEMENTS OF
0F THE OFFENSE
To prove
To prove the
the offense
offense alleged
alleged in
iu Count
in Count One of the Information
of the Infmmation charging aa violation
Infonnation violation
of
of 18
18 U.S.C.
U.S.C. § 371, that is, conspiracy to commit money laundering
§ 371, that is, conspiracy to
in violation of 18
laundering in 18
U.S.C.
U.S.C. §
§ 1956(a)(l)(B)(i),
1956(a)( the govemment
1)(B)(i), the
l956(a)(1)(B)(i), government
government must prove
prove each of the following elements
elements
beyond aa reasonable
beyond doubt: 1
reasonable doubt]
First:
First: That
That the
the defendant
defendant and
and at
at least one othcr
least one other person
other person made an agreement
agrcament
to
to commit
commit the
the crime
crime of
of money
money laundering
laundering in violation of
in violation of 18 U.S.C. §§
18 U.S.C.
'-
1956(a)(l)(B)(i),
l956(a)(1)(B)(i), as
1956(a)(1)(B)(i), charged in
as charged the Information;
in the Information;
Second:
Second: That the defendant
That the knew the
defendant knew the unlawful purpose of
unlawful purpose the agreement
of the agreemant and
joined
joined in
in it
it willfully, that is,
willfully, that with the
is, With
with the intent to further
intent to the unlawful
further the unlawful
purpose; and
purpose; and
1 Fifth
'
'
Fiflh Circuit
Fifih Circuit Pattern
Pattern Jury
Iury Instruction 2.15A
Instruction 2. 15A (5th
(5th Cir.
Cir. '.2015).
2015).
Fnctunl
Factual Rcsume--Pagc
Rcsume—«Page 111
Resume—Pagc
A funneled a significant portion of the illicit payments through various companies created
and operated by his business associate, defendant Slater Washburn Swartwood, Sr.
Information — Page 2 oi“!

of 7
Count One
Cdunt
Conspiracy to Commit Money Laundering
[Violation of 18 U.S.C. § 3711
371]
4. Paragraphs'l of this Information are realleged and incorporated

Paragraphs 1 through 3 ofthis by
reference as if set forth fully herein.
5. From in or around 2011

201 1 to in or around 20 17, in the Dallas Division ofthe
2017,
Northern District of Texas and elsewhere, the defendant, Swartwood, Persons A and B,
and others known and Imlmown,

unknown, unlawfiflly,
unlawfully, willfully, and knowingly did combine,
conspire, confederate and agree together and with each othar v'iolate Section
other to violate
1956(a)(1) of Title 18, United States Code.
6,
6. It was a paxt
part and obj act SWartwood, Persons
ect of the conspiracy that Swartwood, A and B, and
others known and unknown, howingly conduct and attempt to conduct financial
did knowingly
transactions affecting interstate

iransactions commerca, which
commerce and foreign commerce, transactions
proceeds of specified unlawful activity, that

invoived the proceeds is, honest services Wire
wire fraud in
0f 18 U.S.C. §§ 1343
violation of and 1346, knowing that the transactions were designed in
whole or inpart t0 conceal and disguise the

impart to nature, location, source, ownership, and
control of the proceeds of specified unlawful activity, and that while conducting and
ng to conduct such financial transactions,

attempting
.attempti knew that the property involved in the
financial transactions refiresented fimceeds of some form of unlawful activity, in

represented the proceeds ,
.
violation of 18 U.S.C. § 1956(a)(1)(B)(i).
Informatiun
Information — Page 3 of 7
Mariner and Means of the Monev Laundering Congpjrfiy

Manner Congpjlfly
'7.
7. During the money laundering conspiracy, Person A paid Person B over $3 milliofi
million
7
in bribes and kickbacks, including paying a portion of Person B’s credit card debt and
Peréon B, acting-on
I11 return, Pcréon
debt arising from his son’s college tuition. In
student loan debt-arising acting‘on
licensing agreements with

behalf of the state agency, entered into contracts and liéensing Company
A, which resulted'in the state agency paying Company A over $70 million inwn‘ing
miilion and incurring
I
significant and ultimately debilitating debt.

sign'fidant
'
8.
3. To disguise and conceal the source and purpose of the bribe and kickback
paymepts to Person B, Person A generally did not directly pay Person B.

9. Instead, Person A caused approximately $2 million in bribe and kickback
payments to be transferred to pass—through
pass-through entities controlled by Swartwood, including
Elf Investments, Cambridge Realty Group, LLC (Cambridge), and Anmck Realty
Amock
Services, LLC (Anrock), afier

after which Swartwood, at Person A’s direction, would pay
I
Person B or shell companies that he controlled.
10. To further thc source and purpose of the bribe

disguise and conceal the and kickback
payments from Person A to Person B, the coconspirators, at various points during the -
money laundering consPimcy,

conspiracy, created sham loan, consulting, or real estate agreements in
t6 Person B appear legitimate.

an attempt to make the payments £0
MM
Overt Acts
11.
ll. fimherance of the conspiracy and to effect thle
In furtherance ects thereof, the
objects
the illegal obj _
Informaiion - Page 4 of?

Information of7
following overt acts, among éthers,

others, were committed in the Dallas Division 0f the
Northern District of Texas and elsewhere:
a. On or about April 15, 2016, Person A caused approximately $200,000 to be

r
A
wired from a bank account of Company A to a bank'account
bank account ofAnrock.
of Anrock.
b. On
0n or about April 15, 2016, Swarmaod,
Swartwood, at Perm
PerSon A’s direction, caused
be transferred from the bank account of Anréck

t0 he
approximately $200,000 to Anrock
to a bank account ending in 7802, a shell company controlled by Person B,
which is known to the United

lmown States Attorney.
A11 in violation of 18 U.S.C. § 371.

All
Information — Page 5
S uf
of '7
7
Forfeiture Notice
[18 U.S.C. 981 (a)(1)(C) and 28 U.S.C. § 2461(c)]
§ 981(a)(1)(C) 2461011)]
The allegations contained in the Introduction and Count One ofthis Information
malleged
are hereby rcalleged and incorporated by reference for the purpose of alleging forfeitures
pursuant to 18 U.S.C. § 981(a)(1)(C) and 28 U.S.C. § 2461b).

2461(c).
981(a)(1)(C) and 28 U.S.C. § 2461(c), upon conviction 0f

t0 18 U.S.C. § 981(a)(1)(C)-and
Pursuant to of
18 U.S.C. § 1956, in violation of 18 U.S.C. § 371, the defendant,

a conspiracy to violate 1'8
Slater Washburn SwartWood,-Sr.,

Swartwood, Sn, shall forfeit to the United States of America any
or personal, which constitutes or

property, real br is derived from proceeds traceable to said
violation. The property forfeited includes, but is not limited to, a

to be forfeited moneyjudgment.
any of the property described above, as a

Ifany
If result of ény act or omission of the
defendant:
a. cannot be located upon the exercise of due diligence;
b. has been transferred or sold to, or

to, deposited with, a third party;
'
c. beyond the jurisdiction of the court;

has been placed bayond
d‘.
d. value; or
has been substantially diminished in valuc;
comminglcd with other property which cannot be divided without

has been commihgled
-
-
e. '
difficulty,
ofAmerica
the United States of 0f substitute property pursuant
America shall be entitled to forfeiture of
to 21 U.S.C. § 853(1)),
853(p), as incorporated by IS 982(1))(1) and 28 U.S.C.
18 U.S.C. § 982(b)(1) § 2461(0).
7
ERIN
AND
As
NEALY COX
ERINNEALY
'
cox
AW . WIRMANI
«a
nt United States Attorney

JOSEPH A. MAGLIOLO
75242-1 699
‘
Tel: 214.659.8600
Fax: 214.659.8809
Fax;
Information —
- Page 7 of
oi"!
7
IN
FOR THE NORTHERN DISTRICT OF TEXAS .
‘
DALLAS DIVISION
UNITED STATES 0F
OF AMERICA
V.
V-
v. NO.
N0.

SR.
SR.
· FACTUALRE
‘'
FACTUAL RESUME
UNIE
In
In support
support of
of Slater
Slater Washburn
Washburn Swartwood,
Swartwood, Sr.'s
Sr.’s plea
p133 of
plsa of guilty
guilty to
to the
the offense(s)
offense(s) in
in
Count(s)
Count(s) One of the
One of the Information,
Information, Swartwood, the defendant,
Swartwood, the defendant, Max Stern,
Stern, the
Stem, defendant's
the defendant’s
attorney,
attornsy, and
attorney, and the
the United States of
United States of America
America (the
(the government)
stipulate and agree to
to the
following:
following:
ELEMENTS OF
0F THE OFFENSE
To prove
To prove the
the offense
offense alleged
alleged in
iu Count
in Count One of the Information
of the Infmmation charging aa violation
Infonnation violation
of
of 18
18 U.S.C.
U.S.C. § 371, that is, conspiracy to commit money laundering
§ 371, that is, conspiracy to
in violation of 18
laundering in 18
U.S.C.
U.S.C. §
§ 1956(a)(l)(B)(i),
1956(a)( the govemment
1)(B)(i), the
l956(a)(1)(B)(i), government
government must prove
prove each of the following elements
elements
beyond aa reasonable
beyond doubt: 1
reasonable doubt]
First:
First: That
That the
the defendant
defendant and
and at
at least one othcr
least one other person
other person made an agreement
agrcament
to
to commit
commit the
the crime
crime of
of money
money laundering
laundering in violation of
in violation of 18 U.S.C. §§
18 U.S.C.
'-
1956(a)(l)(B)(i),
l956(a)(1)(B)(i), as
1956(a)(1)(B)(i), charged in
as charged the Information;
in the Information;
Second:
Second: That the defendant
That the knew the
defendant knew the unlawful purpose of
unlawful purpose the agreement
of the agreemant and
joined
joined in
in it
it willfully, that is,
willfully, that with the
is, With
with the intent to further
intent to the unlawful
further the unlawful
purpose; and
purpose; and
1 Fifth
'
'
Fiflh Circuit
Fifih Circuit Pattern
Pattern Jury
Iury Instruction 2.15A
Instruction 2. 15A (5th
(5th Cir.
Cir. '.2015).
2015).
Fnctunl
Rcsume—«Page 111
Resume—Pagc
Third:
Third: That
That one
one of
0f the
of the conspirators
conspirators during
during the
the existence
existence of
of the
me conspiracy
the conspiracy
knowingly
knowingly committed
committed atat least
least one
one of
of the
the overt
overt acts
acts described
descn'bed in
described in the
the
Information,
Information, in
in order
order to
to accomplish
accomplish some object
object or
01' purpose
or purpose of
of the
the
conspuacy.
conspiracy.
FACTS.
STIPULATED FACTS
1.
1. The
The defendant
defendant agrees
agrees that
that the
the following
following facts
facts are
are hue
true and
and correct
correct and that
that
his testimony at
his testimony at any
any trial
tn'al would
would reflect
reflect the
the same.
same.
2.
2. From in
IFrom
IFtom in or
01' around
01' around 2011
2011 to
to in
in or
or around
around 2017,
armmd 2017, in
in the
the Dallas
Daflas Division of
Dallas Division 0f the
the
N01them District
Northern District of
of Texas
Texas and
and elsewhere,
elsewhere, the
the defendant,
defendant, Swartwood,
Swartwood, Persons
Persons A and B,
B,
and
and others
ers known
others
0th knowu and
and unknown,
unknown, unlawfully,
willfully, and
and knowingly
knowingly did
did combine,
combine,
conspire,
confederate and agree together
and agree
agrce together and with
together with each
each other
other to
t0 violate
to violate Section
Section
1956(a)(l)
1956(a)(1) of
0f Title
Title 18,
ofTitle 18, United
United States
States Code.
3.
3. Swartwood,
Swiraxtwoo d, at
Sw-rartwood, at all
all relevant
relevant times,
times, knew the
the unlawful
unlawful purpose
purposc of the
the
agreement
agreement and
and joined
joined in
in it
it willfully,
wilifully, that
willfully, that is,
is, with
with the
the intent
intent to
to fmther
further the
the unlawful
purpose.
pmpose.
purpose.
4.
4. Swartwood
Swartwood started
Swafiwood started working
working with
with Person
Person A as
as a
a real
real estate
estate- adviser
adviser in
estate-adviser in
approximately
approximately 1985.
1985. In
In approximately
approximately 2010,
2010, he
he began
began doing
doing real
real estate
estate consulting
consulting for
for
I
Company
Cdmpauy A,
A, at
at first as an
first as an employee
employee and later
later as
as a
a consultant.
consultant.
5.
S.
5. Company
Company A,
A, which
which was
was owned and
and controlled by Person
controlled by Person A,
A, sold
sold cameras
-
and related
and related services
sewices for
for school
school buses.
buses. 'Company
Company A entered
entered into
into various
various contracts
contracts and a
a
licensing agreement
licensing agreement with
with a
a Texas
Texas state
state agency
agency acting
acting through
through its
its superintendent,
superintendsnt, Person
superintendent,
B. Under
B. Under these
these contracts
contracts and
and the
the lieensing
licensing agreement,
ageement, the
agreement, the state
state agency purchased
agency purchased
Factual
Factual Rosume—Pngc 2
Resume—i’nge
millions of
millions of dollars
dol]ars of
dollars of camera
camera equipment
equipment from Company A. All
A1] of these contracts,
agreements,
agreements, and purchase
purchase orders
and purchasc orders were•
were entered
werc- into by
entered into by Person A and Person B on behalf
behalf
of their respective
of their respective organizations.
organizations. The ongoing
ongoing business relationship between Company A
business relationship
and the state

and the state agency
agency generated
generated millions
millions of
of dollars
dollars in
in revenue for
for Company A, a
a portion
portion of
of
which
which Person
Person A illegally
illegally kicked back to
kicked back Person B in
to Person retu~.-n for
in return for fmther
further agreements and
and
camera-equipment orders.
orders.
6.
6. Generally,
Generally, Person
Person A did
Pgrson not pay
did not pay Person
Person B directly.
directly. Instead,
Instead, to djsguise
disguise the
thé
source
source and
and illegal
illegal purpose
purpose of
0f the
of payments, Person
the payments, Person A funneled
funneled the
the bribe and kickback
payments to
payments to Person
Person B through
through various pass—tmough companies owned or controlled by
various pass-through
Swartwood.
7.
7. More specifically,
specifically, between
specificaliy, between 2011
201 and 2016,
1'
1‘
Person A provided Swartwood
20 1 6, Person
with approximately
with $2 million
approximately $2 million to
to funnel
funnel to
to Person
Person B through
through Swartwood's
Swartwood’s companies,
companies,
Elf
Elf Investments,
Investments, Cambridge
investments, Cambridgc Realty
Cambridge Realty Group,
Group, LLC (Cambridge),
(Cambridge), and
and Anrock Realty
Realty
Services,
Services, LLC (Anrock).
(Anrock). After
(Amock). After Swa1twood
Swartwood was paid, he
was paid, he would
would almost
almost immediately
immediately
transfer the
transfer the funds
fimds to Person
funds to
t0 Person B at
at Person A's direction.
Person A’s direction.
8.
8. Swartwood,
Swartwood, per
per Person
Person B's
ferson ’s instruction,
B’s
B instruction, would pay the
would pay the money to
to Person
Person B's
B’s
personal
personal bank
bank account
account or to various
or to various shell
shell companies
companies owned or
or controlled
controlled by
contolled by Person
Person B,
B,
which
which are
are known
known to
to the
the United
Unitad States
United States Attorney.
Attomcy.
Attorney.
9.
9. To
To further conceal the
fuflher conceal
further the illegal
illegal bribe
bribe and
and kickback payments, the
kickback payments, tho
coconspirators created numerous

coconspirators created numerous versions
versions of
of a
a fake
fake loan.
loan. All
A11 pa1ties
All panics understood
understood that
that the
the
loans in
loans
ioans in their
their various
1'11 various iterations
iterations were
were fake
fake and
and that
that Person
Person B would never
never be
be required
required to
to
pay
pay Person
Person A
A back and lacked
back and lacked even
even the
the financial
financial capability
capability to
to do so.
so. In
In fact,
fact, when the
the
Factual Resumo---Page
Factual Resume-mPage 33
Resume—I’age
media
media began
began scrutinizing
scrutinizing the
the relationship A and the
relationship between Company A the state
state agency,
agenay, the
agency, the
coconspirators
coconspirators discussed
discussed having Person B begin to make payments on the
begin to the loan
loat-x
loafi to
to make it
it
appear
appear legitimate,
legitimate, after
after which Person
afler A would "recycle"
Person A “recycla” the
“recycle” the money back to
to Person B.
The
The coconspirators
coconspirators also
also spent
spent aa significant
significant amount of
of time
time discussing
oftime discussing how to
to get
get their
their
stories
stories straight so they
straight so they could
could explain
explain the
the paper
paper trail
trail left
left by
by the
the multi-year
multi-year bribery
bribery scheme
they had engaged

they
thay engaged in.
in.
10.
10. Swartwood
Swamwood also knew that
Swartwood also that Person A was concealing
Person A concealing bribe
bribe and kickback
kit'flcback
lciékback
payments
payments to
to Person
Person B by
by funneling
funneling payments
payments to Person B through a law fom.
to Person firm.
11.
11. Swartwood agrees
agrees and
and stipulates
stipulates that,
that, in
in fmtherance
furtherance of the
the money
laundering·conspiracy,
laundefing'conspiracy, and
laundering'conspiracy, as set
and as set fo1th
forth in
in Paragraph 11 of
Paragraph 11 of the
the Information,
Information, th.at, on or
th'at,
that, or
about
about April
April 15,
15, 2016,
2016, Person
£016, Person A caused
caused approximately to be wired from a
approximately $200,000 to a bank
account
account of
0f Company A to
of to a
a bank
bank account
account of
of Anrock.
Anrock. That
That same day,
day, Swa1twood,
Swartwood, at
at
Person
Person A's
A’s direction,
direction, caused
caused approximately
approximately $200,000
$200,000 to
to be transferred from the
the bank
account
accoufit of
accourit of Anrock to
to a
a bank
bank account
account ending
ending in
in 7802,
7802, a shell
Shel] company ~ontrolled
controiled by
cohtrolled
Person
Person B,
B, which
which is
is known
known to
to the
the United
United States
States Attorney.
Attorney. To further
further conceal the
the hue
true
purpose
purpose of
of the
the payment,
payment, the
the coconspirators
coconspirators characterized
characterized the
the payment as
as related
reiated to
related to
"Consulting."
“Consulting.”
"Consulting.”
12.
12. The
The defendant
defendant agrees
agrees that
that the
the defendant
defendant committed all
all the
the essential
essential
elements of
elements of the
the offense(s).
offense(s). This
This factual
factual resume
resume is
rcsume is not
not intended
intended to
to be a
a complete
accounting
accounting of
of all
all the
the facts
facts and
and events
events related
related to
to the
the offense
offense charged in
in this
this case.
case. The
o'f
olf
limited
limited purpose
purpose of
of this
this statement
statement of facts
statcment fists is
fa-cts is to
to demonstrate
demonstrate that
that a
a factual
factual basis·exists to
basis'exisfs to
t6
support the
support dsfendant’s guilty
the defendant's
defendant’s guilty plea
plea to
to -Count(s)
Count(s)
Count(s) One of
of the
the Information.
·Factual
Factual Resume-Page
'F‘nctual Resumhl’agc 44
Resumkl’agc
CaseED
AGRE
AGREED3:17-cr-00678-M
TO
To AND STIPU Document 2 Filed 12/27/17
LATED on
STIPULATED on thisJ f- day
thisfiji
this‘lg: day of
0f .
of
.
‘
Otu
@A i&
Page 5 of 5 PageID 12
gm;4,1;
IL: ‘
,201tr
,201i?
2011?
ERIN NEAL
NEALYY COX
UNIT ED STAT
UNITED ES ATTO
STATES ATTORNEY
RNEY
35$ w
351 MW
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'
55,
S's ,
ANDREW 0
0. NI
~ART WOO D, SR.
ARTWOOD, SR. Assist an nited
nited States
States Attorn
Assistan nitcd ey
Attorney
Defen dant
Defendant Texas
Texas Bar
Bar No.
N0. 24052 287
MM
24052287
Dalla
Dallas,s,Tex as752
Texas 42-16 99
75242—1699
75242-1699
Tel:
Tel: (214)
(214) 659-8 600
659-8600
Fax:
Fax: (214)
(214) 659-8 809
659—3809
659-8809
MAX STER
STERN N Email
Email:: andrew .wirmani@usdoj.gov
audrew.winnani@usdoj.gov
andrew.wirrnani@usdoj.gov
Attom ey for
Attomey
Attorney for Defen dant
Defendant
‘
Factual
Factuai Resum
Factual e-Page 5S
Resume—Page
Resumefi—Page
THE UNITED STATES DISTRICT COURT

TN TIE
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
UNITED STATES OF AMERICA
v. NO.

SR.
PLEA AGREEMENT
Slater Washburn Swartwfiod, Sn, the defendant, Max Stern, the defendant‘s
defendant’s
attorney, and the United States of America (the government) agree as follows:
1. Rights of the defendant: The defendant

defcndant understands that the defendant
has the rights:

-
a. to have his case presented to a federal grand jury;
b. to plead not guilty;
c. to have a trial byjury-r;

byjury;
d. to have the defendant’s guilt proven beyond a reaéonfible

reasonable doubt;
e. t0 confront
to and cross—examine witnesses and to call witnesses in the
defendant’s defense; and
f. against compelled self—incrimination.
2. Waiver of rights and plea of guilty: The defendant waives these rights
and pleads guilty to the offense alleged in Count One of the Information, charging a
violation of 18 U.S.C. § 371, that is,

is, fionsy laundering. The
conspiracy to commit m'oney
Agreemcnthage
Plea Agreement—HPage 1
defendant understands the nature and elements of t0 which the defendant

0f the crime to defsndant is
pleading guilty, and agrees that the factual resume the defendant has signed is true and
Will
will be submitted as evidence.
‘
'
3. Sentence: The maximum penalties the Court can impose include:
a. excacd five
t0 exceed
imprisonment for a period not to fiva years;
b. a fine not to exceed $250,000, or

01' twice any pecuniary gain to the
dafendant or loss to the victim(s);

victim(s);
o.
c. a term of supervised reiease of not
supsrvised reiease more than three years, which may
law and will follow any term 0f
be mandatory under the Iaw of
tile conditions of supervised
imprisonment. If the defendant violates the
release, the defendant could tenn of
be imprisoned for the entire term 0f
7
supervised release;
d. a mandatory special assessment of $1

$100;
00;
c.
e. restitution to victims or to thc community,
the conununity, which may be mandatory
thc law, and which the defendant agrees
under the», may include
restitution arising from all relevant conduct, not limited to that ’
arising from the offense of conviction alone;
f. incarceration and supervision;

costs of incarcsration and
g. forfeiture ofpropcrty.
ofproperty.
4. Court’s sentencing discretion and role of the Guidelines: The defendant
understands that the sentence in this case will be imposed by Coufi after consideration
the Coult
of the United States Sentencing Guidelines. The guidelines are not binding on the Court,
but are advisory only. The

Th6 defendant has reviewed the guidelines with the defendant’s
attorney, but understands no one certainty tho outcome of the Court’s

One can predict with cartainty
Agreement—Pnge
consideration of the guideh'nes

guidelines in this case. The defendant will not b6
be allowed to
t0
Withdraw the defendant’s plea if the defendant’s sentence is higher than expected. The
'
actual sentence imposed (so long as

defendant fully understands that the actuai it is within the
statutory maximum) is solely in the discretion of the Court.
5. Mandatory special assessment: Prior to sentencing, the defendant agrees
'
to pay to the U.S. District Clerk the amount of $1 00, in satisfaction of the mandatory
assesswent in this case.

special assessment
6. Defendant’s agreement: The defendant shall give completé and truthful
inflammation and/or testimony concsrning

information thc defendant’s participation in the offense of
concerning the
cc‘mviction.
conviction. Upon demand, the defendant-
defendan£ shall submit a personal financial statement
govemmcnt and the U.S. Probation Office

under oath and submit to interviews by the government
01' restitution. The defendant

t0 satisfy any fines or
regarding the defendant’s capacity to
expressly authorizes the United States Attorney’s Office to immediately obtain a credit
report on the defendant in order to evaluate the defendant’s ability to satisfy any financial
obligation imposed by the Court. The defendant fully understands that any financial
financial
obligation imposed by the Court, including a restitution order andfor the implementation
of a fine, is due and'payable immediately. In the event the Court imposes a schedule for
paymént of restitution, the defendant agrces

agrees represcnts a
that such a schedule represents minimum
payment obligation and does

doe's not preclude the U.S. Attorney's Office from pursuing any
Attorney’s Office
other means b-y

By which to satisfy the defg'ndant’s
defendant’s full and immediately enforceable
financial obligation. The defendant understands that the defendant has a continuing
financial
P.Iea Agreement—Page 3
Agreement—«Page
obligation to pay in full as soon as possible any financial obligation imposed by the
Court.
7. Forfeiture of property: The defendant agrees not to qontest, challenge, or
tor
appeal in any way the administrative or judicial (civil or criminal) forfeiture t6 the United
States of any property noted as subject to forfeiture pursuant to the plea of guilty,
guilty,
specifically the forfeiture of cash seized from the defendant’s residence. The defendant
agrees Ithat
that this property is subject to forfeiture under 21 U.S.C. § 853(3).
853(9). The defendant
propefiy and
consents to entry of any orders or declarations of forfeiture regarding such propefly
waives any requirements (including notice of forfeiture) 19

set out in l9 U.S.C. §§ 1607-
Code of
ofFederal
Federal Regulations; 'and Ruies 11
Rules
1609; 18 U.S.C. §§ 981, 983, and 985; the
1509;
0f Criminal Procedure. The defendant agrees

and 32.2 of the Federal Rules of agrccs to provide
I
I
necessary for the government to forfeit such property.

truthful information and evidence necessaly
nuthful
The defendant
dcfendant agrees govemment,
to hold the government, its officers, agents, and employees
officers,
stcrage, or
connection with the seizure, forfeiture, storage,
harmless from any claim whatsoever in connebtion
disposal of
0f such property.
8. Government’s agreement: The government will not bring any

any} additional
the defendant based upon the gonduct underlying and related

charges against tbs rslated to the
defendafit’s plea of guilty. The government Will file a

will Supplement in this case, as
Supplemgnt is
thodgh there
routinely done in every case, even though 0r may not be any
may or additional terms.
The government Will

will remaining charges in the pending
dismiss, after sentencing, afiy femaining
agreament
Information. This agreement is Office for the
limited to the United States Attorney’s Office
Northern District 0f Texas and does not bind any other federal, state, or local prosecuting
authorities, nor does it prohibit any civil or administrative proceeding against the
defendant or any property.

defandant
9. Violation of‘agreement:
of'agreement: The defendant understands that if the defendant
violates agrecn'lent, or
provisiOn of this agreerfient,
any provision if the defendant’s guilty plaa
plea is vacated or
free from any obligations of the agreement and free to

withdrawn, the government will be fi'ee
prosecute the defendant for all offenses of which it has knowledge. In such Went,
event, the
defendant waives any objections based upon delay in prosecution. if the plea is vacated
or withdrawn for any reason other than a finding that it was involuntary, the defendant
to the use against the defendant of

also waives objection Io any information or statements
the defendant has provided to the govemment,

government, and any resulting leads.
10. Voluntary plea: This plea of guilty is freely and voluntarily made and is
result of force or threats, or of promises apart from those set forth in this plea
not the resuIt
prbmiscs from anyone as to what

beefi no guarantees or prbmises
agreement. There have beén What sentence
the Court will impose.
11. Waiver of or otherwise challenge sentence:

to appeal 0r
0f right f0 The
defendant waives the defendant’s rights, confcn'e'd

confen'e‘d by 28 U.S.C. § 1291 and 18 U.S.C. §
3742, to appeal the conviction, sentence, fine and order of restitution or forfeiture
forfeiturc in an
amount to be dstermined
determined by the district court. The defendant further waives the
tile
defendant’s fight t0 contest the conviction, sentence,-

right to sentence; fine and order of restitution or-
forfeiture in any collateral proceeding, including proceedings under 28 U.S.C. § 2241 and
2255. The defendant, however, reserves the

28 U.S.C. § 2255 .
rights (a) to bring a direct appeal
ths statutmy maximum punishment, or

of (i) a sentence exceeding the (ii) an arithmctic
fan arithmetic error
I'Iea Agreement—J’age
Plea Agreementr—Pagc S5
7/17/2018 DCS Board President Accepted Large Campaign Donations from Bus Camera Vendor- NBC 5 Dallas-Fort Worth
ll Home News Weather Sports Entertammem 0::-

u
92 CONNECT
NBC 5 INVESTI GATES
BIG BUSES, BIGGER PROBLEMS: INVESTIGATING DCS

SEND TIPS‘ 1-800-566-5865
DCS Board President Accepted Large Campaign Donations from

Bus Camera Vendor
Camera program contributed to S42 million DCS budget gap
By Scott Friedman
Published at 9:08 PM CST on Feb 6, 201 7| Updated at 10:39 PM CST 0n Feb 6, 201 7
DCS board president Larry Duncan accepted campaign contributions from people tied to the bus camera company wiih which DCS had partnered for a
program thai has left the district struggling to pay its bills. (Published Monday. Feb. 6. 201 7)
l I Now Playing g
DCS Board Pres. UTA Researcher Supel Kids of North TMSG: Dallas Texans 3 Local Cities Rank Teenagm Shot and
Accepted Campaign Develops New Tool to Texas: Bobby Witt Jr. Win Championship as Best Places for Killed Overnight in
Donations from Help ALS Patients 1st—Time Duncanville: PD

Vendor Homebuyers
“nap. ..... A:“_.-_ ..__ -._.-:_-.. u---_.._ -L-.. "n '

““y Duncan. president of the
NBC 5 Today HT Ham than $200 000
WATCH ‘ ‘VF
w «w wr- m mm w.
‘e
in
TRENDING STORIES
https://www.nbcdfw.com/investigations/DCS—Board-President-Accepted-Large-Campaign-Donations-from-Bus-Camera-Vendor—41 2962453.html 1/4

AGREED To AND SIGNED this J_?day of DEAMM/I BMW
Jog
30%
ERIN NEALY COX

/
ANDREmwfiRMANI
ANDREW/afifiRMANI
Tel: (214) 659—8600
Te]: 659-8600
659-8809
Fax: (214) 659~8809
Email: andrew.wirma11i@usdoj
andrew.wirma11i@usdoj.gov
.gov
KATHERINE MILLER
Deputy Criminal Chief
Ihave read or had read to me this plea agrecmant

agreement and have carefully reviewed
revieWed
every part of it with my attorney. I fully understand it and voluntarily agree to it.
it.
, [AH 00‘
[éfl flu‘ F4
TER WASHBURN
I
S TBR Date
ARTWOOD, SR.
Defendant
I am the defendant’s
defendant‘s attorney.
Ihave
I have carefully revicwcd
reviewed caveat
every part of
ofthis
this plea
agreement with the defendant. To my knowledge and belief, my client’s decision to enter
cuter
pica agreement is an informed and voluntary one.
into this plea
szflfim
”Muzak
MAX STERN
lalmlwr
lalgstlxm
Date
Artomey for Defendant
Attorney
Plan Agreement—Page
Plea Agreement—l’age 7
Exhibit C
Exhibit D
7/17/2018 DCS Board President Accepted Large Campaign Donations from Bus Camera Vendor - NBC 5 Dallas-Fort Worth
u,
lb on"
Campaign finance records show since 2012, Duncan received about $245,000 ‘
r
*
Massive
Hammerhead Shark Caught
from employees of Force Multiplier Solutions, family members and other Off Texas Coast
associates including the company's chief executive officer, Robert Leonard, who
contributed $150,000. “r Teen Dies After
‘
Mistaking Peanut Chips

Ahoy! Packaging for Regular
All of Duncan's other campaign donations combined since 2009 totaled only about
$8,600.
Serious Heat Could Soon
Break Records
Check records show DCS has paid Force Multiplier and its predecessor company
more than $50 million, much of that for bus camera equipment.
|‘—| New $afe!y Technology Delayed on North Texas Commuter Line WEATHER FORECAST
Duncan defended accepting the campaign contributions from the company. saying ’ WEATHER ALERTS View afl
they were legal and did not cloud hisjudgment in any way. DFW Airport, TX
"v O
"Every penny is legal, honest, open and ethical. The state legislators set up this ‘I’V
system so that people like me could hold office and run for office, and the system 9 2
Few Clouds
'
- -
Feels Like 96
is working," Duncan said.
When asked accepting contributions like this could give the impression that
if
Radar Forecast Maps

business at DCS is for sale, Duncan responded, "No, it's not, and will not stand |
for my reputation being questioned. Twenty years I've been in public service."
o Kissing Bugs Attack Central Texas Woman: Report

WHAT DO YOU THINK?
How much damage do you think
DCS and Force Multiplier partnered to launch a business together in which DCS President Trump made yesnrday by
having a closed-door meeting with
bought Force Multiplier cameras and then gave them to other school districts for
Vladimir Putin and the comments he
free. made at the joint press conference?
In return, DCS got a cut of the fines collected from tickets given to people who run O A lot of damage
past school bus stop signs‘ But the program didn't collect as much as DCS
O A little damage
expected, and it's now at least $20 million behind, according to the agency‘s new
chief financial officer.
O Barely any damage
O No damage at all
"If
you see any elected official who has the overwhelming majority of his campaign
contributions from a single source, that is a red flag," said Cal Jillson, political
science professor at Southern Methodist University.

lnswgh‘s powered by CivwcSciencel Privacy Policy
o |>—| Senior Says Contractor Ran Off With $2,100
Jillson says the donations raise big questions about ethics and influence. NEWSLETTERS
Receive the \atest \nvesttganoms updates m your
mbox
"So it's a direct relationship between very, very large — unexpectedly large —
Emawl
campaign contributions and then a contract for services that has gone south,"
Jillson said.
Prwacy pohcyx More Newsxeners
NBC 5 Investigates asked Duncan whether the rest 0f the DCS board was aware
he had accepted contributions 0f that size from this vendor.
|—| Behind the Cameras: The Fall of Dallas County Schools
”I don't know. There's no way | could know that," Duncan said.
https://www.nbcdfw.com/investigations/DCS—Board-President—Accepted-Large-Campaign-Donations-from-Bus-Camera-Vendor—41 2962453.html 2/4

7/17/2018 DCS Board President Accepted Large Campaign Donations from Bus Camera Vendor -
NBC 5 Dallas-Fort Worth
ll
Records show Duncan donated some 0f the money he received t0 other members
of the DCS board and also to candidates for the Dallas City Council and the school
board at the Dallas Independent School District.
|—| Texas-Mexico Border - Trust Between Guard, Patrol Grows
The city council passed the bus camera ordinance that allows DCS to operate the
stop-arm cameras, and Dallas ISD is Dallas County Schools's biggest customer
for bus service.
So DCS has a direct interest in those two organizations.
Just last week, DCS disbanded the camera program it operated outside of Dallas
County and laid off 93 employees.
[—| Texas-Mexico Border - 'The Last Sland'
NBC 5 Investigates reached out to the CEO of Force Multiplier Solutions for
comment Monday but he did not immediately respond.
Get the latest from NBC DFW anywhere, anytime
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Exhibit D
TABLE OF
0F CONTENTS
Lb:
Page
m (D
ARTICLE II PURCHASE AND SALE OF PROPERTY

PROPERTY ......................................................
...................................................... 11
1.01
1.01 Agreement
Agreement ..........................................................................................................
.......................................................................................................... 11
1.02
1.02 Property .............................................................................................................. 1!
Property ..............................................................................................................
ARTICLE II
H
II PURCHASE PRICE ..........................................................................................
..........................................................................................22
2.01
2 .0
2.01l Amount of
of Purchase
ofPurchase Price .................................................................................
Purchase Price .................................................................................22
ARTICLE III
III INITIAL CONTINGENCIES ............................................................................ 3
............................................................................ 3
3.01
3.01 Earnest
Eamest Money ...................................................................................................
...................................................................................................33
3.02
3.02 Due Diligence
Diligence Period
Pcnod .........................................................................................33
Period .........................................................................................
mizu'm‘mc-bh'n'miumiumi—‘i—p‘
ARTICLE IV
IV SUBMISSION MATERIALS ...........................................................................
...........................................................................44
4.01
4.01 Seller's Cooperation
Seller’s Cooperation ...........................................................................................
Cooperation....m..................... 4
........................................................................................... 4
ARTICLE V
ARTICLEV EVIDENCE OF TITLE .....................................................................................
.....................................................................................44
5.01
5.01 Title
Title Commitment
Commimlent ..............................................................................................
Commmnent 4
.............................................................................................. 4
5.02
5.02 Title
Title Policy
Policy .........................................................................................................55
Pollcy .........................................................................................................
5.03
5.03 Survey
Survey ................................................................................................................ 5
................................................................................................................ 5
5.04
5.04 Defects
Defects ............................................................................................................... 5
............................................................................................................... 5
ARTICLE VI DEED AND OTHER DOCUMENTS ............................................................... 6

............................................................... 6
6.01
6.01 "AS-IS"
“AS-IS" Sale
Sale ......................................................................................................
...............................................................................
...................................................................................................... 6
....................... 6
6.02
6.02 Special
Special Warranty Deed ...................................................................................... 7
....................... 7
......................................................................................
...............................................................
6.03
6.03 Other Documents ...............................................................................................
............................................................................................... 77
ARTICLE
ARTICLE VII
VII WSPECTTON ..................................................................
POSSESSION AND INSPECTION ..................................................................77
7.01
7.01 Access ................................................................................................................
................................................................................................................ 77
7.02 Possession at Closing .........................................................................................
at Closing ......................................................................................... 8
......................................................................................... 8
ARTICLE VIII
VIII CLOSING .......................................................................................................... 8
.......................................................................................................... 8
8.01
8.01
8,01 Closing Date .......................................................................................................
................................................................................ ....................... 8
....................................................................................................... 8
8.02
8.02 Conditions Precedent to Buyer's Obligation
to Buyer’s Obligation to to Close
Close .......................................
.......................................88
8.03 Conditions Precedent to to Seller’s
Seller's Obligation
Obligation to to Close
Close........................................
........................................ 99
..9
8.04
8.04 Seller's Deliveries in
Seller’s Deliveries in Escrow ........................................................................... 10
........................................................................... 10
.10
8.05 Buyer's
Buyer‘s Deliveries in
Buyer's in Escrow ..........................................................................
...........................................................................1010
10
8.06 Closing Statements ...........................................................................................
........................................................................................... 10 10
ARTICLE IX
D( APPORTIONNIENTS AND ADJUSTMENTS
APPORTIONMENTS ADJUSTMENTS .........................
.............................................
..................... .11
.............................................. 11
9.01 Adjustments at Closing

at Closing ....................................................................................
Closing............-..............
....................................................................................
. ‘ 11
11
...11
X
ARTICLE X
ARTICLE EMINENT DOMAIN AND CASUALTY ......................................................
...................................................... 12
12
....12
10.01
10.01 Taking
Taking By Eminent
Eminent Domain ............................................................................
............................................................................ 12
....................................................... ..................... 12
10.02
10.02 Casualty............................................................................................................
....................................................................................... 12
..................... 12
............................................................................................................
CFO
CTO 1\BedoJ\483991.14
l\Bcdofi48399 ld
CFOI\BcdoJ\48399I.N l. -1-
Exhibit E
c
REALESTATEPURCHASEAGREEMENT
REAL ESTATE PURCHASE AGREEIVIENT
BETWEEN
BETWEEN
DALLAS
DALLAS COUNTY SCHOOLS
SCHOOLS
(Seller)
(Seller)
AND
2015
2015 ACQUISITIONS
ACQUISITIONS 55 LLC
LLC
(Buyer)
(Buyer)
DATED:
DATED: JUNE 5,
5, 2015
2015
CTO HBcdoJWS
CTOI\BedoJ\48399
399 l4
CTO I\BedoJ\483991.14f4
I
1 .
( REAL ESTATE PURCHASE AGREEMENT
THIS
THIS REAL ESTATE PURCHASE AGREEMENT (this (this “Agreement”)
"Agreement") isis made,
“Agreement”) made, entered
entered
into
into and
and effective
effective as June 5,
as June 2015 (the
5, 2015 "Effective Date”)
(the “Effective between DALLAS
Date") between DALLAS COUNTY
COUNTY
SCHOOLS, aa county
county school
school district in the
district in the State of Texas
State of Texas (also
(also known
known as
as Dallas
Dallas County
County Board
Board
of
of School
School Trustees
Trustees and
and Dallas
Dallas County
County School
School District)
District) ("Seller"),
(“Seller”), and
and 2015
2015 ACQUISITIONS
ACQUISITIONS
55 LLC, aa Delaware
Delaware limited
limited liability
limited company (“Buyer”).
liability company ("Buyer").
(“Buyer").
Background Information
Backgound Information
Backggound
A.
A. Seller
Seller is
is the
the owner of six (6)
of six (6) parcels of real
parcels of real property
property located
located in
in Dallas
Dallas County,
County,
Texas
Texas more particularly
particularly described on Exhibit
described on attached hereto
A-1, attached
Exhibit A-l, hereto and
and made
made aa part
part
pan hereof
hereof (said
(said
real
real property,
property, together
together with
with all
With all appurtenances and hereditaments
appurtenances and hereditaments thereto,
thereto, shall
shall be
be referred
referred to
to
collectively
collectively as
as the
the "Real
“Real Property").
Property”).
B.
B. Seller
Seller desires
desires toto sell
sell to Buyer, and
to Buyer,
t0 and Buyer
Buyer desires
desires to
to purchase
purchase from
from Seller,
Seller, all
all of
of
Seller's
Seller’s right,
right, title
title and
and interest
interest in
in the
the Property (defined below)
Property (defined below) at
at the
the pn'ce
price and
price and on
on the
the terms
terms and
and
conditions
conditions hereinafter
hereinafter set
set forth.
forth.
Statement of Aglgeement
Statement of Agreement
Agreement
NOW THEREFORE, for for good and

and valuable
valuable consideration,
consideration, the
the receipt
receipt and
and sufficiency
sufficiency of
of
which
which are
are hereby
hereby acknowledged,
acknowledged, the parties hereby
the parties agree to
hereby agree to the
the foregoing
foregoing Background
Background
c Information and as
Information as follows:
follows:
ARTICLE II
PURCHASE AND SALE OF PROPERTY

PROPERTY
1.01
1.01 Agreement.
Aggeement. On the terms and conditions
the terms
tenns conditions set
set forth
forth below,
below, Seller
below. Seller hereby
hereby agrees
agrees to
agees to
sell
sell the
the Property
Property to
to Buyer and Buyer hereby
hereby agrees
agrees to
to purchase
purchase the
the Property
Property fi'om
from Seller.
from Seller.
1.02
1.02 Property.
Propem. Subject
Prepay. Subject to the terms and conditions
to the conditions of
of this
this Agreement,
Agreement, Seller
Seller agrees
agrees to
agees to
sell,
sell, and Buyer agrees
agrees to purchase the following:
to
t0 purchase the following:
(a)
(a) Land. The Real Property,
Lam.
L_agg. together with,
Property, together with, without
without waIranty
warranty of
warranty of title,
title, all
all of
of
Seller's
Seller’s right,
right, title
title and interest,
title interest, if
if any,
any, in in and to to all
all easements,
easements, rights
rights and
and appurtenances
appurtenances
pertaining toto such land, including, without limitation,
land, including, limitation, (1)( 1) all
all minerals,
minerals, oil,
oil, gas,
gas, and
and other
other
hydrocarbon substances thereon,
thereon, (2)
(2) all
all adjacent
adjacent strips,
Snips,
strips, streets,
streets, roads,
roads, alleys
alleys and
and rights
n'ghts
rights of
of way,
way,
public or private,
public or private, open or proposed, (3)
open or (3) covenants, easements, privileges,
covenants, easements, privileges, and hereditaments,
privileges. and hereditaments,
whether or not of record,
record, and (4) all access,
(4) all access, air,
air, water.
water, riparian,
water, riparian, development,
development, utility,
utility, and
and solar
solar
rights
rights (collectively,
(collectively, the
(coliectivcly, the "Land").
“Land”).
(b)
(b) Improvements.
Improvements. All improvements and
A11 improvements and structures
structures currently
structures currently located
located or
or
under
under construction on the Land, including any buildings,
buildings, together
together with
with any
any and
and all
all parking
parking lots
lots
and
and parking
parking structures,
structures, located
located in
in and
and on
on the (collectively, the
the Land (collectively, the “Improvements”).
"Improvements").
CTOHBedQJHBNQI
CTO
CTOl\BcdoJ\48399 l M
1\BedoJ\483991 .14.. l :1
( ARTICLE XI WARRANTIES AND REPRESENT ATIONS ................................................
REPRESENTATIONS ................................................ 13
13
11.01
11.01 Seller's Warranties
Seller’s Warranties and Representations .........................................................
and Representations ........................................................ .13
l3
13
11.02
11.02 Buyer's Warranties and
Buyer’s Warranties and Representations ......................................................... 15
Representations ......................................................... 15
11.03
1
l1.03 Default. ............................................................................................................. 15
Default ..............................................................................................................
Default. ............................................................................................................. 15
XII
ARTICLE XII NOTICES ......................................................................................................... 16
......................................................................................................... 16
12.01
12.01 Notice Procedure ..............................................................................................
Notice 166
16
.............................................................................................. 1
XIII
ARTICLE XIII GENERAL PROVISIONS .............................................................................. 17
17
.............................................................................. 1 7
13.01
13.01 Governing Law ................................................................................................
................................................................................................ 1177
13.02
13.02 Entire
Entire Agreement .............................................................................................
............................................................................................. 1177
17
13.03
13.03 Time of
of Essence ............................................................................................... 17
Essence ............................................................................................... 17
13.04
13.04 Successors and Assigns
Successors Assigns ....................................................................................
.................................................................................... 17
17
l7
13.05
13.05 Invalidity
Invalidity ..........................................................................................................
.......................................................................................................... 17
17
13.06
13.06 Waiver ..............................................................................................................
.............................................................................................................. 17
17
l7
13.07
13.07 Headings ..........................................................................................................
.......................................................................................................... 117
l77
13.08
13.08 Counterparts
Counterparts .....................................................................................................
..................................................................................................... 1l77
13.09
13.09 Business Days ..................................................................................................
Business Days .................................................................................................. 17
l7
17
13.10
13. 10
13.10 Assignment ......................................................................................................
...................................................................................................... 18
18
13.11
13.111
13.1 Attorney Fees ...................................................................................................
Attorney Fees ................................................................................................... 18 18
13.12
13 12
13. . Confidentiality
Confidenfiality .................................................................................................
Confidentiality ................................................................................................. 18
................................................................................................ 1188
13.13
l3. 13
l3 No Third
Third Party Beneficiary ..............................................................................
Party Beneficiary .............................................................................. 18
18
l8
c
13.14
13. l4
l3. 14 Waiver ofof Sovereign
Sovereign Immunity .......................................................................
....................................................................... 18
18
13.15
13. 15
1 3. l Independent Consideration ..............................................................................
Independent Consideration .............................................................................. l9 1199
Index of Exhibits:
Index of Exhibits:
A Legal
Legal Description of Property
Description of Property
B Intentionally Omitted
Intentionally Omitted
C Form of
of Lease
D Intentionally Omitted
E Form of
of Deed
F Form Bill
Bill of Sale
of Sale
G of SNDA
Form of
CTO I\BedoJ\483991.14
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CTOl\BedoJ\48399l l4. -u-
-ii.
( REAL ESTATE PURCHASE AGREEMENT
THIS
THIS REAL ESTATE PURCHASE AGREEMENT (this (this “Agreement”)
"Agreement") isis made,
“Agreement”) made, entered
entered
into
into and
and effective
effective as June 5,
as June 2015 (the
5, 2015 "Effective Date”)
(the “Effective between DALLAS
Date") between DALLAS COUNTY
COUNTY
SCHOOLS, aa county
county school
State of Texas (also
(also known
known as
as Dallas
Dallas County
County Board
Board
of
of School
School Trustees
Trustees and
and Dallas
Dallas County
County School
School District)
District) ("Seller"),
(“Seller”), and
and 2015
2015 ACQUISITIONS
ACQUISITIONS
55 LLC, aa Delaware
Delaware limited
limited liability
limited company (“Buyer”).
liability company ("Buyer").
(“Buyer").
Background Information
Backgound Information
Backggound
A.
A. Seller
Seller is
is the
the owner of six (6)
of six (6) parcels of real
parcels of real property
property located
located in
in Dallas
Dallas County,
County,
Texas
Texas more particularly
particularly described on Exhibit
described on attached hereto
A-1, attached
Exhibit A-l, hereto and
and made
made aa part
part
pan hereof
hereof (said
(said
real
real property,
property, together
together with
with all
With all appurtenances and hereditaments
appurtenances and hereditaments thereto,
thereto, shall
shall be
be referred
referred to
to
collectively
collectively as
as the
the "Real
“Real Property").
Property”).
B.
B. Seller
Seller desires
desires toto sell
sell to Buyer, and
to Buyer,
t0 and Buyer
Buyer desires
desires to
to purchase
purchase from
from Seller,
Seller, all
all of
of
Seller's
Seller’s right,
right, title
title and
and interest
interest in
in the
the Property (defined below)
Property (defined below) at
at the
the pn'ce
price and
price and on
on the
the terms
terms and
and
conditions
conditions hereinafter
hereinafter set
set forth.
forth.
Statement of Aglgeement
Statement of Agreement
Agreement
NOW THEREFORE, for for good and

and valuable
valuable consideration,
consideration, the
the receipt
receipt and
and sufficiency
sufficiency of
of
which
which are
are hereby
hereby acknowledged,
acknowledged, the parties hereby
the parties agree to
hereby agree to the
the foregoing
foregoing Background
Background
c Information and as
Information as follows:
follows:
ARTICLE II
PURCHASE AND SALE OF PROPERTY

PROPERTY
1.01
1.01 Agreement.
Aggeement. On the terms and conditions
the terms
tenns conditions set
set forth
forth below,
below, Seller
below. Seller hereby
hereby agrees
agrees to
agees to
sell
sell the
the Property
Property to
to Buyer and Buyer hereby
hereby agrees
agrees to
to purchase
purchase the
the Property
Property fi'om
from Seller.
from Seller.
1.02
1.02 Property.
Propem. Subject
Prepay. Subject to the terms and conditions
to the conditions of
of this
this Agreement,
Agreement, Seller
Seller agrees
agrees to
agees to
sell,
sell, and Buyer agrees
agrees to purchase the following:
to
t0 purchase the following:
(a)
(a) Land. The Real Property,
Lam.
L_agg. together with,
Property, together with, without
without waIranty
warranty of
warranty of title,
title, all
all of
of
Seller's
Seller’s right,
right, title
title and interest,
title interest, if
if any,
any, in in and to to all
all easements,
easements, rights
rights and
and appurtenances
appurtenances
pertaining toto such land, including, without limitation,
land, including, limitation, (1)( 1) all
all minerals,
minerals, oil,
oil, gas,
gas, and
and other
other
hydrocarbon substances thereon,
thereon, (2)
(2) all
all adjacent
adjacent strips,
Snips,
strips, streets,
streets, roads,
roads, alleys
alleys and
and rights
n'ghts
rights of
of way,
way,
public or private,
public or private, open or proposed, (3)
open or (3) covenants, easements, privileges,
covenants, easements, privileges, and hereditaments,
privileges. and hereditaments,
whether or not of record,
record, and (4) all access,
(4) all access, air,
air, water.
water, riparian,
water, riparian, development,
development, utility,
utility, and
and solar
solar
rights
rights (collectively,
(collectively, the
(coliectivcly, the "Land").
“Land”).
(b)
(b) Improvements.
Improvements. All improvements and
A11 improvements and structures
structures currently
structures currently located
located or
or
under
under construction on the Land, including any buildings,
buildings, together
together with
with any
any and
and all
all parking
parking lots
lots
and
and parking
parking structures,
structures, located
located in
in and
and on
on the (collectively, the
the Land (collectively, the “Improvements”).
"Improvements").
CTOHBedQJHBNQI
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(c)
(c) Tangible
Tangible Personal
Personal Property.
Propem. To the extent lawfully
the extent lawfully transferable,
transferable, all of
all of
Seller's right, title and

Seller’s right, title interest, if any, in and to the building systems, fixtures,
and interest, if any, in and to the building systems, fixtures, and machinery and machinery
that constitutes fixtures
that constitutes fixtures incorporated
incorporated therein, but excluding
therein, but excluding Seller’s
Seller's Equipment
Equipment and Seller's
and Seller’s
Seller's
dee
Trade Fixtures
Trade Fixtures (collectively,
(collectively, the "Tangible
the “Tangible Property”). For
Personal Property").
Personal purposes herein,
For purposes herein,
"Seller's Equipment” means
“Seller’s Equipment" means all equipment located
all equipment located from time to
from time to time at the
time at the Property, including,
Property, including,
without limitation,
without all underground
limitation, all underground and above-ground storage
and above-ground storage tanks (collectively, the
tanks (collectiVely,
(collectively, the "Storage
“Storage
Tanks"), but
Tanks”), excluding fixtures
but excluding (other than
fixtures (other than Seller’s
Seller's Trade
Trade Fixtures and the
Fixtures and the Storage Tanks) which
Storage Tanks) which
are an integral
are an integral part
part of the Real
of the Property and
Real Property and which
which are arc customarily
customarily included in
customme included in commercial
commercial
buildings. For
buildings. purposes herein,
For purposes herein, ;'Seller's
“Seller’s Trade Fixtures"
Fixtures“ meansmeans all office furniture.
all office furniture, fixtures
fixtures
and equipment
and equipment owned by Seller which are located in the Improvements, all to
by Seller which are located in the Improvements, all to the extent such the extent such
items are
items are not permanently affixed
not permanently affixed to the Improvements
to the Improvements 0r or which
or which may be be decommissioned
decommissioned (or (or
(01'
dismantled
dismantled and and removed)
removed) without
without damage (that (that is is not repairable or
not repairable not repaired
or not repaired upon
decommissioning or
decommissioning or dismantling
dismantling and and removal)
removal) to (i) the
to (i) the strucmral
structural components
shuctural components of of load bearing
bean'ng
load bearing
walls, (ii)
walls, footings, (iii)
(ii) footings, (iii) the structural components
the structural components of of the roof system,
the roof system, foundation
system, foundation and and exterior
exten’or
exterior
walls, specifically excluding
walls, specifically
walls, excluding the the non-load bearing walls,
non-load bearing walls, glass and windows,
glass and windows, and and doors,
doors, (iv)
(iv) the
the
slab or
slab or (v)
(v) the
the mechanical,
mechanical, electrical,
electrical, plumbing,
electrical, plumbing, fire/life
fireflife safety or
fire/Iife safety or heating,
heating, ventilating
ventilating andand air
air
conditioning systems of
conditioning systems of the building, each
the building, each taken as aa whole.
taken as whole.
(d)
(d) Intangible Property. To the
Intangible Propem.
Pmpgy. the extent lawfully transferable,
extent lawfully transferable, all
all of Seller's
of Seller’s
right, title and
right, title interest, if
and interest, if any,
any, in,
in, to
to and
and under
under all warranties,
warranties, occupancy
all warmnties, occupancy certificates
certificates or
or permits
permits or
permits or
their local
their local equivalent
equivalent issued
issued inin the
the name of
of Seller
Seller relating
relating to, or used
to, or used by
by Seller in connection
Seller in connection
with
with the installation, operation
the installation, maintenance of the
operation and maintenance the Real Property, and
Real Property, and relate
relate exclusively
exclusively toto
the ownership of
the ownership of the
the Real Property or
Real Property the Tangible
or the Personal Property
Tangible Personal Property (collectively,
(collectively, the
the
"Intangible Property").
“Intangible Propertf’).
Property").
(e)
(e) Property Defmed. The
Propem Defined.
Propegg The Land,
Land, the
the Improvements,
Improvements, the
the Tangible
Tangible Personal
Personal
Property and the
Property and the Intangible
Intangible Property are referred
Property are referred to
to collectively as the
collectively as “Property”. The
the "Property".
“Property".
Improvements, the
Improvements, the Tangible Personal Property
Tangible Personal Property and
and the
the Intangible
Intangible Property located on
Property located on the
the
individual properties described
individual properties described on Exhibit A-2
on Exhibit A—Z attached
attached hereto,
hereto, together with such
together with such applicable
applicable
parcel of
parcel of Real
Real Property, are referred
Property, are referred to
to separately
separately as
as the
the "Individual Property".
“Individual Property".
(f)
(t) Excluded Proggm.
Excluded Property. Any
Propem. and all
Any and all tangible
tangible property
property or personal property
or personal property of
of
Seller located at
Seller located at the
the Real
Real Property and not
Property and Tangible Personal
not Tangible Property as
Personal Property identified above,
as identified above,
including, without
including, without limitation,
limitation, the
the Storage Tanks, shall
Storage Tanks, shall be
be excluded
excluded from the sale
fiom the
fi'om sale contemplated
contemplated by
by
this Agreement
this and shall
Agreement and shall remain
remain the property of
the property of Seller.
Seller.
ARTICLE II
II
PURCHASE PRICE
2.01
2.01 Amount of Purchase Price.
of Purchase purchase price
Price. The purchase price for
for the
the Property
Property (the
(the "Purchase
“Purchase
Price") shall
Price”) be
shall be TWENTY-FIVE
TWENTY—FIVE MILLION AND NO/IOO N0/100 DOLLARS ($25,000,000.00),
($25,000,000.00).
($25,000,000.00),
subject
subject to possible adjustment
to possible adjustment as
adjusunent set forth
as set forth below in Section 2.0l(b)
in Section 2.01(b) below,
below, payable
payable toto Escrow
Agent (defmed below) for
(defined below) for the benefit of
the benefit Seller at
of Seller at Closing
Closing (as
(as hereinafter
hereinaflcr defined), in
hereinafter defined), in
immediately available funds,
immediately available adjusted by
funds, adjusted all prorations,
by all prorations, credits,
credits, allowances and other
allowances and other
adjustments
ustments specifically
adjustments
adj specifically provided
provided for
for herein. Purchase Price
herein. The Purchase shall be
Price shall be payable
payable as
as follows:
follows:
CTO I\BedoJ\48
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(a)
(a) the Effective
One the Effective Date,
Date, Buyer shall deliver
Buyer shall deliver to
to Republic
Republic Title
Title of
of Texas,
Texas,
Texas.
1
Inc.
Inc. (Chase Evans), 2626 Howell
(Chase Evans), Street, 10th
HOWell Sheet,
Street, 10
10'”h Floor, Dallas, Texas
Floor, Dallas, Texas 75204,
75204, Phone: 214-855-8888
Phone: 214-855—8888
("Escrow
(“Escrow Agent")
Agent”) a a cash
cash deposit
deposit in the amount
in the amount of of ONE THOUSAND AND NO/IOO NO/I 00
DOLLARS ($1,000.00)
($1,000.00) (which,
(which, together
together with
with interest
interest accrued
accrued thereon, is
thereon, is referred
referred to
to as the
as the
"Earnest Money"). The Earnest
“Earnest Money”). Earnest Money shall
shall be
be non-refundable
non-refundable to to Buyer, except as
Buyer, except as otherwise
otherwise
provided in
provided this Agreement.
in this Agreement. Escrow Agent shall shall hold
hold the
the Earnest
Earnest Money in in accordance
accordance with
with
Section
Section 3.01
3.01 of this
this Agreement.
Agreement.
(b)
The balance
(b) balance ofof the
the Purchase Price due
Purchase Price due from
fi'om Buyer
fiom at Closing
Buyer at Closing (after
(after
crediting the Earnest
crediting the Earnest Money and
and plus
plus or the credits,
or minus the credits, allowances
allowances and
and other adjustments as
other adjustments as
provided herein)
provided herein) shall be paid
shall be paid by
by Buyer
Buyer to
to Escrow Agent on the the Closing
Closing Date (as
(as hereinafter
hereinafter
defmed) and disbursed
defined) to Seller
disbursed to Seller at
Seller Closing in
at Closing in accordance
accordance with
with the
the terms of this
terms of this Agreement and
that certain
that certain BScrow
Escrow Agreement among Seller,Seller, Buyer
Buyer and Escrow Agent dated dated as of the
as of date
the date
hereof (the "Escrow Agreement").
hereof (the “Escrow Agreement”).
ARTICLE III
III
INITIAL CONTINGENCIES
3.01 Earnest
3.01 Money. The Earnest
Earnest Money.
Earnest shall be
Earnest Money shall be held
held by
by Escrow Agent in
in accordance
accordance
with the provisions of this Section 3.01:
with the provisions of this Section 3.01:
(a)
(a) If Buyer
If Buyer timely delivers aa Termination
timely delivers Termination Notice (as defmed
Notice (as below), this
defined below), this
Agreement shall terminate, in

shall terminate, in which case both parties
case both parties shall fully
shall be fully released fi'om
fi111y released from
fiom all
all further
further
liability and
liability and obligations
obligations hereunder, except as
hereunder, except as may expressly
expressly survive hereunder, and
survive hereunder.
hereunder, and the Earnest
Earnest
the Earnest
Money shall be returned
shall be returned promptly
promptly to
to Buyer;
Buyer; and
(b)
(b) If
If the transaction contemplated
the transaction contemplated hereby is consummated, the
hereby is Earnest
the Earnest
Money shall be paid
shall be paid to
to Seller and credited
Seller and to Buyer
credited to Buyer against
against the Purchase Price
the Purchase at Closing.
Price at Closing.
3.02
3.02 Due Diligence
Diligence Period.
Period. During
During the period beginning
the period beginning upon the Effective Date
the Effective and
Date and
ending
ending at
at 5:00p.m.
p.m. (New York,
5:00 pm. York, New York time) time) on June
June 5, 5, 2015 (hereinafter
(hereinafter referred
referred to
to as
as the
the
"Due Diligence Period"),
“Due Diligence Period"), Buyer shall have
Buyer shall the right
have the right to to examine any any documents
documents or or files
files
maintained
maintained by Seller related
by Seller related to
to the
the Property
Property which
which areare inin Seller's possession or
Seller’s possession or control.
control. Buyer
Buyer
shall have the
shall have the right,
right, in
in its
its sole
sole discretion, for any
discretion, for reason or
any reason or no reason,
reason, to
to approve
approve oror disapprove
disapprove
of the Property
of the Property oror any
any other
other aspect
aspect of
of the
the transactions
transactions contemplated
contemplated by by this Agreement. If
this Agreement. Buyer
If Buyer
determines
determines atat any time prior
any time prior to the expiration
to the expiration of of the
the Due Diligence Period that
Diligence Period that it
it elects
elects toto
terminate
terminate this
this Agreement,
Agreement, then then Buyer
Buyer may terminate
terminate this
this Agreement by by written
written notice
notice to Seller
to Seller
given not
given not later
later than
than 5:00p.m. York, New York time)
p.m. (New York,
5:00 p.111. time) on June
June 5, (the "Termination
5, 2015 (the “Termination
Notice"), whereupon
Notice"), whereupon neither party shall
neither party shall have any further
have any further rights,
funher duties or
rights, duties or obligations hereunder
obligations hereunder
except with
except with respect
respect toto the provisions of
the provisions of this
this Agreement which expresslyexpressly survive the termination
survive the termination
hereof, and
hereof, and the
the Earnest
Earnest Money shallshall be
be returned promptly to
retumed promptly
returned to Buyer.
Buyer.
CTOJI\eedomsm l4
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c ARTICLE IV
SUBMISSION MATERIALS
4.01
4.01 Seller's Cooperation. Seller
Seller’s Cogperation.
Coogeration. Seller agrees
agrees to submit to
to submit Buyer, within
to Buyer, within 22 business
business days
days
after
after the
the Effective Date, the
Effective Date, the following
following information
information and/or materials, to
and/or materials, to the
the extent
extent the
the same is in
is in
Seller's possession
Seller’s possession oror control,
confiol,
control, for
for Buyer's
Buyer’s use
use in
in preparation
preparation for
for the
the purchase
purchase of
of the
the Property
Property
("Property Information"). Except
(“Property Information”).
("Property Except asas otherwise provided in
otherwise provided in Section
Section 11.01 of this
11.01 of this Agreement,
Agreement,
Seller makes no
Seller makes no representation
representation asas to
to the
the accuracy
accuracy oror completeness
completeness ofof the Property Information.
the Property Information.
Property Information
The Property Information shall
shall include:
include:
(a) surveys, site

surveys, site plans,
(a) plans, topographical studies, plat
topogmphical studies, plat maps,
maps, property
property descriptions,
descriptions,
descriptions,
zorung maps and
zoning engineering drawings for the utilities
and engineering drawings for the utilities and public
public services servicing the
services servicing the
Property;
Property;
(b)
(b) soils reports for
soils reports the Property;
for the Property;
(c)
(c) environmental
environmental studies
studies of the Property;
of the Property;
(d)
(d) the
the most recent
recent real estate tax
real estate bills for
tax bills for the Property;
the Property;
(e)
(e) the final
the unconditional certificates
final unconditional of occupancy
certificates of occupancy for the Improvements;
for the Improvements;
and
and
(f)
(t) a copy
a of the
copy of the title
title insurance policies (or
insurance policies (or other form of
other form title evidence)
of title
title evidence)
issued
issued upon Seller’s acquisition of
Seller's acquisition of the Property.
ofthe
the Property.
All
All materials provided to
materials provided to Buyer
Buyer pursuant
pursuant toto this Article IV shall
this Article be kept
shall be kept confidential
confidential inin
accordance
accordance with the terms
with the of this
terms of this Agreement.
Agreement. If If this
this transaction
transaction is not closed
is not in accordance
closed in accordance with
with
the terms hereof
the terms all such
hereof all such materials
materials shall
shall be returned to
be returned
retumed Seller upon demand. Except
to Seller Except as
as set
set forth
forth
in Section 11.01,
in Section
Section all of
11.01, all of such
such information
information shall be provided
shall be provided without
without representation
representation or
or warranty of
warranty of
any kind, express
any kind, express or
express or implied.
implied.
ARTICLE V
ARTICLEV
EVIDENCE OF TITLE
5.01
5.01 Title Commitment. Promptly
Title Commitment
Commitment. Promptly following
following the Effective Date,
the Efi‘ective
Effective Date, Seller
Seller shall
shall obtain
obtain
from Escrow Agent
from Escrow Agent andand deliver
deliver to Buyer aa commitment (the
to Buyer (the "Title Commitment”) to
“Title Commitment") to issue
issue aa
Texas standard
Texas standard form
form of owner's title
owner‘s
of owner’s title insurance policy covering
insurance policy covering the Land, together
the Land, together with copies of
with copies of
all instruments reflected
all instruments reflected as as exceptions
exceptions set
set forth
forth therein, certified to
therein, certified to at least the
at least the Effective
Effective Date of of
this Agreement,
this Agreement, in in the
the full
full amount
amount of of the
the Purchase Price. To be
Purchase Price. be acceptable
acceptable to to Buyer,
Buyer, the
the Title
Title
Commitment shall shall list
list Seller
Seller as holder of
as holder of good andand marketable
marketable title
title to
to the Property, and
the Property, and shall
shall
commit to to insure
insure said
said title
title free and clear
clear of 'm
commit fiee and
fi'ee of the
the standard
stande printed exceptions
standard printed exceptions contained
contained in in
Schedule B of
Schedule of the
the Title
Title Commitment and and free and clear
flee and
fi‘ee clear of all liens,
of all liens, charges,
charges, encumbrances and and
clouds of
clouds of title,
title, whatsoever, except the
whatsoever, except following (the
the following (the "Permitted
“Permitted Exceptions"):
Exceptions”):
(a)
(a) Those created
created by
by Buyer;
Buyer,
Buyer;
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( (b)
(b) Zoning ordinances,
Zoning ordinances, legal
legal highways
highways and public rights-of-way;
and public rights-of-way;
rights-of—way;
(c)
(c) Real estate
estate taxes
taxes which are
are a lien on
a lien 0n the Property but
the Property but which are
are not
not yet
yet
due and payable;
due payable; and
and
(d)
(d)
(cl) Easements and restrictions
Easements restrictions of record
record acceptable
acceptable to Buyer.
to Buyer.
Title to the
Title to the Property shall be
Property shall be conveyed
conveyed toto Buyer fi'ee fiom
Buyer free
flee from all
all liens,
liens, encumbrances,
encumbrances,
encroachments and
encroachments and other
other exceptions to title
excepu'ons t0
exceptions to title except
except the
the Permitted
Permitted Exceptions.
Exceptions. ForFor title to the
to the
title t0
Property to
Property be acceptable
to be acceptable to Buyer on the
to Buyer the Closing,
Closing, the
the Title
Title Commitment must (i) (i) commit to to
insure that
insure that all parcels
parcels of
all of land
land are
are contiguous,
contiguous, and if the
and if legal description
the legal description for the Land includes
for the includes
more than one parcel,
than one parcel, that there are
that there are no
no gaps
gaps nor gores among them;
nor gores them; and
and (ii)
(ii) commit to insure that
to insure
insuxe that
on the
on the Closing Date, the
Closing Date, the Property
Property shall have direct
shall have direct access
access to
to dedicated public highways
dedicated public highways that abut
that abut
the Property.
the Property.
5.02
5.02 Title Policy.
Title At Closing,
Closing, and as
Closing.
Policy. as aa condition
condition of Closing, aa proforma
of Closing, proforma owner’s
owner's title
title
insurance policy in
insurance policy in the
the form of the
form of the Title
Title Commitment, containing
containing no exceptions
exceptions related
related to to
mechanics' liens and that
mechanics’ liens that otherwise
otherwise shows n0no change in
no in the state of the
the state the title to the
title to the Property
Property since
since
the effective
the effective date of the
date of the Title
Title Commitment, shall
shall be issued
issued by
by Escrow Agent as agent for
as agent for First
First
American Title
Title Insurance
Insurance Company to to Buyer
Buyer in
in the amount of
the amount of the Purchase Price
the Purchase (the "Title
Price (the “Title
Policy").
Policy”).
5.03
5.03 Survey. Buyer may obtain
Survey. Buyer obtain aa survey
survey of
of the
the Property
ofthe (the "Survey"),
Property (the prepared by
“Survey"). prepared
“Survey”), by aa
surveyor registered
surveyor registered in
in the State of
the State of Texas,
Texas, which cost shall be
cost shall be paid
paid by
by Buyer.
Buyer. The Survey
Survey shall
SuIVey shall
contain
contain aa legal description of
legal description the Property
of the Property that matches the
that matches the Title shall be
Title Commitment, shall be certified
certified
by the
by surveyor to
the surveyor to Seller, Buyer, Buyer’s
Seller, Buyer, Buyer's lender
lender and the title
and the title insurance
tide and shall
insurance company and be
shall be
dated
dated no more than
than forty-five
forty-five (45) days prior
(45) days prior t0
to the
to the Closing
Closing Date (the
(the "Survey").
“Survey”).
5.04
5.04 Defects.
Defects. In the
In
1n event that
the event that an examination
examination of
of either
either the
the Title
Title Commitment
(including any
(including any endorsements) or the
endorsements) or Survey obtained
the Survey obtained hereunder
hereunder discloses any matter
discloses any matter adversely
adversely
affecting
affecting title to the
title to Property, or
the Property, or if title to
if title to the
the Property
Property isis not
not marketable,
marketable, or if the
or if the Property
Property is is
subject
subject toto liens,
liens, encumbrances,
encumbrances, easements,
easements, conditions, restrictions, reservations
conditions, restrictions, reservations or other matters
or other matters
not specifically excepted
not specifically excepted byby the
the terms
terms of of this
this Agreement,
Agreement, or in the
or in event of
the event of any
any encroachment
encroachment or or
other defect
other defect shown by by the
the Survey
Survey (the
(the foregoing
foregoing collectively
collectively referred
referred to to as
as "Defects"), Seller
“Defects”), Seller
“Defects"), Seller
shall have
shall have aa reasonable
reasonable time,
time, notnot to
to exceed
exceed thirty
thirty (30) days after
(30) days written notice
afier written notice thereof, within
thereof, within
which to
which to cure
cure oror remove any such Defects.
any such Defects. In In the
1n the event Seller is
event Seller unable or
is unable or unwilling
unwilling to cure or
to cure or
remove the Defects within
the Defects within said
said 30-day period, Seller
30-day period, Seller shall
shall immediately
immediately give give notice
notice ofof Seller's
Seller’s
inability
inability toto Buyer
Buyer andand thereafter,
thereafier, Buyer shall have
Buyer shall ten (10)
have ten (10) days
days after receipt of
afier receipt such notice
of such notice
within
within which
which to to make its its election
election either:
either: (a)
(a) to
to accept
accept title
title to
to the
the Property
Property subject
subject to
to such
such
Defects;
Defects; or or (b) to withdraw
(b) t0
to withdraw fiom from this transaction and
this transaction and terminate
terminate thisthis Agreement,
Agreement, upon which
Ageement,
termination the
termination the Earnest
Earnest Money shall shall bebe refunded promptly to
refimded promptly
refunded to Buyer
Buyer and and thereafter
thereafter neither party
neither party
shall have
shall have anyany further
further liability to
further liability to the
the other
other hereunder, except as
hereunder, except as may expressly survive hereunder.
expressly survive hereunder.
Notwithstanding the
Notwithstanding
Notwithstanding foregoing, any
the foregoing, any delinquent
delinquent real real property
property taxes, deeds of
taxes, deeds of trust,
trust,
aust. mortgages
mortgages and,and,
to the extent
to the extent arising out ofthe
arising out of the acts of Seller,
acts of Seller, mechanic's liens (collectively,
mechanic’s liens (collectively, "Monetary
“Monetary Liens"),
Liens”),
first
first discovered
discovered or or disclosed
disclosed after
after the
afier the Effective Date shall
Effective Date
Effectiva shall be
be automatically
automatically deemed unpermitted
unpermitted
exceptions, and
exceptions, Seller shall
and Seller shall cause
cause all such Monetary
all such Liens to
Monetary Liens be removed from
to be fiom record
record on on or
or
before the
before the Closing Date. In
Closing Date. addition, Seller,
1n addition,
In Seller, at Seller's sole
at Seller’s sole cost
cost and
and expense,
expense, shall be obligated
shall be obligated
CToamedomsweua
CTOl\BedoJ\48399l . l 55
UI
( to release and discharge
release and
to release discharge ofof record,
record, on or
or before
before the
the Closing
Closing Date,
Date, any
any Defeat
Defect voluntarily
Defect voluntarily created
voluntarily created
by
by Seller
Seller from and after
fi'om and the Effeotive
afier the
after Effective Date.
Effective Date.
VI
ARTICLE VI
DEED AND OTHER DOC

DOCUMENTS
DOCUMENTS
NTS
6.01
6.01 "AS-IS"
“AS-IS” Sale. Buyer
“AS-IS" Sale. Buyer acknowledges
acknowledges that prior
acknowledges that prior to
to the
the Closing,
Closing, Buyer
Buyer will
will have
have
independently
independently and
independently personally inspected
and personally inspected the Property and
the Property and that
that Buyer
Buyer has
has entered
entered into
into this
this
Agreement
Agreement based
based upon
upon its
its ability
ability to
to make such
such examination
examination and
and inspection.
inspection. EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREENENTm AGREEMENT OR IN THE DOCUMENTS
TO BE EXECUTED AT CLOSING T0 THE CONTRARY, BUYER ACKNOWLEDGES
TO TIE
TI-E ACKNOWLEDGES
THAT BUYER IS IS PURCHASING THE PROPERTY IN IN “AS-IS,
"AS-IS, WHERE-IS”
WHERE-IS" CONDITION
“WITH
"WITH ALL FAULTS"
FAULTS” AS 0F SPECIFICALLY AND EXPRESSLY
OF THE CLOSING AND SPECIFICALLY
WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, ElTI-ER EITHER
EITI-ER
EXPRESS OR IMPLIED, FROM SELLER OR ANY OF ITS ITS PARTNERS, SHAREHOLDERS,
PARTNERS, SHAREHOLDERS,
AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, TRUSTEES AND BENEFICIARIES BENEFICIARIES
(THE "SELLER PARTIES") AS T0
“SELLER PARTIES”) PLATTING, SUBDIVISION, TAX
TO ZONING, PLATTING.
CONSEQUENCES, PHYSICAL 0R OR ENVIRONMENTAL CONDITIONS, AVAILABILITY AVAILABILITY
0F INGRESS OR EGRESS, VALUATION, GOVERNMENTAL APPROVALS,
OF ACCESS, WGRESS APPROVALS,
GOVERNMENTAL REGULATIONS OR ANY OTHER MATTERS OR THINGS RELATING
GOVERNWNTAL RELATING
TO OR AFFECTWG
AFFECTING TIETHE PROPERTY, INCLUDING, WITHOUT LIMITATION; LIMITATION; (I) THE
(I) TIE
CONDITION, FITNESS FOR ANY PARTICULAR PURPOSES, SUITABILITY, SUITABILITY, 0R OR
OR
MERCHANTABILITY 0F THE PROPERTY, (II)
OF TI-E (II) THE STRUCTURAL INTEGRITY INTEGRITY OF OF
AND/OR ANY DEFECTS IN TI-IE THE PROPERTY, (1m) (III)) THE ACCURACY OR
(III))
COMPLETENESS OF ANY 0F INFORMATION, DATA, MATERIALS 0R

OF THE INFORMATION. OR
OR
CONTAMD IN ANY INFORMATION PROVIDED BUYER, (IV)
CONCLUSIONS CONTAINED (IV) THE
FAILURE 0F OF THE PROPERTY TO COMPLY WITH ANY LAWS APPLICABLE T0 TO THE
TO THE
PROPERTY, (V) (V) THE ENVIRONMENTAL CONDITION 0F PROPERTY, 0R
OF THE PROPERTY.
PROPERTY, OR (VI)
(VI)
ANY OTl-ER
OTHER WARRANTY 0F OF ANY KIND, NATURE, 0R OR TYPE WHATSOEVER FROM
SELLER 0R OR ANY OTHER PARTY 0N ON BEHALF 0F OF SELLER, EXCEPT AS OTHERWISE OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE DOCUMENTS TO TI-m TO BE BE
EXECUTED AT CLOSING T0 TO THE CONTRARY, BUYER BUYER IS IS ACQUmING
ACQUIRING THE
ACQUIRING THE
PROPERTY ON TIE THE BASIS 0F OF ITS OWN INDEPENDENT ESPECTIONS, INSPECTIONS, INQUmIES
INSPECTIONS, INQUIRIES
INQUIRIES
AND/OR INVESTIGATIONS AND NOT AS A RESULT 0F WARRANTIES 0R
OF ANY WARRANTES
WARRANTIES OR
OR
REPRESENTATIONS OF SELLER, BUYER REPRESENTS THAT IT IS A
IT IS
[S
KNOWLEDGEABLE BUYER 0F OF REAL ESTATE AND THAT EXCEPT AS OTI-ERWISE OTHERWISE
OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT 0R OR IN THE DOCUMENTS TO BE
IN TIE
EXECUTED AT CLOSING TO THE CONTRARY IT IS IS RELYING SOLELY ON ITS ITS OWN
EXPERTISE AND THAT 0F OF BUYER’S
BUYER'S CONSULTANTS, AND BUYER
THAT BUYER WILL
CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS INVESTIGATIONS 0F OF THE PROPERTY.
PROPERTY,
PROPERTY,
INCLUDING. BUT NOT LIMITED T0,
INCLUDING, TO, THE PHYSICAL AND ENVIRONMENTAL
TO, ENVIRONMENTAL
CONDITIONS THEREOF, AND SHALL RBLY RELY UPON SANE, SAME, AND UPON CLOSING
SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, INCLUDING, BUT BUT NOT
T0, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT
LIMITED TO,
HAVE BEEN REVEALED BY BUYER’S BUYER'S INSPECTION AND INVESTIGATIONS. THERE
ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, REPRESENTATIONS, COLLATERAL
CTonBcdoms399LH
CTO 1\BedoJ\483991.14
CTOI\B¢ao1ws399I.1-: 6
TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY
THIRD
THJRD PARTY. SELLER ISIS NOT LIABLE OR BOUND IN ANY MANNER BY ANY
XS
VERBAL OR WRITTEN STATEMENTS,
STATEWNTS, REPRESENTATIONS, OR INFORMATION
PERTAWG TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER,
PERTAINING
AGENT, EMPLOYEE, SERVANT OR OTHER PERSON OTHER THAN SELLER. IF IF
BUYER ACQUIRES THE PROPERTY, THEN EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT OR IN DOCUMENTS TO BE EXECUTED AT
[N THE DOCUIVENTS
CLOSWG TO THE CONTRARY, BUYER ASSUMES ALL RISKS RELATING IN
CLOSING IN ANY
MANNER T0TO THE PROPERTY, AND SHALL BE SOLELY AND COIVLPLETELY
COMPLETELY
RESPONSIDLE FOR THE PAYMENT OF ALL COSTS AND EXPENSES IN CONNECTION
RESPONSIBLE
WITH THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN IN THIS
AGREEMENT OR0R IN THE
TI-E DOCUMENTS TO BE EXECUTED AT CLOSD‘JG T0 THE
CLOSING TO
CONTRARY, BUYER, ON BEHALF OF ITSELF AND ITSITS SUCCESSORS AND ASSIGNS,
WCLUDING
INCLUDING WITHOUT LIMITATION,
LHVHTATION, WAIVES AND RELEASES ALL CLAIMS
AGAINST AND RIGHTS TO RECOVER FROM THE SELLER PARTIES, AND EACH OF
THEM, ANY AND ALL PRESENT OR FUTURE DEMANDS.
DEMANDS, CLAIMS, LEGAL OR
ADMINISTRATIVE PROCEEDINGS, LOSSES, LIABILITIES,
LIABILITIES, DAMAGES, PENALTIES,
LIABILITES,
FINES, LIENS,
FINES, LIENS, JUDGMENTS,
IUDGMENTS, COSTS OR EXPENSES, KNOWN OR UNKNOWN,
FORESEEN OR UNFORESEEN, ARISING FROM OR RELATING TO PROPERTY, OTHER
THAN THIE
THE RIGHT TO ADD SELLER AS A THIRD PARTY DEFENDANT WITH
TI-E
RESPECT TO ANY CLAIM BROUGHT BY A THIRD PARTY THAT WAS NOT CAUSED
BY BUYER OR ANY OF ITS ITS EMPLOYEES, OFFICERS, DIRECTORS,
REPRESENTATIVES, CONTRACTORS OR 0R INVITEES (COLLECTIVELY, THE “BUYER
fNVITEES (COLLECTIVELY, "BUYER
PARTIES”). THE PROVISIONS OF THIS SECTION 6.01
PARTIES"). 6.01 SHALL NOT APPLY TO OR
SELLER’S OBLIGATIONS UNDER THIS AGREEMENT OR ANY OF THE
LIMIT ANY OF SELLER'S
DOCUMENTS EXECUTED BY SELLER AT CLOSING. THE PROVISIONS OF THIS
SECTION 6.01
6.01 SHALL SURVIVE TI-E
THE CLOSING.
6.02
6.02 Special
Special Warranty Deed.
Warrang Seller shall,
Deed. Seller shall, at
at the
the Closing,
Closing, convey
convey fee
fee simple
simple title
title to
to the
the
Property to
Property to Buyer
Buyer byby a
a duly and validly
duly and validly executed, recordable special
executed, recordable special warranty
warranty deed,
deed, free
free and
clear of all
clear all liens and encumbrances,
liens and encumbrances, except
except the Permitted Exceptions
the Permitted in the
Exceptions in form attached
the form attached hereto
hereto
as Exhibit E (the
as Exhibit (the “Deed”).
"Deed").
6.03
6.03 Other Documents. Buyer
Other Documents. and Seller
Buyer and Seller agree
agree that
that such other documents
such other documents asas may be
be
legally necessary
legally necessary or
or appropriate to can-y
appropriate to carry out
carry out the
the terms
terms of
of this
this Agreement
Ageement shall be executed
shall be executed and
and
delivered by
delivered by the appropriate party
the appropriate party at
at Closing.
Closing.
ARTICLE VII
VII
POSSE_SSION AND INSPECTION

POSSESSION
7.01
7.01 Access. Seller
Access. Seller shall afford all
shall afford all representatives
representatives of
of Buyer reasonable access
Buyer reasonable access to to the
t0 the
Property
Preperty for
Property the purpose
for the purpose of conducting
conducting anyany surveys, inspections and tests
surveys, inspections tests reasonably required by
reasonably required by
Buyer. In
Buyer. [n conducting
In conducting any inspections of or
any inspections entries onto
or entries the Propetty,
onto the Property, Buyer (and
Property, Buyer it agents
(and it agents and
contractors) shall
contractors) shall not
not interfere with Seller
interfere with Seller and its
Seller its contractors. Subject to
contractors. Subject to the
the following
following
limitations, this
limitations, this privilege shall
privilege shall include
include the
the right to
right to make surveys, site plans,
surveys, site plans, renderings,
renderings, soil
soil tests,
tests,
environmental inspections, borings,

environmental inspections, borings, percolation
percolation tests
tests and other tests
and other tests to
to obtain
obtain any
any relevant
relevant
CTO I \Bedolu8399l
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l \BedoJ\48 3991.14
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l4V
. 7
7
information necessary
information necessary to to determine
t0 determine subsurface, topographic and
subsurface, topographic and drainage conditions and
drainage conditions and the
the
suitability of the Property
suitability of the Property for usefor use and
and development
development by
by Buyer.
Buyer. Buyer's
Buyer’s inspection
inspection of
of the
the
Property may include
Property include aa non-invasive
non-invasivc Phase
non—invasive Phase lII environmental
environmental inspection
inspection (the
(the "Phase
“Phase II Report”),
Report"),
Report“),
but no Phase
but no Phase II environmental inspection
II environmental inspection or or other
other invasive
invasive inspection
inspection or sampling of
or sampling soil, water,
of soil, water,
air or other
or
air 0r materials, either
other materials, either as part
as pan of the
part of the Phase
Phase II inspection
inspection or or any
any other
other inspection,
inspection, may be be
performed
performed without
without Seller's
Seller’s prior
prior written
written consent.
consent. Before
Before conducting
conducting any
any on-site
on-site inspection
inspection of
of
the
the Property,
Property, Buyer
Buyer shall provide Seller
shall provide Seller with
with proof
proof ofof insurance
insurance that is reasonably
that is reasonably acceptable
acceptable toto
Seller.
Seller. If
If any
any inspection
inspection oror test disturbs the
test disturbs Property, Buyer
the Property, Buyer shall restore the
shall restore the Property
Property to to
substantially the
substantially same condition
the same condition as as existed prior to
existed prior to any such inspection
any such inspection or or test.
test. Buyer shall keep
Buyer shall keep
the Property
the Property free and clear
flee and
fi-ec clear of any liens
of any liens and indemnify, defend,
and indemnify, defend, and
and hold
hold Seller
Seller harmless
harmless from all all
claims and
claims and liabilities
liabilities for injury to
for injury to persons
persons oror damage to property resulting
to propeny
property resulting fiomfrom any such entry,
any such enU'y,
entry,
inspection and
inspection and testing by Buyer
testing by Buyer or or its representatives or
its representatives or contractors.
contractors. Buyer's obligations under
Buyer’s obligations under
the preceding
the preceding 22 sentences shall survive
sentences shall survive thethe Closing
Closing and
and any termination of
any termination of this
this Agreement.
Agreement.
7.02
7.02 Possession
at
at Closing.
Possession Subject to
Closing. Subject to the terms of
the terms of the
the Leases,
Leases, Buyer shall be entitled
Buyer shall entitled
to full and
to full and exclusive possession of
exclusive possession of the
the Property as of
Property as of the Closing Date.
the Closing Date.
ARTICLE VIII
VIH
VIII
CLOSING
8.01 Closing
8.01 Closing Date. The puxchase
gate. The
Date. purchase and
purchase and sale of the
sale of the Propeny
Property shall
Property shall be
be consummated (the (the
“Closing”) on
"Closing") or before
on or before June
June 5,
5, 2015
2015 and
and shall
shall be
be extended
extended by
by such
such time,
time, if
if any,
any, as
as is
is necessary
necessary
to cure Defects,
to cure as set
Defects, as set forth in Section
forth in Section 5.04
5.04 hereof
hereof (the
(the "Closing Date”). Subject to
Date"). Subject
“Closing Date"). Subject to the
the
foregoing provision of
foregoing provision this Section
of this Section 8.01,
8.01, the
8.01 Closing shall
the Closing
, shall be at such
be at such time
time and
and place
place as Buyer and
as Buyer
Seller may mutually
Seller mutually agree
agree upon. Notwithstanding the
upon. Notwithstanding the foregoing,
foregoing, Buyer
Buyer has
has the right to
the right adjourn
to adjourn
the Closing one
the Closing one time,
time, for
for a
a period
pen‘od
period up
up to
to two (2)
(2) business
business days by
days by written
written notice
notice to
to Seller
Seller received
received
not
not later
later than
than one 1) business
one ((1)
(l) business day prior to
day pn'or
prior to the
the scheduled
scheduled Closing.
Closing.
8.02 Conditions
8.02 Conditions Precedent
Precedent to
to Buyer's
Buyer’s Obligation
Obligation to
Obliggtion Close. Buyer's
to Close. obligations to
Buyer’s obligations to
purchase the
purchase the Property
Property and pay the
and pay Purchase Price
the Purchase are subject
Price are subject to
to the satisfaction (or
the satisfaction (or waiver by
by
Buyer in
Buyer in writing) of the
writing) of the following
following conditions and actions
conditions and actions precedent
precedent ("Buyer's
(“Buyer‘s Conditions
(“Buyer's Conditions
Precedent"):
Precedent”):
(i)
(i) Seller shall have
Seller shall have delivered duly executed
delivered duly and acknowledged,
executed and aclmowledged, if
acknowledged, required,
if required,
counterparts of one
counterparts of
counterparts one or (as specified
or more (as specified by
by Buyer) leases of
Buyer) leases of the Property,
Property, each
the Propcny, dated as
each dated as of the
of the
Closing Date and
Closing Date each in
and each in substantially
substantially the
substantially the form
form attached
attached hereto Exhibit C (individually,
as Exhibit
hereto as (individually, aa
“Lease” and
"Lease" collectively, the
and collectively, "Leases");
the “Leases”);
(ii)
(ii) No material adverse change
material adverse change shall have occurred
shall have occurred to
to the
the condition of the
condition of the
Property, including environmental changes to the Property and the state of title, between the
Property, including environmental changes to the Property and the state of title, between the
Effective
Effective Date
Efi‘ectivc and the
Date and the Closing
Closing Date, except as
Date, except provided for
as provided for in
in this Agreement;
this Agreement;
(iii)
(iii)
(iii) Seller
Seller shall have received
shall have all necessary
received all necessary governmental
governmental approvals
approvals for
for the
the
occupancy and
occupancy and use
use of
of the
the Improvements in accordance
Improvements in accordance with
with the Leases;
the Leases;
(iv)
(iv) Seller
Seller shall
shall have delivered the
have delivered Deed, together
the Deed, together with
with all
all required
required
conveyance
conveyance forms;
forms;
(
CTO 1\BedoJ\483991.14
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C'rouaedomssem.n4 8
8
(v)
(v) Seller shall have
Seller shall have delivered
delivered aa duly executed bill
duly executed bill of sale for
of sale for the
the transfer
tmnsfer of
transfer of
all of the
all of the Property (except for
Property (except for the
the Land)
Land) in the form
in the attached hereto
form attached hereto asas Exhibit F (the
(the "Bill
“Bill of
of
Sale");
Sale");
Sale”);
(vi)
(vi) Escrow Agent
Escrow Agent shall be
shall be irrevocably
irrevocably committed
committed to
to issue
issue to
to Buyer
Buyer the
the Title
Title
Policy;
Policy;
(vii) All
(vii) All representations and warranties
representations and wmanties of
warranties of Seller
Seller set
set forth
forth in
in this
this Agreement
shall be
shall be true
true and correct in
and correct all material
in all respects as
material respects if made on
as if the Closing
on the Date;
Closing Date;
(viii)
(viii) Seller shall
Seller shall have performed and
have performed and observed,
observed, in
in all material respects,
all material respects, all
all
covenants of
covenants of Seller under this
Seller under Agreement;
this Agreement;
(ix)
(ix) Seller shall
Seller shall have
have delivered each of
delivered each of the Closing Documents required
the Closing to be
required to be
delivered by
delivered by Seller
Seller under
under Section 8.04 of
Section 8.04 this Agreement;
of this Agreement;
(x)
(x) As of
of the Closing Date,
the Closing Seller shall
Date, Seller shall have
have aa credit rating of
credit rating of at
at least Baal
least Baal
by Moody's
by Moody’s Investors
Investors Services, Inc.;
Services, lnc.;
Inc.;
(xi)
(xi) Buyer shall
Buyer shall have received the
have received Survey in
the Survey in form
form acceptable
acceptable to Buyer;
to Buyer;
(xii)
(xii) Seller
Seller shall have
shall have delivered
delivered a duly executed
a duly executed and acknowledged
and acknowledged
subordination, nondisturbance
subordination, nondisturbance and
and attomment
attornment agreement
agreement in
in the
the form
form attached hereto as
attached hereto Exhibit
as Exhibit
Q with such
G with such changes
changes as Buyer's lender
as Buyer’s lender may reasonably require (the
reasonably require (the "SNDA");
“SNDA”};
“‘SNDA”);
(xiii) Seller
(xiii) Seller shall
shall have delivered certificates
have delivered certificates of
of insurance for all
insurance for coverages
all coverages
required by the
required by the Leases,
Leases, in
in form
form and substance satisfactory
and substance satisfactory to
to Buyer and Buyer's
Buyer and Buyer’s lender;
lender;
lender;
(xviii) Seller, as
(xviii) Seller, tenant, shall
as tenant, shall have paid its
have paid its first payment of
first payment
filst of Fixed
Fixed Rent
Rent and
and
Additional Rent
Additional (each as
Rent (each defmed in
as defined in the
the Leases)
Leases) under
under the Leases and
Leasw
the Leases and any
any Fixed
Fixed Rent
Rent payable
payable
for aa partial
for partial month in
month which the
in which the Lease
Lease Commencement Date
Date occurs
occurs pursuant to Section
pursuant to Section S(b)
5(b) of
of
0f
the Leases; and
the Leases; and
(xix)
(xix) Seller shall
Seller shall have delivered legal
have delivered legal opinions
Opinions covering the
coven’ng
opinions covering due authorization,
the due authorization,
authorization,
execution, delivery
execution, delivery and
and enforceability
enforceability of the Leases,
of the Leases, in forms satisfactory
in forms satisfactory to
to Buyer and Buyer‘s
Buyer and Buyer's
Buyer’s
lender
lender (together, the "Lease
(together, the at the
Letters"), at
“Lease Opinion Letters”),
Letters"), sole cost
the sole cost and expense of
and expense Seller.
of Seller.
8.03
Conditions to Seller’s
Precedent to Seller's
Seller's Obligation to Close.
Obligation t0
to Close. Seller's obligation to
Seller’s obligation
lo
to
convey the
convey Property to
the Property to Buyer
Buyer is
is subject to the
subject to the satisfaction (or waiver
satisfaction (or by Seller
waiver by in writing)
Seller in writing) of
of the
the
following conditions and
following conditions and actions precedent ("Seller's
actions precedent (“Seller’s Conditions Precedent”):
Precedent"):
(i)
(i) Buyer shall
Buyer shall have performed and
have performed and observed, in all
observed, in all material
material respects,
respects, all
all
covenants of Buyer
covenants of Buyer under
under this Agreement;
this Agreement;
(ii)
(ii) All representations
All representations and
and warranties
warranties of Buyer set
of Buyer set forth
forth in
in this Agreement
this Agreement
shall be
shall be true
true and
and correct
correct in
in all
all material
material respects as if
respects as
reSpects if made
made on
on the Closing Date;
the Closing Date; and
and
(iii)
(iii) Buyer shall have
Buyer shall have delivered
delivered each
each of the Closing
of the required to
Closing Documents required to be
be
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delivered
delivered by
by Buyer
Buyer under
under Section
Section 8.05
8.05 of
0f this Agreement
of this Agreement and
and shall
shall have
have paid
paid to
to Escrow
Escrow Agent
Agent
the
the balance
balance due
balance due of
of the
the Purchase Price.
Pn'ce.
Purchase Price.
8.04
8.04 Seller's Deliveries
Seller’s DeliVerics
Deliveries inin Escrow.
Escrow. On or or before
before the
the Closing
Closing Date,
Date, Seller
Seller shall
shall deliver
deliver
deliver
in
in escrow
escrow to
to the
the Escrow
Escrow Agent the following
Agent the items, on'ginal
following items, original documents
original documents andand instruments,
instruments, fiJIly
fully
fully
executed
executed and,
and, where required, notan'zed,
where required, notarized, as
notarized, as applicable,
applicable, with
with respect
respect to
to the
the Property:
Property:
(i)
(i) The Deed,
Deed, together
together with
with all conveyance forms
all conveyance forms and
and transfer
transfer tax
tax forms,
forms, if
if
any,
any, as
as may be
be required
required by
by Escrow
Escrow Agent;
Agent;
(ii)
(ii) The Leases;
Leases;
(iii)
(iii) The Bill of Sale;
Bill of Sale;
(iv)
(iv) disclosures and
Any disclosures and reports
reports as
as are
are required
required by
by applicable
applicable state
state and
and local
local
law
law in
in connection
connection with
with the
the conveyance of the
conveyance 0f
of the Land;
Land;
(v)
(v) A Foreign Investment in
Foreign Investment in Real
Real Property
Property Tax Act
Act affidavit;
affidavit;
(vi)
(vi) The SNDA;
(vii) Certified copies of

Certified copies
(vii) of the
the organizational
organizational documents
documents of
of Seller,
Seller, together
together with
with aa
resolution
resolution oror consent
consent authorizing the
consent authorizing the transactions
contemplated by
by this
this Agreement
Agreement and
Ageement and aa
certificate of
certificate
cerfificate of good standing
standing from the
the State
State of
of Texas;
0f Texas; and
and
(viii)
(viii) Any additional
additional deliveries
deliveries required
required 0f
of Seller
of Seller hereunder
hereunder and
and any
any documents
documents
that
that Buyer
Buyer or
or the
the Escrow Agent
Agent may reasonably
reasonably require
require for
for the
the proper
proper consummation of the
consummation of the
transaction
transaction contemplated by
by this
this Agreement.
Agreement.
8.05
8.05 Buyer's Deliveries in
Buyer’s Deliveries in Escrow.
Escrow. On oror before
before the
the Closing
Closing Date,
Date, Buyer
Buyer shall
shall deliver
deliver
in escrow to
in to the
the Escrow Agent
Agent the following with
the following with respect
respect to
to the
the Property:
Property:
(i)
(i) The Purchase
Purchase Pn'ce
Price for
Price the Property
for the Property less
less the
the Earnest
Earnest Money,
Money, plus
plus or
or
minus credits,
credits, allowances,
credits. and other
allowances, and other adjustments
adjustments as as provided
provided in
in this
this Agreement
Agreement in
in immediate,
immediate,
same-day federal
federal funds wired for
fimds wired
funds for credit
credit into
into the
the Escrow
Escrow Agent’s
Agent's escrow
escrow account;
account;
(ii)
(ii) Leases, executed
The Leases, by Buyer
executed by Buyer and,
and, where
where required,
required, notarized;
notarized;
(iii)
(iii)
(iii) The Bill of Sale
Bill of Sale executed by
by Buyer
Buyer and,
and, where
where required,
required, notarized;
notarized;
(iv)
(iv) Any disclosures
disclosures and reports
reports as
as are
are required
required by
by applicable
applicable state
state and
and local
local
law in
in connection
connection with
'Ln with the conveyance of
the conveyance Land; and
of Land; and
(v)
(v) Any additional deliveries required
additional deliveries required of
of Buyer
Buyer hereunder
hereunder and
and any
any documents
documents
that Seller
that Seller or
or the
0r the Escrow Agent may reasonably
reasonably require
require for
for the
the proper
proper consummation
consummation ofof the
the
transaction
transaction contemplated by
by this Agreement.
this Agreement.
8.06
8.06 Closing Statements. least three
Statements. At least three (3)
(3) business
business days
days prior
prior to
to the
the Closing
Closing Date,
Date,
Seller
Seller and
and Buyer shall provide
Buyer shall provide Escrow Agent with the costs and adjustments contemplated by
with the costs and adjustments contemplated by
CTonBedomsmm
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10
(v)
(v) Seller shall have
Seller shall have delivered
delivered aa duly executed bill
duly executed bill of sale for
of sale for the
the transfer
tmnsfer of
transfer of
all of the
all of the Property (except for
Property (except for the
the Land)
Land) in the form
in the attached hereto
form attached hereto asas Exhibit F (the
(the "Bill
“Bill of
of
Sale");
Sale");
Sale”);
(vi)
(vi) Escrow Agent
Escrow Agent shall be
shall be irrevocably
irrevocably committed
committed to
to issue
issue to
to Buyer
Buyer the
the Title
Title
Policy;
Policy;
(vii) All
(vii) All representations and warranties
representations and wmanties of
warranties of Seller
Seller set
set forth
forth in
in this
this Agreement
shall be
shall be true
true and correct in
and correct all material
in all respects as
material respects if made on
as if the Closing
on the Date;
Closing Date;
(viii)
(viii) Seller shall
Seller shall have performed and
have performed and observed,
observed, in
in all material respects,
all material respects, all
all
covenants of
covenants of Seller under this
Seller under Agreement;
this Agreement;
(ix)
(ix) Seller shall
Seller shall have
have delivered each of
delivered each of the Closing Documents required
the Closing to be
required to be
delivered by
delivered by Seller
Seller under
under Section 8.04 of
Section 8.04 this Agreement;
of this Agreement;
(x)
(x) As of
of the Closing Date,
the Closing Seller shall
Date, Seller shall have
have aa credit rating of
credit rating of at
at least Baal
least Baal
by Moody's
by Moody’s Investors
Investors Services, Inc.;
Services, lnc.;
Inc.;
(xi)
(xi) Buyer shall
Buyer shall have received the
have received Survey in
the Survey in form
form acceptable
acceptable to Buyer;
to Buyer;
(xii)
(xii) Seller
Seller shall have
shall have delivered
delivered a duly executed
a duly executed and acknowledged
and acknowledged
subordination, nondisturbance
subordination, nondisturbance and
and attomment
attornment agreement
agreement in
in the
the form
form attached hereto as
attached hereto Exhibit
as Exhibit
Q with such
G with such changes
changes as Buyer's lender
as Buyer’s lender may reasonably require (the
reasonably require (the "SNDA");
“SNDA”};
“‘SNDA”);
(xiii) Seller
(xiii) Seller shall
shall have delivered certificates
have delivered certificates of
of insurance for all
insurance for coverages
all coverages
required by the
required by the Leases,
Leases, in
in form
form and substance satisfactory
and substance satisfactory to
to Buyer and Buyer's
Buyer and Buyer’s lender;
lender;
lender;
(xviii) Seller, as
(xviii) Seller, tenant, shall
as tenant, shall have paid its
have paid its first payment of
first payment
filst of Fixed
Fixed Rent
Rent and
and
Additional Rent
Additional (each as
Rent (each defmed in
as defined in the
the Leases)
Leases) under
under the Leases and
Leasw
the Leases and any
any Fixed
Fixed Rent
Rent payable
payable
for aa partial
for partial month in
month which the
in which the Lease
Date occurs
occurs pursuant to Section
pursuant to Section S(b)
5(b) of
of
0f
the Leases; and
the Leases; and
(xix)
(xix) Seller shall
Seller shall have delivered legal
have delivered legal opinions
Opinions covering the
coven’ng
opinions covering due authorization,
the due authorization,
authorization,
execution, delivery
execution, delivery and
and enforceability
enforceability of the Leases,
of the Leases, in forms satisfactory
in forms satisfactory to
to Buyer and Buyer‘s
Buyer and Buyer's
Buyer’s
lender
lender (together, the "Lease
(together, the at the
Letters"), at
“Lease Opinion Letters”),
Letters"), sole cost
the sole cost and expense of
and expense Seller.
of Seller.
8.03
Conditions to Seller’s
Precedent to Seller's
Seller's Obligation to Close.
Obligation t0
to Close. Seller's obligation to
Seller’s obligation
lo
to
convey the
convey Property to
the Property to Buyer
Buyer is
is subject to the
subject to the satisfaction (or waiver
satisfaction (or by Seller
waiver by in writing)
Seller in writing) of
of the
the
following conditions and
following conditions and actions precedent ("Seller's
actions precedent (“Seller’s Conditions Precedent”):
Precedent"):
(i)
(i) Buyer shall
Buyer shall have performed and
have performed and observed, in all
observed, in all material
material respects,
respects, all
all
covenants of Buyer
covenants of Buyer under
under this Agreement;
this Agreement;
(ii)
(ii) All representations
All representations and
and warranties
warranties of Buyer set
of Buyer set forth
forth in
in this Agreement
this Agreement
shall be
shall be true
true and
and correct
correct in
in all
all material
material respects as if
respects as
reSpects if made
made on
on the Closing Date;
the Closing Date; and
and
(iii)
(iii) Buyer shall have
Buyer shall have delivered
delivered each
each of the Closing
of the required to
Closing Documents required to be
be
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ARTICLE X
EMINENT DOMAIN AND CASUALTY

ENHNENT
ENIINENT
10.01 Taking By
Taking
10.01 Tgkigg Eminent Domain.
By Emingnt Domain. If,
If, prior to
prior to the
t0 the Closing, eminent domain
Closing, eminent
proceedings shall be threatened
proceedings shall threatened or or commenced against against more than than five
five percent
percent (5%)
(5%) of anyany
Individual Property, Buyer
Individual Property, Buyer shall
shall have the option
the option (a) (a) to
to elect to proceed with this transaction,
elect to proceed with this transaction, in in
which event
event anyany compensation
compensation award award paid
paid oror payable
payable as as a a result
result ofof such
such eminent domain
eminent domain
proceedings shall
proceedings shall be the sole
be the sole property
property ofof Buyer,
Buyer, or or (b)
(b) to terminate this
to terminate this Agreement,
Agreement, in in which
Which
which
event Seller
event Seller shall
shall retain
retain such
such award
award and
and the
the Earnest
Earnest Money shall shall be returned promptly to
returned promptly Buyer
to Buyer
and thereafter neither party
thereafter neither party shall shall have any further liability to the other hereunder, except as may
any further liability to the other hereunder, except as
expressly survive
expressly
eXpressly survive hereunder.
hereunder. Seller agrees that
Seller agrees it shall
that it shall give
give toto Buyer
Buyer written
written notice
notice of any such
any such
threatened or
threatened actual eminent
or actual eminent domain proceedings
proceedings within
within tenten (10)
(10) days
days afier
after Seller
after Seller fixst
first becomes
first becomes
aware thereof,
aware thereof, and
and upon the the giving of such
giving of notice, Buyer
such notice, Buyer shall
shall then
then have
have thirty
thirty (30) days during
(30) days during
which toto exercise
exercise thethe options
options granted
granted in this Section
in this Section 10.01.
10.01. If Buyer fails
If Buyer fails to
to exercise such
exercise such
options within
options within said
said 30—day
30-day period,
30-day period, this
this Agreement shall shall terminate,
terminate, the the Earnest
Earnest Money shall
Earnest shall be
be
returned to
returned Buyer and
to Buyer and thereafter both parties
thereafter both parties shall
shall be
be released
released fiom from further
further liability or obligation
liability or obligation
hereunder, except
hereunder, except as as otherwise
otherwise expressly set forth
expressly set herein. Notwithstanding
forth herein. Notwithstanding anything
anything to to the
the
contrary contained herein, in the event that
contrary contained herein, in the event that any of theany of the Improvements or access to
or access to anyany Individual
Individual
Property is
Property affected by
is affected by any
any threatened
threatened oror commenced eminent domain proceedings,
eminent domain proceedings, Buyer
Buyer shall
shall
have the
have the options
options set
set forth
forth in (a) and
in (a) (b) above.
and (b) above.
10.02
10.02 Casualty.
Casualg. If, If, prior
prior to
to the Closing Date,
the Closing Date, anyany portion
portion of of the Property shall
the Property shall be be
destroyed
destroyed or or damaged in in an
an amount in in excess
excess of of the Material Damage Amount (as
the Material (as herein
herein
defmed),
defined), byby fire
fire or
or other casualty, then
other casualty, then Buyer
Buyer shallshall have thethe option
option to terminate this
to terminate
Io this Agreement
by written
by written notice
notice to to Seller within ten
Seller within (10) days
ten (10) days after
after Buyer
Buyer hashas received
received notice
notice of of the
the casualty
casualty
from
fiom Seller,
Seller, in in which eventevent the Earnest
Earnest Money shall
the Eamest shall bebe promptly
promptly returned
returned to to Buyer,
Buyer, and and
thereupon, this
thereupon, this Agreement shall shall terminate,
terminate, and and neither party shall
neither party shall have any further rights
any further rights 0r or
or
obligations hereunder, except as expressly
hereunder, except as expressly set forth
obligations hereunder. set forth herein. Seller agrees to give Buyer
fonh herein. Seller agrees to give Buyer notice of notice of
any fire
any fire or
or other casualty within
other casualty within forty-eight
forty-eight (48) (48) hours
hours after learning
learning of
after leaming
afier of any such event.
any such event. InIn the
the
event
event of fire
fire or
fire or other
other casualty causing damage not
casualty causing not resulting
resulting inin aa termination
termination of of this
this Agreement,
Agreement,
Buyer shall have
Buyer shall have the the right
right to to approve
approve (such approval not
(such approval not to to be unreasonably withheld,
be unreasonably withheld,
conditioned
conditioned or or delayed)
delayed) the the adjustment
adjustment and and settlement
settlement of
of any
any insurance
insurance claim
claim relating
relating to said
to said
damage,
damage, and upon the the Closing
Closing Date Seller
Seller shall assign to
shall assign to Buyer
Buyer the the interest
interest of Seller in and
Seller in and toto
any
any insurance proceeds with
insurance proceeds with respect
respect toto said
said damage,
damage, and and there
there shall
shall be no reduction
reduction in in the
the
Purchase Price.
Pn'ce. In
Purchase Price. In such event, Seller
such event, Seller will
will also credit against
also credit against the
the Purchase
Purchase Price Price the
Pn'ce the amount of of
any
any deductible
deductible on
on Seller's
Seller’s casualty
casualty and
and insurance
insurance policies
policies covering
covering said
said damage.
damage. For
For the
the
purposes hereof,
purposes hereof, the the term
term "Material
“Material Damage Amount” Amount" shall shall mean: damage (i) (i) which
which is is not
not
covered by
covered by collectible
collectible insurance,
insurance, or or (ii)
(ii) damage to to more than than ten percent (10%)
ten percent (10%) of of the
the
Improvements at
Improvements at any
any Individual
Individual Property.
Property. If the
If
1f the Closing
Closing DateDate is is less
less than
than tenten (I 0) days
(IO) days
following
following thethe last day on which Buyer
last day Buyer is is entitled
entitled to elect to
to elect to terminate
terminate this this Agreement,
Agreement, then then
Buyer
Buyer may electelect to delay Closing
to delay Closing until such election
until such election isis made or or deemed to to have
have been made.
been made.
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l2
ARTICLE XI
WARRANTIES AND REPRESENTATIONS

REPRE_SENTAT10NS
11.01 Seller's Warranties

11.01 Seller’s and Representations.
Warranties and In addition
Representations. In addition to
to any other representation
any other representation
or warranty
or warranty contained
contained in
in this Agreement, Seller
this Agreement, Seller hereby represents and
hereby represents and warrants as follows:
warrants as follows:
(a)
(a) The execution,
execution, delivery
delivery and
and performance
performance of of this Agreement and
this Agreement and the
the
Leases, and the
Leases, and consummation of
the consummation the transaction
of the contemplated hereby,
transaction contemplated will not
hereby, will not result
result in any
in any
breach of,
breach or constitute
of, or constitute any default under,
any default under, or
or result in the
result in imposition of
the imposition of any
any lien or encumbrance
lien or
against,
against, the Property, under
the Property, under any
any agreement
agreement oror other
other instrument
instrument to
to which
which Seller
Seller is
is a party, or
a party, or by
by
which Seller or
which Seller or the
the Property
Property is bound;
is bound;
(b)
(b) Seller is
Seller duly formed
is duly formed andand validly
validly existing
existing under
under the laws of
the laws of the jurisdiction
the jurisdiction
of its organization
of its organization andand is
is qualified
qualified toto transact business in
Uansact business
transact in the
the State
State of Texas. The execution,
of Texas. execution,
delivery and
delivery performance by
and performance by Seller
Seller of
of this
this Agreement
Agreement and the Leases
and the Leases and
and the performance by
the performance by
Seller of
Seller of the
the transactions
transactions contemplated hereunder and
contemplated hereunder and thereunder,
thereunder, and the conveyance
and the conveyance and and
delivery by
delivery by Seller to Buyer
Seller to Buyer ofof possession and title
possession and to the
Property on the
the Closing Date have
Closing Date have each
each
been duly
been duly authorized
authorized by
by such
such persons
persons or
or authorities
authorities as
as may be
be required.
required. If
If requested
requested by
by Escrow
Agent Seller
Agent Seller shall provide Escrow Agent and
shall provide Buyer with
and Buyer with certified
cenified resolutions,
certified resolutions, or
resolutions, or other
other
instruments, evidencing such
insUuments, evidencing
instruments, such authorization
authorization in in aa form satisfactory to
form satisfactory the Escrow Agent
to the Agent for
for
issuance
issuance ofof the Title Policy
the Title Policy to
to Buyer;
Buyer;
(c)
(c) Seller is
Seller is not
not aa “Foreign
"Foreign Person"
Person” as that term
as that term is
is defined
defined in the Foreign
in the Foreign
Investment
Investment
InvesUnent inin Real
Real Property
Property Tax Act
Act and
and is
is not
not a
a person
person or
or entity
entity with
with whom the
the U.S.
U.S. persons
persons or
or
entities are
entities are restricted from doing
resu‘icted from
restricted doing business under regulations
business under of the
regulations of the Office
Office of
of Foreign Asset
Foreign Asset
Control
Control of the Department
of the Department of of the Treasury ("OFAC"),
the Treasury (“OFAC”), (including those named on
(including those on OFAC’s
OFAC's
Specially Designated and
Specially Designated and Blocked
Blocked Persons List) or
Persons List) under any
or under any similar statute, executive
similar statute, order
executive order
(including
(including the September 24,
the September 24, 2001,
2001, Executive Order Blocking
Executive Order Blocking Property
Property and Prohibiting
Prohibiting
Transactions with Persons
Transactions with Persons Who Commit, Threaten to
Commit, Threaten Commit, or
to Commit, or Support
Support Terrorism)
Terrorism) or
or other
other
similar
similar governmental action.
governmental action.
(d)
(d) This Agreement
This Agreement is,
is, and
and the
the Leases
Leases when executed
executed and
and delivered by Seller
delivered by Seller
will be, aa valid
will be, valid and
and binding
binding obligation
obligation of Seller, enforceable
of Seller, enforceable against Seller in
against Seller accordance with
in accordance with its
its
terms.
tenns.
terms.
(e) Seller has

Seller(e) has not received any
not received any written
written notice
notice of any violation
of any of any
violation of any
applicable law,
applicable law, statute,
statute, ordinance, rule, regulation,
ordinance, rule, regulation, order, or determination
order, or
order, determination ofof any
any governmental
governmental
authority or
authority or any
any board
board ofof fire
fire underwriters
underwriters (or similar body),
(or similar body), oror any restrictive covenant
any restrictive covenant or deed
or deed
restriction or zoning
restn'ction or
restriction zoning ordinance
ordinance or classification affecting
or classification
0r affecting the Property, including,
the Property, including, without
without
limitation, applicable
limitation, applicable building
building codes,
codes, flood disaster laws,
flood disaster laws, and
and health
health and
and environmental
environmental laws and
laws and
regulations.
regulations.
(t)
(t) Seller
Seller has not received
has not received any written notice
any written notice of
of any condemnation,
any condemnation,
environmental, zoning,
environmental, zoning, and/or
and/or other land-use regulation
other land-use regulation proceedings,
proceedings, adversely
adversely affecting
affecting the
the
Property
Property or
or any part thereof
any part and, to
thereof and, to Seller's knowledge, no
Seller’s knowledge, no such proceedings are
such proceedings are contemplated.
contemplated.
cronaedomssggm
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(g)
(g) Other than the
Other than the amounts disclosed by
amounts disclosed by the
the tax
tax bills
bills of
of public
public record,
record, no
no other
other
real property
preperty taxes
real property have been
taxes have been or will be
or Will
will be assessed
assessed against
against the
the Prepeny
Property for
Property for the
the current
current tax
tax year‘
year.
year.
Seller has no
Seller has no knowledge,
n0 knowledge, and and Seller
Seller has received no
has received no notice
notice toto the
the contrary,
contrary, of of any
0f any special
special
assessments
assessments or charges which
or charges which will result from
will result work, activities
fiom work, activities or
or improvements
improvements done done toto the
the
Property
Property byby Seller.
Seller.
Seller. Seller
Seller has
has no
no knowledge
knowledge and
and Seller
Seller has
has received
received no
no notice
notice to
to the
the contrary
contrary 0f
conu'ary of
any
any intended
intended public
public improvements which will
improvements which will result
result in
in any
any charge
charge being
being levied
levied against,
against, oror in
in the
the
creation
creation of
of any
any lien
lien upon,
upon, the
the Property
Property or any portion
or any portion thereof.
thereof.
(h)
(h) Seller has
Seller has not received any
not received any written
written notice
notice of
of any
any action,
action, suit,
suit, litigation
litigation or
or
0r
other
other proceeding
proceeding affecting
afiecting the Property
affecting the or any
Property or part thereof
any part thereof and,
and, to
to Seller’s
Seller's knowledge,
knowledge, no no such
such
action,
action, suit,
suit, litigation
litigation or other proceeding
or other has been
proceeding has been threatened.
threatened.
(i)
(i)
(i) The Property
Property Information
Information isis and
and will
will be
be true,
true, correct,
correct, accurate,
accurate, and
and
complete
complete and
and will
will not intentionally omit
not intentionally to state
omit to state any
any fact
fact 0r
or condition,
or condition, the
the omission
omission of
of which
which
any of
makes any such materials
of such materially misleading.
materials materially misleading.
(j)
(j)
(f) No brokerage
brokerage oror leasing
leasing commissions
commissions or or other
other compensation
compensation is is due
due or
or
payable
payable to
to a
a broker
broker with
with whom Seller has dealt
Seller has dealt with
with respect
respect to
to or
or on account
account 0f
of the
of the Leases
Leases other
other
than
than the
the Seller's
Seller’s Broker Fee to
Broker Fee to Seller’s
Seller's Broker and no
Broker and brokerage or
no brokerage or leasing
leasing commissions
commissions or or other
other
compensation
compensation will
will become due
due or
or payable for
0r payable for any extensions 0r
any extensions or renewals
or renewals 0fof the
of the Leases
Leases other
other
than
than the
the Seller's
Seller’s Broker
Broker Fee
Fee to Seller's
Seller's Broker.
to Seller’s Broker.
(k)
(k) Other than the
Other than the Leases,
Leases, there
there are
are no
no other
other lease
lease agreements,
agreements, licenses,
licenses, or
or
other
other occupancy
occupancy agreements affecting the
agreements affecting the Property.
Property.
(1)
(l)
(1) No bankruptcy, insolvency, reorganization
bankruptcy, insolvency, reorganization or
or similar
similar action
action or
or proceeding,
proceeding,
whether voluntary
voluntary or or involuntary, is pending
involuntary, is pending or,
or, to
to Seller's knowledge,
Seller’s knowledge, has
has been
been threatened
threatened in
in
writing,
writing, against
against Seller.
Seller.
Seller.
(m)
(m) Other than
than the
the Permitted
Permitted Exceptions and the
Exceptions and the Leases,
Leases, when fully
fully executed
executed
and delivered
delivered atat Closing, there are
Closing, there no contracts
are n0
no contracts or
or agreements
agreements relating
relating to
to the
the Propeny
Property that
Property that are
are
currently
currently in
cuuently in effect
effect which will be binding
will be binding on Buyer aficr
after the
afler the Closing
Closing Date.
Date.
(n)(n) There are

There are no
no options
options t0
to purchase
to purchase or
or rights
rights of
offrrst
first refusal 0f
first refusal of which
of which Seller
Seller is
is
a party
party with
with respect
respect to
to the
the Property, and there
Property, and there are
are no
no other
other options
options t0to purchase
to purchase or
or rights
rights of
fights of first
frrst
refusal
refusal with respect
respect to
to the
the Property.
Property.
((o)
o) Seller
Seller owns the
the Property and has
Property and has not
not assigned,
assigned, pledged
pledged encumbered,
encumbered, oror
transferred
transferred the
transfened Property and no
the Property person or
no person entity has
or entity
0r has any right or
any right or option
option to
to acquire
acquire the
the Property,
Property,
other
other than
than the
the rights
rights of
rights of Buyer under this Agreement.
under this Agreement
When used
used herein,
herein, the
herein. phrase “to
the phrase "to Seller’s
Seller's knowledge"
knowledge" shall
knowledge” shall mean
mean the
the actual
actual knowledge
knowledge
of
0f Dr.
Dr. Rick Sorrells
Sorrells (employee
(employee 0fof Seller)
of Seller) and such
such is
is the
the individual
individual most
most likely
likely to
to have
have actual
actual
knowledge relevant
relevant to
to Seller's
t0 representations herein.
Seller’s representations
representations herein.
The warranties,
warranties, representations, covenants and
representations, covenants and agreements
agreements set
set forth
forth in
in this
this Section
Section 11.01
11 .01
shall
shall not
not be cancelled
cancelled by
by performance under
under this
tbjs
this Agreement,
Agreement, but
but shall
shall survive
survive the
the Closing
Closing and
and
the delivery of the
the delivery the Deed for
for a period of one (1)
a period ( 1) year.
(l) All representations
year. All representations and warranties
warranties set
set forth
forth
CTonsmmsaqmu
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in
in this
this Section
Section 11.01
11.01 shall be tme
shall be true and
true and correct in all
correct in material rCSpects
all material respects as
respects as of
of the
the date
date hereof
hereof and
and as
as
of
of the
the Closing
Closing Date,
Date, and at Closing,
and at Closing, if requested by
if requested by Buyer,
Buyer, Seller
Seller shall
shall so
so cenify,
certify, in
certify, in writing,
writing, in
in
form
form reasonably
reasonably requested
requested by
by Buyer.
Buyer.
11.02
11.02 Buyer's
Buyer’s Warranties
Buyer’s and Representations.
Warranties and Representations. In
Representations. In addition to any
addition to any other
other representation
representation
or
or warranty
warranty contained in this
contained in this Agreement,
Agreement, Buyer
Buyer hereby
hereby represents
represents and
and warrants
warrants as
as follows:
follows:
(a)
(a) The execution, delivery and
execution, delivery and performance
performance byby Buyer
Buyer of
of this
this Agreement
Agreement and and
the
the performance
performance by Buyer of
by Buyer of the
the transactions contemplated hereunder,
transactions contemplated hereunder, and
and the
the acceptance
acceptance by by
Buyer
Buyer of
of possession
0f possession and titletitle to
title to the Property on
the Pmperty
Property on the
the Closing
Closing Date
Date have
have each
each been
been duly
duly authorized
authorized
by
by such persons
persons or or authorities
authorities as as may be be required,
required, and this Agreement
and this Agreement hashas been,
been, and
and all
all of
of the
the
documents to to be
be delivered
delivered by by Buyer
Buyer at at the Closing will
the Closing will be,
be, authorized
authorized and
and properly
properly executed
executed and
and
constitute,
constitute, oror will
will constitute,
constitute, as as appropriate, the valid
appropriate, the valid and
and binding
binding obligation
obligation ofof Buyer,
0f Buyer,
enforceable
enforceable in in accordance
accordance with with their terms. If
their terms. If requested
requested byby Escrow
Escrow Agent,
Agent, Buyer
Buyer shall
shall provide
provide
Escrow Agent
Agent and and Seller
Seller with
Seller certified resolutions,
with certified resolutions, oror other
other insU'uments,
instruments, evidencing
instruments, evidencing such
such
authorization
authorization in in a
a form
form satisfactory
satisfactory to
satisfactory to the
the Escrow Agent
Agent for
for issuance
issuance 0f
ofthe
of Owner's Title
the Owner’s Title Policy
Policy
to
to Buyer;
Buyer; and
and
(b)
(b) There is
There no contract
is no contract to which Buyer
to which is aa party
Buyer is party or,
or, to
to Buyer’s
Buyer's knowledge,
knowledge,
binding on Buyer
Buyer which is is in conflict with
in conflict with this
this Agreement. ThereThere is
is n0
no action
no action or
or proceeding
proceeding
pending
pending or,
or, to
to Buyer's
Buyer’s knowledge,
knowledge, threatened against Buyer
threatened against Buyer which challenges
which
Buyerwhich challenges oror impairs
impairs Buyer’s
Buyer's
ability
ability to
to execute
execute oror perform its
its obligations
its under this
obligations under this Agreement.
Agreement.
The warranties,
warmnties, representations, covenants
warranties, representations, and agreements
covenants and agreements set
set forth
forth in
in this
this Section
Section 11.02
11.02
shall
shall not
not be cancelled
cancelled by performance under
by performance under this Agreement, but
Ageement,
this Agreement, but Shall
shall survive
shall survive the
the Closing
Closing and
and
the delivery of the
the delivery
deliVery the Deed for
for a
a period of one
period of one (1)
( 1) year.
(l) year. All
All representations
representations and
and warranties
warranties set
set forth
forth
in
in this
this Section
Section 11.02
11.02 shall be true
shall be true and correct
correct in all material
in all material respects
respects as of the
as of the date
date hereof
hereof and
and as
as
of
of the
the Closing
Closing Date,
Date, and at
at Closing,
Closing, if requested by
if requested by Seller,
Seller, Buyer
Buyer shall
shall so
so certify,
certify, in
in writing,
writing, in
in
form reasonably
reasonably requested by Seller.
requested by Seller.
11.03
11.03 Default.
Default. (a)
(a) If
If Buyer
Buyer is not then
is not then in default in
in default in its
its obligations
obligations oror agreements
agreements
hereunder
hereunder and Buyer's Conditions Precedent
Buyer’s Conditions
Buyer‘s Precedent setset forth
forth in
fonh in this
this Agreement
Agreement havehave not
not been
been satisfied,
satisfied,
or
or Seller
Seller fails
fails to perform any
to perform any of
0f the covenants or
the covenants or agreements
agreements contained
contained in in this
this Agreement
Agreement which
which
are to
are
arc to be performed by by Seller,
Seller, Seller
Seller shall
shall
shall be
be deemed to
to be in
in default
default hereunder,
hereunder, and Buyer
Buyer may,
may,
at
at its
its option, as Buyer's sole
option, as Buyer’s
Buyer‘s exclusive remedy
sole and exclusive remedy either
either (i)
(i) terminate
terminate this
this Agecment
Agreement by
Agreement by giving
giving
notice
notice of termination
termination to to Seller,
Seller, whereupon the Earnest Money shall
the Earnest shall be
shall be promptly
promptly paid
paid to
to Buyer
Buyer
and neither
neither party
party shall
shall have any any further rights or
further fights
rights or obligations
obligations hereunder,
hereunder, except
except as
as expressly
expressly set
set
forth
forth herein,
herein, oror (ii)
(ii) seek
seek specific
specific performance of
of this
this Agreement.
Agreement. Buyer
Buyer expressly
expressly waives
waives all
all
rights
rights at
at law oror inin equity
equity to seek monetary
to seek monetary damages (including
(including without
without limitation
limitation any
any and
and all
all
consequential,
consequential, speculative
consequential, speculative and and punitive
punitive damages)
damages) for for any
any default
default by
by Seller
Seller hereunder;
hereunder; provided,
provided,
however,
however, Buyer
Buyer shall not be
shall not be deemed to to have
have waived
waived and shall be
and shall be entitled
entitled to
to recover
recover attorneys’
attorneys'
fees
fees and costs
costs in
in connection
connection withwith any
any specific performance action.
specific performance
specific action.
(b)
(b) If
If Seller
Seller is not then
is not in default
then in default in
in its obligations or
its obligations
its or agreements
agreements hereunder
hereunder
and Buyer's Conditions
Buyer‘s Precedent set
Conditions Precedent set forth in this
forth in this Agreement have
have been
been satisfied
satisfied 0r
or waived
or waived (as
(as
provided herein),
herein), and Buyer fails to
Buyer fails to perform any of
perfonn any of the
the covenants
covenants or
or agreements
contained in
in this
this
Agreement which are are to
to be performed
t0 performed byby Buyer,
Buyer, Buyer
Buyer shall
shall be
be deemed
deemed toto be
be in
in default
default
CTonmudonmm.”
CTO I \BedoJ\48 3991.14
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hereunder,
hereunder, and
and Seller
Seller may,
may, at
at its
its option,
option, as
Option, as Seller's sole and
Seller's sole and exclusive
exclusive remedy,
remedy, terminate
terminate this
this
Agreement
Agreement byby giving
giving notice
notice of
of termination
termination to Buyer, whereupon
to Buyer, whereupon Seller
Seller shall
shall receive
receive the
the entire
entire
entire
Earnest
Earnest Money
Money asas full
full and
and complete
complete liquidated damages (and
liquidated damages (and not
not as
as aa penalty
penalty or
or forfeiture),
forfeiture),
Seller
Seller and
and Buyer
Buyer hereby
hereby agreeing
agreeing that
that actual
actual damages will be
damages will be difficult
difficult to
to ascertain.
ascertain.
ascenain.
ARTICLE XII
XII m
NOTICES
12.01
12.01 Notice
Notice Procedure.
Procedure. AnyAny notices required hereunder
notices required hereunder shall
shall be
be in
in writing.
writing, shall
writing, shall be
be
deemed
deemed effective
effective upon
upon receipt
receipt or
or refusal,
refusal, may
may be
be transmitted
transmitted by
by the
the parties'
partics’
parties' respective
respective legal
legal
counsel,
counsel, and
and shall
shall be
be transmitted
transmitted by
tmnsmitted by (a)
(a) personal service, (b)
personal service, (b) reputable
reputable overnight
overnight delivery
delivery service,
service,
(c)
(c) facsimile
facsimile (confirmed
(confirmed receipt),
(continued receipt), (d)
(d) email
email transmission
transmission (if (if followed
followed on on the
the same
same day
day byby
delivery to
delivery to a
a reputable
reputable overnight
overnight delivery
delivery service), or (e)
service), or (e) cenified
certified mail,
certified mail, postage
postage prepaid,
prepaid, retum
return
receipt
receipt requested,
requested, andand shall
shall be addressed to
be addressed to the parties as follows
parties as
the panics follows or
or to
to such
such other
other address
address as
as the
the
party to receive such notice may have designated to all other parties by notice
party to receive such notice may have designated to all other parties by notice in accordance in accordance
herewith:
herewith:
(a)
(a) If
If intended
intended for
for Buyer,
Buyer, to:
to:
Wedgewood Investment Group, LLC

Investment Group, LLC
211
211 Waukegan
Waukegan Road, Suite 100
Road, Suite 100
Northfield,
Northfield, Illinois 60093
Illinois 60093
Attention:
Attention: Brian
Brian Trebels
Trebels
with copy to:

with aa copy to:
Kelley
Kelley Drye & Warren
Drye & Wanen LLP
10
1011 Park
Park A venue
Avenue
New York,
York, New York 10178
10178
Attention: A. Garraty,
Attention: John A. Garraty, Esq.
Esq.
(b)
(b) If
If intended
intended for
for Seller,
Seller, to:
to:
Dallas
Dallas County Schools
612
6 1 2 N. Zang Boulevard
Boulevaxd
Dallas, Texas 75208
Dallas,
Attention:
Attention: Dr.
Dr. Rick Sorrells,
Sorrells, Superintendent
Superintendent
Superintendent
with aa copy to:

to:
Strasburger
Strasburger && Price,
Price, LLP
901 Main Street,

Suite 4400
Dallas,
Dallas, Texas
Texas 75202
75202
Attention:
Attention: Michael Jung
Michael Jung
cronsmmsamw
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l6
( ARTICLE XIII
XIII
GENERAL PROVISIONS
GENE__R_AL
13.01 Governing Law.

13.01 Governing Law. This Agreement is
This Agreement is being
being executed
executed and
and delivered
delivered in the State
in the of
State of
Texas
Texas and shall be
and shall be construed
consu'ued and
construed and enforced in accordance
enforced in accordance with the laws
with the laws ofof the State of
the State of Texas.
Texas.
For all
For all litigation,
litigation, disputes and controversies
disputes and controversies which
conu'oversies which may arisearise out of or
out of in connection
or in connection with
with this
this
Agreement,
Agreement, the
the undersigned
undersigned hereby
hereby waive
waive the
the right
right to
to trial
trial by jury
by jury and
and consent
consent to
to the
the jurisdiction
jurisdiction
of
0f the
of courts in
the courts in the State ofTexas.
the State ofTexas.
13.02
13.02 Entire Agreement. This
Entire Ageement.
Aggeement. This Agreement constitutes the
Agreement constitutes the entire
entire contract between the
contract between the
parties hereto,
parties hereto, and may not
and not be
be modified except by
modified except by an
an instrument
instmment in
instrument in writing
writing signed by the
signed by parties
the parties
hereto, and
hereto, and supersedes
supersedes all previous agreements,
all previous agreements, written or oral,
written or if any,
oral, if of the
any, of parties. Exhibits
the parties. Exhibits
referred to in this Agreement are attached hereto and incorporated herein by reference.
referred to in this Agreement are attached hereto and incorporated herein by reference.
13.03
13.03 Time ofof Essence.
Essence. Time
Time is of the
is 0f
of the essence
essence of this Agreement in
of this all respects.
in all respects. Any
time period
time period providing
providing for
for the performance of
the performance of the
the parties’
parties' obligations
obligations herein
herein which would
would
otherwise end on aa Saturday,
otherwise end Saturday, Sunday
Sunday or
or national
national holiday
holiday shall be extended
shall be to the
extended to next succeeding
the next succeeding
business day.
business day.
13.04 Successors and

13.04 Successors and Assigns. This Agreement shall
Assigg. This
Assiggg. shall bc
be binding upon and
be binding and inure to the
inure to the
benefit of
benefit the parties
of the parties hereto,
hereto, and
and their
their respective heirs, legal
respective heirs, legal representatives,
representatives, successors and
successors and
assigns.
assigns.
13.05 Invalidig.
13.05 Invalidity. In
In the
the event
event that
that any
any provision of this
provision of this Agreement shall be held
shall be held to
to be
be
invalid,
invalid, the same shall
the same shall not
not affect
affect in any respect
in any whatsoever the
respect whatsoever the validity of the
validity of the remainder of this
remainder of this
Agreement.
Agreement.
13.06
13.06 Waiver.
Waiver. No waiver of any
waiver of any of the provisions
of the provisions of
of this
this Agreement shall
shall be
be deemed,
deemed,
nor shall the
nor shall same constitute
the same a waiver
constitute a waiver of
of any
any other provision, whether
other provision, whether or not similar,
or not similar, nor
nor shall
shall
any such waiver
any such waiver constitute a continuing
constitute a continuing waiver. waiver shall
waiver. No waiver shall be
be binding, unless executed,
binding, unless executed, in
in
writing, by the
writing, by party making
the party making the
the waiver.
waiver.
13.07
13.07 Headings.
Heag'mgs. The section
Headings. The headings contained
section headings contained in this Agreement
in this Agreement areare for
for convenience
convenience
only and shall not be considered for any purpose in construing
only and shall not be considered for any purpose in construing this this Agreement.
Agreement. As used in
used in this
this
Agreement, the
Agreement, the masculine,
masculine, feminine
feminine and
and neuter genders, and
neuter genders, and the
the singular and plural
singular and plural numbers
numbers
shall be
shall each deemed to
be each include the
to include the other
other whenever the
the context
context so requires.
so requires.
13.08 Counterparts. This

Countemarts.
13.08 Countegparts. This Agreement may be be executed
executed inin counterparts,
counterparts, each
counterpans, each ofof which
which
when executed and delivered
executed and delivered shall be deemed
shall be deemed an original, but
an original, such counterparts
but such counterparts together
together shall
shall
constitute but one
constitute but one and
and the
the same
same document.
document. Signatures hereon sent by
Signatures hereon sent by facsimile or electronic
facsimile or electronic
mail may
mail may be treated as
be treated as original signatures, and
original signatures, any party
and any party so
so executing this Agreement agrees
executing this agrees to
to
deliver to the
deliver to other party
the other party “paper”
"paper" originals
originals of
of said
said signatures after such
signatures afier such transmission
transmission byby facsimile
facsimile
or electronic
or electronic mail.
mail.
13.09
Business
13.09 Days. "Business
Business Days. “Business day" means any
day” means any day
day on
on which
which business
business is
is generally
generally
transacted by
transacted by banks
banks in
in the State of
the State of Texas. If the
Texas. If fmal date
the final date of any period
0f any period set
pen‘od set forth
forth in this
in this
CTO
CTo I\Bcdomsa99
I\BedoJ\483991.144
crosxacdommm.” I . 1 17
7
l7
l
c Agreement
Agreement falls
shall
shall be
falls upon
be extended
upon aa day
extended to
to the
day which is
the next
is not
not aa business
business day.
next business day.
business day,
day, then,
then, and
and in
in such
such event,
event, the
the time
time period
period
13.10
13.10 Assignment.
Assiment. Buyer
Assign_ment. Buyer shall not have
shall not have any
any right
right to assign its
to assign its right,
right, title
title and
and interest
interest
in,
in, to
to or
or under
under this
this Agreement without
without thethe written
written consent
consent ofof Seller,
Seller, which
which consent
consent may
may be be
granted
granted or
or withheld
withheld by
by Seller
Seller in
in its
its sole
sole discretion;
discretion;
discretion; provided,
provided, however,
however, Buyer
Buyer maymay assign
assign this
this
Agreement
Agrecmcnt to to an
t0 an entity
entity controlled
entity controlled byby Buyer without Seller's
Buyer without consent. Such
Seller’s consent. Such assignment
assignment shall
shall not
not
relieve
relieve Buyer
Buyer of
of its
0f its obligations hereunder.
obligations hereunder.
13.11
13.11 Attorney Fees.
Attomex Fees.
Attorney In the event
In the event either
either party hereto brings
party hereto brings or
or commences
commences legal
legal
proceedings
proceedings to to enforce
t0 enforce any of the
any 0f
of terms 0f
the terms of this
of this Agreement, the successful
Agreement, the successful party
party shall
paxty shall then
then be
be
entitled to receive from the other of said parties,
entitled to receive from the other of said parties, in
in every such action commenced,
every such action commenced, a
a reasonable
reasonable
sum asas attorneys'
attomeys’ fees
fees and costs, including
and costs,
costs, all fees
including all fees and
and costs
costs incurred
incurred upon
upon any
any appeals,
appeals, to
to be
be
fixed
fixed byby the court in
the coun in the
the same action.
action.
13.12
13.12 Confidentialitv.
Confidentialig. the extent
To the extent permitted
permitted by by applicable
applicable law, law, the
the parties
parties shall
shall
maintain
maintain the confidentiality of
the confidentiality
confidentiality this Agreement and
of this and this
this transaction.
transaction. Neither
Neither patty
party
party shall
shall make
make any
any
public
public announcement or
pubfic or other
01' other disclosure
disclosure to any person
to any
t0 person ofof this transaction
0f this transaction before
before the the Closing,
Closing,
without
without thethe specific
specific prior
specific prior written
written consent
consent of of the other, except
the other, except forfor such
such disclosures
disclosures as as may
may bebe
bc
necessary
necessary to to permit
t0 permit such
such party
party to perform its
to perform
perfonn its obligations
obligations
obligations or or to
to permit
permit the
the reasonable
reasonable exercise
exercise ofof
its
its rights
rights hereunder,
hereunder. including
including Buyer's disclosure ofthis
Buyer’s disclosure of this
of this Agreement to to its
its attorneys,
attorneys, accountants,
accountants,
accountants,
financial
financial advisors,
advisers, mortgage brokers, brokers, andand prospective
prospective lenders, investors
prospective lenders, investors and and assignees.
assignees.
Notwithstanding anything to
Notwithstanding anything to the
t0 contrary set
the contrary set forth
forth herein,
herein, thethe obligations
obligations of of confidentiality
confidentiality
contained
contained herein
herein and therein,
therein, as as they
they relate
relate toto the
the transactions
contemplated by by this
this Agreement
Agreement
shall
shall not
shall apply to
not apply to the tax stmcture
the tax structure or
structure or tax
tax Ueatment
treatment of
treatment of such
such transactions,
transactions, and and each
each panyparty hereto
party hereto
(and any employee,
(and any employee, representative,
representative, or
or agent
agent of
of any party
any party hereto)
hereto) may disclose
disclose to
to any
any and
and all
all
persons,
persons, without
without limitation
limitation of any any kind.
kind, the
kind, the tax structure and tax
tax stmcture
structure tax traatment
treatment of
treatment of such
such transactions
transactions
and all
all materials
materials of any
maten'als any kind (including opinions
kind (including opinions or or other
other tax
tax analysis)
analysis) that
that are
are provided
provided to to such
such
party
pany relating
party relating toto such tax
tax treatment
IIealment and tax
treatment tax structure;
structure; provided,
provided, however,
however, that that such
such disclosure
disclosure
shall
shall not
not include
include thethe name (or(or other
other identifying information not
identifying information not relevant
relevant to to the
the tax
tax structure
structure 0r
suucture or
or
tax
tax treatment)
treatment) of of any
any person and and information
information for for which
which nondisclosure
nondisclosure is is reasonably
reasonably necessary
necessary
in
in order toto comply withwith applicable securities laws.
applicable securities laws.
13.13 Pfl
Pm
13.13 No Third Partv Beneficigy.
Beneficiarv. The provisions
Beneficim. prov1s1ons of this
this Agecment
Agreement and
Ageement and of
of the
the
documents toto be executed and delivered
delivered at
at Closing
Closing are
are and will
will be
be for
for the
the benefit
benefit of
of Buyer
Buyer and
and
Seller
Seller only
only and are not for
are not for the benefit of
the benefit of any
any other
other third
third party,
party, and
pany, and accordingly,
accordingly, except
except as
as
provided
previded in
in this
this sentence,
sentence, no third party shall
third party shall have the
the right
right to
to enforce
enforce the
the provisions
provisions of
of this
this
Agreement oror of the
the documents toto be executed and delivered
delivered at
at Closing.
Closing.
13.14
13. 14 Waiver of Sovereign Immunity.
of Sovereign Immunity. the fullest
To the fullest extent
extent permitted
permitted by
by law,
law, Seller
Seller
agrees that:
that:
(a)
(a) To
T0 the extent that
the extent Seller may be entitled
that Seller entitled inin any
any state
state or
or jun'sdjction
jurisdiction t0
jurisdiction to claim
to claim or
or
benefit
benefit from
fiom any
any immunity (whether
(whether characterized
characterized as
Characterized as state immunity,
state immunity, sovereign immunity,
sovereign immunity, act of
act of
0f
state
state or otherwise)
otherwise) now oror hereafter
hereafter for itself or
for itself or any
any of its
its property
property oror assets,
assets, including,
assats, including, without
without
limitation,
limitation, the
Iimitation, the Property (which it
Property (which has or
it now has
it or may hereafter
hereafter acquire)
acquire) in
in respect
respect ofof its
its obligations
obligations
under this
this Agreement from service
sarvicc of
fi'om service process 0r
0f process or other
or other documents relating
relating to
to proceedings,
proceedings,
CTongedmmsagwM
CTO .m
I \BedoJ\483991.14
CTonBedmwsago x 18
8
l8
l
( jurisdiction, suit,
jun'sdiction,
jurisdiction, suit, judgement, execution,
judgement, execution, attachment
attachment (whether
(whether before awarded or
before awarded or judgement,
judgement, in
in
aid or
aid execution or
or execution or otherwise)
otherwise) or
or legal
legal process
process or
or to
to the extent that
the extent that in
in any such jurisdiction
any such jurisdiction there
there
may be
be attributed
attributed to it or
to it or any of its
any of its property
property or
or assets,
assets, including,
including, without limitation, the
without limitation, Property,
the Property,
such immunity
such immunity (whether
(whether or or not
not claimed),
claimed), Seller expressly, unconditionally
Seller expressly, unconditionally and irrevocably
and irrevocably
agrees not
agrees not to claim, invoke
to claim, invoke or permit to
or permit to be
be invoked
invoked on it it or
or its property or
its property assets' behalf
assets’
or assets' behalf
(including, without
(including, without limitation the Property)
limitation the Property) or
Pmpcxty) for it
or for or its
it or its property or assets‘
property or assets' benefit
assets’ benefit (including,
(including,
without limitation
without the Property)
limitation the Property) and
and hereby
hereby expressly, unconditionally and
expressly. unconditionally
expressly, and irrevocably
irrevocably waives
such immunity.
such immunity.
(b)
(b) Subject to
Subject any applicable
to any applicable appellate
appellate rights, Seller consents
rights, Seller consents generally
generally inin
respect of any
respect of proceedings to
any proceedings the giving
to the giving of any relief
of any relief or
or the
the issue of any
issue of process in
any process in connection
connection
with the
with the proceedings
proceedings including,
including, without
without limitation,
limitation, the enforcement or
the making enforcement execution against
or execution against
any property or
any property or assets
assets whatsoever,
assets including, without
whatsoever, including, without limitation,
limitation, the Property (irrespective
the Property (irrespective of its
of its
use
use or
or intended
intended use) of any order or judgement
use) of any order or judgement which
which may
may bebe made or given in the proceedings;
or given in the proceedings;
and
(c)
(c) Seller irrevocably
Seller irrevocably and unconditionally acknowledges that
unconditionally acknowledges that the
the execution,
execution,
delivery
delivery and performance of
and performance of this
this Agreement constitute
constitute private
private and commercial (and
and commercial (and not public)
not public)
acts
acts of Seller for purposes
Seller for purposes of any
any applicable
applicable immunity laws.
immunity laws.
13.15
13.15 Independent
Independent Consideration.
Consideration.
Con_sideration. Notwithstanding any
Notwithstanding provision contained
any provision contained inin this
this
agreement toto the contrary, $100.00
the contrary, out of the
$100.00 out the Earnest
Earnest Money shall
shall be non-refundable to
be non-refundable to Buyer
Buyer
and shall
shall be paid
paid to Seller as
to Seller as independent
independent consideration
consideration for
for Seller’s
Seller's execution
execution of
of this
this contract
contract
(the
(the "Independent Consideration").
“Independent Consideration”).
CTo \Bcdomsm .144

CTOI\BedoJ\483991.14
CTDImcdoJumql
I I . I 19
l9
l9
IN
IN WITNESS WHEREOF.
[N WHEREOF, the the parties
the parties hereto
parties hereto have
have caused
caused this
this Agreement
Agreement to
to be
be duly
duly
executed on the date first
executed on the date first set forth above.
firsl set forth above.
SELLER:
SELLER:
W4M
DALLAS SCHOOLS, aa county
DALLAS COUNTY SCHOOLS. county
school district
school district in
in the State of
the Slate of Texas
Texas
By:iilia4~
nwfia—flmMé/J
By:
Name:
N'ame: Dr. Rick
ame: Dr. Rick Sorrells
Sorrells
Title:
Title: Superintendent
Superintendent
BUYER:
2015 ACQUISITIONS 5 S5 LLC, aa Delaware

Delaware
limited liability
limiied
limited liability company
liability company
By: __________________________
By:
Name:
Name:
Title:
Title:
c’1'onacdomsswl
C'1’0I:Bcdol\48399l
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20
(
IN
IN WITNESS WHEREOF, the the parties hereto have
parties hereto have caused
caused this Agreement to
this Agreement to be
be duly
duly
executed
executed on
on the date first
the date set forth
filst set
first above.
forth above.
SELLER:
SELLER:
DALLAS COUNTY SCHOOLS, SCHOOLS, aa county

county
school district
school in the
district in the State ofTexas
State ofTexas
BY.------~~--------------
Bx
BY-
Name: Dt.
Name: Dr. Rick
Dr. Rick Sorrells
Sorrells
BUYER:
2015
2015 ACQUISITIONS 55 LLC
ACQUISITIONS LLC aa Delawm
Delaware
Delaware
limited liability c
limited liability
limitedliabilityc puny
79/.
7
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CNIWSNI
ern 1\Bcdol\483991
( EXHffiiT A-l
EXHIBIT A—l
A-l
Legal
TRACT
TRACT 1:l:
1: (Fee
(Fee Simple)
Simple)
Simple)
All
All that
that certain
certain tract
tract or
or parcel
parcel ofland,
of land, aa part
pan of the
part of the Robert Kleberg Survey
Robert Kleberg Survey Abst.
Abst. No.
No. 716,
716, Dallas
Dallas
County,
County,
County, Texas
Texas and
and being
being a
a part
part of
of that
that certain
certain called
callad
called 68.5
68.5 acre
acre tract
tract described
described in
in Deed
Deed dated
dated May
May
16, 1924, from J. V. Lincoln
16, 1924, from J. V. Lincoln et et ux to A. S. Broadfoot as found in Vol. 1096, page 477
ct ux to A. S. Broadfoot as found in Vol. 1096, page 477 of the of the
Deed Records of
Deed Records of Dallas
Dallas County,
County, Texas
Texas and this portion
and this portion thereof
thereof described
described as
as follows
follows
BEGINNING
BEGINNING at at an
an iron
iron or
ircm or steel
steel bar
bar (found
(found part of aa cat
part of car spring leaf)
car spring leaf) for
for corner
comer at
comer at the
the occupied
occupied
East comer of
East comer aa 20
ofa
of 20 acre
acre tract
tract out
out of
of said 68.5 acre
said 68.5 tract described
acre tract described inin Deed
Deed dated
dated September
September 30,
30,
1933 from J.
1933 from
fiom J. M.
I. M. Stockard
Stockard toto G.
G. H.
H. Salmon asas found
found inin V01.
Vol. 1815,
Vol. 1815, page
page 317,
317, ofthe
of the Deed
Deed Records
Records
of
ofDallas
Dallas County,
County, Texas;
Texas; said
said point
point being
being in the Southwest
in the Southwest lineline 0f
of aa community
of community asphalt
asphalt road;
road;
THENCE South
THENCE South 44 degrees
degrees 48 minutes
minutes East along the
East along the Northeast
Northeast line of said
line of said 68.5
68.5 acre
acre tmct,
tract,
tract,
561.83
561 .83 feet
56l feet to a 1/2"
to a 1/2" iron
[/2" iron rod
rod set
set for
for comer inin same and at the
and at the North
North comer
comer ofa
corner of a certain
certain 164
164ft.
fi. x
fl. x
250
250 ft
fl lot
fi lot out
out of
of said
said 68.5
68.5 acre
acre tract
tract described
described as “THIRD TRACT‘
as "THfRD TRACT”
TRACT" in in Deed
Deed dated
dated December
December 20, 20,
1968 fiom
1968 from
fi'om R.R
R. Leland
Leland Cook,
Cook, et
et ux to Gregory L.
to Gregory Cook, et
L. Cook, et 11x as found
ux as found inin Vol.
Vol. 68250,
68250, page
page 165-68
165-68
of
ofthe
the Deed
Deed Records
Records of
of Dallas
Dallas County,
County, Texas;
Texas; said point being
said point being in
in the
the Southwest
Southwest line
line of
ofsaid
said road;
road;
THENCE SOUTH 44 degrees 21

THENCE SOUTH 21 minutes 28 seconds West along
along the
the Northwest
Northwest line
line of
ofsaid
said lot,
lot,
250.0
250.0 feet
feet to
to a
a l/2"
1/2” iron
iron rod set
Iron set for
for comer
corner in same; and at
in same; at Its
its West corner;
its comer;
THENCE South
degrees 48 minutes East along
along the
the Southwest
Southwest line of said
line of said lot
lot 61
61.00 feet to
.00 feet to aa
112"
1/2" iron
iron rod
rod set
set for
for comer
corner in
in same;
same;
THENCE South
THENCE South 45 degrees 06 minutes 54 seconds West, 1219.40
seconds West, 1219.40
12 feet to
19.40 feet to aa 1/2"
l/2" iron
1/2” iron rod
rod set
set for
for
comer
corner in
comer in the
[he occupied
the line of said
occupied Southwest line said 68.5
63.5 acre tract;
68.5 acre tract;
THENCE North
THENCE North 45
45 degrees
degrees West along
along the occupied Southwest
the occupied Southwest line of same
line of same 622.23
622.23 feet to aa l“
feet Io
to l”
I"
iron
iron rod
rod found
found for
for comer atat the West comer of said 28.5
28.5 acre
acre tract
tract and
and the
the South
South comer
comer ofofsaid
said
Salmon'
Salmon’s s 20
20 acre
acre tract;
tract;
THENCE North
THENCE Nonh 45
North 45 degrees
degrees East along the occupied Southeast line
occupied Southeast of said
line of said Salmon
Salmon tract,
tract, 1473.00
1473.00
feet
feet to
to the
the point
point of
0f beginning.
TRACT 2:
TRACT2:
Parcel
Parcel 1 (Fee
(Fee Simple)
1 Simple)
Being of SOUTHWEST SERVICE CENTER ADDITION,

all of
Being all ADDITION, an an Addition
Addition to
to the
the City
City of
of
Lancaster, Dallas County,
Lancaster, Dallas County, Texas,
Texas, according to the plat thereof recorded in
Texas. according to the plat thereof recorded in Volume 2000249,
Volume 2000249,
Page
Page 7,
7, Real
Real Property
Property Records,
Records, Dallas
Dallas County, Texas.
Texas.
CTOHBedoJUEJWLI-J
CTOlI\BedoJ\483991
CTO .N
\Bedoh48399 .14
l
Parcel
Parcel 2
2 (Easement
(Easement Estate)
Estate)
Easement
Easement rights
rights contained
contained in
in Easement Agreement byby and
and between
between BLUEBELL
BLUEBELL
CREAMERIES, L.P. and DALLAS COUNTY SCHOOLS
L.P. and SCHOOLS dated
dated 12/06/1999,
12/06/1999, filed
filed 03/29/2000,
03/29/2000,
recorded
recorded in
in Volume 2000062,
2000062, Page 6202, Real
Page 6202, Real Property Records, Dallas
Propeny Records,
Property Dallas County,
County, Texas.
Texas.
TRACT 3:
3: (Fee
(Fee Simple)
Simple)
BEING aa tract
tract or
or parcel of land
parcel of land lying
lying in the WILLIAM HOWERTON SURVEY,
in the SURVEY, ABSTRACT
ABSTRACT
NO. 559,
SS9, Dallas
559, Dallas County,
County, Texas and being
Texas and being the
the same
same property
property conveyed
conveyed in
in aa Deed
Deed to
to Zion
Zion Chapel
Chapel
Economic Development, Inc. as
Development, Inc. as recorded
recorded in 2000246, Page 4170,
in Volume 2000246, 4170,
41 Deed Records,
70, Deed Records, Dallas
Dallas
County,
County, Texas,
Texas, and being
being more fully described as
fully described as follows:
follows:
BEGINNING at a 3/8"
at a 3/8" iron rod found at
iron rod at the
the Southeast
Southeast Comer
Corner of
of said
said Zion
ofsaid Zion Chapel
Chapel Economic
Economic
Development, Inc., said
Development, Inc., iron being
said iron being on the North
011 the North line ofW.
line of Wintergreen Road;
W. Wintergreen Road;
TPENCE South
THENCE South 89
89 degrees
degrees 12
12 minutes
minutes 25 seconds W
25 seconds Wand said W.
and said W. Wintergreen
Wintergreen Road,
Road, 249.98’
Road. 249.98' to
to
aa 1/2" iron
l/Z”
1/2" iron pipe
pipe found
found for
for corner;
comer;
corner;
North 02
THENCE North 02 degrees 26 minutes
degrees 26 minutes 14 seconds W,
l4 seconds W, 871.15’
871.15' to
to aa lf2"
1/2" iron
1/2” iron pipe
pipe set
set for
for corner;
corner;
THENCE North 89 degrees 11

89 degrees minutes 46 seconds
11 minutes seconds E, 250' to
E, 250’ to aa 11’2”
1/2" iron
1/2" iron pipe
pipe found
found for
for comer;
corner;
THENCE South
South 02 degrees 26
02 degrees 26 minutes
minutes 08 seconds East.
08 seconds East, 871.2'
EasL 871 to the
.2’ to the POINT
POINT OF BEGINNING
0F BEGFNNING
BEGINNING
CONTAMING 5.0
and CONTAINING acres of
5.0 acres of land,
land, more 01'
or less.
or less.
TRACT 4:
4: (Fee
(Fee Simple)
Simple)
Being Lot 2, 30, of DALLAS COUNTY SCHOOLS-SERVICE

2, Block A/6130,
A/61
AIGIBO, SCHOOLS—SERVICE CENTER-EAST
CENTER—EAST
CENTER-EAST
ADDITION, an an Addition to the
Addition to the City
City of
of Dallas,
Dallas, Dallas
Dallas County,
County, Texas,
Texas, according
according to the
to the plat
plat
thereof
thereof recorded
recorded in
in Volume 96028, 2860, Real
96028, Page 2860, Real Property
Property Records,
Records, Dallas
Dallas County,
County, Texas.
Texas.
TRACT 5:
5: (Fee
S: Simple)
(Fee Simple)
Being 590,293 square feet

590,293 square or 13.5316 acre
or
feet 0r acre tract
tract of
ofland situated in
land situated in the
the Harrison
Harrison Webb
Webb Survey,
Survey,
Abstract
Abstract No. 1896 and William Bennett Survey,Survey, Abstract
Abstract No. 171
171, Dallas
,,Dallas County,
County, Texas
Texas and
and
being all of
being all Lot 3,
ofLot 3, Block 6492 of ofPaccar Addition, an addition
Paccar Addition, addition to
to the
the City
City of
of Dallas,
Dallas, Dallas
Dallas
County,
County, Texas, according to
Texas, according to the thereof recorded
the Map thereof recorded inin Volume 93043,
93043, Page
Page 3087,
3087, Map
Map
Records of0f Dallas
Dallas County,
County, Texas andand pan
part of Lot
part Lot 3,
3, Block
Block 8/6495
8/6495 ofof Lombardy
Lombardy Business
Business Park,
Park, an
an
addition
addition to
to the
the City
City ofDallas,
of Dallas, Dallas County, Texas
Dallas County, Texas according
according to
to the
the map thereof
thereof recorded
recorded in
in
Volume 83144,
83 144, Page 863,
863, Map Records of of Dallas
Dallas County,
County, Texas and being
being more
more particularly
particularly
described as follows
described as follows (the
(the bearing source for this survey
bearing source for this survey was taken from the said map);
taken fi'om
fi'orn the said map);
Beginning at at a
a found 1/2
1/2 inch
inch iron rod for
iron rod for aa corner
comer in
in the
the northerly
northerly line
line of
ofRentsel Street (a
Rentsel Street (a 56
56
foot right of way),
foot right way), said point being
said point the common southerly
being the southerly comer
comer of
corner of said
said Lot
Lot 3,
3, Block
Block 6492,
6492, and
and
Lot 2,
2. Block 6492 of
2, of the
the said
said Paccar Addition
Addition and said
said point
point being
being SS 89 degrees
degrees 28
28 minutes
minutes I9 19
19
seconds E,E, a distance
distance of feet fiom
0f 482.44 feet from the
the easterly
easterly comer a right
corner of a right 0f clip at
comer clip
of way corner at the
the
CTO
CTOII\BedoJ\48
l\EcdoMS 3991.14
\BcdoMS 399
I 4
l .. l
l
intersection of
intersection of the northerly line
the northerly line ofRentsell
of Street with
Rentsell Street with the
the easterly
easterly line ofStemmons
line of Freeway
Stemmons Freeway
(Interstate
(Interstate Highway 35, aa variable
Highway 3S, variable width right of
width right of way);
way);
Thence, N 00
Thence, degrees 34
00 degrees 34 minutw
minutes 41
minutes 41 seconds E, departing
seconds E, departing the
the northerly line of
northerly line ofRentsell Street
Rentsell Street
and with
and the common line
with the line of said Lots
of said Lots 2 and 3,
3, Block
Block 6492,
6492, aa distance of 330.00
distance of 330.00 feet
feet to
to a found
a found
112
1/2 inch iron rod
inch iron rod for
for aa corner
comer atat the
the common northerly
northerly comer of said Lots 22 and
said Lots and 3,
3, Block
Block 6492
6492
and said
and said point
point in
in the southerly line
the southerly of Lot
line of Lot 1,
1, Block 6492
6492 of
of Manana Park Addition,
Manama Park an addition
Addition, an to
addition to
the City ofDallas,
the City of Dallas, Dallas County, Texas
Dallas County, Texas according
according to the map thereof
to the recorded in
thereof recorded in Volume
79149, Page 1,
79149, Page l, Map Records,
Records, Dallas
Dallas County, Texas;
County, Texas;
Thence,
Thence, S S 89
89 degrees
degrees 28 minutes
degmes minutes l9 19 seconds
19 seconds E, with the
E, with the northerly
northerly line
line of said Lot
of said 3, Block 6492,
Lot 3, 6492,
and the
and the southerly line of
southerly line the said
of the Lot 1,
said Lot l, Block
Block 6492
6492 of
of Manana Park
Park Addition,
Addition, passing
passing at
at a
a
distance of
distance 143.33 feet
of 143.33 feet the northeast comer of said
the northeast said Lot
Lot 1,
1, Block 6492 and
l, the northwest
and the comer
northwest corner
of said
of said Lot
Lot 3,
3, Block
Bloak 8/6493,
8/6493, continuing
8/6493, with the
continuing with northerly line
the northerly of said
line of said Lot
Lot 3,
3, Block
Block 8/6495
8/6495 andand
the southerly
the southerly line of the
line of the said
said Lot
Lot 1, Block 6492 of Manana
1, Block Manama Park Addition,
Addition, thethe southerly
southerly line
line of
of
Lot 2,
Lot 2, Block
Block 6492 of
of Manama
Manana Plaza
Plaza Addition,
Addition, an
an Addition
Addition to
to the
the City
City of
of Dallas,
Dallas, Dallas
Dallas County,
County,
Texas according
according to the map thereof
to the thereof recorded
recorded in in Volume 74088,
74088, Page 1982,
1982, and
and the southerly line
the southerly line
of Lot
of Lot 3, Block 6493
3, Block 6493 ofof F.
F. W. Allen
Allen Subdivision,
Subdivision, an an addition
addition to
to the City of
the City of Dallas, Dallas
Dallas, Dallas
County, Texas,
County, according to
Texas, according to the
the map thereof recorded in
thereof recorded in Volume 80180113,
13, Page
Page 1196, both in
1196, both in the
the
Map Records
Records 0f of Dallas
of Dallas County, Texas in
County, Texas in all
all aa distance
distance ofof 844.49
844.49 feet
feet to
to a set 1/2
a set inch iron
1/2 inch iron rod
rod
for
for an angle point;
an angle point;
point;
Thence, 88 degrees
Thence, SS 88 degrees 4477 minutes
minutes 19 seconds E,
l9 seconds E, continuing with the
continuing with the northerly
northerly line of said
line of said Lot
Lot 3,
3,
Block 8/6495 and the
8/6495 and the southerly
southerly line of said
line of said Lot 9, Block 6493 of
Lot 9, ofF. Allen Subdivision,
F. W. Allen Subdivision, aa
distance of241.74
distance of .74 feet
241.74
241 to aa set
feet to set 1/2 inch iron
1/2 inch rod for
iron rod a comer,
for a said point
corner, said point being
being the northeast
the northeast
corner of said
said Lot
Lot 3, 'm
comer 3, Block 8/6495
8/6495 and
and in
in the westerly line
the westerly of aa tract
line of tract of land conveyed
of land conveyed to
to Dallas
Dallas
Powar & Light
Power & Light Company described in
described in Volume 3323, Page 22,
3323, Page 22, Deed Records of Dallas County,
Records of Dallas County,
Texas;
Texas;
Thence, SS 00 degrees
Thence, degrees 29 minutes
minutes 55
55 seconds
seconds W, with
with the easterly line
the easterly line of said Lot
of said Lot 3,
3, Block
Block
8/6495 and the
8/6495 the westerly
westerly line
line of
of the
the said Dallas Power & Light
said Dallas &
Light Company tract,
tract, a distance of
a distance of
830.55 feet to
830.55 feet to aa set
set 112 inch iron
1/2 inch iron rod
rod for
for aa corner,
comer, said
said point being the
point being southeast comer of
the southeast said
of said
Lot 1,
Lot 1, Block 8/6495 and the
Block 8/6495 northeast comer
the northeast corner of
ofa
of a tract
a of land
tract of land conveyed to 3112
conveyed to Corporation by
3 1 12 Corporation
31 by
deed recorded
deed in Volume 80135,
recorded in Page 960,
80135, Page 960, Deed Records
Records ofof Dallas
Dallas County,
County, Texas;
Texas;
Thence,
Thence, N 8989 degrees
degrees 1919 minutes
minutes 16 seconds W, with
l6 seconds with the
the southerly line of
southerly line of said Lot 3,
said Lot 3, Block
Block
8/6495 and the
8/6495 and the northerly
northerly line of
nonherly line the said
of the 3112
said 31
3 Corporation uact,
12 Corporation
l l2 tract, aa distance
tract, distance ofof 465.39
0f 465.39 feet
feet to a
to a
found 112
found 1/2 inch iron rod
inch iron rod for
for aa comer in the
corner in easterly line
the easterly of Finnell
line of Finnell Street
Street (a
(a 56
56 foot
foot right of way),
right of way),
said point being
said point the most southerly
being the southerly southwest
southwest comer of said
corner of said Lot
Lot 3,3, Block
Block 8/6495;
8/6495;
Thence, N 00 degrees
Thence, degrees 4040 minutes
minutes 44 seconds
seconds E,E, with
with the
the easterly
easterly line
line of Finnell
Finnell Street,
Street, aa distance
distance
of 441
of 441.06
441.06 feet to
.06 feet to aa set
set 1/2 inch iron
1/2 inch iron rod for aa comer,
rod for corner, said
comer, said point
point at the beginning
at the beginning of a non-tangent
of a non-tangent
curve to
curve to the left with
the left with a central angle
cenu'al
a central of 189
angle of degrees 54 minutes
189 degrees minutes 28
28 seconds, a radius
seconds, a radius of 43.50
of43.50
43.50
feet, a chord
feet, a chord bearing
bearing of W
ofW 44 44 degrees
degrees 22 minutes
minutes 15 15 second W and aa chord
second Wand chord distance
distance ofof86.68
86.68
feet;
feet;
(
CTO I \BedoM8399
I \BedoJ\483991.14
\BedoM3399l I 4. l
( Thence, Nonherly
Thence, Northerly and Westerly,
Northerly and Westerly, continuing
continuing with
with the easterly and
the easterly and northerly line of
northerly line of Finnell
Finnell Street,
Street,
and
and along said curve,
along said curve, an
an arc distance of
arc distance of 144.24
144.24 feet to aa set
feet to set 112 inch iron
1/2 inch rod for
iron rod a comer;
for a comer;
corner;
Thence,
Thence, N 89 degrees 25 minutes
89 degrees minutes 19 seconds W, continuing
l9 seconds continuing with
with the
the northerly
northerly line
line of
ofRentsel
Rentsel
Street, passing at a distance of416.
Street, passing at a distance of 416.10
10 feet
of4l6.10 feet with
with thethe common comer
corner of said Lot
of said 3, Block
Lot 3, 8/6493
Block 8/6493
and said
said Lot
Lot 3,
3, Block
Block 6492,
6492, continuing in all
continuing in all aa distance
distance of
of 561.54 feet to
561.54 feet to the
the Point of Beginning.
Point of Beginning.
SAVE AND EXCEPT that

that certain
certain 2.000
2.000 acre
acre tract of land
tract of conveyed to
land conveyed to Paccar Leasing
Paccar Leasing
Corporation
Corporation in Special Warranty
in Special Warranty Deed filed 02/24/1995,
filed 02/24/1 recorded in
995, recorded in Volume 95039, Page 2016;
95039, Page 2016;
and
and
SAVE AND EXCEPT that

that certain 2.441 acre
certain 2.441 acre tract
tract of
of land
land conveyed to the
conveyed to City 0f
the City of Dallas
of Dallas in
in
General Wananty
General Warranty
Warranty Deed filed
filed 03/22/201
03/22/2011, recorded in
l, recorded
1, in 2001057, Page
Volume 2001057, Page 5253,
5253, Real
Real
Property Records,
Property Records, Dallas
County, Texas.
CTO
CTOI\BcdoJ\48399l.
CTOI\Bcd0JV|8399l .
M
I \BedoJ\483991.14
14
EXHIBIT A-2
A-2
A-Z
Legal
Legal Descriptions of Individual
Descriptions of Individual Progeny
Property
Property
1.
l. .Kleberg
Kleberg Property:
Property: 12728
12728 Garden
Garden Grove, Dallas, TX 75253:
Grove, Dallas, 75253:
TRACT
TRACT 1:
l:
1:
All
All that
A11 that certain
certain tract
tact or
tract or parcel
parcel ofland,
of land, a
0f a pan
part 0f
of the
of the Robert
Robert Kleberg
Kleberg Survey
Survey Abst.
Abst. No.
No. 716,
716, Dallas
Dallas
County,
County, Texas
Texas and
and being
being a
a part
part of
of that certain called
that certain called 68.5
68.5 acre
acre tract
tract described
described in
in Deed
Deed dated
dated May
May
16,
16, 1924, from J.
l6, 1924, fi‘om J. V.
I. V. Lincoln
Lincoln et
et ux to A.
ux to
Io S. Broadfoot
A. S. Broadfoot asas found
found in
in Vol.
Vol. 1096,
1096, page
page 477
477 of
of the
the
ofthe
Records of
Dallas County,
County, Texas and this
portion thereof
thereof descrflned
described as
follows
BEGINNING
BEGINNH‘JG at at an iron or
an iron or steel
steel bar (found part
bar (found part of
of aa car
car spring
spring leaf)
leaf) for
for comer
comer atat the
the occupied
occupied
East comer
East corner of
of a
a 20
2O acre
acre tract
tract out
out of
of said
said 68.5 acre tract
68.5 acre described in
tract described in Deed
Deed dated
dated September
September 30,30,
1933 fiom J.J. M. Stockard
1933 from
fi‘om Stockard toto G.
G. H.
H. Salmon as as found
found in in Vol.
Vol. 1815,
1815, page
page 317,
317, of
of the
the Deed
ofthe Deed Records
Records
of
of Dallas
0f Dallas County,
County, Texas;
County, Texas; said
said point
point being
of aa community
asphalt road;
road;
TPENCE
THENCE
TFENCE South South 44 degrees 48 minutes
degrees 48 East along
the Northeast
line of said 68.5
68.5 acre
acre tract,
tract,
561.83
561 .83 feet
561.83 feet to
to a
a 1/2"
1/2“ iron
iron rod
rod set for comer
set for
Set corner in same and
corner in and at
at the
the North
North comer
corner ofa
corner of a certain
certain 164
164 fl.
I64 ft. xx
250 ftfi
fl lot
lot out
Iot Out of
out of said
said 68.5
68.5 acre
acre tract
tract described
described as "THIRD TRACT”
as “THIRD TRACT" in in Deed
Deed dated
dated December
December 20, 20,
1968
1968 from
fi'om R.
fi‘om R. Leland Cook,
Cook, et
et ux to
Io Gregory L.
to Gregory Cook, et
L. Cook, et ux as
ct as found
found inin V01.
Vol. 68250,
Vol. 68250, page
page 165-68
165-68
of
of the
the Deed Records
Records of
of Dallas
Dallas County, Texas; said
County, Texas; said point
point being
being in
in the
the Southwest
Southwest line
line of
of said
said road;
road;
TPENCE SOUTH
THENCE SOUTH 44 degrees
degrees 21 minutes 28 seconds West along
21 minutes along the
the Northwest
Northwest line
line of
of said
said lot,
lot,
”
250.0
250.0 feet
'250‘0 feet to
to a
a 1/2"
1/2”
1/ iron
iron rod
rod set
set for corner in
for corner in same; and at
same; and at its
its West comer;
corner;
THENCE South 44 degrees 48 minutes

THENCE minutes East along
along the
the Southwest
line of said lot
lot 61
Iot 61.00 feet to
.00 feet to aa
10”
1/2"
l/2” iron
iron rod
rod set
set for
for corner
comer in same;
in same;
THENCE South 45 45 degrees 06 minutes 54 seconds West, 1219.40

seconds West, 1219.40 feet
feet to
to aa 1/2"
1/2" iron
iron rod
rod set
set for
for
comer
corner in
in the
the occupied Southwest line
line of said
said 68.5
68.5 acre
acre tract;
tract;
tract;
THENCE North 45 4S degrees

degrees West along
along the
occupied Southwest of same
line of same 622.23
622.23 feet to aa l"
feet to l”
1"
iron
iron rod found
found for
for comer atat the
the West corner of said
comer of said 28.5
28.5 acre
acre tract
tract and the
the South
South comer
comer ofofsaid
said
Salmon’s 20 acre
Salmon's acre tract;
tract;
TI-ENCE North 45 degrees East along

THENCE along the
the occupied
occupied Southeast
Southeast line
line 0f
of said
of said Salmon
Salmon tract,
tract, 1473
1473.00
1473.00
.00
feet
feet to
to the
t0 the point of
0f beginning.
2.
2. Raney Property:
Property: 2951 W.
W. Wintergreen Road and
and 3001
3001 W.
W. Wintergreen
Wintergreen Road, Lancaster, TX
Road, Lancaster, TX
75134:
75 1134:
7S 34:
TRACT 2:
2:
Parcell
Parcel l (Fee
(Fee Simple)
CTO Il\BedoJ\48399
CTO
CTU \BedoJ\483991.14
l\BedoJ\-¥8399 l. l4
l‘
Being
Being all of SOUTHWEST SERVICE CENTER ADDITION, an
all of an Addition
Addition to the City
to the of
City of
Lancaster, Dallas
Lancaster, Dallas County, Texas, according
County, Texas, according to
to the plat thereof
the plat thereof recorded in
2000249,
Volume 2000249,
2000249.
recorded in
Page 7,
Page 7, Real Property Records,
Real Property Dallas County,
Records, Dallas Texas.
County, Texas.
Parcel 22 (Easement
Parcel (Easement Estate)
Estate)
Easement rights
Easement rights contained
contained in
in Easement Agreement by and between
by and between BLUEBELL
CREAMERIES, L.P‘ L.P. and DALLAS COUNTY SCHOOLS dated
L.P. and dated 12/06/1999,
12/06/1999, filed 03/29/2000,
filed 03/29/2000,
recorded in
recorded in Volume 2000062,
2000062, Page
Page 6202,
6202, Real
Real Preperty
Property Records,
Property Records, Dallas County, Texas.
TRACT 3: (Fee Simple)

3: (Fee Simple)
BEING aa tract
tmct or parcel
tract or parcel of
of land
land lying
lying in
in the
the WILLIAM HOWERTON SURVEY, ABSTRACT
NO.
N0. 559,
559, Dallas
Dallas County,
County, Texas and
and being
being the
the same property
property conveyed
conveyed in
in a to Zion
a Deed to Zion Chapel
Chapel
Economic Development,
Economic Development, Inc.
Inc. as
as recorded
recorded inin Volume 2000246,
2000246, Page
Page 4170,
4170, Deed Records,
Records, Dallas
Dallas
County,
County, Texas,
Texas, and being
being more fully described as
fully described as follows;
follows:
follows:
BEGINNING at at a 3/8" iron

a 3/8" iron rod
rod found at the
found at the Southeast
Southeast Corner
Corner of said
Comer of Zion Chapel
said Zion Chapel Economic
Development,
Development, Inc.,
Inc., said iron being
said iron being on the North line
the North line ofW. Wintergreen Road;
of W. Wintergreen Road;
THENCE South
South 89 degrees 12
89 degrees minutes 25
12 minutes seconds W
25 seconds Wand
and said
said W. Wintergreen
Wintergreen Road, 249.98' to
249.98’
Road, 249.98‘ to
a 112" iron
a 1/2" pipe found
iron pipe for corner;
found for comer;
TPENCE North
THENCE 02 degrees
North 02 26 minutes
degrees 26 minutes 14 seconds W, 871.15'
14 seconds 871.15'
871 to aa 112"
5’ to . iron pipe
1/2" iron
l pipe set
set for
for corner;
comer;
THENCE North degrees 11

North 89 degrees 11 minutes 46 seconds
minutes 46
I l seconds E,
E, 250'
250' to
250‘ to a
a 112" iron pipe
1/2” iron
I/2" pipe found
found for
for comer;
corner;
South 02
THENCE South degrees 26
02 degrees 26 minutes 08 seconds
minutes 08 East, 871.2'
seconds East, 871.2' to
871.2” the POINT OF
to the 0F BEGINNING
and CONTAINING
and CONTAINING 5.05.0 acres
acres of land, more
of land, more or less.
or less.
3.
3. Lawnview Property
Lawnview
Lawuview Property: 4600 Lawuview, Dallas, TX 75227.
Lawnview, Dallas, 75227.
TRACT 4: (Fee Simple)

4: (Fee Simple)
Being Lot 2,
Being Lot Block A/6130,
2, Block of DALLAS COUNTY SCHOOLS-SERVICE CENTER—EAST
A/6130, of
N6130, CENTER-EAST
ADDITION, an an Addition to the
Addition to the City of Dallas,
City 0f
of Dallas County,
Dallas, Dallas County, Texas,
Texas, according
according to
to the plat
the plat
thereof recorded
thereof recorded in 96028, Page 2860,
in Volume 96028, Page 2860, Real Property
Real Property Records,
Records, Dallas County,
Texas.
4.
4. North Dallas
Nonh
North Dallas Property: 2455 Rentzel
Property: 2455 Street and
Rentzel Street and 10700 Finnell
10700 Finnell Street, Dallas, TX 75220:
Street, Dallas, 75220:
TRACT 5:
5: (Fee
(Fee Simple)
Simple)
Being 590.293
590,293 square
590,293 square feet
feet or
or 13.5316
1 6 acre
13.5316
13.53 acre tract of land
tract of land situated
situated in
in the
the Harrison
Han'ison Webb Survey,
Harrison Survey,
Survey,
Abstract No.
Abstract No. 1896 and William
1896 and William Bennett
Bennett Survey,
Survey, Abstract No. 171,
Abstract No.
No, 171, Dallas
Dallas County, Texas and
County, Texas
being
being all of
all Lot 3,
of Lot 3, Block 6492 of
Block 6492 ofPaccar
Paccar Addition,
Addition, an
an addition
addition to
to the City of
the City of Dallas,
Dallas, Dallas
Dallas
CTOHBedoMBBWLM
CT0l\BedoJ\48399l.ld
(
IN
IN WITNESS WHEREOF, the the parties hereto have
parties hereto have caused
caused this Agreement to
this Agreement to be
be duly
duly
executed
executed on
on the date first
the date set forth
filst set
first above.
forth above.
SELLER:
SELLER:
DALLAS COUNTY SCHOOLS, SCHOOLS, aa county

county
school district
school in the
district in the State ofTexas
State ofTexas
BY.------~~--------------
Bx
BY-
Name: Dt.
Name: Dr. Rick
Dr. Rick Sorrells
Sorrells
BUYER:
2015
2015 ACQUISITIONS 55 LLC
ACQUISITIONS LLC aa Delawm
Delaware
Delaware
limited liability c
limited liability
limitedliabilityc puny
79/.
7
Q/I
/‘
?:W
$3327 /
leWfll
CNIWSNI
ern 1\Bcdol\483991
found
found 112
1/2 inch
inch iron
iron rod
rod for
for a
a comer
comer in the
corner in the easterly line of
easterly line of Finnell
Finnell Street
Street (a
(a S6
56 foot
56 foot right
right of
of way),
way),
ofway),
said
said point
point being
being the
the most
most southerly
southerly southwest comer
southwest comet of said
corner of said Lot
Lot 3,
3, Block
Block 8/6495;
8/6495;
Thence, N 00
Thence, 00 degrees
degrees 40
degrscs 40 minutes 44 seconds
minutes 44
minutes seconds E,
E, with
with the
the easterly
easterly line
line of
of Finneil
Finnell Street,
Finnell Street, aa distance
distance
of 441
441 .06
of441
of .06 feet
feet to
to aa set
set 1/2 inch iron
1/2 inch iron rod
rod for a comer,
for a comer, said
said point
point at
at the
the beginning
beginning of ofaa non—tangent
non-tangent
non-tangent
curve
curve toto the
t0 the left
left with
with aa central
central angle
angle of
of 189 degrees 54
minutes 28
28 seconds,
seconds, aa radius
radius ofof 43.50
43.50
feet,
feet, a
a chord
chord bearing
bearing ofW
bean'ng W
of W 44
0f 44 degrees
degees 22 minutes
degrees 22 minutes 1515 second W
second Wand and aa chord
chord distance
distance ofof 86.68
0f 86.68
feet;
feet;
Thence,
Thence, Northerly
Northerly and
and Westerly,
Westerly, continuing with the
continuing with the easterly
easterly and
and northerly
northerly line
line 0f
ofFinnell
of Finuell Street,
Finnell Street,
and
and along
along said
said curve,
curve, an
an arc
arc distance
art of
0f 144.24
distance of 144.24 feet to aa set
feet to set 1/2
1/2 inch
inch iron
iron rod
rod for
for aa corner;
comer;
Thence, N 89
Thence, 89 degrees
minutes 19 seconds W, continuing
19 seconds continuing with
with the
the northerly
northerly line
line of
ofRentsel
Rentsel
Street, passing at a distance of 416.10 feet with the common comer of said Lot 3, Block
41 6. 10 feet with the common corner of said Lot 3, Block 8/6493
Street, passing at a distance of 416.10 8/6493
and
and said
said Lot
Lot 3,
3, Block
Block 6492,
6492, continuing
continuing inin all
all aa distance of 561
distance of 561.54 feet to
.54 feet to the
the Point
Point of
of Beginning.
Beginning.
SAVE
SAVE AND EXCEPT that that certain 2.000 acre
certain 2.000 tract of
acre tract of land
land conveyed
conveyed to
to Paccar
Paccar Leasing
Leasing
Corporation in Special
Corporation in Special Warranty filed 02/24/1995,
Warranty Deed filed 02/24/1995, recorded
recorded in
in Volume
Volume 95039,
95039, Page
Page 2016;
2016;
and
and
SAVE
SAVE AND EXCEPT that that certain
2.441 acre tract of
of land
land conveyed
conveyed to
to the
the City
City of
of Dallas
Dallas in
in
General
General Warranty filed 03/22/2011,
Warranty Deed filed 03/22/201 1,
l, recorded
recorded in
in Volume
Volume 2001057,
200
2001057,
1057, Page
Page 5253,
5253, Real
Real
Property
Property Records,
Records, Dallas County, Texas.
(
CTOI\BcdoM8399LN
CTO I\BedoJ\48 3991.14
CTO[\BedoI\483993.l4
( EXHffiiT A-l
EXHIBIT A—l
A-l
Legal
TRACT
TRACT 1:l:
1: (Fee
(Fee Simple)
Simple)
Simple)
All
All that
that certain
certain tract
tract or
or parcel
parcel ofland,
of land, aa part
pan of the
part of the Robert Kleberg Survey
Robert Kleberg Survey Abst.
Abst. No.
No. 716,
716, Dallas
Dallas
County,
County,
County, Texas
Texas and
and being
being a
a part
part of
of that
that certain
certain called
callad
called 68.5
68.5 acre
acre tract
tract described
described in
in Deed
Deed dated
dated May
May
16, 1924, from J. V. Lincoln
16, 1924, from J. V. Lincoln et et ux to A. S. Broadfoot as found in Vol. 1096, page 477
ct ux to A. S. Broadfoot as found in Vol. 1096, page 477 of the of the
Deed Records of
Dallas County,
County, Texas
and this portion thereof
thereof described
described as
as follows
follows
BEGINNING
BEGINNING at at an
an iron
iron or
ircm or steel
steel bar
bar (found
(found part of aa cat
part of car spring leaf)
car spring leaf) for
for corner
comer at
comer at the
the occupied
occupied
East comer of
East comer aa 20
ofa
of 20 acre
acre tract
tract out
out of
of said 68.5 acre
said 68.5 tract described
acre tract described inin Deed
Deed dated
dated September
September 30,
30,
1933 from J.
1933 from
fiom J. M.
I. M. Stockard
Stockard toto G.
G. H.
H. Salmon asas found
found inin V01.
Vol. 1815,
Vol. 1815, page
page 317,
317, ofthe
of the Deed
Deed Records
Records
of
ofDallas
Dallas County,
County, Texas;
Texas; said
said point
point being
of aa community
asphalt road;
road;
THENCE South
degrees 48 minutes
East along the Northeast
line of said 68.5
68.5 acre
acre tmct,
tract,
tract,
561.83
561 .83 feet
56l feet to a 1/2"
to a 1/2" iron
[/2" iron rod
rod set
set for
for comer inin same and at the
and at the North
North comer
comer ofa
corner of a certain
certain 164
164ft.
fi. x
fl. x
250
250 ft
fl lot
fi lot out
out of
of said
said 68.5
68.5 acre
acre tract
tract described
described as “THIRD TRACT‘
as "THfRD TRACT”
TRACT" in in Deed
Deed dated
dated December
December 20, 20,
1968 fiom
1968 from
fi'om R.R
R. Leland
Leland Cook,
Cook, et
et ux to Gregory L.
to Gregory Cook, et
L. Cook, et 11x as found
ux as found inin Vol.
Vol. 68250,
68250, page
page 165-68
165-68
of
ofthe
the Deed
Deed Records
Records of
of Dallas
Dallas County,
County, Texas;
Texas; said point being
said point being in
in the
the Southwest
Southwest line
line of
ofsaid
said road;
road;
THENCE SOUTH 44 degrees 21

THENCE SOUTH 21 minutes 28 seconds West along
along the
the Northwest
Northwest line
line of
ofsaid
said lot,
lot,
250.0
250.0 feet
feet to
to a
a l/2"
1/2” iron
iron rod set
Iron set for
for comer
corner in same; and at
in same; at Its
its West corner;
its comer;
THENCE South
degrees 48 minutes East along
along the
the Southwest
line of said lot
lot 61
61.00 feet to
.00 feet to aa
112"
1/2" iron
iron rod
rod set
set for
for comer
corner in
in same;
same;
THENCE South
THENCE South 45 degrees 06 minutes 54 seconds West, 1219.40
seconds West, 1219.40
12 feet to
19.40 feet to aa 1/2"
l/2" iron
1/2” iron rod
rod set
set for
for
comer
corner in
comer in the
[he occupied
the line of said
occupied Southwest line said 68.5
63.5 acre tract;
68.5 acre tract;
THENCE North
THENCE North 45
45 degrees
degrees West along
along the occupied Southwest
the occupied Southwest line of same
line of same 622.23
622.23 feet to aa l“
feet Io
to l”
I"
iron
iron rod
rod found
found for
for comer atat the West comer of said 28.5
28.5 acre
acre tract
tract and
and the
the South
South comer
comer ofofsaid
said
Salmon'
Salmon’s s 20
20 acre
acre tract;
tract;
THENCE North
THENCE Nonh 45
North 45 degrees
degrees East along the occupied Southeast line
occupied Southeast of said
line of said Salmon
Salmon tract,
tract, 1473.00
1473.00
feet
feet to
to the
the point
point of
0f beginning.
TRACT 2:
TRACT2:
Parcel
Parcel 1 (Fee
(Fee Simple)
1 Simple)
Being of SOUTHWEST SERVICE CENTER ADDITION,

all of
Being all ADDITION, an an Addition
Addition to
to the
the City
City of
of
Lancaster, Dallas County,
Lancaster, Dallas County, Texas,
Texas, according to the plat thereof recorded in
Texas. according to the plat thereof recorded in Volume 2000249,
Volume 2000249,
Page
Page 7,
7, Real
Real Property
Property Records,
Records, Dallas
Texas.
CTOHBedoJUEJWLI-J
CTOlI\BedoJ\483991
CTO .N
\Bedoh48399 .14
l
EXHIBITC
EXHIBIT C
Form of
of Lease
[FORM 0F
OF LEASE FOLLOWS THIS PAGE]
CTO I\Bedo]\48399
\BedoJ\483991.144
CTOI\BedoI\48399]
l l . I
l
LEASE
Between
2015 Acquisitions 55 LLC, aa Delaware

2015 Acquisitions Delaware limited
as Landlord
as
and
Dallas County
Dallas Schools, aa county
County Schools, county school
State of Texas
as Tenant
as
Dated as
as of
of May 29,
29, 2015
2015
CTO 1\BcdoJW8399
CTU l\BedoJ\483991.144
CTOI‘EedoNHJ‘JQD. I . l r1
TABLE OF
0F CONTENTS
Page
flag
PART I.
I. BASIC LEASE PROVISIONS; DEFINITIONS .............................................................
............................................................. 1
............................................................. 1
PART II.
n.
IL .............................................................................................................................
...........................................................................................................................66
1.
1. PREMISES
PREMISES"........................................................................................................
........................................................................................................ 8 8
2.
2. No MERGER OF
N0
NO TITLE ..................................................................................
0F THLE...::i.:I:11:..i:IIIIIIII:II::33: .....::I::..3
.................................................................................. s8
3.
3. RENEWAL OPTIONS ......................................................................................
...................................................................................... 3 8
4. USE .................................................................................................................... 8
WNQMPP‘E‘JT’
4. USE...
.................................................................................................................... s
5.
s. magnum"
FIXED RENT .................................................................................................... "KI 9
.................................................................................................... 9
..
6.
6. NET LEASE; TRUE LEASE ..........................................................................
......................................................................... .10
10
.......10
7.
7. CONDmON ...................................................................................................
CONDITION ...................................................................................................
.. 10
10
...10
8.
s. LENS"
LIENS
LIENs ..............................................................................................................
..............................................................................................................
' ....1111
11
9.
9. REPAIRS AND MAINTENANCE MAINTENANCE ................................................
.................................................................
................................................................. 11
................. 11
10.
10. COMPLIANCE WITH LAWS......,,... LAws
LAWS ........................................................................
........................................................................
. ....1212
12
11.
11. ACCESS TO To PREMISES ................................................................................
................................................................................
............................................................... ................. 13 13
12.
12. WAIVER 0F OF SUBROGATION .....................................................
...................................................................... 13
................. l3
...................................................................... 13
13.
13.
##fl—Hu—Iflflp—tr—ao
DAMAGE; DESTRUCTION ..........................................................................
..........................................................................
......................................................... 13
................. 13
14.
14. 99039999.“!“9'
CONDEMNATION; REJECTABLE OFFERS ..............................................

..............................................
............................. 16
................. 16
15.
15. ASSIGNNIENT AND SUBLETTING
ASSIGNMENT SUBLE'mNG
SUBLETTING ...........................................
............................................................ 19
................. 19
............................................................
16.
16. ALTERATIONS ..............................................................................................
............................................................................. ................. 19
.............................................................................................. 19
17.
17. SURRENDER ..................................................................................................
SURRENDER ................................................................................. 20
................. 20
..................................................................................................
18.
18. SUBORDINATION OF
SUBORDINATION 0F LEASE"
LEASE .....................................................................
..................................................................... 21
21
....21
19.
19. TENANT’
TENANT’SS OBLIGATION T0
TENANT'S To DISCHARGE LIENS
TO DISCHARGE LIENS ..................................
LIENs ..................................21
21
20. UTILITIES .......................................................................................................
...................................................................................... 21
”’1
................. 21
....................................................................................................... ,—
21. TENANT DEFAULT ......................................................................................

..................................................................
...................................................................................... 21
21
22. LANDLORD ASSIGNIVIENTASSIGNMENT 0F OF WARRANTIES
WARRANTIES .......................................
.......................................2424
23. PAYMENTS
RENT PAYMENTS.....
PA YMENTS .........................................................................................
......................................................................................... 25
25
....25
24. HOLDOVER...
HOLDOVER .................................................................................................... 25
25
.......25
....................................................................................................
25.
25. NOTICES”.........................................................................................................
NOTICES 25
25
......“25
.........................................................................................................
26. COVENANTS ................................................................................

TENANT COVENANTS ................................................................................25 25
27.
27. TENANT To TO COMPLY WITH wrrH MATTERS MATTERS 0F OF RECORD
OF RECORD ...........................
............................26
26
26
28.
28.
NQMPWpf‘QpWTJQMPP‘NI—‘p
DJTENTIONALLY OMITTED ......................................................................

INTENTIONALLY 26
26
....26
......................................................................
TAXES .............................................................................................................
wwwwwwmmmldmwwmmwmw
29.
29. TAXES” 26
26
........26
.............................................................................................................
.
30.
3o. INSURANCE ...................................................................................................
................................................................................................... 28 28
31.
3 1. LANDLORD EXCULPATION Excumhxow...CIIIIIIII:IIKIIIII:IZIIKIIIIZ.’""
EXCULPATION .......................................................................
....................................................................... 30
................. 3O
30
32.
32. QUIET ENJOYMENT .....................................................................................
..................................................................................... 30
3o
....30
33.
33. TRANSFER 0F TITLE
TRANSFEROFTITLE ......................................... ......................................... .31
................................................................................... 31
..31
34.
34. HAZARDOUS MATERIALS .........................................................................
.........................................................................31 31
35.
35. CERTIFICATE ............................................................................
ESTOPPEL CERTIFICATE ............................................................................
........................................................... ................. 3535
3s
36.
36. FINANCIAL STATEMENTS STATEMENTS .........................................................................
.........................................................................
........................................................ ................. 3535
37.
37. WAIVER OF 0F SOVEREIGN IMMUNITY. IMMUNITY ......................................................
..................................................... 35
.................................... ................. 35
-i-
-1-
- 1-
CT0l\Bedc!\483991.I4
CT0l\BcdoJ\-'¥8399I.M
TABLE OF
0F CONTENTS
(continued)
(continued)
Page
38.
38. MISCELLANEOUS ........................................................................................ 36
........................................................................................ 36
39.
39. PURCHASE OPTION .....................................................................................
OPTION. .................................................................................... 37 37
40.
40. CONTRACT FOR SERVICES;SERVICES; DISPUTE RESOLUTION...........................39
RESOLUTION...........................
RESOLUTION .......................... .39
39
41.
4
41.
1 . APPROPRIATIONS ........................................................................................
APPROPRIATIONS................................... 40
40
....40
........................................................................................
. ..
LIST OF SCHEDULES AND EXHIBITS

0F SCHEDULES EXHIBITS
Schedule
Schedule 1
l Stipulated
Stipulated Loss
Loss Values
Values
Schedule 2
Schedule 2 Fixed
Fixed Rent Amounts
Exhibit A Legal
Legal Description Premises
Description of Premises
Exhibit B Permitted
Permitted Encumbrances
Exhibit C Form of
of Subordination, Non-Disturbance and
Subordination, Non-Disturbance and Attormnent
Attornment Agreement
Attomment Agreement
D
Exhibit D List
List of
of Environmental Reports
Reports
Exhibit E Other Leases
CTOHBedoJNSWW.”
CTOHBedoN$399LM
CTOI \BedoJ\483991.14
EXHIBIT A-2
A-2
A-Z
Legal
Legal Descriptions of Individual
Descriptions of Individual Progeny
Property
Property
1.
l. .Kleberg
Kleberg Property:
Property: 12728
12728 Garden
Garden Grove, Dallas, TX 75253:
Grove, Dallas, 75253:
TRACT
TRACT 1:
l:
1:
All
All that
A11 that certain
certain tract
tact or
tract or parcel
parcel ofland,
of land, a
0f a pan
part 0f
of the
of the Robert
Robert Kleberg
Kleberg Survey
Survey Abst.
Abst. No.
No. 716,
716, Dallas
Dallas
County,
County, Texas
Texas and
and being
being a
a part
part of
of that certain called
that certain called 68.5
68.5 acre
acre tract
tract described
described in
in Deed
Deed dated
dated May
May
16,
16, 1924, from J.
l6, 1924, fi‘om J. V.
I. V. Lincoln
Lincoln et
et ux to A.
ux to
Io S. Broadfoot
A. S. Broadfoot asas found
found in
in Vol.
Vol. 1096,
1096, page
page 477
477 of
of the
the
ofthe
Records of
Dallas County,
County, Texas and this
portion thereof
thereof descrflned
described as
follows
BEGINNING
BEGINNH‘JG at at an iron or
an iron or steel
steel bar (found part
bar (found part of
of aa car
car spring
spring leaf)
leaf) for
for comer
comer atat the
the occupied
occupied
East comer
East corner of
of a
a 20
2O acre
acre tract
tract out
out of
of said
said 68.5 acre tract
68.5 acre described in
tract described in Deed
Deed dated
dated September
September 30,30,
1933 fiom J.J. M. Stockard
1933 from
fi‘om Stockard toto G.
G. H.
H. Salmon as as found
found in in Vol.
Vol. 1815,
1815, page
page 317,
317, of
of the
the Deed
ofthe Deed Records
Records
of
of Dallas
0f Dallas County,
County, Texas;
County, Texas; said
said point
point being
of aa community
asphalt road;
road;
TPENCE
THENCE
TFENCE South South 44 degrees 48 minutes
degrees 48 East along
the Northeast
line of said 68.5
68.5 acre
acre tract,
tract,
561.83
561 .83 feet
561.83 feet to
to a
a 1/2"
1/2“ iron
iron rod
rod set for comer
set for
Set corner in same and
corner in and at
at the
the North
North comer
corner ofa
corner of a certain
certain 164
164 fl.
I64 ft. xx
250 ftfi
fl lot
lot out
Iot Out of
out of said
said 68.5
68.5 acre
acre tract
tract described
described as "THIRD TRACT”
as “THIRD TRACT" in in Deed
Deed dated
dated December
December 20, 20,
1968
1968 from
fi'om R.
fi‘om R. Leland Cook,
Cook, et
et ux to
Io Gregory L.
to Gregory Cook, et
L. Cook, et ux as
ct as found
found inin V01.
Vol. 68250,
Vol. 68250, page
page 165-68
165-68
of
of the
the Deed Records
Records of
of Dallas
Dallas County, Texas; said
County, Texas; said point
point being
being in
in the
the Southwest
Southwest line
line of
of said
said road;
road;
TPENCE SOUTH
THENCE SOUTH 44 degrees
degrees 21 minutes 28 seconds West along
21 minutes along the
the Northwest
Northwest line
line of
of said
said lot,
lot,
”
250.0
250.0 feet
'250‘0 feet to
to a
a 1/2"
1/2”
1/ iron
iron rod
rod set
set for corner in
for corner in same; and at
same; and at its
its West comer;
corner;
THENCE South 44 degrees 48 minutes

THENCE minutes East along
along the
the Southwest
line of said lot
lot 61
Iot 61.00 feet to
.00 feet to aa
10”
1/2"
l/2” iron
iron rod
rod set
set for
for corner
comer in same;
in same;
THENCE South 45 45 degrees 06 minutes 54 seconds West, 1219.40

seconds West, 1219.40 feet
feet to
to aa 1/2"
1/2" iron
iron rod
rod set
set for
for
comer
corner in
in the
line of said
said 68.5
68.5 acre
acre tract;
tract;
tract;
THENCE North 45 4S degrees

degrees West along
along the
occupied Southwest of same
line of same 622.23
622.23 feet to aa l"
feet to l”
1"
iron
iron rod found
found for
for comer atat the
the West corner of said
comer of said 28.5
28.5 acre
acre tract
tract and the
the South
South comer
comer ofofsaid
said
Salmon’s 20 acre
Salmon's acre tract;
tract;
TI-ENCE North 45 degrees East along

THENCE along the
the occupied
occupied Southeast
Southeast line
line 0f
of said
of said Salmon
Salmon tract,
tract, 1473
1473.00
1473.00
.00
feet
feet to
to the
t0 the point of
0f beginning.
2.
2. Raney Property:
Property: 2951 W.
W. Wintergreen Road and
and 3001
3001 W.
W. Wintergreen
Wintergreen Road, Lancaster, TX
Road, Lancaster, TX
75134:
75 1134:
7S 34:
TRACT 2:
2:
Parcell
Parcel l (Fee
(Fee Simple)
CTO Il\BedoJ\48399
CTO
CTU \BedoJ\483991.14
l\BedoJ\-¥8399 l. l4
l‘
( 6.
6. Tenant
Tenant business
business and
and notice
notice Dallas County Schools
address:
address:
Attn: Dr.
Attn:
Attu: Dr. Rick
Rick Sorrells,
Sorrells, Superintendent
Superintendent
612 N.
612 N. Zang
Zang Blvd.
Blvd.
Dallas,
Dallas, 75208
TX 75208
Email: rsorrells@dcschools.com
Email: rsorrells@dcschools.com
7.
7. with
with copies
copies to:
to: Matthew Marchant
Matthew Marchant
Strasburger & Price,

Strasburger Price, L.L.P.
L.L.P.
2801 Network
2801 Network Blvd.,
Blvd., Suite
Suite 600
600
Frisco, TX 75034
Frisco, 75034
Email:matthew.marchant@strasburger.com
Email matthewmarchant@strasburger.com
Email:matthew.marchant@strasburger.com
:
(TOIl\BedoJ\4K399l.l4
CT’O['\BedoIW83991
CTO \BedoJ\483991.14
.
l4 2
l")
I'd
(
8.
8. Premises:
Premises: thatthat certain
certain lot
lot or parcel of
or parcel of real
real estate
estate which
which isis described
described on
desan’bed on Exhibit
Exhibit A A hereto
hereto
(the
(the "Premises"),
“Premises"), together
“Premises“), together inin each
each case
case with
with all
all improvements
improvements situated
situated onon said
said property
property asas
of
of the date hereof
the date and all
hereof and all improvements constituting real
improvements constituting real property
property or or fixtures
fixtures thereto
thereto
constructed
consh‘uctcd on
consmlctcd said parcel
on said
011 parcel during
during the
the Term
Term (together
(together with
with all
all right,
right, title
title and
title and interest
interest of
of
0f
Landlord
Landlord in in and to the
and to the lighting,
fighting, electrical,
lighting, mechanical, plumbing
electrical, mechanical, plumbing and and heating,
heating, ventilation
ventilation
and
and air
air conditioning
conditioning systems
systems usadused in
used in connection
connection with
with said
said property,
property, and and all
all other
other
carpeting,
carpeting, draperies, appliances and
draperies, appliances other fixtures
and other and equipment
fixtures and equipment attached
attached or or appurtenant
appurtenant
to
to said
said property), and all
property), and rights, easements,
all rights,
rights, easements, rights
rights of
of way,
way, andand other
other appurtenances
appurtenances
thereto,
thereto, excepting,
excepting, however,
however, anyany Storage Tanks (as
Storage Tanks (as descn'bed
described in
described in Section
Section 34(e)
34(e) of
34(3) of Part
0f Part II).
II).
9.
9. Building:
Building: all all buildings and improvements
buildings and improvements located
imprOVements on the
located on the panel
parcel of
parcel of land
land described
described on
on
0n
Exhibit A hereto,
Exhibit excepting, however,
hereto, excepting, however, any
any Storage
Storage Tanks
Tanks (as
(as described
described in
in Section
Section 34(e)
34(e)
34(8)
of
of Part
0f Pan II).
Part II).
10.
10.
[0. Primarv
Primag Term:
Pg'mafl Term: shall
shall commence
com mence on the the Effective
Effective Date
Date (the
(the “Lease
"Lease Commencement
Commencement
1
Date")
Date”) and shall
shall expire
expire on the last day
the last day of
of the
the twentieth
twentieth (20m)
(20 h) Lease
Lease Year;
Year; all
all subject
subject to
to all
all
terms
terms and conditions of this
conditions of this Lease.
Lease.
If
If the
the Lease
Lease Commencement Date is 0n
Date is on any
on any day
day other
other than
than the
the first
first day
fust day of
of aa calendar
calendar
month,
month, Tenant shall
shall pay
pay all
all amounts
amounts due
due under
under the
the Lease
Lease for
for the
the remaining
remaining portion
portion of
of
such calendar month (as
such calendar (as more particularly
particularly
particularly described
described in
in Section
Section 5(b)
S(b) of
of Part
Part II).
II).
used in
As used this Lease,
in this Lease, "Term" shall include
“Term” shall include the
the Primary
Primary Term
Term and
and any
any Renewal
Renewal Term
Term
thereof
thereof which becomes effective
thereofwhich effective pursuant to
eflecdve pursuant to Section
Section 33 of
of Part
Part II.
II.
II.
As used
used in
in this Lease, “Lease
this Lease, "Lease Year" shall mean,
Year” shall mean, each
each twelve
twelve (12)
(12) month
month period
period during
during
the
the Term commencing on the Lease Commencement Date
the Lease Date (or
(or on the
the first
first day
day of the
the first
first
calendar
calendar month following the Lease
following the Lease Commencement
Commencement Date Date if
if the
the Lease
Lease Commencement
Commencement
Date is
is on any
any day other than
day other the first
than the day of aa calendar
first day
fust calendar month).
month).
11.
11. Renewal Options:
Options: The Tenant
Tenant shall
shall have thethe following
following Renewal OptionsOptions (herein
(herein so
so
called) to
called) extend the
to extend the Primary
Primary Term of
Pn'mary of this Lease for
this Lease for up toto aa total
total of three
three (3)
(3) Renewal
Renewal
Terms (herein so called)
(herein so called) on and
and subject
subject to
to the
the following
following terms
terms and conditions
conditions and
and subject
subject
to
to the
the terms
terms and conditions
conditions of Section 3 of
Section 3 ofPart II of
Part II of this
this Lease:
Lease:
Provided that
that no Material
Maten'al Event of Default
Material Event has occurred
Default has occurred and
and is
is continuing
continuing at at thethe time
time
Tenant exercises
exercises a a Renewal Option
Option or or at
at the
the commencement
commencement of of the
the relevant
relevant Renewal
Renewal
Term,
Term, Tenant shallshall have Renewal Options
Options for
for three
three (3)
(3) Renewal Terms
Terms of of five
five (5)(5) years
years
each
each if,
if. and only
if, only if,
if, at
at least nine (9)
least nine (9) months
months prior
prior to
to the
the end
end of
of the
the then
then current
current Term,
Term,
time
time being
being ofof the
0f essence, Tenant
the essence, Tenant provides
provides Landlord
Landlord with
with written
written notice
notice that
that itit proposes
proposes
to
to exercise
exercise a Option for
a Renewal Option for aa Renewal Term.
Term. The Fixed
Fixed Rent
Rent for
for each
each Lease
Lease YearYear
of
of each of
0f of the
the Renewal Terms shall shall be payable
payable inin the
the amounts
amounts set
set forth
forth on
on Schedule
Schedule 22
hereto
hereto for the respective
for the periods specified
respective periods specified thereon.
thereon.
12.
12. Reguired Advance Notice of Exercise
Required Exercise of Renewal Options:
Options: Nine (9)
(9) months
months prior
prior to
to the
the
expiration
expiration of the then-current
of the Term, time
then-current Term,
then—currcnt time being
being of the
the essence.
essence. (Sec
(See Section
(See Section 33 of
of Part
Part II.)
II.)
CTonBedonsmLm
CTouBedoJusmLM
CTO I\BedoJ\48 3991.14 33
( 13.
13.
l3. Fixed
Fixed Rent
Rent (See Section 55 of
(See Section of Part
Part II):
Pan 11):
II): shall mean the
shall the amounts
amounts set
set forth
forth on Schedule 22
fonh on
hereto for the
hereto for the respective
respective periods
periods specified
specified thereon.
thereon.
14.
14.
l4. Broker: Anroc
Broker.
Broker: Anroc Realty
Anmc Realty
15.
15. Lender:
Lender:
Lendgr: The lender
The lender or lenders holding
or lenders mortgage loans
holding mortgage loans (the
(the "Loan")
“L0an”) secured
“Loan”) by the
secured by the
Premises
Premises from time
fiom time to
to time.
time.
16.
16. Lease Default
Lease Default Rate:
Rate: the
the greater
greater of of (a)
(a) ten percent (10%)
ten percent
percent (10%) oror (b)
(b) five
five percent
percent (5%)
(5%) per
per
annum above
above the Prime Rate
the Prime Rate asas in
in efiect
effect from
effect time to
fiom time
fi'om to time, but in
time, but in no
no event
event higher
higher than
than
the
the highest
highest rate permitted to
rate permitted to bebe contracted
contracted for under applicable
for under Law. "Prime
applicable Law. Rate"
“Prime Rate”
means the
means the current
current rate of interest
rate of per annum announced
interest per announced from time to
from time to time
time by
by Citibank
Citibank
N.A. (or
NA.
N.A. (or its
its successor)
successor) as
as its prime rate
its prime in New York,
rate in York, New York,
York, or,or, if
if Citibank
Citibank N.A.
NA.
shall cease to
shall cease to announce such late,
announce such rate, then
rate, the current
then the current rate published as
rate published the prime
as the prime rate
rate in
in The
Wall
Wall Street Journal. It
Street Journal. is the
It is the intention
intention of the parties hereto
the parties hereto to
to conform strictly to the
strictly to the
applicable usury
applicable usury Laws, and whenever any
Laws, and provision herein
any provision provides for
herein provides payment by
for payment by
Tenant to
Tenant Landlord of
to Landlord interest at
of interest at aa rate
rate in
in excess
excess of the highest
of the highest legal
legal rate permitted to
rate permitted be
to be
charged, such
charged, such rate
rate herein provided to
herein provided be paid
to be paid shall
shall be
be deemed reduced
reduced toto such
such highest
highest
legal rate.
legal rate.
17.
17. Permitted Encumbrances:
Permitted Encumbrances: shall
shall mean taxes
taxes (as
(as defmed
defined in Section 29
in Section
Section of Part
29 of II), Legal
Part II), Legal
Requirements
Requirements (as defmed in
(as defined in Section 10 of
Section 10 Part II),
of Part II), any
any matters
matters consented
consented to
to by
by Landlord,
Landlord,
Tenant and
Tenant and Lender
Lender in in writing,
writing, those covenants, restrictions,
those covenants, restrictions, reservations,
resu'ictions, liens,
reservations, liens,
conditions, encroachments, easements,
conditions, encroachments, encumbrances and
easements, encumbrances and other matters of
other matters of title
0f that affect
title that aflmt
affect
the Premises
the as of
Premises as of the Lease Commencement
the Lease Commencement Date (including, without
Date (including, without limitation,
limitation, those
those
listed on
listed on Exhibit
Exhibit B hereto)
Exhibit hereto) or which arise due
or which an'se due to
to the acts or
the acts omissions of
or omissions Tenant, or
of Tenant, or due
to
to the acts or
the acts or omissions
omissions of of Landlord with Tenant's
Landlord with consent, afier
Tenant’s consent, after the
the Lease
Lease
Commencement Date. Date.
18.
18. Exhibits:
Exhibits: All Exhibits and Schedules
All Exhibits Schedules to this Lease
to this Lease are
are incorporated
incorporated herein
herein by
by this
this
reference.
reference.
19.
19. Payment
Payment of
Pament Fixed Rent:
of Fixed Rent: As set
set forth in Section
forth in Section 5(a) of Part
5(a) of Part II,
II, Fixed
Fixed Rent shall be
Rent shall be paid
paid
by wire
by transfer or
wire transfer
Wire or by
by automated
automated clearing
clean'ng house
clearing (ACH) to
house (ACH) the account
to the account set
set forth in the
forth in the rent
rent
direction letter
direction letter from
from Landlord to Tenant
Landlord to Tenant delivered
delivered concurrently
concurrently with
with the execution and
the execution and
delivery
delivery of
of this
this Lease,
Lease, as
as such
such rent
rent direction
direction may be
be modified
modified from
fiom
from time
time to
to time
time by the
by the
joint written
joint direction of
written direction of Landlord
Landlord and
and Lender.
Lender.
20. Certain Defmitions: The following

Certain Definitions: following terms
terms shall
shall have
have the
the defmitions given to
definitions given to them
them in the
in the
following
following Sections of this
Sections of Lease:
this Lease:
Additional
Additional Rent
Rent Section
Section 5( d) of
S(d) Part 11
of Part II
II
alteration
alteration Section
Section 16(a) ofPart
16(3) of
16(a) II
Part II
Appraiser
Appraiser Section 13(
Section d) of
13(d) of Part
Part II
II
l]
Assumed New Loan Rate

Rate Section 5(f)
Section 5(1) of
of Part
Part II
II
CmeBedomsmua
CTonaedoJxAssggua 4
found
found 112
1/2 inch
inch iron
iron rod
rod for
for a
a comer
comer in the
corner in the easterly line of
easterly line of Finnell
Finnell Street
Street (a
(a S6
56 foot
56 foot right
right of
of way),
way),
ofway),
said
said point
point being
being the
the most
most southerly
southerly southwest comer
southwest comet of said
corner of said Lot
Lot 3,
3, Block
Block 8/6495;
8/6495;
Thence, N 00
Thence, 00 degrees
degrees 40
degrscs 40 minutes 44 seconds
minutes 44
minutes seconds E,
E, with
with the
the easterly
easterly line
line of
of Finneil
Finnell Street,
Finnell Street, aa distance
distance
of 441
441 .06
of441
of .06 feet
feet to
to aa set
set 1/2 inch iron
1/2 inch iron rod
rod for a comer,
for a comer, said
said point
point at
at the
the beginning
beginning of ofaa non—tangent
non-tangent
non-tangent
curve
curve toto the
t0 the left
left with
with aa central
central angle
angle of
of 189 degrees 54
minutes 28
28 seconds,
seconds, aa radius
radius ofof 43.50
43.50
feet,
feet, a
a chord
chord bearing
bearing ofW
bean'ng W
of W 44
0f 44 degrees
degees 22 minutes
degrees 22 minutes 1515 second W
second Wand and aa chord
chord distance
distance ofof 86.68
0f 86.68
feet;
feet;
Thence,
Thence, Northerly
Northerly and
and Westerly,
Westerly, continuing with the
continuing with the easterly
easterly and
and northerly
northerly line
line 0f
ofFinnell
of Finuell Street,
Finnell Street,
and
and along
along said
said curve,
curve, an
an arc
arc distance
art of
0f 144.24
distance of 144.24 feet to aa set
feet to set 1/2
1/2 inch
inch iron
iron rod
rod for
for aa corner;
comer;
Thence, N 89
Thence, 89 degrees
minutes 19 seconds W, continuing
19 seconds continuing with
with the
the northerly
northerly line
line of
ofRentsel
Rentsel
Street, passing at a distance of 416.10 feet with the common comer of said Lot 3, Block
41 6. 10 feet with the common corner of said Lot 3, Block 8/6493
Street, passing at a distance of 416.10 8/6493
and
and said
said Lot
Lot 3,
3, Block
Block 6492,
6492, continuing
continuing inin all
all aa distance of 561
distance of 561.54 feet to
.54 feet to the
the Point
Point of
of Beginning.
Beginning.
SAVE
SAVE AND EXCEPT that that certain 2.000 acre
certain 2.000 tract of
acre tract of land
land conveyed
conveyed to
to Paccar
Paccar Leasing
Leasing
Corporation in Special
Corporation in Special Warranty filed 02/24/1995,
Warranty Deed filed 02/24/1995, recorded
recorded in
in Volume
Volume 95039,
95039, Page
Page 2016;
2016;
and
and
SAVE
SAVE AND EXCEPT that that certain
2.441 acre tract of
of land
land conveyed
conveyed to
to the
the City
City of
of Dallas
Dallas in
in
General
General Warranty filed 03/22/2011,
Warranty Deed filed 03/22/201 1,
l, recorded
recorded in
in Volume
Volume 2001057,
200
2001057,
1057, Page
Page 5253,
5253, Real
Real
Property
Property Records,
Records, Dallas County, Texas.
(
CTOI\BcdoM8399LN
CTO[\BedoI\483993.l4
Lease
Lease Year
Year Section 10
Section 10 of
ofPart
Part1II
Part
Legal
Legal Requirements
Requirements Section 10
Section 10 0f
ofPart
of Part HII
II
Loan
Loan Section 15
Section 15 0f
ofPart
of Part1I
PaItI
Major
Major Condemnation
Condemnation Section 14(1))
Section 14(b) of
14(b) ofPart II
Part II
Material
Material Event
Event of
of Default
Default Section 13(c)
Section 13(c) of
ofPart
PartIIII
Matters ofRecord
Matters of Record Section 27
Section 27 of
ofPart
Part IIII
Moody's
Moody’s Section 13(0)
Section 13(c) 0f
13(c) ofPart
of PartIIII
Mortgage
Mortgage Section 18(a)
Section 18(a) of
ofPan
PartIIII
Part
Net
Net Proceeds
Proceeds Section 13(0)
Section 13(c) of
13(c) ofPart
Part IIII
Notice
Notice of
of Breach
0f Breach Section 21(1))
Section 21(h) OfPart
21(h) ofPan
of PartHII
Other
Other Leases
Leases Section 21(3)
21(a) ofPart
of PartIIII
person(s)
person(s) Section 38(k)
Section 38(k) of
ofPart HII
Part[I
Primary
Primary Term
Term Section 10
Section 10 0f
ofPart
of Part II
Prime
Prime Rate
Rate Section 20
Section 20 of
ofPart1
Part I
PartI
Regulated
Regulated Activity
Activity Section 38(b)
Section 338(b) ofPart
8(b) ofPaIt
of II
Part II
Rejectable
Rej ectablc Offer
Rejectable Offer Section 14(0)
Section 14(c) 0f
14(c) ofPart
of Part IIII
Renewal
Renewal Options
Options Section 11 ()me
Section 11 ofPart
of Part II
Renewal
Renewal Terms
Terms Section 11
Section 11 ofPart
ofPart
of Part II
Restoration
Restoration Section 13(c) ofPan
Section 13(c) ofPart
of PartIIII
Restoration
Restoration Cost
Cost Section 13(d)
Section 13(d) of Part H
ofPart II
II
Restriction
Resniction
Restriction Section 338(0)
8(a) 0f
of PartIIII
S&P
S&P Section 13(0)
Section 13(c) 0f
13(c) ofPart
of Part IIII
SNDA
SNDA Section 18(a)
ofPart
of Part IIII
Stipulated
Stipulated Loss Values
Loss Values 14(c) ofPart
Section 14(0)
of PartIIII
Taking
Taking Section 14(a) of
Section 14(a)
[4(a) ofPart
PartIIII
CTOHBedoJW8399l
C70
CTO \BedoJWfiSWl
I\BedoJ\48
l ‘14
.14
3991.14 6
Ev
tax
tax or
or taxes
taxes Section 29
Section 29 of
of Part
Part II
II
Tenant's
Tenant’s Termination Notice
Termination Notice Section 14(b)
Section of Part
14(b) of Part II
II
Term Section 10 of
Section 10 of Part
Of Part II
Part1
Third
Third Parties
Parties Section 38(b)
Section 3 8(b) of
of Part
Part II
ofPan II
trade
trade fixtures
fixtures Section 17
Section 17 ofPart
of Part
of Part II
II
Treasury
Treasury Rate
Rate Section 21(g)
Section of Part
21(g) of Part II
ofPart II
Trustee
Trustee Section 13(c)
Section 13(c) of
13(0) ofPart
ofPart II
Part II
C'TO IHBcduMSJW
C70
CTO l\BedoJ\48 3991.144a
\BcdoJW8399 l .
A I
|
7
PART II.
II.
1.
l.
1. PREMISES
Landlord hereby leases
Landlord hereby leases to
to Tenant,
Tenant, and
and Tenant
Tenant hereby
hereby leases
leases fiom
from Landlord,
Landlord, for
for the
the Term
Term
and
and on
on the conditions herein
the conditions herein provided,
provided, the
the Premises
Premises described
described in
in Section of Part
Section 88 of Part II hereof,
hereof,
subject,
subject, however, to the
however, to the Permitted
Permitted Encumbtances.
Encumbrances.
2.
2. N0
NO BERGER
MERGER 0F
OF TITLE
There
There shall
shall be no merger
be no merger of
of this
this Lease
Lease nor
nor of
of the
the leasehold
leasehold estate
estate created
created hereby
hereby with
with the
the
fee estate
fee estate in or ownership
in or ownership ofof the
the Premises
Premises by
by reason
reason of
of the
the fact
fact that
that the
the same
same entity
entity may
may acquire
acquire
or hold or
or hold or own (i) this Lease or such leasehold
(i) this Lease or such leasehold estate
estate or
or any
any interest
interest therein
therein and (ii)
(ii) the
the fee
fee estate
estate
or ownership of
or ownership of any
any of
of the
the Premises
Premises oror any
any interest
interest therein.
therein. No
No such
such merger
merger shall
shall occur
occur unless
unless
and until
and until all persons
until all persons having
having any
any interest
interest in
in (x)
(x) this
this Lease
Lease or
or such
such leasehold
leasehold estate
estate and
and (y)
(y) the
the fee
fee
estate
estate in the Premises
in the Premises including,
including, without
without limitation,
limitation, Lender's
Lender' s interest
Lender’s interest therein,
interest therein, shall
shall join
shall join in
in aa
written, recorded
written, recorded instrument
instrument efi'ecting
effecting such
effecting such merger.
merger.
3.
3. RENEWAL OPTIONS
Tenant has
Tenant has the Renewal Options,
the Renewal Options, and may extend
extend the
the Term
Term ofof this
this Lease
Lease for
for each
each ofof the
the
described in
Renewal Terms described Section 11
in Section 11 of
ll of Part
Part II hereof,
hereof, upon all
hereof, all of
of the
the terms
terms set
set forth
forth in
in this
this
Lease with the
Lease with the Fixed
Fixed Rent
Rent in
in the
the amounts specified Schedule 2 hereto
specified on Schedule hereto for
for the
the respective
respective
Renewal Terms.
Terms. Tenant
Tenant may exercise
exercise a Renewal Option and and commence aa Renewal
Renewal TermTerm only
only ifif
no Material
Material Event
Event of Default shall
Default shall have occurred
occurred and be continuing
be continuing under this Lease or any
this Lease or any ofof
the Other Leases
the Other Leases (as hereinafter defmed) at
hereinafter defined)
(as hereinafier at the
the time
time of any
any such election
election and
and on the
the date
date ofof
commencement of the
commencuent the applicable
applicable ReneWal
Renewal Term,
Term, and by by giving
giving Landlord
Landlord written
written notice
notice of
of each
each
such election not
such election not later
later than
than the
the Required Advance Notice Notice of Exercise
Exercise ofof Renewal Options
Options (as
(as
defmed in
defined Section 12
in Section 12 of Part
Part I).
I).
I). If
1f Tenant fails
fails to
to timely
timely exercise
exercise any Renewal Option,
Option, then
then all
all
subsequent Renewal Options

subsequent Options shall
shall automatically
automatically expire
expire and null and void.
and be null void.
4.
4. USE
Tenant may use thethe Premises forfor any
any use for
for which the the Premises
Premises are are currently
currently used,
used, or
or for
for
any
any other lawful use so
lawful use
other lawfizl so long
long asas such other
other lawful
lawful use
use would not
use not (i)
(i) have an adverse
adverse effect
adverse effect on
on the
the
value of the
value the Premises, other than
Premises, other to a demim'mus
than to extent, (ii)
deminimus extent, (ii) materially
materially increase
increase (when
(when compared
compared
to
to the
the foregoing
foregoing use) the likelihood that Tenant,
use) the likelihood that Tenant, Landlord or
or Lender would incur liability
would incur liability under
under
any Environmental Laws (as
any (as hereinafter
hereinafter defined), (iii)
hereinafier defined).
defined), (iii) increase
(iii) increase the the cost
cost ofof insurance
insurance of of the
the
Premises. In
Premises. In no event
event shall
shall the
the Premises
Premises be used for for anyany use
use which shall violate my
shall violate
violate any of
any of the
the
provisions of any
provisions any Permitted Encumbrances or
Pennitted Encmnbrances
Permitted or any
any covenants,
covenants, resn'ictions
restrictions or
restrictions or agreements
agreements hereafier
hereafter
hereafter
created by
created by or
or consented
consented toto by
by Tenant
Tenant applicable to
applicable to Premises
Premises or
Premises or (iv)
(iv) constitute a public or
constitute a public or pn'vate
private
private
nuisance. Tenant
nuisance. Tenant agrees
agrees that
that with
with respect
respect to
to the
the Permitted
Encumbrances and and any
any covenants,
covenants,
restrictions or agreements
restrictions or
resu‘ictions agreements hereafter
hereafter created
created by
by or
or consented
consented to to by
by Tenant,
Tenant, Tenant
Tenant shall
shall observe,
observe,
perform and comply with
perform with and
and carry
carry out
out the
the provisions
provisions thereof
thereof required
required therein
therein to
therein to be
be observed
observed
and performed by by Landlord.
Landlord.
CTO I \BedoJ\483991.14
crouaedomsssm.”
CTO|\BedoJ\48399l .
l4 8
8
’A
5.
5. FIXED RENT
(a) Commencing as
(a) of the
as of the Lease
Lease Commencement Date, Date, Tenant shall pay
Tenant shall pay Fixed
Fixed Rent
Rent
to
to Landlord,
Landlord, or to Lender
or to Lender if if directed
directed by
by Landlord
Landlord in in writing
writing or
or if required to
if required to do
do so by Lender
so by Lender inin
writing under
writing the SNDA Agreement,
under the Agreement, at at the business address
the business of Landlord
address of Landlord or or Lender,
Lender, asas the
the case
case
may be,
be, specified
specified herein,
herein, oror at
at such
such other address as
other address as Landlord,
Landlord, with
with the
the written
written consent
consent of any
of any
then
then Lender,
Lender, shall
shall from
fiom timetime toto time designate by
time designate by written
written notice
notice toto Tenant.
Tenant. Except as
Except as
hereinafter
hereinafier provided, the
hereinafler provided, the Fixed
Fixed Rent
Rent shall
shall be due
due andand payable
payable in the amounts
in the amounts set set forth
forth on
Schedule 22 hereto
Schedule hereto forfor the
the respective periods shown on
respective periods on such Schedule 2.
such Schedule 2. Schedule 22 is
Schedule is
incorporated herein by this reference. Fixed Rent shall be due and payable
incorporated herein by this reference. Fixed Rent shall be due and payable in advance by not in advance by not
later
later than 3:00 pm.
than 3:00 p.m. Eastern
Eastern timetime commencing on the Lease Commencement
the Lease Commencement Date Date andand
thereafter, on the
thereafter, the first
first day
day ofof each
each month (or (or if
if such first day
such first day is not aa business
is not day, the
business day, the first
first
business day of
business day of each month), during
each month), during the (each such
the Term (each such date
date being referred to
being referred to herein
herein asas aa
"Due Date”).
“Due Date"). Notwithstanding
Notwithstanding the foregoing, from the
the foregoing, from the Lease Lease Commencement Date until
Date until
Tenant is
Tenant notified otherwise
is notified otherwise by by Landlord
Landlord and Lender as
and Lender as specified
specified above,
above, Fixed
Fixed Rent shall be
Rent shall be
paid by
paid wire transfer
by wire tansfer or
transfer or by
by automated
automated clearing
clearing house (ACH) to
house (ACH) to the account set
the account forth in
set forth in the rent
the rent
direction letter fi'om
direction letter from Landlord
Landlord to to Tenant delivered
concurrently with
with the
the execution
execution and delivery
and delivery
of
of this
this Lease,
Lease, as
as such
such rent
rent direction
direction letter
letter may be modified
modified from
fiom
fimn time
time to
to time
time by
by the
the joint
joint
written direction of
written direction Landlord and
of Landlord and Tenant.
Tenant.
(b)
(b) The Fixed
Fixed Rent to be
Rent to be paid
paid onon the Lease Commencement Date
the Lease Date as
as set
set forth
forth on
on
Schedule 22 includes
Schedule includes $$ (the “First
(the "First Amount") representing the
Amount”) representing the Fixed
Fixed Rent for every
Rent for every
month ofof the
the first Lease Year other
first Lease other than the first
than the first month (which first month also
(which first includes an
also includes an
additional $2 million Fixed Rent amount). If the
additional $2 million Fixed Rent amount). If the Lease Lease Commencement Date shall
Date shall be on any
any
day other than
day other than the
the first day of
first day a calendar
of a calendar month,
month, thethe First
First Amount will
will be
be prorated
prorated onon aa per
per
diem basis,
basis, and the Fixed
and the Fixed Rent
Rent payable
payable on the
the Commencement Date Date will
will be
be adjusted
adjusted to
to reflect
reflect
such pro
such pro ration.
ration.
(c) If
(c) If any
any installment
installment of Fixed Rent
of Fixed Rent is
is not paid on
not paid on its Date, Tenant
its Due Date, Tenant shall
shall pay
pay
Landlord interest
interest on such overdue payment at
such overdue payment at the the Lease Default Rate, accruing
Default Rate, accruing from
fi'om the
the Due
of such
Date of payment until
such payment until the
the same isis paid.
paid. All
All Fixed
Fixed Rent
Fixad and Additional
Rent and Rent shall
Additional Rent shall be
be
payable in U.S.
payable in Dollars.
U.S. Dollars.
(d)
(d) Commencing as as of
of the
the Lease
Lease Commencement Date, Date, all
all taxes,
taxes, costs, expenses,
taxes. costs, expenses.
expenses,
Stipulated Loss
Stipulated Loss Values,
Values, and other amounts
and other amounts which Tenant
Tenant is required to
is required pay pursuant
lo pay
to pursuant toto this
[his
this
Lease
Lease (other than Fixed
(other than Rent), together
Fixed Rent), with every
together with fme, penalty,
every fine, penalty, interest
interest and
interwt and cost which may
cost which may
be added
be added for
for non—payment
non-payment or late payment
or late payment thereof, shall constitute
thereof, shall constitute additional
additional rent ("Additional
rent (“Additional
Rent"). All
Rent”). All Additional Rent shall
Additional Rent shall bebe paid
paid directly
directly byby Tenant
Tenant toto the party to
the party to whom suchsuch
Additional Rent is
Additional Rent is due.
due. IfIf Tenant
Tenant shall
shall fail
fail t0
to pay any
to pay any such
such Additional
Additional Rent
Rent 0ror any
or any other
other sum
due
due hereunder
hereunder when the the same shall
shall become due,due, Landlord
Landlord shall
shall have
have all rights, powers
all rights, powers and
and
remedies with respect
remedies with thereto as
respect thereto as are provided herein
are provided herein or by Law in
or by the case
in the case ofof non-payment
non-paymeut
non-payment of of
any Fixed Rent
any Fixed Rent and shall have
and shall have the
the right
right to pay the
to pay the same
same on behalf of
on behalf of Tenant,
Tenant, and
Tenant, and Tenant shall
Tenant shall
repay such
repay such amounts
amounts toto Landlord
Landlord on demand.
demand. Tenant
Tenant shall
shall pay
pay to
to Landlord
Landlord interest
interest at
at the Lease
the Lease
Default Rate
Default Rate on all
all overdue
overdue Additional
Additional Rent
Rent and
and other
other sums due hereunder,
hereunder, in in each
each case
case paid
paid
by Landlord
by Landlord oror Lender on behalf
behalf ofof Tenant,
Tenant, from the date
from the date of payment by
of payment by Landlord
Landlord or or Lender
Lender
until repaid
until by Tenant.
repaid by Tenant.
CTO \Bedommm
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\BedoJ\48 3991.14
1
I .
4 1
I 9
c 6.
6. NET LEASE; TRUE LEASE
The obligations
obligations of Tenant
Tenant hereunder
hereunder shall
shall be separate
separate and independent covenants and
independent covenants
agreements, and
agreements, and Fixed
Fixed Rent, Additional Rent
Rent, Additional Rent and all
all other
other sums payable by Tenant
payable by Tenant hereunder
hereunder
shall continue to
shall continue to be payable in
be payable in all
all events,
events, and
and the
the obligations of Tenant
obligations of hereunder shall
Tenant hereunder shall continue
continue
during the
during the Term, unless the
Tenn, unless the requirement
requirement to pay or
to pay perform the
or perform the same shall have been terminated
shall have terminated
pursuant to the provisions of Section 14 of this Part II.
Pan II.
pursuant to the provisions of Section 14 of this Part This
This is
is an
an absolutely
absolutely net
net lease
lease and Fixed
and Fixed
Rent, Additional
Rent, Additional Rent
Rent and
and all other sums payable
all other payable hereunder
hereunder by by Tenant
Tenant shallshall be paid
paid without
without
notice
notice or or demand,
demand, and and without
without setoff,
setoff, counterclaim,
counterclaim, recoupment,
recoupment, abatement,
recoupmut, suspension,
abatement, suspension,
reduction or
reduction or defense.
defense. This Lease is
This Lease is the absolute and
the absolute and unconditional obligation of
unconditional obligation Tenant, and
of Tenant, the
and the
obligations of Tenant under this Lease shall not be affected
afi'ected by
obligations of Tenant under this Lease shall not be affected by any interference with any interference with Tenant's
Tenant’s
use of
use any of
of any of the Premises for
the Premises for any reason, including,
any-reason, including, but but not
not limited
limited to,to, the
the following:
following: (i)(i) any
any
damage to to or destruction of
or destruction any of the
of any Premises by
the Premises by any
any cause
cause whatsoever,
whatsoever, (ii) (ii) any
any Condemnation
(except
(except as
(except as otherwise
otherwise expressly provided in
expressly provided in Section
Section 14
Section 14 of
l4 of this Part II), (iii)
Part II),
this Pazt (iii) the prohibition,
the prohibition,
limitation
limitation or restriction of
or restriction of Tenant's use
Tenant's use ofof any
any of the Premises,
of the (iv) any
Premises, (iv) any eviction
eviction by paramount
by paramount
title
title or
or otherwise,
otherwise, (v)(v) Tenant’s
Tenant's acquisition
acquisition of of ownership
ownership of of any
any ofof the Premises other
the Premises other than
than
pursuant to
pursuant to an
an express provision of
express provision of this Lease, (vi)
this Lease, (vi) any
any default
default on
on the
the part
part ofof Landlord
of under this
Landlord under this
Lease or
Lease under any
or under any other
other agreement,
agreement, (vii)(vii) any
any latent
latent
latent or
or other
other defect
defect in,
in, or
or any
any theft
thefi or
or loss
loss of any
any
of the Premises, (viii) any condition or act constituting constructive
of the Premises, (viii) any condition or act constituting constructive eviction, eviction, or
or (ix) any
(ix) any other
other
cause, whether
cause, similar or
whether similar dissimilar to
or dissimilar to the
the foregoing,
foregoing, any present or
any present future Law to
or future to the contrary
the contrary
notwithstanding. All
notwithstanding. All costs
costs andand expenses
expenses and and other
other obligations
obligations of of every
every kind and nature
kind and nature
whatsoever
whatsoever relating
relating to the Premises
to the Premises and the appurtenances
and the appurtenances thereto
thereto andand the use and
the use and occupancy
occupancy
thereof
thereof which may may arise
arise or
an'sc or become due due and payable with
and payable respect to
with respect to the period which ends
the period ends on thethe
expiration
expiration or or earlier termination of
earlier termination the Term in
of the in accordance
accordance with the provisions
with thc
the provisions hereof (whether
hereof (whether
or not the
or not the same
same shall
shall become payable
payable during
during the
the Term or or thereafter)
thereafter)
thereafier) shall
shall bebe paid
paid and performed
performed
by
by Tenant.
Tenant. Tenant
Tenant shall
shall paypay all expenses related
all expenses related to to the
the maintenance
maintenance and and repair
repair ofof the Premises,
the Premises,
and taxes and insurance costs. This Lease
and taxes and insurance costs. This Lease shall not shall not terminate
terminate and
and Tenant shall
shall not
not have any right
any right
to
to terminate this Lease
terminate this (except as
Lease (except otherwise expressly
as otherwise provided in
expressly provided in Section
Section 14 14 of this Part II),
this Part II), or
H), or
to abate
to abate Fixed
Fixed Rent or or Additional
Additional Rent during dun'ng
during thethe Term.
Term.
Landlord and Tenant

Landlord and agree that
Tenant agrec
agree that this Lease is
this Lease is aa true
true lease
lease and does
does
docs not
not represent
represent a a
financing arrangement. Each party
financing arrangement. shall reflect
party shall reflect the
the transaction represented hereby
uansaction represented
transaction hereby inin all
all
applicable books,
applicable books, records
records and reports (including
and reports (including income
income tax
tax filings)
filings) in a manner consistent
in a consistent with
with
"true leaSC"
“true lease" treatment
lease" rather than
treatment rather than "financing" treatment.
“financing” treatment.
Tenant shall remain

Tenant shall obligated under
remain obligated this Lease
under this Lease in
in accordance with its
accordance with its terms
terms and
and shall
shall not
not
take any
take action to
any action to terminate, rescind or
terminate, rescind or avoid
avoid this Lease, notwithstanding
this Lease, notwithstanding any bankruptcy,
any bankruptcy,
insolvency, reorganization,
insolvency, liquidation, dissolution
reorganization, liquidation, or other
dissolution or proceeding affecting
other proceeding affecting Landlord or any
Landlord or any
action with
action respect to
with respect to this
this Lease which
Lease which may be taken by
be taken by any
any trustee,
trustee, receiver or liquidate:
receiver or liquidator or by
or by
any coun.
any court.
court.
7.
7. CONDITION
Tenant acknowledges
Tenant that Tenant
acknowledges that Tenant is fully familiar
is fully familiar with the physical
with the physical condition
condition of the
the
Premises
Premises and
and that
that Landlord
Landlord makes no representation or warranty
representation or
representation express or
warranty express or implied,
implied, with
with respect
respect
to
to same. LANDLORD’S COVENANT OF QUIET ENJOYMENT SET
same. EXCEPT FOR LANDLORD'S
FORTH IN IN SECTION 32 32 OF THIS PART II, II, LANDLORD MAKES N0, NO, AND
aaadumsmm
‘Bcdomsmma
CT01
c701 10
10
( EXPRESSLY HEREBY DENIES ANY, REPRESENTATIONS OR WARRANTIES
REGARDING TEE THE CONDITION 0R OR SUITABILITY 0R OR ENVIRONMENTAL
OF, 0R
CONDITIONS OF,
0F, OR TITLE TO,T0, THE PREWSES
PREMISES T0 TO THETIE EXTENT PERMTTED
PERMITTED
BY LAWS, AND TENANT WAIVES ANY RIGHT OR REMEDY OTHERWISE
ACCRUING TOT0 TENANT ON 0N ACCOUNT OF THE CONDITION OR SUITABILITY
THE PREMISES, 0R
0F TEE
OF OR TITLE TO T0 THE PREMISES, AND TENANT AGREES THAT
IT TAKES THE PREMISES "AS
1T IS,” WITHOUT ANY SUCH REPRESENTATION OR
“AS IS,"
WARRANTY, INCLUDING, WITHOUT LIMITATION,
LIIVIITATION, ANY IMPLIED
WARRANTIES. Tenant has
Tenant has examined the Premises and title to
to the Premises, and has
the Premises and title t0 the Premises, has found
found all
all
of the
of satisfactory for
the same satisfactory for all purposes.
all purposes.
8.
8. LIENS
Tenant shall
Tenant shall not, directly or
not, directly or indirectly,
indirectly, create, or permit
create, or permit to be created
to be created or to remain,
or to remain, andand
shall remove and
shall remove and discharge
discharge (including,
(including, without
without limitation,
limitation, by by any statutory bonding
any statutory bonding procedure
procedure or or
any
any other
other bonding
bonding procedure
procedure reasonably
reasonably satisfactory
satisfactory to
to Landlord
Landlord and
and Lender
Lender which
which shall
shall bebe
sufficient
sufficient to prevent any
to prevent any loss of the
loss of the Landlord's
Landlord’s or or Lender's interest in
Lender’s interest in the Premises) within
the Premises) within thirty
thiny
thirty
(30) days after
(30) days after filing
filing thereof, any mortgage,
thereof, any lien, encumbrance
mortgage, lien, encumbrance or other charge
or other charge onon the Premises
the Premises
or the
or the leasehold
leasehold estate
estate created hereby or
created hereby any Fixed
or any Rent or
Fixed Rent or Additional Rent payable
Additional Rent payable hereunder
hereunder
which arises
arises for any reason,
for any other than:
reason, other than: the Landlord's Mortgage
the Landlord‘s Mortgage (and any
(and any assignment
assignment of
of leases
leases
or rents collateral
or rents collateral thereto);
thereto); thethe Permitted
Encumbrances which
Encumbrancm are specified
which axe
are specified on on Exhibit hereto
Exhibit B hereto
or which subsequently
or which subsequently arise with the
arise with the prior
prior written
written consent
consent of Landlord and
of Landlord and Lender;
Lender; andand any
any
mortgage,
mortgage, lien,
lien, encumbrance
encumbrance or or other charge created
other charge created by by or
or resulting
resulting from
fiom any
from any act or omission
act or omission by by
Landlord or
Landlord or those
those claiming
claiming by, by, through
through or
or under
under Landlord
Landlord (other
(other than
than Tenant),
Tenant), without
without Tenant's
Tenant’s
consent.
consent. Landlord
Landlord shallshall not be liable
not be for any
liable for any labor, services or
labor, services materials furnished
or materials to Tenant
furnished to Tenant or or
to any
to party holding
any party holding any portion of
any portion of the Premises through
the Premises through or or under
under Tenant
Tenant andand no
no mechanic's
mechanic’s or or
other
other liens
liens for
for any such labor,
any such labor. services
services oror materials shall attach
materials shall attach toto Landlord's interest in
Landlord’s interest in the
the
Premises. In
Premises. In the
the event
event of of the
the failure
failure ofof Tenant
Tenant to to discharge
discharge anyany charge, lien,
charge, lien, security interest
lieu, security interest oror
encumbrance as
encumbrance as aforesaid, Landlord may,
aforesaid, Landlord discharge such
may, discharge such items by payment
items by payment or or bond
bond oror both,
both, and
Tenant
Tenant will repay to
will repay to Landlord,
Landlord, uponupon demand,
demand, any any and
and all amounts paid
all amounts paid by Landlord therefor,
by Landlord therefor, oror
by reason
by reason of of any
any liability
liability onon such
such bond,
bond, and also any
and also any and
and all
all incidental expenses, including
incidental expenses, including
reasonable
reasonable attorneys'
attomeys’ fees,fees, actually
actually incurred
incurred by by Landlord
Landlord in in connection
connection therewith, and interest
therewith, and interest onon
such
such amounts at the Lease
at the Lease Default
Default Rate.
Default Rate.
9.
9. MAINTENANCE
REPAIRS AND MAINTENANQE
(a)
(a) Tenant
Tenant shall keep, maintain
shall keep, maintain andand repair, at its
repair, at its sole
sole cost
cost and
and expense,
expense, the
the Premises,
Premises,
including, without
limitation, the roof, walls,
the roof, footings, foundations,
walls, footings, foundations, HV AC, mechanical
HVAC, mechanical and and
electrical equipment and
electrical equipment
clectn'cal and systems
systems in in or
or serving the Premises
serving the Premises and structural and
and structural and nonstructural
nonsu'uctuxal
nonstructural
components
components and and systems
systems ofof the
the Premises, parking areas,
Premises, parking sidewalks, roadways
areas, sidewalks, roadways andand landscaping
landscaping
in
in good repair and
good repair and appearance,
appearance, and and shall
shall make all all repairs and replacements
repairs and
repairs replacements (substantially
(substantially
equivalent in
equivalent in quality
quality and
and workmanship t0 to the
to the original
original work)
work) of of every kind and
every kind and nature‘
nature, whether
nature, whether
foreseen
foreseen oror unforeseen, which may be
unforeseen, which be required
required toto be
be made in order to
in order to keep
keep and
and maintain
maintain thethe
Premises in
Premises in as
as good
good repair
repair as
as they
they were
were as
as of
of the
the date
date of
of this
this Lease,
Lease, except
except for
for any
any Major
Condemnation of
Condemnation of the Premises. Tenant
the Premises. shall perfonn
Tenant shall perform such
perform such pest control as
pest control as is
is necessary
necessary to keep
to keep
the Premises substantially
the Premises substantially flee
free
fi‘ee of rodents and
of rodents and other pests. Tenant
other pests. Tenant shall
shall do
do or cause others
or cause others to
to do
t0 do
all shoring
all shoring of the Premises
of the
0f Premises or
Premism or of
of the
the foundations
foundations and walls of
and walls the Building
of the Building and every other
and every act
other act
(
CTO
C101 Bedomsmm4
U01I\BedoJ\483991.14
'8edo1w8399 I . I 11
l l
1l
LEASE
This Lease
This Lease (this "Lease") is
(this “Lease”) is made as
as of
of May 29, 2015 (the
29, 2015 (the "Effective
“Effective Date"), between the
Date”), between the
Landlord
Landlord and
and the Tenant specified
the Tenant specified below.
below.
PART I.
I.
BASIC LEASE PROVISIONS; DEFINITIONS
The following
The following list sets out
list sets out certain
certain fundamental
fundamental provisions
fimdamental provisions and definitions pertaining
and definitions pertaining to
to this
this
Lease:
Lease:
1.
l. Date of
Date Lease:
of Lease: As of:
of: May 29,
29, 2015
L
2.
2. Landlord name,
Landlord and state
name, and state of
of and 2015
2015 Acquisitions
Acquisitions 5 5 LLC, aa Delaware
type
type of
of entity
entity (whether
(whether one
one or
or limited liability
company
more persons,
persons, collectively
collectively
referred
referred to
to herein
herein as
as
"Landlord"):
“Landlord”):
3. Landlord business
Landlord notice
business and notice 2015 Acquisitions LLC
20 15 Acquisitions
address:
address: c/o Net
c/o Net Lease
Lease Capital Advisors LLC
Capital Advisors
Ten Tara Boulevard, Suite 130
Boulevard, Suite 130
Nashua, NH 03062
Nashua, 03062
Attention:
Attention: Douglas F. Blough
Douglas F. Blough
Email: dblough@nefleasecapital.com
Email: dblough@netleasecapital.com
dblough@netleasecapital.com
4. with aa copy
with copy to:
to: Kelley
Kelley Drye & Warren LLP
Drye &
8:
101
101 Park Avenue
New York,
York, NY 10178
10178
Attention: A. Garraty,
Attention: John A. Garraty, Jr.,
Jr., Esq.
Esq.
Email: jgarraty@kelleydrye.com
Email: jgarraty@kelleydrye.com
5. Tenant name and state of and

state of Dallas
Dallas County
County Schools,
Schools, aa county
county school
school
type of entity:
type of entity: district
district in
in the
the State of Texas
State of Texas
(
CTO 1l\BcdaJ\48
("TO \BedoJ\483991.14
CTOHBMUJHSSWLIJ 399! 4
. I
11.
ll. ACCESS
ACCESS TO PREMISES
(a)
(a) Upon
Upon reasonable
reasonable notice
notice to Tenant, and
to Tenant, and during
during Tenant’s
Tenant's business
business hours,
hours, Landlord
Landlord
and
and Lender
Lender and and their
their respective
respective employees, contractors, agents
employees, contractors,
convactors, agents and
and representatives
representatives may may enter
enter
onto
onto the
the Premises
Premises to to (i)
(i)
(i) show
show the
the Premises
Premises to
to purchasers
purchasers and
and potential
potential purchasers,
purchasers, and
and to
to
mortgagees and potential mortgagees,
mortgagees and potential mortgagecs, or (ii) for the purpose of inspecting
mongagees, or (ii) for the purpose of inspecting the Premises orthe Premises or
performing
performing any any work
work which
which Landlord
Landlord is permitted to
is permitted to perform
perform under
under this
this Lease;
Lease; provided,
provided, that,
provide; that,
for
for purposes
purposes of of subpart
0f subpart (ii)
subpan (ii) of
of this
this sentence,
sentence, Landlord
Landlord and and Lender
Lender shall
shall not
not be
be required
required to to give
give
notice
notice prior
prior to
pn‘or to entry
entry onto the Premises
onto the Premises during
dun'ng the continuance
during the continuance ofof an
an Event
Event ofof Default
Default or or in
in the
the
event of an emergency situation.
event of an emergency situation. Upon reasonable notice to Tenant, during
reasonable notice to Tenant, during the the last
last twelve
tweIVB
twelve (12)(12)
months
months ofof the
the then-current
then-current Term,
then—current Term, unless
unless Tenant shall have
Tenant shall have exercised
exercised thethe next
next Renewal
Renewal Option,
Option,
Landlord
Landlord also
also may
may enter
enter onto
onto the
the Premises
Premises toto show the the Premises
Premises toto persons
persons wishing
wishing to to rent
rent the
the
same.
same. NoNo such
such entry
entry shall
shall constitute
constitute an eviction of
an eviction of Tenant but
0f Tenant but any
any such
such entry
entry shall
shall bebe done
done by by
Landlord
Landlord in in such
such reasonable
reasonable manner
manner as as to
to minimize
minimize any any disruption
disruption of of Tenant’s
Tenant's business
business
operation.
operation.
(b)
(b) Upon
Upon request
request of
request of Landlord
0f Landlord or Lender, Tenant
0r Lender,
or Tenant will
will arrange
arrange for
for meetings
meetings between
between
such
such Landlord
Lender (or
(or its
its representatives) and aa representative
representatives) and of Tenant
representative 0f
of Tenant designated
designated by
by
Tenant toto discuss
discuss operations
operations at
at the
the Premises
Premises andand Tenant’s
Tenant's financial
financial statements;
statements; provided,
provided, that
that
Tenant
Tenant shall
shall not
not be
be obligated
obligated toto arrange
arrange for
amnge for such meetings more
such meetings more than
than once
once inin each
each calendar
calendar
year
year so
so long
long as
10mg no Event of
as no of Default
Default isis continuing.
continuing.
12.
12. WAIVER OF
WAIVER 0F SUBROGATION
To
To the
the extent
extent not
not prohibited
prohibited by applicable Laws,
by applicable Laws, Tenant,
Tenant, onon behalf
behalf 0fof Tenant
of Tenant andand its
its
insurers,
insurers, waives,
waives, releases
releases and discharges
discharges thethe Landlord fiom all
Landlord from all claims
claims arising
arising out
an'sing of damage
out of damage to to
or destruction of
or destruction of the
the Premises,
Premises, oror Tenant'
Tenant’ss trade
trade fixtures, Tenant's equipment,
fixtures, Tenant’s
Tenant's equipment, other
other personal
personal
property
property or or business,
business, and any any loss
loss of
of use,
use, regardless
regardless of whether
whether anyany such
such claim results fiom
claim results from the
the
negligence
negligence or fault of
or fault of any
any Landlord or 0r otherwise, occasioned by
otherwise, occasioned by any
any fire
fire or
or other
other casualty
casualty oror
occurrence
occurrence whatsoever
whatsoever (whether
(whether similar
similar or dissimilar). Tenant
or dissimilar). Tenant will
will look
wilI look only
only to
to Tenant’s
Tenant's
insurance
insurance coverage (regardless of whether Tenant maintains
coverage (regardless maintains any
any such
such coverage)
coverage) in in the
the event
event ofof
any
any such
such claim.
claim. Tenant
Tenant covenants that
that its
its policy
policy or
or policies
policies of
of property
propeny
property insurance
insurance will
will permit
permit
and
and provide
provide for for waiver of 0f subrogation
Subrogation as provided in
as provided in this
this section.
section. Notwithstanding
Notwithstanding the the
provisions
provisions setset forth in Section
forth in Section 30 with respect to to Landlord
Landlord acquiring
acquiring certain
certain insurance
insurance policies
policies asas
aa service
service to
to Tenant,
Tenant, Tenant
Tenant isis solely
solely responsible for for providing
providing such
such insurance
insurance as as may
may bebe required
required
to
to protect
t0 protect Tenant
Tenant against
against any injury,
injury, loss,
loss, or
or damage to to Tenant’s
Tenant's property
property at at the Premises,
the Premises,
including,
without limitation, any loss of business or profits from any
loss of business or profits from any casualty
casualty oror other
other
occurrence
occurrence at the Premises.
at the Premises.
Premiscs.
13.
13. DAMAGE; DESTRUCTION
DAMAGE;
(a)
(a) In
In the
the event
event of
of any damage
damage to or destruction
to or destruction of
of the
the Premises
Premises by
by fire,
fire, the
the elements
elements
or
or other
other casualty
casualty during
during the
the Term (a (a "Casualty"), Tenant shall
“Casualty”), Tenant shall give
give Landlord
Landlord andand Lender,
Lender, if if
any, prompt written notice thereof. Landlord, with Tenant's consultation, shall adjust, collect
any, prompt written notice thereof. Landlord, with Tenant’s consultation, shall adjust,
adjust, coiled
collect
and
and compromise
compromise any and and all
all claims
claims covered
covered by insurance. All amounts
insurance. All
A11 amounts soso paid
paid or
or payable
payable shall
shall
be retained or
be retained or paid
paid over
over to
to the
t0 the party entitled thereto in
entitled thereto in accordance
accordance With
with the
with the provisions
provisions of of this
0f this
Section
Section 13.
13.
[3. Landlord,
Landlord, with
with Tenant's
Tenant’s consultation, shall take
consultation, shall take all
all appmpriate
appropriate action
appropriate action 1nin
in
(fro: aacdomsa99 . 14
CT01~.BeduNs399
CTO I\BedoJ\483991
I
I I4
4.
, I
13
l3
l3
c connection with
connection
of
0f
such claim.
with such
of $250,000,
$250,000, Lender
claim. If the amount
If the
Lender may participate
of the
of
amount 0f the insurance
in such
participate in
claim
insurance claim
such proceeding(s),
is
is anticipated to be
anticipated to
proceeding(s), and Landlord
be in
in excess
'm excess
shall deliver
Landlord shall all
deliver all
instruments reasonably requested by Lender to permit such participation,
instruments reasonably requested by Lender to permit such participation, and
and Tenant
Tenant shall
shall pay
pay
all costs
all and expenses
costs and expenses in
in connection
connection therewith.
therewith.
(b)
(b) In the
In the event
event of any such
of any Casualty (whether
such Casualty or not
(whether or not insured
insured against)
against) the
the Term shall
shall
continue and
continue there shall
and there shall be
be no abatement
abatement or reduction of
or reduction of Fixed
Rent, Additional Rent or
or of
of any
any
other payable by
other sums payable Tenant hereunder.
by Tenant hereunder.
(c)
(c) All proceeds
All proceeds of of any
any insurance
insurance required
required to to be
be carried
carried hereunder
cam'ed hereunder lessless anyany reasonable
reasonable
expenses
expenses of of Landlord
Landlord or Lender in
or Lender in collecting
collecting suchsuch proceeds
proceeds (the(the "Net Proceeds")
“Net Proceeds”) shall
Proceeds") shall bebe
delivered
delivered to Tenant to
to Tenant apply in
to apply
'm accordance with
in accordance with the the terms
terms of of this
this Lease
Lease if if (i)
(i) the
the estimated
estimated costcost
of restoring or
of restoring
reston’ng or repairing
repairing the the Premises
Premises as as nearly
nearly as as possible
possible to its value,
to its condition, character,
value, condition, character,
utility and useful life immediately before such Condemnation or Casualty
useful life immediately before such Condemnation or Casualty with such changes as
utility and usefiJl with such changes as
Tenant proposes
Tenant proposes and and Landlord
Landlord approves
approves in in writing,
writing, but but inin any
any event assuming the
event assuming the Premises
Premises
have been maintained
have been maintained in in accordance
accordance with with thethe requirements
requirements of of Section9
Section 9 of of Pan
Part II
PartIIII (such
(such
restoration
restoration or or repair
repair of of the
the Premises, whether in
Premises, whether connection with
in connection with aa Condemnation or or a a
Casualty, as the context requires,
Casualty, as the context requires, herein herein called
called a
a "Restoration"),
“Restoration”), shall
shall be
be $250,000
$250,000 or
or less,
less, and
and
(ii) no
(ii) no Material Event of
Material Event of Default
Default (as (as hereinafter
hereinafter defmed)
defined) has occurred and
has occurred and isis continuing
continuing at at the
the
time of
time delivery of
of delivery of the
the Net
Net Proceeds.
Proceeds. In In all other events
all other events the Net Proceeds
the Net Pmceeds shall be delivered
Proceeds shall delivered to to
a trustee
a which shall
trustee which shall be be aa federally
federally insured bank or
insuxed bank
insured or other
other financial
financial institution, selected by
institution, selected
institution, by
Landlord
Landlord and and Tenant
Tenant and reasonably satisfactory
and reasonably satisfactory to to Lender
Lender (the(the "Trustee")
“Trustee”) to to be
be held
held andand
disbursed in
disbursed in accordance
accordance with with thethe provisions
pmvisions of
provisions of Section
Section 13(e)13(c) of
13(e) this Part
of this II; provided,
Part II; provided, however,
however,
that if
that if at
at the
the time
time of the delivery
of the delivery of of the
the Net
Net Proceeds
Proceeds or or payment
payment of an an Insurance
Insurance Reserve
Reserve
Payment
Payment (as (as hereinafter defmed) aa Mortgage is
hereinafter defined) is in
in existence,
existence, the the Lender
Lender or the servicer
or the servicer of of the
the
Loan
Loan may act as Trustee
act as Trustee
Trustee without
without the
the consent
consent of
of either
either Landlord
Landlord or
or Tenant.
Tenant. "Material
“Material Event
Event of
of
Default" shall mean and
Default” shall and include
include (i) any failure
(i) any failure to
failuxe to make any any payment
payment of of Fixed
Fixed Rent due due
hereunder
hereunder and under any
and under any ofof the
the Other Leases when due
Other Leases due hereunder
hereunder and under under any any ofof the
the Other
Other
Leases which
Leases which is is not
not cured within the
cured within the period
period specified
specified in in Section
Section 21(a)
Section 21(a) below,
below, and and (ii)
(ii) the
the
occurrence and
occurrence continuance of
and continuance of any
any event
event or condition described
or condition described in in subpans
subparts (v)
subparts (v) (with respect to
(with respect to
the
the Premises
Premises and and any any of of thethe properties
properties subject
propenies subject to to the Other Leases),
the Other Leases), (vi) (vi) oror (vii)
(vii) of of
Section 21(a) of
Section21(a) of Part
Part IIII hereof
hereof after
after the
afier applicable notice
the applicable notice andand cure periods have
pen'ods
cure periods have expired,
expired,
provided that no
provided that no cure period shall
cure period shall be
be applicable
applicable in in the
the case
case ofof Section 21(a)(vi) or
Section 21(a)(vi) 21(a)(vii).
or 21(a)(vii).
(d) If
(d) If the Net Proceeds
the Net exceed $250,000,
Proceeds exceed $250,000, Tenant shall, whether
Tenant shall, whether or or not
not the Net
the Net
Proceeds
Proceeds of of such
such insurance
insurance areare sufficient
sufficient for
for the
the purpose
purpose oror delivered
delivered toto Tenant,
Tenant, promptly
promptly
complete
complete thethe Restoration,
Restoration, at Tenant's sole
at Tenant’s cost and
sole cost expense, of
and expense, of the improvements damaged
the improvements damaged by by
such Casualty
such Casualty (including
(including anyany alterations
alterations previously
previously made by Tenant hereunder)
by Tenant hereunder) or, if the
or, if the
Building
Building was under
under construction
construction at at such
such time,
time, to the condition
to the and fair
condition and fair market
market value
value thereof
thereof
which
which would
would be be anticipated
anticipated atat the
the time of completion
time of completion as required under
as required under this
this Lease,
Lease, and as as aa
service to Tenant,
service to Tenant, Landlord shall provide
Landlord shall construction supervisory
provide conschtion
construction services to
supervisory services to assist Tenant in
assist Tenant in
completing such
completing such restoration.
restoration. Tenant
Tenant shall
shall be
be responsible
responsible forfor funding
funding all
all insurance
insurance deductibles
deductibles
and any
and any excess
excess ofof the
the Restoration cost over
Restoration cost the amount of
over the of any insurance proceeds.
any insurance proceeds. Tenant
Tenant
shall not have
shall not any right
have any to abate
right to abate the payment of
the payment of Fixed
Fixed Rent
Rent or Additional Rent
or Additional Rent asas aa result
result of
rmult of
any Casualty.
any Casualty.
(Tm
(“T0l \Bcdomsml .14
:Beuomsswl .14 14
14
c defmed
defined
(e)
(e) Net Proceeds
Net
in the
in
Proceeds held
Mortgage) or
the Mortgage) or in
by the
held by the Trustee
in accordance
shall be
Trustee shall
with other
accordance with
be invested
invested in
other standards
in Permitted
Permitted Investments
adopted by
standards adeptod
adopted
Investments (as
(as
Lender, Landlord
by Lender, Landlord
and Tenant from
and Tenant time to
fiom time
from to time,
time, and shall be
and shall be disbursed
disbursed in accordance with
in accordance the following
with the following
conditions:
conditions:
(i)
(i) If the
If the Restoration
Restoration Cost exceeds $250,000,
Cost exceeds before commencing the
$250,000, before the
Restoration
Restoration the
Restoration architects, general
the architects, general contractor(s),
contractor(s), and
and plans and specifications
plans and for the
specifications for Restoration
the Restoration
shall
shall be approved by
be approved by Landlord
Landlord and
and Lender,
Lender, which approval shall
which approval shall not
not be
be unreasonably
unreasonably withheld
withheld or
or
delayed;
delayed; and
and which
which approval
approval shall
shall be
be granted
granted to
to the
the extent
extent that
that the
the plans
plans and specifications
specifications
depict aa Restoration
depict which is
Restoration which is substantially
substantially similar
substantially similar to
to the
the improvements
improvements and and equipment which
equipment which
existed prior to
existed pn'or
prior to the
the occun'ence
occurrence of
occurrence the Casualty
of the Casualty oror Taking,
Taking, whichever
whichever is is applicable, or, if
applicable, or, if the
the
Building was
Building was under
under conslmcfion
construction prior
consu'uction prior thereto,
thereto, which depict aa Restoration
which depict Restoration toto the condition which
the condition
the
the Building
Building was to have been
to have constructed.
been constructed.
(ii)
(ii) At
At the time of
the time any requested
of any requested disbursement, no Material
disbursement, no Event of
Default
shall
shall exist and no
exist and no mechanics’
mechanics' or materialmen's liens
or materialmen’s liens shall
shall have been filed
have been and remain
filed and
undischarged or unbonded.
(iii)
(iii) Disbursements shall
Disbursements shall be
be made fi'omfiom time to
from time
fime to time
time in an amount
in an amount not
not
exceeding the
exceeding the hard
hard and
and soft cost of
sofi cost of the work and
the work costs incuned
and costs incurred since
incurred since the last disbursement
the last disbursement upon
upon
receipt of (A)
receipt of (A) satisfactory
satisfactory evidence,
evidence, including
including architects'
architects' certificates of the
certificates of the stage
stage of completion,
completion,
of the
of estimated costs
the estimated costs of
of completion
completion and
and of performance of
of performance of the
the work
work toto date
date in a good
in a good and
and
workmanlike
workmanlike manner
worlananlike manner in in accordance
accordance with
with the
the contracts,
contracts, plans
plans and specifications, (B)
and specifications, (B) partial
partial
releases of liens,
releases of liens, if
if the
the same
same are
are obtainable
obtainable 0r,or, if
or, such partial
if such partial releases are not
releases are not obtainable,
obtainable,
endorsements
endorsements to to Landlord's
Landlord’s and
and Lender's
Lender’s title
title insurance
insurance policies
policies showing
showing no exceptions
exceptions for
for
mechanics' or materialmen’s
mechanics' or
mechanics‘ materialmen's or or any
any similar liens, and
similar liens, (C) other
and (C) reasonable evidence
other reasonable evidence ofof cost
cost and
payment so
payment so that Landlord and
that Landlord Lender can
and Lender can verify
verify that the amounts disbursed
that the disbursed from time
time to
to time
time are
are
represented by
represented by work
work that
that is
is completed
completed inin place
place or or delivered
delivered to the site
to the site and
and free
free and clear
clear of
of
mechanics' lien
mechanics’
mechanics“ lien claims.
claims.
(iv) Each request

(iv) request for
for disbursement
disbursement shall
shall be
be accompanied
accompanied byby aa certificate
certificate of
of
Tenant describing
Tenant describing the
the work, materials or
work, materials or other
other costs
costs or expenses for
or expenses for which payment
payment is
is requested,
requested,
stating the
stating the cost
cost incurred
incurred in connection therewith
in connection and stating
therewith and stating that
that Tenant
Tenant has
has not
not previously
previously
received payment
received payment for
for such work or
such work expense and
or expense and the
the certificate to be
certificate to be delivered
delivered by Tenant upon
by Tenant upon
completion of
completion of the
the work shall, in addition,
shall, in addition, state
state that
that the
the work has
has been
been substantially
substantially completed
completed
and complies
and with the
complies with the applicable
applicable requirements
requirements of this Lease.
of this Lease.
(v)
(v) Trustee may retain
The Trustee retain ten percent (10%)
percent
ten percent of the
(10%) of Net Proceeds
the Net Proceeds until
until the
the
Restoration is at
Restoration is at least
least fifty
fifiy percent
fifly percent (50%) complete, which
(50%) complete, which amount
amount may continue to
may continue to be held as
be held as
retainage
retainage until the Restoration
until the Restoration is substantially complete‘
is substantially complete.
complete.
(vi) At all
At
(vi) all times
times the
the undisbursed balance of
undisbursed balance of the Net Proceeds
the Net held by
Proceeds held by Trustee,
Trustee,
plus
plus any
any funds paid by
funds paid by Tenant for any
Tenant for deductibles under
any deductibles under the
the insurance policies or
insurance policies or for
for the cost of
the cost of
completing
completing thethe Restoration, shall be
Restoration, shall be not less than
not less than the
the cost
cost of completing the
of completing the Restoration,
Restoration, free and
fiee and
free
clear
clear of
of all liens.
all liens.
(Tomcaommm
cronawomsswlu
.I4 15
l)
lJ
(vii)
(vii) In
In addition,
addition, before commencement of
before commencement of Restoration
Restoration and and at
at any
any time
time during
during
Restoration,
Restoration, if
if the
the estimated
estimated cost of
cost of
cast Restoration, as
0f Restoration, as reasonably
reasonably determined
determined by by an
an independent
independent
architect
architect mutually
mutually agreed
agreed upon
upon by
by the parties in
the parties in their
their reasonable
reasonable discretion,
discretion, exceeds
discretion, exceeds the
the amount
amount
of
of the
the Net Proceeds
Proceeds available for such
available for Restoration, Tenant
such Restoration, Tenant shall
shall fund
fund at
at its
its own expense
its expense the
the costs
costs
of
of such
such Restoration
Restoration until
until the remaining Net
the remaining Proceeds arc
Net Proceeds are sufficient
are sufficient for
for thethe completion
completion of of the
the
Restoration.
Restoration.
(viii)
(viii)
(viii) Provided
Provided no Material Event
no Material Event of of Default
Default exists
exists and
and is
is continuing,
continuing, anyany Net
Net
Proceeds
Proceeds remaining
remaining afterafter fmal
aficr payment
final payment
fmal has
has been
been made for
for such
such Restoration
Restoration shall
shall be
be promptly
promptly
delivered
delivered toto Tenant,
Tenant, in in the event of
the event of aa Casualty,
Casualty, andand delivered
delivered toto Landlord,
Landlord, in in the
the event
event of
eVent of aa
Taking. Notwithstanding any
Taking. Notwithstanding contrary provision
any contrary provision hereof,
hereof, if
hereof, if aa Maten'al
Material Event
Material Event 0f of Default
of Default has
has
occurred
occuned and is
occurred and is continuing,
continuing, Landlord shall be
Landlord shall be entitled
entitled to
to retain
retain any
any Net
Net Proceeds
Proceeds andand to
to apply
apply the
the
same toto either
either repair
repair
repair the
the damages
damages or
or to
to pay
pay other
other amounts
amounts due
due Landlord
Landlord hereunder
hereunder or
or Lender
Lender
under the
under the Mortgage,
Mortgage, at at Lender's
Lender’s or,or, if
ifthere
there is then no
is then no Lender,
Lender, Landlord’s
Landlord's sole
sole option.
option. N0No such
No such
retention
retention by
by Landlord shall impose
Landlord shall impose on Landlord any
0n Landlord any obligation
obligation toto repair
repair the
the Premises
Premises or or relieve
relieve
Tenant of
Tenant of its
its obligations
obligations to to repair the Premises.
repair the Premises.
14.
l4. CONDEMNATION; REJECTABLE OFFERS
(a)
(a) Promptly
Promptly upon obtaining
obtaining knowledge
knowledge of
lmowledge of any
any proceeding
proceeding for for condemnation
condemnation 01' or
or
eminent
eminent domain with respect
with respect
respect toto the
the Premises
Premises (a (a "Taking" or
“Taking” or "Condemnation"), Tenant
0r “Condemnation”), Tenant and
and
Landlord shall each notify
shall each notify the other and
the other and Lender,
Lender, andand ifif the
the anticipated
anticipated condemnation
condemnation awardaward
exceeds $250,000,
exceeds $250,000, eacheach shall
shall bebe entitled
entitled
entitied to participate in
to participate in such
such proceeding
proceeding at at Tenant’s
Tenant's sole
sole
expense. Subject
expense. Subject to the provisions
to the provisions of of this
this Section
Section 14, Tenant hereby
l4, Tenant hereby assigns
assigns to to Landlord’s
Landlord's
Lender or to
Lender or to Landlord,
Landlord, in that order,
in that order, any
any award
award oror payment
payment in in respect
'Lu
respect ofof any
any Condemnation
Condemnation of of
the
the Premises,
Premises, except
except that (except as
that (except hereinafter provided)
as hcreinafier
hereinafter provided) nothing
nothing in in this
this Lease
Lease shall
shall be
be deemed
deemed
to
to assign
assign to
to Landlord
Landlord or or Lender any award relating
any award relating to
to any
any award
award or or payment
payment on on account
account of
account of an
an
interruption of Tenant's
interruption
interruption Tenant‘s business
business at at the
the Premises
Premises or or the
the Tenant’s
Tenant's trade
trade fixtures,
fixtures, moving
moving
expenses
expenses and
and out-of-pocket expenses incidental
out-of-pocket expenses
out‘of-pocket incidental toto the
the move,
move, if if available,
available, toto the
the extent
extent Tenant
Tenant
shall
shall have
have a right to
a right to make a
t0 separate claim
a separate claim therefor
therefor against
against the the condemnor,
condemnor, itit being
being agreed,
agreed,
agreed.
however,
however, that
that Tenant shall
shall in no event
in no event be
be entitled
entitled to
to any
any payment
payment that that reduces
reduces thethe award
award toto
which Landlord is is or
or would be be entitled for the
entitled for condemnation of
the condemnation of Landlord’s
Landlord's interest
interest in
in the
the
Premises.
Premises.
(b)
(b) If (i)
If (i) the Premises are
the Premises are improved,
improved, moremore than
than 50% of of the
the Buildings
Buildings on on the
the Premises
Premises
shall
shall subject
subject ofof aa Taking or or (ii)
(ii) the
the Premises
Premises areare unimproved,
unimproved, more
more than
than 50%50% of of the
the land
land
comprising thethe Premises shall
shall be
be subject
subject of a Taking
of a Taking (in
(in either
either case,
case, aa “Major
"Major Condemnation”),
Condemnation"),
Condemnation"),
then
then not later
later than
than ninety (90) days
ninety (90) days after the Taking
after the Taking has
has occurred,
occurred, Tenant,
Tenant, at at its
its option,
option, may
may
serve written notice upon Landlord and Lender ("Tenant's Termination Notice") of Tenant's
serve written
written notice upon Landlord and Lender (“Tenant’s Termination Notice")
Notice“) of Tenant’s
intention to
intention to terminate
terminate this
this Lease
Lease on anyany Fixed
Fixed Rent
Rent payment
payment Due DateDate specified
specified inin such
such notice,
notice,
which Due Date (the (the "Involuntary Conversion Termination
“Involuntary Conversion Termination Date")
Date") shall
Date”) shall be
be nono sooner
sooner than
than
sixty (60)
sixty (60) days
days and no laterlater than
than one
one hundred
hundred twenty
twenty (120)
(120) days
days afier
after Tenant’s
Tenant's Termination
Termination
Notice
Notice but, in any
but, in any event,
event, not later than
not later the last
than the last day of the
day of the Term
Term of of this
this Lease.
Lease. If If the
the
Involuntary Conversion Termination
Involuntary Conversion Termination DateDate occurs
occurs during
during the Primary Tenn,
the Primary Term, such
Term, such notice
notice must
must
be accompanied by by aa Rejectable Offer, as
Rejectable Offer, as described
described inin Section
Section 14(0)
14(c) of
14(c) of this
this Part
Part H,
II, in
II, in which
which
event
event the provisions of such Section
the provisions Section 14( c) shall
14(c) shall be controlling.
shall be controlling.
cronBedomssgwm
CTO
6T0:I \BedoJ\483991.14
\Bedomssom I4.
16
16
c Tenant's
(c)
(c)
Condemnation
Condemnation during
Tenant’s Termination
To thethe maximum extent
during the
dun'ng
Termination Notice,
the Primary
Notice, Tenant
extent permitted
Primary Term,
Tenant shall
permitted by
Term, then
Tenn,
by applicable
applicable law,
then contemporaneously
deliver to
shall deliver
deliver to Landlord
Landlord and
law, in
contemporaneously with
in the
and Lender
the event
with the
Lender (i)
event of of aa Major
the delivery
(i) an
delivery of
an irrevocable
Major
irrevocable
of
rejectable
rejectable written
written offer
written (the “Rejectable
offer (the "Rejectable Offer")
“Rejectablc Offer") t0 to purchase
to purchase Landlord's
Landlord's interest
Landlord‘s interest in in the
the Premises
Premises
on
on the
the Involuntary
Involuntary Conversion Termination Date
Conversion Termination Date for for aa price
price equal
equal to to the
the “Stipulated
"Stipulated Loss Loss
Value" (herein so
Vame" (herein
Value” so called)
called) as as specified
specified 0n on Schedule
on attached hereto,
Schedule 1l1 attached hereto, and
hereto. and (ii)
(ii) aa certificate
certificate fiom
certificate from
an
an officer
officer of 0f Tenant
of Tenant which (A) (A) describes
describes the the event(s)
event(s) giving
giving rise
rise to
n'se to the
the Major
Major Condemnation,
Condemnation,
and
and (B)
(B) states
states that the superintendent
that the superintendent or or chief
chief executive
executive officer,
officer, as as applicable,
applicable, for for Tenant
Tenant has has
determined
determined that that such event has
such event has rendered
rendered the the Premises
Premises unsuitable
unsuitable for for Restoration
Restoration 0r or for
or for the
the
continued
continued use use and
and occupancy
occupancy in in Tenant's operations. Within
Tenant’s operations. Within thirty
thirty (30)(30) days
days afterafter thethe date
date
Landlord
Landlord receives
receives the items required
the items required to to be
be delivered
delivered in in (i)
(i) and
and (ii)
(ii) above,
above, Landlord
Landlord shall shall deliver
deliver
written notice
written notice of of its
its election
election to to either
either accept
accept or or reject
reject Tenant’s
reject Tenant's Rejectable
Rejectable Offer Offer (with(with aa failure
failure
to
to respond
[0 respond constituting
constituting a a deemed acceptance
acceptance of of such
such Rejectable
Rejectable Offer.Offer, itit being
Offer, being agreed
agreed that, that, in in
such
such case,
case, no n0 acceptance
acceptance by by Lender
Lender or any other
or any other party
party shall
shall be
shall be required).
required). In In the
the event
event of of anan
acceptance
acceptance or or deemed acceptance
0r acceptance of of aa Rejectable
Rejectable Offer Offer made
Ofler made under
under this this Section
Section 14(0),14(c), on
14(c), on the
0n the
applicable
applicable Involuntary Conversion Termination
Involuntary Conversion Termination Date Date thethe Premises
Premises shall shall be be conveyed
conveyed to to Tenant
Tenant
or
or its
0r its designee
designee and the
desiglee net award,
the net award, if if any, payable in
any, payable in connection
connection with with the the Major
Major Condemnation
Condemnation
(or
(or the
the right
right to receive the
to receive the same when made if if payment
payment therefor
therefor has has notnot yet
yet been
been made)
made) shall shall
be assigned
assigned and/or turned over
and/or turned over to the Tenant
to the Tenant on on the closing of
the closing of the
the title
title inin exchange
exchange for for payment
payment
by
by Tenant to to Landlord
Landlord of of all
0f all Fixed
Fixed Rent,Rent, Additional
Additional Rent Rent andand allall other
other sumssums due due hereunder
hereunder
through
through the the date
date of of such closing plus
such closing plus the the Stipulated
Stipulated Loss Loss Value for for thethe Premises.
Premises. If If the
the
Landlord
Landlord and the the Landlord's
Landlord’s Lender reject reject aa Rejectable
Rejectable
Rej ectable Offer Offer made under under this this Section
Section 14(0) 14(c) by
14(c) by
aa written
written notice
notice given
given to to the
the Tenant withinwithin the the time period set
time period set forth
forth above,
above, then then this
this Lease
Lease shall
shall
terminate
terminate on the the Involuntary Conversion Termination
Involuntary Conversion Termination Date Date (except
(except with with respect
respect to to covenants,
covenants,
obligations
obligations and
obligations and liabilities
liabilities of
liabilities of Tenant
Tenant hereunder,
hereunder, actual actual 0r or contingent,
or contingent, which
contingent, which have have arisen
arisen on on oror
prior
prior toto such
such termination,
termination, and except except for the provisions
for the provisions of of Sections
Sections 26 and and 34 of of this
this Part
Part II,II, all
all
of which shall shall survive
survive such termination
this Lease)
Lease) and any any netnet award payablepayable in in connection
connection
with
with a Major Condemnation (or
a the right
(or the right to to receive
receive the the same when made if payment if payment therefortherefor
has
has not
not yet
yet been made)made) shallshall be be assigned
assigned or or paid
paid andand belong
belong to to the
the Landlord,
Landlord, and, and, in
and. in addition,
addition,
the
the Tenant shall shall pay
pay to to the
the Landlord,
Landlord, all all Fixed
Fixed Rent accrued accrued as as of
of such
such Involuntary
Involuntary Conversion
Conversion
Termination Date, Date, and all all Additional
Additional Rent Rent and and all all other
other amounts
amounts then then due due and and payable
payable {or (or
(or
accrued but not yet
accrued but not yet due and and payable)
payable) by by the
the Tenant
Tenant under this
under this Lease.
Lease. ExceptExcept for for aa termination
termination
as provided for
as provided for in
in the
the immediately
immediately precedingpreceding sentence,
sentence, Tenant
Tenant shallshall notnot be be permitted
permitted to to abate
abate
Fixed Rent or or Additional
Additional Rent as as aa result
result of
result of aa Taking
Taking or or Condemnation.
Condemnation. No No rejection
rejection of of aa
Rejectable
Rejectable Offer Offer shall
Ofier shallshall be effective
efiecdve unless
bc effective unless any any Lender
Lender shallshall have
have consented
consented thereto thereto in in writing.
writing.
In
In addition,
addition, Lender may accept accept Tenant's RejectableRejectable Offer Offer under
under thisthis Section
Section 14(c) 14(c) by by written
written
notice to
notice to Tenant delivered
delivered in accordance herewith and within
in accordance within thethe time
time periods
periods provided
provided herein herein
(notwithstanding
(notwithstanding any any notice
notice by by Landlord
Landlord to to the contrary) and,
the contrary) and, in in such
such event,
event, Tenant’s
Tenant's
Rejectable
Rejectablc Offer Offer shall
shall be deemed accepted accepted for for all
all purposes
purposes hereof.
hereof. Tenant’s
Tenant's right
Tenant‘s right to to terminate
terminate
this
this Lease under this Section 14(c)
under this Section 14(c) is conditioned on payment of the full amount of
is conditioned on payment of the full amount of the
0f the
Stipulated
Stipulatcd Loss Value to
Stipulated to Landlord
Landlord if if Landlord
Landlord acceptsaccepts the the Rejectable
Rejectable Offer. Offer.
(d)
(d) If
If Tenant shall purchase the
shall purchase the Premises
Premises pursuant
pursuant to
to aa Rejectable
Rejectable Offer
Offer under
under
Section
Section 14(c)
14(c) which is
14(0) is accepted
accepted oror deemed
deemed accepted,
accepted, Landlord
Landlord shall
shall convey
convey 0r
or cause
or cause t0
to be
to be
conveyed title
title thereto,
thereto, the
the state
state of which shall
shall be free
shall be free and
and clear
clear of any
any encumbrance
encumbrance
voluntarily
voluntarily created
created by
by Landlord,
Landlord, except for Permitted
except for Permitted Encumbrances
Encumbrances and and liens
liens and
and
encumbrances created by, by, through,
through, under oror with
with the
the consent
consent of
of Tenant,
Tenant, and Tenant
Tenant or
or its
its
cmlwedommu-t
crowedomsmlu
CTO I \BedoJ\483991.14 17
l7
17
business
business day
day Section 38(1)
Section 38(1) of Part IIII
ofPart
ofPart
Casualty
Casualty Section 13(a)
Section 13(a) of PartIIII
ofPart
ofParI
Commercial
Commercial Closure
Closure Section 34(c)
Section 34(c) of
ofPart
Pan II
Part II
Condemnation
Condemnation
Condemnation Section 14(a)
ofPart
Covered
Covered Parties
Parties Section 26
Section 26 of Part IIII
ofPart
Premises
Premises Section 88 of
Section ofPart1
Part I
Dedications
Dedications Section 28
Section PartIIII
ofPart
28 of
Designated
Designated Person
Person Section 42(n)
Section 42(n) of
42(11) PartIIII
ofPart
Discount
Discount Rate
Rate Section 21(g)
Section 21(g) of PartIIII
ofPart
ofPart
Disqualifying
Disqualifying Default
Default Section 13(c)
Section 13(c) of
ofPart II
Part11
II
Due
Due Date
Date Section 5(a)
Section 5(a) of
ofPart
Part HII
II
Easements
Easements Section 28
Section 28 of PartIIII
ofPart
Environmental
Environmental Laws
Laws Section 38(a)
ofPart
Environmental
Environmental Claim
Claim Section 38(d)
Section 38(d) 0f
of PartIIII
ofPart
Event of
Event ofDefault
Default Section 21
Section 21 of
ofPart II
Part II
[I
Fair
Fair Market Value of
Market Value of the
the Premises Section 13(d)
Section 13(d) of
ofPart
ofPart II
Part II
Financial
Financial Statements
Statements Section 36(a)
Section 36(a) 0f PartIIII
ofPart
of
guaranties
guaranties Section 22
Section 22 of Part IIII
ofPart
Hazardous
Hazardous Materials
Materials Section 38(3)
Section 38(a) of
38(a) PartIIII
ofPart
ofPart
Immediate
Immediate Repairs
[mulcdiate Repairs Section 41
Section PartHII
41 ofPart
ofPart
of
Interest
Interest Rate
interest Rate 16 of
Section 16
Section PartII
ofPart
Involuntary ConVersion Termination

Conversion
Involuntary Conversion Date
Termination Date 14(b) of
Section 14(b)
Section ofPart II
Part II
Laws
Laws Section 10
Section 10 of PartH
ofPan II
II

Lease Commencement Date Section of
10 ofPaI‘t
Section 10 ofPart
Part III
Lease Default
Lease Rate
Default Rate Section 16 of
Section 16 ofPart1
Part
PartII
CTOImedonmmu
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55
(g)
(g) In
In the
the case of any
case of any Taking,
Taking, all
all Fixed
Rent, Additional Rent and
and other
other obligations
obligations of
of
Tenant
Tenant shall continue unabated
shall continue until the
unabated until the termination
termination ofof this
this Lease
Lease or
or Tenant’s
Tenant's purchase
purchase of
ofthe
the
Premises
Premises pursuant
pursuant to
to Section
Section 14( d) of
14(d) of this
this Part II (except
Part II (except for
for the
the provisions
provisions of
of Sections
Sections 26
26 and
and
24 of
of this
this Lease,
Lease, which
which shall
shall survive
survive the
the termination
termination of
of this
this Lease).
Lease).
15.
15. ASSIGNNIENT AND SUBLETTING
ASSIGNMENT
(a)
(a) Provided
Provided no no Material Event of
Default shall
shall have
have occurred
occurred andand be be continuing,
continuing,
Tenant
Tenant shall
shall have
have the
the right
right to assign this
to assign this Lease,
Lease, or or to
to sublet
sublet thethe whole
whole 01'
or any
or any part
part of
of the
the
Premises,
Premises, subject
subject toto the limitations of
the limitations 0f Section 44 of
of Section of this
this Part
Part II,
II, provided
provided Tenant
Tenant shall
shall remain
remain
liable
liable for all of
for all of its
its obligations hereunder, which
obligations hereunder, which liability
liability of
of Tenant
Tenant shall
shall be
be and
and remain
remain that
that of
of aa
primary
primary obligor and not
obligor and not aa guarantor
guarantor or or surety.
surety. Tenant
Tenant agrees
agrees that
that inin the
the case
case ofof an
0f an assignment
assignment
of
of this
0f this Lease,
Lease, Tenant
Tenant shall,
shall, within
within fifteen
fifieen (1
fifteen (15)
(l days after
5) days after the
afier the execution
execution and
exacution and delivery
delivery of of any
any Such
such
such
assignment,
assignment, deliver to Landlord
deliver to Landlord (i) a duplicate
(i) a duplicate original
original of of such
such assignment
assignment in in recordable
recordable form
form
and
and (ii)
(ii) an
an agreement executed and
agreement executed acknowledged by
and acknowledged by the
the assignee
thc assignee in in recordable
recordable formform wherein
wherein
the
the assignee
thc assignee shall agree to
shall agree assume and
to assume and agree
agree to
agee observe and
to observe and perform
perform allall 0f
of the
of the terms
terms andand
provisions
provisions of of this
this Lease
Lease on the part of
the part of the Tenant to
the Tenant to be
be observed
observed and and performed
performed from from and
fmm and after
after
the date of
the date of such assignment. In
such assignment. In the
the case
case ofof aa sublease,
sublease, Tenant shall,
subleasc, Tenant shall, within
shall, within fificcn
fifteen (15)
fifieen (15) days
days
after
after the
the execution delivery of
execution and delivery such sublease,
of such
0f deliver to
sublease, deliver to Landlord
Landlord aa duplicate
duplicate original
original of
of
such
such sublease.
sublease. Any sublease
sublease must
must expressly
expressly be be made subject
subject and
and subordinate
subordinate t0
subordinate to this
to this Lease.
Lease.
(b)
(b) During
Dun'ng the continuance of
the continuance of an
an EVent
Event of
Event of Default
Default under
under this
this Lease,
Lease, Landlord
Landlord shall
shall
have the
the right
right to
to collect
collect and enjoy all rents
enjoy all rents and
and other
other sums
sums ofof money
money payable
payable under
under any
any
sublease of
sublease any of
of any of the Premises, and
the Premises, and Tenant
Tenant hereby
hereby irrevocably
irrevocably and
imVOcably and unconditionally
unconditionally assigns
assigns
such rents
rents and money to to Landlord, assignment may be
Landlord, which assignment be exercised
exercised upon and
and after
after (but
(but not
not
before)
before) the
the occurrence
occurrence ofof an
an Event
Event of
of Default.
Default.
16.
l6.
16. ALTERATIONS
(a)
(a) Provided no Material
Material Event of of Default
Default shall
shall have
have occurred
occurred andand bebe continuing,
continuing,
Tenant may make any any structural
structural 0ror non—structural.
or non-structural, interior
non-structural, interior and/or
and/or exten'or
andlor exterior alterations,
alterations, changes,
changes,
additions,
additions, improvements, reconstructions
reconstructions or or replacements
replacements of of anyany of of the
the Premises
Premises
("alterations"),
(“alterations”), other
other than those which
than those which would result
result in
in aa diminution
diminution in in the
the value
value ofthe
of the
of the Premises
Premises
or
or impair the structural
the structural integrity of
structural integrity of the
the Building.
Building. Tenant
Tenant shall
shall obtain
obtain thethe prior
prior written
written consent
consent
of Landlord and Lender to to any alteration which
any alteration which would result
result in
result in aa diminution
diminution in in the
the value
value of
of the
the
Premises or impair the
or impair the structural integrity of the
su'uctural integn'ty
structural integrity the Building,
Building, which consentconsent may be be withheld
withheld in
in
any
any such person's sole discretion.
person’s sole
pcrsou‘s discretion.
(b)
(b) Tenant shall do all
shall do all such work in in aa good
good and
and workmanlike
workmanlike manner,
manner, atat its
its own cost,
cost,
and in
in accordance with
with Laws and Legal
Legal Requirements. Tenant shall
Requirements‘ Tenant shall discharge,
discharge, within
within thirty
thirty
(30) days (by
(30) days (by payment or or by
by filing the necessary
filing the necessary bond,
bond, or
or otherwise),
otherwise), any
otherwisc), any mechanics’,
mechanics',
materialmen's
materialmen’s or or other
other lien
lien against the Premises
against the and/or Landlord‘s
Premises and/or Landlord's interest
Landlord’s interest therein,
therein, which
which lien
lien
may arise out of any
arise out any payment due for
for any
any labor,
labor, services,
services, materials,
materials,
materials, supplies,
supplies, or
or equipment
equipment
finished to
furnished
finnjshed to or
or for
for Tenant in,
in, upon,
upon, or
i111 or about
about the
the Premises.
Premises.
(c)
(c) At Tenant's
Tenant’s sole
sole cost
cost and without
without liability to Landlord,
liability to Landlord, Landlord
Landlord agrees
agrees to
to
Io
cooperate with Tenant in
in obtaining
obtaining any necessary permits,
any necessary permits, variances
variances and consents
consents for
for any
any
C'rovBedommm
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1\BedoJ\483991.14
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19
10
IQ
alterations
alterations which
which Tenant
Tenant isis permitted to make
permitted to
1's make hereunder;
hereunder; provided
provided none
none of
of the
the foregoing
foregoing shall,
shall,
in
in any
any manner,
manner, result
result in
in aa material
material reduction of access
reduction of access t0
to the
to the Premises,
Premises, aa diminution
Premism, diminution in
in the
the
value of
value of the
the Premises,
Premises, or a change
or a change in
in zoning.
zoning.
(d)
(d) Tenant
Tenant agrees
agrees that
that in
in connection with any
connection with any alteration
alteration onon the
the Premises:
Premises: (i)(i) the
the fair
fair
market value of
market value of the
the Premises
Premises shall
shall not be lessened
not be lessened as as aa result
result of
of any
any such
such alteration,
alteration, or or its
its
structural
structural integrity impaired;
integrity impaired; (ii) (ii) all
all such
such alterations
alterations shall
shall be
be performed
performed in ain a good
good and
and
workmanlike
workmanlike manner,
manner, and
and shall
shall be expeditiously completed
be expeditiously completed in in compliance
compliance withwith all
all Laws
Laws andand
Legal
Legal Requirements;
Requirements; (iii)(iii) Tenant
Tenant shall promptly pay
shall promptly pay all
all costs
costs and
and expenses
expenses of of any
any such
such
alteration;
alteration; (iv)
(iv) Tenant
Tenant shall
shall procure
procure andand pay
pay for
for all
all permits
permits andand licenses
licenses required
required inin connection
connection
with
with any
any such
such alteration; (v)
alteration; (v) upon
upon undertaking
undertaking any upgrades
any upgrades or or
0r modifications
modifications to
to the
the Premises,
Premises,
to
to notify
notify Landlord
Landlord andand Lender
Lender ofof the nature thereof,
the nature and (vi)
thereof, and (vi) all
all alterations
alterations shall
shall be
be made
made under
under
the
the supervision
supervision of of an
an architect
architect or engineer and
or engineer and inin accordance
accordance with with plans
plans and
and specifications
specifications
which shall
shall be
be submitted
submined to
submitted to Landlord
Lender to to permit
permit Landlord
Landlord and
and Lender
Lender to to confirm
confirm
confiml
that
that the
the requirements hereof are
requirements hereof arc satisfied)
are satisfied) prior to the
prior to the commencement
the alterations.
alterations.
(e)
(e) All
A11 contracts
contracts and payments to
and payments to contractors,
contractors, subcontractors,
subcontractors, suppliers
suppliers and
and other
other
persons
persons in
connection with alteration, Restoration,
any alteration, repair or
Restoration, repair or other
other work
work performed
performed at
at the
the
Premises
Premises shall
shall be
be entered
entered into, and performed
into, made and in compliance
performed in compliance with
with all
all Laws
Laws and
and Legal
Legal
Requirements.
Requirements.
17.
17. SURRENDER
At the
the expiration
expiration or or other termination of
other termination of this
this Lease,
Lease, Tenant
Tenant shall
shall surrender
surrender thethe Premises
Premises
to
to Landlord
Landlord in in as
as good order
order and
and condition
condition asas they
they were
were atat the
the commencement
the Term
Term or or
may be be put
put in
in thereafter
thereafter inin accordance
accordance with
with this Lease, reasonable
this Lease, reasonable wearwear and
and tear
tear and
and (other
(other than
than
for
for any
any Restoration
Restoration required
required byby the
the terms
terms ofof this
this Lease)
Lease) damage
damage to to the
the Premises
Premises any any Major
Major
Condemnation of of the
the Premises
Premises excepted.
excepted. All alterations,
All alterations, except
except Tenant’s
Tenant's furniture,
furniture, trade
fumiturc, trade
fixtures, satellite communications dish and equipment, computer and other similar moveable
fixtures, satellite communications dish and equipment, computer and other similar moveable
shelving ("trade
equipment and shelving (“trade fixtures"), shall become the
fixtures”), shall
fixtures”). the property
property ofof Landlord
Landlord and and shall
shall
remain upon and be surrendered
surrendered with
with the Premises as
the Premises as aa part
part thereof
thereof at
at the
the termination
termination or or other
other
expiration of the
expiration the Term. At the the expiration
expiration oror termination
termination of of the
the Term.
Term, Tenant
Term, Tenant may
may remove
remove its its
trade
trade fixtures,
fixtures, as
fixturw, as well
well as
as its
its signs and identification
signs and identification marks,
marks, from the the Premises.
Premises. Tenant
Tenant agrees
agrees to to
repair
repair any
any and allall damage caused by by such removal.
removal. TradeTrade fixtures
fixtures and
and personal
personal property
property notnot soso
removed at at the
the end of the the Term or or within thirty
thiny (30) days
after the
afier the earlier
earlier termination
the
Term
Term for for any reason whatsoever shall shall become the the property
property of of Landlord,
Landlord, andand Landlord
Landlord may may
thereafter
thereafter cause such property
thereafier property toto bebe removed from the the Premises.
Premises. The The reasomble
reasonable cost
reasonable cost ofof
removing and disposing of of such property and repairing
property and
propeny repairing any
any damage
damage to to any
any of of the
the Premises
Premises
caused by by such removal shall shall be borne by by Tenant. Landlord
Landlord shallshall not
not in
in any
any manner
manner or to any
or to any
extent be obligated to to reimburse Tenant
Tenant for any property
for any property whichwhich becamcs
becomes the
becomes the property
property of of
Landlord as as a
a result
result of such expiration
expiran'on or
expiration or earlier
earlier termination. The provisions
earlier termination. provisions of of this
this Section
Section 17 17
shall
shall survive
survive the
the termination
termination or or expiration
expiration ofof this
this Lease.
Lease.
At any time during the

the Term, Tenant
Tenant may remove
remove the
the trade fixtures fiom
trade fixtures from the
the Premises.
Premises.
Tenant agrees to
to repair
repair any and all
all damage caused by
by such
such removal.
removal.
mommmwasw
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I4 20
20
c 18.
18. SUBORDINATION OF LEASE
SUBORDINATION
(a)
(a) This Lease
This Lease shall be subject
shall be subject and
and subordinate
subordinate to to any
any Mortgage
Mortgage and to all
and to all advances
advances
made upon the the security
security thereof,
thereof, provided
provided that
that Lender shall execute
Lender shall execute and deliver to
and deliver Tenant an
to Tenant an
agreement substantially in
agreement substantially in the
the form attached as
fonn attached Exhibit C hereto
Exhibit
as Exhibit hereto ("SNDA"), providing that
(“SNDA"), providing
(“SNDA”), that the
the
Lender or any
Lender or other purchaser
any other purchaser atat aa foreclosure
foreclosure sale or
foreclosure sale or sale
sale in lieu of
in lieu of foreclosure shall be
foreclosure shall be bound
to recognize this
to recognize this Lease
Lease and
and agrees
agrees to not disturb
to not disturb Tenant's possession 0f
Tenant’s possession of the
of Premises in
the Premises in the
the
event of foreclosure
event of foreclosure ifif Tenant
Tenant is is not
not then in default
then in default hereunder
hereunder beyond
beyond anyany applicable
applicable cure
cure
period. Tenant agrees,
period. Tenant agrees, upon
upon receipt
receipt of such SNDA1
of such SNDA, to to execute such SNDA and such
execute such further
such timber
further
reasonable instrument(s) as
reasonable instmment(s)
instrument(s) as may be necessary to
be necessary to soso subordinate
subordinate this
this Lease.
Lease. The term
term
"Mortgage" shall include
“Mortgage” shall include any mortgages, deeds
any mortgages, deeds of trust or any
trust or any other
other similar
similar hypothecations
hypothecations on
the Premises
the securing Lender's
Premises securing Lender‘s Loan to
Lender’s to Landlord, regardless of
Landlord, regardless ofwhether
whether oror not
not such
such Mortgage
is recorded.
is recorded.
(b)
(b) Tenant agrees to
Tenant agrees to attorn, from time
attorn, fiom to time,
time to time, to
to Lender,
Lender, and
and to any purchaser
to any purchaser of of the
0f the
Premises, for
Premises, for the remainder of
the remainder the Term,
of the Term, provided
provided that
that Lender
Lender or
or such purchaser shall
such purchaser shall then be
then be
entitled to
entitled to possession
possession of the Premises,
of the Premises, subject
subject to
to the provisions of
the provisions of this Lease. Each such
this Lease. party
such party
shall however,
shall however, upon demand of of the
the other,
other, execute
other, instruments in
execute insu-umeuts
instruments confirmation of
in confirmation the foregoing
of the foregoing
provisions reasonably
provisions reasonably satisfactory
satisfactory to
to the
the requesting
requesting party
party acknowledging such
such subordination,
subordination,
non-disturbance and
non-disturbancc and attomment
attornment and
and setting
setting forth
forth the
the terms and conditions
terms and conditions hereof
hereof and in in the
the
SNDA.
(c)
(c) Tenant hereby consents
Tenant hereby consents to
to any
any assignment
assignment of
of this Lease by
this Lease by Landlord to
to or for the
or for the
benefit of
benefit any Lender.
of any Lender. Without limitation
Without limitation of
of the preceding sentence,
the preceding sentence, Tenant
Tenant hereby
hereby
specifically consents
specifically consents to
to any
any Assignment of Lease and Rents
of Lease Rents cxccuted
executed by
executed Landlord to
by Landlord to and for
for
the
the benefit
benefit of the Lender as
the Lender as of
of the Lease Commencement
the Lease Commencement Date.
Date.
19.
19. TENANT'S OBLIGATION To
TENANT’S T0
TO DISCHARGE LIENS
Lmyg
w
Prior to
Prior to the
the imposition of any
imposition of any fine,
fine, lien,
lien, interest
intermt or
interest penalty Tenant
or penalty Tenant shall timely pay
shall timely pay and
discharge
discharge all amounts and obligations
all obligations which Tenant
Tenant assumes or agrees
assumes or agrees to pay or
to pay or discharge
discharge
pursuant to
pursuant to this
this Lease,
Lease, together with every
together with every fme, penalty and interest
fine, penalty interest with respect thereto.
with respect thereto.
20.
20.
20- UTILITIES
Tenant agrees
Tenant agrees to timely pay
to timely pay for
for all
all utilities
utilities consumed by it in
by it in the Premises, prior to
Premises. prior
the Premises, to
delinquency.
delinquency.
21.
21. TENANT DEFAULT
TENANTDEFAULT
(a)
(a)Any of
of the
the following
following occurrences
occuxrences or
occurrences or acts shall constitute
acts shall constitute anan Event ofof Default
Default
(herein so
(herein so called) under this
called} under
called) this Lease: if (i)
Lease: if Tenant shall
(i) Tenant shall default
default in
in the
the payment
payment due of any
when due any
installment of
installment of Fixed
Fixed Rent payable hereunder,
Rent payable and such
hereunder, and such default shall continue
default shall continue for
for five
five (S)(5)
(5)
business days after written notice
business days afier written notice to
after to Tenant thereof; or (ii)
thereof; or (ij)
(ii) Tenant shall
shall default
default in
in the
the payment
payment
due of
when due of any
0f Additional Rent
any Additional payable hereunder
Rent payable hereunder and
and such default shall
such default shall continue
continue for
for five
five (5)(5)
business days
business days after
after notice
notice of such default
of such is sent
default is sent to
to Tenant
Tenant by by Landlord
Landlord oror Lender;
Lender; oror (iii)
(iii) the
the
failure by
failure by Tenant to
to pay
pay for
for insurance
insurance maintained
maintained by
by Landlord
Landlord on behalf
behalf of
of Tenant under
under this
this
Lease
Lease asas and
and when required under this
required under this Lease, and such
Lease, and default shall
such default continue for
shall continue for five
five (5)(5)
monBedomsme
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21
business days
business days after
after written
wn'tten notice
notice to Tenant thereof;
to Tenant thereof; or
or (iv) Tenant shall
(iv) Tenant shall default
default in fulfilling any
in fulfilling any
of the
of the other covenants, agreements
other covenants, agreements oror obligations
obligations of
of this
this Lease, and such
Lease, and such default shall continue
default shall continue
for
for more than thirty
than thiny (30)
thirty (30) days
days after
afier
after written
wn'tten
written notice
notice thereof
thereof from
fiom Landlord
Landlord or
or Lender
Lender specifying
Specifying
specifying
such default,
such default, provided,
provided, that
grovided, if Tenant
that if Tenant has
has commenced to to cure
cure within
within said
said thirty
thmy (30)
thirty days,
(30) days, and
days. and
thereafter
thereafier is in good
is in faith diligently
good faith prosecuting
prosecuting same to
diligently prosecuting to completion,
completion, saidsaid thirty
thirty (30) day period
(30) day period
shall
shall be extended,
be extended, for for aa reasonable
reasonable time time not to exceed
not to exceed one
one hundred
hundred sixty
sixty ((160)
160) days
days following
following
the
the date of Landlord’s
date of Landlord's or or Lender’s
Lender's notice
notice thereof;
thereof; or (v) any
or (v) any execution
execution or attachment shall
or attachment be
shall be
issued
issued against
against Tenant
Tenant oror any
any ofof its
its property
property whereby
whereby thethe Premises shall be
Premises shall be taken
taken or
or occupied
occupied or or
attempted to
attempted to be taken or
be taken or occupied
occupied by by someone other other than
than Tenant,
Tenant, andand the same shall
the same shall not be
not be
bonded, dismissed,
bonded, dismissed, or discharged as
or discharged as promptly
promptly as as possible
possible under
under the the circumstances;
circumstances; or
cimumstances; or
(vi)
(vi) Tenant
Tenant (A)
(A) shall
shall make any
any assignment
assignment or
or other
other act
act for
for the
the benefit
benefit of
of creditors,
creditors, (B)
(B) shall
shall file
file
a petition
a petition oror take any other
take any other action
action seeking relief under
seeking relief under any
any state
state oror federal
federal m301vency
insolvency
insolvency or or
bankruptcy Laws,
bankruptcy Laws, or or (C)
(C) shall
shall have
have an involuntary petition
an involuntary petition or
or any
any other action filed
other action filed against
against it it
under any
under any state
state or
or federal
federal insolvency
insolvency or bankruptcy Laws which petition
or bankruptcy petition or or other
other action
action is is not
not
vacated
vacated or dismissed within
or dismissed sixty (60)
within sixty (60) days after the
days after the commencement thereof; thareof; (vii)
thereof; (vii) the estate or
the estate or
interest
interest of
of Tenant
Tenant in'm the Premises
in the Premises shallshall be
be levied
he upon or
levied upon or attached
attached inin any
any proceeding
proceeding and such
and such
estate or interest
estate or interest is
is about
about to be sold
to be sold or or transferred and such
transferred and such process
process shall not be
shall not be vacated
vacated or or
discharged within
discharged sixty (60)
within sixty (60) days after such
days after such levy
levy or attachment; (viii)
or attachment; any representation
(viii) any representation or or
warranty
warranty made by by Tenant
Tenant to
to Landlord
Landlord or
or the
the Lender
Lender herein
herein or
or in
in connection
connection with
with Landlord's
Landlord’s
purchase
purchase of of the
the Premises
Premises or or in any document
in any document delivered pursuant to
delivered pursuant to this
this Lease is misleading
Lease is misleading or or
false
false when made in any material
in any material respect
respect or (ix) an
or (ix) an Event
Event ofof Default
Default occurs
occurs under
under anyany of the
of the
Leases
Leases onon Exhibit
Exhibit E attached
attached hereto
hereto (the
(the "Other Leases").
“Other Leases”).
(b)
(b) If
If an Event of
an Event Default shall
of Default shall have
have occurred and be
occurred and be continuing,
continuing, Landlord shall be
Landlord shall be
entitled to
lo all
entitled to all remedies
remedies available
available at
at law
law or in equity.
or in equity. Without limiting the
Without limiting foregoing, Landlord
the foregoing, Landlord
shall have the
shall have the right
right to give Tenant
to give Tenant notice
notice ofof Landlord's
Landlord’s termination
termination of the Term of
of the of this
this Lease.
ofthis Lease.
Upon the
the giving
giving of such notice,
of such notice, the
notice, the Term of of this
this Lease
Lease and
and the
the estate
estate hereby
hereby granted shall
granted shall
expire and
expire terminate on
and terminate on such
such date
date as
as fully and completely
fully and and with
completely and with the same effect
the same as if
effect as if such
such
date were the
date the date herein fixed
date herein fixed for the expiration
for the expiration ofof the
the Term ofof this
this Lease, and all
Lease, and all rights
rights of
of
Tenant hereunder shall
Tenant hereunder shall expire
expire and
and terminate, but Tenant
terminate, but Tenant shall
shall remain
remain liable as hereinafier
liable as hereinafter
provided.
provided.
(c)
(c) If
If an
an Event
Event ofof Default
Default shall have occurred
shall have occurred and be continuing,
and be continuing, Landlord
Landlord shall
shall have
have
the
the immediate
immwiate right, whether
immediate right,
n'ght, whether or not the
or not the Term ofof this Lease shall
this Lease shall have
have been
been terminated
terminated pursuant
pursuant
to Section 21(b)
to Section 21 (b) of
of this
this Part II, to
Part II, re-enter and
re-entcr
to re-enter and repossess
repossess the
the Premises and the
Premises and right to
the right to remove
all persons and
all persons and property
property therefrom
therefiom
therefrom byby summary proceedings,
proceedings, ejectment,
ejectment, any other legal
any other action
legal action
or in any
or in any lawful manner Landlord
lawful manner
lawfiJl Landlord determines
determines to to be
be necessary
necessary oror desirable. Landlord shall
desirable. Landlord shall be
be
under no
under no liability by reason
liability by reason of
of any such reentry,
any such reentry, repossession
reeniry, repossession or or removal.
removal. No suchsuch re-entry,
re-entry,
repossession or
repossession or removal shall be
removal shall be construed
construed as as an
an election by Landlord
election by Landlord toto terminate
terminate this
this Lease
Lease
unless
unless a notice of
a notice of such
such termination
termination isis given to Tenant
given to Tenant pursuant
pursuant to
to Section
Section 21 (b) of
21(b) of this Part II.
this Part II.
(d)
(d) At
At any time or
any time from time
or from time to
to time
time after a rc-cntry,
after a re-entry,
re—emry, repossession
repossession oror removal
removal
pursuant to
pursuant to Section
Section 21(0)
21(c) of
21(c) this Part
of this II, whether
Part H,
II, or not
whether or not the
the Term of
of this
this Lease
Lease shall
shall have
have been
been
terminated pursuant to
terminated pursuant Section 21(b)
to Section 21(b) of
of this Part II,
this Part Landlord may (but,
II, Landlord (but, except
except to
to the extent
the extent
expressly required by
expressly required by any
any applicable Law, shall
applicable Law, be under
shall be under no
no obligation
obligation to) relet the
to) relet the Premises
Premises
for
for the account of
the account of Tenant,
Tenant, inin the
the name ofof Tenant or Landlord
Tenant or Landlord or
or otherwise,
otherwise, without
without notice
notice to
to
Tenant, for
Tenant, for such
such term
term or terms and
or terms on such
and on such conditions
conditions and
and for
for such
such uses as Landlord,
uses as Landlord, inin its
its
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. I 22
22
5.
5. FIXED RENT
(a) Commencing as
(a) of the
as of the Lease
Lease Commencement Date, Date, Tenant shall pay
Tenant shall pay Fixed
Fixed Rent
Rent
to
to Landlord,
Landlord, or to Lender
or to Lender if if directed
directed by
by Landlord
Landlord in in writing
writing or
or if required to
if required to do
do so by Lender
so by Lender inin
writing under
writing the SNDA Agreement,
under the Agreement, at at the business address
the business of Landlord
address of Landlord or or Lender,
Lender, asas the
the case
case
may be,
be, specified
specified herein,
herein, oror at
at such
such other address as
other address as Landlord,
Landlord, with
with the
the written
written consent
consent of any
of any
then
then Lender,
Lender, shall
shall from
fiom timetime toto time designate by
time designate by written
written notice
notice toto Tenant.
Tenant. Except as
Except as
hereinafter
hereinafier provided, the
hereinafler provided, the Fixed
Fixed Rent
Rent shall
shall be due
due andand payable
payable in the amounts
in the amounts set set forth
forth on
Schedule 22 hereto
Schedule hereto forfor the
the respective periods shown on
respective periods on such Schedule 2.
such Schedule 2. Schedule 22 is
Schedule is
incorporated herein by this reference. Fixed Rent shall be due and payable
incorporated herein by this reference. Fixed Rent shall be due and payable in advance by not in advance by not
later
later than 3:00 pm.
than 3:00 p.m. Eastern
Eastern timetime commencing on the Lease Commencement
the Lease Commencement Date Date andand
thereafter, on the
thereafter, the first
first day
day ofof each
each month (or (or if
if such first day
such first day is not aa business
is not day, the
business day, the first
first
business day of
business day of each month), during
each month), during the (each such
the Term (each such date
date being referred to
herein asas aa
"Due Date”).
“Due Date"). Notwithstanding
Notwithstanding the foregoing, from the
the foregoing, from the Lease Lease Commencement Date until
Date until
Tenant is
Tenant notified otherwise
is notified otherwise by by Landlord
Landlord and Lender as
and Lender as specified
specified above,
above, Fixed
Fixed Rent shall be
Rent shall be
paid by
paid wire transfer
by wire tansfer or
transfer or by
by automated
automated clearing
clearing house (ACH) to
house (ACH) to the account set
the account forth in
set forth in the rent
the rent
direction letter fi'om
direction letter from Landlord
Landlord to to Tenant delivered
concurrently with
with the
the execution
execution and delivery
and delivery
of
of this
this Lease,
Lease, as
as such
such rent
rent direction
direction letter
letter may be modified
modified from
fiom
fimn time
time to
to time
time by
by the
the joint
joint
written direction of
written direction Landlord and
of Landlord and Tenant.
Tenant.
(b)
(b) The Fixed
Fixed Rent to be
Rent to be paid
paid onon the Lease Commencement Date
the Lease Date as
as set
set forth
forth on
on
Schedule 22 includes
Schedule includes $$ (the “First
(the "First Amount") representing the
Amount”) representing the Fixed
Fixed Rent for every
Rent for every
month ofof the
the first Lease Year other
first Lease other than the first
than the first month (which first month also
(which first includes an
also includes an
additional $2 million Fixed Rent amount). If the
additional $2 million Fixed Rent amount). If the Lease Lease Commencement Date shall
Date shall be on any
any
day other than
day other than the
the first day of
first day a calendar
of a calendar month,
month, thethe First
First Amount will
will be
be prorated
prorated onon aa per
per
diem basis,
basis, and the Fixed
and the Fixed Rent
Rent payable
payable on the
the Commencement Date Date will
will be
be adjusted
adjusted to
to reflect
reflect
such pro
such pro ration.
ration.
(c) If
(c) If any
any installment
installment of Fixed Rent
of Fixed Rent is
is not paid on
not paid on its Date, Tenant
its Due Date, Tenant shall
shall pay
pay
Landlord interest
interest on such overdue payment at
such overdue payment at the the Lease Default Rate, accruing
Default Rate, accruing from
fi'om the
the Due
of such
Date of payment until
such payment until the
the same isis paid.
paid. All
All Fixed
Fixed Rent
Fixad and Additional
Rent and Rent shall
Additional Rent shall be
be
payable in U.S.
payable in Dollars.
U.S. Dollars.
(d)
(d) Commencing as as of
of the
the Lease
Lease Commencement Date, Date, all
all taxes,
taxes, costs, expenses,
taxes. costs, expenses.
expenses,
Stipulated Loss
Stipulated Loss Values,
Values, and other amounts
and other amounts which Tenant
Tenant is required to
is required pay pursuant
lo pay
to pursuant toto this
[his
this
Lease
Lease (other than Fixed
(other than Rent), together
Fixed Rent), with every
together with fme, penalty,
every fine, penalty, interest
interest and
interwt and cost which may
cost which may
be added
be added for
for non—payment
non-payment or late payment
or late payment thereof, shall constitute
thereof, shall constitute additional
additional rent ("Additional
rent (“Additional
Rent"). All
Rent”). All Additional Rent shall
Additional Rent shall bebe paid
paid directly
directly byby Tenant
Tenant toto the party to
the party to whom suchsuch
Additional Rent is
Additional Rent is due.
due. IfIf Tenant
Tenant shall
shall fail
fail t0
to pay any
to pay any such
such Additional
Additional Rent
Rent 0ror any
or any other
other sum
due
due hereunder
hereunder when the the same shall
shall become due,due, Landlord
Landlord shall
shall have
have all rights, powers
all rights, powers and
and
remedies with respect
remedies with thereto as
respect thereto as are provided herein
are provided herein or by Law in
or by the case
in the case ofof non-payment
non-paymeut
non-payment of of
any Fixed Rent
any Fixed Rent and shall have
and shall have the
the right
right to pay the
to pay the same
same on behalf of
on behalf of Tenant,
Tenant, and
Tenant, and Tenant shall
Tenant shall
repay such
repay such amounts
amounts toto Landlord
Landlord on demand.
demand. Tenant
Tenant shall
shall pay
pay to
to Landlord
Landlord interest
interest at
at the Lease
the Lease
Default Rate
Default Rate on all
all overdue
overdue Additional
Additional Rent
Rent and
and other
other sums due hereunder,
hereunder, in in each
each case
case paid
paid
by Landlord
by Landlord oror Lender on behalf
behalf ofof Tenant,
Tenant, from the date
from the date of payment by
of payment by Landlord
Lender
until repaid
until by Tenant.
repaid by Tenant.
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4 1
I 9
c than
than the
“Discount
non-default rate
non-default
the non—default
"Discount Rate")
Rate”) over
rate of
over (B)
of interest
(B)
interest for
the
the amount
the Loan
for the
of
of
Loan (such
such
such
(such lowar
rental
rental
lower rate
lower
loss
loss that
that
being referred
rate being
Tenant
Tenant
referred to
proves
proves
to as
as the
could
could
the
be
be
reasonably
reasonably avoided by commercially
avoided by commercially reasonable
reasonable mitigation
mitigation efforts by Landlord,
efforts by discounted at
Landlord, discounted at
the Discount Rate
the Discount Rate for
for the same period,
the same period, plus
plus (ii)
(ii) all reasonable legal
all reasonable legal fees and other
fees and costs and
other costs and
expenses incurred
expenses incurred by
by Landlord
Landlord and
and Lender
Lender as as a result of
a result of Tenant's
Tenant’s default
default under this Lease.
under this Lease. If
If
any
any Law shall
shall limit
limit the
the amount of
of liquidated
liquidated fmal
final damages to
to less
less than
than the
the amount above
above
agreed
agreed upon,
upon, Landlord shall be
Landlord shall be entitled
entitled to
to the
the maximum amount
amoum allowable under such law.
allowable under Law.
Mention in
Mention in this Lease of
this Lease of any particular remedy
any particular remedy shall not preclude
shall not preclude Landlord from
fi‘om
Landlord from
any other
any other remedy
remedy atat law or in
law or in equity,
equity, including
including the
the right of injunction.
right of injunction. Tenant
Tenant waives any rights
waives any rights
of redemption
of redemption granted by any
granted by any Laws if if Tenant is evicted
Tenant is evicted or
or dispossessed,
dispossessed, for any cause,
for any cause, or
or if
if
Landlord obtains possession

Landlord obtains possession of the
the Premises
Premises byby reason
reason of the violation
of the by Tenant
violation by Tenant of any
any of
of the
the
terms of this
terms of this Lease.
Lease.
(h)
(h) In addition to
In addition to the
the foregoing
foregoing remedies
remedies set set forth
forth inin this
this Section
Section 21 and all
21 and all other
other
remedies available at
remedies available at law
law oror in equity,
0r in equity, and regardless
regardless of whether
whether or or not
not an Event of
an Event of Default
Default has has
occurred under
occurred
Occurred this Lease,
under this Lease, if if Tenant
Tenant hashas failed
failed toto perform
perform any any of of itsits duties, obligations,
duties, obligations,
covenants or
covenants or agreements
agreements under this this Lease,
Lease, Landlord
Landlord may give notice to
give notice to Tenant that that it has failed
it has failed
to perform any
to perform any such
such duty,
duty, obligation,
obligation, covenant
covenant or or agreement
agreement (herein(herein called "Notice of
called aa “Notice
Breach") and
Breach”) and may thereafter pursue any
thereafier pursue rights or
any rights or remedies
remedies available
available to to it at law
it at law or
or inin equity
equity
including, without
limitation, filing
filing aa suit
suit for
for damages as result of
as aa result of such breach or
such breach or a a suit
suit for
for
specific performance 0f
specific performance of any
of any such
such duties, obligations, covenants
duties, obligations, covenants or agreements. Any Notice
or agreements. Notice of of
Breach delivered
Breach under this
delivered under this Section
Section 21(h)
21(b) or
21(h) any such
or any such rights
rights or remedies pursued
or remedies pursued by Landlord
by Landlord
shall
shall not be deemed to
not be to be notice of
be aa notice default under
of default under anyany provision
provision of this this Section
Section 2121 and
and shall
shall
not result, with
not result, with or
or without
without thethe passage
passage of of time,
time, in
in an
an Event
Event ofof Default
Default existing under this
existing under Lease;
this Lease;
provided, that
provided, that the delivery of
the delivery of any
any such Notice of Breach
such Notice Breach shall not limit
shall not limit Landlord's right (which
Landlord’s right (which
right will
right not be
will not be exercised
exercised without
without the the consent
consent of Lender so
of Lender long as
so long as the
the Premises
Premises are subject to
are subject to
a Mortgage
a Mortgage which requires
requires Lender's consent for
Lender’s conSent
consent for the
the exercise
exercise thereof)
thereof) to
thereot) to subsequently deliver
subsequently deliver
notice
notice (with
(with respect
respect toto the
the same event or condition
event 0r
or condition which is the subject
is the subject of such Notice
of such
0f Notice of of
Breach or or any other event or condition)
any other event or condition) which will
will declare or, with the
or, with the passage
declare 0r, passage of time, result
time, result
in an
in an Event of of Default hereunder.
Default hereunder.
22.
22. LANDLORD
LANDLORD_ASSIGNMENT WARRANTIES
0F WARRANTIE_S_
ASSIGNMENT OF
Landlord assigns
Landlord assigns to Tenant, without recourse or warranty
to Tenant, without recourse 0r
t0 or warranty whatsoever,
whatsoever, all all warranties,
warranties,
guaranties and
guaranties and indemnities,
indemnifies, express or
indemnities, express 0r implied,
or implied, and similar rights
and similar tights which Landlord
rights Landlord may have
against any
against any manufacturer,
manufacturer, seller,
seller,
seller, engineer,
engineer, contractor
contractor or
or builder
builder with
with respect
respect to
to the
the Premises,
Premises,
including, but
including, but not
not limited
limited to, any rights
to, any and remedies
rights and remedies existing under contmct
existing under contract or
contract pursuant to
or pursuant to the
the
Uniform Commercial Code (collectively,
Uniform (collectively, the
the "guaranties"). assignment shall
“guaranties”). Such assignment shall remain
remain in in
effect during
effect the Term.
during the Term. Landlord
Landlord hereby
hereby agrees
agrees to
to execute
execute and
and deliver
deliver at Tenant's expense
at Tenant’s expense such
such
further
further documents,
documents, including
documents. including powers of attorney
powers of attorney (which
(which shall contain indemnity
shall contain agreements from
indemnity agreements from
Tenant to
Tenant to Landlord
Landlord which shall be
which shall be in
in form reasonably satisfactory
form reasonably satisfactory to
to Landlord),
Landlord), as Tenant may
as Tenant
reasonably request
reasonably request in order that
in order that Tenant have the
Tenant may have the full
full benefit
benefit ofof the assignment of
the assignment of guaranties
guaranties
effected
effected or intended to
or intended be effected
to be effected by
by this
this Article.
Article. Upon the occurrence of
the occurrence of aa termination
termination
termination of this
of this
Lease, the
Lease, guaranties shall
the guaranties automatically revert
shall automatically to Landlord.
revert to
revert Landlord.
CTO [mmmmmmua
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CTonBcdoJmnmm. 14 24
23.
23. RENT
RENT PAYMENTS
PAYMENTS
PAYNIENTS
If
If Landlord's
[f Landlord’s interest
interest in
in this
this Lease
Lease shall pass to
shall pass to another,
another, oror ifif the
the Fixed
Fixed Rent
Rent oror
Additional
Additional Rent Rent hereunder
hereunder shall
shall be
be assigned,
assigned, or if aa pany,
or if party, other
other than
than Landlord,
Landlord, shall
shall become
become
entitled
entitled toto collect
collect the
the Fixed
Fixed Rent
Rent or
or Additional
Additional Rent due hereunder,
Rent due hereunder, then
then notice
notice thereof
thereof shall
shall be
be
given to Tenant by Landlord in writing, or, if Landlord is an individual and
given to Tenant by Landlord in writing, or, if Landlord is an individual and shall have died or shall have died or
become
become incapacitated,
incapacitated. by
incapacitated, by Landlord's
Landlord’s legal
legal representative, accompanied by
representative, accompanied
representative, by due
due proof
proof of
of the
the
appointment
appointment of of such
such legal
legal representative;
representative; provided,
provided, thatthat if
if Fixed
Fixed Rent
Rent isis then
then being
being paid
paid to
to
Lender,
Lender, then
then notwithstanding
notwithstanding such
such notice
notice from
fiom Landlord,
Landlord, Tenant
Tenant shall
shall continue
continue to
to pay
pay Fixed
Fixed
Rent
Rent toto Lender
Lender until
until it
it receives
receives contrary
contrary notice
notice from Lender. Until
fiom Lender.
fi'om Until such
such notice
notice and
and proof
proofshall
shall be
be
received
received by by Tenant,
Tenant, Tenant
Tenant maymay continue
continue to pay the
to pay rent due
the rent due hereunder
hereunder toto the
the one
one to
to whom,
whom, and
and
in
in the
the manner
manner in in which,
which, thethe last
last preceding
preceding installment
installment of of rent
rent hereunder
hereunder was
was paid,
paid, and
and each
each such
such
payment
payment shallshall fully
fully discharge
discharge Tenant
Tenant with
with respect
respect toto such
such payment.
payment.
Tenant
Tenant shall
shall not
not be obligated to
be obligated to recognize any agent
recognize any agent for
for the
the collection
collection ofof rent
rent or
or
otherwise authorized to act with respect to the Premises until written notice of the appointment
otherwise authorized to act with respect to the Premises until written notice of the appointment
and
and the
the extent
extent of
of the
the authority
authon'ty of
authority of such
such agent
agent shall be given
shall be given to
to Tenant
Tenant by
by the
the one
one appointing
appointing such
such
agent.
agent.
24.
24. HOLDOVER
HOLDOVER
If
If Tenant
Tenant shall
shall hold
hold over
over after
after the
the expiration date of
expiration date of the
the Term,
Term, oror if
if Tenant
Tenant shall
shall hold
hold
over
over after
after the
the date
date specified
specified in in any
any termination
termination notice
notice given
given by
by Tenant
Tenant under
under Section
Section 13(d)
13(d) oror
14(b) of
14(b) of this
this Part II, then,
Pan II,
Part then, in
in either
either such
such event, Tenant shall
event, Tenant shall be
be aa month-to-month
month-to-month Tenant
Tenant on
on the
the
same
same terms
terms as as herein
herein provided,
provided, except
except that
that the monthly Fixed
the monthly Fixed Rent
Rent for
for the
the duration of the
duration of the
holdover
holdover period
period will
will be
be 1.25
1.25 times
times the
the average
average monthly Fixed Rent
monthly Fixed Rent payable
payable byby Tenant
Tenant during
during the
dun'ng the
last
last year
year of of the
the Primary
Primary Term or, or, if
if applicable, during the
applicable, during the last
last year
year of
of the
the Renewal
Renewal Term
Term
immediately
immediately preceding
preceding suchsuch holdover
holdover period.
period.
25.
25. NOTICES
NOTICES
Whenever,
Whenever, pursuant
pursuant to to this
this Lease,
Lease, notice
notice oror demand shall
shall or
or may
may bebe given
given toto either
either of
either ofthe
the
parties
parties (including
(including Lender)
Lender) by by the
the other,
other, and whenever either of the
either of the parties
parties shall
shall desire
desire toto give
give to
to
the
the other
other any
any notice
notice oror demand
demand with respect
respect to
reSpect to this
this Lease or or the
the Premises,
Premises, eacheach such
such notice
notice oror
demand
demand shall
shall be
be in
in writing,
writing, and any Laws to to the contrary notwithstanding,
the contrary notwithstanding, shall shall not
not be be effective
effective
for
for any
any purpose unless the same shall be given or served as follows: by
purpose unless the same shall be given or served as follows: by mailing the same to
mailing the same to the
the
other
other party
party byby registered
registered oror certified
certified mail,
mail, return
return receipt requested, or
receipt requested, or by
by delivery
delivery by by nationally
nationally
recognized
recognized overnight
overnight courier
courier service
service provided a a receipt
receipt is
is required,
required, or or by
by c~mail
e-mail confirmed
e-mail confirmed in in
one
one business
business dayday byby nationally
nationally recognized overnight courier courier service
service at
at its
its Nou'ce
Notice Address
Notice Address setset
forth in
forth in Part
Part II hereof,
I hereof, oror at
at such
such other
other address
address asas either party may
either party fi'om
may fi-om
from time
time toto time
time designate
designate byby
notice given to
notice given to the
the other.
other. The datedate of receipt of
receipt of the notice or demand shall be deemed the
the notice or demand shall be deemed the date
date of
of
the
the service
service thereof
thereof (unless
(unless delivery
delivery of the
the notice
notice oror demand
demand is is refused
refused or
or rejected,
rejected, in in which
which case
case
the date of
the date ofsuch
such refusal
refusal or
refilsal or rejection
rejection shall
shall be deemed the the date
date of
of service
service thereof).
thereof).
26.
26. TENANT COVENANTS
TENANT COVENANTS
TENANT COVENANTS
TENANT OF LANDLORD
COVENANTS FOR THE BENEFIT 0F AND ANY
LANDLORD AND ANY OF
OF
LANDLORD’S DIRECT
LANDLORD'S DIRECT OR INDIRECT OWNERS, PARTNERS. TRUSTEES.
PARTNERS, TRUSTEES,
crozmcdomsmma
cronaedmwswmu
CTO I\BedoJ\48 3991.14 25
25
BENEFICIAL OWNERS, MEMBERS,
MEIWBERS, MANAGERS, EMPLOYEES, AGENTS,
0R SHAREHOLDERS, AND ANY SUCH PARTY'S
OFFICERS, DIRECTORS OR PARTY’S DIRECT
0R INDIRECT OWNERS, PARTNERS, "TRUSTEES,
OR TRUSTEES, BENEFICIAL OWNERS,
MEMBERS,
NIEMBERS, MANAGERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS OR
SHAREHOLDERS, TOGETHER WITH THE LENDER, AND ANY OWNER,
PARTNER, MEMBER,
MENIBER, MANAGER, TRUSTEE, BENEFICIAL OWNER, OFFICER,
ENIPLOYEE 0R
DIRECTOR, SHAREHOLDER, EMPLOYEE OR AGENT OF
0F THE LENDER OR ANY
HOLDER OF A NOTE OR PASS THROUGH OR SIMILAR CERTIFICATE ISSUED
BY THE LENDER, AND THEE
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
“COVERED PARTIES”)
(HEREIN, COLLECTIVELY, "COVERED PARTIES") THAT THE PREMISES WILL
AT ALL TIMES BE USED, OPERATED AND MAINTAINED WITHOUT
NEGLIGENCE, MISCONDUCT OR0R BREACH OF TIDS LEASE AND
0F THE TERMS OF THIS
TMLY
TENANT WILL TIMELY PERFORM ALL OF ITS OBLIGATIONS UNDER, AND
ABIDE BY ALL THE TERMS, PROVISIONS, COVENANTS AND CONDITIONS, OF
TIDS ACIWOWLEDGES
THIS LEASE. LANDLORD ACKNOWLEDGES
TIflS ACIGVOWLEDGES THAT, NOTWITHSTANDING THE
FOREGOING, TO
T0 THE EXTENT THAT THE FOREGOING PROVISIONS IN [N TIDS
THIS
PARAGRAPH 26 26 ARE DEEMED TO BE AN INDEMNIFICATION, SUCH
PROVISIONS MAY NOT BE ENFORCEABLE UNDER APPLICABLE LAWS.
27.
27. To COMPLY WITH MATTERS OF
TENANT TO 0F RECORD
Tenant
Tenant agrees to perform
agrees to perform all
all obligations
obligations ofof Landlord
Landlord and
and pay
pay all expenses and
all expenses and costs
costs
which Landlord
which Landlord or
or Tenant
Tenant may be
be required
required to
to pay
pay in
in accordance
accordance with,
with, and
and to
to comply
comply and
and cause
cause
the Premises to
the Premises comply in
to comply in all respects with
all respects with all of the
all of terms and
conditions 0f,
of, any
of, reciprocal
any reciprocal
easement agreement
easement
casement agreement oror any
any other
other agreement
agreement or document of
or document of record
record now affecting the Premises
affecting the Premises
(including, without
(including, without limitation,
limitation, those
those matters described on
matters described Exhibit B hereto)
on Ezhibjg
Exhibit hereto) oror hereafter
hereafier
executed
executed with Tenant's written
with Tenant’s consent (herein
written consent (herein referred
referred to collectively as
to collectively the “Matters
as the "Matters ofof
Record")
Record”) during
during the
the Term.
Term.
28.
28. [NTENTIONALLY OMITTED
INTENTIONALLY ONIITTED
29.
29. TAXES
(a)
(a) Subject
Subject to the provisions
to the provlSlons hereof
hereof relating to contests,
relating to contests, Tenant shall pay
Tenant shall pay andand
discharge, before
discharge,
dischaxgc, before any
any interest or penalties
interest or penalties are due thereon,
are due thereon, all of
all of the following taxes,
the following taxes, charges,
charges,
assessments, ground
assessments, ground rents, levies and
rents, levies and other items (collectively,
other items "tax" or
(collectively, “tax”
(collectively, or “taxes”),
"taxes"), which
which are are
imposed or assessed prior to the Lease
imposed or assessed prior to the Lease CommencementCommencement Date
Date or on
or on or
or subsequent
subsequent to
to the
the Lease
Lease
Commencement Date Date during
during the the Term,
Term, regardless
regardless ofof whether
whether payment
payment thereof
thereof is
is due prior to,
due prior to,
during or after
during or afier the
afler the Term:
Term: all taxes of
all taxes every kind
of every and nature
kind and nature (including,
(including, without
without limitation,
limitation, real,
real,
ad valorem and
ad valorem personal property),
and personal property), on or or with
with respect
respect to
to the
the Premises
Premises (including,
(including, without
without
limitation, any taxes assessed
limitation, any taxes assessed against against Landlord's
Landlord’s reversionary
reversionary estate
estate in
in the Premises or against
the Premises or against
any
any real property other
real property than the
other than the Premises
Premises which is is included
included within
within the tax parcel
the tax parcel which
which
includes the
includes Premises), the
the Premises), the Fixed
Fixed Rent
Rent oror Additional Rent payable
Additional Rent payable hereunder,
hereunder, this
this Lease
Lease or or the
the
leasehold
leasehold estate created hereby;
estate created hereby; all all charges
charges and/or
and/or assessments
assessments for for any easement or
any easement agreement
or agreement
maintained
maintained forfor the
the benefit
benefit ofof the Premises; all
the Premises; all ground rents on
ground rcnIs
rents on or
or with respect t0
with respect to the
to the Premises;
Premises;
and all
and all general
general and special assessments,
and special assessments, levies,
levies, water and sewer
water and sewer assessments
assessments and and other
other utility
utility
charges, use
charges, use charges
charges and
and rents
rents and all other
and all other public
public charges
charges and/or
and/or taxes whether of
taxes whether of aa like
like or
or
CTovBedomsmm-a
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CTOI \ BedoJ\483991.14
,l4 26
26
( necessary or
necessary or appropriate
appropriate for
for the
the preservation
preservation and safety thereof
and safety thereof (including, without limitation,
any
any repairs required by
repaim required
repairs by Law as as contemplated
contemplated by by Section
Section 1010 of this Pan
of this Part II),
Part II), by reason or
by reason or in
in
connection with any
connection with any excavation
excavation oror other
other building operation upon
building operation upon the Premises, and
the Premises, and Landlord
Landlord
shall have
shall have no
no obligation
obligation toto do
do so.
so. Landlord
Landlord shall not be
shall not be required
required to to make any any repair,
repair,
replacement, maintenance
replacement, maintenance or other work
or other work whatsoever,
whatsoever, or or to
to maintain the Premises
maintain the Premises in any
in any way,
way,
except as
except as set
set forth herein, and
forth herein, Tenant waives
and Tenant waives the right to
the n'ght
right to make repairs, replacements or
repairs, replacements or to
to
perform maintenance
perform maintenance or or other
other work atat the
the expense
expense of of the
the Landlord,
Landlord, which
which right
n'ght may be
right be
provided for
provided for in
in any
any Laws. Tenant shall,
Laws. Tenant shall, in all events,
in all events, make all all repairs, replacements and
repairs, replacements and
perform maintenance
perform maintenance and and other
other work for
for which
which it it is
is responsible
responsible hereunder,
hereunder, in a good,
in a good, proper
proper
and
and workmanlike manner.
workmanlike manner.
(b)
(b) If Tenant
If shall be
Tenant shall be inin default under any
default under any ofof the
the provisions
provisions 0f of this
of Section 9,
this Section 9,
Landlord
Landlord may,may, after
afier thirty
thirty (30)
thixty days written
(30) days written notice
notice to Tenant and
to Tenant and failure of Tenant
failure of Tenant to to cure
cure
during said period,
during said period, or such additional
or such additional period
pen'od as
period as may be be reasonably
reasonably necessary
necessary if if the
the
commencement of of a
a cure by Tenant
cure by Tenant has
has occurred
occurred during such thirty
during such thirty (30)
(30) day period and
day period and Tenant
Tenant
is diligently
is diligently pursuing
pursuing suchsuch cure but such
cure but such cure cannot be
cure cannot be completed
completed in in such
such time
time pen'od,
period, and
period, and
without
without notice
notice in the event
in the event of
of an
an emergency,
emergency, do do whatever
whatever is is necessary
necessary to to cure
cure such
such default as
default as
may
may be
be appropriate
appropriate under
under the
the circumstances
circumstances for
for the
the account
account of
of and
and at
at the
the expense
expense of
of Tenant.
Tenant. If
If
an emergency
an emergency exists,
exists, Landlord
Landlord shall use reasonable
shall use reasonable efforts to notify
efforts to Tenant of
notify Tenant the situation
of the situation byby
phone or
phone other available
or other available communication before taking
communication before taking any
any such
such action
action to
to cure
cure such
such default.
default.
All reasonable
A11 reasonable sumssums so so paid
paid by
by Landlord
Landlord andand allall reasonable
reasonable costscosts and expenses (including,
and expenses (including,
without limitation,
without limitation, reasonable
reasonable attomeys’
attorneys'
attorneys’ fees
fees and expenses) so
and expenses) so incurred, together with
incurred, together with interest
interest
at
at the Lease Default
the Lease Default Rate
Rate from
from the
fi'om the date of payment
date of payment or or incurring
incurring of of the
the expense, shall constitute
expense, shall constitute
Additional Rent
Additional Rent payable
payable byby Tenant under this
Tenant under this Lease
Lease andand shall
shall bebe paid
paid by Tenant to
by Tenant Landlord
to Landlord
on demand.
demand.
(c) If
(c) If replacement
[f replacement ofof the roof is
the roof is required,
required, Landlord shall perform,
Landlord shall perform, or
perfonn, cause to
or cause to be
be
performed
performed as a construction
as a construction advisor,
advisor,
adviser, as a service
as a service to Tenant, all
to Tenant, all work required
required to replace the
to replace the
roof of
roof the Building.
of the Tenant shall
Building. Tenant shall be
be responsible
responsible for
for funding
funding the
the costs to replace
costs to replace the
the roof of the
roof of the
Building, provided that
Building, provided such costs
that such costs shall
shall not
not include
include any fee to
any fee Landlord.
to Landlord.
10.
l0.
10. CONIPLIANCE WITH LAWS
COMPLIANCE
During
During thethe Term Tenant shall comply,
Tenant shall comply, andand cause
cause the Premises to
the Premises to comply,
comply, at at Tenant's sole
Tenant’s sole
cost
cost and
and expense,
expense, withwith all
all Laws andand Legal
Legal Requirements relating to
Requirements relating to the
the Premises.
Premises. As usedused
herein, (i) the
herein, (i) term "Laws"
the term “Laws” shall
shall mean all present and
all present and future laws, statutes,
future laws, statutes, codes,
codes, ordinances,
ordinances,
orders, judgments,
orders, judgments, decrees,
decrees, injunctions,
injunctions, rules, regulations and
rules, regulations and requirements,
requirements, even even if unforeseen
if unforeseen
or extraordinary, of
or extraordinary, every duly
of every constituted governmental
duly constituted governmental authority
authority or or agency
agency (but excluding
(but excluding
those which
those which by by their
their terms
terms are
are not
not applicable
applicable to
to and
and do
do not
not impose
impose any
any obligation
obligation on Tenant,
Tenant,
Landlord or the Premises or which
Landlord or the Premises or which are due to are due to take
take effect
effect after
afier expiration
expiration of
of the
the Term), and (ii)
Term), and (ii)
the term "Legal

the term Requirements" shall
“Legal Requirements” shall mean allall Laws and
and covenants,
covenants, restrictions and conditions
restrictions and conditions
now oror in
in the
the future
future ofof record
record which
which may be be applicable
applicable to
to Tenant,
Tenant, Landlord
Landlord (with
(with respect
respect to
rwpect the
to the
Premises)
Premises) or or to
to all
all or
or any part of
any part or interest
of or interest in
in the
the Premises,
Premises, or to the
or to ownership, use,
the ownership, use, manner
manner of
of
use, occupancy, possession, operation, maintenance,
occupancy, possession, operation, maintenance,
use, occUpancy, alteration,
alteration, repair
repair or
or reconstruction
reconstruction of
of the
the
Premises, including
Premises, including insurance
insurance requirements
requirements and requirements of
and requirements of Permitted
Permitted Encumbrances.
Encumbrances.
CTonBcdoJusaomJa
CTOI \Bcdojus399 l. Id 12
12
l2
(including,
(including, without limitation, all
without limitation, reasonable attomeys’
all reasonable attorneys' fees and
attomeys‘ fees and expenses)
expenses) inin connection
connection withwith
any
any such
such contest
contest and
and shall
shall promptly, after the
promptly, after the fmal determination
detetmination of
final determination of such
such contest,
contest, fully
fully pay
fillly pay and
and
discharge
discharge the
the amounts
amounts which shall be
which shall be levied, assessed, charged
levied, assessed, charged or or imposed
imposed oror be
be determined
determined to to
be
be payable
payable therein
therein or in connection
or in connection therewith,
therewith, together
together with
with all
all penalties,
penalties, fines,
fmes, interest,
interest, costs
costs
and
and expenses
expenses thereof or in
thereof or in connection
connection therewith,
therewith, andand perfonn
perform all
perform all acts
acts the
the performance
performance of of which
which
ofwhich
shall
shall be ordered or
be ordered or decreed
decreed
deemed as as aa result
result thereof.
thereof. At At Tenant‘s
Tenant's sole cost.
Tenant’s sole cost. Landlord
Landlord shall
shall assist
assist
Tenant
Tenant asas reasonably
reasonably necessary with respect
necessary with respect to to any
any such
such contest,
contest, including
including joining
joining in in and
and
signing
signing applications
applications or
applications or pleadings.
pleadings. Any rebaterebate applicable
applicable to
to any
any portion
portion ofof the
the Term
Term shall
shall
belong
belong to
to Tenant.
Tenant.
30.
30. INSURANCE
(a)
(a) Landlord shall
Landlord shall obtain, place
shall obtain, and maintain,
place and maintain, as
as aa service
service to
to Tenant,
Tenant, at
at Tenant’s
Tenant's sole
sole
cost
cost and expense
expense (as
(as provided
{as in Section
provided in Section 30(d)),
30(d)), the
the following
following insurance
insurance policies
policies with
with respect
respect
to
to the
the Premises:
Premises:
((i)
i) All-Risk
All-Risk insurance
All—Risk insurance for the Building
for the Building for
for one
one hundred
hundred percent ( 100%) of
percent (100%) of its
its
replacement value. Said
replacement value. Said All-Risk policy shall
All-Risk policy not exclude
shall not flood coverage if the Premises
flood coverage if the Premises is
exclude flood is
located
located in
in a
a Flood Zone A, A, and shall
shall not
not exclude and shall
exclude and
exclude shall affinnatively
affirmatively provide,
affirmativaly provide, earthquake,
earthquake,
earth
earth movement, terrorism
terrorism and storm coverage.
and wind storm coverage.
(ii)
(ii) General
General Liability coverage, including
Liability coverage, including Broad
Broad Form
Form Endorsement,
Endorsement, on on anan
occurrence
occurrence basis,
basis, in
basis, in combined policy
policy limits of not
limits of not less than Five
less than Five Million
Million and
and No/IOO
No/100 Dollars
No/lOO Dollars
($5,000,000.00)
($5,000,000.00) per per occurrence for bodily
occurrence for bodily injury and for
injury and property damage
for property damage with
with respect
respect to
to the
the
Premises
Premises caused by by the
the negligent
negligent acts
acts of Landlord. In
of Landlord. addition, Landlord
In addition, Landlord shall
shall maintain
maintain an an
umbrella
umbrella liability
liability insurance
insurance policy covering
policy coven'ng negligent acts
covering negligent of Landlord
acts of Landlord in
in an
an amount
amount ofof not
not less
less
than
than Five Million
Million and No/100
No/ 100 Dollars ($5,000,000.00).
Dollars ($5,000,000.00).
(iii)
(iii) Rent
Rent loss insurance (not less than twelve (12) months)
loss insurance {not twelve (12)
(not less than twelv: months) with
with respect
respect to
to the
the
Premises.
Premises.
(iv)
(iv) Such other
other insurance, in amounts
insurance, in amounts and
and against
against such
such risks,
risks, as
as is
is customarily
customarily
maintained
maintained by
by owners or
or operators of similar
operators of similar propenies
properties as may
properties as may be
be required
required by
by Lender.
Lender.
(b) Tenant shall

(b) obtain, place
shall obtain, place and
and maintain,
maintain, atat Tenant’s
Tenant's sole
Tenant‘s sole cost
cost and
and expense,
expense, aa
storage
storage tank pollution
pollution policy covering all
policy covering all environmental
environmental damages and and remediation
remediation costs
costs
relating to
relating to the
the Storage Tanks (as (as defmed
defined below), Landlord and
below), naming Landlord
below). and Lender
Lender asas additional
additional
insureds.
insureds. Such policy
policy must have a policy limit
a policy limit of
of not
not less
less than
than Two Million
Million Dollars
Dollars
($2,000,000)
($2,000,000) per occurrence and Two Million Million Dollars
Dollars ($2,000,000)
($2,000,000) in in the
the aggregate
aggregate and
and aa One
One
Million
Million Dollar
Dollar ($1,000,000)
($1,000,000) limit
limit of defense, with
of defense, deductibles of
with deductibles of not
not more than
than Five
Five Thousand
Thousand
Dollars ($5,000)
Dollars ($5,000) per incident, for
per incident, Tenant shall
for which Tenant shall be
be solely
solely responsible
responsible for
for paying.
paying. Such
Such
insurance shall, at
insurance shall, at a
a minimum, contain
contain sufficient
sufficient terms,
terms, conditions,
conditions, coverages
coverages and
and coverage
coverage
limits,
limits, as
as may be required
required to satisfy any
to satisfy any financial
fmancial assurance
assurance requirements
requirements required
required pursuant
pursuant to
to
Environmental Laws for the Storage
for the Storage Tanks.
Tanks.
Landlord may provide

provide such
such All-Risk
All-Risk and/or
and/or General Liability
andfor General Liability insurance
insurance required
required
by
by Section
Sectiou
Section 30(a)
30(3)
30(a) hereof
hereof through
through blanket
blanket insurance
insurance covering
covering the
the Premises
Premises and
and other
other locations
locations of
of
Landlord and/or its affiliates,
Landlord and/or its affiliates, provided that such
afliliates, provided that such blanket insurance
blanket insurance policy
policy specifically
specifically designates
designates
crouscdumszggLM
\Bedo!\48399l l4
| . 28
28
c the
the Premises
Premises and
shall not
shall
and allocates
allocates specific
be reduced
not be reduced by claims as
by claims as to
coverage limits
specific coverage
to other
to the
limits to
property covered
other property
Premises as
the Premises
covered by
by such
required hereunder,
as required
such blanket
hereunder, which
blanket policy;
policy; and
which
and Landlord
Landlord
may maintain
maintain the
the required
required limits in the
limits in the form
form of excess and/or umbrella
excess and/or policies, provided
umbrella policies, provided that the
that the
other requirements
other requirements set
set forth
forth herein
herein have been
been satisfied.
satisfied.
Any insurance maintained by

insurance maintained by Landlord
Landlord pursuant
pursuant to this Section
to this Section 30 shall be
30 shall be
approved in
approved in writing by Tenant
writing by Tenant asas to premiums and
to premiums and conformance
conformance to to the terms of
the terms of this Section 30,
this Section 30,
and Tenant
and Tenant shall
shall have thethe right
Lhe to propose
right to propose alternative insurance to
alternative insurance to be
be agreed
agreed upon by by Landlord.
Landlord.
Landlord will
Landlord will provide
provide Tenant
Tenant with
with aa statement
statement (which
(which may bebe sent
sent via
via email) showing the
email) showing the
amounts and
amounts and costs
costs of insurance to
of insurance to be
be obtained
obtained hereunder not less than ten (10) days prior to
hereunder not less than ten ( 10) days prior
pn'or the
to the
date of renewal
date of renewal ofof any policy, and
any policy, and Tenant will notify
Tenant will notify Landlord
Landlord of any objections
of any to the
objections to the proposed
proposed
coverage within five (5)
within five ( 5) days following receipt
days following of such
receipt of statement, or
such statement, or Landlord's
Landlord’s proposed
proposed
coverages and
coverages costs will
and costs be deemed to
will be to have
have been
been approved.
approved.
Any insurance
insurance maintained pursuant to
maintained pursuant this Section
to this Section 30
Section 30 shall
shall name Landlord
Landlord andand
Lender as
Lender as additional insured parties
additional insured parties and/or as loss
and/or as payees, as
payees,
loss payccs, as appropriate, as their
appropriate, as their respective
respective
interests may appear.
interests appear. AllAll proceeds
proceeds received
received fi'om
from such All-Risk
fiom such All-Risk and/or
and/or builder’s
builder's risk
risk insurance
insurance
shall be
shall be used
used in
in the
the first instance in
first instance in accordance with Tenant's
accordance with obligations under
Tenant’s obligations under Section
Section 13l3
hereof and any
hereof and surplus shall
any surplus shall be
be retained
retained by
by Tenant.
Tenant.
All
A11 insurance
All insurance coverage required to
coverage required be carried
to be carried under
canied under this Section 30
this Section 30 shall
3O shall be
be
carried with
cam'ed
carried with insurance
insurance companies licensed
licensed to
to do business
business in the state
in the state in
in which the
the Premises
Premises is
is
located and which

located and which have
have aa claims paying ability
claims paying rating of“A”
ability rating
“A” or
of"A"
of better by
or better by Standard
Standard & Poor’s
Poor's
c
rating
("S&P") or
(“S&P”) or a
a rating
rating of"NAIC-1"
of “NAIC-l” by by the
the Securities
Securities Valuation Office of
Office
Valuation OFfice of the
ofthe National Association
the National Association
of Insurance
Insurance Commissioners and shall require
and shall require the
the insurcd’s
insured's insurance
insured’s insurance carrier
carrier to notify the
to notify the
Landlord
Landlord and Lender at least thirty (30) days prior to any cancellation or material modification
thirty (30) days prior to any cancellation or material modification of
at least thirty of
such insurance.
such insurance.
Each insurance
Each insurance policy
policy referred
referred toto above
above shall,
shall, to
to the
the extent
extent applicable, contain
applicable, contain
standard non-contributory mortgagee
standard non-conu'ibutory mortgagee clauses
clauses in favor of
in favor of Lender
Lender and and shall
shall provide
provide that it may not
that it not
be canceled
be canceled except
except after
afier thirty
thirty (30)
thirty (30) days
days prior
prior notice
notice to
to Landlord
Landlord and
and Lender
Lender and
and that
that any
any loss
loss
otherwise payable
otherwise payable thereunder shall be
thereunder shall be payable
payable notwithstanding
notwithstanding (i) (i) any
any act or omission
act or omission of of
Landlord
Landlord or Tenant which
or Tenant which might, absent such
might, absent provision, result
such provision, result in
in a forfeiture of
a forfeiture all or
of all or a part of
a part of
such insurance
such insurance payment,
payment, ((ii)
ii) the
the occupation
occupation or or use of any
use of of the
any of the Premises
Premises forfor purposes more
purposes more
hazardous than permitted
hazardous than permitted by
by the
the provisions
provisions ofof such policy, (iii)
such policy, (iii) any
any foreclosure
foreclosure oror other action or
other action or
proceeding taken
proceeding taken by
by any
any Lender pursuant
pursuant to any provision
to any provision of thethe Mortgage
Mortgage upon the the happening
happening
of an event
of an event of
of default
default therein,
therein, or (iv) any
or (iv) change in
any change in title
title or
or ownership
ownership of of any
any ofof the
the Premises.
Premises.
Except as specifically provided
as specifically herein, any
provided herein, any insurance
insurance policy
policy may be be written
written with
with a a deductible
deductible of of
not more than
not than Twenty Thousand and No/ No/100
100 Dollars
No/IOO ($20,000.00).
Dollars ($20,000.00).
Landlord and
Landlord and Tenant shall renew
Tenant shall renew or
or replace each policy,
replace each policy, and shall deliver
and shall deliver to
to the
the other
other
party and
party Lender aa certificate
and Lender certificate or or other evidence of
other evidence of the
the then
then existing policy and
existing policy each renewal
and each renewal or
or
replacement
replacement policy,
policy, not less than
not less than ten
ten (10)
(10) days prior to
days pn'or
prior to the expiration of
the expiration of such
such policy
policy (together
(together
with
with a ceflificate of
a certificate
certificate a responsible
of a responsible officer
officer of
of Landlord or Tenant
Landlord or Tenant that
that the
the insurance
maintained byby
such party
such party with
with respect
respect to
to the
the Premises
Premises is
is in compliance with
in compliance the requirements
with the requirements ofof this Section 30
this Section
Section 30
of Part II
of Part of this
II of this Lease.
Lease.
(ml
CTO Bcdomssw m4
(“T01I \BedoJ\483991.14
-
I
Bcdomssow . 1 29
29
c cost
(c)
(c)
companies
At
At all
companies reasonably
times when any
all times
expense, or
cost and expense, cause to
or cause to be
approved by
reasonably approved
construction is
any construction
be maintained
maintained by
by Landlord,
is in
by its
in progress,
progress, Tenant
its contractors
Landlord, builder’s
contractors
builder's risk
Tenant shall
shall maintain,
maintain, at
and subcontractors
contractors and
at its
subcontractors with
risk insurance,
insurance, completed
its sole
sole
with such
completed value
such
value fem,
form,
form,
covering
covering all
all physical loss, in
physical loss, in an
an amount reasonably satisfactory
amount reasonably satisfactory to
to Landlord.
Landlord.
(d)
(d) On the the date
date hereof, Tenant shall
hereof, Tenant shall pay
pay to to Landlord
Landlord an an amount
amount equal equal to to
[$
[$ , which
|,
,
represents the aggregate amount of the premiums
represents the aggregate amount of the premiums for the insurance for the insurance
required
required toto be obtained
obtained by by Landlord under Section
Landlord under Section 30(a) hereof for
30(a) hereof for the
the remaining
remaining term term of of
Landlord's
Landlord’s existing
existing policies.
policies. On each
0n each Due Date during the
Date during the term
term ofof this
this Lease
Lease thereafter,
thereafter,
Tenant
Tenant shall
shall pay
pay to to
t0 Landlord,
Landlord.
Landlord, or or if
if directed
directed byby Landlord,
Landlord, t0 to Lender,
to Lender, at at the
the place
place andand in in the
the
manner for payment of Fixed
for payment of Fixed Rent, an Rent, an amount equal
equal to
to 1/Ith
1/12‘h
l/lZ‘h of
of the estimated annual
the estimated annual premimn premium
premium
(each
(each such
such payment,
payment, an an "Insurance Reserve Payment”),
“Insumnce Reserve
“Insuxance Payment"), as as determined
determined by by Landlord
Landlord and and Lender,
Lender,
for the
for the insurance
insurance required
required by Section 30(a)
by Section 30(a) hereof for the
hereof for the following
following annual
annual policy
policy period.
period. The
Trustee
Trustee shall
shall hold
hold thethe Insurance
Insurance Reserve
Reserve Payments
Payments in in escrow
escrow (such
(such escrow,
escrow, the the “Insurance
"Insurance
Reserve")
Reserve”) for the
for the payment of
of premiums for the insurance required by Section
for the insurance required by Section 30(a) for 30(a) for the
the
following
following annual
annual policy
policy period as estimated
period as estimated by by Landlord
Landlord and and Lender.
Lender. Pmmptly
Promptly after
Promptly after the
the end
end
of each annual
annual policy period, Landlord,
policy period, Tenant and Lender
Landlord, Tenant Lender shall
shall true-up
true-up thethe amount of of the
the
Insurance
Insurance Reserve Payments with the the amount of of the
the actual
actual insurance
insurance premiums
premiums for for the
the
insurance
insurance required
required by by this
this Section
Section 303O for
for the previous annual
the previous annual policy
policy period,
period, and
and Tenant
Tenant shallshall
promptly
promptly paypay any
any underpayment or or receive
receive aa refund
refund of of any overpayment fiom
any overpayment from thethe insurance
insurance
reserve. If
reserve. If at
at any
any time Landlord reasonably
reasonably determines
determines that that amounts
amounts held held in
in the
the Insurance
Insurance
Reserve will
will not
not be or or are not then
are not then sufficient
sufficient t0
to pay
to pay the
the costs
costs of such
such insurance
insurance premiums
premiums when when
due or
or when reasonably foreseen to
reasonably foreseen to be
be due (the
(the amounts by by which
which thethe amounts
amounts so so held
held are
are
insufficient being an
insufficient being an "Insurance Deficiency"), then
“Insurance Deficiency"), then Tenant
Tenant willwill pay
pay thethe amount
amount of of the
the
Insurance
[nsurance Deficiency
Insurance Deficiency to to Landlord,
Landlord, 0r or if
or if directed
directed by by Landlord,
Landlord, to to Trustee,
Trustee, within
within five five (S)
(5)
business
business days
days following
following Landlord's written request.
Landlord’s written request.
(e)
(e) Notwithstanding
Notwithstanding anything
anything toto the contrary contained
the contrary contained herein
herein and
and subject
subject to
to
Section 12 of this
this Lease,
Lease, Landlord shall
shall
shall not be responsible
not be responsible for
for placing
placing oror maintaining
maintaining any
any
insurance
insurance with respect
respect to
to Tenant's, negligence liability,
Tenant‘s, negligence
Tenant’s, equipment, n’ade
liability, equipment, trade fixtures
trade fixtures or
or other
other
personal
personal property, or any
property, or any other
other matters
matters other
other than
than asas set
set forth
forth inin Section
Section 30(a),
30(a), and
and such
such
insurance shall be obtained,
insumnce shall obtained, placed and maintained
maintained byby Tenant atat its
its sole
sole cost
cost and
and expense.
expense.
31.
31. EXCULPATION
LANDLORD EXCULPATION
Anything contained herein to the

herein t0
to the contrary
contrary notwithstanding,
notwithstanding, any
any claim
claim based
based upon
upon liability
liability
of Landlord under this
of Landlord under this Lease shall be enforced only
shall be enforced only against the Landlord's interest in
against the Landlord’s interest in the
the
Premises and shall
shall not be enforced against
against the
the Landlord
Landlord individually
individually oror personally
personally other
other than
than
with respect
respect to
to fraud
fiaud or
fraud or the misappropriation of insurance
the misappropriation insurance or
or Condemnation
01' Condemnation proceeds.
proceeds. In
In no
no
event shall
shall any
any partner,
partner, shareholder, trustee, manager,
shareholder, trustee,
tmstee, manager, member,
member, beneficial
beneficial owner,
owner, officer,
officer,
director
director or
or other or agent
other owner or agent of Landlord have any
of Landlord any liability
liability under
under this
this Lease.
Lease.
32.
32. ENJOYNIENT
QUIET ENJOYMENT
Landlord warrants and agrees that

that Tenant,
Tenant, on
on paying
paying the
the Fixed
Fixed Rent,
Rent, Additional
Additional Rent
Rent and
and
other
other charges due hereunder and performing
performing all
all of
of Tenant’s
Tenant's other
other obligations
obligations pursuant
pursuant to to this
this
Lease,
Lease, shall
shall and may peaceably
peaceably and quietly
quietly have,
have, hold,
hold, and
and enjoy
enjoy the
the Premises
Premises for
for the
the full
full Tenn,
Term,
CTouBedomswolM
CT0|-aedoJu33991.14 30
30
c defmed
defined
(e)
(e) Net Proceeds
Net
in the
in
Proceeds held
Mortgage) or
the Mortgage) or in
by the
held by the Trustee
in accordance
shall be
Trustee shall
with other
accordance with
be invested
invested in
other standards
in Permitted
Permitted Investments
adopted by
standards adeptod
adopted
Investments (as
(as
Lender, Landlord
by Lender, Landlord
and Tenant from
and Tenant time to
fiom time
from to time,
time, and shall be
and shall be disbursed
disbursed in accordance with
in accordance the following
with the following
conditions:
conditions:
(i)
(i) If the
If the Restoration
Restoration Cost exceeds $250,000,
Cost exceeds before commencing the
$250,000, before the
Restoration
Restoration the
Restoration architects, general
the architects, general contractor(s),
contractor(s), and
and plans and specifications
plans and for the
specifications for Restoration
the Restoration
shall
shall be approved by
be approved by Landlord
Landlord and
and Lender,
Lender, which approval shall
which approval shall not
not be
be unreasonably
unreasonably withheld
withheld or
or
delayed;
delayed; and
and which
which approval
approval shall
shall be
be granted
granted to
to the
the extent
extent that
that the
the plans
plans and specifications
specifications
depict aa Restoration
depict which is
Restoration which is substantially
substantially similar
substantially similar to
to the
the improvements
improvements and and equipment which
equipment which
existed prior to
existed pn'or
prior to the
the occun'ence
occurrence of
occurrence the Casualty
of the Casualty oror Taking,
Taking, whichever
whichever is is applicable, or, if
applicable, or, if the
the
Building was
Building was under
under conslmcfion
construction prior
consu'uction prior thereto,
thereto, which depict aa Restoration
which depict Restoration toto the condition which
the condition
the
the Building
Building was to have been
to have constructed.
been constructed.
(ii)
(ii) At
At the time of
the time any requested
of any requested disbursement, no Material
disbursement, no Event of
Default
shall
shall exist and no
exist and no mechanics’
mechanics' or materialmen's liens
or materialmen’s liens shall
shall have been filed
have been and remain
filed and
(iii)
(iii) Disbursements shall
Disbursements shall be
be made fi'omfiom time to
from time
fime to time
time in an amount
in an amount not
not
exceeding the
exceeding the hard
hard and
and soft cost of
sofi cost of the work and
the work costs incuned
and costs incurred since
incurred since the last disbursement
the last disbursement upon
upon
receipt of (A)
receipt of (A) satisfactory
satisfactory evidence,
evidence, including
including architects'
architects' certificates of the
certificates of the stage
stage of completion,
completion,
of the
of estimated costs
the estimated costs of
of completion
completion and
and of performance of
of performance of the
the work
work toto date
date in a good
in a good and
and
workmanlike
workmanlike manner
worlananlike manner in in accordance
accordance with
with the
the contracts,
contracts, plans
plans and specifications, (B)
and specifications, (B) partial
partial
releases of liens,
releases of liens, if
if the
the same
same are
are obtainable
obtainable 0r,or, if
or, such partial
if such partial releases are not
releases are not obtainable,
obtainable,
endorsements
endorsements to to Landlord's
Landlord’s and
and Lender's
Lender’s title
title insurance
insurance policies
policies showing
showing no exceptions
exceptions for
for
mechanics' or materialmen’s
mechanics' or
mechanics‘ materialmen's or or any
any similar liens, and
similar liens, (C) other
and (C) reasonable evidence
other reasonable evidence ofof cost
cost and
payment so
payment so that Landlord and
that Landlord Lender can
and Lender can verify
verify that the amounts disbursed
that the disbursed from time
time to
to time
time are
are
represented by
represented by work
work that
that is
is completed
completed inin place
place or or delivered
delivered to the site
to the site and
and free
free and clear
clear of
of
mechanics' lien
mechanics’
mechanics“ lien claims.
claims.
(iv) Each request

(iv) request for
for disbursement
disbursement shall
shall be
be accompanied
accompanied byby aa certificate
certificate of
of
Tenant describing
Tenant describing the
the work, materials or
work, materials or other
other costs
costs or expenses for
or expenses for which payment
payment is
is requested,
requested,
stating the
stating the cost
cost incurred
incurred in connection therewith
in connection and stating
therewith and stating that
that Tenant
Tenant has
has not
not previously
previously
received payment
received payment for
for such work or
such work expense and
or expense and the
the certificate to be
certificate to be delivered
delivered by Tenant upon
by Tenant upon
completion of
completion of the
the work shall, in addition,
shall, in addition, state
state that
that the
the work has
has been
been substantially
substantially completed
completed
and complies
and with the
complies with the applicable
applicable requirements
requirements of this Lease.
of this Lease.
(v)
(v) Trustee may retain
The Trustee retain ten percent (10%)
percent
ten percent of the
(10%) of Net Proceeds
the Net Proceeds until
until the
the
Restoration is at
Restoration is at least
least fifty
fifiy percent
fifly percent (50%) complete, which
(50%) complete, which amount
amount may continue to
may continue to be held as
be held as
retainage
retainage until the Restoration
until the Restoration is substantially complete‘
is substantially complete.
complete.
(vi) At all
At
(vi) all times
times the
the undisbursed balance of
undisbursed balance of the Net Proceeds
the Net held by
Proceeds held by Trustee,
Trustee,
plus
plus any
any funds paid by
funds paid by Tenant for any
Tenant for deductibles under
any deductibles under the
the insurance policies or
insurance policies or for
for the cost of
the cost of
completing
completing thethe Restoration, shall be
Restoration, shall be not less than
not less than the
the cost
cost of completing the
of completing the Restoration,
Restoration, free and
fiee and
free
clear
clear of
of all liens.
all liens.
(Tomcaommm
cronawomsswlu
.I4 15
l)
lJ
( of this
this Section
Section 34(b).
34(b). Tenant covenants
covenants it (i) will
it (i) comply, and
will comply, and will
will cause
cause thethe Premises
Premises to to
comply,
comply, with
with all
all Environmental
Environmental Laws applicable to the Premises, (ii) will not
applicable to the Premises, (ii) will not use, and shalluse, and shall
prohibit the
prohibit the use
use ofof the Premises for
the Premises for Regulated
Regulated Activities
Activities or or for the storage,
for the storage, handling
handling or or disposal
disposal
of
of Hazardous Materials
Materials (other than in
(other than in connection
connection with the operation
with the operation andand maintenance
maintenance of of the
the
Premises and in in commercially
commercially reasonable
reasonable quantities
quantities as as aa consumer thereof, subject to
thereof, subject to
compliance
compliance with
with applicable
applicable Environmental
Environmental Laws), (iii)
Laws), (iii) will
will not install or permit the installation
not install or permit the installation
on the Premises of any
the Premisw any underground storage
storage tanks
tanks or surface impoundments
or surface impoundments and and shall not
shall not
permit there
permit there toto exist
exist any petroleum contamination
any petroleum contamination in in violation
violation of of applicable
Environmental
Laws originating
originating on the Premises, and (iv)
the Premises, (iv) shall cause any
shall cause alterations of
any alterations of the
the Premises
Premises to to be
be
done in
in aa way which complies
complies with
with applicable Environmental
Environmental Laws, including those relating to
applicable Envimnmental Laws, including those relating to
exposure
exposure of of persons working on or
persons working or visiting
visiting the the Premises
Premises to to Hazardous Materials and,
Hazardous Materials and, inin
connection
connection with any such
with any such alterations, shall remove
alterations, shall remove any any Hazardous
Hazardous Materials
Materials present
present upon
upon the
the
Premises which are are not
axe in compliance with
not in applicable Environmental
with applicable Environmental Laws or or which present aa
which present
danger to persons working
to persons working on or or visiting
visiting the Premises. Tenant
the Premises. will fully
Tenant will fully comply
comply with with all
all
registration
registration and reporting
reporting requirement applicable to
requirement applicable to the
the Premises
Premises or any part
or any part thereof or
pan thereof or
Tenant's use
Tenant’s use thereof, including without
thereof, including limitation all
without limitation all governmental
governmental requirements
requirements relating
relating to to
storage tanks.
storage tanks. Tenant will will add
add and maintain throughout
and maintain throughout the the Term Landlord
Lender as as
additional
additional insureds
insureds onon Tenant’s
0n Tenant's pollution
pollution liability
liability insurance policies.
insurance policies.
Notwithstanding
Notwithstanding any provision of
this Lease
Lease to
to the
the contrary,
contrary, Landlord
conlmly, Landlord agrees that Tenant
agrees that Tenant
use household
may use household and commercial cleaners
cleaners and chemicals to
and chemicals to maintain
maintain the Premises, provided
the Premises, provided
that such
that such use
use is
is in
in compliance
compliance with
with all Environmental Laws.
all Environmental Laws.
(c)
(c) If, at any
If, at any time during the
time during the Term,
Term, Hazardous
Hazardous Materials
Materials shall be found
shall be in, on or
found in, or
under the
under the Premises, and such
Premises, and Hazardous Materials
such Hazardous Materials have been caused
have been by Tenant,
caused by its contractors,
Tenant, its contractors,
contactors,
guests, and invitees,
guests, then Tenant shall
invitees, then shall (at Tenant's sole
(at Tenant’s sole expense),
expense), or
or shall
shall cause such
cause such
responsible third
responsible parties to,
third parties promptly commence and
to, promptly diligently prosecute
and diligently prosecute to
to completion
completion allall
investigation,
investigation, site
imiestigation, site monitoring, containment, cleanup,
monitoring, containment, cleanup, removal,
removal, restoration
restoration or other remedial
or other
0r remedial
work of any
any kind
kind or
or nature
nature (collectively,
(collectively, "Remedial to the
“Remedial Work") to extent required
the extent by
required by
Environmental Laws,
Laws, and in in compliance with
with Environmental
Environmental Laws,
Environmentai and at
Laws, and at Tenant's sole cost;
Tenant’s sole cost;
provided, that
provided, except as
that except as otherwise expressly provided
otherwise expressly provided in in this
this subparagraph (c), Landlord
subparagraph (c), Landlord shall
shall
not be required
not required to accept any
to accept institutional control
any institutional (such as
control (such a deed
as a deed restriction)
restriction) that
restriction) restricts the
that restricts the
permitted use
permitted of the
use of Premises or
the Premises or any real property
any real property as
as a condition to
a condition any remedial
to any remedial plan
plan approved
approved
by any
by any governmental
govemmental agency
governmental agency in in connection
connection with such Remedial
with such Remedial Work,
Work, and
and provided
provided further,
funher,
further,
that Tenant
that shall have no obligation
Tenant shall obligation toto perform
perform Remedial Work with respect to
with respect any Hazardous
to any Hazardous
Materials
Materials that have migrated
that have migrated onto
onto the
the Premises
Premises from anyany off-site location as
off-site location as the result of
the result of any
any
actions by third
actions by third parties
parties not
not afi'lliated
affiliated with
affiliated Tenant ("Third-Party
with Tenant (“Third-Party Contamination"),
Contamination"), unless itit is
Contamination“), unless is
technically impractical to perform

technically impractical to perform the the Remedial Work without also
without alsa performing such actions
perfonning such actions
also performing
with respect
with respect to
to such Third-Party Contamination
such Third-Party Contamination.
Contamination.
(d)
(d) To the
the extent that Tenant
extent that Tenant has
has knowledge thereof, Tenant shall
thereof, Tenant shall promptly
promptly provide
provide
written notice to
wn'tten notice
written to Landlord and Lender of
Landlord and any of
of any of the
the following matters which
following matters which are
are not
not specified
specified
in the Environmental
in the Environmental Reports
Reports described on Exhibit
described on Exhibit D hereto:
hereto:
(i)
(i) any proceeding
any proceeding or investigation commenced or
or investigation or threatened
threatened by any
by any
governmental authority with
governmental authority with re3pect
respect to
respect to the
the presence of any
presence of any Hazardous
Hazardous Material affecting the
Material affecting the
Premises;
Premises;
monsedmmssgmm
r'Tonacdomsagol .M 32
32
(ii)
(ii) any proceeding or
any proceeding or investigation
investigation commenced
commenced or or threatened
threatened by by any
any
governmental
governmental authority,
authority, against
against Tenant or Landlord
Tenant or Landlord oror Lender,
Lender, with
with respect to the
respect to
t0 the presence,
presence,
suspected
suspected presence,
presence, release or threatened
release or
release threatened release
thmatened of Hazardous
release of Hazardous Materials
Materials fi'orn
from the
fi'om the Premises;
Premises;
(iii)
(iii)
(iii) all
all written
written notices of any
notices of any pending
pending oror threatened
threatened investigation
investigation or
or claims
claims
made or
or any lawsuit or
any lawsuit other legal
or other action or
legal action or proceeding
proceeding brought
brought byby any
any person
person against
against (A)
(A)
Tenant
Tenant or
or Landlord
Landlord oror Lender or the
Lender or the Premises,
Premises, or (B) any
or (B) any other
other party
party occupying
occupying the
the Premises
Premises or
or
any
any portion
portion thereof,
thereof, in any such
in any such case relating to
case relating any loss
to any loss or
or injury
injury allegedly
allegedly resulting
resulting fi'om
from any
any
Hazardous
Hazardous Material
Material or
or relating
relating to
to any violation or
any violation or alleged
alleged violation
violation of
Violation of Environmental
Environmental Laws;
Laws;
(iv)
(iv) the discovery
the discovery of of any
any occurrence
occurrence or or condition
condition on on the
0n the Premises,
Premises, of of which
0f which
Tenant
Tenant becomes aware and which
awane and
aware which isis not corrected within
not corrected within thirty
thirty (30)
(30) days,
days, or
or written
written notice
notice
received
received by Tenant of
by Tenant of an occurrence or
an occurrence condition on
or condition on any
any real
real property
property adjoining
adjoining or
or in
in the
the vicinity
vicinity
of
of the Premises, which reasonably
Premises, which
the Premisas, could be
reasonably could be expected
expected to to lead
lead toto the
the Premises
Premises or or any
any portion
portion
thereof being in violation of any
thereof being in violation of any Environmental
Environmental Laws or
0r
or subject
subject to any restriction on ownership,
to any resuiction on ownership,
restn'ction
occupancy,
occupancy, transferability
transferability or
transfembility or use under any
use under any Environmental
Environmental Laws Laws or or which
which might
might subject
subject
Landlord
Lender to to any
t0 Environmental Claim.
any Environmental Claim. "Environmental
“Environmental Claim” Claim" means
means any any claim,
claim,
action,
action, investigation
investigation or or written
0r notice by
written notice by any
any person
person alleging
alleging potential
potential liability
liability (including,
(including,
without limitation,
without limitation, potential
potential liability
liability for investigatory costs,
for investigatory costs, cleanup
cleanup costs,
costs, governmental
governmental
response costs,
reSponse
response natural resource
costs, natural
costs, resource damages, property damages,
damages, property damages, personal
personal injuries
injuries oror penalties)
penalties)
arising
arising out
out of, based on or
of, basad
based resulting from
or resulting (A) the
from (A) presence, or
the presence, or release
release into
into the
the environment,
environment, of of
any
any Hazardous
Hazardous Materials
Materials at at the
the Premises,
Premises, or or (B)
(B) circumstances
circumstances formingforming thethe basis
basis of of any
any
violation,
violation, or
or alleged
alleged violation,
violation, ofof any Environmental Law;
any Environmental Law; andand
(v)
(v) the
the and completion
commencement and completion of
of any
any Remedial
Remedial Work.
Work.
(e)
(e) TENANT SHALL BE SOLELY RESPONSIBLE FOR AND SHALL SHALL PAY
PAY
ALL DEMANDS, CLAIMS, ACTIONS, CAUSES 0F OF ACTION,
ACHON, ASSESSMENTS,
ASSESSMENTS,
ASSESSNENTS,
LIABILITES, INVESTIGATIONS, WRITTEN NOTICES,
LOSSES, DAMAGES, LIABILITIES, NOTICES,
COSTS AND EXPENSES 0F SUFFERED 0R
OF ANY KIND SUFFERED OR INCURRED
INCURRED BY ANY ANY
COVERED PARTY (INCLUDING, WITHOUT LIMITATION, DIMINUTION
LIMITATION, DIMINUTION 1N IN
IN
PROPERTY VALUE AND REASONABLE EXPENSES EXPENSES 0F OF INVESTIGATION BY BY
ENGINEERS, ENVIRONMENTAL CONSULTANTS AND SIMILAR TECHNICAL
AND SIMILAR TECHNICAL
PERSONNEL AND REASONABLE FEES AND DISBURSEMENTS OF
PERSONNEL COUNSEL TO
0F COUNSEL T0
ANY COVERED PARTY), ARISING OUT OF, 0F, IN RESPECT
RESPECT OF OF
0F OR
0R IN
IN
CONNECTION WITH (I) (I) TENANT’S BREACH 0F
TENANT'S OF ITS REPRESENTATIONS,
REPRESENTATIONS,
WARRANTIES, COVENANTS OR 0R OBLIGATIONS
OBLIGATIONS 1N IN THIS
IN TIDS LEASE, (II) THE
LEASE, (II)
OCCURRENCE OF ACHVITY AT,
0F ANY REGULATED ACTIVITY ON 0R
AT, 0N OR UNDER
UNDER THETHE
TIME DURING 0R
PREMISES AT ANY TINIE TO THE TERM OF
OR PRIOR T0
To 0F THIS
THIS LEASE,
LEASE,
(III) ENVIRONNENTAL CLAIM WITH RESPECT T0
(III) ANY ENVIRONMENTAL TO THE PREMISES,
PREMISES, (IV)
(IV)
THE RELEASE, THREATENED RELEASE OR 0R PRESENCE
PRESENCE OF 0F ANY HAZARDOUS
MATERIALS AT, ON, 0N, UNDER 0R OR FROM THE PREMISES,
PREMISES, REGARDLESS OF
PRENHSES, 0F
How
HOW DISCOVERED BY TENANT, LANDLORD OR
HOW 0R ANY THIRD PARTY, EXCEPT
TIDRD PARTY,
T0 THE EXTENT THAT TENANT CAN DEMONSTRATE
TO DEMONSTRATE THAT SUCH SUCH RELEASE,
RELEASE,
THREATENED RELEASE OR 0R PRESENCE OCCURRED SOLELY SUBSEQUENT
SUBSEQUENT
To THE TERM OF
TO 0F THIS LEASE, (V)(V) ANY REMEDIAL WORK REQUIRED To TO BE
PERFORMED PURSUANT To TO ANY ENVIRONMENTAL LAW OR 0R THE TERMS
CTonaedoJuamua
I 'sBedoJuMWI 4‘ I 33
333
3
HEREOF WITH RESPECT TOT0 MATTERS ARISING OR OCCURRING PRIOR PRIOR T0
TO
OR DURING THE TERM, OR (VI) ARISING UNDER 0R
(VI) ANY MATTERS ARISING OR
OR
RELATING TO ENVIRONNENTAL LAW AND RELATING TO THE
T0 ANY ENVIRONIVIENTAL
ENVIRONMENTAL THE TENANT
OR THE PREMISES. LANDLORD ACKNOWLEDGES THAT,
THAT,
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT THAT THE THE
FOREGOING PROVISIONS IN TillS
PROVISIONS IN THIS PARAGRAPH 34(e) ARE DEEMED
34(e) ARE DEENIED T0
TO BE AN
BE AN
PROVISIONS MAY NOT BE
INDEMNIFICATION, SUCH PROVISIONS ENFORCEABLE UNDER
BE ENFORCEABLE UNDER
APPLICABLE LAWS.
(f)
(t)
(f) Landlord
Landlord and and Tenant
Tenant acknowledge
aclmowledge the the presence
presence of of certain
certain underground
underground storage
storage
tanks
tanks and
and above-ground
above-ground storage tanks and
storage tanks
sterage and associated
associated pumps
pumps and and piping
piping at at the
the Premises
Premises as as
described in the Environmental
described in the Environmental Reports Reports (together with any and all additional
Repons (together with any and all additional tanks and tanks and
associated
associated pumps and piping as
and piping as may hereafter be
hereafter be located
located on on oror under
under the the Premises,
Premises,
collectively,
collectively, thethe "Storage Tanks"). Landlord
“Storage Tanks").
Tanks”). Landlord andand Tenant
Tenant agree
agree that
that Tenant
Tenant is.
is, and
and shall
shall remain
remain
at
at all
all times
times during
during thethe term
term ofof this Lease, the
this Lease, the sole
sole and
and exclusive
exclusive holder
holder ofof title
title to
title to the
the Storage
Storage
Tanks.
Tanks. Without
Without limiting
limiting the breadth of
the breadth of any
any other
other Tenant
Tenant covenant
covenant in in this
this Section
Section 34, 34, Tenant
Tenant
agrees
agrees that
that it
it shall be solely
shall be solely responsible
responsible for for all
all regulatory compliance obligations
regulatory compliance obligations arising
arising under
under
Environmental
Environmental Laws in connection with
in connection the Storage
with the Storage Tanks.
Tanks. Tenant
Tenant agrees,
agrees, atat its
its sole
sole expense,
expense,
to
to remove allall Storage
Storage Tanks fiom from the
flom the Premises
Premises by by no
no later
later than
than seventy-five
seventy-five (75)
(75) days
days prior
prior to
to
the
the expiration
expiration or or earlier
earlier termination
this Lease
Lease andand comply
comply with with allall tank
tank closure
closure
requirements,
requirements, including
including anyany further
further investigations
investigations and
investigations and remedial
remedial actions,
actions, as
as may be be required
required by by
any
any federal,
federal, state
state and/or
and/or local
andfor local governmental agency
10cal agency exercising
exercising jurisdiction
jurisdiction with
with respect
respect toto the
t0 the
Storage
Storage Tanks
Tanks in in connection
connection with tht) same.
with the same.
(g)
(g) Tenant shall
shall provide
provide such such infonnation
information and
information and certifications
certifications which
which Landlord
Landlord may may
reasonably
reasonably request,
request, from time
time to
to time,
time, to
to ensure
ensure Tenant's
Tenant’s
Tenant's compliance
compliance with
with Environmental
Environmental
Laws. In
Laws. In the
the event
event that
that Landlord
Landlord has reason to
has reason to believe
believe thatthat (i)
(i) Tenant
Tenant hashas failed
failed toto comply
comply
with
with any
any Environmental
Environmental Laws, Laws, oror (ii)
(ii) there exists aa threat
there exists threat ofof harm
harm to to the
the environment
environment or or human
human
health,
health, Landlord or or its agent shall
its agent shall have the the right,
right, but
but not
not the
the obligation,
obligation, at at any
any time
time dufing
during
during
business
business hours
hours oror otherwise
otherwise upon reasonable
reasonable written notice, to
written notice, to enter
enter upon the the Premises,
Premises, andand
conduct or cause to
or cause to bebe conducted
conducted aa Phase Phase II environmental
environmental site site assessment
assessment and/or
and/or compliance
compliance
audit,
audit, at
audit. at Landlord's
Landlord’s solesole expense (unless(unless such
such Phase
Phase II environmental
assessment and/or
and/or
compliance
compliance auditaudit concludes that (i) Tenant
that (i) Tenant hashas failed
failed toto comply
comply with with any
any ofof the
the requirements
requirements
of
of this
this Section
Section 34,34, or
or (ii)
(ii) there exists aa threat
there exists threat of
of harm
harm to to the
the environment
environment or or human
human health,
health, inin
which case Tenant shall
case Tenant pay for
shall pay for any such Phase
any such Phase II environmental
assessment and/or
and/or
andz’or
compliance audit).
audit). In the event
In the event such
such Phase
Phase II environmental
assessment or or compliance
compliance
audit
audit recommends further testing, then
further testing, then Landlord
Landlord or or its
its agent
agent shall
shall likewise
likewise have
have thethe right,
right, but
right, but
not
not the
the obligation,
obligation, at at any
any time during business
time during business hours
hours or or otherwise
otherwise upon reasonable
reasonable written
written
notice, to
notice, to enter
enter upon the the Property
Property and conductconduct or or cause
cause to to bebe conducted,
conducted, such such additional
additional
assessment as
assessment as may be be required
required by by Landlord,
Landlord, including
including without
without limitation
limitation testing,
testing, atat Tenant’s
Tenant's
sole expense.
sole expense.
(h) The obligations

(h) obligations of
Obligations 0f the Tenant
of the Tenant under this Section
under this Section 34 shall
shall survive
survive the
the termination
termination
tennination
of this
this Lease.
Leasa.
Lease.
CTOI Bcdommm J4
CTOIchdoMXJQQLM
CTo \BedoJ\483991.14
I
‘
34
34
( designee
dcsignee shall
designee shall accept
accept such
such title,
title, subject, however, to
subject, however, to the
the condition
condition of of the
the Premises
Premises on on the
the date
date
of
of purchase
purchase and and allall applicable
applicable Laws Laws and Legal Requirements,
and Legal Requirements, but but fleefree of
free of thethe lien
lien ofof any
any
Mortgage
Mortgage heldheld byby Lender
Lender and
and of
of liens,
liens, and
and encumbrances
encumbrances resulting
resulting from
fiom
from acts
acts of
0f
of Landlord
Landlord taken
taken
without
without the consent of
the consent of Tenant.
Tenant. Upon Upon thethe Involuntary Conversion Termination
Involuntary Conversion
InVOluntary Termination Date Datehereunder,
hereunder,
Tenant shall, by wire transfer of immediately available funds,
Tenant shall, by wire transfer of immediately available funds, pay into the same account orpay into the same account ortoto
the
the same
same address
address as as then
then designated
designated for for the payment of
the payment of Fixed
Fixed Rent,
Rent, the
the Stipulated
Stipulated Loss Loss Value
Value
shown
shown on on Schedule
Schedule 1 1 hereto,
hereto, together
together withwith allall Fixed
Fixed Rent,
Rent, Additional
Additional Rent,Rent, and and other
other sums
sums
then due and payable or accrued
then due and payable or accrued hereunder t0 hereunder to and including such date of purchase,
to and including such date of purchase, and there and there
shall be delivered to Tenant
shall be delivered to Tenant a Special a special warranty
special wmnty deed (or its local equivalent)
warranty deed (or its local equivalent) and any other and any other
instruments
instruments necessary
necessary to to convey
convey the the title
title thereto described above
thereto described above andand to to assign
assign any any other
other
property
property then
then required
required to to be
be assigned
assigned by by Landlord
Landlord pursuant
pursuant hereto.
hereto. Landlord
Landlord shall shall paypay the
the
following
following charges
charges incident
incident to to such
such conveyance
conveyance and
and assignment, including,
assignment, including, its
its counsel
counsel fees,
fees, V2 Yz
1/2
of
of the
the escrow
escrow fees,
fees, recording
recording fees, title insurance
fees, title insurance premiums,
premiums, transfer
transfer taxestaxes and and allall other
other
applicable
applicable taxes
taxes (other
(other thanthan any
any franchise,
franchise, income
fi’anchise, income or or capital
capital gains
gains tax,
tax, oror anyany similar
similar state,
state,
local,
local, foreign
foreign or or successor
successor provision)
provision) whichwhich may may be be imposed
imposed by by reason
reason of of such
such conveyance
conveyance
and
and assignment
assignment and
assiment and the
the delivery
delivery of said deed
of said deed or or conveyance
conveyance and and other
other insflmnents
instruments regardless
instruments regardless
of
ofwho
who isis required
required to to pay
pay such
such taxes
taxes under
under StateState oror local
local law
law oror custom.
custom. Tenant
Tenant shall shall pay
paythethe
following
following charges
charges incident to
charges incident to such conveyance and
such conveyance and assignment:
assignment: its its counsel
counsel fees fees andand V2Yz of
‘/2 ofthethe
escrow
escrow fees.
fees. Upon
Upon the completion of
the completion of such purchase of
such purchase of the
the entire
entire Premises
Premises by by Tenant
Tenant but but not
not
prior
prior thereto
thereto (whether
(whether or or not
not any delay or
any delay or failure
failure inin the
the completion
completion of of such
such purchase
purchase shall shallbe be
the fault of
the fault of Landlord),
Landlord), this this Lease
Lease shall terminate,
terminate,
shall terminate. except
except with
with respect
respect to
to indemnifications,
indemnifications,
obligations
obligations and and liabilities
liabilities of Tenant hereunder,
hereunder, actualactual or or contingent,
contingent, which
which have have arisen
arisen on on oror
prior to
prior to such
such completion
completion of of such purchase,
purchase, and and except
except for for the
the provisions
provisions of ofSections
Sections 26 26 and
and34 34
of
ofthis
this Part
Part II,
II, all
all of
of which
which shall
shall survive
survive suchsuch termination
this Lease.
Lease. Prior
Priortoto the the completion
completion
of
ofsuch
such purchase,
purchase, thisthis Lease
Lease shall
shall continue
continue in in full
full force
force andand effect,
effect, and
and Tenant
Tenant shall shallcontinue
continuetoto
be
be obligated
obligated for for Fixed
Fixed Rent,
Rent, Additional
Additional Rent Rent and and allall other
other sums
sums thenthen due due and and payable
payable
hereunder,
hereunder, without
without setoff,
setoff, counterclaim, recoupment, abatement,
counterclaim, recoupment, abatement, suspension,
suspension, reductionreduction or or
defense.
defense.
(e)
(e) In
In the event of any
the event any Taking ofof aa portion
portion of of the
the Premises
Premises which
which does
does not
not result
resultininaa
termination of
termination of this
this Lease,
Lease, the the net
net award resulting
resulting fromfiom
from the
the Taking;
Taking; i.e.,
i.e., after
after deducting
deducting
therefrom all reasonable expenses incurred in the collection thereof, shall be held
therefrom all reasonable expenses incmred
incurred in the collection thereof, shall be held inin
accordance
accordance with with Section 13(c) of this
Section 13(c)
13(0) this Part II.
II.
[1. In the
In the event
event of
of any
any such
such Taking,
Taking, Tenant
Tenant shall
shall
promptly
promptly commence
commence and and diligently
diligently complete
complete the the Restoration
Restoration (as(as defined
defmed in in Section
Section 13(c)
13(c) ofof
this
this Part
Part II)
II) of
of the
the Premises
Premises in in accordance with all
accordance with all Laws
Laws andand Legal
Legal Requirements
Requirements and and all
all other
other
terms of
terms of this
this Lease,
Lease, and
and asas aa service
service to Tenant, Landlord
to Tenant, Landlord shall
shall provide
provide construction
construction supervisory
supervisory
services to assist Tenant in completing such restoration,
services to assist Tenant in completing such restoration, provided that Landlord
provided that Landlord shall
shall not
not bebe
entitled
entitled to
to charge
charge any any fee
fee for
for acting
acting as
as construction supervisor hereunder.
construction supervisor hereunder. AnyAnynet net award
award from
from
Condemnation
Condemnation not not resulting
resulting in in a
a termination
termination 0f of this
of this Lease
Lease shall
shall be
be disbursed
disbursed in in the
the same
same
manner as set forth in Section 13(e) of this Part II. Tenant shall be responsible for funding any
manner as set forth in Section 13(c)
13(6) of this Part II. Tenant shall be responsible for funding any
excess of
excess ofthe
the restoration
restoration costcost over
over the amount of
the amount of any
any condemnation
condemnation award.
award.
(f)
(0
(f)No agreement
N0
No agreement with
with any Taking
Taking authority
authority in
in settlement
settlement ofof or
or under
under threat
threat of
ofany
any
Taking shall be
Taking shall made by
be made by Landlord
Landlord or Lender without
or Lender without Tenant's prior
Tenant’s prior written
written consent
wrinen consent (provided,
(provided,
that
that Tenant's
Tenant’s consent
consent shall not be
shall not be required if aa Material
required if Event of
Default then
then exists
exists and
and isis
continuing), or by Tenant Landlord’s and Lender’s
continuing), or by Tenant without Landlord's and Lender's prior written consent.
without prior written consent.
L'Toxxaedommma
amusedamsgel
CTO .m
I \BedoJ\483991.14 l8
18
18
c proceedings
proceedings including,
property
property or
including, without
or assets
without limitation,
whatsoever, including,
assets whatsoever,
the making enforcement
limitation, the
including, Without
enforcement or
without limitation,
without limitation, the
or execution
execution against
the Premises
against any
(irrespective of
Premises (irrespective
any
of its
its
use
use or
or intended
0r intended use)
use) of
use] of any order or
any order judgment which
or judgment which may he
be made or
be or given
given in
in the
the proceedings;
proceedings;
and
and
(c)
(c) Tenant irrevocably and
Tenant irrevocably and unconditionally
unconditionally acknowledges
acknowledges that
that the
the execution,
execution, delivery
delivery
and performance of this
and performance this Agreement shall be deemed to
shall be to constitute
constitute private
private and
and commercial
commercial (and
(and
not
not public)
public) acts
acts of
of Tenant for
for purposes
purposes of
of any
any applicable
applicable immunity
immunity Laws.
Laws.
38.
38. MISCELLANEO QS
MISCELLANEOUS
(a)
(a) This
This Lease
Lease shall
shall be
be governed and construed
governed and construed in
in accordance
accordance with
with the
the Laws
Laws of
of the
the
state
state ofTexas.
0f Texas.
of
(b)
(b) The headings
headings of
of the Sections 0f
the Sections of Part
of Part II and
and Part
Part II,
II, are
are for
for convenient
convenient reference
reference
only,
only, and are
are not to be
not t0
to construed as
be construed part of
pan
as part of this
0f this Lease.
Lease.
(c)
(c) The language
language of
of this
0f this Lease shall
shall be
be construed
construed according
according to
to its
its plain
plain meaning,
meaning, and
and
not
not strictly
stn'ctly for or
strictly for or against
against Landlord or Tenant; and
or Tenant; and the
the construction
construction ofof this
this Lease
Lease and
and of
of any
any of
of
its
its provisions
provisions shall
shall be unaffected
unaffected byby any
any argument
argument or or claim
claim that
that this
this Lease
Lease hashas been
been prepared,
prepared,
'm
wholly oror in
in substantial
substantial part,
part, by or on behalf
by or behalf of
of Tenant or
ofTenant or Landlord.
Landlord.
(d)
(d) Landlord and Tenant
Tenant each
each warrant and represent
warrant and represent to
to the
the other,
other, that
that each
each has
has full
full
right
right to
to enter
enter into
into this
this Lease
Lease and that there are
that there are n0
no impediments,
no impediments, contractual
contractual or
contractual or otherwise,
otherwise, to
to full
full
performance hereunder.
hereunder.
(e)
(e)This Lease shall
This Lease be binding
shall be binding upon the
the parties
parties hereto
hereto and
and shall
shall inure
inure to
to the
the benefit
benefit
benefit
of
of and be binding
binding upon the
binding the heirs,
heirs, executors, administrators, successors and assims
executors, administrators, successors and assigns of
assigns of Landlord
Landlord
and the
the successors
successors and assigns of Tenant.
assigns ofTenant.
of Tenant.
(f)
(f) In
In the
Ln the event of
0f any suit, action,
any suit, action, or
or other
other proceeding
proceeding at at law oror in
in equity,
equity, by
by either
either
party
party hereto
hereto against the other,
against the other, by
by reason
reason of any
any matter
matter axising
arising out
arising out of
of this
this Lease,
Lease, the
the prevailing
prevailing
party
party shall
parry shall recover, not only
recover, not
recovar, only its
its legal
legal costs,
costs, but
but also
also reasonable
reasonable attorneys”
attorneys' fees
attomeys’ fees {to
(to be
(to be fixed
fixed by
by
the Court) for the
the Court) for the maintenance or defense of said
or defense said suit,
suit, action or
action or other
other proceeding,
proceeding, as as the
the case
case
maybe.
may be.
(g)
(g) A waiver by
by either
either party any breach(es)
patty of any
party breach(es) by
by the
the other
other of any
any one
one or
or more
0r more of
of the
the
or conditions of this
covenants, agreements, or Lease, shall
this Lease, shall not
not bar
bar the
the enforcement
enforcement of
of any
any tights
rights
rights
or remedies for
for any subsequent breach of any
any subsequent any 0f the same
of the same oror other
other covenants,
covenants, agreements,
agreements, or
or
conditions.
conditions.
(h)
(h) This Lease and the referenced schedules
the referenced schedules andand exhibits
exhibits set
set forth
forth the
fonh the entire
entire
agreement between thethe parties
parties hereto and may not
hereto and not be
be amended,
amended, changed
changed oror terminated
terminated omlly
orally or
orally or
by
by any agreement unless such agreement shall
unless such shall
shall he in writing
be in
tn writing and
and signed
signed byby Tenant
Tenant andand
Landlord and approved in in writing by the
writing by the Lender. Landlord and
Lender. Landlord and Tenant
Tenant further
further agree
fiu‘thzr agree that
that this
this
Lease shall
shall not
not be amended and no amendment shall shall
shall be effective unless any
effective unless any guarantor
guarantor ofof the
0f the
Tenant's
Tenant’s obligations under this
this Lease,
Lease, remain liable
liable for
for all
all of the
the Tenant’s
Tenant's obligations
Tenant's obligations under
under
this
this Lease notwithstanding such amendment.
CTOINBedoM8399l. H
CTOI\BedoJ\483991.14
CTOIxsedomss99l.m 36
(i)
(i) If
If any
any prov1s1on
provision ofof this
this Lease
Lease or or the
the application
application thereof
thereof to
to any
any persons
persons or or
circumstances
circumstances shall
shall to
to any
any extent
extent be
be invalid or unenforceable,
invalid or unenforceable, the
the remainder
remainder of
of this
this Lease
Lease 0r or
or
the
the application
application ofof such
such provision
provision toto persons
persons or
or circumstances other than
circumstances other than
circumstances those
those to
to which
which it
it is
is
held invalid or
held invalid or unenforceable
unenforceable shall
unenforceabie not be
shall not be affected thereby, and
affected thereby, and each
each provision
provision of
of this
this Lease
Lease
shall
shall be
be valid
valid and
and enforceable
enforceable to
cnfomeablc to the
the fullest
fullest extent permitted by
extent permitted by Law.
Law.
U)
(j)
The
The submission
submission of
of this
this Lease for examination
Lease for examination does
does not
not constitute
constitute aa reservation
reservation of
of
or
or agreement
agreement toto lease
lease the
the Premises;
Premises; and
and this Lease shall
this Lease shall become
become effective
effective and
efiective and binding
binding only
only
upon
upon proper
proper execution
execution and
and unconditional
unconditional delivery thereof by
delivery thereof by Landlord
Landlord and
and Tenant.
Tenant.
(k)
(k) When
When thethe context
context in
in which
which words are used in
are used in this
this Lease
Lease indicates
indicates that
that such
such isis the
the
intent,
intent, words
words in
in the
'Lu
the singular
singular number shall
shall include the plural
include the plural and
and yic_c
vice versa,
Egg versa, and
and wonds
words in the
words in the
masculine
masculine gender
gender shall
shall include
include the
include the feminine and neuter
feminine and neuter genders
genders and
and 11:03
v_ic_e m.
vice ~- Further,Further,
references
references toto "person"
"person” or
“person” or "persons"
“persons” in
in this Lease shall
this Lease shall mean
mean andand include
include any
any natural
natural person
person
and any corporation, partnership, joint venture, limited liability company,
and any corporation, partnership, joint venture, limited liability company, trust
trust or other entity
or other entity
whatsoever.
whatsoever.
(1)
(1)
(l) All
All references
references to to "business
“business days" contained herein
days” contained herein are
are references
references to
to normal
normal
working
working business
business days,
days, i.e.,
ii, Monday through
i_._§_., through Friday of each
Friday of each calendar
calendar week,
week, exclusive
exclusive of
of
federal
federal and
and national
national bank holidays.
holidays.
(m) Time
(m) Time isis of the
the essence
essence in
in the payment and performance
the payment performance of
of the
the obligations
obligations of
of
Tenant
Tenant under
under this
this Lease.
Lease.
39.
39. PURC
PURCHASE
PURCHASE
SE OPTION.
OPTION.
(a)
(a) Purchase Option.
Ogtion. Provided thatthat no Material
Material Event
Event of
of Default
Default is
is continuing,
continuing, and
and
subject
subject toto the
the requirements setset forth
forth in
in paragraph (c)
(c) below, on the
below, on the last
last day
day 0fof the
of the Primary
Primary
Term
Tenn or
Term or applicable
applicable Renewal Term,
Term, time being 0f the essence
of the essence with
with respect
respect to
to such
such date
date (the
(the
"Purchase
“Purchase Date"),
Date”), Tenant
Tenant shall
shall have thethe option
option (the
(the “Purchase
"Purchase Option”)
Option") to to purchase
purchase thethe
Premises
Premises and the land and
and the land
[and and improvements demised under the Other Leases (collectively,
the Other Leases (collectively, the
the
"Properties")
“Properties”) from
from the Landlord forfor the price
price equal
equal to
to the
the Fair
Fair Market
Market Value
Value (defined
(defined below)
below) ofof
the
the Properties
Properties (the
Pmperties (the "Purchase
“Purchase Option Price").
Price”).
(b)
(b) Notice.
Notice. Tenant's
Tenant’s right
right to
to exercise the Purchase
Purchase Option
Option is
is subject
subject to
to Tenant
Tenant giving
giving
Landlord written notice of its
Landlord written its election to exercise the
to exercise the Purchase
Purchase Option
Option (the
(the “Purchase
"Purchase Option
Option
Notice”) not
Notice") not less
less than twelve (12)
than twelve (12) months priorprior to the last
to the last day
day 0f
of the
of the Primary
Primary TermTerm or or
applicable Renewal Term. The Purchase Option Notice shall
applicable Renewal shall specify
specify the
the Fair
Fair Market
Market Value
Value 0f of
of
the
the Properties
Properties and the determination as to how the
as to the Fair
Fair Market
Market Value
Value was
was derived.
derived. Landlord
Landlord
shall
shall have
have 3030 days
days from
from the
the date
date of
0f receipt
of receipt of
raceipt the Purchase
of the Purchase Option
Option Notice
Notice toto object
object toto the
the
determination of the Fair Market Value in accordance with the provisions of paragraph (e)
determination of the Fair Market Value
Valuc in accordance with the provisions of
0f paragraph (e)
below. If
below. If Landlord
Landlord fails
fails to
to respond
respond to to the Purchase Option
the Purchase Option Notice
Notice within
within such
such 3O30 day
30 day period‘
period,
period,
Tenant
Tenant shall
shall send
send aa second
second copy
ccpy ofof the Purchase Option
the Purchase Option Notice
Notice to
to Landlord
Landlord (the(the "Second
“Second
''Second
Purchase
Purchase Option
Option Notice")
Notice”) with
Notice") with a a statement
statement in in bold that reads
bold that "F AlLURE TO
reads “FAILURE RESPOND TO
TO RESPOND TO
THIS
THIS NOTICE WITHIN FIFTEEN ((15) BUSINESS DAYS AFTER
15) BUSINESS DAYS AFTER RECEIPT BY RECEIPT BY
LANDLORD SHALL BE
LANDLORD BE DEEMED ACCEPTANCE.”
ACCEPTANCE."
ACCEPTANCE." Failure Failure by
by Landlord
Landlord to to object
object to
to the
the
Fair Market Value
Fair Market Value determination
determination set set forth
forth in the Second
in the Purchase Option
Second Purchase Option Notice
Notice within
within fifteen
fifteen
CTOI-‘Bcdomsmua
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CTO I \BedoJ\48 3991 .14
i I 37
37
alterations
alterations which
which Tenant
Tenant isis permitted to make
permitted to
1's make hereunder;
hereunder; provided
provided none
none of
of the
the foregoing
foregoing shall,
shall,
in
in any
any manner,
manner, result
result in
in aa material
material reduction of access
reduction of access t0
to the
to the Premises,
Premises, aa diminution
Premism, diminution in
in the
the
value of
value of the
the Premises,
Premises, or a change
or a change in
in zoning.
zoning.
(d)
(d) Tenant
Tenant agrees
agrees that
that in
connection with any alteration
alteration onon the
the Premises:
Premises: (i)(i) the
the fair
fair
market value of
market value of the
the Premises
Premises shall
shall not be lessened
not be lessened as as aa result
result of
of any
any such
such alteration,
alteration, or or its
its
structural
structural integrity impaired;
integrity impaired; (ii) (ii) all
all such
such alterations
alterations shall
shall be
be performed
performed in ain a good
good and
and
workmanlike
workmanlike manner,
manner, and
and shall
shall be expeditiously completed
be expeditiously completed in in compliance
compliance withwith all
all Laws
Laws andand
Legal
Legal Requirements;
Requirements; (iii)(iii) Tenant
Tenant shall promptly pay
shall promptly pay all
all costs
costs and
and expenses
expenses of of any
any such
such
alteration;
alteration; (iv)
(iv) Tenant
Tenant shall
shall procure
procure andand pay
pay for
for all
all permits
permits andand licenses
licenses required
required inin connection
connection
with
with any
any such
such alteration; (v)
alteration; (v) upon
upon undertaking
undertaking any upgrades
any upgrades or or
0r modifications
modifications to
to the
the Premises,
Premises,
to
to notify
notify Landlord
Landlord andand Lender
Lender ofof the nature thereof,
the nature and (vi)
thereof, and (vi) all
all alterations
alterations shall
shall be
be made
made under
under
the
the supervision
supervision of of an
an architect
architect or engineer and
or engineer and inin accordance
accordance with with plans
plans and
and specifications
specifications
which shall
shall be
be submitted
submined to
submitted to Landlord
Lender to to permit
permit Landlord
Landlord and
and Lender
Lender to to confirm
confirm
confiml
that
that the
the requirements hereof are
requirements hereof arc satisfied)
are satisfied) prior to the
prior to the commencement
the alterations.
alterations.
(e)
(e) All
A11 contracts
contracts and payments to
and payments to contractors,
contractors, subcontractors,
subcontractors, suppliers
suppliers and
and other
other
persons
persons in
connection with alteration, Restoration,
any alteration, repair or
Restoration, repair or other
other work
work performed
performed at
at the
the
Premises
Premises shall
shall be
be entered
entered into, and performed
into, made and in compliance
performed in compliance with
with all
all Laws
Laws and
and Legal
Legal
Requirements.
Requirements.
17.
17. SURRENDER
At the
the expiration
expiration or or other termination of
other termination of this
this Lease,
Lease, Tenant
Tenant shall
shall surrender
surrender thethe Premises
Premises
to
to Landlord
Landlord in in as
as good order
order and
and condition
condition asas they
they were
were atat the
the commencement
the Term
Term or or
may be be put
put in
in thereafter
thereafter inin accordance
accordance with
with this Lease, reasonable
this Lease, reasonable wearwear and
and tear
tear and
and (other
(other than
than
for
for any
any Restoration
Restoration required
required byby the
the terms
terms ofof this
this Lease)
Lease) damage
damage to to the
the Premises
Premises any any Major
Major
Condemnation of of the
the Premises
Premises excepted.
excepted. All alterations,
All alterations, except
except Tenant’s
Tenant's furniture,
furniture, trade
fumiturc, trade
fixtures, satellite communications dish and equipment, computer and other similar moveable
fixtures, satellite communications dish and equipment, computer and other similar moveable
shelving ("trade
equipment and shelving (“trade fixtures"), shall become the
fixtures”), shall
fixtures”). the property
property ofof Landlord
Landlord and and shall
shall
remain upon and be surrendered
surrendered with
with the Premises as
the Premises as aa part
part thereof
thereof at
at the
the termination
termination or or other
other
expiration of the
expiration the Term. At the the expiration
expiration oror termination
the Term.
Term, Tenant
Term, Tenant may
may remove
remove its its
trade
trade fixtures,
fixtures, as
fixturw, as well
well as
as its
its signs and identification
signs and identification marks,
marks, from the the Premises.
Premises. Tenant
Tenant agrees
agrees to to
repair
repair any
any and allall damage caused by by such removal.
removal. TradeTrade fixtures
fixtures and
and personal
personal property
property notnot soso
removed at at the
the end of the the Term or or within thirty
thiny (30) days
after the
afier the earlier
earlier termination
the
Term
Term for for any reason whatsoever shall shall become the the property
Landlord, andand Landlord
Landlord may may
thereafter
thereafter cause such property
thereafier property toto bebe removed from the the Premises.
Premises. The The reasomble
reasonable cost
reasonable cost ofof
removing and disposing of of such property and repairing
property and
propeny repairing any
any damage
damage to to any
any of of the
the Premises
Premises
caused by by such removal shall shall be borne by by Tenant. Landlord
Landlord shallshall not
not in
in any
any manner
manner or to any
or to any
extent be obligated to to reimburse Tenant
Tenant for any property
for any property whichwhich becamcs
becomes the
becomes the property
property of of
Landlord as as a
a result
result of such expiration
expiran'on or
expiration or earlier
earlier termination. The provisions
earlier termination. provisions of of this
this Section
Section 17 17
shall
shall survive
survive the
the termination
termination or or expiration
expiration ofof this
this Lease.
Lease.
At any time during the

the Term, Tenant
Tenant may remove
remove the
the trade fixtures fiom
trade fixtures from the
the Premises.
Premises.
Tenant agrees to
to repair
repair any and all
all damage caused by
by such
such removal.
removal.
mommmwasw
CTo
CTO Ixeedomszqga .14
1\BedoJ\483991
I.
.I4
I4 20
20
either party,
either
either party, the
the Tenant
Tenant and
and the Landlord shall
the Landlord shall mutually
mutually agree
agree upon thethe appointment
appointment of of aa
qualified Appraiser,
qualified Appraiser, but
but if
if the parties shall
the parties
parties shall fail
fail to
to choose
choose anan Appraiser within twenty
Appraiser within twenty (20)
(20) days
days
after notice
after notice fiom
from either
either party
party of
of the necessity to
the necessity select an Appraiser,
to select Appraiser, then the Appraiser
then the Appraiser shall
shall be
be
selected by
selected by the
the American Arbitration Association. Within
Arbiuation Association.
Arbitration Within fifteen
fifteen (15) days following
(15) days following thethe
appointment of
appoinfinent
appoinunent the Appraiser,
of the Appraiser, each
each paxty
party shall submit
party shall submit to the Appraiser
to the Appraiser its
its determination
determination of of the
the
Fair Market
Fair Market Value.
Value. The Appraiser
Appraiser shall within thirty
shall within (30)
thirty (30) days
days following
following the
the submission
submission of
of such
such
determinations render
determinations render its
its decision by selecting
decision by selecting the
the determination submitted by
determination submitted by either
either party
party
which, in the
which, in judgment of
the judgment of the
the Appraiser, most nearly
Appraiser, most nearly reflects
reflects the
the Fair Value. It
Market Value.
Fair Market is
It is
expressly understood
expressly that the
understood that Appraiser shall
the Appraiser shall have
have non0 power or authority to
or authority select any
to select any other
other
value other
value other than
than the Fair Market
the Fair Market Value submitted
submitted by the Landlord
by the Landlord oror the
the Tenant,
Tenant, and the
Tenant, decision
the decision
of the
of Appraiser shall
the Appraiser be fmal
shall be final and binding
binding upon the parties hereto.
the parties hereto. The feesfees and expenses
expenses of of the
the
Appraiser shall
Appraiser shall be
be paid by the
paid by the Tenant.
Tenant.
"Appraiser" shall mean an

“Appraiser” shall an individual
individual having
having not less than
not less five (5)
than five (5) years
years current
current
experience appraising commercial
experience appraising commercial properties of aa nature
properties of and type
nature and similar to
type similar that of
to that of the Leased
the Leased
Property
Property in
in the geographic area
the geographic area where the Premises are
the Premises located and
are located and who isis licensed
licensed in
in those
those
geographic areas where
geographic areas where licenses are required
licenses are and who either
required and either (i)
(i) holds
holds an MAl designation
an MAI designation
conferred by the
conferred by the American Institute
Institute of Real Estate
of Real Estate Appraisers
Appraisers and is is in
in good standing
standing asas an
an
independent member thereof,
independent thereof, 01'
or (ii)
or (ii) holds the Senior
holds the Senior Member desigmtion
designation conferred
designation conferred byby the
the
Society of Appraisers
American Society
Society Appraisers or or any
any organizations succeeding thereto
organizations succeeding
organizations of similarly
thereto of similarly recognized
recognized
national
national standing and is
standing and is in
in good standing
standing as an independent
as an independent member thereof.
thereofi
thereof.
"Fair Market
“Fair Market Value"
Value” shall
shall mean the purchase price
the purchase price for
for the
the Properties,
Properties,
unencumbered by by the leases between
the leases between Tenant
Tenant and
and Landlord,
Landlord, and subject only
and subject only to
to the Permitted
the Permitted
Encumbrances but
Encumbrances but free
flee and clear
fi'ee of all
of
clear ofallall mortgages, that would be
mortgages, that be obtained
obtained in an arm’s-length
in an arm's-length
transaction between
transaction between an informed and
an informed and willing buyer and
willing buyer and an
an informed and willing
informed and willing seller
seller of the
seller of the
Properties, in
Properties, in either
either case
either case under
under no compulsion
compulsion to to buy
buy oror sell
sell the
the Properties,
Properties, and neither
neither ofof which
is related
is to the
related to the Landlord
Landlord or or the
the Tenant, for the
Tenant, for the acquisition
acquisition or or sale
sale of the
the Properties,
Properties, taking into
taking into
account the
account the then
then existing
existing Buildings
Buildings (and not the
(and not highest and
the highest and best
best use, if different
use, if diflerent from
fi'om the
different from the
existing
existing Buildings).
Buildings). Such fair market
Such fair market sales
sales value
value shall
shall be
be calculated
calculated asas the
the value for the
value for the use
use of
of
the
the Properties,
Properties, assuming,
assuming, in the determination
in the determination of of such fair market
such fair market value, that the
value, that Properties have
the Properties have
been maintained
been maintained in in accordance
accordance withwith the provisions of
the provisions of this Lease, that
this Lease, that no casualty
casualty or or
condemnation
condmnation has
condemnation has occurred,
occurred, andand that the Tenant
that the Tenant isis aa tenant
tenant inin possession
possession of the Properties
of the Properties atat the
the
time of
time of renewal which is
renewal which is renewing
renewing its net lease
its net
i'ts lease and
and would
would be contemplating retention
be contemplating retention ofof the
the
Properties with use
Properties with and retention
use and retention of all special
of all special features
features ofthe
of the Properties
Properties attendant
attendant to to the
the Tenant's
Tenant’s
operations
operations being considered in
being considered in the sale pn'ce.
the sale price.
40.
40. CONTRACT FOR SERVICES; DISPUTE RESOLUTION.
(a) Landlord
(a) Landlord andand Tenant
Tenant agree
agree that
that (i) the services
(i) the to be
services to be provided
provided byby Landlord
Landlord toto
Tenant pursuant
Tenant pursuant to
to this
this Lease,
Lease, including without limitation
including without limitation those set forth
those set forth in Sections 9(c),
in Sections 9(c), 13,
l3,
14
14 and 30, are
and 30, are essential terms
axe essential of this
terms of Lease and
this Lease and (ii) the parties
(ii) the parties intend that this
intend that Lease is
this Lease is a
a
contract for
contract for services for purposes
services for purposes of Chapter 271
of Chapter 271 ofof the
the Texas Code.
Code.
(b)
(b) Any dispute between Landlord
dispute between Landlord and Tenant under
and Tenant under this
this Lease is subject
Lease is subject to
to
adjudication as
adjudication as provided
provided in
in Chapter
Chapter 271
271 of the Texas
of the Texas Code, as in
Code, as in effect
effect as of the
as of date hereof.
the date hereof.
(“mimedwusmma
C'ronBedoJmswma 39
41.
41. Intentionally
Intentionally deleted.
deleted.
42.
42. APPROPRIATIONS.
(a) Availabilig
(a) Availability of
of Funding. This Lease
Funding. This is contingent
Lease is contingent upon the
the appropriation of funds
appropriation of funds
by the
by the Texas
Texas Legislature
Legislature or, in the
or, in absence of such
the absence such appropriation,
appropriation, the availability to
the availability Tenant of
to Tenant
funds from
funds from other
other sources.
sources. Tenant shall
Tenant shall apply,
apply, or cause to
or cause to be applied,
applied, any funds lawfully
any funds lawfully
available
available to Tenant to
to Tenant to the payment of
the payment Rent and
of Rent and other amounts payable
other amounts payable under
under this
this Lease as
as they
they
come due. Tenant ayees
due. Tenant agrees to
agees to use its best
use its best efiorts
efforts to
efforts secure sufficient
to secure sufficient appropriated
appropriated funds
funds to pay
to pay
all Rent (and
all (and all Additional Rent)
all Additional Rent) for each year
for each year of the
the Lease term, and will
Lease term, will not
not take any action,
take any action,
or omit
or omit to
to take
take any action, that
any action.
action, that would cause
cause appropriated
appropriated funds
funds to
fimds cease to
to cease available.
to be available.
Without limiting
limiting the foregoing, under
the foregoing, under no circumstances shall Tenant
circumstances shall Tenant fail
fail to seek any
to seek any
appropriation in
appropriation in order
order to
to obtain convenient premises
obtain more convenient or to
premises or to otherwise
otherwise circumvent
circumvent the
the
requirements of
requirements this Lease.
of this Lease.
(b)
(b) Covenant
Covenant
Covengnt to School District
to Use School District Reimbursements.
Reimbursements. To the extent permitted
the extent permitted byby
applicable law,
applicable Tenant agrees
law, Tenant to use
agrees to use all reimbursements
all reimbursements received
received from school districts
fiom school districts it
distficts it serves
serves
relating to
relating this Lease to
to This
this to pay
pay (or reimburse Tenant for)
(or reimburse Fixed Rent and Additional
for) Fixed Additional Rent paid or
paid or
payable by
payable by Tenant
Tenant hereunder. Notwithstanding the
hereunder. Notwithstanding the foregoing,
foregoing, in
in no event
event shall
shall Tenant's
Tenant’s
obligations hereunder be conditioned
conditioned on receipt
receipt of
of any reimbursements or
any reimbursements other payments
or other fiom
payments fi'om
from
school districts.
school districts.
distn'cts.
IN
IN WITNESS WHEREOF,
WBEREOF, Landlord
Landlord and
and Tenant have duly executed this
duly executed this Lease
Lease as
as of
the Date
the of Lease
Date of Lease above written.
written.
[SIGNA TURE PAGES FOLLO

[SIGNATURE FOLLOW.]
W.]
W1]
crouaedomsmm
CTouBedomsswLH
CTO I\BedoJ\48 3991.14 40
40
LANDLORD'S SIGNATURE PAGE
LANDLORD’S
Attached
Attached to and made aa part
to and of Lease
pan of Lease dated
dated as of May_,
as of 2015.
May _, '2015.
2015.
2015
2015 ACQUISITIONS 5 5 LLC, aa Delaware
limited liability
By: ___________________________
By:
Name:
Title:
Title:
CTUHECGOJNSJWI.
CTUHBcaoJWSSWI. l0
Ia
c absolute discretion, may determine.
absolute discretion,
reletting. Landlord shall
reletting. Landlord
determine. Landlord
shall not
not be
Landlord may collect
be liable
liable for
for any
any failure
any rents
collect any
to relet
failure to
rents payable
relet the
payable by
the Premises
Premises or
by reason
or for
for any
of such
reason of such
any failure
failure to
to
collect any
collect any rent due upon any
rent due any such
such reletting.
reletting.
(e)
(e) No expiration or termination
expiration or
0r termination ofof the
the Term ofof this Lease pursuant
this Lease pursuant to to Section 21(b)
Section 21(b)
of
of this Part [1,
this Part II, by
II, by operation
operation of
of law
law or
or otherwise,
otherwise, and
and no re-entry, repossession or removal
re-cntry, repossession or removal
rc-entry,
pursuant
pursuant toto Section
Section 21(c) of this
21(c) of Part II
this Pan
Part II or
or otherwise,
otherwise, and no
no reletting
reletting of
of the
the Premises pursuant
Premises pursuant
to
to Section 21(d) of this
Section 21(d) this Part
Part II
II or otherwise, shall
or otherwise, shall relieve
relieve Tenant
Tenant ofof its
its liabilities
liabilities and obligations
and obligations
hereunder,
hereunder, all of which shall
all of shall survive such expiration,
survive such termination, re-entry,
expiration, termination, re-entry, repossession,
repossession,
removal or reletting.
removal or reletting.
(f)
(f) In the
In the event of any
event of any expiration
expiration or
or termination
termination of
of the
the of this
Term of this Lease
Lease or
or re-entry
re—entry
re-entry
or repossession
or repossession of
of the
the Premises
Premises or
or removal
removal of persons or
of persons or property
property therefrom by reason
therefiom by reason of
of the
the
occurrence of
occurrence of an Event of Default, Tenant shall
Default, Tenant shall pay
pay to
to Landlord
Landlord all Fixed Rent,
all Fixed Rent, Additional
Additional
Rent and
and other
other sums required
required to paid by
to be paid by Tenant,
Tenant, in each case
in each case together
together with
with interest
interest thereon
thereon
at
at the
the Lease
Lease Default
Default RateRate from
from the
fiom the due
due date thereof to
date thereof to andand including
including thethe date of such
date of such
expiration,
expiration, termination,
termination, rc-entry,
re—entry, repossession or
re-entry, repossession or removal;
removal; and and thereafter,
thereafter, Tenant shall, until
Tenant shall, until
the end of
the end of what would have have been
been thethe Term of of this Lease in
this Lease in the
the absence
absence ofof such expiration,
such expiration,
termination, re-entry, repossession
termination, re-entry,
rc-entry, repossession or or removal
removal andand whether
whether or or not
not the
the Premises
Premises shall
shall have been
have been
relet, be liable
relet, be liable toto Landlord
Landlord for, and shall
for, and pay to
shall pay to Landlord,
Landlord, as liquidated and
as liquidated and agreed current
agreed current
damages:
damages: (i) all Fixed
(i) all Fixed Rent,
Rent, Additional
Additional Rent and other other sums which would be be payable
payable under
under
this Lease by
this Lease by Tenant
Tenant in in the absence of
the absence of any such expiration,
any such termination, re-entry,
expiration. re-entry, repossession
repossession
or
or removal,
removal, less
less (ii) the net
(ii) the net proceeds,
proceeds, if any, of
if any, of any reletting effected
any reletting effected for
for the
the account
account of Tenant
of Tenant
pursuant to Section 21(d) of this Part II, after deducting from such
pursuant to Section 21(d) of this Part II, afier deducting fiom such proceeds all reasonable proceeds all reasonable
expenses
expenses of of Landlord
Landlord in in connection
connection with such reletting,
with such reletting,
reletting, including, without limitation,
including, without limitation, all
all
repossession costs, brokerage

repossession costs, brokerage commissions,
commissions, reasonable attorneys' fees
reasonable attorneys’ fees andand expenses
expenses
(including, without
limitation, fees and expenses
fees and expenses of of appellate
appellate proceedings),
proceedings), alteration costs and
alteration costs and
expenses of preparation for such reletting. Tenant shall pay such liquidated
expenses of preparation for such reletting. Tenant shall pay such liquidated and agreed current and agreed current
damages on the the dates
dates on which Fixed Fixed Rent
Rent would be payable
payable under
under this
this Lease
Lease in the absence
in the absence of
such expiration,
such expiration, termination,
re-entry, repossession
re-enh'y, repossession or removal, and Landlord
or removal, Landlord shall
shall be
be entitled
entitled
to recover
to recover the
the same fromfrom Tenant
Tenant on eacheach such date.
such date.
(g)
(g) At any
any time after any
time afier
after any such
such expiration
expiration or or termination
termination of the Term of
of the of this
thjs Lease
this Lease oror
re-entry or repossession of the Premises
rc-entry or repossession of the Premises or
re-entry or removal of
of persons or property thereon by reason
thereon by reason of
persons or property thereon of
the occurrence
the occurrence of of an Event of Default, whether
of Default, whether or or not Landlord shall
not Landlord shall have
have collected
collected any any
liquidated and
liquidated and agreed
agreed current
current damages pursuant pursuant to Section
to Section 21(f) of
Section 21(0 of this
this Part
Part II,
Pan II, Landlord
Landlord shallshall
be entitled
be entitled to recover fi'om
to recover fiom
from Tenant,
Tenant, and Tenant
Tenant shallshall pay
pay toto Landlord
Landlord on demand,
demand, as as and
and for
for
liquidated
liquidated and agreed final
agreed final damages for
for Tenant's
Tenant’s default and in
default and in lieu lieu of all liquidated
all liquidated and and
agreed
agreed current
current damages beyond beyond the the date
date of such demand (it
of such (it being
(it being agreed
agreed that
that itit would be be
impracticable
impracticable or or extremely
extremely difficult
difficult toto fix the actual
fix the actual damages),
damages), an amount equal equal toto the
the sum of of
(i)
(i) the
the excess,
excess, if
if any
any of (A)
(A) the
the aggregate
aggregate of
of all
all Fixed
Fixed Rent,
Rent, Additional
Additional Rent
Rent and
and other
other sums
which would be payable payable under this Lease,
under this Lease, in each case
in each case from
fi‘om the
fi'om date of
the date such demand (or,
of such (or, if it
if it
be earlier.
be earlier, the
earlier, date to
the date to which Tenant
[o Tenant shall
shall have satisfied
satisfied in full its
in full obligations under
its obligations under
Section 21(t) of
Section 21(f)
21(f) this Part
of this Part IIII to
11 pay liquidated
to pay liquidated and and agreed
agreed current
current damages)
damages) for for what would be be
the then-unexpired Term
[he then-unexpired
the Tenn of this Lease
0f this Lease in in the
the absence
absence of of such
such expiration,
re-entry,
repossession
repossession or or removal,
removal, discounted
discounted at at the rate equal
the rate equal to the then
to the then rate
rate on U.S. Treasury
U.S. Treasury
obligations of comparable
comparable maturity
obligations ofcomparable
of maturity t0 to such Term (the
to such (the "Treasury Rate"), but
“Treasury Rate"), but in
in no
n0 event greater
no event greater
crouaedoJusmLm
CTouBedoJuss99u4 23
23
SCHEDULE l1
SCIEDULE
SCHEDULE
STIPULATED LOSS VALUES
STIPULATED LOSS VALUES
YALUES
The
The Stipulated
Stipulated Loss Value shall
Loss Value
loss at all
shall at all times
times be
be $25,555,000.
$25,555,000.
CTOI\BedoJ\48 3991.144
\BcdoJW8399
CTOI\BcdoJN8399I.l4
CTO I l . I
SCHEDULE
SCHEDULE22
FIXED RENT AMOUNTS
During the
During Primary Term,
the Primary Fixed Rent
Term, Fixed Rent shall
shall be paid by
be paid by Tenant
Tenant inin the amounts hereinafter
the amounts hereinafter
hereinafler
set forth in
set forth 'm Subpart A of
in Subpart of this Schedule 22 with
this Schedule with respect to the
respect to Primary Term.
the Primary During any
Dun'ng
Term. During Renewal
any Renewal
Term, Fixed
Term, Fixed Rent
Rem shall be
Rent shall be paid
paid in
in the
the amounts hereinaficr
hereinafter set
hereinafier forth in
set forth Subpart B of
in Subpart of this Schedule
this Schedule
~with
g
_2_ with respect to such
respect to such Renewal Terms.
Terms.
0N NEXTPAGEJ
[SCHEDULE 22 CONTINUED ON NEXT PAGE.]
ONNEXTPAGE.)
CT0l\BcdoJ\48399
CT0|\Bed<JJv-$8399l.l4
l , J
EXHIBITB
EHIIBIT B
EXHIBIT
PERIVIITTED ENCUMBRANCES
PERMITTED
[attached
[attached on the
the following pages]
following pages]
CTO Il\BcdoJ\r13399
\BedoJ\483991.14d
CTOI‘xBedoJVlEWQHQ l . l
BENEFICIAL OWNERS, MEMBERS,
MEIWBERS, MANAGERS, EMPLOYEES, AGENTS,
0R SHAREHOLDERS, AND ANY SUCH PARTY'S
OFFICERS, DIRECTORS OR PARTY’S DIRECT
0R INDIRECT OWNERS, PARTNERS, "TRUSTEES,
OR TRUSTEES, BENEFICIAL OWNERS,
MEMBERS,
NIEMBERS, MANAGERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS OR
SHAREHOLDERS, TOGETHER WITH THE LENDER, AND ANY OWNER,
PARTNER, MEMBER,
MENIBER, MANAGER, TRUSTEE, BENEFICIAL OWNER, OFFICER,
ENIPLOYEE 0R
DIRECTOR, SHAREHOLDER, EMPLOYEE OR AGENT OF
0F THE LENDER OR ANY
HOLDER OF A NOTE OR PASS THROUGH OR SIMILAR CERTIFICATE ISSUED
BY THE LENDER, AND THEE
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
“COVERED PARTIES”)
(HEREIN, COLLECTIVELY, "COVERED PARTIES") THAT THE PREMISES WILL
AT ALL TIMES BE USED, OPERATED AND MAINTAINED WITHOUT
NEGLIGENCE, MISCONDUCT OR0R BREACH OF TIDS LEASE AND
0F THE TERMS OF THIS
TMLY
TENANT WILL TIMELY PERFORM ALL OF ITS OBLIGATIONS UNDER, AND
ABIDE BY ALL THE TERMS, PROVISIONS, COVENANTS AND CONDITIONS, OF
TIDS ACIWOWLEDGES
THIS LEASE. LANDLORD ACKNOWLEDGES
TIflS ACIGVOWLEDGES THAT, NOTWITHSTANDING THE
FOREGOING, TO
T0 THE EXTENT THAT THE FOREGOING PROVISIONS IN [N TIDS
THIS
PARAGRAPH 26 26 ARE DEEMED TO BE AN INDEMNIFICATION, SUCH
PROVISIONS MAY NOT BE ENFORCEABLE UNDER APPLICABLE LAWS.
27.
27. To COMPLY WITH MATTERS OF
TENANT TO 0F RECORD
Tenant
Tenant agrees to perform
agrees to perform all
all obligations
obligations ofof Landlord
Landlord and
and pay
pay all expenses and
all expenses and costs
costs
which Landlord
which Landlord or
or Tenant
Tenant may be
be required
required to
to pay
pay in
in accordance
accordance with,
with, and
and to
to comply
comply and
and cause
cause
the Premises to
the Premises comply in
to comply in all respects with
all respects with all of the
all of terms and
conditions 0f,
of, any
of, reciprocal
any reciprocal
easement agreement
easement
casement agreement oror any
any other
other agreement
agreement or document of
or document of record
record now affecting the Premises
affecting the Premises
(including, without
limitation, those
those matters described on
matters described Exhibit B hereto)
on Ezhibjg
Exhibit hereto) oror hereafter
hereafier
executed
executed with Tenant's written
with Tenant’s consent (herein
written consent (herein referred
referred to collectively as
to collectively the “Matters
as the "Matters ofof
Record")
Record”) during
during the
the Term.
Term.
28.
28. [NTENTIONALLY OMITTED
INTENTIONALLY ONIITTED
29.
29. TAXES
(a)
(a) Subject
Subject to the provisions
to the provlSlons hereof
hereof relating to contests,
relating to contests, Tenant shall pay
Tenant shall pay andand
discharge, before
discharge,
dischaxgc, before any
any interest or penalties
interest or penalties are due thereon,
are due thereon, all of
all of the following taxes,
the following taxes, charges,
charges,
assessments, ground
assessments, ground rents, levies and
rents, levies and other items (collectively,
other items "tax" or
(collectively, “tax”
(collectively, or “taxes”),
"taxes"), which
which are are
imposed or assessed prior to the Lease
imposed or assessed prior to the Lease CommencementCommencement Date
Date or on
or on or
or subsequent
subsequent to
to the
the Lease
Lease
Commencement Date Date during
during the the Term,
Term, regardless
regardless ofof whether
whether payment
payment thereof
thereof is
is due prior to,
due prior to,
during or after
during or afier the
afler the Term:
Term: all taxes of
all taxes every kind
of every and nature
kind and nature (including,
(including, without
without limitation,
limitation, real,
real,
ad valorem and
ad valorem personal property),
and personal property), on or or with
with respect
respect to
to the
the Premises
Premises (including,
(including, without
without
limitation, any taxes assessed
limitation, any taxes assessed against against Landlord's
Landlord’s reversionary
reversionary estate
estate in
in the Premises or against
the Premises or against
any
any real property other
real property than the
other than the Premises
Premises which is is included
included within
within the tax parcel
the tax parcel which
which
includes the
includes Premises), the
the Premises), the Fixed
Fixed Rent
Rent oror Additional Rent payable
Additional Rent payable hereunder,
hereunder, this
this Lease
Lease or or the
the
leasehold
leasehold estate created hereby;
estate created hereby; all all charges
charges and/or
and/or assessments
assessments for for any easement or
any easement agreement
or agreement
maintained
maintained forfor the
the benefit
benefit ofof the Premises; all
the Premises; all ground rents on
ground rcnIs
rents on or
or with respect t0
with respect to the
to the Premises;
Premises;
and all
and all general
general and special assessments,
and special assessments, levies,
levies, water and sewer
water and sewer assessments
assessments and and other
other utility
utility
charges, use
charges, use charges
charges and
and rents
rents and all other
and all other public
public charges
charges and/or
and/or taxes whether of
taxes whether of aa like
like or
or
CTovBedomsmm-a
CTor-Bedommm
CTOI \ BedoJ\483991.14
,l4 26
26
( different nature.
different nature. Landlord
Landlord shall promptly deliver
shall promptly deliver to Tenant any
to Tenant any bill bill oror invoice
invoice Landlord
Landlord
receives with
receives with respect
respect to any tax;
to any provided, that
tax; provided, that the
the Landlord's failure to
Landlord’s failure to deliver
deliver any such
any such bill or
bill or
invoice
invoice shall
shall notnot limit
limit Tenant's
Tenant's obligation
Tenant’s obligation to pay such
to pay such tax.tax. Landlord
Landlord agrees agrees to to cooperate
cooperate with with
Tenant to
Tenant enable Tenant
to enable Tenant to to receive
receive tax bills directly
tax bills directly fi'om from the
fiom the respective
respective taxing authorities.
taxing authorities.
authorities.
Nothing herein
Nothing shall obligate
herein shall obligate Tenant
Tenant to pay, and
to pay, and thethe term
term "taxes"
“taxes” shall
“taxes" exclude (unless
shall exclude (unless the the
taxes
taxas referred to
taxes referred in clauses
to in clausm
clauses (i)(i) and
and (ii) below are
(ii) below are in
in lieu
lieu 0fof or
of or aa substitute
substitute for for any
any other
other taxtax oror
assessment upon or or with
with respect
respect to to any
any of the Premises
of the Premises which,which, if if such other tax
such other tax oror assessment
assessment
were inin effect
effect on
effect on the Lease Commencement Date,
the Lease Date, would be be payable
payable by by Tenant hereunder or
Tenant hereunder or byby
Law),
Law), federal, state or
federal, state or local (i) franchise,
local (i) capital stock or
capital stock
fianchise, capital
fianchise. or similar
similar taxes,
taxes, if if any,
any, of of Landlord,
Landlord,
unless such
unless such taxes
taxes are based on the
are based the value
value of of the
the Premises
Premises or the gross
or the rents therefrom;
gross rents therefrom; (ii) (ii)
income, excess profits

income, excess profits or other taxes,
or other taxes, if if any,
any, of
of Landlord,
Landlord, determined
determined on the
the basis
basis of
of or
or
measured by by Landlord’s
Landlord's net net income;
income; (iii) any estate,
(iii) any inheritance, succession,
estate, inheritance, succession, gift, gift, capital
gifi, capital levylevy
or
or similar taxes of
similar taxes of Landlord;
Landlord; (iv) except as
(iv) except as otherwise provided in
otherwise provided in Section
Section 14(d)
Section 14(d) of of this Part II,
this Pan
Part II,
any taxes in
any taxes in connection
connection with with the the transfer
transfer or or other
other disposition
disposition of of any interest, other
any interest, other thanthan
Tenant's (or
Tenant’s (or any person claiming
any person claiming underunder Tenant),
Tenant), in the Premises
in the Premises or this Lease,
or this Lease, to any person
to any person or or
entity, including,
entity, including, but but not limited to,
not limited to, any transfer, capital
any lnnsfer,
transfer, capital gains,
gains, sales, gross receipts,
sales, gross receipts, valuevalue
added, income, stamp,
added, income, stamp, real property gains
propeny
real property gains or or withholding
withholding tax; and (v)
tax; and (v) any interest, penalties,
any interest, penalties,
professional fees
professional fees oror other charges relating
other charges relating to to any
any item
item listed
listed in clauses (i)
in clauses (i) through
through (v) (v) above;
above;
provided, further,
provided, further, that
that Tenant
Tenant is is not
not responsible
responsible for for making
making any any additional payments in
additional payments in excess
excess
of amounts
of amounts which would have have otherwise
otherwise been been due,due, as as tax or otherwise,
tax or otherwise, but but forfor a a withholding
withholding
requirement
requirement which which relates
relates to to the particular payment
panicular
the particular payment and and such
such withholding
withholding is is in respect to
in respect or in
to or in
lieu of aa tax
lieu of tax which Tenant Tenant is is not obligated to
not obligated to pay;
pay; and provided,
provided, further,
further, that that if at any
if at any timetime
during the Term of
during the of this
this Lease,
Lease, the the method of of taxation shall be
taxation shall be such
such thatthat there shall be
there shall be assessed,
assessed,
levied, charged or
levied, charged or imposed
imposed on Landlord
Landlord aa tax tax upon the value of the
the value the Premises
Premises or or any
any present
present or or
future
future improvement
improvement or improvements on
or improvements on thethe Premises,
Premises, including
including any any tax tax which
which usesuses rents
rents
received
received fi'omfrom Tenant
fiom Tenant as as aa means to to derive
derive value
value ofof the property subject
the property subject to such tax,
to such tax, then
then all all
such levies and

such levies and taxes
taxes or or the part thereof
part
the paxt thereof so so measured or or based
based shall
shall be be payable
payable by by Tenant,
Tenant, but but
only to
only to the extent that
the extent that such
such levies
levies or or taxes
taxes would
Would be payablepayable if if the
the Premises
Premises were the only
the only
property
Landlord, and Tenant shall pay
Tenant shall pay andand discharge
discharge the the same as as herein provided. In
herein provided. the
In the
Ln
event that any
event that any assessment
assessment against
against the Premises is
the Premises payable in
is payable installments, Tenant
in installments,
installments, Tenant may pay pay such
such
assessment
assessment in in installments;
installments; and and inin such event, Tenant
such event, Tenant shall
shall bebe liable
liable onlyonly forfor those installments
those installments
which become due and payable payable prior
prior to
to or
or during
during the
the Term,
Term, or
or which
which are appropriately
are appropriately
allocated
allocated to to the
the Term even if if due and payable
payable afterafter the
the Term. TenantTenant shall deliver, or
shall deliver, or cause
cause to to
be delivered,
be delivered, to to Landlord
Landlord and and Lender, promptly upon Landlord’s
Lender, promptly Landlord's or or Lender’s
Lender's written request,
written request,
evidence satisfactory
evidence satisfactory to to Landlord
Lender that that the
the taxes
taxes required
required to to be
be paid
paid pursuant
pursuant to this
to this
Section
Section 29 29 have been so
have been so paid
paid and are not
and axe
are not then
then delinquent.
delinquent.
(b)
(b) After prior
Afier written notice
prior written notice to
to Landlord, at Tenant’s
Landlord. at Tenant's sole
sole cost,
Sole Tenant may contest
cost, Tenant contest
(including seeking
(including seeking an abatement or or reduction
reduction of)
of) in
0t) in good faithfaith any
any taxes
taxes agreed
agreed to to be
be paid
paid
hereunder; provided, that
hereunder; provided, (i) Tenant
that (i) first shall
Tenant first
fust satisfy any
shall satisfy any Laws and Legal Legal Requirements,
Requirements,
including,
including, ifif required, that the
required, that taxes be
the taxes be paid
paid in
in full
full before being contested,
before being contested, (ii)
(ii) no
no Event
Event ofof
Default
Default
Default has
has occurred
occurred and
and is
is continuing, and (iii)
continuing, and (iii) failing
failing to pay such taxes will not
to pay such taxes will not subject subject
Landlord or Lender to
or Lender criminal or
to criminal civil penalties
or civil penalties or
or finm
fmes or
fines or to
to prosecution
prosecution forfor aa crime,
crime, or
or result
result
in the sale,
in the sale, forfeiture or loss
forfeiture or of any
loss of any portion
portion of
of the Premises, the
the Premises, Fixed Rent
the Fixed Rent oror any Additional
any Additional
Rent. Tenant agrees
Rent. Tenant agrees that
that each
each such contest shall
such contest shall bebe promptly
promptly and and diligently prosecuted to
diligently prosecuted a
to a
final conclusion, except
final conclusion, except that that Tenant shall
shall have the right to attempt to settle
the right to attempt to settle or or compromise such
such
contest
contest through
through negotiations. Tenant shall
negotiations. Tenant shall pay any and
pay any and all
all losses, judgments, decrees
losses, judgments, decrees andand costs
costs
cm
CTO InaedoJuszgm
\BedoJ\483991.14
cronaedomssgwm 14
. 27
27
c Day after
after the
courier for
courier
day the
the day the party
for overnight
party delivering
overnight (next
(next day)
delivering the
clay) delivery.
day) delivery.
the notice timely deposits
notice timely deposits the
the notice
notice with the
notice with the
If to Lender:
If to
t0 Lender:
Lender. I
with copies to:

with copies to: i
| I
I
If to
lo Lessor:
If to Lessor: | l
with copies to:

with copies to: || [
|
If to Lessee:
If to Lessee: I'
I i
|
b.
b. Notice
Notice of Default. Lessee will
Default. Lessee will provide
provide to
to Lender each
each notice
notice ofof default
default by
by
Lessor, as and
Lessor, as and when itit provides such notice
provides such
provides notice to Lessor, and
to Lessor, and Lender will have the
will have the right,
right, but
but
not the obligation,
not the obligation, to cure any
to cure any such default
default within the time
within the time provided
provided in
pmvided the Lease to
in the to
Lessor to
Lessor to cure such default.
cure such default. Lessee
Lessee agrees not to
agrees not exercise any
to exercise any of its
its remedies
im remedies in in
connection with
connection with any
any default
default notice to Lessor
notice to Lessor until
until the
the expiration
expiration ofof the
the cure period
cure period
provided to
provided to Lender by this Agreement,
by this Agreement, and Lessee
Lessee agrees
agrees toto accept
accept any
any cure
cure from Lender
Lender
as if
as if made byby Lessor.
Lessor. Notwithstanding
Notwithstanding the
the foregoing,
foregoing, unless
unless Lender
Lender otherwise
omerwise
otherwise agrees
agrees in
in
writing to
writing ta assume any
to any obligations
obligations of Lessor
Lessor under thethe Lease
Lease oror Lender becomes the the New
Owner, Lessor
Owner, Lessor shall remain solely
shall remain solely liable to perform
liable to perform Lessor's obligations under the
Lcssor‘s obligations
Lessor’s the Lease,
Lease,
both before
both after Lender's exercise
before and after exercise of any cure right
any cure right under this
this Agre-ent.
Agreement.
Agreement.
c.
c. No Advance Rent.
Rent. Except
Except as
as may be required by
be required by the Lease, Lessee
the Lease, Lessee will
will
not
not pay
nut pay the rent or
the rent or any
0r any other
other sums due under the
the Lease
Lease more than one month in
than one in advance,
advance,
except with
except with the
the written consent of
written consent
consent Lender.
of Lender.
Lender.
d.
d. Insurance and Condemnation Proceeds.
Insurance and Proceeds. AllAll condemnation awards
A1] condemnation awards and
and
insurance pmceads
insurame
insurance proceeds
pmccads paid or payable
paid or with respect
payable with to the
respect to the Premises
tha Premises and received
received by
by Lessor
Lessor
shall
shall be applied paid in
applied and paid in the
the manner set forth in
set forth the Lease.
the
in Lha- Lease.
e.
a. Assignment of Rents. Lessor
0f Rents.
uf Rants. Lessor and
and Lessee
Lessee acknowledge thatthat Lender
Lender isis
entitled,
entitled, pursuant
.titled, pursuant toto an Assignment of
an Assignment of Leases and Rents
Leases and Rents executed by Lessor
executed by Lessor in
in favor
favor of
of
Lender, to
Lender, to receive
receive andand collect
collect all rent payable
all rent payable under
under the
the Lease directly fi'um
Lease directly from Lessee.
fi'om Lessee.
Lessee agrees
Lessee agrees toto pay
pay all
ail
all of
of said
said rent
rent directly
directly to
to Lender.
Lender. Lessor
Lessor acknowledges
aclmowledges
acknowledges that
that
Lessee's payment
Lessae's
Lessee's payment to Lender of
to Lender of rent
rent due under
under the Lease in
the Lease in accordance
accordance with Lender's
Lender's
with Lender’s
directions,
directions, without inquiry on the
without inquiry the part
part of
of Lessee,
Lessee, shall
shall constitute payment as
constitute payment required by
as required by
the Lease
the Lease forfor all
all purposes notwithstanding any
purposes notwithstanding any countervailing
countervailing instruction
countervailing instruction from
fiom Lessor
fi'om Lessor at
at
the time of
the time of Lender‘s
Lender's request.
Lender's request.
f.f. No Modification
Modification or
or Termination.
Termination. Lessor
Lessor will not cancel
will not cancel or0r terminate
or the
terminate the
Lease or amend,
Lease or amend, modify,
modify, supplement,
supplement, or in any
or in any manner
manner alter
alter any
any of its
its terms
of its without the
terms without the
prior written
prior written consent of Lender.
consent of Lender.
( C-3
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CTO 1I-\Bedumss99r.|4
\BedoJ\483991 .14
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( g.
g. No
No Other
N0 Other Subordination.
Subordination. Lessor will
Lessor will not,
not, during
during the
the term
term ofof the
the
Mortgage, permit the Lease to become subordinate to the lien of any mortgage or security
instrument
instrument in
in favor
favor of
of any
any person
person or entity other
or entity other than
than Lender.
Lender.
h.h. Successors
Successors and
and Assigns. This Agreement
Assigns. This Agreement will
will be
be binding
binding upon
upon and
andwill
will
inure to
inure to the
the benefit
benefit of
of the
0f the parties hereto and
parties hereto and their
their respective
respective heirs,
heirs, executors,
executors,
administrators,
administrators, personal
personal representatives, successors and
representatives, successors
representatives, and assigns,
assigns, including
including any
any New
New
Owner.
Owner.
i. i. Governing
Governing Law.
GOVcrning Law. This Agreement and
This Agreement and the
the Lease
Lease will
will be
be governed
governedbybyand
and
construed
construed and
consuued and interpreted
interpreted in
in accordance with the
accordance with the internal
internal laws
laws of
ofthe
the State
Stateof
ofTexas.
Texas.
j.j. Counterparts. This Agreement

Counterparts. This Agreement may
may be
be signed
signed in
in counterparts
counterparts and
and each
each
counterpart
counterpart shall
shall be
be effective
effective as an original
as an when counterparts
original when counterparts have
counterpans have been
been signed by all
signed by all
parties.
parties.
k.k. Lessee's
Lessce's Fixtures.
Lessee’s Fixtures. Neither the Mortgage
Neither the Mortgage nornor any
any other
other secun‘ty
security filterest
security interest
interest
executed
executed in in connection
connection with
with the Mortgage shall
the Mortgage shall cover
cover oror be
be constmed
construed as
construed as subjecting
subjectinginin
any
any manner
manner to to the
the lien
lien of
of the
the Mortgage,
Mongage, any
Mortgage, any Lessce’s
Lessee's trade
Lessee’s trade fixtures,
fixtures, Lessee’s
Lessee'sequipment,
equipment,
other
other trade
trade fixtures,
fixtures, signs
signs or
or other
other personal property at
personal property at any
any time
time furnished
furnished or
orinstalled
installedby
by
or
or for
for Lessee
Lessee or or its
its subtenants
subtenants oror licensees on the
licensees on the Premises
Premises regardless
regardless of
ofthe
the manner
manneroror
mode
mode of ofattachment.
attachment.
[Signature page follows.]

C-4
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C'T01\BedoJ\483991. m
cmlwedumssgm. 14
c the
the Premises
Premises and
shall not
shall
and allocates
allocates specific
be reduced
not be reduced by claims as
by claims as to
coverage limits
specific coverage
to other
to the
limits to
property covered
other property
Premises as
the Premises
covered by
by such
required hereunder,
as required
such blanket
hereunder, which
blanket policy;
policy; and
which
and Landlord
Landlord
may maintain
maintain the
the required
required limits in the
limits in the form
form of excess and/or umbrella
excess and/or policies, provided
umbrella policies, provided that the
that the
other requirements
other requirements set
set forth
forth herein
herein have been
been satisfied.
satisfied.
Any insurance maintained by

insurance maintained by Landlord
Landlord pursuant
pursuant to this Section
to this Section 30 shall be
30 shall be
approved in
approved in writing by Tenant
writing by Tenant asas to premiums and
to premiums and conformance
conformance to to the terms of
the terms of this Section 30,
this Section 30,
and Tenant
and Tenant shall
shall have thethe right
Lhe to propose
right to propose alternative insurance to
alternative insurance to be
be agreed
agreed upon by by Landlord.
Landlord.
Landlord will
Landlord will provide
provide Tenant
Tenant with
with aa statement
statement (which
(which may bebe sent
sent via
via email) showing the
email) showing the
amounts and
amounts and costs
costs of insurance to
of insurance to be
be obtained
obtained hereunder not less than ten (10) days prior to
hereunder not less than ten ( 10) days prior
pn'or the
to the
date of renewal
date of renewal ofof any policy, and
any policy, and Tenant will notify
Tenant will notify Landlord
Landlord of any objections
of any to the
objections to the proposed
proposed
coverage within five (5)
within five ( 5) days following receipt
days following of such
receipt of statement, or
such statement, or Landlord's
Landlord’s proposed
proposed
coverages and
coverages costs will
and costs be deemed to
will be to have
have been
been approved.
approved.
Any insurance
insurance maintained pursuant to
maintained pursuant this Section
to this Section 30
Section 30 shall
shall name Landlord
Landlord andand
Lender as
Lender as additional insured parties
additional insured parties and/or as loss
and/or as payees, as
payees,
loss payccs, as appropriate, as their
appropriate, as their respective
respective
interests may appear.
interests appear. AllAll proceeds
proceeds received
received fi'om
from such All-Risk
fiom such All-Risk and/or
and/or builder’s
builder's risk
risk insurance
insurance
shall be
shall be used
used in
in the
the first instance in
first instance in accordance with Tenant's
accordance with obligations under
Tenant’s obligations under Section
Section 13l3
hereof and any
hereof and surplus shall
any surplus shall be
be retained
retained by
by Tenant.
Tenant.
All
A11 insurance
All insurance coverage required to
coverage required be carried
to be carried under
canied under this Section 30
this Section 30 shall
3O shall be
be
carried with
cam'ed
carried with insurance
insurance companies licensed
licensed to
to do business
business in the state
in the state in
in which the
the Premises
Premises is
is
located and which

located and which have
have aa claims paying ability
claims paying rating of“A”
ability rating
“A” or
of"A"
of better by
or better by Standard
Standard & Poor’s
Poor's
c
rating
("S&P") or
(“S&P”) or a
a rating
rating of"NAIC-1"
of “NAIC-l” by by the
the Securities
Securities Valuation Office of
Office
Valuation OFfice of the
ofthe National Association
the National Association
of Insurance
Insurance Commissioners and shall require
and shall require the
the insurcd’s
insured's insurance
insured’s insurance carrier
carrier to notify the
to notify the
Landlord
Landlord and Lender at least thirty (30) days prior to any cancellation or material modification
thirty (30) days prior to any cancellation or material modification of
at least thirty of
such insurance.
such insurance.
Each insurance
Each insurance policy
policy referred
referred toto above
above shall,
shall, to
to the
the extent
extent applicable, contain
applicable, contain
standard non-contributory mortgagee
standard non-conu'ibutory mortgagee clauses
clauses in favor of
in favor of Lender
Lender and and shall
shall provide
provide that it may not
that it not
be canceled
be canceled except
except after
afier thirty
thirty (30)
thirty (30) days
days prior
prior notice
notice to
to Landlord
Landlord and
and Lender
Lender and
and that
that any
any loss
loss
otherwise payable
otherwise payable thereunder shall be
thereunder shall be payable
payable notwithstanding
notwithstanding (i) (i) any
any act or omission
act or omission of of
Landlord
Landlord or Tenant which
or Tenant which might, absent such
might, absent provision, result
such provision, result in
in a forfeiture of
a forfeiture all or
of all or a part of
a part of
such insurance
such insurance payment,
payment, ((ii)
ii) the
the occupation
occupation or or use of any
use of of the
any of the Premises
Premises forfor purposes more
purposes more
hazardous than permitted
hazardous than permitted by
by the
the provisions
provisions ofof such policy, (iii)
such policy, (iii) any
any foreclosure
foreclosure oror other action or
other action or
proceeding taken
proceeding taken by
by any
any Lender pursuant
pursuant to any provision
to any provision of thethe Mortgage
Mortgage upon the the happening
happening
of an event
of an event of
of default
default therein,
therein, or (iv) any
or (iv) change in
any change in title
title or
or ownership
ownership of of any
any ofof the
the Premises.
Premises.
Except as specifically provided
as specifically herein, any
provided herein, any insurance
insurance policy
policy may be be written
written with
with a a deductible
deductible of of
not more than
not than Twenty Thousand and No/ No/100
100 Dollars
No/IOO ($20,000.00).
Dollars ($20,000.00).
Landlord and
Landlord and Tenant shall renew
Tenant shall renew or
or replace each policy,
replace each policy, and shall deliver
and shall deliver to
to the
the other
other
party and
party Lender aa certificate
and Lender certificate or or other evidence of
other evidence of the
the then
then existing policy and
existing policy each renewal
and each renewal or
or
replacement
replacement policy,
policy, not less than
not less than ten
ten (10)
(10) days prior to
days pn'or
prior to the expiration of
the expiration of such
such policy
policy (together
(together
with
with a ceflificate of
a certificate
certificate a responsible
of a responsible officer
officer of
of Landlord or Tenant
Landlord or Tenant that
that the
the insurance
maintained byby
such party
such party with
with respect
respect to
to the
the Premises
Premises is
is in compliance with
in compliance the requirements
with the requirements ofof this Section 30
this Section
Section 30
of Part II
of Part of this
II of this Lease.
Lease.
(ml
CTO Bcdomssw m4
(“T01I \BedoJ\483991.14
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I
Bcdomssow . 1 29
29
EXHIBIT A
Legal
Legal
C-6
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CTOHBcdoJWWQLN
(“ronacdomss99m4
EXHIBIT D
EXHIBITD
0F ENVIRONMENTAL REPORTS
LIST OF
1)
1)
l)
Center,
Phase
Phase II Environmental Site Assessment,
Environmental Site Dallas County
Assessment, Dallas Schools —
County Schools h c
- Kleberg
berg Service
Kleberg Service
Center, 12728 Garden Grove
12728 Garden Grove Drive, Dallas, Texas
Drive, Dallas, Texas 75253,
75253, dated 5, 2015,
dated May S.
5, 2015, prepared
prepared by
by IVI
IVI
1V1
Assessment Services
Assessment Services for
for 2015
2015 Acquisitions
Acquisitions 5
5 LLC, CTL Lending
Lending Group,
Group, LLC and
and CTL 2015-
2015 -
16 Trust (Dallas
16 Trust
l6 (Dallas County Schools)
County Schools)
2)
2) Phase II Environmental
Phase Environmental Site
Site Assessment, Dallas County
Assessment, Dallas Schools —
County Schools - Pat
Pat Raney Service
Service
Center, 2951
Center, &
2951 & 3001
3001 W. Wintergreen Road, Lancaster,
Wintergreen Road, Texas, dated
Lancaster, Texas, dated May 5, 2015, prepared
5, 2015, prepared by
by
IVI Assessment Services
[VI Assessment Services for
for 2015 Acquisitions 55 LLC,
201 5 Acquisitions LLC, CTL Lending Group, LLC and
Lending Group, and CTL
2015-- 16
2015 Trust (Dallas
16 Trust
l6 (Dallas County Schools)
County Schools)
3)
3) Phase
Phase II Environmental
Environmental Site
Site Assessment,
Assessment, Dallas Schools — Lawuview
County Schools-
Dallas County Service
Lawnview Service
Center,
Center, 4600
4600 Lawnview Avenue,
A venue, Dallas,
Dallas, Texas,
Texas, dated
dated May 5,
2015, prepared by IVI
IVI Assessment
Assessment
Services
Services for 2015 Acquisitions
for 2015 5 LLC,
Acquisitions 5 LLC, CTL Lending
Lending Group,
Group, LLC and
and CTL 2015 -- 16 Trust
l6 Trust
16
(Dallas County Schools)
(Dallas County Schools)
4)
4) Phase
Phase II Environmental
Environmental Site Assessment, Dallas
Site Assessment, Dallas County Schools-
County Schools - North Dallas
— Dallas Service
Service
Center, 2455
Center, 2455 Rentzel
Rentzel Street & 10700 Finnell
Street &
Street Finnell Street, Dallas, Texas.
Street, Dallas, Texas, dated
Texas, dated May 5,
5, 20
2015,
15, prepared
2015, prepared
by IVI
by IVI Assessment Services for
Assessment Services 2015
for 201 Acquisitions 55 LDC,
5 Acquisitions Lending Group,
LLC, CTL Lending Group, LLC and
and CTL
2015-
2015
201 5 - 16
16 Trust
l6 (Dallas County
Trust (Dallas County Schools)
Schools)
5)
5) Environmental Assessment,
Environmental Assessment, Lone Star Drive-in Theater,
Star Drive-in Theater, 4600 Lawnview Avenue, Dallas,
Lawuview Avenue, Dallas,
Texas, dated
Texas, February 19,
dated February l9, 1994,
19, prepared by
1994, prepared by Intera,
Intera, Inc.
Inc. for
for Lone Star
Star Multi
Multi Theaters, Inc.
Theaters, Inc.
6)
6) Environmental
Environmental Assessment,
Assessment, 11-Acre
ll-Acre Tract
Tract of
of Vacant
Vacant Land, Rentzel Street
Land, Rentzel Street and Finnel
Finnel
Firmel
Street, Dallas,
Street, Texas, dated
Dallas, Texas, dated March 22,
1994, prepared by Intera,
Intera, Inc.
Inc. for
for Dallas
County Schools
7)
7) Building Materials
Building Materials Survey
Survey For
For Identification
Identification and
Identification and Assessment
Assessment ofof Asbestos-Containing
Asbestos-Containing
Materials, Kleberg Service
Materials, Kleberg Service Center
Center-— 12728
a 12728 Garden Grove Drive,
Garden Grove Drive, Dallas, Texas, dated
Dallas, Texas, dated July 30,
July 30,
2003, prepared by
2003, prepared by Wright
Wright Group Environmental
Wn’ght Environmental Services
Services for Dallas County
for Dallas Schools
County Schools
C-7
CTO|\Bedol\48399l .N
CTO|\BcdoJ\48399l 14
c 8)
8) Underground Storage
Underground
Garden Grove Drive,
Storage Tank
Drive, Dallas,
Tank Testing
TX,
Testing Certification,
dated June 23,
Kleberg Service
Certification, Kleberg
Certification, Service Center
Center- — 12728
12728
Dallas, TX, dated June 23, 2014, prepared by TesTank, Inc. for Dallas
2014, prepared by TesTank, Inc. for Dallas
County Schools
County Schools
9)
Underground Storage Tank
Tank Testing
Testing Certification,
Certification, Lawnview Service Center — 4600
Service Center-
Center~ 4600
Lawnview Ave.,
Lawnview Ave., Dallas,
Dallas, TX, dated June
TX, dated June 17,2014, prepared by
17, 2014, prepared
l7, by TesTank,
TesTank, Inc.
Inc. for
for Dallas
Dallas County
County
Schools
Schools
10)
Underground Storage Tank Testing Certification, Pat
Testing Certification, Pat Raney
Raney Service Center-
Service Center 3001 W
— 3001
Wintergreen Rd,
Wintergreen Rd, Lancaster,
Lancaster, TX, dated June
TX, dated June 24,2014, prepared by
24, 2014, prepared by TesTank,
TesTank, Inc. for Dallas
Inc. for Dallas
County Schools
County Schools
11)
11)
ll) Underground Storage Tank
Stomge
Underground Storage Tank Testing
Testing Certification, North Dallas
Certification, North Dallas Service Center -
Service Center-—~ 2455
2455
Rentzel St., Dallas, TX, dated June 24, 2014, prepared by TesTank, Inc. for Dallas County
20 14, prepared by TesTank, Inc. for Dallas County
Rentzel St., Dallas, TX, dated June 24, 2014,
Schools
Schools
12)
12) Emergency and
Emergency and Hazardous
Hazardous Chemical Inventory Report
Chemical Inventory Report for 2013,
for 201 3, Dallas
2013, Dallas County Schools:
County Schools:
Kleberg, Raney, Lawnview and
Kleberg, Raney, and North
North Dallas
Dallas Service
Service Centers, dated April21,
Centers, dated April 21, 2014,
2014, by
by Texas
Texas
Department
Department of State Health
of State Health Services
Services
13)
13)
l3) Special Waste
Special Profile, Kleberg
Waste Profile, Kleberg Service
Service Center, dated June
Center, dated June 24,
24, 2014,
2014, prepared
prepared by
by
Republic Services
Republic Services for
for Dallas
County Schools
14)
14)
l4) Analytical
Analytical Report of Diesel
Report of Diesel Spills,
Spills, Kleberg Service Center,
Kleberg Service Center, dated February 2,
Febmary
dated February 2, 2014,
2014,
20 l4,
prepared by
prepared TTl
T'I‘I Environmental
by TTI Laboratories
Environmental Laboratories
(
C-8
C-S
cm
crouaedmuswm.”
CTO I[\Bedon4ss99
\BedoJ\483991.14
1. 14
( of this
this Section
Section 34(b).
34(b). Tenant covenants
covenants it (i) will
it (i) comply, and
will comply, and will
will cause
cause thethe Premises
Premises to to
comply,
comply, with
with all
all Environmental
Environmental Laws applicable to the Premises, (ii) will not
applicable to the Premises, (ii) will not use, and shalluse, and shall
prohibit the
prohibit the use
use ofof the Premises for
the Premises for Regulated
Regulated Activities
Activities or or for the storage,
for the storage, handling
handling or or disposal
disposal
of
of Hazardous Materials
Materials (other than in
(other than in connection
connection with the operation
with the operation andand maintenance
maintenance of of the
the
Premises and in in commercially
reasonable quantities
quantities as as aa consumer thereof, subject to
thereof, subject to
compliance
compliance with
with applicable
Environmental Laws), (iii)
Laws), (iii) will
will not install or permit the installation
not install or permit the installation
on the Premises of any
the Premisw any underground storage
storage tanks
tanks or surface impoundments
or surface impoundments and and shall not
shall not
permit there
permit there toto exist
exist any petroleum contamination
any petroleum contamination in in violation
violation of of applicable
Environmental
Laws originating
originating on the Premises, and (iv)
the Premises, (iv) shall cause any
shall cause alterations of
any alterations of the
the Premises
Premises to to be
be
done in
in aa way which complies
complies with
with applicable Environmental
Environmental Laws, including those relating to
applicable Envimnmental Laws, including those relating to
exposure
exposure of of persons working on or
persons working or visiting
visiting the the Premises
Premises to to Hazardous Materials and,
Hazardous Materials and, inin
connection
connection with any such
with any such alterations, shall remove
alterations, shall remove any any Hazardous
Hazardous Materials
Materials present
present upon
upon the
the
Premises which are are not
axe in compliance with
not in applicable Environmental
with applicable Environmental Laws or or which present aa
which present
danger to persons working
to persons working on or or visiting
visiting the Premises. Tenant
the Premises. will fully
Tenant will fully comply
comply with with all
all
registration
registration and reporting
reporting requirement applicable to
requirement applicable to the
the Premises
Premises or any part
or any part thereof or
pan thereof or
Tenant's use
Tenant’s use thereof, including without
thereof, including limitation all
without limitation all governmental
governmental requirements
requirements relating
relating to to
storage tanks.
storage tanks. Tenant will will add
add and maintain throughout
and maintain throughout the the Term Landlord
Lender as as
additional
additional insureds
insureds onon Tenant’s
0n Tenant's pollution
pollution liability
liability insurance policies.
insurance policies.
Notwithstanding
Notwithstanding any provision of
this Lease
Lease to
to the
the contrary,
contrary, Landlord
conlmly, Landlord agrees that Tenant
agrees that Tenant
use household
may use household and commercial cleaners
cleaners and chemicals to
and chemicals to maintain
maintain the Premises, provided
the Premises, provided
that such
that such use
use is
is in
in compliance
compliance with
with all Environmental Laws.
all Environmental Laws.
(c)
(c) If, at any
If, at any time during the
time during the Term,
Term, Hazardous
Hazardous Materials
Materials shall be found
shall be in, on or
found in, or
under the
under the Premises, and such
Premises, and Hazardous Materials
such Hazardous Materials have been caused
have been by Tenant,
caused by its contractors,
Tenant, its contractors,
contactors,
guests, and invitees,
guests, then Tenant shall
invitees, then shall (at Tenant's sole
(at Tenant’s sole expense),
expense), or
or shall
shall cause such
cause such
responsible third
responsible parties to,
third parties promptly commence and
to, promptly diligently prosecute
and diligently prosecute to
to completion
completion allall
investigation,
investigation, site
imiestigation, site monitoring, containment, cleanup,
monitoring, containment, cleanup, removal,
removal, restoration
restoration or other remedial
or other
0r remedial
work of any
any kind
kind or
or nature
nature (collectively,
(collectively, "Remedial to the
“Remedial Work") to extent required
the extent by
required by
Environmental Laws,
Laws, and in in compliance with
with Environmental
Environmental Laws,
Environmentai and at
Laws, and at Tenant's sole cost;
Tenant’s sole cost;
provided, that
provided, except as
that except as otherwise expressly provided
otherwise expressly provided in in this
this subparagraph (c), Landlord
subparagraph (c), Landlord shall
shall
not be required
not required to accept any
to accept institutional control
any institutional (such as
control (such a deed
as a deed restriction)
restriction) that
restriction) restricts the
that restricts the
permitted use
permitted of the
use of Premises or
the Premises or any real property
any real property as
as a condition to
a condition any remedial
to any remedial plan
plan approved
approved
by any
by any governmental
govemmental agency
governmental agency in in connection
connection with such Remedial
with such Remedial Work,
Work, and
and provided
provided further,
funher,
further,
that Tenant
that shall have no obligation
Tenant shall obligation toto perform
perform Remedial Work with respect to
with respect any Hazardous
to any Hazardous
Materials
Materials that have migrated
that have migrated onto
onto the
the Premises
Premises from anyany off-site location as
off-site location as the result of
the result of any
any
actions by third
actions by third parties
parties not
not afi'lliated
affiliated with
affiliated Tenant ("Third-Party
with Tenant (“Third-Party Contamination"),
Contamination"), unless itit is
Contamination“), unless is
technically impractical to perform

technically impractical to perform the the Remedial Work without also
without alsa performing such actions
perfonning such actions
also performing
with respect
with respect to
to such Third-Party Contamination
such Third-Party Contamination.
Contamination.
(d)
(d) To the
the extent that Tenant
extent that Tenant has
has knowledge thereof, Tenant shall
thereof, Tenant shall promptly
promptly provide
provide
written notice to
wn'tten notice
written to Landlord and Lender of
Landlord and any of
of any of the
the following matters which
following matters which are
are not
not specified
specified
in the Environmental
in the Environmental Reports
Reports described on Exhibit
described on Exhibit D hereto:
hereto:
(i)
(i) any proceeding
any proceeding or investigation commenced or
or investigation or threatened
threatened by any
by any
governmental authority with
governmental authority with re3pect
respect to
respect to the
the presence of any
presence of any Hazardous
Hazardous Material affecting the
Material affecting the
Premises;
Premises;
monsedmmssgmm
r'Tonacdomsagol .M 32
32
EXHIBITD
EXHIBIT D
CTO |
| \BedoM8399 .14
CTO I\BedoJ\483991
\Bedul‘vS8399
l. é
l4
l , l
( EXHIBITE
EH—IBIT
EXHIBIT E
of Deed
Form of
OF CONFIDENTIALITY RIGHTS: IF
NOTICE 0F IF YOU ARE A NATURAL PERSON, YOU
[F
MAY REMOVE 0R 0R
OR STRIKE ANY OR ALL OF THE FOLLOWING
TI-E FOLLOWDIG INFORMATION FROM
Tl-HS WSTRUMENT
THIS IT IS
INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: m
W
SOCML SECURITY NUMBER OR
YOUR SOCIAL 0R YOUR DRIVER'S
DRIVER‘S LICENSE NUMBER.
DRIVER’S
SPECIAL WARRANTY DEED
STATE OF TEXAS §§
§§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY 0F
OF DALLAS §§
THAT ("Grantor"), for

{“Grantor"),
(“Grantor”), for and in consideration
and in
In consideration of
consideration the sum 0f
of the of Ten
Dollars ($10.00) and other
Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency
valuable consideration, the receipt and sufficiency of 0f which
of
are hereby
are hereby acknowledged
acknowledged and confessed, has
and confessed, has GRANTED, BARGAINED,BARGALNED, SOLD and and
CONVEYED and by these
and by these presents
presents does
does GRANT, BARGAIN, SELL and and CONVEY unto unto
("Grantee"), whose address
(“Grantee”), address for for thethe purposes
purposes hereof
hereof is
is
_ _ _ _ _ _ _ _ _, those ,
certain tracts or parcels of land
those certain tracts or parcels of land located located in Dallas County,
Iocated in Dallas County,
Texas, and
Texas, and being
being more particularly
particularly described
described in Exhibit A attached
in Exhibit attached hereto
hereto and incorporated
and incorporated
herein by
herein this reference
by this reference for
for all
all purposes
purposes ("Property").
(“Ptopeflx”).
(“Progeny”).
This Special
This Special Warranty
Warranty Deed
Wananty is made and
is
is accepted subject
and accepted subject to
to the
ta the matters described in
matters described in
Exhibit attached hereto
Exhibit B attached and incorporated
hereto and incorporated herein
herein by this reference
by this reference for all purposes,
for all purposes, to the extent
to the extent
the
the same are
are valid and subsisting
valid and subsisting and
and affect
affect the
the Property (the “Permitted
Property (the "Permitted Excgptions”).
Exceptions").
Exceptions”).
For the
For the same
same consideration,
consideration, Grantor
Grantor hereby conveys unto
hereby conveys unto Grantee,
Grantee, all
all interest, if any,
interest, if any, of
of
Grantor in
Grantor in any
any and
and all
all easements, rights and
easements, rights and appurtenances
appurtenances pertaining to the
pertaining to the Property and in
Property and in any
any
strips and gores
strips and between the
gores between
gates the Property and abutting
Property and properties and any
abutting properties any land
land lying in or
lying in under the
or under the
bed
bed of
of any street, alley,
any street, alley, road
road
mad or right-of-way, open
or right—of-way, open or
or proposed, abutting or
proposed, abutting or adjacent
adjacent toto the
the
Property.
Property.
GRANTEE, BY ITS
ITS ACCEPTANCE OF THIS SPECIAL WARRANTY DEED, HEREBY EXPRESSLY
ACKNOW LEDGES AND AGREES AS FOLLOWS:
ACKNOWLEDGES
GRANTEE HAS INSPECTED AND EMMINED

EXAMINED THE PROPERTY To
ExAMINED T0 THE EXTENT DEEMED
TO
NECESSARY BY GRANTEE IN TO ENABLE GRANTEE TO
IN ORDER To
T0 To EVALUATE THE PURCHASE OF
1'0 0F
THE PROPERTY. GRANTEE HEREBY FURTHER ACKNOWLEDGE AND AGREES THAT GRANTEE
FURTHER ACKNOWLEDGES
15 EXAMINATION, AND EVALUATION OF
IS RELYING SOLELY UPON THE INSPECTION, EXAMMATION, 0F THE
PROPERTY BY GRANTEE AND THAT GRANTEE Is IS
Is PURCHASING THE PROPERTY ON “As
0N AN "AS
Is", "WHERE
Is”, Is", AND "WITH
“WHERE Is”,
Is”. “WITH ALL FAULTS"
FAULTs" BASIS,
FAULTS“ BASIS, WITHOUT REPRESENTATIONS,
WARRANTIES OR cov
COVENANTS, 0R STATUTORY, 0F
ENANTS, EXPRESS, IMPLIED, OR OF ANY KIND OR
0R NATURE;
CTO I \BedoJ\48 3991.14

CW1\BcdnJ\48399Ll4
CT01\B:doJ\48199L l4
PROVIDED,
pROVIDED, HOWEVER, NOTHING CONTAINED
CONTAINED IN IN THIS PARAGRAPH
rN THIS PARAGRAPH SHALL
SHALL AFFECT
AFFECT THE
THE
LIMITED WARRANTY OF IN THIS
0F TITLE SET FORTH IN SPECIAL WARRANTY
THIS SPECIAL DEED. THE
WARRANTY DEED. THE EXPRESS
EXPRESS
INTENTION
INTENTlON 0F GRANTEE AND GRANTOR
INTENTION OF GRANTOR ls[s THAT GRANTEE Is
IS IS PURCHASING
PURCHASING THE PROPERTY
PROPERTY
FROM GRANTOR WITHOUT ANY REPRESENTATIONS
REPRESENTATIONS AND WARRANTIES (OTHER THAN
WARRANTIES (OTHER THAN THE
THE
OF TITLE
LIMITED WARRANTY 0F TITLE SET FORTH
FORTH IN
IN THIS SPECIAL WARRANTY
THIS SPECIAL
SPEClAL WARRANTY DEED),
DEED), WARRANTIES
WARRANTIES
0R IMPLIED, 0R
OR COVENANTS, EXPRESS, IMPLIED, OR STATUTORY, FROM FROM 0ROR 0F GRANTOR. GRANTEE
OF GRANTOR. GRANTEE
WAIVEs AND RELINQUISHES ALL RIGHTS AND PRIVILEGES
HEREBY WAIVES PRIVILEGES ARISING
ARISING OUT
OUT 0F,
OF, 0R
OR WITH
WITH
0R IN
RESPECT OR 1N RELATION TO,
IN T0,
To, ANY REPRESENTATIONS
WARRANTIES (OTHER THAN THE THE
LIMITED WARRANTY 0F OF TITLE SET FORTH 1N DEED), WARRANTIES 0R
IN THIS DEED), OR COVENANTS,
COVENANTS,
WHETHER EXPRESS, IMPLIED, 0R STATUTORY, WHICH MAY HAVE
OR STATUTORY, BEEN MADE 0R
HAVE BEEN GIVEN, 0R
OR GIVEN, OR
WHICH MAY BE DEEMED To T0 HAVE BEEN MADE 0R
TO OR GIVEN, BY BY GRANTOR.
av GRANTOR. IN IN ADDITION,
ADDITION,
EXPRESSLY ACKNOWLEDGES
GRANTEE HEREBY EXPRESSLY ACKNOWLEDGES AND AND AGREES THAT GRANTOR
AGREES THAT GRANTOR Is IS NOT
NOT
REPRESENTING 0R WARRANTrNG THAT
OR WARRANTING THAT ANYTHING CAN CAN BB ACCOMPLISHED THROUGH
BE ACCOMPLISHED THROUGH
GRANTEE’S OR
GRANTEE'S GRANTOR‘S EFFORTS WITH REGARD T0
0R GRANTOR'S TO THE PLANNING,
To PLATTING 0R
PLANNING, PLATTING OR
ZONING PROCESS 0F cnv, COUNTY 0R
OF THE CITY,
CITY, OR ANY OTHER
OTHER GOVERNMENTAL, MUNICIPAL 0R
GOVERNMENTAL, MUNICIPAL OR
QUASl-GOVERNMENTAL
QUASI-GOVERNMENTAL AUTHORITIES, BOARDS 0R
QUASl-GOVERNMENTAL AUTHORITIES, OR ENTmEs
ENTITIES WITH JURISDICTION OVER THE
JURISDICTION OVER THE
PROPERTY. WITHOUT LIMITING
LIMITING THE GENERALITY 0F OF THE FOREGOING, GRANTEE HEREBY
FOREGOING, GRANTEE HEREBY
FURTHER ACKNOWLEDGES AND AGREES THAT THAT WARRANTIES 0F MERCHANTABILITY AND
OF MERCHANTABILITY
PARTICULAR PURPOSE ARE EXCLUDED FROM THE
FITNESS FOR A PARTICULAR THE TRANSACTION
TRANSACTION
CONTEMPLATED HEREBY,
HEREBY, ASAs ARE ANY WARRANTIES
WARRANTIES ARISING FROM FROM A COURSE
COURSE 0F OF DEALING
DEALING
OF TRADE, AND THAT GRANTOR HAS
0R USAGE 0F
OR HA5 NOT WARRANTED, AND D055 DOES NOT HEREBY
Doss HEREBY
WARRANT, THAT THE PROPERTY Now NOW 0R IN THE FUTURE WILL
OR IN
rN WILL MEET 0R OR COMPLY WITH THE
COMPLY WITH THE
REQUIREMENTS OF 0F ANY HEALTH, ENVIRONMENTAL 0R SAFETY CODE
OR SAFETY CODE 0ROR REGULATION
REGULATION 0F OF
THE STATE, THE CITY, THE COUNTY, 0R OR ANY OTHER GOVERNMENTAL, MUNICIPAL, 0R
GOVERNMENTAL, MUNICIPAL, OR
QUASI-GOVERNMENTAL AUTHORITY 0R
QUASI—GOVERNMENTAL AUTHORITY
QUASI-GOVERNMENTAL OR JURISDICTION.
JURISDICTION. WITHOUT LIMITING THE
WITHOUT LIMITING THE
GENERALITY OF0F THE FOREGOING, GRANTEE HEREBY ASSUMES Assumes ALL AGREES THAT
(AND AGREES
ALL RISK (AND THAT
GRANTOR SHALL NOT BE LIABLE To TO GRANTEE (0R(OR ITS SUCCESSORS AND Assnch»
ITS SUCCESSORS
[Ts ASSIGNS)) FOR ANY
ASSIGNS)) FOR ANY
SPECIAL DIRECT, INDIRECT, CONSEQUENTIAL, 0R OTHER DAMAGES RESULTING
OR OTHER RESULTING 0R OR ARISING
ARISING
0R RELATING TO
FROM OR ACCRUING 0N
To OCCURRENCES ACCRUING ON 0R THE DATE 0F
OR AFTER THE THIS DEED
OF THIS DEED 1N
IN
IN
CONNECTION wmi THE OWNERSHIP,
CONNECTION WITH OWNERSHIP, USE, LOCATION, MAJNTENANCE,
use, CONDITION, LOCATION, MAINTENANCE, REPALR,
MAINTENANCE, REPAIR,
REPAIR,
0R OPERATION 0F
OR OF THE PROPERTY, EXCEPT AS
PROPERTY, EXCEPT As EXPRESSLY SET SET FORTH
FORTH HEREIN.
HERErN.
TO HAVE AND TO HOLD the the Property,

Property, together
together with
with all
all and
and singular
singular the
the rights
rights and
and
appurtenances thereto
thereto in
in anywise belonging
belonging unto
unto Grantee,
Grantee, its
its successors
successors and
and assigns
assigns forever;
forever; and
and
Grantor does hereby bind itself,
hereby bind itself, its
its successors and assigns
successors and assigns toto WARRANT
WARRANT AND FOREVER
DEFEND all all and singular
singular the
the title to the
Property unto
unto Grantee,
Grantee, its
its successors
successors and assigns,
assigns,
against every
against person whomsoever lawfully claiming or to claim
every person whomsoever lawfully claiming or to claim the
the Property
Property or
or any
01' any part
part thereof,
thereof,
by,
by, through or under Grantor, but not
Grantor, but not otherwise;
otherwise; subject,
subject, however, to
subj ect, however, to the
the Permitted
Exceptions.
Ad valorem taxes applicable to

taxes applicable to the Property have been
the Preperty
Property been paid
paid up
up to,
to, and
and including
including the
the year
year
2015.
2015. Ad valorem
valorern taxes
valorem taxes applicable to the Propexty
applicable to the Property for the year
Property for the year 2015
20 have been
IS have
15 been prorated
prorated between
between
the
the Grantor and the
the Grantee as
as of
of the
the date
date of
of this
this Special
Special Warranty
Warranty Deed
Deed and
and payment
payment thereof
thereof isis
assumed by
by Grantee.
Grantee.
\BcdoJW8399 14
CTUI\BeduJH8399I.14
I l .
EXECUTED effective
effective as
as ofthe
of the _ _ _ day
dayof
of _ _ _ _ _, 2015.
2015.
2013.
,
By: _ _ _ _ _ _ _ _ _ _ _ _ __
By:
Name:
Title:
Title:
--------------------------
__________________________
STATE OF
0F TEXAS §§
§§
COUNTY OF DALLAS §§
This instrument was

instrument
This instalment acknowledged before
was acknowledged before me on
on ___
_,, 20_,
20_, by by
hy
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ of
, of_ _ _ _ _ _, 011
on behalf of
on behalf of said
.
,
said
Notary
Notary Public,
Public, State
State of
of Texas
Texas
Printed Name of
Printed of Notary
ofNotary
Notary
My Commission Expires:
Expires:-
CTO
C‘Tfl 1
CTfl \BedoJ\483991.14
\BodnJHEJQQ
I\Bcdn.l\48
I 399 L [4
l. l4
EXHIBIT A
EXHIDITA
LEGAL DESCRIPTION
DESCRIPTION
CTO 1\BedoJ\483991.14
CTOl\BcdoJ\48399l.
CTO|\BedoJ\48399l. 14
[:3
(
EXHIBITF
EXHBIT F
B?G-IBIT
Form Bill of Sale

Bill of Sale
BILL OF
0F SALE
This instmmcnt
This instrument (the "Bill
instrument (the
_ _ _ _ _ _, 2015
of Sale”)
“Bill of
pursuant to
20 l S5 pursuant
,
Sale") is
to that
that certain
is executed
certain Real
and delivered
executed and delivered as
Estate Purchase
Real Estate
as of
of the
Purchase Agreement
the _ day
day of
Agreement ("Agreement")
(“Agreement”)
of_
dated
dated 2015, by
2015,
,
by andand between
between ("Seller"), and
(“Seller”),
_ _ _ _ _ _ ("Purchaser").
(“Purchaser”).
(“Purchaser”),
1.
1. Sale of
Sale of Personalty. For good
Personalg. For and valuable
good and valuable consideration, Seller hereby
consideration, Seller hereby sells,
sells,
transfers,
transfers, sets
sets over
over and
and conveys
conveys to
to Purchaser
Purchaser the
the following
following (the
(the "Personal
“Personal Property"):
Property”):
Property"):
(a) Personalg. All

Tangible Personalty.
Tanflble
Tangible
(a) of Seller’s
All of Seller's right,
right, title
title and
and interest in and
interest in and to
to all
all
building
building systems, fixtures, machinery
systems, fixtures, machinery that constitutes fixtures
that constitutes (but excluding
fixtures (but excluding trade fixtures and
trade fixtures
all
all underground
underground and above-ground
above—ground storage
and above-ground storage tanks located at
tanks located at the Real Property)
the Real Property) and other tangible
and other tangible
personal property,
personal if any,
property, if any, owned by
by Seller
Seller presently
presently located
located on the
the Real
Real Property
Property and the
and the
Improvements (as
Improvements (as defined
defined in
in the
the Agreement)
Agreement) (the
(the "Tangible
“Tangible Property").
Property”).
(b)
(b) Intangible
Intangible Personalty.
Intanm'ble Personalg. All All of
of Seller’s
Seller's right,
right, title
title and
title and interest,
interest, if any, in
if any, in
and to
and all of
to all of the
the following
following items, to the
items, to the extent assignable (the
extent assignable (the "Intangible
“lntang'hle Property"): (i)
“Intangible Property”): (i)
warranties, licenses,
warranties, permits, and
licenses, permits, and occupancy certificates or
occupancy certificates their local
or their equivalent issued
local equivalent in the
issued in the
name ofof Seller
Seller relating
to, or used by
by Seller,
Seller, in
in connection with the
connection with the installation,
installation, operation
installation. and
operation and
maintenance of the Real Property and relate exclusively
maintenance of the Real Property and relate exclusively to
to the
the ownership
ownership of
of the
the Real
Real Property
Property oror
the Tangible Property,
the Tangible Property, and
and (iii)
(iii) guaranties
guaranties and
and warranties received by
warranties received by Seller from any
Seller fiom
fi-om any contractor,
contractor,
manufacturer
manufacturer or other person
or other person in in connection
connection with the construction
with the construction or operation of
or operation of the Property.
the Property.
SELLER’S REPRESENTATIONS AND WARRANTIES

EXCEPT FOR SELLER'S
CONTAINED 1N
IN AGREEMENT, PURCHASER IS
IN THE AGREEIviENT, IS PURCHASING THE PERSONAL
PROPERTY ON AN “AS"AS IS“, “WHERE IS",
IS", "WHERE
IS”, “WITH ALL FAULTS”
IS”, AND "WITH FAULTS" BASIS,
WITHOUT REPRESENTATIONS, WARRANTIES OR COVENANTS, EHRESS,
EXPRESS, IMPLIED,
OR STATUTORY, OF ANY KIND OR NATURE.
[Signature page follows]

CTO I\BedoJW8399
l\BedoJ\48 3991.14
CTOI\BcdoJ\dBJ99I.la
| l4.
IN WITNESS WHEREOF, the the undersigned have caused
undersigned have caused this
this Bill
Bill of
of Sale to
l0 be
Sale to
executed
executed as
as of
of the
the date written above.
date written above.
SELLER:
L__—J
L____J
By:
By: ______________________
Name:
Title:
Title:
PURCHASER:
By:
Name:
-------------------------
Title:
Title: l
|
CTOMBedaJWBJWI
CTOI\BedaM3399I. ‘Id Ina
Schedule
Schedule 1
l to Bill of
to Bill of Sale
Sale
Personal
Personal Property
Property
(
I
l\BcdoJN8399 l4
\Bedolu8399ll 14.
EXHIBIT G
EXHffiiTG
FormofSNDA
Form of SNDA
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
THIS SUBORDINATION,
SUBORDIN
SUBORDINATION.
ATION, NON-DISTURBANCE
NON~DISTURBANCE
NON—DISTURBANCE AND ATTORNMENT
ATTORNNIENT
AGREEMENT ("Agreement")
(“Agree mcnt”)
(“Agreement”) is made
is made: as of
as of
0f [
| l,
among
("Lender"),
(“Lender"),
I i
| l,
a Delaware
Delaware statutory
statutory trust
trust
("Lessor"),
(“Lessor”), and
and fI[._ _ ___.,
L aa c __ _ _ _ ____. ("Lessee").
f
("Lessee").
(“Lessee").1
]
Recitals:
Recitals:
A.
A. Lessor and
Lessor Lessee have
and Lessee have entered into that
entered into certain Lease
that certain Lease Agreement
Agreement dated
dated as
as of
of the
the
date hereof (the
date hereof (the "Lease"),
”Lease”), concerning
“Lease"J, concerning certain
certain premises
premises (the
(the "Premises")
“Premises”) on
“Premiscs") that certain
on that certain real
real
property in
property Texas, which
Ln Texas,
in which is legally
legaliy described
is legally on the
described on
0n the attached Exhibit A (the
attached Exhibit (the "Land").
“Land”).
B.
B. security for
As security for aa loan
loan from Lender to
from Lender Lessor (the
to Lessor (the "Loan"), Lessor is
“Loan”), Lessor is mortgaging
mortgaging
the
the Land toto Lender under aa [Mortgagq
Lender under [Mortgage, Secun'ty
[Mortgage, Security Agreement,
Security Fixture Filing
Agreement, Fixture Filing and Assignment of
and Assignment of
0f
Leases and Rents] dated as of the date hereof, recorded in the
Leases and Rents] dated as of the date hereof, recorded in the ofiice office
office of the County Recorder of
of the County Recorder 0f
[
|
County, Texas, as
County, Texas,
|
document number|
as document number |
(as or
(as now or
0r
hereafter
hereafter increased,
increasei amended,
increased, modified, supplemented,
amended, modified, consolidated, replaced,
supplemanted, consolidated,
supplemented. replaced, substituted,
substituted,
extended and/or
extended and/or renewed,
andlor renewed, the
the "Mortgage").
“Mortgagc”).
“Mortgage”).
C.
C. Lender has
Lender has required
required the execution of
the execution this Agreement
of this Agreement as
as a
a condition to making
condition to making any
any
disbursements of
disbursements of Loan proceeds to fmance the Premises.
proceeds to finance the Premises.
D.
D. Lender, Lessor and
Lender, Lessor and Lessee
Lessee have
have agreed to the
agreed to [he following
the with respect
following with respect to
to their
their
mutual
mutual rights and obligations
rights and obligations pursuant
pursuant to
to and
and under the Lease
under the Lease and the Mortgage.
and the Mortgage.
NOW, THEREFORE, the parties hereby

the parties hereby agree as follows:
agree as follows:
1.
1.
l. Subordination.
Subject
Subject to
Subordination. the terma
to the
t0 terms of this
terms of this Agreement,
Agreement, including
including without
without
limitation Section
limitation Section 2 of this
2 of this Agreement,
Agreement, all of Lessee's
all of Lessee's right.
Lessec's right, title
title and interest
title in and
interest in and to
to the
the
Premises,
Premises, the
the Lease
Lease and
and all
all rights
rights of
of Lessee
Lessee under
under the
the Lease
Lease are
are and
and shall
shall remain
remain unconditionally
unconditionally
subject
subject and
and subordinate
subordinate to
to the Mortgage in
the Maxtgage
Mortgage in all
all respects.
respects.
2.2. Non-Disturbance. Provided

Nnn—Disturbance.
Non—Disturbance. Provided that
that the Lease is
the Lease is then
then in
in full
full
fiJll force and effect
force and and
and
effect and.
Lessee
Lessee is
is not then in
not then in default
default under
under the Lease beyond
the Lease beyond any applicable grace
any applicable or cure
grace or cure periods
periods
provided in
provided in the
the Lease,
Lease, Lessee's
Lessee's possession
possession andand operation of the
operation of the Premises
Premises and use of
and use of the
0f the Premises
Premises
shall not be disturbed for any reason, except as provided in the Lease, and the Lease
shall not be disturbed for any reason, except as provided in the Lease, and the Lease shall not shall not bebe
extinguished or
extinguished or terminated
terminated
tenninated byby an action or
an action proceeding to
or pmceeding
proceeding to foreclose
foreclose oror otherwise
otherwise enforce
enforce thethe
Mortgage or
Mongage
Mortgage or by
0r by aa conveyance
conveyance in in lieu
i1: lieu of foreclosure, but
of foreclosure, rather, the
but rather, Lease shall
the Lease continue in
shall continue in full
full
force and
force and eflect
effect and
efiect the owner of
and the of the Premises
0f the Premises following
following a foreclosure sale
a foreclosure sale u:or conveyance
or conveyance inin lieu
lieu
of
cf foreclosure
of ("New Owner")
foreciosure (“New
foreclosure shall recognize
Owner”) shall and accept
recognize and
recognize accept Lessee
Lessee as
as the
a5 tenant under
the tenant under the
the Lease.
Lease.
3.
3. Attornment.
Attomment. Upon Lessec's
Attumment. Lessee's receipt
receipt of notice that
of notice that Lender
Lender or
or any
any other party has
other party has
the New Owner,
become the Owner, Lessee
Owrncr, will attorn
Lessee will attom to
altom and recognize
to and recognize such
such New Owner as as its
its
its substitute
substitute
CTO
CTD I\BedoJ\48
l
I 3991.14
\BEdoJMSJQQ
\BEdoJ\48399 I 4
l4A l
lessor
lessor under
under the
the Lease.
Lease. Lessee's attornment to
Lessee’s attomment
attornment to and recognition 0f
and recognition of New
of New Owner pursuant
pursuant to
to this
this
Agreement will
will be
be effective and self-operativc
effective and self-operative immediately upon
self—operative immediately upon Lessee's
Lessee's receipt
Lessee‘s receipt of
of such
such notice
notice
without
without the
the execution
execution or delivary of
or delivery
delivery any further
of any further instrument.
instrument. Upon New Owner‘s
insmlment. Owner's or
Owner's or Lessee's
Lessee's
request,
request, Lessee
Lessee andand New Owner will will execute and deliver
execute and deliver an
an instrument
instrument acknowledging
acknowledging thethe
validity
validity of
of the
0f the Lease
Lease and
and New Owner's obligations
Owner‘s
Owner's obligations as
as the
the Landlord
Landlord thereunder
thereunder and
and Lessee's
Lessee's
attornment
attomment to and
attornment to and recognition of New Owner.
recognition of Owner.
4.
4. New Owner.
Owner. New Owner will will bebe bound,
bound, as as the
the lessor,
lessor, t0
to Lmscc
to Lessee under
Lessee under all all
covenants
covenants and conditions of
and conditions of the
the Lease accruing from
Lease accruing from
fiom and and after
after the
afler the date
date New Owner
Owner acquires
acquires title
title
to
to and possession
t0 possession of the Land (the
of the "Acquisition Date")
(the “Acquisition Date") for the remainder
for tbs
the remainder ofof the
the teml
term of
term of the
the Lease
Lease
and
and any
any renewal
renewal or or extension
extension thereof pursuant to
thereof pursuant the terms
to the terms ofof the
the Lease,
Lease, which
which (provided
(provided the the
Lease
Lease is
is then
1's
then in
in full
full force and effect
force and effect and
and Lessee
Lessee is is not
not then
then in
in default
default under
under thethe Lease
Lease beyond
beyond
any
any applicable
applicable grace
grace oror cure
cure periods
periods provided
provided inin the
the Lease)
Lease) New Owner shall shall be
be deemed
deemed to to have
have
agreed
agreed to assume and perform
to assume perform byby acquiring
acquiring title
title to
t0
to and
and possession
possession of
of
0f the
the Land,
Land, and
and Lessee
Lessee shall,
shall,
from
fiom and
and after
afier the date New Owner
the date succeeds to
OWHer succeeds to the
the interest
interest 0f
of the
of the “landlord”
"landlord" under
“landlord" under the
the Lease,
Lease,
have the
the same remedies against New Owner for
remedies against for thethe breach
breach 0f of any
of any covenant
covenant contained
contained in in the
the
Lease
Lease that
that Lessee might have
Lessee might have had under the
had under the Lease against Lessor
Lease against Lessor ifif New Owner had had notnot
succeeded
succeeded to to the
t0 interest of
the interest of the
the "landlord", except that
“landlord”, except that New Owner:
Owner:
a.
a. will
will not
not be
be bound by any amendment,
by any amendment, supplement
supplement or
or other
other modification
modification of
of
0f
the
the Lease which
which was not
not consented to in
consented to writing by
in writing by Lender;
Lender;
b.
b. will not
will not be liable for
be Liable
liable any act,
for any act, omission,
omission, or or breach
0r breach byby any
any lessor
lessor under
under the
the
Lease
Lease which occurs
occurs prior to the
prior t0
to the Acquisition
Acquisition Date,
Date, nor
nor subject
subject to
to any
any right
right of
n'ght of set-off
set-off or
set—OH or
defense
defense which Lessee
Lessee may have
have against
against any
any prior
prior lessor
lessor nor
nor subject to any
subject to any right
right of
of set—ofi
set-off
set-off
from rent which the
rent which the Lease
Lease affords to Lessee,
affords to Lessee, provided
provided that
that New Owner will will bebe obligated
obligated
to
to cure
cure any
any continuing
continuing default
default under
default the Lease
under the Lease to the extent
to the
t0 extent such
such default
default remains
remains uncured
uncured
after
afier the
the Acquisition Date, provided
Acquisition Date, provided that
that the
the term "continuing default”
term “continuing default" shall
shall not
not include
include
any
any failure
failure by
by a prior Lessor to
a prior
pn'or to pay any money owed to
pay any to Lessee
Lessee with
with respect
respect toto any
any period
period
prior
pn'or to
prior to the
the Acquisition
Acquisition Date;
Date;
c.
c. will
will not
not be personally liable
be personally liable in
in any
any respect
respect under
under the
the Lease.
Lease.
5.
5. Miscellaneous.
Miscellaneous.
a.
a. Notices. All
Notices. All notices
notices under
under this
this Agreement must must be
be in
in wn'ting
writing and
writing and must
must bebe
sent
sent by
by personal delivery,
delivery, by
by United States registered 0r
States registered or certified
or certified mail
mail (postage
(postage prepaid),
prepaid),
by
by facsimile
facsimile (with
(with aa copy sent the
cepy sent day by
the same day by one 0fof the
of the other
other prescribed
prescribed methods
methods of of
delivery)
delivery) or 0r by
by an independent overnight
au independent overnight courier
courier service,
service, addressed
addressed to to the
the addresses
addresses
specified
specified below
below or at such
or at such other
other place as aa party
place as party may designate
pany designate toto the
the other
other parties
parties by
by
written
written notice
notice given
given inin accordance
accordance with this section.
with this
With section. Notices
Notices given
given by
by mail
mail are
are deemed
deemed
effective
effective three
three Business Days afier
Business Days after the
the party
party sending
sending the
the notice
notice deposits
deposits the
the notice
notice With
with
with
the
the United States Post Office.
States Post
States Office. Notices
Notices given
given by facsimile are
by facsimile are deemed effective
effective onon the
the
day
day transmitted. Notices delivered by
transmitted.
transmitted. Notices delivered by courier are deemed effective on the next Business
courier are deemed effective on the next Business
Day after
after the day the
the day the party
party delivering
delivaring the notice
delivering the notice timely
timely deposits
deposits the
the notice
notice with
with the
the
courier
courier for
for overnight
overnight (next day) delivery.
(next day) delivery.
l
l\Bedo]\48399 M4
\BedoM3399 | ..
l l
41.
41. Intentionally
Intentionally deleted.
deleted.
42.
42. APPROPRIATIONS.
(a) Availabilig
(a) Availability of
of Funding. This Lease
Funding. This is contingent
Lease is contingent upon the
the appropriation of funds
appropriation of funds
by the
by the Texas
Texas Legislature
Legislature or, in the
or, in absence of such
the absence such appropriation,
appropriation, the availability to
the availability Tenant of
to Tenant
funds from
funds from other
other sources.
sources. Tenant shall
Tenant shall apply,
apply, or cause to
or cause to be applied,
applied, any funds lawfully
any funds lawfully
available
available to Tenant to
to Tenant to the payment of
the payment Rent and
of Rent and other amounts payable
other amounts payable under
under this
this Lease as
as they
they
come due. Tenant ayees
due. Tenant agrees to
agees to use its best
use its best efiorts
efforts to
efforts secure sufficient
to secure sufficient appropriated
appropriated funds
funds to pay
to pay
all Rent (and
all (and all Additional Rent)
all Additional Rent) for each year
for each year of the
the Lease term, and will
Lease term, will not
not take any action,
take any action,
or omit
or omit to
to take
take any action, that
any action.
action, that would cause
cause appropriated
appropriated funds
funds to
fimds cease to
to cease available.
to be available.
Without limiting
limiting the foregoing, under
the foregoing, under no circumstances shall Tenant
circumstances shall Tenant fail
fail to seek any
to seek any
appropriation in
appropriation in order
order to
to obtain convenient premises
obtain more convenient or to
premises or to otherwise
otherwise circumvent
circumvent the
the
requirements of
requirements this Lease.
of this Lease.
(b)
(b) Covenant
Covenant
Covengnt to School District
to Use School District Reimbursements.
Reimbursements. To the extent permitted
the extent permitted byby
applicable law,
applicable Tenant agrees
law, Tenant to use
agrees to use all reimbursements
all reimbursements received
received from school districts
fiom school districts it
distficts it serves
serves
relating to
relating this Lease to
to This
this to pay
pay (or reimburse Tenant for)
(or reimburse Fixed Rent and Additional
for) Fixed Additional Rent paid or
paid or
payable by
payable by Tenant
Tenant hereunder. Notwithstanding the
hereunder. Notwithstanding the foregoing,
foregoing, in
in no event
event shall
shall Tenant's
Tenant’s
obligations hereunder be conditioned
conditioned on receipt
receipt of
of any reimbursements or
any reimbursements other payments
or other fiom
payments fi'om
from
school districts.
school districts.
distn'cts.
IN
IN WITNESS WHEREOF,
WBEREOF, Landlord
Landlord and
and Tenant have duly executed this
duly executed this Lease
Lease as
as of
the Date
the of Lease
Date of Lease above written.
written.
[SIGNA TURE PAGES FOLLO

[SIGNATURE FOLLOW.]
W.]
W1]
crouaedomsmm
CTouBedomsswLH
CTO I\BedoJ\48 3991.14 40
40
h.
h. Successors
Successors and
will be
be binding
binding upon
upon and
and will
will
inure to
inure to the
the benefit
benefit of
of the parties
the parties hereto and
their respective
respective heirs,
heirs, executors.
executors,
administrators,
representatives, successors and assigns,
assigns, including
including any
any New
New
Owner.
Owner.
i.i. i.
Governing
Governing Law. This Ayeement
Law. This Agreement and the
Agreement and the Lease
Lease will
will be
be governed
governedbybyand
and
construed
construed and
and interpreted
interpreted in
internal laws
laws of
ofthe
the State
Stateof
ofTexas.
Texas.
j.j. Counterparts.
This Agreement may be
be signed
signed in
in counterparts
counterparts and
and each
each
counterpart
counterpart
counterpart shall
shall be
be effective
effective as
as an
an original
original when
when counterparts
counterparts have
have been
been signed
signed by all
by all
parties.
parties.
k.
k. Lessee's
Lessee's Fixtures. Neither the
Fixtures. Neither the Mortgage
Mortgage nornor any
any other
other security
security interest
interest
executed
connection withwith the Mortgage shall
cover oror be
be construed
construed as subjecting inin
as subjecting
any
any manner
manner to to the
the lien
lien of
of the
the Mortgage, any Lessec's
Mortgage, any Lessee's trade
Lessee's equipment,
Lessec’s equipment,
other
other trade
trade fixtures,
fixtures, signs
signs or
or other
o: other personal property at
any time
time furnished
furnished ororinstalled
installedby
by
or for Lessee or its subtenants or licensees on the Premises regardless of the
for Lessee or its subtenants or licensees on the Premises regardless of the manner or
or for manner or
mode
mode ofofattachment.
attachment.

CTOlmcduM8399l.
CTOl\BcdoJ\48399l.
CTOI l4
I-l
\BedoJ\483991 .14
IN WITNESS WHEREOF, this
IN this Subordination, Non-Disturbance and Attornment
Subordination, Non—Disturbame
Subordination. Non—Disturbance
has been
Agreement has been duly executed as
duly executed of the
as of the day
day and year
year first
yea: above written.
first above written.
[LANDLORD]
By:
By:
Name:
Title:
Title:
[ADD ACKNOWLEDGMENT]
[LENDER]
By:
By:
Name:
Title:
Title:
ACKNOWLED GNEENT]
[SELLER]
By:
By: _ _ _ _ _ _ _ _ _ _ _ __
By.
Name:
Title:
Title:
CTOIHBeduM8199L
l \Bednmfi 399l I4
I-l
( A
EXHffiiTA
EmIBIT
EXHBIT
Legal Description
Legal Description
CTDI‘BEdoMSEWI.
CTOl‘BcdoJW8399LI4
14
Exhibit F
SCHEDULE
SCHEDULE22
FIXED RENT AMOUNTS
During the
During Primary Term,
the Primary Fixed Rent
Term, Fixed Rent shall
shall be paid by
be paid by Tenant
Tenant inin the amounts hereinafter
the amounts hereinafter
hereinafler
set forth in
set forth 'm Subpart A of
in Subpart of this Schedule 22 with
this Schedule with respect to the
respect to Primary Term.
the Primary During any
Dun'ng
Term. During Renewal
any Renewal
Term, Fixed
Term, Fixed Rent
Rem shall be
Rent shall be paid
paid in
in the
the amounts hereinaficr
hereinafter set
hereinafier forth in
set forth Subpart B of
in Subpart of this Schedule
this Schedule
~with
g
_2_ with respect to such
respect to such Renewal Terms.
Terms.
0N NEXTPAGEJ
[SCHEDULE 22 CONTINUED ON NEXT PAGE.]
ONNEXTPAGE.)
CT0l\BcdoJ\48399
CT0|\Bed<JJv-$8399l.l4
l , J
O
.
-.—
ARTICLE I
1.l
l.l
l
I SALE AND PURCHASE
Sale and
Sale
TABLE 0F
OF CONTENTS
PURCHASE OF ASSETS; CLOSING 1

...............................................
Assumption ............................................................................................... I
and Assumption
l
1.2
l.2 Assets .......................................................................................................................
Assets l
1.3
l.3 Assumed Liabilities
Assumed Liabilities ................................................................................................. 22
1.4
1.4 Excluded Assets
Excluded Assets ....................................................................................................... 22
1.5
1.5 Purchase Price
Purchase Price .......................................................................................................... 22
1.6
1.6 True-Up Adjustment
True-Up Adjustment ................................................................................................ 33
1.7
1.7 Closing/Closing Deliverables
ClosinyClosing
Closing/Closing Deliverables .................................................................................. 33
1.8
1.8 Termination of
Termination Other Contracts
of Other Contracts ............................................................................... 55
ARTICLE 22 REPRESENTATIONS AND WARRANTIES

REPRESENTATIONS WARRANTIES OF SELLER 5
5
.................................
2.1
2.1 Organization and
Organization and Good StandingStanding ............................................................................ 55
77
2.2 Authority; Binding
Authority; Binding EffectEffect ........................................................................................ 55
2.3
2.3 Violation ............................................................................................................ 55
No Violation
No
2.4
2.4 Employees ............................................................................................................... 55
Employees
2.5
2.5 Contracts .................................................................................................................. 66
Contracts
2.6
2.6 Compliance With
Compliance With Law;Law; Permits
Permits .............................................................................. 66
2.7
2.7 Customers; Pilot Participants
Customers; Pilot Participants ................................................................................... 6 6
2.8
2.8 Title to
Title Assets; Real
to Assets; Property .................................................................................. 77
Real Property
2.9
2.9 Condition of
Condition Assets ................................................................................................. 77
of Assets
2.10
2.10 Material Adverse
No Material Adverse Change Change .................................................................................. 77
2.1 l1
2.1 Inventory, Equipment
Inventory, Equipment and and Supplies
Supplies ......................................................................... 77
2.12
2.12 [INTENTIONALLY OMITTED] ........................................................................... 77
[INTENTIONALLY
2.13
2. l3 Litigation and
Litigation and Court
Court Orders
Orders ..................................................................................... 77
2.14
2.14 Environment
Environmental Matters ............................................................................................ 88
al Matters
2.15
2.l5 [INTENTIONALLY OMITTED] ........................................................................... 88
[INTENTIONALLY
2.16
2.16 [INTENTIONALLY OMITTED] ........................................................................... 88
[INTENTIONALLY
2.17
2.17 Broker ...................................................................................................................... 88
Broker
2.18
2.18 Intellectual Propeny
Intellectual Property ................................................................................................ 88
2.19
2.19 Warranty ................................................................................................................ lO
Warranty 10
2.20
2.20 Completeness of
Completeness Disclosure .................................................................................. l0
of Disclosure 10
ARTICLE 33 REPRESENTATIONS AND WARRANTIES
REPRESENTATIONS WARRANTIES OF BUYER ................................. 10
lO
3.1
3.1
3.] Organization and
Organization and Good StandingStanding .......................................................................... 11
l l
3.2
3.2 Organizational Authority;
Organizational Authority; BindingBinding EffectEffect ............................................................. II
l l
3.3
3.3 Violation ..........................................................................................................
No Violation 11
ll
ARTICLE 44 POST-CLOSING COVENANTS

POST-CLOSING COVENANTS .......................................................................... ll 11
4.1
4.1 Governmental Approvals
Governmental Approvals and and Consents
Consents ................................................................ 11
Censents l l
4.2
4.2 Public Announcements;
Public Announcements; Notices Notices to to Customers
Customers ..................................................... 11 1 l
l
4.3
4.3 Employees ............................................................................................................. ll
Employees 11 l I
4.4
4.4 Transition Matters
Transition Matters .................................................................................................. l212
4.5
4.5 Non-Competition; Non—Solicitation
Non-Competition; Non-Solicitation ...................................................................... l3 13
4.6 Wholesale Equipment
® 4.6
4.7
4.7
Wholesale
Website and
Website
ASSET PURCHASE AGREEMENT

Equipment ............................................................................................ l4
and Payment
Payment Processing
AGREEMENT — Page
Page i -
Processing Support Support ............................................................ l4
14
14
i
EXHIBITB
EHIIBIT B
EXHIBIT
PERIVIITTED ENCUMBRANCES
PERMITTED
[attached
[attached on the
the following pages]
following pages]
CTO Il\BcdoJ\r13399
\BedoJ\483991.14d
CTOI‘xBedoJVlEWQHQ l . l
— Real
0
._
H”
2.8(b)
2.8(b)
2.
—
2.18(b)(i)
2.18(b)(i)
l8(b)(i)
——
—
Property
Real Property
Registered
Registered
2.18(b)(ii) Material
2.18(b)(ii)
2.l8(b)(ii)
2.18(c)
2.18(c)
2.18(c) ——
—
Third-Party
Third-Pafly
Third-Party
Intellectual Property
Intellectual Property;
Maledal Intellectual
Intellectual
Intellectual
Royalties and
Property; Royalties
Property
Property Interest
Interest
and Fees
Fees
- Intellectual
2.18(e) —~
2.18(e) — Property Policies,
Intellectual Property Policies, Storage, and Breaches
Storage, and Breaches
Q ASSET PURCHASE AGREEMENT

AGREEMENT-— Page
Page iii iii
AGREEMENT
THIS ASSET PURCHASE AGREEMENT

THIS AGREEMENT (this (this “Agreement")
‘Agreement”) dated
“Agreemem") as of
dated as of February
February 28,
28,
2014 (the ”Execution
2014 (the “Execution Dare"),
Date”), is
Date"), entered into
is entered into by and between
by and between Force
Force Multiplier
Multiplier Solutions,
Solutions, 1nc.,
Inc., aa
Inc.,
Louisiana corporation
Louisiana corporation (“Seller"),
(Seller”), and
and County
County Schools
Schools Trustees
Trustees ofof Dallas
Dallas County,
County, Texas
Texas d/bfa
d/b/a
d/b.-’a
Dallas County
Dallas County Schools,
Schools, aa county
county school
school district
district in
in the
the Stale
State of Texas ("Buyer").
of Texas (“Buyer”). Seller
Seller and
and Buyer
Buyer
are sometimes
are sometimes each
each referred
referred to herein individually
to herein individually as “Party” and
as aa "Party" and collectively
collectively as
as the “Parties.”
the "Parties."
Capitalized terms
Capitalized terms used
used in
in this Agreement or
this Agreement or in
in Seller's
Seller’s Disclosure
Disclosure Schedules
Schedules and
and not
not defined
defined
herein shall
herein shall have
have the
the meanings
meanings assigned
assigned to
to them
them on Appendix
on Appendix I, I, or
or in the applicable
in the applicable Section
Section ofof
this Agreement
this Agreement to which reference
to which reference isis made on Appendix l.
on Appendix I.
Seller is
WHEREAS, Seller engaged in
is engaged in the
the assembly,
assembly, development
development and and distribution
distribution ofof
technology and
technology and equipment
equipment used
used to
to provide
provide school
school bus
bus student
student safety
safety and transit programs
and transit programs in in the
the
state of
state of Texas,
Texas, including
including automated
automated stop
stop arm
arm violation
violation management
management systems
systems for
for school
school buses
buses in
in
the State
the of Texas (the
State ofTexas (the “Business");
“Business”); and
and
WHEREAS, the the Seller

Seller desires
desires to
to sell,
sell, assign,
assign, transfer,
transfer, convey
convey and
and deliver
deliver to
to Buyer,
Buyer, and
and
Buyer desires
Buyer desires to
to purchase,
purchase, acquire
acquire and
and accept
accept from
from Seller,
Seller, all
all of
of the
the Assets
Assets (defined
(defined below),
below), and
and
assume the
assume the Assumed Liabilities,
Liabilities, upon
upon the
the terms
terms and
and subject
subject lo
to the
the conditions
conditions ofthis
of this Agreement;
Agreement;
NOW, THEREFORE,
NOW, THEREFORE, in consideration of
in consideration of the foregoing premises
the foregoing premises and
and the
the respective
respective
representations and
representations and warranties,
warranties, covenants
covenants and
and agreements
contained herein,
herein, Seller
Seller and
and Buyer
Buyer
agree as
agree as follows:
follows:
u ARTICLE lI
SALE AND PURCHASE OF ASSETS; CLOSING
1.1
1.1 Sale and
Sale and Assumption.
Assumption. Subject
Subject to
to the terms and
conditions set
set forth
forth in
fonh in this
this
Agreement, at
Agreement, at thethe Closing
Closing Date (defined below),
Date (defined below), Seller shall sell,
Seller shall sell, assign,
assign, transfer
transfer and deliver to
and deliver to
Buyer the
Buyer the Assets
Assets free
free and clear of
and clear of all
all Liens
Liens and Buyer shall
and Buyer shall (a) purchase, lake
(a) purchase, take assignment
assignment ofof and
and
receive the
receive the Assets
Assets from
from Seller
Seller and
and (b) assume the
(b) assume the Assumed
Assumed Liabilities.
Liabilities.
1.2
1.2 Assets. The
Assets. The Assets
Assets shall
shall consist
consist of
of all
all of
of Seller’s
Seller’s right. title and
right, title
litlc and interest
interest in
in and to
and to
the following
the following (collectively,
(collectively, the
the “Assets"),
“Assets”), all
“Assets“), referring solely
all referring solely to
to the
the stale
state of
of Texas:
Texas:
(a)
(a) Tangible Personal
Tangible Personal Property.
Property. All
All tangible
tangible personal
personal property,
property, equipment,
equipment,
machinery, inventory,
machinery, inventory, vehicles,
vehicles, furniture,
furniture, fixtures,
fixtures, furnishings,
furnishings, office
office equipment,
equipment, computers,
computers,
telephones and
telephones and office
office supplies
supplies used
used in the Business
in the Business inin the
the State
State of Texas, including
of Texas, including but not
but not
limited to
limited the personal
to the personal property
property set
set forth
forth on Schedule
on Schedule l.2(a)
I.2(a) (‘Tangible
1.2(a) (“Tangible Personal Property”).
Personal Property”).
Property").
(b)
(b) Contracts. All
Camracts.
Contracts. AU rights
rights and
and powers
powers of Seller under
of Seller under any Contract listed
any Contract listed on
on
Schedule I.2(b)
Schedule 1.2”b,) (collectively,
l.2(b) (collectively, the
the “Assumed Contracts”).
(‘ontracts”).
(c)
(c) Business Records.
Business Records. AllAll books
books and records relating
and records relating lo
to the Business (except
the Business (except
for those
for those relating
relating solely
solely to
to the Excluded Assets
the Excluded Assets andand the Excluded Liabilities),
the Excluded Liabilities), including,
including, but
but not
not
limited to,
limited to, machinery
machinery and and equipment
equipment maintenance
maintenance files, files, Customer
Customer lists, client account
lists, client account
information, price/fee
information, price/fee lists,
lists, supplier
supplier lists,
lists, lists
lists of
of active
active leads
leads and
and prospects,
prospects, quality
quality control
control
records and
records and procedures,
procedures, client
client complaint
complaint and
and inquiry
inquiry files.
files, records
records (including,
(including, but
but not
not limited
limited to,
to,
1“.)

AGREEMENT — Page
Page I —
1
copies of
copies of all correspondence
all correspondence with
with any Governmental Authority),
any Governmental Authority), sales material and
sales material records,
and records.
strategic plans. and
strategic plans. marketing and
and marketing and promotional
promotional surveys (collectively, the
surveys (collectively, “Business Records").
the “Business Records”).
(d)
(d) Pending Contracts
Pending and Pilot
Contracts and Programs. AII
Pilot Programs. All rights
rights and
and interest
interest in and to
in and to
pending Contracts, Pilot Programs,
pending Contracts, Pilot Programs, and
and such
such other
other leads and prospective
leads and prospective business
business relationships
relationships
related to
related the Business,
to the Business, including
including but
but not
not limited those set
limited those forth on
set forth Schedule I.2(d).
on Schedule 1.2(d).
l.2(d).
(e)
(e) Permits. All
Permits. All of
of the Business Permits.
the Business Permits.
(1)
(t) Warranties. To the
Warranties. extent assigmble,
the extent assignable, all rights in
all rights in all
all warranties
warranties made by
by
any
any manufacturer
manufacturer or vendor in connection with the Tangible
or vendor in connection with the Tangible Personal
Personal Propeny.
Property.
(g)
(g) Goodwill. All
Goodwill. All ofSeller’s goodwill relating
of Seller’s goodwill relating t0
to the Business.
the Business.
1.3
1.3 Liabilities. Buyer
Assumed Liabilities. shall assume
Buyer shall assume only
only the
the following
following obligations
obligations and
and
liabilities of
liabilities of Seller
Seller (the
(the “Assumed Liabilities"):
Liabilities”):
(a)
(a) Contracts. Any
Assumed Contracts. Any obligations
obligations and liabilities of
and liabilities of Seller
Seller under
under the
the
Contracts arising
Assumed Contracts after
arising after andand relating
relating to
to pen'ods
periods after
after the
afler the Effective
Effective Time
Time (other
(other than
than any
any
obligation or
obligation or liability
liability arising
arising from
from the
the breach
breach by
by Seller
Seller of
of any
any such Contracts prior
such Contracts to the
prior to the
Effective Time,
Effective Time, which
which liabilities
liabilities and
and obligations
obligations shall
shall be retained by
be retained Seller); and
by Seller); and
(b)
(b) Other Liabilities. Any
Other Liabilities. Any obligations
obligations and
and liabilities
liabilities of Seller which
of Seller which are
are listed
listed
on Schedule
on Schedule 1.3(b) (other than any obligation
1.3(b) (other than any obligation or liability arising from
or liability arising from Seller’s
Seller’s actions
actions oror
omissions prior
omissions prior to
to the
the Effective
Effective Time,
Time, which
which liabilities and obligations
liabilities and obligations shall
shall be
be retained
retained byby
Seller); and
Seller); and
Notwithstanding anything
Notwithstanding to the
anything to the contrary,
contrary, Buyer
Buyer shall
shall not
not assume
assume or otherwise be
or othewvise be obligated
obligated to
to
pay, perform
pay, perform oror discharge
discharge any
any liabilities
liabilities or
or obligations
obligations ofof Seller
Seller (whether
(whether absolute,
absolute, accrued,
accrued,
contingent or
contingent or otherwise
otherwise and
and whether
whether arising before or
arising before after the
or after the Closing) other than
Closing) other than the
the Assumed
Assumed
Liabilities specifically set forth in this Section 1.3 (all of
Liabilities specifically set forth in this Section [.3 (all of such
such liabilities
liabilities and
and obligations
obligations not
not so
so
assumed by
assumed by Buyer
Buyer being
referred to herein as as the
the “Excluded
“Excluded Liabilities").
Liabilities”). The
The Excluded
Excluded
Liabilities shall remain
Liabilities shall remain the exclusive liabilities
the exclusive liabilities and
and obligations
obligations of
of Seller.
Seller.
1.4
1.4 Excluded Assets.
Excluded Assets. The Assets
Assets shall
shall not include any
not include any (a) asset of
(a) asset of Seller
Seller not
not listed
listed or
or
described in Section
described in Section 1.2
1.2 or which is
or which is not used in
not used connection with
in connection with the Business, (b)
the Business, (b) contract
contract rights
rights
arising under
arising under any
any Contract which is
Contract which is not
not an
an Assumed
Assumed Contract,
Contract, and
and (c)
(c) cash
cash or
or cash
cash equivatents
equivalents of
equivaIents of
the Business (collectively, the “Excluded
the Business (collectively, the “ExcludedAs sets”).
Assets").
1.5
1.5 Purchase Price. The
Purchase Price. The aggregate
aggregate purchase
purchase price
price for
for the Assets and
the Assets and the License
the License
shall be equal to $25,000,000.00 (the
shall be equal to $25,000,000.00 (the “Purchase
“Purchase Price"), which shall
Price”), which shall be
be paid
paid as
as follows:
follows:
(a)
(a) Prior to
Prior to the
the Execution
Execution Date,
Date, Buyer paid
Buyer paid to
to Seller
Seller $2,000,000.00
$2,000,000.00 toward
toward the
the
Purchase Price
Purchase Price (the
(the “Depasir");
“Deposit”);
(b)
(b) The $23,000,000.00
The $23,000,000.00 balance
$3,000,000.00 balance of the Purchase
of the Price remaining
Purchase Price remaining after
after the
the
previous payment
previous payment of
of the
the Deposit
Deposit shall
shall be
be reduced
reduced or increased by
or increased by the True-Up Amount,
the True-Up Amount, in
in
accordance with Section
accordance with 1.6; and
Section 1.6; and
x.)
ASSET PURCHASE AGREEMENT — Page
Page 22 -
-
(c)
(c) The balance
The balance of
of the Purchase Price
the Purchase Price remaining after
remaining after the deduction
the deduction or
or
addition
addition of True-Up Amount shall
of shall be
be evidenced
evidenced by and according
paid according
by and paid to an
to an unsecured
unsecured
promissory note
promissory note in favor of
of Seller,
Seller, substantially
in favor substantially in
in the
the form
form attached
attached hereto
hereto as
as Exhibit
Exhibit A (the
(the
“Promissory
“Prom
“Promissory Vote”).
issmy Note“).
1.6
1.6 True-Up Adiustment. At
True-UE At the
the Closing,
Closing, Buyer shall provide
Buyer shall to Seller
provide to Seller aa statement
statement
(the
(the “Trite-Up Adjuslment
“True-Up Adjustment Statement")
Statement”) setting
setting forth
forth Buyer’s calculation
Buyer‘s calculation of
of the
the estimated
estimated
balance
balance owed to
owed either Party
to either Party resulting
resulting from the outstanding
from the outstanding financial obligations by
financial obligations by the
the other
other
Party, pursuant to such previous written ageements
Party, pursuant lo such previous written agreements and
and understandings between the
understandings between the Parties,
Parties, as
as
of the Closing (the
of the Closing (the “True-Up Amount"). If
Amount”). the calculation
If the calculation of
of the
the True-Up Amount results
results in
in
Buyer owing
Buyer owing money to to Seller,
Seller, the
the balance
balance of the Purchase
Price remaining
remaining afler
after the
the payment
payment ofof
the Deposit
the Deposit shall be increased
shall be increased byby the
the True-Up Amount. 1f If the calculation of
the calculation of the
the True-Up
results in
Amount results in Seller owing money to
Seller owing to Buyer,
Buyer, the
the balance
balance of
the Purchase remaining
Price remaining
after the
after payment of
the payment the Deposit
of the Deposit shall
shall be
be decreased
decreased by
by the
the True-Up
True-Up Amount.
1.7
1.7 ClosinglClosing
Closing/Closing Deliverables. The
Closinu/Closin2 Deliverables. The transactions
contemplated by
by this
this Agreement
Agreement
shall
shall be completed
be (the “Closing”)
completed (the “Closing”) at
at the offices of
the offices Strasburger & Price,
of Strasburger LLC, 90l
Price, LLC, 901 Main Street,
Street,
Suite 4400, Dallas,
Suite 4400.
4400, Texas 75202
Dallas, Texas 75202 on
on the
the date
date hereof
hereof (the “Qosing Dare"),
(the “Closing and shall
Date”), and
Date"), shall be
be effective
effective
as of
as of 12:01 a.m. Central
[2:01 a.m. Central Time onon the
the Closing
Closing Date
Date (the
(the “Efl'ecn’ve
“Effective Time”).
Time”). AtAt Closing, the
Closing, the
following events
following events shall
shall occur
occur (each
(each event
event being conditioned on
being conditioned on the
the occurrence
occurrence of
of each
each other
other event
event
and each
and each event
event deemed
deemed to
to occur
occur simultaneously with each
simultaneously with each other event):
other event):
(a)
(a) Bill of
Bill of Sale,
Sale, Assignment
Assignment and Assumption
Assumption Agreement.
Agreement. Buyer
Buyer and
and Seller
Seller
shall execute
shall execute and deliver to
and deliver to each
each other
other aa Bill of Sale,
Bill of Sale, Assignment
Assignment and Assumption Agreement,
and Assumption Agreement,
substantially in
substantially in the form of
the form of the
the attached
attached hereto
hereto as
as Exhibit
Exhibit B (the “Bill of
(the “Bill of Sale”),
Sale”), pursuant
pursuant tolo
which (i)
which (i) Seller will evidence
Seller will evidence thethe transfer
transfer and conveyance of
and conveyance of the Assets to
the Assets Buyer, and
to Buyer, and (ii)
(ii) Seller
Seller
shalt assign
shall assign all
all Assumed Contracts
Contracts toto Buyer.
Buyer.
(b)
(b) Required Consents.
Required Consents. Seller shall
Seller shall
deliver to
deliver Buyer evidence
to Buyer evidence oror other
other
assurance satisfactory
assurance satisfactory to
to Buyer,
Buyer, that
that Seller has
Seller has at Seller’s expense
at Seller’s and without
expense and without cost
cost or
or other
other
adverse consequence
adverse consequence to
to Buyer,
Buyer, sent
sent required notices,
required notices, made necessary filings and
necessary filings and obtained
obtained such
such
Required Consents
Required listed on
Consents listed on Schedule
Schedule 2.5(b).
2.5’b).
(c)
(c) Promissory Note.
Promissory Note. Buyer shall
Buyer shall execute
execute and deliver to
and deliver to Seller
Seller the
the
Promissory Note.
Promissory Note.
(d)
(d) Lease Termination.
Lease Termination. Buyer
Buyer and
and Seller
Seller shall execute and
shall execute and deliver
deliver to
to each
each
other a Lease
other a Termination Agreement, substantially
Lease Termination Agreement, substantially in
in the
the form
form attached
attached hereto
hereto as
as Exhibit
Exhibit C
(the “Termination
(the “Termination Agreement”), pursuant to
Agreement”), pursuant which that
to which that certain
certain Lease Agreement dated
Lease Agreement dated as
as of
of
December l,
December 1, 20]
2011, covering the facilities
l, covering the located at
facilities located at 1710 N. Beckley,
I710 N. Dallas, Texas
Beekley, Dallas, Texas 75208,
75208, shall
shall
be terminated
be terminated effective
teminated effective as
as of
of the Closing Date.
the Closing Date.
(e)
(e) Lease Amendment. Buyer
Lease Buyer and
and Seller
shall execute deliver to
and deliver each
to each
other aa First
other First Amendment to to Sublease
Sublease Agreement,
Agreement, substantially
substantially in
in the form attached
hereto as
as
Exhibit D (the
ExhibitD (the “Lease Amendment”),
Amendment”), pursuant
pursuant lo which
to which that
that certain
certain Sublease
Sublease Agreement
Agreement
effective as
effective as of
of April
April 15,
15, 2013,
2013, covering
covering the office space
the office space located
located atat ISOS Federal Street,
1505 Federal
l505 Street, Dallas,
Dallas,
Texas 7520l,
Texas will be
75201. will be amended
amended toto include
include additional
additional space
space in
in the
the building.
building.

Page 33 --
-
( g.
g. No
No Other
N0 Other Subordination.
Subordination. Lessor will
Lessor will not,
not, during
during the
the term
term ofof the
the
instrument
instrument in
in favor
favor of
of any
any person
person or entity other
or entity other than
than Lender.
Lender.
h.h. Successors
Successors and
will be
be binding
binding upon
upon and
andwill
will
inure to
inure to the
the benefit
benefit of
of the
0f the parties hereto and
their respective
respective heirs,
heirs, executors,
executors,
administrators,
representatives, successors
representatives, and assigns,
assigns, including
including any
any New
New
Owner.
Owner.
i. i. Governing
Governing Law.
GOVcrning Law. This Agreement and
This Agreement and the
the Lease
Lease will
will be
be governed
governedbybyand
and
construed
construed and
consuued and interpreted
interpreted in
internal laws
laws of
ofthe
the State
Stateof
ofTexas.
Texas.
j.j. Counterparts. This Agreement

may be
be signed
signed in
in counterparts
counterparts and
and each
each
counterpart
counterpart shall
shall be
be effective
effective as an original
as an when counterparts
original when counterparts have
counterpans have been
been signed by all
signed by all
parties.
parties.
k.k. Lessee's
Lessce's Fixtures.
Lessee’s Fixtures. Neither the Mortgage
Neither the Mortgage nornor any
any other
other secun‘ty
security filterest
security interest
interest
executed
connection with
with the Mortgage shall
cover oror be
be constmed
construed as
construed as subjecting
subjectinginin
any
any manner
manner to to the
the lien
lien of
of the
the Mortgage,
Mongage, any
Mortgage, any Lessce’s
Lessee's trade
Lessee'sequipment,
equipment,
other
other trade
trade fixtures,
fixtures, signs
signs or
or other
other personal property at
any time
time furnished
furnished or
orinstalled
installedby
by
or
or for
for Lessee
Lessee or or its
its subtenants
subtenants oror licensees on the
licensees on the Premises
Premises regardless
regardless of
ofthe
the manner
manneroror
mode
mode of ofattachment.
attachment.

C-4
C-4
C'T01\BedoJ\483991. m
cmlwedumssgm. 14
(p)
(p) Oilier Documents.
Other Documents. SellerSeller shall
shall deliver
deliver such other good
such other good andand sufficient
sufficient
instruments of transfer as Buyer reasonably
instruments of transfer as Buyer reasonably deems deems necessary
necessary and
and appropriate
appropriate toto vest
vest inin Buyer
Buyer all
all
rights, title
rights. title and
and interest
interest in,
in, toto and under the
and under the Assets.
Assets.
1.8
1.8 Termination of
Termination Other Contracts.
of Other Contracts. Effective
Effective upon
upon thethe Closing,
Closing, (a)
(a) Buyer
Buyer andand
Seller agree that
Seller agree that the
the agreements
agreements set set fonh
forth on
on Schedule
Schedule 1.8(a)
1.8(a) shall
shall be terminated or
be terminated or shall
shall
automatically terminate
automatically terminate and
laminate and bebe ofof no further force
no further force and
and effect
effect (and
(and no future payments
no future payments or or
obligations shall
obligations shall be owed thereunder)
be owed thereunder) without
without further
further action
action on the part
on the part of Buyer or
of Buyer Seller, and
or Seller. and
(b) Buyer and Seller agree
(b) Buyer and Seller agree that
that the agreement listed
the agreement listed on
on Schedule
Schedule 1.8(b)
1.8b) will
will no
no longer
longer apply
apply to to
the State of Texas without further action
the State of Texas without funher action on
on the
the pan
pan ofofBuyer
Buyer or
or Seller.
Seller.
ARTICLE 22
ARTICLE
REPRESEN TATJONS AND WARRANTIES
REPRESENTATIONS AND WARRANTIES OF
0F
OF SELLER
SELLER
The Seller
The Seller hereby
hereby represents
represents and
and warrants
warrants to
to Buyer
Buyer as
as foilows:
follows:
2.1
2.1
2.] Organization and
Organization and Good
Good Standing.
StandinE. Seller
Seller isis aa corporation
corporation duly
duly organized
organized and
and
validly existing under
validly existing under the Laws of
the Laws the Slate
of the State of Louisiana and
of Louisiana and has
has all requisite power
all requisite power and
and
authority to
authority to carry on its
carry on businesses (including
its businesses (including the
the Business)
Business) as now being
as now being conducted.
conducted. Seller
Seller isis
qualified to
qualified to do business in
do business in each
each jurisdiction
jurisdiction in
in which
which the
the nature
nature of its business
of its business makes
makes such
such
qualification necessary.
qualification necessary.
2.2
2.2 Authority; Binding
Authorig; Binding Effect.
Effect. Seller has
Seller has full corporate
full corporate and authority
power and authority to to
execute and
execute and deliver
deliver each
each of
of the
the Transaction
Transaction Documents
Documents to
to which it is
is aa party
it party and to
to perform its
perform
perfonn its
x_fi’
obligations thereunder.
obligations thereunder. All
All director.
director, shareholder
shareholder and
and other
other action
action on thethe part
part of Seller
Seller necessary
necessary
for the
for the authorization,
authorization, execution
execution andand delivery
delivery of each of
of each the Transaction
of the Transaction Documents to to which itit is
which is
party and
aa party and the
the performance
performance of all obligations
of all obligations ofof Seller
Seller thereunder
thereunder has has been taken
taken oror will
will be
be
taken prior
taken prior to
to the
the Closing.
Closing. EachEach of the Transaction
of the Transaction Documents to to which Seller
Seller is
is aa party
constitutes, or when executed
constitutes, or when executed and and delivered
delivered will constitute, a
will constitute, a valid
valid and legally
legally binding obligation
of Seller,
of enforceable against
Seller, enforceable against it in accordance
it in accordance with
with its terms.
its terms.
2.3
2.3 No Violation.
No Violation. The The execution,
execution, delivery
delivery and
and performance
performance of of this
this Agreement and and
the consummatio n of the transactions contemplated
the consummation of the transactions contemplated hereby hereby willwill not (a) violate
not (a) violate anyany provision of of
Law
Law oror Governmenta
Governmentall Order Order applicable
applicable to the Seller;
to the Seller; (b)
(b) conflict
conflict with
with or
or result
result in
in the breach of
the breach of
any provision of the certificate of formation or company
any provision of the cerfificate of formation or company agreement agreement of of the
the Seller;
Seller; oror (c)
(c) violate,
violate,
conflict
conflict with
with oror result in the
result in the breach
breach of any provision
of any of, or
provision of, or aa default
default under,
under, any
any Contract
Contract or or other
other
agreement to which the Seller or any of its
agreement to which the Seller or any of its subsidiaries issubsidiaries is a
a party
party oror byby which
which Seller,
Seller, its
its
subsidiaries
subsidiaries or or any of their
any of their properties
properties or
or the
the Business
Business maymay be be bound or or subject
subject (other
(other than
than with
with
respect to the
respect to the assignment
assignment of of the
the Assumed
ofthe Assumed Contracts
Contracts toto Buyer,
Buyer, anyany transfer
transfer restrictions
restrictions contained
contained
therein or consents to transfer required
therein or consents to transfer required thereby).
thereby).
2.4
2.4 Employees.
Employees.
(a)
(a) Schedule 2.4 sets
Scltedule2.4 sets forth
forth the
the name,
name, start
start date,
dale, title
title or
or position, and the
position, and the
annual or, as
annual or, the case
as the case may
may be,
be, hourly
hourly rate
rate of
of compensatio
compensation n (or salary),
(or salary), accrued
accrued vacation time and
vacation time and
accrued
accrued sick
sick time as well
time as well as any extended
as any extended sick
sick Leave
leave time,
time, severance
severance arrangements
arrangements, , and
and all
all other
other
benefits
benefits written
written oror unwritten,
unwritten, for
for each
each individual
individual engaged
engaged as as an
an employee
employee in in the
the Business
Business (the
(the
“Employees”
“Employees")
“Employees”) ) certain
certain ofof which
which employees
employees will will be
be offered
offered employment
employment with with Buyer.
Buyer. Neither
Neither
ASSET
ASSET PURCHASE
PURCHASE AGREEMEN
AGREEMENTT — Page
Page 55
Seller nor
Seller nor any of
any of its subsidiaries has
its subsidiaries any Contract,
has any Contract, written
written or
or unwritten.
unwritten, for for the future
the future
employment
employment of of any Employee. No Employee
any Employee. Employee or or former employee of
former employee of Seller
Seller or
or its subsidiaries or
its subsidiaries or
any relative,
any relative, associate
associate oror agent
agent of
of such
such employee
employee has has any
any interest
interest in
in any
any property
property of of Seller,
Seller, any
any
of its subsidiaries, or
its subsidiaries, or the Business, or
the Business, or is party. directly
is aa party, directly or indirectly, to
or indirectly, to any
any Contract
Contract or or other
other
agreement or
agreement or transaction with Seller,
transaction with Seller, any
any ofof its
its subsidiaries,
subsidiaries, or with Buyer
or with Buyer after the Effective
alter the Effective
Time. To the
Time. the Knowledge
Knowledge of of Seller,
Seller, no
no Employee
Employee intends
intends to terminate his
to terminate his or her employment
or her employment
with Seller, any
with Seller, any of
of its
its subsidiaries,
subsidiaries, Buyer
Buyer or or the
the Business.
Business. No Employee
Employee has has been
been given
given aa pay
pay
increase in
increase in the
the 60
60 days preceding the
days preceding Execution Date
the Execution Date oror the Closing Date.
the Closing Date. Seller represents and
Seller represents and
warrants that
warrants that neither
neither Seller nor any
Seller nor any of
of its
its subsidiaries
subsidiaries leases
leases any
any of
of its
its employees.
employees.
(b)
(b) the Knowledge
To the Knowledge of Seller, Seller
of Seller, Seller and its subsidiaries
and its subsidiaries have
have complied
complied with
with
all Laws relating
all Laws relating lo
to the employment of
the employment personnel and
of personnel and labor,
labor, and the provisions
and the provisions thereof
thereof relating
relating to
to
wages, hours,
wages, hours, and equal opportunity.
and equal opportunity, including,
including, but
but not limited to,
not limited to, ERISA, the Fair
ERISA, the Fair Labor
Labor
Standards Act,
Standards Act, the Discrimination in
the Age Discrimination in Employment
Employment Act,
Act, the
the Americans with Disabilities
Americans with Disabilities Act,
Act,
the Immigration
the Immigration Reform
Reform and
and Control
Control Act
Act of
of 1986
1986 as
as amended.
amended. Seller
Seller has
has complied
complied with
with all
all
with respect
Laws with respect to
to the payment of
the payment social security,
of social security, medicare,
medicare, and
and other Taxes, including
other Taxes. including
withholding requirements.
withholding requirements.
2.5
2.5 Contracts.
Contracts.
(a)
(a) Schedule 2.5(a)
Schedule 2.5(a) sets forth aa true
sets forth true and accurate
list of
and accurate
list of each
each Contract
Contract related
related
to the Business
to the Business (the “Business Contracts").
(the “Business Seller has
Contracts”). Seller provided
has provided Buyer with copies
Buyer with copies of of each
each
written Business
written Business Contract and each
Contract and each amendment,
amendment, modification
modification or
or supplement
supplement thereto.
thereto. Each
Each of
of the
the
Business Contracts
Business Contracts isis in full force
in full force and
and effect
effect and
and no
no event
event has occurred or
has occurred condition exists
or condition exists that
that
constitutes or,
constitutes or, with
with the giving of
the giving of notice
notice or the passage
or the passage of
of time or both,
time or both, would
would constitute
constitute aa default
default
by any
by party to
any party to such Business Contract.
such Business Contract.
(b)
(b) The assiglmenl
The assignment to to Buyer
Buyer of
of the
the Assumed Contracts
Contracts and
and the
the consummation
consummation
of the transactions
of the transactions contemplated
contemplated by by this
this Ageement
Agreement (i)
(i) do
do not require the
not require the consent of, notice
consent of, notice to
to or
or
filing with any
filing with any other
other party
party to
to any
any of
of the Assumed Contracts
the Assumed Contracts or any other
or any other Person,
Person, and
and (ii) will not
(ii) will not
cause or
cause or result
result in
in the
the acceleration,
acceleration, termination
termination or
or violation
violation of,
of, default
default under, grant of
under, gram of aa Lien
Lien
under, or
under, or any
any payments
payments toto become
become due under any
due under any of
of the Assumed Contracts
the Assumed (the “Required
Contracts (the “Required
Consents”).
Consents”).
(c)
(c) There are
There are no
no other
other Contracts
Contracts related
related to
to the
the Business
Business or
or the
the Assets
Assets in
in effect
effect
as of
as of the
the Effective
Effective Time except
except the
the Business
Business Contracts.
Contracts. The Assumed Contracts are the
Contracts are only
the only
Contracts that
Contracts that are necessary for
are necessary for the
the Business and the
Business and the use
use ofthe Assets.
of the Assets.
2.6
2.6 Compliance With
Compliance With Law; Permits.
Permits. Business has
The Business has been conducted, and
been conducted, and the
the
Assets have
Assets have been
been used, in compliance
used, in compliance with
with all applicable
all applicable federal,
federal, state
state and
and local
local Laws.
Laws. There
There are
are
Permits necessary
no Pennits necessary to own, lease
to own, lease and operate the
and operate the Business and the
Business and the Assets
Assets and carry on
to carry
and to the
on the
Business as
Business as it is presently
it is being conducted
presently being (collectively, the
conducted (collectively, the “Business
“Business Permits").
Pernuts”).
2.7
2.7 Customers; Pilot
Customers; Pilot Participants.
Participants.
(a)
(a) Schedule 2.7(’a)
Schedule 2.7(a) is correct and
is aa correct and current
current Iist
list of
of the
the names
names ofof all
all of
of the
the
customers of
customers of the Business (the
the Business (the “Customers“).
“Customers”). Seller
Seller has
has used,
used, and
and has
has caused
caused its subsidiaries
its subsidiaries to
to
ASSET PURCHASE AGREEMENT ---

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Page
use,
use, commercially reasonable
commercially reasonable effons
efforts to
to maintain good working
maintain good working relationships
relationships with
with all
all of its
of its
respective Customers.
respective Customers.
(b)
(b) Schedule 2.7(b)
Schedule 2.7(b) is correct and
is aa correct current list
and current list of the names
of the names of of all
all of
of the
the
school districts
school districts and
and other Persons
other Persons (the “Pilot Participants")
(the “Pilot
"Pilot Participants”) engaged
engaged in in the
the pilot
pilot programs
programs
related to the
related to the Business
Business (the
(the “Pilot
“Pilot Programs").
Programs”). Seller has used,
Seller has used, and has caused
and has caused its
its subsidiaries to
subsidiaries to
use,
use, commercially reasonable
commercially reasonable efforts to
efforts maintain
to maintain good working relationships
good working relationships with
with all
all of
of the
the Pilot
Pilot
Participants.
Participants.
2.8
2.8 Title to
Title to Assets;
Assets; Real
Real Propem.
Property.
Properly.
(a)
(a) Seller is
Seller is the
the sole
sole and
and absolute owner of
absolute owner of and has good
and has good and
and indefensible
indefeasible title
title
to or,
to in the
or, in the case
case of leasehold
of leasehold interests,
interests, right
right to
to use
use all
all of
of the Assets free
the Assets free and clear
and clear of
of all
all Liens.
Liens.
As ofof the
the Closing
Closing Date,
Date, Buyer will have
Buyer will good and
have good and valid
valid title
title to or, in
to or, in the case of
the case of leasehold
leasehold
interests, n'ghts
interests, rights to
rights use all
to use all of the Assets,
of the Assets, free
free and
and clear
clear of
of all
all Liens; and Seller
Liens; and Seller represents
represents and
and
warrants that
warrants that as of the
as of the Closing Date
Closing Date it shall have
it shall have no right, title,
no right, title, or interest whatsoever
or interest whatsoever in
in or to
or to
any of
any of the
the Assets.
Assets.
(b)
(b) Schedule 2.8(b)
Schedule 2.8(b) lists the street
lists the street address
address of
of each
each parcel
parcel of
of Real
Real Property
Property
used in
used in the
the Business.
Business. Seller
Seller does
does not
not own any Real Property.
any Real Property. Except
Except asas disclosed
disclosed onon
Schedule 2.8(b),
Schedule Seller is
2.8(b). Seller is not
not aa sublessor
sublessor oror grantor under any
grantor under sublease
any Sublease or other instrument
or other instrument
granting to
granting to any other Person
any other Person any
any right
right to possession, lease,
the possession,
to the occupancy or
lease, occupancy enjoyment of
or enjoyment of any
any
leased Real
leased Real Property.
Property.
2.9
2.9 Condition of
Condition Assets. The
of Assets. Assets are
The Assets are in good operating
in good operating condition,
condition, subject
subject only
only to
lo
ordinary wear
ordinary wear and
and tear.
tear. The Assets.
Assets, together with the
together with the Intellectual
Intellectual Property to be licensed
Property to be licensed to to
Buyer pursuant
Buyer pursuant to
to the
the License
License Agreement,
Agreement, constitute
constitute all
all assets (except for
assets (except for cash)
cash) necessary for
necessary for
Buyer to
Buyer to operate
operate the
the Business
Business following
following the Closing as
the Closing currently operated
as currently operated by
by Seller.
Seller.
2.10 No Material
2.10 Material Adverse
Adverse Change.
Change. Since July l,
Since July 2013, (i)
1, 2013, (i) Seller
Seller has
has operated
operated thethe
Business only in
Business only the ordinary
in the course 0f
ordinary course business and
of business consistent with
and consistent with past
past practice; (ii) there
practice; (ii) there has
has
been no
been no adverse
adverse change
change inin the
the Business
Business or
or in
in the
the Assets which has
Assets which has had
had a a Material Adverse Effect
Material Adverse Effect
the business,
on the business, operations
operations or condition (financial
or condition (financial or otherwise) of
or otherwise)
othenvise) the Business
of the or the
Business or the Assets,
Assets, or
or
any material damage,
any material damage, destruction
destruction oror loss
loss to
to the
the Assets; (iii) Seller
and (iii)
Assets; and Seller has
has not entered into
not entered into any
any
transaction which
transaction which isis not
not at
at arm‘s
arm’s length
length with
with any
any Person.
Person.
2.11
2.1] Inventon’, Eguigment
lnventog, Equipment and
and Supplies.
Supplies. Seller’s
Seller’s inventory,
equipment and
equipment
inventory, and
supplies used
supplies used in the Business
in the Business as
as of
of the
the Closing
Closing Date
Date shall
shall (i) be
(i) be ofof the quality and
the quality and quantity
quantity
maintained in
maintained in the ordinary
the ordinary course
course of business of
of business of the Business and
the Business (ii) be
and (ii) be usable
usable in
in the
the ordinary
ordinary
course of
course of business.
business.
2.12
2.12 IINTENTIONALLY OMITTED|
IINTENTIONALLY OMITTEDI
2.13 Litigation
2.!3 Litigation andand Court
Court Orders.
Orders. There There areare no
no (i) outstanding Govemmental
(i) outstanding Governmental
Orders against Seller
Orders against Seller or
or its subsidiaries which
its subsidiaries which would
would affect
affect any
any of the Assets
of the Assets or the Business,
or the Business, or
or
(ii) Actions (whether
(ii) Actions (whether oror not
not the
the defense
defense or or liabilities
liabilities are
are covered
covered byby insurance)
insurance) threatened
threatened or
or
actually filed
actually filed and served by,
and served by. on
on behalfof,
behalf of,
behalf of, or
or against
against Seller
Seller or
or any
any of
of its
its subsidiaries
subsidiaries affecting
affecting any
any
"x“ of the
of the Assets
Assets or the Business,
or the Business, inin any
any court or before
court or before any Governmental Authority.
any Govemmenta! Authority.
AGREEMENT
ASSET PURCHASE AGREEMENT --
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Page
2.14 Environmental Matters.
d 2.14
Seller’s Knowledge,
Seller’s
EnvironmentalMatters.
(a)
(a) Neither Seller
Neither
Knowledge, threatened
Seller nor
threatened Environmental
any of
nor any of the
Environmental Claim
Assets is
the Assets
Claim relating
relating to
subject lo
is subject
to the
the Business
to any
Business or
pending or,
any pending
or the
the Assets
or. to
Assets and
to
and
state of
no state of facts
facts exists
exists which
which would
would form
form the
the basis for an
basis for an Environmental
Environmental Claim Claim from
from anyany
Governmental Authority.
Governmental Authority. Seller
Seller is currently and
is currently and has
has been
been atat all times in
all times in compliance
compliance with
with all
all
Environmental Laws that
Environmental that are
are applicable
applicable toto the
the Assets the Real
and the
Assets and Real Property.
Property. Seller
Seller has not
has not
received from
received from any Governmental Authon’ty
any Governmental Authority oror any other Person
any other Person any:
any: (i)(i) notice or claim
notice or claim relating
relating
to Environmental Laws;
to Environmental Laws; oror (ii) written request
(ii) written request forfor information
information pursuant
pursuant to Environmental Law,
to Environmental Law,
which,
which, inin each
each case,
case, either
either remains
remains pending
pending or unresolved, or
or unresolved. or isis the
the source
source ofof ongoing
ongoing
oNigations or
obligations or requirements
requircments as of the
as of the Effective
Effective Time.
Time.
(b)
(b)There has been
There has been nono release
release ofof hazardous
hazardous malen'als by Seller
materials by Seller in
in
contravention of
contravention of Environmental
Environmental Law with
with respect
respect to
to the
the any
any of
of the
the Assets
Assets or
or the Real Property.
the Real Property.
2.15
2.15 IINTENTIONAEX
IINTENTIONALLY OMITTEDJ
llNTENTIONAfliY OMITTED1
OMITTEQI
2.16
2.16 [INTENTIONALLY OMI1TEDJ
IINTENTIONAI-IY OMITTED|
OMITTED]
2.17 Broker.
2.17 Broker. No amount
amount is due to
is due any broker,
to any broker, finder or financial
finder or advisor for
financial advisor the
for the
transactions contemplated by
transactions contemplated this Agreement.
by this Agreement.
2.18
2.18 Intellectual Property.
Intellectual Progerg.
(a)
(a) Intellectual Property
The Intellectual Property used
used by and material
by and to Seller
material to Seller in the conduct
in the conduct of
of
the Business
the Business (i) is comprised
(i) is comprised onlyonly of of Business
Business Owned Intellectual
Property andand Business
Business
Licensed Intellectual
Licensed Intellectual Property.
Property, (ii)constitutes
(ii) constitutes all
all of the Intellectual
of the Intellectual Property
Property necessary
necessary and
and
sufficient for
sufficient for Seller
Seller to
to currently
currently conduct
cunently conduct the the Business,
Business, andand (iii)
(iii) contains
contains only
only those
those items and
items and
rights that
rights that are
are owned
owned by by Seller
Seller or
or its
its subsidiaries
subsidiaries or rightfully used
or rightfully by Seller
used by Seller or its subsidiaries
or its subsidiaries
pursuant to
pursuant to aa valid and enforceable
valid and enforceable license.
license.
(b)
(b) Schedule 2.18(b)(i)
Schedule 2.18(b)(i) contains
contains aa true
true andand complete
complete listlist of
of the
the Business
Business
Owned Intellectual
Property thatthat Seller
Seller or any of
or any of its
its subsidiaries
subsidiaries has has either
either registered
registered with
with aa
Governmental Authority
Governmental Authority or which Seller
or which Seller oror any
any of its its subsidiaries
subsidiaries currently
currently hashas filed
Wed forfor
registration with
registration with aa Governmental
Governmental Authority,
Authority, and and any
any other
other Business
Property
material to
material to and
and used
used in
in the
the conduct
conduct of the Business
of the Business including
including but but not limited to
not limited domain names or
to domain or
URLs, categories of
URLs, categories of trade
trade secrets,
secrets, unregistered
unregistered copyrights.
copyrights, and and website
website content.
content. There
There are
are no
no
pending patent,
pending patent, copyright
copyright or or trademark
trademark applications
applications of Seller or
of Seller or any of its
any of its subsidiaries.
subsidiaries. Schedule
Schedule
2.18(b) (ii) contains
2.18(b)(ii)
2.I8(b)(ii) contains aa true
true and
and complete
complete list of the
list of the Business
Business Licensed
Licensed Intellectual Property that
Intellectual Property that is
is
material
material toto the Business as
the Business as currently
currently conducted.
conducted. All All of the fees
of the fees and filings due
and filings due as of the
as of the Closing
Closing
Date with
Date with respect
respect toto all
all Business
Property havehave been
been duly made. To the
duly made. the
Knowledge
Knowledge of of Seller.
Seller, nono party
party isis in
in breach
breach ofof any
any Business Licensed Intellectual
Business Licensed Intellectual Propeny.
Property. Seller
Seller
and its
and its subsidiaries
subsidiaries owe no no royalties
royalties or other payments
or other payments to to third
third parties
parties in
in respect
respect ofof the
the Business
Business
Licensed Intellectual PropenyProperty relating
relating to use of
to use of such Intellectual Property
such Intellectual Property on on oror before
before the
the
Closing Date.
Closing Date.
(c)
(c) the Closing,
Upon the Closing, (i)
(i) Buyer will be
Buyer will be the sole licensee
the sole licensee ofof the
the Business
Business
Owned Intellectual applicable to
Property applicable this transaction,
to this transaction, free
free and
and clear
clear of
of all
all Liens,
Liens, (ii)
(ii) no third
no lhird
third
AGREEMENT
ASSET PURCHASE AGREEMENT -- Page
—
-
Page 88
party will have
party will have any ownership interest
any ownership interest in
in or
or to
to any Business
any Business Intellectual Property
Owned Intellectual Property
applicable to
applicable to this
this transaction
transaction or,
or, except
except as set forth
as set forth in
in Schedule
Schedule any
any2.18q’c,I,
right
right to
2.18(c),
to use,
use, license
license
or
or sublicense
sublicense any of the Business
any of the Business Owned Intellectual
Intellectual Property, and
Property, and (iii)
(iii) Buyer
Buyer will have the
will have the sole
sole
right lo
right to use
use the
the Business
Business Intellectual
Intellectual Property,
Property. sufficient
sufficient to
to conduct
conduct thethe Business
Business inin Texas
Texas as as
(d)
(d) The conduct
The conduct of
of the Business by
the Business by Seller or any
Seller or any of
of its subsidiaries has
its subsidiaries has not
not
infringed or
infringed misappropriated. and
or misappropriated. and does
does not infringe or
not infringe misappropriate,
or misappropriate, any
any Intellectual Property
of any other
of any other Person.
Person. No Action
N0 Action before
before any
any Governmental
Authority in
in any jurisdiction (i)
any jurisdiction (i)
challenging the
challenging the validity, enforceability, continuity
validity, enforceability, continuity or ownership by
or ownership Seller of
by Seller any Business
of any Business
Owned Intellectual Property, nor
Intellectual Propeny, nor toto the Knowledge of
the Knowledge of the Seller, any
the Seller, Business Licensed
any Business Licensed
Intellectual Property or or (ii)
(ii) to
to the
the effect that the
effect that the use,
use, distribution, licensing, sublicensing,
distribution, licensing, sale or
sublicensing, sale or
any other exercise of rights in the Business
any other exercise of rights in the Business IntellectualIntellectual Property
Property byby Seller
Seller oror any
any of
of its
its members,
members.
managers, employees
managers, employees or or independent
independent contractors
contractors infringes
infringes or or will
will infringe
infringe any
any Intellectual
Intellectual
Property of
Property any Person,
of any Person, isis or
or has
has been
been asserted
asserted oror threatened
threatened by any Person.
by any Person. As to any Business
to any Business
Owned Intellectual Property, no
Intellectual Property, no basis exists for
basis exists for such
such an an Action,
Action, andand nono facts exist which
facts exist which would
would
reasonably be
reasonably expected to
be expected to give
give rise
rise lo
to such
such anan Action.
Action. As to to any
Business Licensed Intellectual
Property, lo
Property, to the
the Knowledge
Knowledge of of the Seller, no
the Seller, no basis
basis exists
exists for such an
for such an Action,
Action, and
and no
no facts
facts exist
exist
which would
which would reasonably
reasonably be be expected
expected to give rise
to give rise to
to such
such an Action. To the
an Action. the Knowledge
Knowledge of the
of the
Seller, there is
Seller, there is no unauthorized
no unauthorized use. infringement or
use, infringement misappropriation of
or misappropriation any Business
of any Business
Intellectual Property by any third
by any third party,
party, member,
member, current
current oror former
former employee. Representative or
employee, Representative or
contract worker of Seller.
contract worker of Seller.
(e)
(e) Schedule 2.18(e)
Schedule 2.18(e) is copy of
is aa copy of the current policy
the current policy oror policies
policies ofof Seller
Seller and
and
any
any of
of its
its subsidiaries
subsidiaries relating
relating to the physical and electronic protection
to the physical and electronic protection of of its information
its information assets
assets
from unauthorized
from unauthorized access,access, interception.
interception, disclosure,
disclosure, use
use oror modification.
modification. Except Except as as expressly
expressly set
set
forth in Schedule
forth in Schedule 2.18(e),
2.18(e), all
all personal,
personal, user, business, Customer,
user, business, Customer, or or Pilot
Pilot Participant
Participant information
information
used by or
used by or in
in the
the possession,
possession, custody
custody or control of
or control of Seller
Seller or any of
or any its subsidiaries
of its subsidiaries hashas been
been
collected, stored,
collected, stored, maintained
maintained and and used
used in compliance with
in compliance with all applicable Laws
all applicable Laws as well as
as well as its
its and
and
its
its Customers’
Customers’ and Pilot Participants’ privacy
and Pilot Participants’ privacy policies policies and agreements. Schedule
and agreements. Schedule 2.18(e)
2.18(e)
contains aa complete
contains explanation of
complete explanation of each
each and every event
and every event occurring
occurring at at any
any lime within the
time within
time the past
past 44
years in
years which aa security
in which system of Seller or any of its subsidiaries
security system of Seller or any of its subsidiaries has has been
been breached,
breached, oror any
any
information or
information communication in
or communication in the
the possession,
possession, custody
custody or control of
or control of Seller
Seller or
or any
any ofof its
its
subsidiaries has
subsidiaries has been
been accessed,
accessed, used
used or disclosed without
or disclosed without the
the authority
authority and
and permission
permission ofof Seller
Seller
or any of
or any of its
its subsidiaries,
subsidiaries, including,
including, but but notnot limited
limited to, the system(s),
to, the information or
system(s), information or
communication(s) affected;
communication(s) affected; how the the event occurred; how itit was
event occurred; was mitigated
mitigated or resolved; and
or resolved; and what
what
systems, policies
systems, policies and
and procedures
procedures werewere put
put in place to
in place to prevent
prevent its reoccurrence.
its reoccurrence.
(fl
(f) To the
To the extent
extent any
any Intellectual
Intellectual Property included within
Property included within Business
Business Owned
Intellectual Property has
has been developed or created by
been developed or created by any Employee or
any Employee or third party (the
third party (the “lP
‘IP
Personnel’), Seller
Personnel"), Seller or
or its subsidiaries
subsidiaries has
its obtained, by
has obtained, by written
written agreement with such
agreement with such [P
IP Personnel,
PersonneL
sole and exclusive
sole and exclusive ownership
ownership of
of all right, title,
all right, title, and interest
and interest inin and
and to
to all such Intellectual
all such Intellectual
Property. To the
Property. the extent
extent any
any Intellectual
Property has has been
been developed
developed oror created
created byby any
any lP
lP
Personnel which
Personnel which has been used
has been used as
as aa basis
basis to derive any
to derive Business Intellectual Property.
any Business Owned Intellectual Property,
Seller has
Seller has obtained,
obtained, by written agreement
by written agreement with with such
such IP Personnel, sole
IP Personnel, sole and exclusive ownership
and exclusive ownership
of all
of all right,
right, title,
title, and interest in
and interest in and
and to to all such Intellectual
all such Intellectual Property.
Property. Upon the the Closing,
Closing, no no
Person other
Person other than
than Buyer
Buyer will
will possess
possess any current or
any current contingent rights
or contingent rights of
of use of Intellectual
use of Intellectual
ASSET PURCHASE AGREEMENT —-

- Page 99
Page
Property that
Property that is part
ispart of
of the Business Owned Intellectual
the Business Property in
Intellectual Property in the state of
the state of Texas.
Texas. TheThe
transactions contemplated byby this
this Agreement will not
Agreement will not result
result in any third
in any third party
party gaining
gaining aa right
right to
to
access the
access the source
source code included in
code included in the Business Owned Intellectual
the Business Intellectual Property
Property in state
the state of
in the of
Texas.
Texas.
(g)
(g) None of
None of the
the software
software included
included in the Business
in the Business Owned Intellectual
Property
or, to
or, to the Knowledge
the Knowledge of the Seller,
of the Business Licensed
the Business
Seller, the Licensed Intellectual
Intellectual Property contains any
Property contains any
computer code
computer code (i) designed to
(i) designed to harm,
lo harm, disable,
disable, infiltrate,
infiltrate, or
or impair
impair inin any manner the
any manner the operation
operation of
of
such software,
such or any other associated software,
soflware, or any other associated sofiware, firmware, firmware, hardware,
hardware, computer
computer system
system or
or
network (sometimes
network (sometimes referred
referred to as “viruses"
to as ‘virnses” or “worms” or
or “worms" “time bombs”)
or “time bombs”) oror (ii)
(ii) that
that would
would
permit any
permit Person to
any Person access such
to access software to
such sofiware intentionally cause
to intentionally cause any harmful or
any harmful malicious
or malicious
procedures, routines
procedures, routines or mechanisms which
or mechanisms would cause
which would cause the software to
the sofiware
soflware to cease
cease functioning;
functioning; toto
damage or
damage corrupt data,
or corrupt data, storage
storage media,
media, programs,
programs, equipment
equipment or communications; or
or communications; or lo
to copy,
copy,
intercept, search, or
intercept, search, or otherwise
othenvise access
access without
without authority
authority anyany data,
data, storage media, equipment
storage media, equipment or or
communications.
communications.
(h)
(h) Buyer has
Buyer has been
been provided
provided aa complete
complete and
and accurate copy of
accurate copy of the
the service
service log
log
for support
for support services
services which have
which have been
been provided
provided to
to the Customers or
the Customers or Pilot Participants over
Pilot Participants over the
the 33
years immediately
years immediately preceding
preceding thethe Closing Date, including,
Closing Date, including, but
but not limited to,
not limited to, (i)
(i) the
the nature
nature of
of
each reported error
each reported error or other request
or other request for support; (ii)
for support; the date
(ii) the such error
date such report or
error report or other
other request
request for
for
support was
support received; (iii)
was received; (iii) the
the nature
nature and
and quantity
quantity of resources devoted
of resources devoted toto its
its resolution;
resolution; (iv)
(iv) the
the
length of
length time required
of time required for its resolution;
for its (v) how the
resolution; (v) the resolution
resolution was achieved;
was achieved; and
and (vi) whether
(vi) whether
the error
the error or other request
or other request for
for support
support reoccurred.
reoccurred.
2.19
2.19 Warranty. Seller
Warrang. Seller has delivered or
has delivered available to
or made available Buyer: (a)
to Buyer: (a) aa specimen
specimen copy
copy
of the
of form of
the form of written warranties covering
written warranties covering any
any of
of the
the Assets
Assets or
or the
the Business
Property
which have not yet expired (identifying specific Assets
which have not yet expired (identifying specific Assets 0r
or Business
Intellectual Property)
Property) and
and
(b) aa
(b) summary of
summary of the
the warranty
warranty expense
expense incurred
incurred with
with respect
respect to the Business
to the Business during
during the
the last
last two
two
tw0
(2)
(2) fiscal
fiscal years.
years. To Seller’s
Seller’s
SeIIer’s Knowledge no liability
Knowledge no liability exists for
exists for any
any retum claim, warranty
return claim,
return warranty claim
claim oror
other obligation to
other obligation provide parts
to provide parts or service on,
or service on, or to repair
or to or replace,
repair or any equipment
replace, any equipment or or other
other
propeny
property sold or
property sold or delivered
delivered in connection with
the Business in Texas
Business in Texas atat any time on
any time on or
or prior
prior to
to the
the
Closing Date.
Closing Date. To Seller’s Knowledge, no
Seller’s Knowledge, no equipment
equipment or or other property heretofore
other property heretofore soldsold in
in
connection with the
connection with Business is
the Business is now the
the subject
subject ofof any
any guarantee
guarantee or warranty other
or warranty other than
than Seller‘s
Seller’s
standard form
standard form ofwritten warranties.
of written warranties.
2.20 Completeness
2.20 Completeness of
Comgleteness of Disclosure. representation or
Disclosure. No representation warranty by
or warranty by Seller in this
Seller in this
Agreement, the Disclosure Schedules,
Agreement, the Disclosure Schedules, any other Transaction
any other Transaction Document
Document or or any
any certificate
certificate or
or
other document
other document furnished
furnished or
or to
to be
be furnished
furnished to
to Buyer
Buyer pursuant
pursuant hereto,
hereto, contains,
contains, or
or will
will contain
contain at
at
Closing, any
Closing, any untrue statement or
untrue statement or omits,
omits, or will omit
or will omit at
at Closing,
Closing, to
to state material fact
state aa material required to
fact required to
be stated
be stated herein
herein oror therein
therein or
or necessary
necessary toto make
make any
any statement
statement or fact herein
or fact herein or
or therein
therein not
not
misleading to
misleading to the
the best
best of
of Seller’s knowledge.
Seller’s knowledge.
ARTICLE 33
REPRESENTATIONS AND WARRANT
REPRESENTATIONS WARRANTIES OF BUYER
IES 0F
Buyer hereby
Buyer hereby represents
represents and
and warrants
warrants to Seller as follows:
to Seller as follows:
ASSET PURCHASE AGREEMENT —-
Page 10
Page tO
3.1
3.I
3.! Organization
0r anization and Good Standing.
Standin Buyer is
Buyer is aa county
. county school
school district
district duly
duly
organized, validly existing
organized, validly existing and
and in
in good
good standing
standing under
under lhe Laws of
the Laws of the State ofTexas.
the State of Texas.
3.2
3.2 Organizational Authoritv;
Organizational Effect. Buyer
AuthoriP’; Binding Effect. Buyer has
has full power and
Ml power and authority
authority
to execute
to and deliver
execute and deliver each
each of
of the Transaction Documents
the Transaction Documents to
to which
which itit is
is aa party
party and
and to
to perform
perform
its obligations
its thereunder. All
obligations thereunder. All action
action onon the
the part of Buyer
part of Buyer necessary
necessary for
for the
the authorization,
authorization,
execution and
execution delivery of
and delivery of each of the
each of the Transaction
Documents to to which
which itit is
is aa party and the
party and the
performance of
performance of all
all obligations
obligations of Buyer thereunder
of Buyer has been
thereunder has been taken
taken or will be
or will be taken prior to
taken prior to the
the
Closing. Each
Closing. Each of
of the
the Transaction
Documents lo to which
which itit is
is aa party
party constitutes,
constitutes, oror when executed
executed
and delivered
and will constitute,
delivered will constitute, aa valid
valid and
and legally
legally binding
binding obligation
obligation ofof Buyer. enforceable against
Buyer. enforceable against
it in accordance with its terms.
it in accordance with its terms.
3.3
3.3 Violation. The execution,
No Violation. delivery and
execution, delivery and performance
performance of
of this
this Agreement
Agreement and
and
the consummation
the consummation of
of the
the transactions
contemplated hereby
hereby will
will not
not (a)
(a) violate
violate any
any Law or
or
GovernmentaL Order
Govemmentnl Order applicable
applicable to Buyer; (b)
lo Buyer; conflict with
(b) conflict with or result in
or result in the
the breach
breach of
of any
any
provision of
provision Buyer’s Board
of Buyer’s Board Policy;
Policy; or
or (c) violate or
(c) violate result in
or result in the
the breach
breach of
of any provision of,
any provision or aa
of, or
default under,
default any material
under, any material Contract
Contract to which Buyer
to which Buyer isis aa party
party or
or by which Buyer
by which or any
Buyer or any of
of its
its
assets or
assels properties
or properties be bound
may be bound or
or subject.
subject.
ARTICLE 44
POST—CLOSING COVENANTS
POST-CLOSING
4.1
4.1 Governmental Approvals
Governmental Approvals and Consents.
Consents. To the the extent
extent not accomplished prior
not accomplished prior
to Closing,
to Buyer and
Closing, Buyer and Seller
Seller shall
shall (a)
(a) take
take all commercially reasonable
all commercially reasonable actions
actions toto obtain
obtain all all
Required Consents and
Required Consents and allall consents, authorizations, orders
consents, authorizations, orders and and approvals
approvals fromfrom any any
Governmental Authorities that
Governmental Authorities that may be be or necessary for
or become necessary for the
the execution,
execution, delivery
delivery and
and the
the
performance of
performance this Agreement
of this Ageement and and the
the other
other Transaction Documents, and
Transaction Documents, and to
to make all filings
all filings
with, as
with, applicable, any
as applicable, any Governmental Authority or
Governmental Authority other Person
or other Person required
required toto be obtained or
be obtained or made
by itit for
by the consummation
for the consummation of of the
the transactions contemplated by
transactions contemplated by this
this Agreement
Agreement or or forfor the
the
operation
operation and conduct
and conduct of the Business
of the Business by by Buyer from and
Buyer from and afier
after the
the Closing
Closing Date,
Date, andand (b)(b)
cooperate
cooperate withwith and
and promptly
promptly furnish
furnish information necessary to
information necessary the other
to the other Party
Party in
in connection
connection withwith
any requirements imposed
any requirements imposed upon
upon such
such other
other Pany
Party in connection with
the consummation
consummation of of the
the
this Agreement.
Agreement.
4.2
4.2 Public Announcements.
Public Announcements. Seller and
Seller and Buyer shall
Buyer shall consult
consult with
with one
one another
another and
and
seek one another’s
seek one another’s approval
approval before
before issuing press release
any press
issuing any release with
with respect
respect to
to the
the transactions
transactions
contemplated by
contemplated by this
this Agreement and shall
Agreement and shall not issue any
not issue any such
such press
press release
release prior
prior to such
to such
consultation and approval;
consultation and approval; provided, however, that
provided. however. Buyer or
that Buyer or Seller
Seller may,
may, without
without such
such approval,
approval,
such press
make such releases or
press releases or other
other public announcement as
public announcement as itit believes are required
believes are required pursuant
pursuant toto
any applicable Laws, in which
any applicable Laws, in which case the Party required
the Party required to
to make the the release or announcement
release or announcement shall
shall
allow the
allow the other
other Party
Party reasonable
reasonable time
time to
to comment onon such
such release
release or or announcement
announcement inin advance
advance
of such
of issuance; provided,
such issuance; provided, further,
further. that
that each may make internal
Party may
each Party internal announcements
announcements to to their
their
respective employees
respective employees that
that are
are consistent
consistent with
with the Parties’ prior
the Parties’ prior public
public disclosures
disclosures regarding
regarding the
the
by this Agreement.
Agreement.
4.3
4.3 Employees.
Employees.
x. _./
ASSET PURCHASE AGREEMENT Page

—- Page
- II
ll
(a)
(a) Continued Employment.
Continued Employment. Buyer Buyer currently
currently plans
plans to
to offer
offer t0
to employ.
employ, within
within
30 days
30 days afler
after the
the Closing
Closing Date,
Date, certain
certain of
of the
the Employees
Employees listed
listed on Schedule 2.4,
on Schedule 2.4, upon
upon the
the terms
terms
conditions under
and conditions
and under which
which Buyer employs its
Buyer employs its employees.
employees. Any Employee
Employee to to whom Buyer
Buyer hashas
offered employment
offered tinder
employment under this this Section
Section 4.31a1 and
4.3(a) and
4.3m! who accepts such offer
accepts such offer is referred to herein
is referred to herein asas
“Transferring Employee.“
a “Transferring
a Employee.” BuyerBuyer shall have the
shall have the right
right to
to terminate
terminate any
any Transferring
Transferring Employee
Employee
upon written notice
upon written notice to
to such
such individual
individual atat any
any time,
time, including immediately afier
including immediately after Closing.
Closing. Nothing
Nothing
herein shall
herein shall be
be deemed
deemed to to affect
affect or
or limit
limit inin any
any way
way normal prerogatives of
normal management prerogatives of Buyer
Buyer
after the Closing
afier the Closing Date
afler Date with
with respect to former Employees of Seller or to create or
respect to former Employees of Seller or to create or grant to suchgrant to such
Employees any
Employees any third
third party
party beneficiary
beneficiary rights
rights or
or claims
claims of
of any
any kind or nature.
kind or nature.
(b)
(b) Benefits,
Workers’ Compensation.
Workers’
Benefits, Compensation. Seller
Seller agrees
agrees to, with respect
lo, with
to, respect to
to
claims for
claims workers’ compensation
for workers' compensation and
and all
all claims
claims under
under Seller's
Seller’s employee
employee benefit
benefit plans
plans and
and
programs by
programs by Persons working for
Persons working for Seller accruing prior
Seller accruing prior to the Effective
to the Effective Time,
Time, whether
whether insured
insured or
or
otherwise (including,
otherwise (including, but
but not
not limited
limited workers’ compensation,
to, workers’
to, life insurance,
compensation, life insurance, medical
medical and
and
disability programs),
disability programs), at
at its
its expense, honor
own expense, honor or
or cause
cause its
its insurance
insurance carriers
carriers to
to honor
honor such
such
claims in
claims accordance with
the terms
terms and
and conditions
conditions of
of such
such plans,
plans, programs
programs or or applicable
applicable
workers’ compensation
workers' compensation statutes.
statutes. All Transferring Employees
All Transferring Employees shall
shall be
be eligible
eligible to
to participate
participate in
in
Buyer’s health
Buyer’s health and welfare benefit
and welfare benefit plans
plans on
on the
the same basis
basis as Buyer’s newly
as Buyer’s hired employees.
newly hired employees.
(c)
(c) Severance Payments,
Severance Payments, Accrued
Accrued Vacation.
Vacation. Seller shall
Seller shall be
liable
be for any
liable for any
severance, separation,
severance, separation, deferred
deferred compensation
compensation or
or similar benefits that
similar benefits that are
are payable
payable (i)
(i) to
lo any
any
Person who is
Person is or was an
or was an employee
employee of Seller and
of Seller and who is is not
not aa Transferring Employee, including
Transferring Employee, including
any
any such
such Person
Person whose
whose employment
employment with
with the
the Business
Business was
was terminated
terminated at
at or
or prior
prior to
to the
the Effective
Effective
Time; and
Time; and (ii)
(ii) to
to Transferring
Transferring Employees,
Employees, toto the
the extent
extent that
that such Transferring Employee’s
such Transfem'ng Employee’s right
Employee‘s right
severance, separation,
to severance,
to separation, deferred
deferred compensation
compensation or similar benefits
or similar benefits arises
arises as
as aa result
result ofof the
the
transactions contemplated by this Agreement. Seller shall pay any and all obligations
transactions contemplated by this Agreement. Seller shall pay any and all obligations of Seller of Seller
with respect
with respect to
to vacation
vacation and
and sick
sick leave
leave pay
pay accrued
accrued by
by the
the Transferring Employees.
Transferring Employees.
Nothing
Nothing in
inthis Agreement
Agreement confers
this confers upon
upon anyany former
former employee
employee of of Seller
Seller or
or Transferring
Transferring
Employee any
Employee any rights
rights or
or remedies
remedies of
of any
any nature
nature or
or kind whatsoever under
kind whatsoever under or
or by
by reason
reason ofof this
this
Section 4.4.
Section 4.4. Nothing
Nothing inin this
this Agreement
Agreement shall
shall limit
limit the
the right
right of
of Buyer
Buyer to terminate or
to terminate or reassign
reassign any
any
Transferring Employee
Transferring Employee afier
after the
the Closing Date or
Closing Date or to
to change the terms
change the terms and
and conditions
conditions of
of his
his or
or her
her
employment in
employment in any
any manner.
manner.
4.4
4.4 Transition Matters.
Transition Matters.
(a)
(a) Discharge of
Discharge of Business
Business Obligations After Closing
Obligations After Closing Date. From and
Date. From and after
after
the Closing
the Closing Date,
Date, Seller
Seller shall
shall pay
pay and
and discharge
discharge and
and due all
when due all of
of the
the Excluded
Excluded Liabilities.
Liabilities.
After the
Afler
Afier the Closing,
Closing, Seller
Seller will
will cooperate
cooperate with
with Buyer its efforts
in its
Buyer in efforts to
to continue
continue and
and maintain
maintain for the
for the
benefit of
benefit of Buyer
Buyer those
those business
business relationships
relationships related
related to
to the
the Business
Business and
and existing
existing prior
prior to
to the
the
Closing Dale,
Closing Date, including
including relationships
relationships with
with lessors,
lessors, Employees,
Employees, Governmental
Governmental Authorities
Authorities or
or
similar Persons.
similar Persons, licensors,
licensors, Customers,
Customers, Pilot
Pilot Participants,
Participants, suppliers
suppliers and
and others,
others, and
and Seller
Seller will
will
satisfy the
satisfy the Excluded
ExcludedLiabilities in
Liabilities manner that
in aa manner that is
is not
not detrimental
detrimental to
to any of such
any of such relationships.
relationships.
Seller will
Seller will refer
refer to
to Buyer all
Buyer all inquiries
inquiries relating
relating toto the
the Business. Seller shall
Business. Seller shall not
not take any action
take any action
that would tend
that would tend to
to diminish
diminish the value of
the value of the
the Assets
Assets after
after the
the Closing
Closing Date
Date or
or that would interfere
that would interfere
with the
with the Business
Business as
as operated
operated by the Buyer
by the after the
Buyer after the Closing Date, including
Closing Date, including disparaging
disparaging the
the
Business or
Business or the
the name
name ofof Buyer
Buyer oror any
any of
of its
its Affiliates.
Affiliates.
ASSET PURCHASE AGREEMENT — Page l2

— Page
— 12
(b)
(b) Misdirected Payments.
Misdirected Payments. From and
From and after
after the
the Closing,
Closing, if
if Seller receives or
Seller receives or
collects
collects any funds
any ftinds or
or assets
assets of
of Buyer.
Buyer, including
including any funds or
any funds or assets
assets relating
relating to
to or
or consisting
consisting of
of
any
any of the Assets
of the Assets oror arising
arising from
from the
the operation
operation of
of the
the Business
Business by
by Buyer
Buyer afier
after the
afler the Closing
Closing Date,
Date,
Seller shall
Seller shall remit
remit such
such funds
funds or
or assets
assets to
to Buyer
Buyer within
within three
three Business
Business Days
Days after
after its
its receipt
receipt
thereof.
thereof.
(c)
(c) Services. Pursuant
Services. Pursuant toto the Services Agreement.
the Services Seller shall
Agreement, Seller shall provide
provide to to
Buyer certain services in connection with the transition of Business operations and the utilization
Buyer certain services in connection with the transition of Business operations and the utilization
of the
of the Intellectual
Property pursuant
pursuant thereto.
thereto.
4.5
4.5 Non-Competition; Non—Solicitation.
Non-Competition; Non-Solicitation. InIn recognition
recognition of
of the
the fact
fact that
that lhe
the Business
Business
is aa business
is involving relationships
business involving relationships with
with its
its Customers
Customers and
and Pilot
Pilot Participants,
Participants, the
the success
success of
of
which is
which is due
due to
to the
the continuation
continuation of
of such
such relationships,
relationships, and
and the
the business
business objectives
objectives of
of the
the Buyer
Buyer in
in
entering into
entering into this
this Agreement
Agreement and
and the
the transactions
contemplated hereby,
hereby, including
including but
but not
not limited
limited
to the
to the exclusive
exclusive License
License granted
granted to
to Buyer pursuant
Buyer pursuant to
to the
the terms
terms hereof, and the
hereof, and the consideration
consideration
paid therefor, Seller agrees that the following non-competition and non-solicitation provisions
non-solicitation provisions do
paid therefor, Seller agrees that the following non-competition and non—solicitation do
not impose
not impose aa greater
greater restraint
restraint than
than is
is necessary
necessary toto protect
protect the
the legitimate
legitimate business
business interests
interests of
of the
the
Buyer
Buyer and
and contain
contain certain
certain limitations
limitations as
as to
to duration,
duration, geographic
geographic area
area and
and scope
scope of
of activity
activity which
which
are reasonable
are reasonable under
under the
the circumstances.
circumstances.
(a)
(a) At any
At any time
time following
following the the Closing
Closing Date,
Date, except
except asas permitted
permitted in in this
this
Section 4.5,
Section 4.5, neither
neither Seller
Seller nor
nor any
any ofof its
its Affiliates
Affiliates (collectively,
(collectively, the
the “Restricted
“Restricted Parties“)
Parties”) shall
shall
own, manage.
own, manage, operate,
operate, control,
control, participate
participate in, perform services
in, perform services for, sell materials
for, sell materials to,
to, develop
develop
products or
products or Intellectual
Property for
for or otherwise carry
or otherwise carry on,
on, aa business, enterprise, venture,
business, enterprise, venture, oror
other entity
other entity competitive
competitive with
with the
the Business
Business in in the
the Slate
State of
of Texas.
Texas. TheThe restrictions
restrictions set
set forth
forth in
in this
this
Section 4.5
Section 4.5 shall
shall not
not be
be construed
construed to to prohibit
prohibit oror restrict
restrict any
any investment
investment by by aa Restricted
Restricted Party
Party inin
any Person
any Person that
that is
is traded
traded on
on aa national
national securities
securities exchange
exchange if the Restricted
if the Restricted Parties
Parties collectively
collectively
hold Iess
hold less than
than five
five percent
percent (5%)
(5%) of of the
the outstanding voting securities
outstanding voting securities of such Person.
of such Person. The The
duration of
duration of this
this covenant
covenant notnot to
to compete
compete shall
shall last
last indefinitely.
indefinitely.
(b)
(b) For the
For the period
period commencing
commencing on on the
the Closing
Closing Date
Date and
and expiring
expiring onon the
the
second
second (2nd) anniversary
(2nd) anniversary thereof,
thereof, none
none ofof the
the Restricted
Restricted Panies
Parties shall,
shall, without
without the
the prior
prior written
written
consent of
consent of Buyer,
Buyer, directly
directly oror indirectly,
indirectly, solicit
solicit to
to hire
hire or
or hire,
hire, or
or enter
enter into
into aa consulting
consulting
agreement with
agreement with (i)
(i) any
any employee
employee of of or
or consultant
consultant to to Buyer
Buyer or any of
or any its subsidiaries
of its subsidiaries or
or (ii)
(ii) any
any
Person who was
Person was an an employee
employee of of or
or consultant
consultant to Buyer or
to Buyer or any
any of its subsidiaries
of its subsidiaries within
within the
the 12
12
months preceding
months preceding such
such solicitation
solicitation or
or hiring.
hiring. The The foregoing
foregoing restrictions
restrictions are
are not
not intended
intended to to
preclude general
preclude general solicitations
solicitations in newspapers or
in newspapers or similar
similar mass
mass media
media not
not targeted
targeted towards
towards current
current
or former
or former employees
employees of of Buyer
Buyer or any of
or any of its subsidiaries or
its subsidiaries or consultants
consultants or or former
former consultants
consultants toto
Buyer or
Buyer or any
any of
of its subsidiaries.
its subsidiaries.
(c)
(c) For the
For the period
period commencing
commencing on on the
the Closing
Closing Date
Date and
and expiring
expiring on on the
the
second (2nd)
second (2nd) anniversary
anniversary thereof,
thereof, none
none of
of the Restricted Parties
the Restricted Parties shall, without the
shall, without the prior
prior written
written
consent of
consent Buyer, directly
of Buyer, directly or
or indirectly,
indirectly, for
for themselves
themselves oror for
for aa third
third pany,
party, solicit
solicit or
or otherwise
otherwise
engage in
engage in discussions
discussions forfor the
the purpose
purpose ofof establishing
establishing or or influencing
influencing aa customer
customer relationship
relationship with
with
any customer
any customer or or prospective
prospective customer
customer of Buyer or
of Buyer or any of its
any of subsidiaries that
its subsidiaries was aa customer
that was customer 0ror
prospective customer of Buyer or any of its subsidiaries as of the Closing Date
prospective customer of Buyer or any of its subsidiaries as of the Closing Dale or during the 12or during the 12
months prior
months prior lo
to the
the Closing
Closing Date
Date (including
(including such
such customer
customer relationships
relationships and
relationships and leads
leads of
of Seller
Seller that
that

AGREEMENT—Page 13
— Page l3
L
are acquired pursuant
are acquired to this
pursuant to this Agreement),
Agreement). which relationship
which would be
relationship would reasonably likely
be reasonably likely to
to
adversely impact
adversely impact the
the business
business relationship between such
relationship between such customer
customer and
and Buyer.
Buyer.
4.6
4.6 Wholesale Eguigment.
Wholesale Equipment. At At any
any time
time afier
after the
the Closing.
Closing, upon Buyer’s request,
upon Buyer’s request,
Buyer shall have
Buyer shall have the right to
the right to purchase
purchase from Seller, at
from Seller, at aa wholesale
wholesale discounted
discounted price determined at
price determined at
the time
the time of
of the
the sale,
sale, any equipment used
any equipment used in the installation,
in the installation, maintenance,
maintenance, and operation of
and operation of the
the
Business.
Business.
4.7
4.7 Website and Payment Processing
Website Processing Supgort.
Support. Following
Following the
the Closing,
Closing, Seller
Seller will
will
continue to provide Buyer, in exchange
continue to provide Buyer, in exchange for for the
the consideration
consideration provided
provided by by Buyer
Buyer hereunder,
hereunder,
access to
access to the
the Alertbus Service, including
Alertbus Web Service, including the
the url dallas.alertbus.corn, (“AIertbus”)
url dallas.alenbus.com, (“Alerthus”) and
and the
the
support and
support maintenance of
and maintenance of Alertbus,
Alertbus, and any other
and any other services
services that
that Seller
Seller is
is currently providing to
currently providing to
the Business
the Business through
through or related to
or related to Alertbus, including the
Alertbus. including routing of
the routing of payments
payments through
through aa third
third
server.
party server.
party
4.8
4.8 Further Assurances. At
Further Assurances. any time
At any time afier
after the
afler the Closing,
Closing, each
each Party shall execute,
Party shall execute,
acknowledge and
acknowledge deliver any
and deliver any further assignments, conveyances
funher assignments, conveyances and
and other assurances, documents
other assurances. documents
and instruments
and instruments of
of transfer
transfer reasonably requested by
reasonably requested by other
other Party, and shall
Party, and shall take
take any
any other
other action
action
consistent with
consistent with the terms of
the terms of this
this Agreement that
Agreement that may be reasonably
may be reasonably requested
requested by the other
by the other Party
Party
hereto for
hereto for the
the purpose
purpose effecting the
of effecting transactions contemplated
the transactions contemplated by
by this Agreement.
this Agreement.
4.9
4.9 Access to
Access and Retention
to and Retention of Records. The
of Records. The Parties
Parties agree
agree that,
that, so
so long
long as
as the
the pre-
pre
Closing books
Closing books and records for
and records for the
the Business
Business remain
remain in in existence
existence and
and available,
available, any
any Party
Party shall
shall
have the right
have the right to inspect and,
to inspect and, at
at its expense, to
its expense, to make copies
copies ofof the
the books and records
books and records atat
reasonable times
reasonable times for
for any proper purpose
any proper subject to
purpose subject to the
the terms
terms of this Agreement.
of this Agreement.
ARTIC[JE 55
ARTICLE
INDEMNIFICATION
5.1
5.1 Survival.
Survival. The representations
representations and
and warranties
warranties contained
contained herein shall survive
herein shall survive the
the
Closing and
Closing and shall remain in
shall remain in full force and
full force effect for
and effect for the
the full period of
full period of all applicable statues
all applicable statues of
of
limitations (giving effect
limitations (giving effect to
to any waiver, mitigation
any waiver, mitigation oror extension
extension thereof).
thereofl. AllAll covenants
covenants and
and
agreements
agreements ofof the
the Parties contained herein
Parties contained to be
herein to be performed
performed toto any
any extent
extent after
after the
the Closing
Closing Date,
Date,
including indemnification
including indemnification obligations hereunder, will
obligations hereunder, will survive
survive until
until fully
fully discharged
discharged andand
performed.
performed.
5.2
5.2 Indemnification B!
Indemnification Seller. Subject
By Seller. Subject to
to the
the other
other terms
terms and
and conditions
conditions ofof this
this
Article 5, Seller
Article 5, Seller shall indemnify
shall indemnify andand defend
defend each
each of
of Buyer
Buyer and its Affiliates
and its Affiliates and their respective
and their respective
Representatives (collectively,
Representatives (collectively, the
the "Buyer Indemnitees”) against,
“Buyer Indemnitees")
Indemnitees“) against, and
and shall
shall hold each of
hold each of [hem
them
harmless from and against, and shall
harmless from and against, and shall pay and pay and reimburse
reimburse each
each of
of them
them for,
for, any and all
any and all Losses
Losses
incurred or
incurred or sustained
sustained by, or imposed
by, or imposed upon,
upon, the Buyer Indemnitees
the Buyer Indemnitees based
based upon, arising out
upon, arising out of,
of,
with respect
with respect toto or
or by
by reason
reason of:
of:
(a)
(a) any inaccuracy
any inaccuracy in
in or breach of
or breach of any
any of the representations
of the representations or warranties of
or warranties of
Seller contained
Seller contained in
in this
this Agreement, any other Transaction Document or
Agreement, any other Transaction Document or in
in any certificate or
any certificate or
instrument delivered
instrument delivered by or on
by or on behalf
behalf of
of the Seller pursuant
the Seller pursuant to this Agreement,
to this Agreement, asas of the date
of the date such
such
representation or
representation or warranty
warranty was made or
was or as
as if such representation
if such representation or
or warranty
warranty was
was made on
on and
and as
as
of the Closing
of the Closing Dale
Date (except for representations
(except for representations and
and wananties
warranties that expressly relate to a specified
that expressly relate to a specified
ASSET PURCHASE AGREEMENT ——

- Page 14
Page 14
l4
PROVIDED,
pROVIDED, HOWEVER, NOTHING CONTAINED
CONTAINED IN IN THIS PARAGRAPH
rN THIS PARAGRAPH SHALL
SHALL AFFECT
AFFECT THE
THE
LIMITED WARRANTY OF IN THIS
0F TITLE SET FORTH IN SPECIAL WARRANTY
THIS SPECIAL DEED. THE
WARRANTY DEED. THE EXPRESS
EXPRESS
INTENTION
INTENTlON 0F GRANTEE AND GRANTOR
INTENTION OF GRANTOR ls[s THAT GRANTEE Is
IS IS PURCHASING
PURCHASING THE PROPERTY
PROPERTY
FROM GRANTOR WITHOUT ANY REPRESENTATIONS
WARRANTIES (OTHER THAN THE
THE
OF TITLE
LIMITED WARRANTY 0F TITLE SET FORTH
FORTH IN
IN THIS SPECIAL WARRANTY
THIS SPECIAL
SPEClAL WARRANTY DEED),
DEED), WARRANTIES
WARRANTIES
0R IMPLIED, 0R
OR COVENANTS, EXPRESS, IMPLIED, OR STATUTORY, FROM FROM 0ROR 0F GRANTOR. GRANTEE
OF GRANTOR. GRANTEE
WAIVEs AND RELINQUISHES ALL RIGHTS AND PRIVILEGES
HEREBY WAIVES PRIVILEGES ARISING
ARISING OUT
OUT 0F,
OF, 0R
OR WITH
WITH
0R IN
RESPECT OR 1N RELATION TO,
IN T0,
To, ANY REPRESENTATIONS
WARRANTIES (OTHER THAN THE THE
LIMITED WARRANTY 0F OF TITLE SET FORTH 1N DEED), WARRANTIES 0R
IN THIS DEED), OR COVENANTS,
COVENANTS,
WHETHER EXPRESS, IMPLIED, 0R STATUTORY, WHICH MAY HAVE
OR STATUTORY, BEEN MADE 0R
HAVE BEEN GIVEN, 0R
OR GIVEN, OR
WHICH MAY BE DEEMED To T0 HAVE BEEN MADE 0R
TO OR GIVEN, BY BY GRANTOR.
av GRANTOR. IN IN ADDITION,
ADDITION,
EXPRESSLY ACKNOWLEDGES
GRANTEE HEREBY EXPRESSLY ACKNOWLEDGES AND AND AGREES THAT GRANTOR
AGREES THAT GRANTOR Is IS NOT
NOT
REPRESENTING 0R WARRANTrNG THAT
OR WARRANTING THAT ANYTHING CAN CAN BB ACCOMPLISHED THROUGH
BE ACCOMPLISHED THROUGH
GRANTEE’S OR
GRANTEE'S GRANTOR‘S EFFORTS WITH REGARD T0
0R GRANTOR'S TO THE PLANNING,
To PLATTING 0R
PLANNING, PLATTING OR
ZONING PROCESS 0F cnv, COUNTY 0R
OF THE CITY,
CITY, OR ANY OTHER
OTHER GOVERNMENTAL, MUNICIPAL 0R
GOVERNMENTAL, MUNICIPAL OR
QUASl-GOVERNMENTAL
QUASI-GOVERNMENTAL AUTHORITIES, BOARDS 0R
QUASl-GOVERNMENTAL AUTHORITIES, OR ENTmEs
ENTITIES WITH JURISDICTION OVER THE
JURISDICTION OVER THE
PROPERTY. WITHOUT LIMITING
LIMITING THE GENERALITY 0F OF THE FOREGOING, GRANTEE HEREBY
FOREGOING, GRANTEE HEREBY
FURTHER ACKNOWLEDGES AND AGREES THAT THAT WARRANTIES 0F MERCHANTABILITY AND
OF MERCHANTABILITY
PARTICULAR PURPOSE ARE EXCLUDED FROM THE
FITNESS FOR A PARTICULAR THE TRANSACTION
TRANSACTION
CONTEMPLATED HEREBY,
HEREBY, ASAs ARE ANY WARRANTIES
WARRANTIES ARISING FROM FROM A COURSE
COURSE 0F OF DEALING
DEALING
OF TRADE, AND THAT GRANTOR HAS
0R USAGE 0F
OR HA5 NOT WARRANTED, AND D055 DOES NOT HEREBY
Doss HEREBY
WARRANT, THAT THE PROPERTY Now NOW 0R IN THE FUTURE WILL
OR IN
rN WILL MEET 0R OR COMPLY WITH THE
COMPLY WITH THE
REQUIREMENTS OF 0F ANY HEALTH, ENVIRONMENTAL 0R SAFETY CODE
OR SAFETY CODE 0ROR REGULATION
REGULATION 0F OF
THE STATE, THE CITY, THE COUNTY, 0R OR ANY OTHER GOVERNMENTAL, MUNICIPAL, 0R
GOVERNMENTAL, MUNICIPAL, OR
QUASI-GOVERNMENTAL AUTHORITY 0R
QUASI—GOVERNMENTAL AUTHORITY
QUASI-GOVERNMENTAL OR JURISDICTION.
JURISDICTION. WITHOUT LIMITING THE
WITHOUT LIMITING THE
GENERALITY OF0F THE FOREGOING, GRANTEE HEREBY ASSUMES Assumes ALL AGREES THAT
(AND AGREES
ALL RISK (AND THAT
GRANTOR SHALL NOT BE LIABLE To TO GRANTEE (0R(OR ITS SUCCESSORS AND Assnch»
ITS SUCCESSORS
[Ts ASSIGNS)) FOR ANY
ASSIGNS)) FOR ANY
SPECIAL DIRECT, INDIRECT, CONSEQUENTIAL, 0R OTHER DAMAGES RESULTING
OR OTHER RESULTING 0R OR ARISING
ARISING
0R RELATING TO
FROM OR ACCRUING 0N
To OCCURRENCES ACCRUING ON 0R THE DATE 0F
OR AFTER THE THIS DEED
OF THIS DEED 1N
IN
IN
CONNECTION wmi THE OWNERSHIP,
CONNECTION WITH OWNERSHIP, USE, LOCATION, MAJNTENANCE,
use, CONDITION, LOCATION, MAINTENANCE, REPALR,
MAINTENANCE, REPAIR,
REPAIR,
0R OPERATION 0F
OR OF THE PROPERTY, EXCEPT AS
PROPERTY, EXCEPT As EXPRESSLY SET SET FORTH
FORTH HEREIN.
HERErN.
TO HAVE AND TO HOLD the the Property,

Property, together
together with
with all
all and
and singular
singular the
the rights
rights and
and
appurtenances thereto
thereto in
in anywise belonging
belonging unto
unto Grantee,
Grantee, its
its successors
successors and
and assigns
assigns forever;
forever; and
and
Grantor does hereby bind itself,
hereby bind itself, its
its successors and assigns
successors and assigns toto WARRANT
WARRANT AND FOREVER
DEFEND all all and singular
singular the
the title to the
Property unto
unto Grantee,
Grantee, its
its successors
successors and assigns,
assigns,
against every
against person whomsoever lawfully claiming or to claim
every person whomsoever lawfully claiming or to claim the
the Property
Property or
or any
01' any part
part thereof,
thereof,
by,
by, through or under Grantor, but not
Grantor, but not otherwise;
otherwise; subject,
subject, however, to
subj ect, however, to the
the Permitted
Exceptions.
Ad valorem taxes applicable to

taxes applicable to the Property have been
the Preperty
Property been paid
paid up
up to,
to, and
and including
including the
the year
year
2015.
2015. Ad valorem
valorern taxes
valorem taxes applicable to the Propexty
applicable to the Property for the year
Property for the year 2015
20 have been
IS have
15 been prorated
prorated between
between
the
the Grantor and the
the Grantee as
as of
of the
the date
date of
of this
this Special
Special Warranty
Warranty Deed
Deed and
and payment
payment thereof
thereof isis
assumed by
by Grantee.
Grantee.
\BcdoJW8399 14
CTUI\BeduJH8399I.14
I l .
EXECUTED effective
effective as
as ofthe
of the _ _ _ day
dayof
of _ _ _ _ _, 2015.
2015.
2013.
,
By: _ _ _ _ _ _ _ _ _ _ _ _ __
By:
Name:
Title:
Title:
--------------------------
__________________________
STATE OF
0F TEXAS §§
§§
COUNTY OF DALLAS §§
This instrument was

instrument
This instalment acknowledged before
was acknowledged before me on
on ___
_,, 20_,
20_, by by
hy
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ of
, of_ _ _ _ _ _, 011
on behalf of
on behalf of said
.
,
said
Notary
Notary Public,
Public, State
State of
of Texas
Texas
Printed Name of
Printed of Notary
ofNotary
Notary
My Commission Expires:
Expires:-
CTO
C‘Tfl 1
CTfl \BedoJ\483991.14
\BodnJHEJQQ
I\Bcdn.l\48
I 399 L [4
l. l4
EXHIBIT A
EXHIDITA
LEGAL DESCRIPTION
DESCRIPTION
CTO 1\BedoJ\483991.14
CTOl\BcdoJ\48399l.
CTO|\BedoJ\48399l. 14
[:3
(
EXHIBITF
EXHBIT F
B?G-IBIT
Form Bill of Sale

Bill of Sale
BILL OF
0F SALE
This instmmcnt
This instrument (the "Bill
instrument (the
_ _ _ _ _ _, 2015
of Sale”)
“Bill of
pursuant to
20 l S5 pursuant
,
Sale") is
to that
that certain
is executed
certain Real
and delivered
executed and delivered as
Estate Purchase
Real Estate
as of
of the
Purchase Agreement
the _ day
day of
Agreement ("Agreement")
(“Agreement”)
of_
dated
dated 2015, by
2015,
,
by andand between
between ("Seller"), and
(“Seller”),
_ _ _ _ _ _ ("Purchaser").
(“Purchaser”).
(“Purchaser”),
1.
1. Sale of
Sale of Personalty. For good
Personalg. For and valuable
good and valuable consideration, Seller hereby
consideration, Seller hereby sells,
sells,
transfers,
transfers, sets
sets over
over and
and conveys
conveys to
to Purchaser
Purchaser the
the following
following (the
(the "Personal
“Personal Property"):
Property”):
Property"):
(a) Personalg. All

Tangible Personalty.
Tanflble
Tangible
(a) of Seller’s
All of Seller's right,
right, title
title and
and interest in and
interest in and to
to all
all
building
building systems, fixtures, machinery
systems, fixtures, machinery that constitutes fixtures
that constitutes (but excluding
fixtures (but excluding trade fixtures and
trade fixtures
all
all underground
underground and above-ground
above—ground storage
and above-ground storage tanks located at
tanks located at the Real Property)
the Real Property) and other tangible
and other tangible
personal property,
personal if any,
property, if any, owned by
by Seller
Seller presently
presently located
located on the
the Real
Real Property
Property and the
and the
Improvements (as
Improvements (as defined
defined in
in the
the Agreement)
Agreement) (the
(the "Tangible
“Tangible Property").
Property”).
(b)
(b) Intangible
Intangible Personalty.
Intanm'ble Personalg. All All of
of Seller’s
Seller's right,
right, title
title and
title and interest,
interest, if any, in
if any, in
and to
and all of
to all of the
the following
following items, to the
items, to the extent assignable (the
extent assignable (the "Intangible
“lntang'hle Property"): (i)
“Intangible Property”): (i)
warranties, licenses,
warranties, permits, and
licenses, permits, and occupancy certificates or
occupancy certificates their local
or their equivalent issued
local equivalent in the
issued in the
name ofof Seller
Seller relating
to, or used by
by Seller,
Seller, in
connection with the installation,
installation, operation
installation. and
operation and
maintenance of the Real Property and relate exclusively
maintenance of the Real Property and relate exclusively to
to the
the ownership
ownership of
of the
the Real
Real Property
Property oror
the Tangible Property,
the Tangible Property, and
and (iii)
(iii) guaranties
guaranties and
and warranties received by
warranties received by Seller from any
Seller fiom
fi-om any contractor,
contractor,
manufacturer
manufacturer or other person
or other person in in connection
connection with the construction
with the construction or operation of
or operation of the Property.
the Property.
SELLER’S REPRESENTATIONS AND WARRANTIES

EXCEPT FOR SELLER'S
CONTAINED 1N
IN AGREEMENT, PURCHASER IS
IN THE AGREEIviENT, IS PURCHASING THE PERSONAL
PROPERTY ON AN “AS"AS IS“, “WHERE IS",
IS", "WHERE
IS”, “WITH ALL FAULTS”
IS”, AND "WITH FAULTS" BASIS,
WITHOUT REPRESENTATIONS, WARRANTIES OR COVENANTS, EHRESS,
EXPRESS, IMPLIED,
OR STATUTORY, OF ANY KIND OR NATURE.

CTO I\BedoJW8399
l\BedoJ\48 3991.14
CTOI\BcdoJ\dBJ99I.la
| l4.
D or
or to
lo such other
to such
Attention: Richard
Attention:
Facsimile:
address as
other address
Richard Rafferty
Facsimile: (214)
as the
Rafferty
(214) 659-4036
659-4036
the Parties
Parties set
set forth
forth above
above shall have furnished
shall have furnished toto the other Party
the other Pany set
Party set
forth
forth above by
above notice given
by notice given in accordance with
in accordance with this Section 6.].
this Section 6.1. Such notices shall
Such notices shall be
be effective
effective
(i) if
(i) delivered in
if delivered Person or
in Person or by courier, upon
by courier, upon actual receipt by
actual receipt by the intended recipient;
the intended recipient; (ii)
(ii) if sent
if sent
by facsimile
by facsimile transmission,
transmission, when the the sender receives facsimile
sender receives facsimile continuation
confirmation thatthat such
such notice
notice waswas
received at
received at the facsimile number
the facsimile number ofof the
the addressee;
addressee; (iii) if mailed.
(iii) if upon the
mailed, upon the earlier
earlier of
of three
three days
days
after deposit in
after deposit in the
the mail
mail and
and the
the date
date of
of delivery
delivery as shown by
as shown by the return receipt
the return receipt therefore;
therefore; or or
(iv) if sent by nationally recognized overnight courier.
(iv) if sent by nationally recognized ovemighl courier, upon
upon the
the date of delivery.
date of delivery.
6.2
6.2 Confidential Nature
Confidential Nature of of Information.
Information. Each Each Party
Party agrees
agrees that
that ilit will
will treat
treat in
in
confidence, and
confidence, and will cause
will cause each
each of
of its
its Representatives
Representatives to to so
so treat,
treat, all
all documents,
documents, materials
materials andand
other infomation
other information which
which it it shall
shall have
have obtained
obtained regarding
regarding thethe other Party or
other Party or its
its Affiliates
Affiliates during
during
the course
the course of
of the negotiations leading
the negotiations leading to the consummation
to the consummation of the transactions
of the transactions contemplated
contemplated
hereby (whether obtained
hereby (whether before or
obtained before or afier
after the
the date
date ofof this
this Ageemem),
Agreement), the the access
access Ioto records
records after
after
Closing provided for
Closing provided for herein
herein andand the
the preparation
preparation of of this
this Agreement
Agreement and and other related documents
other related documents
(“Confidential Information"),
(“Confidential Information”), and
Information"). and shall
shall protect
protect such
such Confidential
Confidential lnfonnalion
Information with with no no less
less than
than
the care
the care and
and diligence
diligence with
with which
which itit protects
protects its
its own confidential
confidential information,
information, and and in in any
any event
event
no less
no less than
than reasonable
reasonable care and diligence.
care and diligence. Such Confidential Information
Such Confidential Information shall shall not
not bebe
communicated to
communicated to any
any third
third Person
Person (other
(other than,
than, inin the
the case
case of
of Buyer,
Buyer, to to its counsel, accountants,
its counsel, accountants,
financial advisers
financial advisors or
or lenders.
lenders, and
and in
in the case of
the case of Seller,
Seller, lo
to its
its counsel,
counsel, accountants,
accountants, financial
financial
advisors or
advisers or lenders).
lenders). No other
other party
party shall
shall use
use any Confidential Information
any Confidential Information in
in any
any manner
manner
whatsoever; grovided,
whatsoever; provided, however, that
however, that afierafter the Closing Buyer
the Closing Buyer may may useuse or or disclose
disclose any any
Confidential Information reasonably
Confidential Information reasonably related
related to to the
the Assets.
Assets. The The obligation
obligation of each Party
of each Party to treat
to treat
such documents, materials
such documents, materials and and other
other information
information in in confidence
confidence shallshall not
not apply
apply to to any
any
information which
information which (i) is (i) is or
or becomes
becomes available
available to to such
such Pany
Party from
from aa third-pany
third-party source
third-party source legally
legally
entitled lo
entitled to make
make suchsuch disclosure
disclosure without
without violation
violation ofof any such obligation
any such obligation ofconfidentiality
of confidentiality to the
to the
other Party,
other Party, (ii)
(ii) is or becomes
is or becomes available
available to the
to the public other than
public other than as result of
as aa result disclosure by
of disclosure such
by such
Party or
Party or its
its agents, (iii) is
agents, (iii) required to
is required to be disclosed under
be disclosed under applicable
applicable Law orjudicial
or judicial process,
process, butbut
only to
only to the
the extent
extent itit must
must be disclosed (provided,
be disclosed (provided, that
that such
such Party
Party notifies
notifies the other Pany
the other Party in in
advance of
advance of such requirement to
such requirement to disclose,
disclose, cooperates
cooperates withwith thethe other
other Party
Party in taking legally
in taking legally
available steps
available steps to to resist
resist or narrow any
or narrow any such such request,
request, and
and if if disclosure
disclosure is required, uses
is required. uses itsits
commercially reasonable efforts efforts toto obtain
obtain aa protective
protective order
order or other reliable
or other reliable assurance
assurance thatthat
confidential treatment
confidential treatment will will be
be afforded
afforded to the Confidential
to the Confidential Information),
Information), or or (iv)(iv) such
such Party
Party
reasonably
reasonably deems necessary
necessary to disclose
to disclose to obtain any
to obtain any of
of the
the consents
consents or approvals contemplated
or approvals contemplated
hereby. Each
hereby. Each Party acknowledges that
Party acknowledges violation of
that aa violation this Section
of this Section 6.26.2 may
may cause
cause the the other
other Party
Party
irreparable harm
irreparable which may not
harm which not be
be adequately
adequately compensated
compensated for for by money damages.
by money damages. Each Each of the
of the
Parties therefore
Parties therefore agrees
agrees that
that in the event
in the event of any actual
of any actual or
or threatened
threatened violation
violation ofof this
this Section
Section 6.2,
6.2,
the disclosing
the disclosing party party shall
shall be entitled, in
be entitled, addition to
in addition other remedies
to other remedies that may have,
that itit may have, Io to aa
temporary restraining order
temporary restraining order and
and toto preliminary
preliminary and and final
final injunctive
injunctive relief
relief against
against the the receiving
receiving
party, without
party, without the necessity of
the necessity of posting
posting aa bond.
bond.
6.3
6.3 Payment of
Paxment of Expenses.
Expenses. Except
Except as
as specifically
specifically provided
provided for
for herein,
herein, each
each of the
of the
Parties shall
Parties shall pay
pay their
their own expenses,
expenses, including
including the disbursemen ts and fees
the disbursements and fees of of all their respective
all their respective
attorneys, accountants,
attorneys, accountants, advisers,
advisors, agents
agents and
and other Representatives, incidental
other Representatives, incidental to the preparation
to the preparation
and carrying
and carrying out
out of
of this
this Agreement.
Agreement.

AGREEMENT — Page
Page l9
19 -
--
6.4
6.4 Governmental Agreement is
This Agreement
Immunity. This
Governmental Immuni .
expressly made subject
is expressly BtLyer’s
to Buyer’s
subject to
governmental immunity
governmental under the
immunity under Civil Practice
Texas Civil
the Texas Remedies Code and
and Remedies
Practice and applicable
all applicable
and all
state, federal, and
state, federal, local Laws.
and local Laws. The Parties
Parties hereto
hereto expressly
expressly agree
agree that
that no
no provision
provision in this
in this
Agreement is is in any way
in any intended to
way intended waiver of
constitute aa waiver
to constitute immunities from
any immunities
of any suit or
from suit from
or from
that Buyer
liability that
liability has by
Buyer has operation of
by operation law.
of law.
6.5
6.5Consent to
Consent Exclusive Jurisdiction.
to Exclusive brought with
Action brought
Jurisdiction. Any Action respect to
with respect this
:0 this
be brought
Agreement must be any court
in any
brought in of competent
court of jurisdiction sitting
competent jurisdiction in Dallas,
sitting in and,
Texas and,
Dallas, Texas
by and delivery
execution and
by execution of this
delivery of each Pany
Agreement, each
this Agreement, accepts,
(a) accepts,
Party (a) generally
generally and
and
unconditionally, the exclusive
unconditionally, the of such
jurisdiction of
exclusive jurisdiction courts and
such courts and any related appellate
any related and
court and
appellate court
irrevocably agrees to
irrevocably agrees bound by
be bound
to be judgment
any judgment
by any rendered
rendered thereby
thereby in
in connection
connection with
with this
this
Agreement and
Agreement (b) irrevocably
and (b) waives any
irrevocably waives objection itit may now or
any objection hereafter have
or hereafler as to
have as the
to the
venue of
venue such Action
any such
of any brought in
Action brought such aa court
in such that such
or that
court or court is
such court is an
an inconvenient forum.
inconvenient forum.
6.6
6.6 Severability. If
Severabilig. any term,
If any provision, covenant
term, provision, or restriction
covenant 0r of this
restriction of Agreement is
this Agreement is
by aa court
held by
held court of
of competent to be
jurisdiction to
competent jurisdiction invalid, void
be invalid, unenforceable, the
or unenforceable,
void or the remainder of
remainder of
the terms,
the provision, covenants
terms, provision, and restrictions
covenants and restrictions of Agreement shall
this Agreement
of this continue in
full force
force and
and
effect
effect and shall in
and shall no
in no way be
way affected, impaired
be affected, impaired or invalidated so
or invalidated long as
so long economic or
the economic
as the legal
or legal
substance of
substance the transactions,
of the restrictions and
covenants, restrictions
transactions, covenants. matters contemplated
other matters
and other hereby is
contemplated hereby is
affected in
not affected
not in any adverse to
materially adverse
manner materially
any manner any Party.
to any determination that
such determination
Party. Upon such any
that any
term, provision,
term, covenant or
provision, covenant restriction is
or restriction invalid,
is invalid, void
void or
or unenforceabl e,
unenforceable, the
the Parties
Parties hereto
hereto shall
shall
in
negotiate in
negotiate good faith
good modify this
to modify
faith to Agreement so
this Agreement as to
so as to effect original intent
the original
effect the of the
intent of Parties
the Parties
as closely as
as closely possible in
as possible in an acceptable manner
an acceptable to the
manner to end that
the end the transactions,
that the covenants,
transactions, covenants,
other matters
and other
restrictions and
restrictions matters contemplated hereby are
contemplated hereby to the
fulfilled to
are fulfilled possible.
extent possible.
the extent
6.7
6.7 Waiver; Cumulative.
Remedies Cumulative.
Waiver; Remedies provision of
Any provision of this Agreement may be
this Agreement be
waived at
waived at any time by
any time Party that
the Party
by the is entitled
that is entitled to
to the thereof
benefits thereof to
the benefits to the
the extent
extent permitted
permitted by
by
Law. The
applicable Law.
applicable waiver by
The waiver any Party
by any of any
Party of condition or
any condition of aa breach
or of breach ofof any provision of
any provision this
of this
Agreement shall
Agreement shall not operate or
not operate construed as
be construed
or be waiver of
as aa waiver any other
of any condition or
other condition or subsequent
subsequent
breach. rights and
breach. The rights remedies of
and remedies the parties
of the parties toto this Agreement are
this Agreement and not
cumulative and
are cumulative not
alternative.
alternative.
6.8
6.8 Counterparts.
Countergarts. This Agreement
This Agreement may be executed by
be executed or PDF in
facsimile or
by facsimile any
in any
of counterparts, each
number ofcounterparts, which shall
of which
each of be deemed an
shall be an original but all
original but which together
of which
all of shall
together shall
constitute one
constitute and the
one and instrument.
same instrument.
the same
6.9
6.9 Entire Agreement;
Entire Agreement; Amendment. This and the
Agreement and
This Agreement Transaction
other Transaction
the other
(including the
Documents (including
Documents the schedules and exhibits
schedules and exhibits hereto and thereto)
hereto and thereto) constitute entire
the entire
constitute the
agreement between
agreement between the with respect
Parties with
the Parties respect to the subject
to the hereof and
subject hereof supersedes all
and supersedes prior
all prior
correspondence, conversations
memoranda, correspondence,
memoranda, s
conversation andand negotiations.
negotiations. This
This Agreement
Agreement may
may not
not be
be
amended, modified,
amended, supplemented at
or supplemented
modified, or at any time, except
any time, by an
except by instrument in
an instrument signed by
writing signed
in writing by
Party.
each Party.
each
6.10
6.10 Successors and Assigns;
Assignment; Successors
Assignment: Assigns; No Third-Party Beneficiaries.
Third—Pam Party
Beneficiaries. No Party
have the
shall have
shall right to
the right assign any
to assign rights or
any rights obligations pursuant
or obligations to this
pursuant to Agreement to
this Agreement to any other
any other
and any
Person and
Person attempted assignment
any attempted shall be
assignment shall Subject to
void. Subject
be void. to the preceding
immediately preceding
the immediately
sentence, all of
sentence, all of the terms and
the {arms
:erms provisions
and provisions of
of this
this Agreement
Agreement shall
shall be
be binding
binding upon,
upon, and
and inure to
inure lo
AGREEMENT
ASSET PURCHASE AGREEMENT —
-
Page 20
Page 20
Schedule
Schedule 1
l to Bill of
to Bill of Sale
Sale
Personal
Personal Property
Property
(
I
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\Bedolu8399ll 14.
EXHIBIT G
EXHffiiTG
FormofSNDA
Form of SNDA
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
THIS SUBORDINATION,
SUBORDIN
SUBORDINATION.
ATION, NON-DISTURBANCE
NON~DISTURBANCE
NON—DISTURBANCE AND ATTORNMENT
ATTORNNIENT
AGREEMENT ("Agreement")
(“Agree mcnt”)
(“Agreement”) is made
is made: as of
as of
0f [
| l,
among
("Lender"),
(“Lender"),
I i
| l,
a Delaware
Delaware statutory
statutory trust
trust
("Lessor"),
(“Lessor”), and
and fI[._ _ ___.,
L aa c __ _ _ _ ____. ("Lessee").
f
("Lessee").
(“Lessee").1
]
Recitals:
Recitals:
A.
A. Lessor and
Lessor Lessee have
and Lessee have entered into that
entered into certain Lease
that certain Lease Agreement
Agreement dated
dated as
as of
of the
the
date hereof (the
date hereof (the "Lease"),
”Lease”), concerning
“Lease"J, concerning certain
certain premises
premises (the
(the "Premises")
“Premises”) on
“Premiscs") that certain
on that certain real
real
property in
property Texas, which
Ln Texas,
in which is legally
legaliy described
is legally on the
described on
0n the attached Exhibit A (the
attached Exhibit (the "Land").
“Land”).
B.
B. security for
As security for aa loan
loan from Lender to
from Lender Lessor (the
to Lessor (the "Loan"), Lessor is
“Loan”), Lessor is mortgaging
mortgaging
the
the Land toto Lender under aa [Mortgagq
Lender under [Mortgage, Secun'ty
[Mortgage, Security Agreement,
Security Fixture Filing
Agreement, Fixture Filing and Assignment of
and Assignment of
0f
Leases and Rents] dated as of the date hereof, recorded in the
Leases and Rents] dated as of the date hereof, recorded in the ofiice office
office of the County Recorder of
of the County Recorder 0f
[
|
County, Texas, as
County, Texas,
|
document number|
as document number |
(as or
(as now or
0r
hereafter
hereafter increased,
increasei amended,
increased, modified, supplemented,
amended, modified, consolidated, replaced,
supplemanted, consolidated,
supplemented. replaced, substituted,
substituted,
extended and/or
extended and/or renewed,
andlor renewed, the
the "Mortgage").
“Mortgagc”).
“Mortgage”).
C.
C. Lender has
Lender has required
required the execution of
the execution this Agreement
of this Agreement as
as a
a condition to making
condition to making any
any
disbursements of
disbursements of Loan proceeds to fmance the Premises.
proceeds to finance the Premises.
D.
D. Lender, Lessor and
Lender, Lessor and Lessee
Lessee have
have agreed to the
agreed to [he following
the with respect
following with respect to
to their
their
mutual
mutual rights and obligations
rights and obligations pursuant
pursuant to
to and
and under the Lease
under the Lease and the Mortgage.
and the Mortgage.
NOW, THEREFORE, the parties hereby

the parties hereby agree as follows:
agree as follows:
1.
1.
l. Subordination.
Subject
Subject to
Subordination. the terma
to the
t0 terms of this
terms of this Agreement,
Agreement, including
including without
without
limitation Section
limitation Section 2 of this
2 of this Agreement,
Agreement, all of Lessee's
all of Lessee's right.
Lessec's right, title
title and interest
title in and
interest in and to
to the
the
Premises,
Premises, the
the Lease
Lease and
and all
all rights
rights of
of Lessee
Lessee under
under the
the Lease
Lease are
are and
and shall
shall remain
remain unconditionally
unconditionally
subject
subject and
and subordinate
subordinate to
to the Mortgage in
the Maxtgage
Mortgage in all
all respects.
respects.
2.2. Non-Disturbance. Provided

Nnn—Disturbance.
Non—Disturbance. Provided that
that the Lease is
the Lease is then
then in
in full
full
fiJll force and effect
force and and
and
effect and.
Lessee
Lessee is
is not then in
not then in default
default under
under the Lease beyond
the Lease beyond any applicable grace
any applicable or cure
grace or cure periods
periods
provided in
provided in the
the Lease,
Lease, Lessee's
Lessee's possession
possession andand operation of the
operation of the Premises
Premises and use of
and use of the
0f the Premises
Premises
shall not be disturbed for any reason, except as provided in the Lease, and the Lease
shall not be disturbed for any reason, except as provided in the Lease, and the Lease shall not shall not bebe
extinguished or
extinguished or terminated
terminated
tenninated byby an action or
an action proceeding to
or pmceeding
proceeding to foreclose
foreclose oror otherwise
otherwise enforce
enforce thethe
Mortgage or
Mongage
Mortgage or by
0r by aa conveyance
conveyance in in lieu
i1: lieu of foreclosure, but
of foreclosure, rather, the
but rather, Lease shall
the Lease continue in
full
force and
force and eflect
effect and
efiect the owner of
and the of the Premises
0f the Premises following
following a foreclosure sale
a foreclosure sale u:or conveyance
or conveyance inin lieu
lieu
of
cf foreclosure
of ("New Owner")
foreciosure (“New
foreclosure shall recognize
Owner”) shall and accept
recognize and
recognize accept Lessee
Lessee as
as the
a5 tenant under
the tenant under the
the Lease.
Lease.
3.
3. Attornment.
Attomment. Upon Lessec's
Attumment. Lessee's receipt
receipt of notice that
of notice that Lender
Lender or
or any
any other party has
other party has
the New Owner,
become the Owner, Lessee
Owrncr, will attorn
Lessee will attom to
altom and recognize
to and recognize such
such New Owner as as its
its
its substitute
substitute
CTO
CTD I\BedoJ\48
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I 3991.14
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\BEdoJ\48399 I 4
l4A l
Exhibit G
TECHNOLOGY LICENSE AGREEMENT
THIS AGREEMENT (“Agreement”) is made as of this 28th day of February, 2014 (the
“Effective Date of this Agreement”) by and among Dallas County Schools, a county
school district (“LICENSEE”), whose address is 612 North Zang Boulevard, Dallas,
Texas 75208, United States of America, and the Force Multiplier Solutions group of
business entities (“LICENSORS”), which are: Force Multiplier Solutions, Inc., a
Louisiana corporation, whose address is 1505 Federal Street, Suite 200, Dallas, Texas
75201, United States of America; BUSGUARD, LLC, a Louisiana limited liability
company, with its principal place of business at 5804 River Oaks Road S, New Orleans,
Louisiana 70123, United States of America; and ONGO LIVE, INC., a Louisiana
business corporation, with its principal place of business at 5804 River Oaks Road S,
New Orleans, Louisiana 70123, United States of America (collectively LICENSEE and
LICENSORS are referenced as the “Parties”).
WHEREAS, LICENSORS are engaged in the business of in_tgg iia, designing and
developing systems and products in the nature of hardware and software and have, over
the years, acquired and developed substantial and valuable technical knowledge, know-
how, and experience in the design and development of such systems, services and
products described on Schedule A attached hereto (the “Technology”); and
WHEREAS, LICENSEE and LICENSOR have entered into an Asset Purchase

Agreement, dated as of the date hereof (the “Asset Purchase Agreement”), pursuant to
which LICENSEE is acquiring all of the LICENSORS’ business operations in the State
of Texas (the “Territory”) involving the distribution of technology and equipment used to
provide school bus student safety programs, including automated stop arm violation
management systems for school buses in the State of Texas (the “Business”); and
WHEREAS, LICENSEE desires to utilize the Technology to operate the Business in the
Territory, including in the use, support, maintenance and sale of the types of products
listed in the attached Schedule A (the “Licensed Products”); and
WHEREAS, LICENSORS andLICENSEE believe it is in their mutual interest and desire

to enter intoan agreement whereby LICENSEE would use the LICENSORS’ Technology
to conduct the Business in the Territory, including in the use, support, maintenance,
import and sale of the Licensed Products, and license other parties to do so, pursuant to
the terms and conditions hereinafter provided.
NOW, THEREFORE, of the premises and the mutual covenants of this

in consideration
Agreement, the Parties hereto agree as follows:
1. LICENSE
A. LICENSORS hereby grant to LICENSEE a fully paid up, perpetual, exclusive (in
the Territory) right and license, including the right and license to sublicense, to use their
Technology conduct the Business in the Territory, including the right to
in order to
process, prepare, and maintain the Licensed Products and services associated
sell
therewith using said Technology in the Territory. The license granted hereunder includes
the right to use any and all Intellectual Property (as defined in the Asset Purchase
Agreement) necessary to conduct the Business in the Territory.
B. No right or license is being conveyed to LICENSEE to otherwise use the

Technology any country or other political subdivision other than the Territory except
in
anywhere where LICENSEE has work performed by LICENSORS.
C. The LICENSEE may grant sub-licenses to third parties and others under the
Agreement in the Territory.
2. TERM
This Agreement shall be effective as of the date of execution by the Parties and shall
extend for the period set forth in Schedule A (the “Term”).
3. CONSIDERATION
A. The Purchase Pn'ce (as defined in the Asset Purchase Agreement), which shall be
considered fully paid for purposes of this Agreement, shall constitute the consideration
for the licenses granted herein, which shall be considered fully earned.
B. LICENSEE and LICENSORS hereby agree and acknowledge that LICENSORS

will provide upgrades, updates and revisions of the Licensed Technologies and Licensed
Products as they become available within ninety (90) days.
4. LICENSORS’ OBLIGATIONS/CONFIDENTIALITY
A. LICENSORS meet with and provide LICENSEE with such Technology

shall
relating to the installation, and operation of hardware, software, machinery, equipment,
materials, specifications, designs, and processing procedures, methods, layout and the
like which LICENSORS believes LICENSEE may require or benefit from in order to
operate and sell Licensed Products in the Territory.
B. LICENSORS, jointly and severally, represent, warrant and covenant that they have
the right and power to grant the licenses granted herein and that there are no other
agreements with any other party in conflict with such grant.
C. LICENSORS further, jointly and severally, represent, warrant and covenant that
they have no actual knowledge that the Technology infringes any valid rights of any third
Pam’-
5. IMPROVEMENTS
A. During the Term of this Agreement, each LICENSOR shall advise LICENSEE of
any technical improvements and/or inventions relating to the Technology and/or the
Licensed Products of which it becomes aware. Any technical improvements and/or
inventions relating to the Technology as configured as of the date of this Agreement
which becomes owned by or licensed to any LICENSOR shall become part of the
Technology licensed to LICENSEE under the terma of Section l. All improvements
and/or inventions related to the Technology that are developed by any LICENSOR for, at
the direction of, or jointly with LICENSEE shall become a part of the licensed
Technology of LICENSEE, and LICENSORS agree to execute any and all documents
requested by LICENSEE in order to perfect LICENSEE’S rights in same.
B. LICENSEE may also engage any of the LICENSORS to undertake Design Work
(as defined below) on an individual Technology or Technologies (“Design Phase”) by
completing the Technology Development Request Form attached hereto as Schedule B
and obtaining LICENSORS’ written consent to the terms and related compensation
related to the specific request. Each completed and executed Technology Development
Request Form is incorporated into this Agreement, and the Technology identified therein
shall be developed and produced as therein and herein provided but at a separate and
additional reasonable cost to be determined by the Parties.
C. LICENSORS hereby agree to, create, design, and develop design documentation
for the Technologies (“DesignDocumentation”) for a specified time. This period shall be
established and agreed to by both the LICENSORS and LICENSEE. Any Design
Documentation must be fulfilled or waived at the sole discretion of the LICENSEE.
After the creation of the Design Documentation by LICENSORS and the approval of
same by LICENSEE, LICENSEE may engage LICENSORS to, and LICENSORS hereby
agree to, manufacture a certain agreed upon number of prototypes, which shall not
exceed 10 total prototypes of the Technologies for use in the testing of such Technology
(collectively, the “Design Work”).
D. A11 prototypes created and/or manufactured by LICENSORS during the Design

Phase shall be shipped FOB Dallas, Texas.
6. TECHNICAL INFORMATION
LICENSORS represent, and covenant that the technical information and
warrant
assistance relating to the Technology licensed or conveyed under this Agreement shall be
provided with reasonable care and will, where applicable, be of the same types as
currently practiced by LICENSORS.
7. INDEMNITY
A. LICENSORS agree, jointly and severally, to defend, indemnify and hold
LICENSEE, its officers, directors, agents and employees, harmless against all costs,
expenses and losses (including reasonable attomeys’ fees and costs) incurred through
claims of third parties against LICENSEE based on LICENSORS’ negligence or
intentional misconduct.
B. LICENSEE agrees to defend, indemnify and hold LICENSORS, their officers,

directors, and employees, harmless against all costs, expenses, and losses
agents
(including reasonable attomey’s fees and costs) incurred through claims of third parties
against LICENSORS based on LICENSEE’S negligence or intentional misconduct;
provided, that any such indemnification obligation shall be paid solely from revenue
generated by LICENSEE’S operation of the Business or any similar successor businesw
anywhere in the State of Texas.
C. LICENSORS agree, jointly and severally, to defend, indemnify and hold

LICENSEE, its officers, directors, agents and employees, harmless against all costs,
expenses and losses (including reasonable attorneys’ fees and costs) incurred through claims
of third parties against LICENSEE based on a breach by LICENSORS of any
representation, warranty or covenant made in this Agreement.
D. LICENSEE agrees to defend, indemnify and hold LICENSORS, their officers,

directors, agentsand employees, harmless against all costs, expenses and losses (including
reasonable attorneys’ fees and costs) incurred through claims of third parties against
LICENSORS based on a breach by LICENSEE of any representation, warranty or covenant
made in this Agreement; provided, that such indemnification obligation shall be paid solely
from revenue generated by LICENSEE’S operation of the Business or any similar successor
business anywhere in the State of Texas.
8. INSURANCE
LICENSORS shall, Term of the Agreement, obtain and maintain at its
throughout the
own cost and expensefrom a qualified insurance company licensed to do business in
Texas and having a Moody’s rating of B+ or better, standard Product Liability Insurance
naming LICENSEE, and its officers, directors, employees, agents, and shareholders, as
an additional insured. Such policy shall provide protection against all claims, demands,
and causes of action arising out of any defects or failure to perform, alleged or otherwise,
of the Licensed Products or any material used in connection therewith or any use thereof.
The amount of coverage shall be as specified in Schedule A attached hereto. The policy
shall provide for 6O days’ notice to LICENSEE from the insurer by registered or certified
mail, return receipt requested, in the event of any modification, cancellation, or
termination thereof.LICENSORS agree to furnish LICENSEE a certificate of insurance
evidencing same within 60 days after execution of this Agreement.
9. NOTICE AND PAYMENT

A. Any notice required to be given under this Agreement shall be in writing and
delivered personally to the other designated party at the above stated address or mailed by
certified, registered or Express mail, return receipt requested or by Federal Express.
B. Any of the Parties may change the address to which notice or payment is to be
sent by written notice to the other under any provision of this paragraph.
10. JURISDICTION/DISPUTES
Any Action brought with respect to this Agreement must be brought in any court of
competent jurisdiction sitting in Dallas, Texas and, by execution and delivery of this
Agreement, each Party (a) accepts, generally and unconditionally, the exclusive
jurisdiction of such courts and any related appellate court and irrevocably agrees to be
bound by any judgment rendered thereby in connection with this Agreement and (b)
irrevocably waives any objection it may now or hereafter have as to the venue of any
such Action brought in such a court or that such court is an inconvenient forum.
11. GOVERNMENTAL IMMUNITY

This Agreement is expressly made subject to LICENSEE’S governmental immunity
under the Texas Civil Practice and Remedies Code and all applicable state, federal, and
local Laws. The Parties hereto expressly agree that no provision in this Agreement is in
any way intended to constitute a waiver of any immunities from suit or from liability that
LICENSEE has by operation of law.
12. AGREEMENT BINDING ON SUCCESSORS

The provisions of the Agreement shall be binding upon and shall inure to the benefit of
the Parties hereto, their heirs, administrators, successors and assigns.
13. AMENDMENTS
This Agreement may not be modified or altered except by a written instrument duly
executed by both Parties.
14. COMPLIANCE WITH LAWS

In exercising their rights under this Agreement, the Parties shall fully comply with the
requirements of any and applicable laws, regulations, rules and orders of any
all
governmental body having jurisdiction over the exercise of rights under this Agreement.
15. ASSIGNABILITY
None of the LICENSORS may assign this Agreement or the rights and obligations
thereunder to any third party without the prior express written approval of LICENSEE
which shall not be unreasonably withheld.
l6. WAIVER; REMEDIES CUMULATIVE

Any provision of this Agreement may be waived at any time by the Party that is entitled
to thebenefits thereof to the extent permitted by applicable law. The waiver by any Party
of any condition or of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any other condition or subsequent breach. The rights and
remedies of the parties to this Agreement are cumulative and not alternative.
17. RELATIONSHIP
Nothing contained herein, or done pursuant to this Agreement, shall constitute the Parties
as entering into a joint venture or partnership or shall constitute any Party hereto as the
agent for the other Party for any purpose or in any sense.
Exhibit F
W
IN \N ITNESS WHtRLOF tthParties hereto. intending to bc ICLally bound hcrcb» ham.
each caused to bc ufhxcd hereto its or his/hcr hand and seal the day indicated
By/ZIWL
Tit c
W/
D ALLAS COUNTY SCHOOL S
92M MW W
FORCE MULTIPLIER SOLUTIONS,
By: a
INC.
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Title:
Date:
fi/q / Date:
MJa/y
Ff
BUSGUARD, LLC ONGO LIVE, INC
By
Title:
Date:
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”a ”Ly
aw
By
Title:
Date:
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Sumumw Page to Technology q

umc Agreement
7 fl //
SCHEDULE A To
AGREEMENT DATED [date]
BY AND AMONG DALLAS COUNTY SCHOOLS AND
FORCE MULTIPLIER SOLUTIONS, 1NC., BUSGUARD, LLC AND ONGO
LIVE, INC.
l. Licensed Products
The Licensed Products are as follows:
Busguard® System
Busguard® System is used to increase student safety both inside and outside the school
bus, to improve operating efficiencies, and to administer the School Bus Stop Arm
Program. The system collects valuable information from the moment it is turned on in the
morning and transmits the data back to the FxS servers where the information is stored
and accessed by a host of software systems designed to assist transportation officials with
alerts, reporting, and fleet management tools described in detail in Schedule 2. l 8(b)(i)
and Schedule 2.18(b)(ii) of the Asset Purchase Agreement.
Each morning, when the bus is started, the driver logs in to the system using their thumb
printon Busguard’s ThumbsUp! System. This tells the system the driver’s identification
number, clock in time, and automatically populates the Rollout® so that the system
knows l) which route the bus is running that day, which students are expected to be on
the bus, and the scheduled ETA for the bus to reach each of his stops and destinations for
the day.
GPS logs when the bus leaves, makes each stop, and arrives at each destination. This
information is also logged to the Student Manifest. In case a child goes missing the
district will know when and where the student was last seen. GPS is also used by the
system to log stop arm events.
When the school bus stops to load or unload students it extends its stop arm. When the
stop arm isextended it sends an electronic signal to the Busguard® Unit. This signal is
what tells it to make a copy of the video recorded while the stop
arm is out. The Unit then
ships the video from of the exterior cameras to the FXS server over a cellular modem.
1
Once it has been received by the server it automatically uploads to the Evidence
Application. The Evidence Application is the program that the Video Monitors use to
review video of stops. If a Video Monitor witnesses anything pass by the stop arm they
request the remaining videos of the potential violation from the Unit.
Once the remaining
videos have been downloaded, the Monitor looks up the license plate information,
uploads the video and still shots to the Law Enforcement Reviewer Page. Law
Enforcement reviews the potential violation video every day selecting either “Approve”
or “Disapprove” for each one. If a video is Approved it is automatically uploaded to
Alertbusfififlfm and to the printer. The printer mails out citations once it has a group large
enough week at a minimum). Once the Violator
to qualify for bulk rate postage (once a
receives the citation they have 2 options: a) Pay the fine, or b) Deny Liability. When a
fine is paid online at https://alertbus.com it goes through Alertbus® to the First Data so
we can track it. When a check or credit card payment is taken in person or by mail
authorized personnel log the payment information into the Alertbus® Dashboard. If the
Violator choses to deny liability then the adjudication process is also managed and
administered through the Alertbus® Dashboard. If the Violator does not respond then
they are automatically sent to collections after 6O days, and this is also tracked and
managed by Alertbus®.
The cameras are also used by the school district, transportation department, and police to
access audio and video evidence of incidents on the bus, or around the bus.
Each system is equipped with a VOIP system for real time communication with the bus.
The driver also has a silent alarm they can press to send a RED ALERT! back to
designated personnel. When a RED ALERT!
registered designated personnel receive
is
email and text message alert with a link to take them directly into the bus. Using the
Console and Vehicle Control Center authorized personnel can pull up a live audio/video
feed directly into the bus, and see the exact location of the bus.
ONGO Live Transit Management System

Force Multiplier Solutions’ ONGO® System is the most comprehensive, scalable,
bundled services solution for transit management available in the transit industry. The
system covers all aspects of transit management including public rider safety monitoring,
driver/operator monitoring, managing all route efficiencies, and controls all vehicle
communications. The ONGO® System can be installed on all means of transit vehicles
including buses, streetcars, trains, light rails and vans. The ONGO System increases
ridership safety both inside and outside the vehicle, and improves operating efficiencies.
The system collects valuable information from the moment it is turned on in the morning
and transmits the data back to the FxS servers where the information is stored and
accessed by a host of software systems designed to assist transportation officials with
alerts, reporting, and fleet management tools described in detail in Schedule 2. 1 8(b)(i)
and Schedule 2.1 8(b)(ii) of the Asset Purchase Agreement.
Whenever a vehicle is started, the driver logs in to the system using their thumb print on
theThumbsUp! ® System. This tells the system the driver’s identification number, clock
in time,and automatically populates the Rollout® so that the system knows 1) which
route the bus is running that day, and the scheduled ETA for the bus to reach each of his
stops and destinations for the day.
GPS logs when the bus leaves, makes each stop, and arrives at each destination.
The cameras are also used by the school district, transportation department, and police to
access audio and video evidence of incidents on the vehicle, or around the vehicle.
4,8
4.8 Further Assurances
Further Assurances ................................................................................................ .14
l4
(’3 4.9
4.9 Access
Access to
to and Retention
and Retention of
of Records
Records ...................................................................... l4
14
My?
ARTICLE 55 [NDEMNIFI
INDEMNIFICATION CATION ........................................................................................... 14 14
5.1
5.]
5.l Survival .................................................................................................................. l4
Survival 14
5.2
5.2 Indemnification By
Indemnification Seller ...................................................................................... 14
By SeIIer
Seller 14
5.3
5.3 Indemnification
Indemnification By Buyer .....................................................................................
By Buyer 15
l5
5.4
5.4 Indemnificat
Indemnification Procedures ...................................................................................
ion Procedures 15
15
5.5 Payments .....................................................................................................
Payments 17
l7
5.6
5.6 Right ofSet-Off
Right of Set-Off ..................................................................................................... 17
l7
5.7
5.7 Effect of
Effect Investigation ...........................................................................................
of Investigation 18
l8
ARTICLE 66 MISCELLANEOUS
MISCELLANEOUS .............................................................................................. 18
l8
6.1
6.l
6.| Notices ................................................................................................................... 18
Notices 18
6.2
6.2 Confidential Nature
Confidential Nature of of lnfonnation
Information ....................................................................... 19 19
6.3
6.3 Payment of
Payment of Expenses
Expenses ............................................................................................. l9 19
6.4
6.4 Governmental Immunity
Governmental Immunity ........................................................................................ 20 20
6.5
6.5 Consent to
Consent Exclusive Jurisdiction...
to Exclusive Jurisdiction 20
20
6.6
6.6 Severability ............................................................................................................ 20
Severability 20
6.7
6.7 Waiver; Remedies
Waiver; Remedies Cumulative
Cumulative .......................................................................... 20 20
6.8
6.8 Counterparts ................................................................................................ 20
Counterparts 20
6.9
6.9 Entire Agreement;
Entire Agreement; Amendment ............................................................................. 20
Amendment 20
6.10
6.10 Assignment; Successors
Assignment; Successors and and Assigns;
Assigns; No Third-Party
Third-Party Beneficiaries
Beneficiaries ................... 20 20
6.11
6.1 l Governing Law ...................................................................................................... 21
Governing 21
6.122
6.12
6. l Waiver ofJury
Waiver of Jury Trial
Thai .............................................................................................. 2|
21
6.13
6.13 Rules of
Rules of Construction
Construction ............................................................................................ 2|21
Exhibits
Exhibits
A - Promissory
—Promissory Note
Note
B — Bill
— of Sale,
Bill of Assignment and
Sale, Assignment and Assumption
Assumption
C — Lease
— Lease Tenninmion
Termination Ageement
Termination Agreement
D — Lease
— Lease Amendment
— License Ageement
EB License
— Agreement
F — Services Agreement
F —~ Services Agreement
Schedules
Schedules
1.2(a) —
-
1.2(a) —~ Tangible
Tangible Personal
Personal Property
Property
1.2(b) -
l.2(b)
I.2(b) —
— Assumed
Assumed Contracts
Contracts
l.2(d)
I.2(d)—
—
1.2(d) Pending
Pending Contracts
Contracts and
and Pilot
Pilot Programs
Programs
1.3(b) - Other
1.3(b) — Assumed Liabilities
Other Assumed Liabilities
1.8(a) —
1.8(a) —
- Contracts
Contracts to
to be Terminated
be Terminated
1.8(b) — Contract
1.8(b) — Contract No Longer
Longer Applying
Applying toto Texas
Texas
— Employees
2.4— Employees
2.4
2.5(a) — Business
2.5(a) — Business Contracts
Contracts
2.7(a)
2.7(a) —
— Customers
Customers
2.7(b) —
2.7(b) —
- Pilot
Pilot Participants
Participants
x.)
PURCFIASE AGREEMENT
ASSET PURCHASE AGREEMENT —— Page
Page iiii —
The Territory is the State of Texas ofthe United States
3. Term
Perpetual
4. Insurance
Such reasonable amounts that are agreed to by the Parties.

SCHEDULE B To
AGREEMENT DATED [date]
BETWEEN DALLAS COUNTY SCHOOLS AND
FORCE MULTIPLIER SOLUTIONS, INC.
Technology Development Request Form
Pursuant to the terms and conditions of that one certain Technology License Agreement
dated (the “Agreement”), the LICENSEE and the LICENSOR(S) hereby
designate the following described item as a “Technology”:
Description of Technology: (provide description or attach exhibit):
Estimated Design Phase timeframe: (if any):
Special Terms and/or Conditions: (if any):
Capitalized terms used herein and not defined, shall have the meanings set forth in the
Agreement.
To the extent that there are any conflicts between the terms of this Technology
Development Request Form and the Agreement, the terms of this Technology
Development Request Form control.
Executed effective as of (date).
[LICENSOR(S)]
By:
Name:
Title:
[LICENSEE]
By:
Name:
Title:
Exhibit H
SERVICES AGREEMENT
This SERVICES AGREEMENT (this “Agreement”) is made, as of February 28‘, 2014, by

and between:
FORCE MULTIPLIER SOLUTIONS, INC, a corporation organized under the laws of

the state of Louisiana, herein represented by its chairman and chief executive officer, Robert C.
Leonard; and
COUNTY SCHOOLS TRUSTEES OF DALLAS COUNTY, TEXAS d/b/a DALLAS

COUNTY SCHOOLS (herein “Dallas County Schools”), a county school district in the state of
Texas, herein represented by Rick Sorrells, Ed.D., its superintendent.
WHEREAS, Force Multiplier Solutions, and Dallas County Schools have entered
Inc.
into aTechnology License Agreement dated as of even date herewith (the “License Agreement”)
whereby it has licensed the right to use certain proprietary technology and systems, in the state of
Texas; and
WHEREAS the parties have a mutual interest in ensuring that the technology and systems
made the subject of this Agreement work in an efficient, optimal manner for the purposes
intended;
NOWTHEREFORE, the parties hereto, in consideration of the premises, the mutual

promises and covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, agree as follows:
ROYALTY DETERMINATION
Dallas County Schools hereby agree to pay to Force Multiplier Solutions, Inc. a royalty of
seven and one—half percent (7 ‘/2%) (the “Applicable Rate”) of all monies received by Dallas
County Schools during the term ofthis Agreement for paid violations under the School Bus Stop
Arm Program operated by Dallas County Schools pursuant to the license and other rights granted
to Dallas County Schools under the License Agreement (the “Royalty”).
The Royalty shall be earned on a calendar month basis and shall be paid no later than 60
days after the end of each such calendar month. Force Multiplier Solutions, Inc. shall be
provided with such information and reports reasonably required to determine the accuracy of the
Royalty due and its payment.
w
For and in consideration of the Royalty, Force Multiplier Solutions, Inc. shall:
(c)
(c) The balance
The balance of
the Purchase Price remaining after
remaining after the deduction
the deduction or
or
addition
addition of True-Up Amount shall
of shall be
be evidenced
evidenced by and according
paid according
by and paid to an
to an unsecured
unsecured
promissory note
promissory note in favor of
of Seller,
Seller, substantially
in favor substantially in
in the
the form
form attached
attached hereto
hereto as
as Exhibit
Exhibit A (the
(the
“Promissory
“Prom
“Promissory Vote”).
issmy Note“).
1.6
1.6 True-Up Adiustment. At
True-UE At the
the Closing,
Closing, Buyer shall provide
Buyer shall to Seller
provide to Seller aa statement
statement
(the
(the “Trite-Up Adjuslment
“True-Up Adjustment Statement")
Statement”) setting
setting forth
forth Buyer’s calculation
Buyer‘s calculation of
of the
the estimated
estimated
balance
balance owed to
owed either Party
to either Party resulting
resulting from the outstanding
from the outstanding financial obligations by
financial obligations by the
the other
other
Party, pursuant to such previous written ageements
Party, pursuant lo such previous written agreements and
and understandings between the
understandings between the Parties,
Parties, as
as
of the Closing (the
of the Closing (the “True-Up Amount"). If
Amount”). the calculation
If the calculation of
of the
the True-Up Amount results
results in
in
Buyer owing
Buyer owing money to to Seller,
Seller, the
the balance
balance of the Purchase
Price remaining
remaining afler
after the
the payment
payment ofof
the Deposit
the Deposit shall be increased
shall be increased byby the
the True-Up Amount. 1f If the calculation of
the calculation of the
the True-Up
results in
Amount results in Seller owing money to
Seller owing to Buyer,
Buyer, the
the balance
balance of
the Purchase remaining
Price remaining
after the
after payment of
the payment the Deposit
of the Deposit shall
shall be
be decreased
decreased by
by the
the True-Up
True-Up Amount.
1.7
1.7 ClosinglClosing
Closing/Closing Deliverables. The
Closinu/Closin2 Deliverables. The transactions
contemplated by
by this
this Agreement
Agreement
shall
shall be completed
be (the “Closing”)
completed (the “Closing”) at
at the offices of
the offices Strasburger & Price,
of Strasburger LLC, 90l
Price, LLC, 901 Main Street,
Street,
Suite 4400, Dallas,
Suite 4400.
4400, Texas 75202
Dallas, Texas 75202 on
on the
the date
date hereof
hereof (the “Qosing Dare"),
(the “Closing and shall
Date”), and
Date"), shall be
be effective
effective
as of
as of 12:01 a.m. Central
[2:01 a.m. Central Time onon the
the Closing
Closing Date
Date (the
(the “Efl'ecn’ve
“Effective Time”).
Time”). AtAt Closing, the
Closing, the
following events
following events shall
shall occur
occur (each
(each event
event being conditioned on
being conditioned on the
the occurrence
occurrence of
of each
each other
other event
event
and each
and each event
event deemed
deemed to
to occur
occur simultaneously with each
simultaneously with each other event):
other event):
(a)
(a) Bill of
Bill of Sale,
Sale, Assignment
Assignment and Assumption
Assumption Agreement.
Agreement. Buyer
Buyer and
and Seller
Seller
shall execute
shall execute and deliver to
and deliver to each
each other
other aa Bill of Sale,
Bill of Sale, Assignment
Assignment and Assumption Agreement,
and Assumption Agreement,
substantially in
substantially in the form of
the form of the
the attached
attached hereto
hereto as
as Exhibit
Exhibit B (the “Bill of
(the “Bill of Sale”),
Sale”), pursuant
pursuant tolo
which (i)
which (i) Seller will evidence
Seller will evidence thethe transfer
transfer and conveyance of
and conveyance of the Assets to
the Assets Buyer, and
to Buyer, and (ii)
(ii) Seller
Seller
shalt assign
shall assign all
all Assumed Contracts
Contracts toto Buyer.
Buyer.
(b)
(b) Required Consents.
Required Consents. Seller shall
Seller shall
deliver to
deliver Buyer evidence
to Buyer evidence oror other
other
assurance satisfactory
assurance satisfactory to
to Buyer,
Buyer, that
that Seller has
Seller has at Seller’s expense
at Seller’s and without
expense and without cost
cost or
or other
other
adverse consequence
adverse consequence to
to Buyer,
Buyer, sent
sent required notices,
required notices, made necessary filings and
necessary filings and obtained
obtained such
such
Required Consents
Required listed on
Consents listed on Schedule
Schedule 2.5(b).
2.5’b).
(c)
(c) Promissory Note.
Promissory Note. Buyer shall
Buyer shall execute
execute and deliver to
and deliver to Seller
Seller the
the
Promissory Note.
Promissory Note.
(d)
(d) Lease Termination.
Lease Termination. Buyer
Buyer and
and Seller
shall execute and deliver
deliver to
to each
each
other a Lease
other a Termination Agreement, substantially
Lease Termination Agreement, substantially in
in the
the form
form attached
attached hereto
hereto as
as Exhibit
Exhibit C
(the “Termination
(the “Termination Agreement”), pursuant to
Agreement”), pursuant which that
to which that certain
certain Lease Agreement dated
Lease Agreement dated as
as of
of
December l,
December 1, 20]
2011, covering the facilities
l, covering the located at
facilities located at 1710 N. Beckley,
I710 N. Dallas, Texas
Beekley, Dallas, Texas 75208,
75208, shall
shall
be terminated
be terminated effective
teminated effective as
as of
of the Closing Date.
the Closing Date.
(e)
(e) Lease Amendment. Buyer
Lease Buyer and
and Seller
shall execute deliver to
and deliver each
to each
other aa First
other First Amendment to to Sublease
Sublease Agreement,
Agreement, substantially
substantially in
in the form attached
hereto as
as
Exhibit D (the
ExhibitD (the “Lease Amendment”),
Amendment”), pursuant
pursuant lo which
to which that
that certain
certain Sublease
Sublease Agreement
Agreement
effective as
effective as of
of April
April 15,
15, 2013,
2013, covering
covering the office space
the office space located
located atat ISOS Federal Street,
1505 Federal
l505 Street, Dallas,
Dallas,
Texas 7520l,
Texas will be
75201. will be amended
amended toto include
include additional
additional space
space in
in the
the building.
building.

Page 33 --
-
The term of this Agreement shall commence upon the date of thisAgreement and shall
continue until the License Agreement is terminated, unless this Agreement is earlier terminated
by mutual consent.
INDEPENDENT CONTRACTOR
For purposes of this Agreement and the duties undertaken herein, Force Multiplier
Solutions, Inc. shall be an independent contractor and not an employee, partner or agent of Dallas
County Schools. None of Force Multiplier Solutions, Inc., the Designee, nor any employee of
Force Multiplier Solutions, Inc. shall be entitled to receive any benefit nonnally or customarily
provided to employees of Dallas County Schools such as, but not limited to, vacation payment,
retirement, health care or sick pay. Dallas
County Schools shall not be responsible for
withholding income or other taxes from the payments made to Force Multiplier Solutions, Inc.
Dallas County Schools shall not be responsible for filing any returns or for paying any income,
social security, or other tax levied with respect to any payment made pursuant to this Agreement.
NONDISCLOSURE
In connection with the duties to be performed under this Agreement, Dallas County
Schools and Force Multiplier Solutions, Inc. may, from time-to-time, have access to certain
information which will be considered confidential by one or the other party. This Confidential
Information is a valuable asset to the party and either may suffer irreparable harm from
disclosure of all or any such Confidential Information to third parties or use of same for any
purpose other than as contemplated by this Agreement and the License Agreement. Accordingly,
both parties agree to a) hold all confidential information in strictest confidence, b) to not disclose
any Confidential Information to third panics without the specific prior written consent of the
other party, except as may be required by law or applicable regulatory or judicial proceedings,
provided that the party that is required to disclose such information shall provide the other party
with prompt advance notice so that such non-disclosing party may seek, at its sole cost and
expense, a protective order or other appropriate remedy, and c) to not use any Confidential
Information except for purposes absolutely necessary to effect performance under this
Agreement.
Both parties agree that the Confidential Information is owned by the party hereto which
produces it and that, subj ect to the terms of the License Agreement, which terms shall take
precedence if conflicting with the terms of this Agreement, use of any Confidential Information
does not create a license or other right in the other party to use it except in connection with the
performance of duties and obligations hereunder.
Confidential Information in this Agreement means, without limitation, with respect to a
party, confidential and/or proprietary information about the products, services, customers and
customers and databases, business plans, technical data, contracts, operating methods,
lists
marketing strategies and plans, financial projections, financial data and statements, prototypes,
employee information, and trade secrets of such party in each case whether provided to the other
party by such party or of which the other party becomes aware, and without regard to whether the
Confidential Information is conveyed to the other party advertently or inadvertently, by oral,
means, or as a consequence of observation by the other party. Confidential
electronic, or written
Information does not include information (i) which is or becomes available to a party from a
third-party source legally entitled to make such disclosure without violation of any such
obligation of confidentiality to the other party, (ii) of one party which is or becomes available to
the public other than as a result of disclosure by the other party or its agents, or which is
(iii)
required to be disclosed under applicable law or judicial process, but only to the extent it must be
disclosed (provided, that the party required to disclose such information notifies the other party
in advance of such requirement to disclose, cooperates with the other party in taking legally
available steps to resist or narrow any such request, and if disclosure is required, uses its
commercially reasonable efforts to obtain a protective order or other reliable assurance that
confidential treatment will be afforded to the Confidential Information).
GOVERNMENTAL IMMUNITY
This Agreement expressly made subject to Dallas County Schools’ governmental immunity
is
under the Texas Civil Practice and Remedies Code and all applicable state, federal, and local
Laws. The parties hereto expressly agree that no provision in this Agreement is in any way
intended to constitute a waiver of any immunities from suit or from liability that Dallas County
Schools has by operation of law.
GOVERNING LAW/JUSRISDICTION
This Agreement shall be construed in accordance with and governed by the laws of the State of
Texas applicable to agreements made and to be performed wholly within that jurisdiction. Any
Action brought with respect to this Agreement must be brought in any court of competent
Texas and, by execution and delivery of this Agreement, each Party
jurisdiction sitting in Dallas,
(a) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any
related appellate court and irrevocably agrees to be bound by any judgment rendered thereby in
connection with this Agreement and (b) irrevocably waives any objection it may now or hereafter
have as to the venue of any such Action brought in such a court or that such court is an
inconvenient forum.
[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement a3 of the
[fiday ofFebruary, 2014.
DALLAS COUNTY SCHOOLS
By: //t/2£; l‘fi/Wfli/z’

Name: Rick Sorrells, Ed. D.
FORCE MULTIPLIER SOLUTIONS, INC.
itle: Chairman and Chief Executive Oficer
Services Agreement Signature page
Alba l4: 1W
5681547215;,“4301;010010317I4
SCHEDULE A
See attached.
Signature page to Services Agreement

DG MIGRATION
2/11/2014
Admlnlstratlon
Akin
LeBlanc
MikeT
Robinson
Shaver Alertbus
Cummins . Hardware Technician
Eric V Smith Asst.
Holmes Evidence Coordinator

7
Helpline Operators
mm Stag Date Poflfl—on Accrued Vacation 0m Elm

Amulfo Martinez 9/26/2013 Helpline Operator n/a Hourly
Veronica Vasquez 10/26/2012 Helpline Operator n/a Hourly
2
Reviewers
Camberos Reviewer
Reviewer
Clemence Reviewer
reasure Reviewer
Dennis Romero Reviewer
Linda Romero Reviewer
Processors
Arvizu Processor
Chris Processor
Derek Processor
Carios Trevino Processor
Eric Reveles Processor
2.14 Environmental Matters.
d 2.14
Seller’s Knowledge,
Seller’s
EnvironmentalMatters.
(a)
(a) Neither Seller
Neither
Knowledge, threatened
Seller nor
threatened Environmental
any of
nor any of the
Environmental Claim
Assets is
the Assets
Claim relating
relating to
subject lo
is subject
to the
the Business
to any
Business or
pending or,
any pending
or the
the Assets
or. to
Assets and
to
and
state of
no state of facts
facts exists
exists which
which would
would form
form the
the basis for an
basis for an Environmental
Environmental Claim Claim from
from anyany
Governmental Authority.
Governmental Authority. Seller
Seller is currently and
is currently and has
has been
been atat all times in
all times in compliance
compliance with
with all
all
Environmental Laws that
Environmental that are
are applicable
applicable toto the
the Assets the Real
and the
Assets and Real Property.
Property. Seller
Seller has not
has not
received from
received from any Governmental Authon’ty
any Governmental Authority oror any other Person
any other Person any:
any: (i)(i) notice or claim
notice or claim relating
relating
to Environmental Laws;
to Environmental Laws; oror (ii) written request
(ii) written request forfor information
information pursuant
pursuant to Environmental Law,
to Environmental Law,
which,
which, inin each
each case,
case, either
either remains
remains pending
pending or unresolved, or
or unresolved. or isis the
the source
source ofof ongoing
ongoing
oNigations or
obligations or requirements
requircments as of the
as of the Effective
Effective Time.
Time.
(b)
(b)There has been
There has been nono release
release ofof hazardous
hazardous malen'als by Seller
materials by Seller in
in
contravention of
contravention of Environmental
Environmental Law with
with respect
respect to
to the
the any
any of
of the
the Assets
Assets or
or the Real Property.
the Real Property.
2.15
2.15 IINTENTIONAEX
IINTENTIONALLY OMITTEDJ
llNTENTIONAfliY OMITTED1
OMITTEQI
2.16
2.16 [INTENTIONALLY OMI1TEDJ
IINTENTIONAI-IY OMITTED|
OMITTED]
2.17 Broker.
2.17 Broker. No amount
amount is due to
is due any broker,
to any broker, finder or financial
finder or advisor for
financial advisor the
for the
transactions contemplated this Agreement.
by this Agreement.
2.18
2.18 Intellectual Property.
Intellectual Progerg.
(a)
(a) Intellectual Property
The Intellectual Property used
used by and material
by and to Seller
material to Seller in the conduct
in the conduct of
of
the Business
the Business (i) is comprised
(i) is comprised onlyonly of of Business
Property andand Business
Business
Licensed Intellectual Property.
Property, (ii)constitutes
(ii) constitutes all
all of the Intellectual
of the Intellectual Property
Property necessary
necessary and
and
sufficient for
sufficient for Seller
Seller to
to currently
currently conduct
cunently conduct the the Business,
Business, andand (iii)
(iii) contains
contains only
only those
those items and
items and
rights that
rights that are
are owned
owned by by Seller
Seller or
or its
its subsidiaries
subsidiaries or rightfully used
or rightfully by Seller
used by Seller or its subsidiaries
or its subsidiaries
pursuant to
pursuant to aa valid and enforceable
valid and enforceable license.
license.
(b)
(b) Schedule 2.18(b)(i)
Schedule 2.18(b)(i) contains
contains aa true
true andand complete
complete listlist of
of the
the Business
Business
Owned Intellectual
Property thatthat Seller
Seller or any of
or any of its
its subsidiaries
subsidiaries has has either
either registered
registered with
with aa
Governmental Authority or which Seller
or which Seller oror any
any of its its subsidiaries
subsidiaries currently
currently hashas filed
Wed forfor
registration with
registration with aa Governmental
Governmental Authority,
Authority, and and any
any other
other Business
Property
material to
material to and
and used
used in
in the
the conduct
conduct of the Business
of the Business including
including but but not limited to
not limited domain names or
to domain or
URLs, categories of
URLs, categories of trade
trade secrets,
secrets, unregistered
unregistered copyrights.
copyrights, and and website
website content.
content. There
There are
are no
no
pending patent,
pending patent, copyright
copyright or or trademark
trademark applications
applications of Seller or
of Seller or any of its
any of its subsidiaries.
subsidiaries. Schedule
Schedule
2.18(b) (ii) contains
2.18(b)(ii)
2.I8(b)(ii) contains aa true
true and
and complete
complete list of the
list of the Business
Business Licensed
Licensed Intellectual Property that
Intellectual Property that is
is
material
material toto the Business as
the Business as currently
conducted. All All of the fees
of the fees and filings due
and filings due as of the
as of the Closing
Closing
Date with
Date with respect
respect toto all
all Business
Property havehave been
been duly made. To the
duly made. the
Knowledge
Knowledge of of Seller.
Seller, nono party
party isis in
in breach
breach ofof any
Business Licensed Intellectual Propeny.
Property. Seller
Seller
and its
and its subsidiaries
subsidiaries owe no no royalties
royalties or other payments
or other payments to to third
third parties
parties in
in respect
respect ofof the
the Business
Business
Licensed Intellectual PropenyProperty relating
relating to use of
to use of such Intellectual Property
such Intellectual Property on on oror before
before the
the
Closing Date.
Closing Date.
(c)
(c) the Closing,
Upon the Closing, (i)
(i) Buyer will be
Buyer will be the sole licensee
the sole licensee ofof the
the Business
Business
Owned Intellectual applicable to
Property applicable this transaction,
to this transaction, free
free and
and clear
clear of
of all
all Liens,
Liens, (ii)
(ii) no third
no lhird
third
AGREEMENT
ASSET PURCHASE AGREEMENT -- Page
—
-
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FILED

DC-18-09831 Angie Avina

DISSOLUTION COMMITTEE FOR THE FORMER BOARD OF TRUSTEES OF

TO THE HONORABLE JUDGE OF SAID COURT:

I. NOTICE OF RELATED CASE UNDER LOCAL RULE 1.08

Moyé of the 14th District Court of Dallas County, Texas.

criminal prosecutions related to the instant case.

II. SUMMARY OF CLAIMS

Schools of more than $125,000,000.00 in taxpayer money.

Dallas County Schools by arranging an insider sale-and-leaseback of four of Dallas County

already pleaded guilty to federal charges.

owed by Dallas County Schools.

1. Discovery in this lawsuit is intended to be conducted under Level Three, in

accordance with TEX. R. CIV. P. 190.3.

costs, expenses, prejudgment interest, and attorneys’ fees.

IV. THE PARTIES

3. Plaintiff DCS is the statutorily-created Dissolution Committee for the legislatively-

Committee has standing to bring this Petition.

5. Defendant Force Multiplier Solutions, Inc., is a Louisiana Corporation that can be

6. Defendant Robert C. Leonard is a Louisiana resident that can be served with

Clearhaven, Circle, Dallas TX 75248-4018 or anywhere else he may be found.

9. Defendant Cambridge Realty Group, LLC (“Cambridge”) is a Louisiana limited-

Rodriguez, at 4207 Tchoupitoulas Street, New Orleans, LA 70115.

10. Defendant ELF Marketing, LLC (“ELF Marketing”) is a Texas limited-liability

12605 Rush Creek Lane, Austin, TX, 78732.

11. Defendant ELF Investments, LLC (“ELF Investments”) is a Louisiana limited

110 Veterans Blvd, Ste 525, Metairie, LA 70005.

12. Defendant Wedgewood Investment Group, LLC (“Wedgewood”) is an Illinois

13. Defendant Equipment Leasing Group of America, LLC (“ELGA”) is an Illinois

Trebels, at 211 Waukegan Road, Suite 100, Northfield, IL, 60093.

343 Country Ln., Glenview, IL 60025.

process at 343 Country Ln., Glenview, IL 60025.

16. Defendant Anrock Reality Services, LLC (“Anrock”) is a Louisiana limited-

Sr., at 5804 River Oaks Road, Harahan, LA, 70123.

V. JURISDICTION AND VENUE

21. For jurisdictional purposes, DCS is a Texas resident because it is a Texas

located at 5151 Samuell Blvd., Dallas, TX 75228.

tax payers with over $125,000,000 in debilitating debt obligations.

Northern District of Texas, Dallas Division are attached as Exhibit B.

$2 million in bribe and kickback payments to be transferred to pass-through entities controlled by

Dr. Sorrells or shell companies that he controlled.

for payment. Exhibit A, Sorrells Factual Resume, at ¶13.

Sorrells’ credit card debt.” See Exhibit A, Sorrells Information, at ¶23.

Realty Services, LLC. Exhibit B, Swartwood Sr. Factual Resume, at ¶7.

Exhibit B, Slater Swartwood Sr.’s Factual Resume at ¶9.

into agreements, including an asset purchase/licensing agreement. Exhibit A, Sorrells Factual

conduct as superintendent of DCS. According to the Sorrells Factual Resume:

Exhibit A, Sorrells Factual Resume, at ¶17.

to the Stop Arm Camera Program and Sale Leaseback Transactions.

Lam, Duncan mncan

Factual Resume at ¶3.

See Exhibit B, Swartwood, Sr., Information at ¶10.

(identified as Person A in the Sorrells Information),

See Exhibit A, Sorrells Information, at ¶4.

Exhibit B, Slater Swartwood Sr.’s Factual Resume at ¶9.

into agreements, including an asset purchase/licensing agreement. Exhibit A, Sorrells Factual

conduct as superintendent of DCS. According to the Sorrells Factual Resume:

Exhibit A, Sorrells Factual Resume, at ¶17.

to DCS were fraudulent.

Slater Swartwood, Sr. and their family members. See Exhibit C.

bonds issued to fund the purchase of stop-arm cameras from FMS.

aware that Leonard was pressuring DCS to purchase cameras that

5, LLC, and/or Wedgewood Investment Group.

54. Unsurprisingly, Wedgewood Investment Group, who served as DCS’s investment