COMSTOCK AMENDED AND RESTATED LEASE BASIC LEASE INFORMATION

▇▇▇▇▇▇▇▇ AMENDED AND RESTATED LEASE

BASIC LEASE INFORMATION

 

 

 

 

 

 

 

 

Year	Annual Rent Per Square Foot of Rentable Area	Basic Annual Rent	Basic Monthly Rent
1	$22.00	$1,460,404.00	$121,700.33
2	$22.50	$1,493,595.00	$124,466.25
3	$23.00	$1,526,786.00	$127,232.17
4	$23.50	$1,559,977.00	$129,998.08
5	$24.00	$1,593,168.00	$132,764.00
6	$24.50	$1,626,359.00	$135,529.92
7	$25.00	$1,659,550.00	$138,295.83

 

 

 

 

 

 

 

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EXHIBITS:

 

Exhibit A: Legal Description of the Property

Exhibit B: Premises

Exhibit C: Intentionally Omitted

Exhibit D: Acceptance of Premises Memorandum Exhibit E: Rules and Regulations

Exhibit F: Parking Agreement Exhibit G: Additional Provisions

 

 

 

 

 

 

 

 

 

 

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AMENDED AND RESTATED LEASE

 

This Amended and Restated Lease dated the 22nd of December 2023 (this "Lease") is made by and between Stonebriar I Office Partners Ltd., a Texas limited partnership, by its general partner Stonebriar Partners, LLC, by its authorized manager Western Securities (USA) Limited ("Landlord") and ▇▇▇▇▇▇▇▇ Resources, Inc., a Nevada corporation ("Tenant"). The Basic Lease Information attached hereto as pages i and ii (the "Basic Lease Information") and all exhibits, riders and other attachments to this Lease are incorporated into this Lease and made a part hereof. Capitalized terms used in this Lease without definitions have the respective meanings assigned to them in the Basic Lease Information.

 

ARTICLE 1 TERM AND POSSESSION

 

SECTION 1.1 LEASE OF PREMISES, COMMENCEMENT AND EXPIRATION

 

 

 

 

SECTION 1.2 DELIVERY OF PREMISES

 

 

 

SECTION 1.3 REDELIVERY OF THE PREMISES

 

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SECTION 1.4 HOLDING OVER. If Tenant or any party under Tenant claiming rights to this Lease, retains possession of the Premises after the expiration or earlier termination of this Lease, such possession shall constitute a tenancy at will only, subject, however, to all of the terms, provisions, covenants and agreements on the part of Tenant hereunder; such parties shall be subject to immediate eviction and removal and Tenant or any such party shall pay Landlord as rent for the period of such holdover an amount equal to 150% of the Basic Annual Rent and 100% of Additional Rent (each as hereinafter defined) in effect immediately preceding expiration or termination, as applicable, prorated on a daily basis. Tenant shall also pay any actual damages sustained by Landlord as a result of such holdover. Tenant will vacate the Premises and deliver same to Landlord immediately upon ▇▇▇▇▇▇'s receipt of notice from Landlord to so vacate. No holding over by ▇▇▇▇▇▇, whether with or without consent of Landlord, shall operate to extend the term of this Lease; no payments of money by Tenant to Landlord after the expiration or earlier termination of this Lease shall reinstate, continue or extend the term of this Lease; and no extension of this Lease after the expiration or earlier termination thereof shall be valid unless reduced to writing and signed by both Landlord and Tenant.

 

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ARTICLE 2 RENT

 

SECTION 2.1 BASIC RENT. Tenant shall pay as annual rent for the Premises the sum of the products obtained by multiplying (x) the Premises Rentable Area by (y) the annual rate per square foot of Premises Rentable Area, respectively, shown in the Basic Lease Information (the sum of such products is herein called "Basic Annual Rent"). The Basic Annual Rent shall be payable in monthly installments equal to the applicable Basic Monthly Rent shown in the Basic Lease Information in advance, without demand, offset or deduction, which monthly installments shall commence on the Commencement Date and shall continue on the first (1st) day of each calendar month thereafter. If the Commencement Date occurs on a day other than the first day of a calendar month, the Basic Monthly Rent for such partial month shall be prorated on the basis of days elapsed in the applicable calendar year. Upon execution of this Lease, Tenant shall pay to Landlord the first month's Basic Monthly Rent.

SECTION 2.2 ADDITIONAL RENT.

 

 

 

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SECTION 2.3 RENT DEFINED AND NO OFFSETS. Basic Annual Rent, Additional Rent and all other sums (whether or not expressly designated as rent) required to be paid to Landlord by Tenant under this Lease (including, without limitation, any sums payable to Landlord under any addendum, exhibit, rider or schedule attached hereto) shall constitute rent and are sometimes collectively referred to as “Rent”. Each payment of Rent shall be paid by Tenant when due, without prior demand therefor and without deduction or setoff, except as otherwise set forth in this Lease.

 

SECTION 2.4 LATE CHARGES. ▇▇▇▇▇▇'s failure to promptly pay sums due under this Lease may cause Landlord to incur unanticipated costs. The exact amount of those costs is impractical or extremely difficult to ascertain. The costs may include, but are not limited to, processing and accounting charges and late charges that may be imposed on Landlord by any ground lease or deed of trust encumbering the Premises. Payments due to Landlord under this Lease are not an extension of credit. Therefore, if any payment under the Lease is not actually received on or before the due date (and not merely deposited in the mail), Landlord may, at Landlord's option and to the extent allowed by applicable law, impose a Late Charge on any late payments in an amount equal to one-half of one percent (0.5%) of the amount of the past due payment (the "Late Charge") per day for each day after the due date, until the past due amount in good funds is received

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by ▇▇▇▇▇▇▇▇, up to a maximum of five percent (5%) of the past due amount. A Late Charge may be imposed only once on each past due payment. Any Late Charge will be in addition to ▇▇▇▇▇▇▇▇'s other remedies for nonpayment of Rent. If any check tendered to Landlord by Tenant under this Lease is dishonored for any reason, Tenant shall pay to the party receiving payments under this Lease a fee of fifty dollars ($50.00), plus (at Landlord's option) a Late Charge as provided above until good funds are received by Landlord. The parties agree that any Late Charge and dishonored check fee represent a fair and reasonable estimate of the costs Landlord will incur by reason of the late payment or dishonored check. Payments received from Tenant will be applied first to any Late Charges, second to Basic Rent, and last to other unpaid charges or reimbursements due to Landlord.

 

SECTION 2.5 ASSESSMENT OF CHARGES. Landlord and Tenant agree that each provision of this Lease for determining charges, amounts, and Additional Rent payments by Tenant is commercially reasonable, and as to each such charge or amount, constitutes a "method by which the charge is to be computed" for purposes of Section 93.012 (Assessment of Charges) of the Texas Property Code, as such section now exists or as it may be hereafter amended or succeeded.

 

 

ARTICLE 3 SECURITY DEPOSIT

 

Intentionally deleted.

 

ARTICLE 4 OCCUPANCY AND USE

 

SECTION 4.1 USE OF PREMISES

 

 

 

 

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SECTION 4.2 RULES AND REGULATIONS. Tenant will comply with such rules and regulations (the "Rules and Regulations") generally applying to tenants in the Building as may be adopted from time to time by Landlord for the management, safety, care and cleanliness of, and the preservation of good order and protection of property in, the Premises and the Building and at the Property. All such Rules and Regulations are hereby made a part hereof. The Rules and Regulations in effect on the date hereof are attached hereto as Exhibit E. All changes and amendments to the Rules and Regulations sent by Landlord to Tenant in writing and conforming to the foregoing standards shall be carried out and observed by ▇▇▇▇▇▇. Landlord hereby reserves all rights necessary to implement and enforce the Rules and Regulations.

 

SECTION 4.3 COMPLIANCE WITH LAWS

 

 

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SECTION 4.4 ACCESS. Without being deemed guilty of an eviction of Tenant and without abatement of Rent, Landlord and its authorized agents shall have the right to enter the Premises to inspect the Premises (after giving reasonable notice to Tenant, but in any event (other than an emergency) at least twenty-four (24) hours), and allowing Tenant to accompany Landlord), to show the Premises to prospective lenders or purchasers, and within the last twelve (12) months of the Lease Term, to show the Premises to prospective tenants, to post a "for rent" sign on the Premises, and to fulfill Landlord's obligations or exercise its rights under this Lease. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with ▇▇▇▇▇▇'s business, any loss of occupancy or quiet enjoyment of the Premises. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock the doors to and within the Premises, excluding Tenant's vaults and safes. Landlord shall use commercially reasonable efforts to minimize disturbance of Tenant’s use and occupancy of the Premises in its exercise of its rights pursuant to this Section 4.4.

 

SECTION 4.5 QUIET POSSESSION. Provided Tenant timely pays Rent and observes and performs all of the covenants, conditions and provisions on Tenant's part to be observed and performed hereunder, Tenant shall have the quiet possession of the Premises for the entire Term hereof, subject to all of the provisions of this Lease and all laws and restrictive covenants to which the Property is subject.

 

SECTION 4.6 PERMITS. Tenant shall obtain the certificate of occupancy, if any, required for occupancy of the Premises following construction of Tenant's Improvements. Tenant shall pay for the cost of any such certificate of occupancy. If any additional governmental license or permit shall be required for the proper and lawful conduct of

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Tenant's business in the Premises or any part thereof, Tenant, at its expense, shall procure and thereafter maintain such license or permit. Additionally, if any subsequent alteration or improvement made to the Premises by Tenant or Tenant’s use of Premises require any modification or amendment of any certificate of occupancy for the Building or the issuance of any other permit of any nature whatsoever, Tenant shall, at its expense, take all actions to procure any such modification or amendment or additional permit and Landlord agrees to reasonably to cooperate with Tenant in such regard.

 

 

ARTICLE 5 UTILITIES AND SERVICES

 

SECTION 5.1 SERVICES TO BE PROVIDED.

 

▇▇▇▇▇▇▇▇ agrees to furnish to the Premises the utilities and services described in subsections 5.101 through 5.108 below.

 

 

 

(a) Landlord shall furnish to the Premises electric power in sufficient quantities to operate Tenant’s lighting and for electrical outlets to operate Tenant’s equipment (provided such equipment is not of a type or quantity not typical for Tenant’s Permitted Use). Tenant shall be solely responsible for the cost of any electricity consumed at the Premises and for the cost of any changes made to the Building’s electrical system required in order to accommodate usage by the Tenant that is greater than that permitted by this subparagraph (a).

 

(b) Landlord may, from time to time, engage a reputable consultant to conduct a survey of electrical usage within the Premises (a “Consumption Survey”) or install, at Tenant’s expense, one or more submeters (“Submeters”) to measure electrical consumption within the Premises.

 

(c) Without the prior, written consent of Landlord, Tenant shall not install or use or permit the installation or use of any lighting fixtures or any electrical plugs, connections or outlets in the Premises beyond those installed by Landlord as part of Tenant’s Improvements. In no event shall Tenant (i) install any lighting device in any fixture or connect any equipment or other electrical device to any electrical outlet which requires a voltage greater than that supplied by the fixture or outlet in question.

 

 

 

 

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SECTION 5.2 ADDITIONAL SERVICES. Landlord may, with advance notice in writing, impose a reasonable charge for any utilities and services, including without limitation air conditioning, electrical current and water, provided by Landlord by reason of any use of the services at any time other than Normal Business Hours or beyond the levels or quantities that Landlord agrees herein to furnish or because of special electrical, cooling or ventilating needs created by Tenant's hybrid telephone equipment, computers or other equipment.

 

SECTION 5.3 TENANT’S OBLIGATION. ▇▇▇▇▇▇ agrees to cooperate fully at all times with Landlord and to abide by all regulations and requirements which Landlord reasonably prescribes for the use of the above utilities and services; provided that such regulations and requirements do not adversely and materially impact Tenant’s business or the Premises.

 

 

SECTION 5.4 SERVICE INTERRUPTION.

 

5.401 Service Interruption/Waiver of Landlord Liability. Landlord shall not be liable for and, except as provided in subsection 5.402 below, Tenant shall not be entitled to any abatement or reduction of Rent by reason of, Landlord’s failure to maintain temperature or electrical constancy levels or to furnish any of the foregoing services when such failure is caused by accident, breakage, repairs, strikes, lockouts or other labour disturbance or labor dispute of any character, governmental regulation, moratorium or other governmental action, inability by exercise of reasonable diligence to obtain electricity, water or fuel, or by any other cause beyond Landlord’s reasonable control (collectively, “Uncontrollable Events”), nor shall any such Uncontrollable Event or results or effects thereof be construed as an eviction (constructive or actual) of Tenant or as a breach of the implied warranty of suitability, or relieve Tenant from the obligation to perform any covenant or agreement herein and in no event shall Landlord be liable for damage to persons or property (including, without limitation, business interruption), or be in default hereunder, as a result of any such Uncontrollable Event or results or effects thereof; provided that Landlord otherwise complies with its obligations under this Lease, and exercises diligence to resolve such Uncontrollable Events. The foregoing notwithstanding in the event such Uncontrollable Events render the Premises untenantable for a period of time in excess of 30 days during any 60 day period, Tenant may terminate this Lease.

 

5.402 Limited Right to Abatement of Rent. If any portion of the Premises becomes unfit for occupancy because Landlord fails to deliver any service (excluding any separately metered utility services) as required under subsections 5.10l through 5.110 above for any period (other than a reconstruction period conducted pursuant to Section 7.1 or Article 8 below) exceeding ten (10) business days after written notice by Tenant to Landlord and provided such failure is not caused by Tenant, Tenant's Contractors or any of their respective agents or employees, Tenant shall be entitled to a fair partial abatement of Basic Annual Rent and Additional Rent for any such portion of the Premises from the expiration of such thirty (30) day period until such portion is again fit for occupancy.

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SECTION 5.5 TELECOMMUNICATION EQUIPMENT. In the event that Tenant wishes at any time to utilize the services of a telephone or telecommunications provider whose equipment is not then servicing the Building, no such provider shall be permitted to install its lines or other equipment within the Building without first securing the prior written approval of the Landlord, which approval shall include, without limitation, approval of the plans and specifications for the installation of the lines and/or other equipment within the Building. Landlord's approval shall not be deemed any kind of warranty or representation by Landlord, including, without limitation, any warranty or representation as to the suitability, competence, or financial strength of the provider. Without limitation of the foregoing standard, unless all of the following conditions are satisfied to Landlord's reasonable satisfaction, it shall be reasonable for Landlord to refuse to give its approval: (i) Landlord shall incur no expense with respect to any aspect of the provider's provision of its services, including without limitation, the costs of installation, materials and services; (ii) prior to commencement of any work in or about the Building by the provider, the provider shall supply Landlord with such written indemnities, insurance, financial statements, and such other items as Landlord determines to be necessary to protect its financial interests and the interests of the Building relating to the proposed activities of the provider; (iii) the provider agrees to abide by such rules and regulations, building and other codes, job site rules and such other requirements as are determined by Landlord to be necessary to protect the interests of the Building, the tenants in the Building and Landlord, in the same or similar manner as Landlord has the right to protect itself and the Building with respect to proposed alterations as described in subsection 6.303 of this Lease; (iv) Landlord determines that there is sufficient space in the Building for the placement of all of the provider's equipment and materials; (v) the provider agrees to abide by Landlord requirements, if any, that the provider use existing Building conduits and pipes or use Building contractors (or other contractors approved by Landlord); (vi) Landlord receives from the provider such compensation as is determined by Landlord to compensate it for space used in the Building for the storage and maintenance of the provider's equipment, for the fair market value of a provider's access to the Building, and the costs which may reasonably be expected to be incurred by Landlord; (vii) the provider agrees to deliver to Landlord detailed "as built" plans immediately after the installation of the provider's equipment is complete; and (viii) all of the foregoing matters are documented in a written license agreement between Landlord and the provider, the form and content of which is reasonably satisfactory to Landlord.

 

SECTION 5.6 MODIFICATIONS. Notwithstanding anything herein to the contrary, Landlord reserves the right from time to time to make reasonable modifications to the above standards for utilities and services; provided that such modifications do not interfere with Tenant’s business.

 

ARTICLE 6

MAINTENANCE, REPAIRS, ALTERATIONS AND IMPROVEMENTS

 

SECTION 6.1 LANDLORD'S OBLIGATION TO MAINTAIN AND REPAIR. Landlord shall (subject to Section 7.1, Section 7.4 and Article 8 below and Landlord's rights under Section 2.2 above and except for ordinary wear and tear) maintain (i) the exterior walls, foundation, and roof and load bearing elements of the Building, (ii) the mechanical (including HVAC), electrical, plumbing, and fire/life and safety systems serving the Building, (iii) all exterior portions of the Building, (iv) elevators serving the Building, (v) public restrooms, parking areas, paved walkways and drives, and landscaping on the Property, and perform routine maintenance in the Common Areas. Except for load bearing elements of the Building located within the Premises, Landlord shall not be required to maintain or repair any portion of the Premises.

 

SECTION 6.2 TENANT'S OBLIGATION TO MAINTAIN,REPAIR AND OPERATE.

 

 

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6.202 Rights of Landlord. Tenant shall notify Landlord in advance of any material maintenance, repair or replacement work required in the Premises. All such work shall be performed by contractors and subcontractors approved by Landlord, not to be unreasonably withheld. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in good order, condition and repair, or otherwise satisfy its repair and replacement obligations under subsection 6.201 above after providing written notice to Tenant and Tenant thereafter fails to commence performance of obligations within ten (10) days of receipt of such notice, Landlord shall have the right to perform such maintenance, repairs and replacements, and Tenant shall pay Landlord on demand, as Additional Rent, the cost thereof plus a construction management fee of ten percent (10%) of such cost.

 

6. 203 Operation. Tenant shall be under no obligation to operate out of the Premises so long as Tenant continues to pay rent and otherwise perform its obligations hereunder. Notwithstanding the foregoing, if the Tenant does not occupy the Premises for a period of greater than one hundred and eighty (180) days, the Landlord may terminate the Lease with sixty (60) days written notice, and Tenant shall have no further obligations after the effective date of such termination.

 

 

 

SECTION 6.3 IMPROVEMENTS AND ALTERATIONS.

 

 

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ARTICLE 7

INSURANCE AND CASUALTY

 

SECTION 7.1 TOTAL OR PARTIAL DESTRUCTION OF THE BUILDING OR THE PREMISES

 

 

 

 

 

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SECTION 7.2 INDEMNITY. SUBJECT TO SECTION 7.5, TENANT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS LANDLORD AND ITS AGENTS (INCLUDING THE PROPERTY MANAGER) (COLLECTIVELY, "LANDLORD PARTIES") FROM AND AGAINST ALL CLAIMS, DEMANDS, LIABILITIES, CAUSES OF ACTION, SUITS, JUDGMENTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) FOR ANY LOSS ARISING FROM ANY OCCURRENCE ON THE PREMISES OR FROM TENANT'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS LEASE (OTHER THAN A LOSS ARISING FROM THE SOLE OR GROSS NEGLIGENCE OF LANDLORD PARTIES) THIS INDEMNITY PROVISION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS LEASE.

 

SECTION 7.3 TENANT'S INSURANCE.

(a) Tenant shall maintain the following insurance ("Tenant's Insurance"), at its sole cost and expense: (1) commercial general liability insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a per occurrence limit of no less than $3,000,000; (2) causes of loss-special form (formerly "all risk") property insurance, including flood and earthquake, covering all above building standard leasehold improvements and Tenant's trade fixtures, equipment, furniture and other personal property within the Premises ("Tenant's Property") in the amount of the full replacement cost thereof; (3) business income (formerly "business interruption") insurance written on an actual loss sustained form or with sufficient limits to address reasonably anticipated business interruption losses; (4) business automobile liability insurance to cover all owned, hired and non-owned automobiles owned or operated by Tenant providing a minimum combined single limit of $1,000,000; (5) workers' compensation insurance as required by the state in which the Premises is located and in amounts as may be required by applicable statute (provided, however, if no workers' compensation insurance is statutorily required, Tenant shall carry workers' compensation insurance in a minimum amount of $500,000); (6) employer's liability insurance in an amount of at least $500,000 per occurrence; and (7) umbrella liability insurance that follows form in excess of the limits specified in (1), (4) and (6) above, of no less than $4,000,000 per occurrence and in the aggregate. Any company underwriting any of Tenant's Insurance shall have, according to A.M Best Insurance Guide, a Best's rating of not less than A- and a Financial Size Category of not less than VIII. All commercial general liability, business automobile liability, liquor liability and umbrella liability insurance policies shall name Landlord (or any successor), Landlord's property manager, Landlord's Mortgagee (if any) and their respective members, principals, beneficiaries, partners, officers, directors, employees, and agents, and other designees of Landlord as the interest of such designees shall appear, as "additional insured" and shall be primary with Landlord's policy being secondary and non-contributory, IT BEING THE INTENT THAT SUCH POLICIES AFFORD INSURANCE COVERAGE TO LANDLORD AND THE PROPERTY MANAGER AGAINST CLAIMS FOR PERSONAL OR BODILY INJURY OR DEATH OR PROPERTY DAMAGE OCCURRING UPON, IN OR ABOUT THE PREMISES AS THE RESULT OF THE NEGLIGENCE OF LANDLORD OR THE PROPERTY MANAGER, whether or not required by the other provisions of this Lease. If any aggregate limit is reduced because of losses paid to below 75% of the limit required by this Lease, Tenant will notify Landlord in writing within ten (10) days of the date of reduction. All policies of Tenant's Insurance shall contain endorsements that the insurer(s) shall give Landlord and its designees at least 30 days' advance written notice of any change, cancellation, termination or lapse of insurance. Tenant shall provide Landlord with a certificate of insurance and all required endorsements evidencing Tenant's Insurance prior to the earlier to occur of the Commencement Date or the date Tenant is provided access to the Premises for any reason, and upon renewals at least ten (10) days prior to the expiration of the insurance coverage. All of Tenant's Insurance policies, endorsements and certificates will be on forms and with deductibles and self- insured retention, if any, reasonably acceptable to Landlord. The limits of Tenant's insurance shall not limit Tenant's liability under this Lease.

 

SECTION 7.4 LANDLORD'S INSURANCE. Landlord shall maintain: (1) commercial general liability insurance applicable to the Property which provides, on an occurrence basis, a minimum combined single limit of no less than $3,000,000 (coverage in excess of $1,000,000 may be provided by way of an umbrella/excess liability policy); and (2) causes of loss-special form (formerly "all risk") property insurance on the Building in the amount of the replacement cost thereof, as reasonably estimated by Landlord. The foregoing insurance and any other insurance carried by Landlord may be effected by a policy or policies of blanket insurance and shall be for the sole benefit of Landlord and under

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Landlord's sole control. Consequently, Tenant shall have no right or claim to any proceeds thereof or any other rights there under.

 

SECTION 7.5 MUTUAL WAIVER OF SUBROGATION. Notwithstanding anything in this Lease to the contrary, Tenant waives, and shall cause its insurance carrier(s) and any other party claiming through or under such carrier(s), by way of subrogation or otherwise, to waive any and all rights of recovery, Claim, action or causes of action against all Landlord Parties for any loss or damage to Tenant's business, any loss of use of the Premises, and any loss, theft or damage to Tenant's Property (including Tenant's automobiles or the contents thereof), including all rights (by way of subrogation or otherwise) of recovery, Claims, actions or causes of action, which loss or damage is (or would have been, had the insurance required by this Lease been maintained) covered by insurance, even if such loss or Claim arises in whole or in part as a result of the negligence of the Landlord Parties. In addition, Landlord shall cause its insurance carrier(s) and any other party claiming through or under such carrier(s), by way of subrogation or otherwise, to waive any and all rights of recovery, Claim, action or causes of action against all Tenant Parties for any loss of or damage to or loss of use of the Building, any additions or improvements to the Building, or any contents thereof, including all rights (by way of subrogation or otherwise) of recovery, Claims, actions or causes of action, which loss or damage is (or would have been, had the insurance required by this Lease been maintained) covered by insurance, even if such loss or Claim arises in whole or in part as a result of the negligence of the Tenant Parties.

 

ARTICLE 8 CONDEMNATION

 

SECTION 8.1 CONDEMNATION RESULTING IN CONTINUED USE NOT FEASIBLE. If the Property or any portion thereof that, in Landlord's reasonable opinion, is necessary to the continued efficient and/or economically feasible use of the Property shall be taken or condemned for public purposes, or sold to a condemning authority in lieu of taking, then Landlord or Tenant may, at its option, terminate this Lease.

 

SECTION 8.2 CONDEMNATION OF PREMISES. If all or a substantial portion of the Premises is taken or condemned or sold in lieu thereof or Tenant will be unable to use a substantial portion of the Premises for a period of one hundred eighty (180) consecutive days or more by reason of a temporary taking of the Premises or by reason of a taking of all or a portion of the Property through condemnation or sale in lieu thereof, then either Landlord or Tenant may terminate this Lease by delivering written notice thereof to the other within ten days after the taking, condemnation or sale in lieu thereof. If all or any portion of the Premises becomes subject to a taking for a period of time of less than 180 days, this Lease shall remain in full force and effect and Tenant shall continue to perform all of the terms, conditions and covenants of this Lease, including the payment of Rent and all other amounts required hereunder. If any such temporary taking terminates prior to the expiration of the Term, Tenant shall restore the Premises as nearly as possible to the condition prior to such temporary taking, at Tenant’s sole cost and expense. Landlord shall be entitled to receive the entire award for any such temporary Taking, except that Tenant shall be entitled to receive the portion of such award which (i) compensates Tenant for its loss of use of the Premises within the Term and (ii) reimburses Tenant for the reasonable out-of-pocket costs actually incurred by Tenant to restore the Premises as required by this Section 8.2.

 

SECTION 8.3 CONDEMNATION WITHOUT TERMINATION. If upon a taking or condemnation or sale in lieu of the taking of all or less than all of the Property which gives either Landlord or Tenant the right to terminate this Lease pursuant to Section 8.1 or 8.2 above shall occur and neither Landlord nor Tenant elects to exercise such termination right, then this Lease shall continue in full force and effect, provided that if the taking, condemnation or sale includes any portion of the Premises, the Basic Annual Rent and Additional Rent shall be redetermined on the basis of the remaining square feet of Premises Rentable Area. Landlord, at Landlord's expense, shall restore and reconstruct the Building to substantially its former condition to the extent that the same may be reasonably feasible, but such work shall not be required to exceed the scope of the work done by Landlord in originally constructing the Building, nor shall Landlord in any event be required to spend for such work an amount in excess of the amount received by Landlord as compensation or damages (over and above amounts going to the mortgagee of the property taken) for the part of the Building or the Premises so taken.

 

SECTION 8.4 CONDEMNATION PROCEEDS. Landlord shall receive the entire award (which shall include sales proceeds) payable as a result of a condemnation, taking or sale in lieu thereof. Tenant hereby assigns to Landlord any and all right, title and interest of Tenant now or hereafter arising in and to any such award. Tenant shall, however, have the right to recover from such authority through a separate award which does not reduce Landlord's award, any compensation as may be awarded to Tenant on account of moving and relocation expenses, depreciation to and removal of ▇▇▇▇▇▇'s physical property.

 

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ARTICLE 9 LIENS

 

Tenant shall keep the Premises and the Property free from all liens arising out of any work performed, materials furnished or obligations incurred by or for Tenant, and Tenant shall defend, indemnify and hold harmless Landlord from and against any and all claims, causes of action, damages and expenses (including reasonable attorneys' fees) arising from or in connection with any such liens. If Tenant shall not, within ten (10) days following notification to Tenant of the imposition of any such lien, cause the same to be released of record by payment or the posting of a bond in amount, form and substance acceptable to Landlord, Landlord shall have, in addition to all other remedies provided herein and by law, the right but not the obligation, to cause the same to be released by such means as it shall deem proper, including payment of or defense against the claim giving rise to such lien. Nothing in this Lease shall be construed as constituting the consent or request of Landlord, express or implied, to any contractor, subcontractor, laborer or materials for the performance of any labor or the furnishing of any materials for any specific improvement, alteration or repair of or to the Building or the Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanic's or other liens against the interest of Landlord in the Property or the Premises.

 

ARTICLE 10

TAXES ON TENANT'S PROPERTY

 

Tenant shall be liable for and shall pay, prior to their becoming delinquent, any and all taxes and assessments levied against, and any increases in Taxes as a result of, any personal property or trade or other fixtures placed by Tenant in or about the Premises and any improvements (other than Tenant's Improvements which by their nature, have become a permanent part of the Building) constructed in the Premises by or on behalf of Tenant. If Landlord pays any such additional taxes or increases, Tenant will, within ten (10) days after demand, reimburse Landlord for the amount thereof.

 

ARTICLE 11 SUBLETTING AND ASSIGNING

 

Refer to Section 3 of Exhibit G.

 

ARTICLE 12

TRANSFERS BY LANDLORD, SUBORDINATION AND TENANT'S ESTOPPEL CERTIFICATE

 

SECTION 12.1 SALE OF THE PROPERTY. In the event of any transfer of title to the Property, the transferor shall automatically be relieved and freed of all obligations of Landlord under this Lease accruing after such transfer.

 

SECTION 12.2 SUBORDINATION, ATTORNMENT AND NOTICE. This Lease is subject and subordinate to each lease of all or any portion of the Property wherein Landlord is the tenant and to the lien of each mortgage and deed of trust encumbering all or any portion of the Property, regardless of whether such lease, mortgage or deed of trust now exists or may hereafter be created, (ii) to any and all advances (including interest thereon) to be made under each such lease, mortgage or deed of trust and (iii) to all modifications, consolidations, renewals, replacements and extensions of each such lease, mortgage or deed of trust; provided that the foregoing subordination to any mortgage or deed of trust impacting the Property, whether such mortgage or deed of trust is placed on the Property before or after the Effective Date, shall not become effective until and unless the holder of such mortgage or deed of trust delivers to Tenant a non-disturbance agreement (which may include ▇▇▇▇▇▇'s agreement to attorn as set forth below) permitting Tenant, if Tenant is not then in default under, this Lease, to remain in occupancy of the Premises in the event of a foreclosure of any such mortgage or deed of trust. ▇▇▇▇▇▇ also agrees that any Landlord, mortgagee (whether under a mortgage or deed of trust) or trustee may elect (which election shall be revocable) (collectively, “Landlord’s Mortgagee”) to have this Lease superior to any lease or lien of its mortgage or deed of trust and, in the event of such election and upon notification by such Landlord, mortgagee or trustee to that effect, this Lease shall be deemed superior to such lease, mortgage or deed of trust, whether this Lease is dated prior to or subsequent to the date of such lease, mortgage or deed of trust. Tenant shall, in the event of the sale or assignment of Landlord's interest in the Premises (except in a sale-leaseback financing transaction), or in the event of the termination of any lease in a sale-leaseback financing transaction wherein Landlord is the Tenant attorn to and recognize such purchaser, assignee or Landlord as Landlord under this Lease. Tenant shall, in the event of any proceedings brought for the foreclosure of, or in the event of the exercise of the power of sale under,

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any mortgage or deed of trust covering the Premises, attorn to and recognize the purchaser at foreclosure as Landlord under this Lease. The above subordination and attornment clauses shall be self-operative and no further instruments of subordination or attornment need be required by any mortgagee, trustee, Landlord purchaser or assignee. In confirmation thereof, ▇▇▇▇▇▇ agrees that, upon the request of ▇▇▇▇▇▇▇▇, or any such mortgagee, trustee, Landlord, purchaser or assignee, Tenant shall execute and deliver whatever instruments may be required for such purposes and to carry out the intent of this Section 12.2.

 

Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord’s Mortgagee whose address has been given to Tenant, and affording such Landlord’s Mortgagee a reasonable opportunity to perform Landlord’s obligations hereunder.

 

If Landlord’s Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord’s Mortgagee shall not be: (a) liable for any act or omission of any prior Landlord (including Landlord); (b) bound by any rent or additional rent or advance rent which Tenant might have paid for more than the current month to any prior Landlord (including Landlord), and all such rent shall remain due and owing, notwithstanding such advance payment; (c) bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to Landlord’s Mortgagee and with respect to which Tenant shall look solely to Landlord for refund or reimbursement; (d) bound by any termination, amendment or modification of this Lease made without Landlord’s Mortgagee’s consent and written approval, except for those terminations (except Tenant’s express termination rights herein), amendments and modifications permitted to be made by Landlord without Landlord’s Mortgagee’s consent pursuant to the terms of the loan documents between Landlord and Landlord’s Mortgagee; (e) subject to the defenses which Tenant might have against any prior Landlord (including Landlord); and (f) subject to the offsets which Tenant might have against any prior Landlord (including Landlord) except for those offset rights which are expressly provided in this Lease, relate to periods of time following the acquisition of the Building by Landlord’s Mortgagee, and ▇▇▇▇▇▇ has provided written notice to Landlord’s Mortgagee and provided Landlord’s Mortgagee a reasonable opportunity to cure the event giving rise to such offset event. Landlord’s Mortgagee shall have no liability or responsibility under or pursuant to the terms of this Lease or otherwise after it ceases to own an interest in the Project. Nothing in this Lease shall be construed to require Landlord’s Mortgagee to see to the application of the proceeds of any loan, and Tenant’s agreements set forth herein shall not be impaired on account of any modification of the documents evidencing and securing any loan.

 

SECTION 12.3 TENANT'S ESTOPPEL CERTIFICATE. Tenant shall, upon the request of Landlord or any mortgagee of Landlord (whether under a mortgage or deed of trust), without additional consideration, within seven (7) days of written request therefor, deliver an estoppel certificate, consisting of reasonable statements required by Landlord, any mortgagee or purchaser of any interest in the Property, which statements may include but shall not be limited to the following: this Lease is in full force and effect, with rental paid through the date specified in the certificate; this Lease has not been modified or amended; Landlord is not in default and Landlord has fully performed all of Landlord's obligations hereunder; and such other statements as may reasonably be required by the requesting party. If ▇▇▇▇▇▇ is unable to make any statements contained in the estoppel certificate because the same is untrue, Tenant shall with specificity state the reason why such statement is untrue.

 

ARTICLE 13 DEFAULT

 

SECTION 13.1 DEFAULTS BY TENANT. The occurrence of any of the events described in subsections 13.101 through 13.110 shall constitute a default by Tenant under this Lease.

 

 

 

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SECTION 13.2 REMEDIES OF LANDLORD.

 

 

 

 

 

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13.207 Consequential Damages. In no event shall Tenant be liable to Landlord for consequential or special damages by reason of failure to perform (or default) by Tenant hereunder or otherwise.

 

SECTION 13.3 LANDLORD'S LIABILITY.

 

13.301 Tenant's Rights in Respect of Landlord Default. Tenant is granted no contractual right of termination by this Lease, except to the extent and only to the extent set forth in Sections 7. 1 and 8.2 above. If ▇▇▇▇▇▇ shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the right, title and interest of Landlord in the Property as the same may then be encumbered and Landlord shall not be liable for any deficiency. In no event shall Landlord be liable to Tenant for consequential or special damages by reason of a failure to perform (or a default) by Landlord hereunder or otherwise. In no event shall Tenant have the right to levy execution against any property of Landlord other than its interest in the Property as above provided.

 

13.302 Certain Limitations on Landlord's Liability. Unless caused by Landlord's gross negligence, willful misconduct or default under this Lease, and without limiting the provisions of Section 7.4, Landlord shall not be liable to Tenant for any claims, actions, demands, costs, expenses, damage or liability of any kind, EVEN IF CAUSED BY LANDLORD'S JOINT NEGLIGENCE, which (i) arise out of the use, occupancy or enjoyment of the Premises by Tenant or any person therein or holding under Tenant or by or through the acts or omissions of any of their respective employees, officers, agents, invitees or contractors, are caused by or arise out of fire, explosion, falling sheetrock, gas, electricity, water, rain, snow or dampness, or leaks in any part of the Premises, (iii) are caused by or arise out of damage to the roof, pipes, appliances, plumbing works, electrical works or any damage to or malfunction of heating, ventilation or air conditioning equipment, (iv) are caused by tenants or any persons either in the Premises or elsewhere in the Building (unless caused by Landlord's negligence in the Common Areas) or by occupants of property adjacent to the Building or Common Areas or by the public or by the construction of any private, public or quasi-public work, (v) are caused by any act, neglect or negligence of Tenant, or (vi) are caused by any theft or burglary at the Premises or the Property.

 

SECTION 13.4 WAIVER OF TEXAS DECEPTIVE TRADE PRACTICES ACT. TENANT HEREBY WAIVES ALL ITS RIGHTS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT, SECTION 17.41 ET. SEQ. OF THE TEXAS BUSINESS AND COMMERCE CODE (THE "DTPA"), A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF TENANT'S OWN SELECTION, TENANT VOLUNTARILY CONSENTS TO THIS WAIVER. Accordingly, ▇▇▇▇▇▇’s rights and remedies with respect to the transactions contemplated under this Lease shall be governed by legal principles other than the DTPA. The foregoing waiver by Tenant shall also be binding on any permitted assignee, subtenant or successor of Tenant under this Lease. The provisions of this Section shall survive any termination of this Lease.

 

SECTION 13.5 LANDLORD'S LIEN. To secure the payment of Rent and the performance of ▇▇▇▇▇▇'s other obligations as and when required under this Lease, Tenant grants to Landlord an express contract lien on and security

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interest in all goods, equipment, furnishings, fixtures, furniture, chattels and personal property of whatever nature owned by Tenant attached or affixed to or used in and about the Premises on the date of this Lease or at any time after the date of this Lease or otherwise located in the Premises and all renewals or replacements or substitutions for any of the foregoing, all building materials and equipment now or hereafter delivered to the Premises and intended to be installed in the Premises and all security deposits and advance rentals under lease agreements on the date of this Lease or at any time after the date of this Lease covering or affecting the Premises and held by or for the benefit of Tenant and all proceeds of the foregoing. Landlord shall have all the rights and remedies of a secured party under the Texas Business and Commerce Code and this lien and security interest may be foreclosed by process of law. The requirement of reasonable notice prior to any sale under Article 9 of the Texas Business and Commerce Code shall be met if such notice is given in the manner prescribed herein at least ten (10) days before the day of sale. Any sale made pursuant to the provisions of this Section shall be deemed to have been a public sale conducted in a commercially reasonable manner if held in the Premises after the time, place and method of sale and a general description of the types of property to be sold have been advertised for ten (10) consecutive days prior to the date of sale in a daily newspaper published in the county in Texas where the Building is located. Notwithstanding any provision of this Lease to the contrary, Landlord shall not have, and expressly releases and waives, any contractual or statutory lien on any of Tenant’s information, data, trade secrets, or intellectual property in whatever form maintained, including, without limitation, hard files, papers, software and computer files.

 

ARTICLE 14 NOTICES

 

Any notice or communication required or permitted in this Lease shall be given in writing, sent by (a) personal delivery, with proof of delivery, (b) expedited delivery service, with proof of delivery, or (c) United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed as follows:

 

Landlord: Stonebriar I Office Partners, Ltd. by Stonebriar Partners, LLC, its general partner, by its authorized manager Western Securities (USA) Limited

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇

Attention: Leasing

Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Phone: (▇▇▇) ▇▇▇-▇▇▇▇

 

Tenant: the Premises

or to such other address or to the attention of such other person as shall be designated from time to time in writing by the applicable party and sent in accordance herewith. Notice also may be given by fax, provided each such transmission is confirmed (and such confirmation is supported by documented evidence) as received. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of fax, upon receipt. Reference is made to Section 13.3 of this Lease for other provisions governing notices.

 

 

 

ARTICLE 15

MISCELLANEOUS PROVISIONS

 

SECTION 15.1 BUILDING NAME AND ADDRESS. Tenant shall not, without the written consent of Landlord, use the name of the Building for any purpose other than as the address of the business to be conducted by Tenant in the Premises and in no event shall Tenant acquire any rights in or to such names. Landlord shall have the right at any time to change the name, number or designation by which the Building is known.

 

SECTION 15.2 SIGNS. See Exhibit G.

 

SECTION 15.3 NO WAIVER. No waiver by Landlord or by Tenant of any provision of this Lease shall be deemed to be a waiver by either party of any other provision of this Lease. No waiver by Landlord of any breach by Tenant shall be deemed a waiver of any subsequent breach by Tenant of the same or any other provision. The failure of Landlord or Tenant to insist at any time upon the strict performance of any covenant or agreement or to exercise any option, right,

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power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. ▇▇▇▇▇▇▇▇'s consent to or approval of any act by Tenant requiring Landlord's consent or approval shall not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act of Tenant. No act or thing done by Landlord or Landlord's agents during the term of this Lease shall be deemed an acceptance of a surrender of the Premises, unless done in writing signed by Landlord. The delivery of the keys to any employee or agent of Landlord shall not operate as a termination of this Lease or a surrender of the Premises. The acceptance of any Rent by Landlord following a breach of this Lease by Tenant shall not constitute a waiver by Landlord of such breach or any other breach. The payment of Rent by Tenant following a breach of this Lease by Landlord shall not constitute a waiver by Tenant of any such breach or any other breach. No waiver by Landlord or Tenant of any provision of this Lease shall be deemed to have been made unless such waiver is expressly stated in writing signed by the waiving party. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment of Rent due under this Lease shall be deemed to be other than on account of the earliest Rent due hereunder, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy which may be available to Landlord.

 

SECTION 15.4 APPLICABLE LAW; VENUE. This Lease shall be governed by and construed in accordance with the laws of the State of Texas. Venue for any litigation or other dispute resolution proceeding arising out of this Lease shall lie in Dallas County, Texas.

 

SECTION 15.5 COMMON AREA. "Common Areas" shall mean all areas, spaces, facilities and equipment (whether or not located within the Building) made available by Landlord for the common and joint use of Landlord, Tenant and others designated by Landlord using or occupying space in the Building, including but not limited to, tunnels, walkways, sidewalks and driveways necessary for access to the Building, Building lobbies, the Garage, landscaped areas, public corridors, public rest rooms, Building stairs, elevators open to the public, service elevators (provided that such service elevators shall be available only for tenants of the Building and others designated by Landlord), drinking fountains and any such other areas and facilities as are designated by Landlord from time to time as Common Areas. "Service Corridors" shall mean all loading docks, loading areas and all corridors that are not open to the public but which are available for use by Tenant and others designated by Landlord. "Service Areas" will refer to areas, spaces, facilities and equipment serving the Building (whether or not located within the Building) but to which Tenant and other occupants of the Building will not have access, including, but not limited to, mechanical, telephone, electrical, maintenance, janitorial and similar rooms and air and water refrigeration equipment. Tenant is hereby granted a nonexclusive right to use the Common Areas and Service Corridors during the term of this Lease for their intended purposes, in common with others designated by Landlord, subject to the terms and conditions of this Lease, including, without limitation, the Rules and Regulations and the Garage Parking Agreement attached hereto as Exhibit F. The Building, Common Areas, Service Corridors and Service Areas will be at all times under the exclusive control, management and operation of the Landlord. Subject to Tenant's repair and maintenance obligations under this Lease, Tenant agrees and acknowledges that the Premises (whether consisting of less than one floor or consisting of one or more full floors within the Building) do not include, and Landlord hereby expressly reserves for its sole and exclusive use, any and all mechanical, electrical, telephone and similar rooms, janitor closets, elevator, pipe and other vertical shafts and ducts, flues, stairwells, any area above the acoustical ceiling and any other areas not specifically shown on Exhibit B as being part of the Premises.

 

SECTION 15.6 SUCCESSORS AND ASSIGNS. Subject to Article 11 hereof, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.

 

SECTION 15.7 BROKERS. ▇▇▇▇▇▇▇▇ agrees to pay ▇▇▇▇▇▇’s broker, ▇▇▇▇▇▇ ▇▇▇▇ Company, dba NAI ▇▇▇▇▇▇ ▇▇▇▇, a Texas Corporation, a commission for its representation of Tenant, by way of separate agreement, to ▇▇▇▇▇▇ ▇▇▇▇ Company, dba NAI ▇▇▇▇▇▇ ▇▇▇▇, a Texas Corporation. Landlord and Tenant each warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease other than ▇▇▇▇▇▇ ▇▇▇▇ Company, dba NAI ▇▇▇▇▇▇ ▇▇▇▇, a Texas Corporation, and ▇▇▇▇▇ Commercial, LLC and that it knows of no other real estate brokers or agents who are or claim to be entitled to a commission through Landlord or Tenant, respectively, in connection with this Lease. Notwithstanding the foregoing, Landlord and ▇▇▇▇▇▇ agree and acknowledge, that the Landlord shall only be responsible for the payment of a commission to ▇▇▇▇▇▇ ▇▇▇▇ Company, dba NAI ▇▇▇▇▇▇ ▇▇▇▇, a Texas Corporation. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ each agrees to defend, indemnify and hold harmless the other party from and against any liability or claim, whether meritorious or not, arising with respect to any broker and/or agent known to the indemnifying party and not so named.

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SECTION 15.8 SEVERABILITY. If any provision of this Lease or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the application of such provisions to other persons or circumstances and the remainder of this Lease shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

 

SECTION 15.9 INTEREST ON TENANT'S OBLIGATIONS. Unless otherwise specified within a particular Section to this Lease, any amount due from Tenant to Landlord which is not paid on the date due shall bear interest at the lower of (i) twelve percent (12%) per annum or (ii) the highest rate from time to time allowed by applicable law (taking into account any and all other interest, charges or other amounts which are levied on the past-due amount under this Lease and which constitute "interest" under applicable law), from the date such payment is due until paid, but the payment of such interest shall not excuse or cure the default.

 

SECTION 15.10 TIME. Time is of the essence in this Lease and in each and all of the provisions hereof. Whenever a period of days is specified in this Lease, such period shall refer to calendar days unless otherwise expressly stated in this Lease. If any date provided under this Lease for performance of an obligation or expiration of a time period is a Saturday, Sunday or a holiday generally recognized by businesses, the obligation shall be performed or the time period shall expire, as the case may be, on the next succeeding business day. The “date of this Lease” shall mean the date of execution hereof, as set forth on the signature page hereof.

 

SECTION 15.11

 

 

 

SECTION 15.12 FORCE MAJEURE. Whenever a period of time is herein prescribed for action to be taken by Landlord or Tenant, the party taking the action shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other causes which are beyond the reasonable control of such party; provided, however, in no event shall the foregoing apply to the financial obligations of either Landlord or Tenant to the other under this Lease, including ▇▇▇▇▇▇'s obligation to pay Basic Annual Rent, Additional Rent or any other amount payable to Landlord hereunder.

 

SECTION 15.13 RECORDING. This Lease shall not be recorded. However, ▇▇▇▇▇▇▇▇ shall have the right to record a short form or memorandum hereof, at Landlord’s expense, at any time during the term hereof and, if requested, ▇▇▇▇▇▇ agrees (without charge to Landlord) to join in the execution thereof.

 

SECTION 15.14 NO REPRESENTATIONS. Landlord and Landlord's agents have made no warranties, representations or promises (express or implied) with respect to the Premises, the Building or any other part of the Property (including, without limitation, the condition, use or suitability of the Premises, the Building or the Property), except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease.

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SECTION 15.15 ATTORNEYS' FEES. In the event of any legal action or proceeding brought by either party against the other arising out of this Lease, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in such action (including, without limitation, all costs of appeal) and such amount shall be included in any judgment rendered in such proceeding.

 

SECTION 15.16 PARKING. Exhibit F attached hereto sets forth the Parking Agreement..

 

SECTION 15.17. NO LIGHT, AIR OR VIEW EASEMENT. Any diminution or shutting off light, air or view by any structure which may be erected on the Property or lands adjacent to the Property shall in no way affect this Lease or impose any liability on Landlord (even if Landlord is the adjacent land owner).

 

SECTION 15.18 MODIFICATION OF AREA. As used herein, the following terms have the following, respective definitions:

 

 

 

 

 

 

 

If, following the date of this Lease, changes are made to the configurations of any leased premises, Common Areas, Service Corridors or Service Areas within the Building, and if any such changes cause the Building Rentable Area and/or the Premises Rentable Area to change, Landlord shall have the option (but no obligation), by written notice to Tenant, (1) to remeasure the Building using the BOMA Publication and amend the definitions in this Lease of Building Rentable Area and/or Premises Rentable Area as necessary to reflect the results of such remeasurement, and (2) to amend the Tenant's Share to equal the most current Premises Rentable Area divided by the most current Building Rentable Area, expressed in a percentage. Any such amendments shall be deemed effective upon the date the notice from Landlord is delivered to Tenant.

 

SECTION 15.19 SURVIVAL OF INDEMNITIES. Each indemnity agreement and hold harmless agreement contained herein shall survive the expiration or termination of this Lease.

 

SECTION 15.20 WAIVER OF JURY TRIAL. LANDLORD AND TENANT WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CONTRACT OR TORT CLAIM, COUNTERCLAIM, CROSS-COMPLAINT, OR CAUSE OF ACTION IN ANY ACTION, PROCEEDINGS, OR HEARING BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, OR TENANT'S USE OR OCCUPANCY OF THE PREMISES, INCLUDING WITHOUT LIMITATION ANY CLAIM OF INJURY OR DAMAGE OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY CURRENT OR FUTURE LAW, STATUTE, REGULATION, CODE, OR ORDINANCE.

 

SECTION 15.21 ENTIRE AGREEMENT. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease and no prior agreement, including without limitation any prior lease agreement between the Tenant and the Landlord, shall be effective for any purpose. The Tenant

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acknowledges and agrees that the Landlord has made no representations, covenants, warranties, guarantees, promises or agreements (verbal or otherwise) with the Tenant other than those contained in this Lease and that no agreement collateral hereto whether made before or after the date hereof will be binding upon the Landlord unless made in writing and signed by the Landlord. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest.

 

SECTION 15.22 PROHIBITED PERSONS AND TRANSACTIONS. Tenant represents and warrants to Landlord that Tenant is currently in compliance with and shall at all times during the Term (including any extension thereof) remain in compliance with the regulations of the OFAC of the Department of the Treasury (including those named on OFAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto.

 

 

SECTION 15.23 CONFIDENTIALITY. Tenant acknowledges that the terms and conditions of this Lease are to remain confidential for Landlord’s benefit, and may not be disclosed by Tenant to anyone, by any manner or means, directly or indirectly, without ▇▇▇▇▇▇▇▇’s prior written consent; provided however, Tenant may disclose the terms and conditions of this Lease if required by Law or court order, and Tenant may disclose the terms and conditions of this Lease to its attorneys, accountants, employees and existing or prospective financial partners, provided the same are advised by Tenant of the confidential nature of such terms and conditions prior to disclosure. Tenant shall be liable for any disclosures made in violation of this Section by Tenant or by any entity or individual to whom the terms of and conditions of this Lease were disclosed or made available by Tenant. The consent by Landlord to any disclosures shall not be deemed to be a waiver on the part of Landlord of any prohibition against any future disclosure.

 

SECTION 15.24 COUNTERPART EXECUTION. This Lease may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each party (i) has agreed to permit the use of Docusigned or emailed .pdf signatures in order to expedite the execution and delivery of the Lease; (ii) intends to be bound by its Docusigned or emailed .pdf signature; (iii) is aware that the other party will rely on the Docusigned or emailed .pdf signature; and (iv) acknowledges such reliance and waives any defences (other than fraud) to the enforcement of any document based on the fact that a signature was sent by ▇▇▇▇▇▇▇▇ or emailed .pdf..

 

 

 

[EXECUTION PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Lease as of the day first written above.

 

 

LANDLORD:

 

Stonebriar I Office Partners Ltd., a Texas limited partnership, by its general partner Stonebriar Partners, LLC, by its authorized manager Western Securities (USA) Limited

 

 

By: /s/▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇ ▇▇▇▇▇▇▇

Title: Vice President

 

 

 

TENANT:

 

▇▇▇▇▇▇▇▇ RESOURCES, INC., a Nevada corporation

 

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: President and Chief Financial Officer

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