Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 7, 2024

SOUTHLAND HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-41090	87-1783910
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

1100 Kubota Drive

Grapevine, TX 76051

(Address of Principal Executive Offices) (Zip Code)

(817) 293-4263

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	SLND	NYSE American LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	SLND WS	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 7, 2024, Southland Holdings, LLC (“Southland”), a subsidiary of Southland Holdings, Inc. (the “Company”), entered into a real estate purchase agreement (the “Purchase Agreement”) by and between Southland and Reksuh Acquisition, LLC (the “Initial Purchaser”) to sell and leaseback three properties (the “Properties”) as described in the Purchase Agreement (the “Sale Leaseback Transaction”). On June 6, 2024, pursuant to a first amendment to the Purchase Agreement (the “First Amendment”), Southland and the Initial Purchaser agreed to, among other things, a purchase price for the Properties to $42.5 million. On July 17, 2024, pursuant to a second amendment to the Purchase Agreement (as amended) (the “Second Amendment”), the Initial Purchaser assigned to GCP Southland, LLC (the “Purchaser”) all of the Initial Purchaser’s right, title, and interest in, to and under the Purchase Agreement (as amended). The transactions contemplated by the Purchase Agreement (as amended) closed on July 19, 2024. The Purchaser is majority owned and managed by Goldenrod Companies, LLC. The Company’s Chief Executive Officer, Frank Renda, and co-Chief Operating Officer, Rudy Renda, hold an indirect minority interest in the Purchaser.

The Properties are comprised of two locations in Texas and one in Pennsylvania. From the total proceeds of $42.5 million, approximately $24.7 million will be used for general corporate purposes, $16.0 million will go towards reducing debt, and the remainder will cover transaction-related expenses.

In connection with the closing of the transactions contemplated by the Purchase Agreement (as amended), the Company entered into absolute net lease agreements (“Lease Agreements”) with the Purchaser under which the Company will lease the Properties from the Purchaser. The aggregate first-year annual rent amount for the Properties is $3.8 million. The Lease Agreements have an initial term of 20 years with two options to renew for a period of five years each. The Lease Agreements also contain put rights, exercisable by the Purchaser, that would, in the aggregate, require the Company to purchase the Properties for $52.5 million on July 15, 2029 if exercised by the Purchaser. The put rights must be exercised by the Purchaser, if at all, on or before January 17, 2029. The obligations of the Company upon exercise of the put rights are personally guaranteed by the Company’s Chief Executive Officer, Frank Renda, and co-Chief Operating Officers, Tim Winn and Rudy Renda.

The foregoing summary of the Purchase Agreement, the First Amendment, the Second Amendment and the Lease Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, the First Amendment, the Second Amendment and the Lease Agreements, which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K above is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On July 23, 2024, the Company issued a press release announcing the Sale Leaseback Transaction. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The foregoing description of the press release is qualified in its entirety by reference to the attached exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Real Estate Purchase Agreement, by and between Southland Holdings, LLC and Reksuh Acquisition, LLC, dated May 7, 2024
10.2		First Amendment to Real Estate Purchase Agreement, by and between Southland Holdings, LLC and Reksuh Acquisition, LLC, dated June 6, 2024
10.3		Second Amendment and Assignment and Assumption of Real Estate Purchase Agreement, by and between Southland Holdings, LLC, Reksuh Acquisition, LLC, American Bridge Company and GCP Southland, LLC, dated July 17, 2024
10.4		Lease Agreement, by and between Southland Holdings, Inc. and GCP Southland, LLC, dated July 19, 2024
10.5		Lease Agreement, by and between Southland Holdings, Inc. and GCP Southland, LLC, dated July 19, 2024
10.6		Lease Agreement, by and between Southland Holdings, Inc. and GCP Southland, LLC, dated July 19, 2024
99.1		Press release of Southland Holdings, Inc. dated July 23, 2024

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 23, 2024	SOUTHLAND HOLDINGS, INC.

	By:	/s/ Frank S. Renda
		Name:	Frank S. Renda
		Title:	President and Chief Executive Officer

Exhibit 10.1

REAL ESTATE PURCHASE AGREEMENT

THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date (as hereinafter defined), by and between Reksuh Acquisition, LLC, a Nebraska limited liability company (“Purchaser”), and Southland Holdings, LLC, a Texas limited liability company and or its subsidiaries (“Seller”). The “Effective Date” of this Agreement shall be the date this Agreement is fully executed by the last of Purchaser and Seller to sign.

WITNESSETH:

WHEREAS, Seller is the fee simple owner of the following real property:

(i) 1100 Kubota Drive, Grapevine, Texas 76051, legally described on Exhibit “A-1” attached hereto (the “Grapevine Property”), containing approximately 6.68 acres of land (the “Grapevine Land”) and an approximately 41,500 square foot building (the “Grapevine Building”);

(ii) 3601 South Burleson Boulevard, Alvarado, Texas 76009, legally described on Exhibit “A-2” attached hereto (the “Alvarado Property”), containing approximately 53.2 acres of land (the “Alvarado Land”) and an approximately 54,000 square foot building (the “Alvarado Building”); and

(iii) 1000 American Bridge Way, Coraopolis, Pennsylvania 15108, legally described on Exhibit “A-3” attached hereto (the “Coraopolis Property”), containing approximately 31.47 acres of land (the “Coraopolis Land”), with five (5) buildings consisting of approximately 232,078 total square feet in the aggregate (collectively, the “Coraopolis Building”).

WHEREAS, the Grapevine Property, Alvarado Property and Coraopolis Property are hereinafter sometimes referred to collectively as the “Property”.

WHEREAS, the Grapevine Land, Alvarado Land and Coraopolis Land are hereinafter sometimes referred to collectively as the “Land”.

WHEREAS, the Grapevine Building, Alvarado Building and Coraopolis Building are hereinafter sometimes referred to collectively as the “Building”.

WHEREAS, Seller desires to sell and Purchaser desires to purchase the Property subject only to the Permitted Title Exceptions and on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, agreements, conditions and indemnities contained in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser agree as follows:

ARTICLE 1
PROPERTY

1.1 Sale and Purchase of Property. Subject to the terms and conditions of this Agreement, at Closing (as hereinafter defined), Seller shall sell and deliver possession to Purchaser and Purchaser shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the following described Property:

(i) Land. The Land, together with all rights, privileges, rights of way, easements and appurtenances pertaining thereto, including, without limitation, to the extent owned by Seller, all minerals, oil and gas on or under such Land, development rights, land use entitlements, air rights and water rights appurtenant thereto.

(ii) Improvements. The Building and all other structures and improvements on the Land, all mechanical systems, fixtures and equipment (including but not limited to compressors, engines, elevators and escalators); electrical systems, fixtures and equipment; heating, air-conditioning and ventilation fixtures, systems and equipment and plumbing fixtures, systems and equipment (collectively, the “Improvements”).

(iii) Plans and Studies. All site plans, surveys, soil and substrata studies, architectural renderings, plans and specifications, engineering plans and studies, floor plans, aerial or engineering photographs, landscape plans and other plans, diagrams or studies of any kind, if any, in Seller’s possession or control which relate to the Land, the Improvements.

(iv) Approvals. All transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely in respect of the Land or the Improvements which remain valid or in effect as of the Closing (collectively, the “Approvals”).

(v) Warranties and Guaranties. Assignable warranties and guaranties issued in connection with the Improvements, which remain in effect as of the Closing.

(vi) Miscellaneous. All other rights, privileges and appurtenances owned by Seller and in any way related to the properties described in this Article 1.

1.2 Excluded Property. The following is explicitly excluded from Property:

(i) Personal Property. All furniture, tangible personal property, machinery, apparatus, and equipment that is not physically attached to the Building in such a manner that removal would cause irreparable harm to the Building, if any, owned by Seller and currently used in the operation, repair and maintenance of the Land and the Improvements and situated thereon (collectively, the “Tenant’s Personal Property”).

ARTICLE 2
PURCHASE PRICE

2.1 Purchase Price. The purchase price for the Property shall be Forty-Five Million and No/100 Dollars ($45,000,000.00) (the “Purchase Price”) payable as follows. Prior to expiration of the Due Diligence Period, Purchaser shall provide written notice to Seller of its proposed allocation of the Purchase Price for each Property for Seller’s written approval, not to be unreasonably withheld, conditioned or delayed.

(a) Deposit. Within five (5) business days after the Effective Date, Purchaser shall deposit in escrow with Chicago Title (the “Title Company”) an earnest money deposit of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (such amount, together with the interest earned thereon, collectively referred to as the “Deposit”) to be held in an interest-bearing account, which amount shall be held by the Title Company, as escrow agent, subject to the terms of this Agreement. Purchaser shall be entitled to receive (or, at its election, credit against the Purchase Price) all interest accruing on the Deposit. Notwithstanding anything to the contrary contained herein, the sum of One Hundred and No/100 Dollars ($100.00) shall not be refundable from the Deposit at any time but shall be deemed delivered and paid to Seller upon full execution hereof as independent consideration for this Agreement, Seller’s performance hereunder, and Purchaser’s right to terminate as provided herein.

(b) Closing. At Closing, the Deposit shall be paid to Seller, and Purchaser shall pay the balance of the Purchase Price, subject to adjustment as provided herein, by delivery of immediately available and collectible funds, in cash, certified check or wire transfer of funds or delivery of other immediately available United States funds. Seller shall, at least three (3) days prior to the Closing Date, provide payment delivery or wire instructions to Purchaser and the Title Company.

ARTICLE 3
DUE DILIGENCE

3.1 Due Diligence Delivery. Seller shall, as soon as possible and not later than five (5) business days after the Effective Date: (i) deliver to Purchaser legible, accurate and complete copies of items listed in Exhibit “B,” which is attached hereto and incorporated herein (the “Due Diligence Deliverables”), and (ii) notify Purchaser of all documents, if any, which are non-existent or unavailable to Seller.

Failure of Seller to deliver any such documents (or a notice that any such documents are nonexistent or unavailable) within the requisite period of time shall result in an automatic extension of the Due Diligence Period equal to the number of days of Seller’s delay. Seller shall have an ongoing obligation to provide to Purchaser copies of any such additional documents which come into the possession or control or become available to Seller subsequent to the Effective Date within five (5) days of any such document, record or information becoming available to Seller.

3.2 Due Diligence Period. Purchaser shall have forty-five (45) days from the later of the Effective Date or the date in which Seller has delivered all Due Diligence Deliverables to Purchaser (the “Due Diligence Period”) to conduct all due diligence on the Property, including, but not limited to, the following due diligence, and determine, in its sole and absolute discretion, whether to proceed to Closing.

(a) Inspections. Seller hereby grants to Purchaser and its agents, employees, representatives and independent contractors the right to enter upon the Property for the purpose of making such surveys, soil tests, borings, percolation tests, inspections, examinations and studies as Purchaser deems necessary to evaluate and study the Property, all pursuant to the terms of this Section 3.2; provided, however, that Purchaser may not conduct any invasive environmental or similar testing on the Property (excluding a standard non-invasive Phase I environmental report) without Seller’s written consent in Seller’s sole discretion. Seller agrees that Purchaser shall have until the Closing Date during which to conduct all such tests, surveys, inspections, examinations and studies, provided that Purchaser’s right to terminate this Agreement based thereon shall be limited as provided in Section 3.3 below. Purchaser agrees to restore the Property to its original condition, to the extent practical, following such entry. Purchaser shall indemnify and hold Seller harmless from and against any and all (i) damage caused to the Property or any other property by Purchaser or its agents or contractors, (ii) loss, damage or injury to any person or property to the extent resulting directly or indirectly from any hazard or other condition created by Purchaser or its agents or contractors, (iii) any injury to Purchaser or any of its agents or contractors arising out of the exercise of Purchaser’s rights under this Agreement, and (iv) any expenses incurred by or for Purchaser, in connection with review, planning or other activities. Notwithstanding the foregoing, such indemnity shall not extend to: (i) a reduction in the value of the Property due to the discovery of hazardous materials or any other physical conditions or defects in the Property (the “Defects”), (ii) the cost of remedial measures with respect to hazardous materials or Defects, or (iii) Seller’s liability to third persons (including governmental entities) with respect to hazardous materials or Defects. Such indemnification provision and insurance provision shall survive any termination of this Agreement.

(b) Title and Survey.

(i) Title Commitment. Seller shall, at Seller’s sole cost and expense, within ten (10) days after the Effective Date, cause to be furnished to Purchaser, an ALTA commitment for an Extended Coverage Owner’s Policy of Title Insurance for each Property (collectively, the “Title Commitment”) issued through the Title Company, together with legible copies of all documents identified on the Title Commitment as exceptions to the title. The Title Commitment shall name Purchaser (or its assignee) as the party to be insured thereunder and commit to insure the Purchaser with indefeasible, good and marketable title in the full amount of the Purchase Price. The Title Commitment shall commit to issue the following endorsements as part of the Owner’s Policy of Title Insurance to the extent available: (i) an “extended coverage endorsement” insuring over the general exceptions contained customarily in such policies; (ii) an ALTA Zoning Endorsement 3.1 (or equivalent); (iii) Same-As Survey endorsement; (iv) Single Tax Parcel Endorsement, (v) Comprehensive Endorsement and (vi) Access Endorsement. Additional endorsements (which may take the form of affirmative insurance covering, for example, restrictive covenants, encroachments, etc.) may be required, depending upon the status of title as shown in the Title Commitment.

(ii) Survey. Purchaser may, at Purchaser’s sole option and expense, cause to be prepared a current ALTA/ACSM land title survey for each Property (collectively, the “Survey”) of the Land and Improvements, prepared by a Registered Public Surveyor and conforming to current ALTA/ACSM Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys and in all respects acceptable to Purchaser and to the Title Company.

(iii) Review of Title and Survey. Purchaser shall have until expiration of the Due Diligence Period in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment or the Survey. In the event, however, Seller is unable or unwilling to cure any objectionable matter within ten (10) days after the date of Purchaser’s notice, then Purchaser may, at Purchaser’s option, within ten (10) days after Seller’s cure period, either (i) terminate this Agreement, in which case Purchaser shall receive an immediate refund of the Deposit (less the independent consideration of $100.00, which shall be remitted to Seller), this Agreement shall automatically terminate effective as of such date, and the parties shall have no further rights or obligations hereunder, or (ii) waive such objections not cured and proceed with Closing. Any title encumbrances or exceptions which are set forth in the Title Commitment or the Survey and to which Purchaser does not object within the Due Diligence Period or that are accepted by Purchaser after expiration of Seller’s cure period shall be deemed to be “Permitted Title Exceptions” for purposes of this Agreement.

(i) Phase I. Purchaser may, at Purchaser’s sole cost and expense and within the Due Diligence Period, obtain a Phase I Environmental Site Assessment (“Phase I”) prepared by an independent environmental consulting firm engaged by Purchaser. In the event the Phase I shows any objectionable environmental conditions, as determined in Purchaser’s sole discretion, Purchaser may, at its option, order a Phase II Environmental Site Assessment or other inspections or test to determine the extent of the environmental conditions and any work required to remedy such conditions. If Purchaser determines, in its sole discretion, that the condition of the Property is unacceptable, Purchaser shall have the right to terminate this Agreement, in which case Purchaser shall receive an immediate refund of the Deposit (less the independent consideration of $100.00, which shall be remitted to Seller), this Agreement shall automatically terminate effective as of such date, and the parties shall have no further rights or obligations hereunder, except those that expressly survive such termination.

3.3 Termination. Notwithstanding anything herein to the contrary, Purchaser shall have the right to terminate this Agreement at any time, in its sole and absolute discretion and for any or no reason, during the Due Diligence Period. Purchaser shall give Seller written notice on or before expiration of the Due Diligence Period that Purchaser either (i) waives any right to terminate this Agreement pursuant to this Section 3.3, or (ii) exercises its termination right pursuant to this Section 3.3, in which case Purchaser shall receive an immediate refund of the Deposit (less the independent consideration of $100.00, which shall be remitted to Seller), this Agreement shall automatically terminate effective as of such date, and the parties shall have no further rights or obligations hereunder, except for those that expressly survive such Termination. If Purchaser fails to give Seller notice of its election on or before expiration of the Due Diligence Period, it shall be deemed to have elected to have waived its right to terminate pursuant to this Section3.3, and, except in the event of Seller default, the Deposit shall thereafter be deemed nonrefundable.

ARTICLE 4

CONDITIONS PRECEDENT TO PURCHASER’S OBLIGATION TO CLOSE

4.1 Conditions Precedent. Purchaser’s obligation to purchase the Property shall be subject to and contingent upon the following conditions precedent:

(a) Lease. Prior to the expiration of the Due Diligence Period, the Parties shall have mutually agreed upon the form of Lease of each Property from Purchaser, as Landlord, to Tenant (the “Lease”). The parties hereby agree to the following terms in the Lease:

(i)

Tenant/Guarantor.

The Seller shall be the Tenant or provide a full guaranty for each Lease

(ii)

Form of Lease.

Purchaser’s standard triple net lease form will be used as the base form for negotiating mutually acceptable terms and conditions of a Lease otherwise consistent with the terms in this Subsection 4.1(a)

(iii)

Lease Term.

Twenty (20) years

(iv)

Initial Base Rent.

$3,600,000 (to be allocated as reasonably approved by Seller and Purchaser

(v)

Rent Escalation.

2.50% annually

(vi)

Extension Option.

Two (2) five (5) year options to renew

(vii)

Right of First Offer.

Tenant shall have a one-time right of first offer prior to Landlord’s sale of the Property

(viii)

Property Condition:

Tenant shall accept the applicable Property in its current state and assumes all maintenance, repair and replacement obligations in connection therewith

(b) Inspection. Purchaser’s satisfactory inspection and approval, prior to expiration of the Due Diligence Period, of all physical, environmental, economic and legal matters relating to the Property.

(c) Approval of Documents. The receipt by Purchaser, and approval by Purchaser prior to the expiration of the Due Diligence Period, of the documents required to be delivered pursuant to Section 3.1 hereof.

(d) Title Insurance. The willingness of the Title Company to issue, on the Closing Date, upon the sole condition of the payment of an amount no greater than its regularly scheduled premium, its extended coverage owner’s policy of title insurance, insuring in the amount of the Purchase Price of the Property, that title to the Property is vested of record in Purchaser on the Closing Date, subject only to the Permitted Title Exceptions and any other exceptions acceptable to Purchaser.

(e) Adverse Conditions. There shall be no material adverse change in the condition of the Property or the Seller’s financials not caused by Purchaser between the time of Purchaser’s inspection of the Property during the Due Diligence Period and the Closing Date, including, but not limited to: (i) environmental contamination; (ii) access; (iii) the availability, adequacy and cost of or for all utilities serving the Property; (iv) any action in place or threatened which would restrict or prevent Purchaser’s intended use of the Property or (v) the financial strength of the Seller as the Tenant or Guarantor under each Lease.

(f) Representation. None of the representations and warranties of Seller set forth in Article 6 hereof shall be untrue or inaccurate in any material respect.

(g) Compliance. Seller shall not have failed to perform or comply with any of its agreements or obligations in a material manner and within the periods provided herein.

(h) Estoppel. At least five (5) days prior to Closing, Seller shall have delivered to Purchaser an Estoppel Certificate in a form mutually agreed upon by Seller and Purchaser (the “Estoppel Certificate”).

(i) SNDA. At least five (5) days prior to Closing, Seller shall have delivered to Purchaser a Subordination, Non-disturbance and Attornment Agreement in a form mutually agreed upon by Seller and Purchaser (the “SNDA”).

4.2 Failure of Conditions Precedent; Cancellation. If any of the foregoing conditions precedent are not satisfied within the required time period or waived in writing by Purchaser, Purchaser may, but shall not be obligated to, elect, at its option, by notice to Seller, either to: (i) terminate this Agreement, in which event the Deposit shall be returned to Purchaser, and the parties hereto shall have no further rights or obligations hereunder, except for those which expressly survive such termination; or (ii) close without regard to the failure of such condition. The foregoing election is not intended to be in derogation of, but shall be in addition to, Purchaser’s remedies for Seller’s default hereunder.

ARTICLE 5

CLOSING

5.1 Time and Place of Closing. The closing of the sale and purchase of the Property (the “Closing”) shall take place at the office of the Title Company on a date agreed to by the parties hereto, which date shall not be later than thirty (30) days after the end of the Due Diligence Period or five (5) days after satisfaction of the contingencies set forth in Section 4.1 above, whichever is later (the “Closing Date”). If, in calculating the outside date for Closing, the date shall, by reason of the provisions of this Agreement, fall on a Saturday, Sunday or holiday, then the outside date for Closing shall be the next succeeding business day.

5.2 Events of Closing

(a) Escrow Instructions. Seller and Purchaser agree to execute such additional and supplementary escrow instructions to enable the Title Company to comply with the terms of this Agreement, provided, however that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall prevail.

(b) Seller’s Obligations. At the Closing, Seller shall deliver to Purchaser the following:

(i) A Lease for each Property, duly executed by the Tenant and, if applicable, the Guarantor in the form mutually agreed upon prior to expiration of the Due Diligence Period.

(ii) A Special Warranty Deed for each Property in a mutually approved form, duly executed and acknowledged by Seller, conveying to Purchaser good and marketable title in fee simple to the Land and Improvements in defeasible fee simple free and clear of any lien, encumbrance or exception other than the Permitted Title Exceptions.

(iii) Bill of Sale for each Property in the form attached hereto as Exhibit “C”, duly executed and acknowledged by Seller, conveying to Purchaser any and all personal property physically attached to the Building (excluding, however, Tenant’s Personal Property), free and clear of any lien or encumbrance other than the Permitted Title Exceptions.

(iv) Assignment of all assignable warranties and guaranties and service contracts in connection with each Property by way of an Assignment and Assumption of Warranties, Guaranties and Service Contracts in the form attached hereto as Exhibit “D”.

(v) An Estoppel Certificate for each Lease, duly executed by the Tenant.

(vi) A SNDA for each Lease, duly executed by the Tenant.

(vii) An affidavit pursuant to the Foreign Investment and Real Property Tax Act in the form attached hereto as Exhibit “E”.

(viii) An affidavit acceptable to Purchaser and the Title Company stating that Seller has sole and exclusive possession of the Property and stating, among other things which may be reasonably required by Purchaser and Title Company to provide extended coverage, that all improvements, additions, alterations, repairs or any changes of any kind whatsoever made to the Property have been paid in full, together with such other documentation reasonably required by Purchaser or Title Company.

(ix) An original of a closing statement setting forth the Purchase Price and the closing adjustments (the “Closing Statement”) in form reasonably satisfactory to Purchaser and Seller.

(x) All books and records with respect to the Property located at the Property or held by or for the account of Seller, including, without limitation, plans and specifications and lease applications, as available.

(xi) Evidence of payment to the Broker.

(xii) Possession of the Property to Purchaser vacant and free of any right of possession or claim to right of possession by any party (subject only to the Lease for the Property) and all keys to the Property.

(i) The Purchase Price after crediting the Deposit and Closing adjustments as may be provided for herein.

(ii) Such evidence of authority and capacity of Purchaser and its representatives as Seller or the Title Company may reasonably require.

(iii) The Lease for each Property duly executed by Purchaser in the form mutually agreed upon prior to expiration of the Due Diligence Period.

(iv) The SNDA for each Property duly executed by Purchaser in the form mutually agreed upon by the parties.

(v) An original of a closing statement setting forth the Purchase Price and the closing adjustments (the “Closing Statement”) in form reasonably satisfactory to Purchaser and Seller.

(vi) Deliver to Seller all other Purchaser documents necessary to close this transaction in accordance with the terms of this Agreement.

5.3 Closing Expenses. Seller shall pay on or before Closing (i) the premium for the Owner’s Policy of Title Insurance for each Property, (ii) one-half (1/2) of the escrow fees charged by the Title Company, (iii) any transfer fees, taxes or stamps, sales taxes, documentary stamp tax, (iv) the cost of preparation of the deeds, (v) all recording costs in connection with the conveyance documents, (vi) recording costs associated with the release of any liens or encumbrances against the Property, and (vii) all other expenses stipulated to be paid by Seller under other provisions of this Agreement. Purchaser shall pay (i) all charges for endorsements to the Owner’s Policies of Title Insurance, (ii) one-half (1/2) of the escrow fees charged by the Title Company, (iii) the cost of all if Purchaser’s due diligence, and (iv) all other expenses stipulated to be paid by Purchaser under other provisions of this Agreement. Except as otherwise provided in this Section, all other expenses hereunder shall be paid by the party incurring such expenses. The parties hereby acknowledge that Seller or an affiliate of Seller shall become the Tenant under each Lease and, pursuant to the terms of the Lease shall remain solely responsible for the payment of all real estate and personal property taxes and assessments, utility bills and other operations costs. Accordingly, there shall be no proration of such expenses on the Closing Date.

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF SELLER

6.1 Representations and Warranties of Seller. Seller represents and warrants to Purchaser as of the date hereof and as of the Closing Date that:

(a) Seller is duly organized, validly existing and in good standing under the laws of the State of Texas.

(b) Seller has the power to acquire, own, and dispose of the Property and to engage in the transactions contemplated in this Agreement.

(c) This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms. The execution of this Agreement by Seller will not result in a breach of, violate any term or provision of, or constitute a default under, any certificate of formation, operating agreement, indenture, deed to secure debt, deed of trust, mortgage, lease or other document by which Seller is bound.

(d) Seller has good, valid and marketable title to the Property, free and clear of all liens except the Permitted Title Exceptions. There are no outstanding options or rights of first refusal to purchase the Property, or any portion thereof or interest therein.

(e) There is no pending or, to the knowledge of Seller, threatened condemnation or similar proceeding, lawsuit or administrative action affecting the Property or any portion thereof or other matters affecting adversely the current use, occupancy, value or marketability of or title to the Property, and Seller has not received any written notice, and has no knowledge, that any such proceeding is contemplated.

(f) There are no contracts of employment, management, maintenance, supply or rental outstanding which affect any portion of the Property or its operation which will be in effect after the date of Closing.

(g) Each Tenant shall assume all obligations under the existing service contracts that will survive Closing and shall indemnify Landlord in connection with all obligations in connection therewith.

(h) There are no labor disputes, organizational campaigns or union contracts existing or under negotiation as of the date hereof with respect to the Property or the operation thereof; there are no employees presently engaged in the operation or maintenance of the Property for whom Purchaser will be responsible after Closing unless Purchaser hires them directly.

(i) To Seller’s knowledge, there are no violations of any federal, state, county or municipal law, ordinance, order, regulation or requirement, affecting any portion of the Land, the Improvements or the Personal Property, and no written notice of any such violation has been issued by any governmental authority.

(j) No work has been performed or is in progress by Seller at and no materials have been furnished to the Land or Improvements or any portion thereof, which might give rise to mechanic’s, materialman’s or other liens against the Land, Improvements or Personal Property or any portion thereof.

(k) To Seller’s knowledge, hazardous materials are not present in any form in, on or about the Property. The Property has never been the site of any activity which would violate any past or present law or regulation of any federal, state or local governmental body or agency, including all Environmental Laws. No part of the Property presently, or at any time in the past has been used as a dump or other waste disposal site. No notice, notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no penalty has been assessed and no investigation, action, claim, suit, proceeding or review is pending, or, to the knowledge of Seller, threatened with respect to any matters relating to the Seller or the Property and relating to or arising out of any Environmental Laws.

(l) Seller is not a foreign person selling property as described in the Foreign Investment in Real Property Tax Act (“FIRPTA”) and agrees to deliver an affidavit at Closing reflecting that Seller is not such a foreign person and provide Seller’s tax identification number (the “Tax Affidavit”).

(m) The Property is currently covered by fire and extended coverage insurance for the full replacement value of the Property.

(n) All ad valorem taxes, occupancy taxes, sales taxes, use taxes, employment, withholding and unemployment taxes and all other taxes, excises and assessment, and all of the bills, costs, expenses and other liabilities whatsoever attributable to the Property or to its ownership, operation or maintenance (including without limitation, all obligations for salaries, wages, earned vacation pay, inventory and supplies, services, maintenance and repair, signed rental, telephone rental, other equipment rental, if any, utilities, and all other expenses related to the ownership, maintenance or operation of the Property) accrued or assessable to the date hereof have been paid in full, or if not yet due and payable, then all unpaid amounts accrued or assessable be paid as of the date of the Closing hereunder; and in the case of any such taxes, excises and other assessments, all returns for periods through the date hereof have been or will be filed before the same become delinquent; and Seller agrees to indemnify and hold harmless Purchaser from and against each of the matters described in this subsection and all costs, expenses and liabilities incident thereto.

(o) To the best of Seller’s knowledge, all information given to Purchaser by or on behalf of Seller and pertaining to the Property or the operations thereon is true and correct in all respects, and fully and accurately depicts the matters set forth therein; further, neither Seller, nor any stockholder or general partner of Seller nor any of their respective directors, officers or employees knows of any facts, conditions or other information which have not been disclosed fully to Purchaser and which could reasonably be expected to have a material bearing or effect upon Purchaser’s decision to enter into the Agreement and Purchaser’s decision to consummate the transactions contemplated hereby.

(p) There are no real estate brokers or agents known to Seller to be involved in the procurement of this Agreement except Goldenrod Services, Inc. Seller shall be responsible for payment of commissions to the Broker at the Closing pursuant to a separate agreement.

Seller hereby indemnifies and defends Purchaser and holds Purchaser harmless from the following and against any and all claims, actions, loss, cost, damage and expense (including reasonable attorney’s fees) arising out of, resulting from, relating to, in the nature of or caused by the inaccuracy or beach by Seller of any of the representations, warranties and covenants contained in this Agreement. All of Seller’s warranties and representations shall survive Closing.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF PURCHASER

7.1 Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller as to its entity as of the date hereof and as of the Closing Date that:

(a) Purchaser is duly organized, validly existing and in good standing under the laws of the State of Nebraska.

(b) This Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable in accordance with its terms. The execution of this Agreement by Purchaser will not result in a breach of, violate any term or provision of, or constitute a default under, any certificate of organization, operating agreement, indenture, deed to secure debt, deed of trust, mortgage, lease or other document by which Purchaser is bound.

(c) There are no real estate brokers or agents known to Purchaser to be involved in the procurement of this Agreement except Goldenrod Services, Inc., and no other real estate commission or compensation shall be payable by Purchaser with respect to the procurement and execution of this Agreement or the sale of the Property contemplated hereby.

Purchaser hereby indemnifies and defends Seller and holds Seller harmless from the following and against any and all claims, actions, loss, cost, damage and expense (including reasonable attorney’s fees) arising out of, resulting from, relating to, in the nature of or caused by the inaccuracy or beach by Purchaser of any of the representations, warranties and covenants contained in this Agreement. All of Purchaser’s warranties and representations shall survive Closing.

ARTICLE 8

OPERATIONS

Seller covenants and agrees as follows with respect to the period between the date of this Agreement and Closing:

8.1 Conduct of the Business. Prior to Closing, Seller shall continue to operate the business on the Property in the ordinary course, consistent with past practice. The Property (including the Improvements and any personal property located thereon) shall be repaired and maintained in a reasonable, professional and prudent manner, and kept broom clean and in reasonably good condition at all times, with all lights and systems in working order. Without expense to Purchaser, all repairs and replacements, structural and non-structural, ordinary and extraordinary, shall be made which are required to maintain the Property in its present condition, reasonable wear and tear excepted.

8.2 Access to Information. Seller shall continue to furnish to Purchaser: (i) all documents, records and information concerning the Property as Purchaser may reasonably request; and (ii) access to Seller’s personnel and properties as Purchaser may reasonably request. The furnishing of such documents, records or information by Seller to Purchaser or any investigation by Purchaser shall not affect Purchaser’s right to rely on any representation, warranty or covenant made in this Agreement or in any statement, certificate, instrument or other document or item furnished or delivered by Seller under this Agreement.

8.3 Notice of Developments. Seller shall give prompt notice to Purchaser of any development, event or occurrence that has caused or could reasonably be expected to cause, an adverse effect to the Land, Improvements or the Leases or be a misrepresentation, breach of warranty or breach of covenant pursuant to this Agreement.

ARTICLE 9

CONDEMNATION/CASUALTY

If, prior to Closing, either (i) a portion of the net rentable area of the Building is rendered completely untenantable due to casualty or permanently taken under the power of eminent domain; or (ii) any access to the Property is destroyed due to casualty or permanently taken under the power of eminent domain, Purchaser may elect to terminate this Agreement by giving written notice to Seller of its election to terminate this Agreement (the “Termination Notice”) within fourteen (14) days after receiving notice of such destruction or permanent taking. If Purchaser does not provide such written Termination Notice within such fourteen (14) day period, this transaction shall be consummated on the date of Closing and at the full Purchase Price provided for in Article 2, and Seller shall assign to Purchaser the physical damage proceeds of any insurance policy(ies) payable to Seller, or Seller’s portion of any condemnation award, in both cases, up to the amount of the Purchase Price, and, if an insured casualty, pay to Purchaser the amount of any deductible but not to exceed the amount of the loss. If Purchaser elects to terminate this Agreement pursuant to this Article 9, Seller shall promptly direct the Title Company to return the Deposit to Purchaser (less the independent consideration of $100.00, which shall be remitted to Seller). Upon termination, the parties hereto shall have no further rights or obligations hereunder, except for those which expressly survive such termination according to this Agreement.

ARTICLE 10

DEFAULT

In the event the purchase and sale is not consummated because of the inability, failure or refusal, for whatever reason whatsoever, by Seller to convey the Property in accordance with the terms and conditions provided herein, or because of other fault of Seller or reason provided herein for Purchaser’s not consummating this transaction, the Deposit paid in connection with this Agreement shall be returned by the Title Company to Purchaser (less the independent consideration of $100.00 which shall be remitted to Seller), without prejudice to any other legal or equitable right or remedy of Purchaser against Seller including, but not limited to, specific performance. In the event the purchase and sale are not consummated because of the default of Purchaser, then the Title Company shall deliver the Deposit paid hereunder to Seller as its sole and exclusive remedy, and as full, complete, and final liquidated damages. Seller and Purchaser hereby agree that it would be impossible to ascertain the damages accruing to Seller as a result of a default by Purchaser under this Agreement. The payment of said liquidated damages, therefore, shall constitute Seller’s sole and exclusive remedy against Purchaser and shall be in lieu of the exercise by Seller of any other legal or equitable right or remedy which Seller may have against Purchaser as a result of Purchaser’s default.

ARTICLE 11

MISCELLANEOUS

11.1 Confidentiality. Seller and Purchaser agree to at all times maintain the confidentiality as to the existence of, and the terms and conditions of, this Agreement, except such disclosures to attorneys, accountants, consultants, lenders and others as are reasonably required in order to consummate the transactions contemplated hereunder (provided that Seller or Purchaser who makes such disclosure to such persons advises such persons of the confidentiality requirements contained herein and directs such persons to comply with the same), or otherwise required by governmental authority or a court with appropriate jurisdiction. No press release or other media communication shall be issued relating to the transactions without the prior written approval of Purchaser and Seller.

11.2 Notices. All notices, consents, requests, instructions, approvals, demands and other communications under this Agreement shall be in writing and deemed duly given, if delivered: (i) personally by hand or by a nationally recognized overnight courier service, when delivered at the address specified in this Section 11.2; (ii) by United States certified or registered first class mail when delivered at the address specified in this Section 11.2 on the date appearing on the return receipt therefor; or (iii) by electronic mail when such electronic mail is transmitted to the electronic mail address specified in this Section 11.2.

Addresses and electronic mail addresses for purposes of this Section 11.2 are set forth below:

	If to Seller:	Southland Holdings, LLC
		1100 Kubota Drive
		Grapevine, Texas 76051
		Attn:



	With a copy to:

	If to Purchaser:	Reksuh Acquisition, LLC
		14606 Branch Street, Suite 100
		Omaha, Nebraska 68154
		Attn: Zachary A. Wiegert
		zwiegert@goldenrodcompanies.com
		(402) 991-6925

	With a copy to:	Goldenrod Companies, LLC
		14606 Branch Street, Suite 100
		Omaha, Nebraska 68154
		Attn: Kendra Ringenberg, General Counsel
		kringenberg@goldenrodcompanies.com
		(402) 215-9950

	If to Title Company:	Chicago Title
		3100 Monticello, Suite 800
		Dallas, Texas 75205
		Attn: Kyle Denbow
		kyle.denbow@ctt.com
		(214) 448-8218

11.3 Time is of the Essence. Time is of the essence of this Agreement.

11.4 Entire Agreement. This Agreement, including the initial paragraph and the recitals to this Agreement and all Exhibits attached to this Agreement, each of which are made a part of this Agreement by this reference, constitutes the entire understanding of the parties, supersedes any prior agreements or understandings, written or oral, between the parties with respect to the subject matter of this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by Seller and Purchaser.

11.5 Succession and Assignment. This Agreement shall be binding upon, and inure to the benefit of, the parties and their representatives, successors and permitted assigns. Neither party shall assign this Agreement or any of the rights, interests or obligations hereunder without the prior written approval of the other party; provided, however, that Purchaser may assign any or all of its rights, interests or obligations under this Agreement to one or more of its affiliates or to a newly formed entity under common control with the Purchaser.

11.6 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas.

11.7 Counterparts; Exchange by Electronic Transmission. This Agreement may be executed in two (2) or more counterparts, and by electronic transmissions, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

11.8 Captions. All captions, headings, section and subsection numbers and letters are solely for reference purposes and shall not be deemed to be supplementing, limiting, or otherwise varying the text of this Agreement.

11.9 Severability. The invalidity or enforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

11.10 Section 1031 Exchange. Either Seller or Purchaser, through the use of a qualified intermediary, may transfer or acquire the Property, or a portion of interest therein, through a tax free exchange, deferred exchange or reverse exchange of real property pursuant to Section 1031 of the Internal Revenue Code; provided, however, (i) in no event shall any such exchange, or the exchanging party’s inability to complete any such exchange, impair or otherwise affect the Closing; (ii) the non-exchanging party shall have no obligation or liability to the exchanging party or any other person or entity in any respect for any matters in connection with any such exchange other than payment of the purchase price in exchange for the conveyance to Purchaser fee simple title to the Property by deed subject only to those matters permitted under this Agreement; and (iii) the exchanging party shall indemnify and hold the non-exchanging party harmless from and against any claims, actions, liability and expense in connection with each such exchange.

11.11 Recordation. Purchaser and Seller agree not to record this Agreement or any memorandum hereof.

11.12 Waiver. No waiver of any breach of any agreement or provision contained herein shall be deemed a waiver of any preceding or succeeding breach of any other agreement or provision herein contained. No extension of time for the performance of any obligation or act shall be deemed an extension of time for the performance of any other obligation or act.

11.13 No Shop. From and after the Effective Date and continuing through the Closing Date (or, if the Closing does not occur hereunder, through the date on which this Agreement terminates), Seller shall not (and shall not permit any of its affiliates to) market or offer for sale the Property or any interests in Seller, or deal or negotiate with, or accept offers or back-up offers from, any Persons for the purchase of the Property or any interests in Seller.

[Remainder of Page Intentionally Left Blank. Signature Page to Follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the later of the dates set forth below.

	SELLER:

	Southland Holdings, LLC,
	a Texas limited liability company

	By:

	Name:

	Title:

	Date:

	PURCHASER:

	Reksuh Acquisition, LLC, a Nebraska limited liability company

	By:	Goldenrod Club, LLC,
		a Nebraska limited liability company, Sole Member

By:

Goldenrod Companies, LLC,

a Nebraska limited liability company,

Sole Member

	By:
	Name:	Zachary A. Wiegert
	Title:	Manager

	Date:

EXHIBITS

Exhibit “A-1”		Grapevine Property Legal Description

Exhibit “A-2”		Alvarado Property Legal Description

Exhibit “A-3”		Coraopolis Property Legal Description

Exhibit “B”		Due Diligence Deliverables

Exhibit “C”		Bill of Sale

Exhibit “D”		Assignment and Assumption of Warranties, Guaranties and Service Contracts

Exhibit “E”		FIRPTA

EXHIBIT “A-1”

GRAPEVINE PROPERTY LEGAL DESCRIPTION

EXHIBIT “A-2”

ALVARADO PROPERTY LEGAL DESCRIPTION

EXHIBIT “A-3”

CORAOPOLIS PROPERTY LEGAL DESCRIPTION

eXHIBIT “b”

DUE dILIGENCE Documents

REAL ESTATE - EXISTING

Existing ALTA Survey

Existing title report/owner’s title insurance policy with all exceptions to title

Land and Ground Leases (if applicable)

Any Parking Agreements

Existing Appraisal

All existing Environmental Reports

Existing Property Condition Survey

Flood plain Information

Wetlands Information

Municipal development agreements, relating to storm water service, fire systems, traffic islands and similar matters.

GeoTech / Soil Report, Spoil Compaction Report and Well Water Report

Any easement and/or use agreements and such other information as the Purchaser may deem necessary.

INSURANCE POLICIES AND/OR CERTIFICATES

Property – All Risk

Flood, Earthquake and Hurricane

Liability – public and comprehensive (general, professional and workers’ compensation) Limits: $1M/$3M

Business Interruption / Rental Income (12 months)

Workers’ Compensation – include cost of policy, name of insurance company and 4 years of loss run reports

Outstanding Workers’ Compensation Claims (past 2 years)

Insurance Claim History (past 3 years)

TAXES

Real Property Tax Bill and Assessments (current and past 3 years)

Personal Property Tax Bill

Most recent tax protest (if applicable, including appraisal/valuation documents)

Sale and Use Tax Permit

Most rent tax audit

Evidence of outstanding special assessments

BUILDING AND ENGINEERING

Certificates of Occupancy

As-Built Site Plans, Construction Reports or Specifications, CAD drawings and REVIT drawings

Floor Plan / Interior Renderings / Unit Renderings

Re-measurement studies

Evidence of current Zoning

Utility letters addressing availability of utilities to the property

Engineering reports (including facade reports)

CURRENT WARRANTIES

Historical and updated PCA

Roof

HVAC

Radon Inspection

Termite

Elevator

Building, structure and envelope

LEGAL AND REGULATORY COMPLIANCE

Litigation, regulatory complaints and other claims occurring, pending or threatened during last 3 years and reserves accrued for such items (inclusive to closing date)

Boiler Certificates

Elevator Certificates

Business License

Fire Inspection Report

OPERATIONS

Three (3) full year of historical income and expense financial statements for Tenant and Guarantor and such other financial information as may be reasonably requested in connection with the Tenant and Guarantor.

Property website and related information

Schedule of any personal property

Service / Vendor Contracts

Utility Bills (trailing 12 months)

Schedule of Suppliers

Maintenance Records for past three (3) years

Schedule of Preventive Maintenance

Current Maintenance Issues

Deferred Maintenance Budget

Existing Capital Improvement Plan

Significant work-in-progress

Emergency Management Plan (disaster recovery)

EXHIBIT “C”

BILL OF SALE

THIS BILL OF SALE (this “Bill of Sale”) is made as of the Effective Date (as hereinafter defined) by Southland Holdings, LLC, a Texas limited liability company (“Seller”), in favor of __________________________, a Nebraska limited liability company (“Purchaser”), with reference to the facts set forth below. The “Effective Date” shall be the last date upon which the last of Seller and Purchaser have executed this Bill of Sale.

RECITALS

WHEREAS, concurrently with the delivery of this Bill of Sale, Purchaser has acquired title from Seller to that certain real property, and any improvements situated thereon owned by Seller, commonly referred to as [insert Property Information], as more particularly described on Exhibit “A” attached hereto and by this reference incorporated herein, together with all improvements, buildings and structures situated thereon and therein, all as defined as the “Property” in and pursuant to the terms and provisions of that certain Real Estate Purchase Agreement dated as of April ___, 2024 (the “Purchase Agreement”); and

WHEREAS, in connection with the conveyance of the Property from Seller to Purchaser, Seller agrees to sell, assign, convey, transfer and deliver to Purchaser the tangible personal property owned by Seller and physically attached to the Building (the “Personal Property”); provided, however, the Personal Property shall expressly exclude the Tenant’s Personal Property.

NOW, THEREFORE, in consideration of the recitals set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as set forth below:

1. Conveyance. Seller hereby transfers to Purchaser and its successors and assigns, all of Seller’s right, title and interest in and to the Personal Property without recourse to Seller and without representation or warranty, except as specifically set forth in this Bill of Sale.

2. Seller’s Warranties. Seller warrants that Seller is the owner of the Personal Property, that the Personal Property is free from all liens and encumbrances and that Seller has the right to sell and convey the Personal Property to Purchaser.

3. Successors and Assigns. This Bill of Sale shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns.

4. Authority. Seller hereby warrants and represents that it has the full legal power, authority and right to execute, deliver and perform the obligations under this Bill of Sale, that this Bill of Sale has been duly authorized by all requisite actions on the part of Seller, and that no remaining action or third-party action is required to make this Bill of Sale binding upon Seller.

5. Further Assurances. Seller agrees and covenants, from time to time on or after the date hereof, upon the reasonable request of Purchaser, to execute and deliver to Purchaser such further documents or instruments of assignment, conveyance, transfer and confirmation and to take such action as may be necessary in order to more effectively transfer the Personal Property conveyed, and vest and confirm title to such Personal Property to Purchaser.

6. Governing Law. This Bill of Sale shall be construed and enforced in accordance with the laws of the State in which the Property is located.

7. Counterparts. This Bill of Sale may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

[Remainder of Page Intentionally Left Blank. Signature Page to Follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be duly executed as of the day and year set forth above.

	SELLER:

	Southland Holdings, LLC,
	a Texas limited liability company

	By:
	Name:
	Title:

	Date:

	PURCHASER:


	a Nebraska limited liability company

	By:
	Name:
	Title:

	Date:

EXHIBIT “D”

ASSIGNMENT OF WARRANTIES, GUARANTIES AND SERVICE CONTRACTS

THIS ASSIGNMENT OF WARRANTIES, GUARANTIES AND SERVICE CONTRACTS (this “Assignment”) is made and entered into as of the Effective Date (as hereinafter defined), by Southland Holdings, LLC, a Texas limited liability company (“Assignor”), and ________________________________, a Nebraska limited liability company (“Assignee”). The “Effective Date” shall be the last date upon which the last of Assignor and Assignee have executed this Assignment.

RECITALS

WHEREAS, concurrently with the delivery of this Assignment, the Assignor has sold, conveyed, assigned and transferred to Assignee that certain real property commonly referred to as [insert property information], as more particularly described on Exhibit “A” attached hereto and by this reference incorporated herein, together with all improvements, buildings and structures situated thereon and therein, all as defined as the “Property” in and pursuant to the terms and provisions of that certain Real Estate Purchase Agreement dated as of April ____, 2024 (the “Purchase Agreement”).

WHEREAS, in connection with the closing the transaction pursuant to the Purchase Agreement, Assignor desires to sell and assign to Assignee all warranties and guaranties with respect to the improvements located on the Property, and certain service contracts with respect to the Property.

NOW, THEREFORE, in consideration of the recitals set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as set forth below:

1. Assignment and Assumption. Assignor hereby assigns, conveys and sets over unto Assignee, and Assignee hereby accepts, all of Assignor’s rights under and with respect to the warranties and guaranties with respect to the improvements on the Property, if any (collectively, the “Warranties”). Assignor further assigns to Assignee all Assignor’s right, title and interest in the service contracts entered into by Assignor with respect to the Property, which service contracts are listed on Exhibit “B” attached hereto (collectively, the “Service Contracts”). Assignee hereby accepts the assignment of the Warranties and Service Contracts and agrees to assume the obligations of Assignor under the Service Contracts to the extent accruing after the date of this Assignment. Assignor will reasonably cooperate with Assignee to secure performance by any warrantor for any work which the Assignee reasonably believes should be performed by any warrantor pursuant to such guaranties or warranties.

2. Indemnification. Assignor hereby agrees to indemnify and hold Assignee harmless from and against any and all liabilities (including, without limitation, court costs and reasonable attorneys’ fees) which Assignee may incur as a result of any liabilities in connection with the Warranties and Service Contracts arising prior to the date hereof. Assignee hereby agrees to indemnify and hold Assignor harmless from and against any and all liabilities (including, without limitation, court costs and reasonable attorneys’ fees) which Assignor may incur as a result of any liabilities in connection with the Warranties and Service Contracts arising from and after the date hereof.

3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and permitted assigns.

4. Authority. Assignor hereby warrants and represents that it has the full legal power, authority and right to execute, deliver and perform the obligations under this Assignment, that this Assignment has been duly authorized by all requisite actions on the part of Assignor, and that no remaining action or third-party action is required to make this Assignment binding upon Assignor.

5. Further Assurances. Assignor agrees and covenants, from time to time on or after the date hereof, upon the reasonable request of Assignee, to execute and deliver to Assignee such further documents or instruments of assignment, conveyance, transfer and confirmation and to take such action as may be necessary in order to more effectively transfer the Warranties and Service Contracts conveyed hereby to Assignee.

6. Governing Law. This Assignment shall be construed and enforced in accordance with the laws of the State in which the Property is located.

7. Counterparts. This Assignment may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

[Remainder of Page Intentionally Left Blank. Signature Page to Follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the day and year set forth above.

	ASSIGNOR:

	Southland Holdings, LLC,
	a Texas limited liability company

	By:
	Name:
	Title:

	Date:

	ASSIGNEE:


	a Nebraska limited liability company

	By:
	Name:
	Title:

	Date:

EXHIBIT “E”

CERTIFICATE OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code of 1986 (the “Code’’) provides that a purchaser of a U.S. real property interest must withhold tax if the seller is a foreign person. To inform __________________, a Nebraska limited liability company (“Purchaser”), that withholding of tax is not required upon the disposition of a U.S. real property interest by Southland Holdings, LLC, a Texas limited liability company (“Seller”), the undersigned hereby certifies the following on behalf of Seller:

Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and Income Tax Regulations);

Seller’s U.S. employer Identification number is: ______________;

Seller’s office address is: ___________________________; and

Seller understands this certification may be disclosed to the Internal Revenue Service by the Seller and that any false statement contained herein could be punished by fine, imprisonment or both.

Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete. I further declare that I have the authority to sign this document on behalf of the Seller.

Dated: _________, 2024.

	Southland Holdings, LLC,
	a Texas limited liability company, Seller

	By:
	Name:
	Title:

Exhibit 10.2

FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the Effective Date (as hereinafter defined), by and between Reksuh Acquisition, LLC, a Nebraska limited liability company (“Purchaser”), and Southland Holdings, LLC, a Texas limited liability company and or its subsidiaries (“Seller”). The “Effective Date” of this Amendment shall be the date this Amendment is fully executed by the last of Purchaser and Seller to sign.

WITNESSETH:

WHEREAS, Seller and Purchaser are parties to that certain Real Estate Purchase Agreement, dated as of May 7, 2024 (the “Purchase Agreement”), with respect to that certain real property referred to in the Purchase Agreement as the Grapevine Property, Alvarado Property and Coraopolis Property, all as more particularly described in the Purchase Agreement.

WHEREAS, Seller and Purchaser desire to amend the Purchase Agreement upon the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, agreements, conditions and indemnities contained in this Amendment, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser agree as follows:

1. Capitalized Terms. All capitalized terms as used herein shall have the same meaning set forth in the Purchase Agreement, except as otherwise specifically provided herein.

2. Purchase Price. The Purchase Price (as defined in Section 2.1 of the Purchase Agreement) is hereby reduced to Forty-Two Million Five Hundred Thousand and No/100 Dollars ($42,500,000.00).

3. Initial Base Rent. The Initial Base Rent (as defined in Section 4.1(a)(iv) of the Purchase Agreement) is hereby increased to $3,780,000.

4. Put Right. The following is hereby added as Section 4.1(a)(ix) of the Purchase Agreement:

“Landlord’s Put Right. Landlord shall have the option to require that the Tenant purchase all of the Property from Landlord on the last day of the fifth (5th) Lease Year (“Put Closing Date”) upon the terms and conditions set forth herein (the “Put Right”). Landlord may exercise its Put Right by providing written notice to Tenant at least one hundred eighty (180) days prior to the Put Closing Date. Failure to timely exercise such Put Right shall be deemed a waiver of the Put Right. In the event Landlord exercises the Put Right, Tenant shall close on the acquisition of the Property no later than the Put Closing Date and shall pay a purchase price of $52,513,000.00 (the “Put Purchase Price”). The terms of the purchase shall be generally consistent with the terms of this Agreement as further outlined in the Lease.”

5. Due Diligence Period. The parties agree the Due Diligence Period will commence as of the Effective Date of this Amendment and will expire in forty-five (45) days.

6. Closing Date. The parties further agree the Closing Date shall not be later than thirty (30) days after the expiration of the Due Diligence Period or five (5) days after the satisfaction of the contingencies set forth in Section 4.1 of the Purchase Agreement, whichever is later.

7. Miscellaneous.

A. Except as specifically amended pursuant to the terms of this Amendment, the terms and conditions of the Purchase Agreement shall remain unmodified and in full force and effect. In the event of any inconsistencies between the terms of this Amendment and any terms of the Purchase Agreement, the terms of this Amendment shall govern and prevail.

B. This Amendment contains the entire agreement between the parties relating to the subject matters contained herein. Any prior representations or statements concerning the subject matters herein shall be of no force or effect. This Amendment shall be construed as a whole and in accordance with its fair meaning. Headings are for convenience only and shall not be used in construing meaning.

C. This Amendment may be executed in two (2) or more counterparts, and by electronic transmissions, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank. Signature Page to Follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the later of the dates set forth below.

	SELLER:

	Southland Holdings, LLC, a Texas limited liability company

	By:

	Name:

	Title:

	Date:

	PURCHASER:

	Reksuh Acquisition, LLC, a Nebraska limited liability company

	By:	Goldenrod Club, LLC, a Nebraska limited liability company, Sole Member

By:

Goldenrod Companies, LLC,

a Nebraska limited liability company,

Sole Member

	By:
	Name:	Zachary A. Wiegert
	Title:	Manager

	Date:

Exhibit 10.3

SECOND AMENDMENT AND ASSIGNMENT AND ASSUMPTION
OF
REAL ESTATE PURCHASE AGREEMENT

(ALVARADO PROPERTY)

THIS SECOND AMENDMENT AND ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AGREEMENT (this “Amendment and Assignment”) is made and entered into as of July 17, 2024 (the “Effective Date”), by and among Southland Holdings, LLC, Texas limited liability company (“Seller/Assignor”), Southland RE Properties, LLC, a Texas limited liability company (“Southland Assignee”), Reksuh Acquisition, LLC, a Nebraska limited liability company (“Reksuh Assignor”), and GCP Southland, LLC, a Nebraska limited liability company (“GCP Assignee”).

RECITALS:

WHEREAS, Reksuh Assignor (as Purchaser) and Seller/Assignor are parties to that certain Real Estate Purchase Agreement dated as of May 7, 2024, as amended by that certain First Amendment to Real Estate Purchase Agreement dated as of June 6, 2024 (collectively, the “Purchase Agreement”), with respect to that certain real property referred to in the Purchase Agreement as the Alvarado Property, all as more particularly described in the Purchase Agreement.

WHEREAS, the Purchase Agreement also includes real property located in Grapevine, Texas and Coraopolis, Pennsylvania which are owned by Seller/Assignor and an affiliate of Seller, respectively.

WHEREAS, the Purchase Agreement requires the allocation of the Purchase Price for each property prior to the expiration of the Due Diligence Period.

WHEREAS, Seller/Assignor desires to assign, transfer, sell and convey to Southland Assignee all of Seller/Assignor’s right, title, and interest in, to and under the Purchase Agreement.

WHEREAS, Southland Assignee desires to accept Seller/Assignor’s right, title, and interest in, to and under the Purchase Agreement.

WHEREAS, Reksuh Assignor desires to assign, transfer, sell and convey to GCP Assignee all of Reksuh Assignor’s right, title, and interest in, to and under the Purchase Agreement.

WHEREAS, GCP Assignee desires to accept Reksuh Assignor’s right, title, and interest in, to and under the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the terms, provisions, agreements, and covenants contained in this Amendment and Assignment, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto and intending to be legally bound hereby, the parties agree as follows:

1. Purchase Price Allocation. The parties agree that $9,118,625.00 of the total Purchase Price shall be allocated towards the Alvarado Property.

2. Southland Assignment. Seller/Assignor hereby assigns, transfers, sells and conveys to Southland Assignee all of Assignor’s right, title, and interest in, to and under the Purchase Agreement in the Alvarado Property. Southland Assignee hereby assumes all of Seller/Assignor’s duties and obligations under the Purchase Agreement.

3. GCP Assignment. Reksuh Assignor hereby assigns, transfers, sells and conveys to GCP Assignee all of Reksuh Assignor’s right, title, and interest in, to and under the Purchase Agreement in the Alvarado Property. GCP Assignee hereby assumes all of Reksuh Assignor’s duties and obligations under the Purchase Agreement.

4. Force and Effect. Except as modified and amended herein, all other terms and conditions of the Purchase Agreement shall remain unchanged and in full force and effect. This Amendment and Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

5. Counterparts; Exchange by Electronic Transmission. This Amendment and Assignment may be executed in multiple counterparts, and by electronic transmission, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Amendment and Assignment to be duly executed as of the Effective Date.

	SELLER/ASSIGNOR:

	Southland Holdings, LLC,
	a Texas limited liability company

	By:
	Its:

	SOUTHLAND ASSIGNEE:

	Southland RE Properties, LLC,
	a Texas limited liability company

	By:
	Its:

	REKSUH ASSIGNOR:

	Reksuh Acquisition, LLC,
	a Nebraska limited liability company

	By:	Goldenrod Development, LLC,
		a Nebraska limited liability company,
		Sole Member

	By:
		Zachary A. Wiegert, Manager

	GCP ASSIGNEE:

	GCP Southland, LLC,
	a Nebraska limited liability company

	By:	Goldenrod Capital Advisors, LLC,
		a Nebraska limited liability company,
		Manager

	By:
		Zachary A. Wiegert, Manager

Alvarado – Second Amendment & Assignment

Signature Page

Exhibit 10.4

LEASE AGREEMENT

BY AND BETWEEN

GCP SOUTHLAND, LLC,

a Nebraska limited liability company

AS LANDLORD

AND

SOUTHLAND HOLDINGS, INC.,

a Delaware corporation

AS TENANT

Effective Date: July ___, 2024

LEASE AGREEMENT

THIS LEASE AGREEMENT (the “Lease”) is entered into and made effective as of July ___, 2024 (the “Effective Date”) between GCP Southland, LLC, a Nebraska limited liability company (“Landlord”), and Southland Holdings, Inc., a Delaware corporation (“Tenant”).

ARTICLE 1
BASIC LEASE TERMS, PROVISIONS AND DEFINITIONS

1.1 Landlord. GCP Southland, LLC

1.2 Tenant. Southland Holdings, Inc.

1.3 Parties and Notice Addresses.

	Landlord:	GCP Southland, LLC 14606 Branch Street, Suite 100 Omaha, NE 68154 Attn: Zachary Wiegert Email: zwiegert@goldenrodcompanies.com

		With a copy of all notices to be sent to:

		Goldenrod Companies 14606 Branch Street, Suite 100 Omaha, NE 68154 Attn: Kendra Ringenberg Email: kringenberg@goldenrodcompanies.com

	Tenant:	Southland Holdings, Inc. 1100 Kubota Drive Grapevine, Texas 76051 Attn: Cody Gallarda Cgallarda@slnd.com

1.4 Premises. That certain real property located at 1100 Kubota Drive, Grapevine, Texas and all improvements and fixtures located thereon (collectively, the “Improvements”), as legally described on Exhibit “A” attached hereto. The Premises is sometimes referred to herein as the “Property.”

1.5 Initial Term. The Initial Term shall be twenty (20) years commencing on the Commencement Date, plus the remainder of the last calendar month after the Commencement Date occurs, if the last month’s anniversary of the Commencement Date occurs on a date other than the first day of a calendar month.

1.6 Renewal Options. Two (2) options of five (5) years each.

1.7 Commencement Date. July [15], 2024.

1.8 Annual Base Rent. Commencing on the Commencement Date, Tenant shall pay Base Rent in the amounts set forth in the schedule attached hereto as Exhibit “B”. The Base Rent does not include Additional Rent or rental, excise, sales, or transaction privilege taxes imposed by any taxing authority upon Landlord on its receipt of any amounts paid by Tenant pursuant to this Lease, all of which are payable by Tenant.

1.9 Additional Rent. This Lease is an absolute triple net lease and Tenant shall be responsible for all Taxes, Insurance and any other expenses incurred in connection with the ownership, operation, maintenance, repair and replacement of the Property as set forth herein.

1.10 Permitted Use. Tenant shall have the right to use the Premises as an industrial and office facility consistent with the Premises’ prior use, in compliance with applicable laws, and for no other use without the prior consent of Landlord.

1.11 Security Deposit. $88,000.00 payable on the Effective Date. Upon the occurrence of any event of Default (as hereinafter defined) by Tenant, Landlord may, from time to time, without prejudice to any other remedy, use the security deposit paid to Landlord by Tenant as herein provided to the extent necessary to make good any arrears of Rent (as hereinafter defined) and any other damage, injury, expense or liability caused to Landlord by such event of Default. Following any such application of the security deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the security deposit to the amount thereof existing prior to such application. Any remaining balance of the security deposit shall be returned by Landlord to Tenant within sixty (60) days after the termination of this Lease and after Tenant provides written notice to Landlord of Tenant’s forwarding address; provided, however, Landlord shall have the right to retain and expend such remaining balance (a) to reimburse Landlord for any and all rentals or other sums due hereunder that have not been paid in full by Tenant and/or (b) for cleaning and repairing the Premises if Tenant shall fail to deliver same at the termination of this Lease in a neat and clean condition and in as good a condition as existed at the date of possession of same by Tenant, ordinary wear and tear only excepted. Tenant shall not be entitled to any interest on the security deposit. Such security deposit shall not be considered an advance payment of rental or a measure of Landlord’s damages in case of an event of Default by Tenant.

ARTICLE 2
premises

2.1 Premises. Landlord, in consideration of the rent to be paid and the covenants to be performed by Tenant, does hereby lease and demise to Tenant, and Tenant hereby rents and hires from Landlord, for the Term, the Premises which are described as set forth in Article 1 and Exhibit “A” attached hereto.

2.2 As Is Condition. The parties hereby agree and acknowledge that immediately prior to the Commencement Date, Tenant or an affiliate of Tenant has been in possession of the Premises and, as such, Tenant shall take possession of the Premises on the Effective Date hereof. Tenant hereby acknowledges and agrees that it is leasing the Premises from Landlord in its “AS-IS, WHERE-IS” condition “WITH ALL FAULTS” and specifically and expressly without any warranties, representations or guarantees, either express or implied, of any kind, nature or type whatsoever from or behalf of Landlord.

2.3 Alterations. Tenant shall have the right to make or cause to be made alterations to the Premises, subject to Landlord’s prior written consent. Consent shall include approval of Tenant’s plans and contractors and shall not be unreasonably withheld by Landlord. Any alterations, additions or improvements consented to by the Landlord shall be made at Tenant’s sole expense. Tenant shall secure any and all governmental permits, approvals, or authorizations required in connection with any such work and shall hold Landlord harmless from any and all liability, costs, damages, expenses (including attorneys’ fees) and liens resulting therefrom. Upon completion of any such work, Tenant shall provide Landlord with “as built” plans (including plans in REVIT), copies of all construction contracts, and proof of payment for all labor and materials. Notwithstanding the foregoing, Tenant shall have the right without Landlord’s approval to make interior alterations that do not affect the structure of the Improvements, are not visible from the exterior and do not exceed $50,000.00 in the aggregate.

(a) Tenant Shall Discharge All Liens. Tenant shall promptly pay its contractors and materialmen for all work done and performed by or on behalf of Tenant, so as to prevent the assertion or imposition of liens upon or against the Premises, and shall, upon request provide Landlord with lien waivers, and should any such lien be asserted or filed, Tenant shall bond against or discharge the same within ten (10) business days after written request by Landlord. In the event Tenant fails to remove said lien within said ten (10) business days, Landlord may at its sole option elect to satisfy and remove the lien by paying the full amount claimed or otherwise, without investigating the validity thereof, and Tenant shall pay Landlord upon demand the amount paid out by Landlord in Tenant’s behalf, including Landlord’s costs and expenses with interest or Tenant shall be in default hereunder. Landlord’s election to discharge liens as provided hereunder shall not be construed to be a waiver or cure of Tenant’s default hereunder.

(b) Signs, Awnings and Canopies. Existing signage on the Premises is hereby approved by Landlord. Tenant will not, without Landlord’s prior written consent, such consent at Landlord’s reasonable discretion, place or suffer to be placed or maintained upon the roof or on any exterior door, wall, or window of the Premises, any sign, or advertising matter or other thing of any kind. All signs, or other thing so installed by Tenant shall at all times be maintained by Tenant, at its expense, in good condition and repair, provided Landlord shall not unreasonably withhold consent to exterior signage identifying the business of Tenant or any subtenant, special truck access and similar signage that otherwise complies with applicable zoning and building codes.

ARTICLE 3
TERM

3.1 Lease Term. The term of this Lease (the “Initial Term”) shall commence on the Commencement Date and be for the term set forth in Article 1, unless extended or sooner terminated in accordance with the provisions hereof.

3.2 Renewal Options. Provided there is no Tenant Default, Tenant shall have the options to extend the Lease Term as set forth in Article 1 above upon the same terms and conditions herein contained, except the Base Rent shall increase annually by two and one-half (2.5%) percent. If Tenant desires to exercise an Option, then Tenant shall deliver written notice to Landlord at least three hundred and sixty-five (365) days prior to the expiration of the then current Term (the “Option Notice”). If Tenant fails to provide the Option Notice within such time period, Tenant shall be deemed to have waived the renewal option. The Initial Term and the exercised option period, if applicable, shall collectively be referred to herein as the “Term.”

3.3 Holding Over. If Tenant remains in possession of the Premises after the expiration or termination of the Term without the execution of a new lease, Tenant’s occupancy will be from month to month one hundred fifty (150%) of the Annual Base Rent due for the proceeding year, prorated during, the Term plus all other sums due under this Lease and subject to all obligation of this Lease that are applicable to a month to month tenant. The holdover period may be terminated by Landlord upon thirty (30) days’ notice to Tenant.

ARTICLE 4
RENT

4.1 Annual Base Rent. Tenant shall pay to Landlord as Annual Base Rent (“Base Rent”) for the Premises during the Term the annual amounts set forth in Article 1 and Exhibit “B” of this Lease beginning on the Commencement Date and continuing on the first (1st) day of each and every month throughout the Lease Term.

4.2 Real Estate Taxes. Landlord shall pay the Real Estate Taxes (as hereinafter defined) attributable to the Premises and due and payable during the Lease Term directly to the applicable taxing authority. Commencing on the Commencement Date and continuing through the remainder of the Term, Tenant agrees to pay, as Additional Rent, all Real Estate Taxes which are payable during Term of this Lease as well as any Real Estate Taxes accrued prior to the Effective Date. Tenant shall pay Landlord, on the first (1^st) day of each calendar month during the Term, amounts reasonably estimated from time to time by Landlord to be Tenant’s monthly installment of such Real Estate Taxes.

(a) Reconciliation. Upon receipt of the statements for Real Estate Taxes for each year for which such Real Estate Taxes are due, whether on a fiscal year or calendar year basis, Landlord shall compute the share thereof due from Tenant, and a summary shall be furnished to Tenant reflecting the amount due for Real Estate Taxes. If the amounts paid by Tenant during the preceding year were in excess of the Real Estate Taxes, the excess shall be credited against the next payments due from Tenant or if the lease has expired or terminated, shall be paid to Tenant within thirty (30) days of such determination, and if the amount paid by Tenant is less than the Real Estate Taxes, Tenant shall pay the deficiency within thirty (30) days after receipt of notice thereof. If the notice furnished to Tenant includes a computation of the estimated sums that are due from Tenant each month for the current year, the monthly payment shall be adjusted accordingly.

(b) Right to Contest Taxes. Tenant shall have the right, upon prior notice to and approval by Landlord, at its own cost and expense, to initiate and prosecute any proceedings permitted by law for the purpose of obtaining an abatement of or otherwise contesting the validity or amount of Real Estate Taxes assessed or levied upon the Premises, the Improvements and/or other improvements constructed on the Premises, provided that Tenant will not take any action that will cause or allow the institution of foreclosure proceedings. Tenant agrees to permit the reasonable participation by Landlord in any such contest at Landlord’s request. If required by law, Tenant may take such action in the name of Landlord who shall cooperate with Tenant to the extent reasonably required by Tenant, but at no out of pocket cost to Landlord.

(c) Municipal, County, State or Federal Taxes. Tenant shall pay, before delinquency, all municipal, county and state or federal taxes assessed against any leasehold interest of Tenant or any fixtures, furnishings, equipment, stock-in-trade or other personal property of any kind owned, installed or used in or on the Premises directly to the applicable taxing authority.

(d) Real Estate Tax. “Real Estate Taxes” means: (i) any fee, license fee, license tax, business license fee, commercial rental tax, levy, charge, assessment, penalty or tax imposed by any taxing authority against the Premises; (ii) any tax on the Landlord’s right to receive, or the receipt of, rent or income from the Premises or against Landlord’s business of leasing the Premises; (iii) any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the Premises by any governmental agency; (iv) any tax imposed upon this transaction, or based upon a reassessment of the Premises due to a change in ownership or transfer of all or part of Landlord’s interest in the Premises; and (v) any charge or fee replacing any tax previously included within the definition of real property tax. Notwithstanding any of the foregoing to the contrary, Tenant shall have no liability for taxes based on Landlord’s net income or any similar tax.

4.3 Insurance. Landlord shall maintain the insurance set forth in Section 9.3 below during the Term of this Lease and Tenant shall reimburse Landlord for the premiums for such insurance as well as any other costs incurred in connection therewith, including but not limited to, any deductibles. Tenant shall pay such amounts to Landlord within thirty (30) days of written notice of the amounts due hereunder.

4.4 Payment. This is an absolute triple net lease and Tenant shall pay to Landlord in advance in legal tender of the United States of America, without any demand, off-set or deduction (except as expressly provided otherwise herein), at the office of Landlord specified in Section 1.3 hereof, or at such place as Landlord from time to time designates in writing, rent comprised of Base Rent and Additional Rent (hereinafter defined). Any payment due hereunder is delinquent if not received by Landlord on or before the fifth (5th) day of the month. Landlord may accept any partial payment without prejudice to any of Landlord’s rights or remedies.

4.5 Rent Definition. As used herein, the term “Rent” includes Base Rent and Additional Rent. Additional Rent includes the following: (a) Real Estate Taxes; (b) Operating Expenses, (c) utilities, (d) insurance and (e) all other charges, costs, and other sums required to be paid by Tenant to Landlord or third parties in accordance with this Lease (“Additional Rent”). Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to Landlord as Rent, including but not limited to any amounts due and payable to third parties, shall constitute rent for the purpose of section 502(b)(6), as it may be amended, of the Federal Bankruptcy Code, 11 U.S.C. §101 et seq. (the “Bankruptcy Code”). Tenant shall make all payments by Automated Clearing House (“ACH”) and, upon Tenant’s request, Landlord shall provide Tenant the necessary information to process payments by ACH.

ARTICLE 5
REPAIR, Maintenance and operation

5.1 Net Lease. It is the intention of the parties and they hereby agree that this shall be an absolutely net lease, and the Landlord shall have no obligation to provide any services, perform any acts or pay any expenses, charges, obligations or costs of any kind whatsoever with respect to the Premises, and Tenant hereby agrees to pay one hundred percent (100%) of any and all Operating Expenses as hereafter defined for the entire term of the Lease and any extensions thereof.

5.2 Repair and Maintenance. Tenant shall be responsible for operating, maintaining, protecting, managing, replacing and repairing the Premises and the Improvements. Tenant, at its expense, shall promptly make all repairs and replacements and perform all maintenance in and to the Property and all equipment and fixtures therein or appurtenant thereto, that are necessary or desirable in order to keep the Property in good order, condition and repair and in safe, dry and tenantable condition. Without limiting the generality of the foregoing, Tenant, at its expense, shall maintain, repair and replace the Premises at all times in the same or better condition than the condition noted in that certain Property Condition Assessment, prepared by Nova Group, Identified as Project No. V24-4436 and dated as of June 11, 2024 (the “PCA”) and shall make all required or recommended repairs identified in the PCA at its sole cost and expense.

5.3 Operating Expenses. Tenant shall be solely responsible for the payment of all Operating Expenses through the Lease Term. Tenant shall pay all Operating Expenses directly to the applicable provider; provided, however, to the extent Landlord pays any such Operating Expenses for any reason, Tenant shall reimburse Landlord within ten (10) days of receipt of an invoice from Landlord. The term “Operating Expenses” shall mean all costs and expenses of every kind and nature paid or incurred during each Lease Year (or Partial Lease Year, as the case may be), for owning, operating, equipping, policing and protecting, heating, air conditioning, providing sanitation and sewer and other services, lighting, insuring, repairing, replacing and maintaining the Improvements and all other portions of the Property, as well as any assessments contemplated in any covenants, conditions, restrictions or agreement and all other fees or assessments levied against Landlord or the Property.

5.4 Management Fee. In consideration for Landlord’s administration of services, including but not limited to, payment of Real Estate Taxes and Insurance, Tenant agrees to pay as Additional Rent upon the Commencement Date, and annually thereafter, the amount of $20,000, escalated annually at three percent (3%), which fee shall be due on the Commencement Date and on or before August 1 of each year thereafter.

5.5 Non-Terminable. Except as otherwise provided in this Lease, Tenant shall not have any right to terminate this Lease. Except as otherwise provided in this Lease, the obligations of Tenant under this Lease shall not be affected by any interference with Tenant’s use of any of the Premises for any reason, including the following: (i) any damage to or destruction of any of the Premises by any cause whatsoever, (ii) any Condemnation (except as otherwise expressly provided in Section 8.2), (iii) the prohibition limitation or restriction of Tenant’s use of any of the Premises, (iv) Tenant’s acquisitions of ownership of any of the Premises, (v) any default on the part of Landlord under this Lease or under any other agreement, (vi) any latent or other defect in, or any theft or loss of any of the Premises, (vii) the breach of any guaranties of any manufacturer, engineer, contractor or builder of any of the Improvements or equipment, or (viii) any other cause, whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding. It is the intention of the parties hereto that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements, and that all Rent payable by Tenant hereunder shall continue to be payable in all events (or, in lieu thereof, Tenant shall pay amounts equal thereto), and that the obligations of Tenant under this Lease shall continue unaffected unless this Lease shall have been terminated pursuant to a right of Tenant to terminate this Lease provided herein.

This Lease is the absolute and unconditional obligation of Tenant. EXCEPT AS OTHERWISE PROVIDED IN THIS LEASE, TENANT WAIVES ALL RIGHTS WHICH MAY NOW OR HEREAFTER OTHERWISE BE CONFERRED BY LAW (I) TO QUIT, TERMINATE OR SURRENDER THIS LEASE OR ANY OF THE PREMISES, (II) TO ANY SETOFF, COUNTERCLAIM, RECOUPMENT, ABATEMENT, SUSPENSION, DEFERMENT, DIMINUTION, DEDUCTION, REDUCTION OR DEFENSE OF OR TO RENT PAYABLE UNDER THIS LEASE, AND (III) FOR ANY STATUTORY LIEN OR OFFSET RIGHT AGAINST LANDLORD OR ITS PROPERTY.

5.6 Security Measures. Landlord shall be under no obligation to implement any security measures for the Premises or the Property. Landlord and its agents and employees shall not have any liability to Tenant or its officers, directors, employees, agents, representatives, invitees or visitors for the implementation or exercise of, or the failure to implement or exercise, any such security measures or for any resulting disturbance of Tenant’s use or enjoyment of the Premises.

ARTICLE 6
TENANT’S use OF PREMISES

6.1 Permitted Uses. Tenant may use the Premises for an industrial and office facility consistent with the Premises’ prior use, in compliance with applicable laws, and for no other use without the prior consent of Landlord.

6.2 Operation of Business. Tenant shall, at its own cost and expense, promptly comply with all laws, orders, ordinances and regulations affecting or applicable to the cleanliness, safety, occupation and use of the Premises. Tenant shall use diligent efforts to keep the Premises free and clear of rodents, bugs and vermin, and Tenant shall use, at its cost and at such intervals as Landlord shall reasonably require, a reputable pest extermination contractor to provide extermination services in the Premises. Tenant shall keep the Premises orderly, neat, clean and free from rubbish and trash at all times and to permit no refuse to accumulate around the exterior of the premises. Tenant shall not burn any trash, rubbish or garbage in or about the Premises, except in a sanitary and inoffensive manner inside the Premises or in screened areas approved by Landlord, and Tenant shall cause the same to be removed at reasonable intervals.

6.3 Prohibitions. Tenant shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which will in any way increase the existing rate of or affect any fire or other insurance upon the Improvements or any of its contents, or cause a cancellation of any insurance policy covering said Improvements or any part thereof or any of its contents. Tenant shall not do or permit anything to be done in or about the Premises to allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises.

6.4 Tenant to Comply with Matters of Record. Tenant agrees to perform all obligations of Landlord and pay all cost, expenses and other amounts which Landlord or Tenant may be required to pay in accordance with, and to comply and cause the Premises to comply in all respects with, all of the terms and conditions of any agreement or documents of record now affecting the Premises. In addition, this Lease is subject to all applicable building restrictions, planning and zoning ordinances, governmental rules and regulations and all other encumbrances, covenants, restrictions and easements affecting the Premises. TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD HARMLESS FROM ANY CLAIM, LOSS OR DAMAGE SUFFERED BY LANDLORD BY REASON OF TENANT’S FAILURE TO PERFORM ANY OBLIGATIONS OR PAY ANY COSTS, EXPENSES OR OTHER AMOUNTS AS REQUIRED UNDER ANY PERMITTED ENCUMBRANCES, COVENANTS, RESITRICTIONS AND EASEMENTS.

6.5 Utilities. Commencing on the Effective Date and continuing through the remainder of the Term, Tenant shall be responsible for maintaining the portion of the utility lines located within the Premises and shall pay for all gas, water, electricity, telephone, and other utility services used or consumed in or about or furnished to the Premises during the Term and shall pay all sewer use fees or similar charges made or imposed with respect to or against the Premises during the Term. Tenant shall hold Landlord and the Premises harmless from all liens, charges, and costs with respect to such items. Tenant agrees that it will not install any equipment which will exceed or overload the capacity of any utility facilities serving the Premises and that if any equipment installed by Tenant requires additional utility facilities, such additional utility facilities shall be installed at Tenant’s expense in accordance with plans and specifications approved in writing in advance by Landlord. Landlord shall not be liable for any interruption in the supply of any utilities to the Premises or for any damage caused either to the electrical system or to Tenant’s equipment in the Premises by any power surge. To the extent feasible, Landlord shall cooperate, at no cost to Landlord, with Tenant to cause all such utilities to be put in the name of Tenant, with all bills being sent directly to Tenant. If Tenant fails to pay any utility bills or charges, Landlord, may, at its option, upon reasonable notice to Tenant, pay the same and, in such event, the amount of such payment, together with interest thereon at the Default Rate (hereinafter defined) from the date of such payment by Landlord, will be added to Tenant’s next due payment of Base Rent, as Additional Rent. If Landlord provides any of such utility services to Tenant because they are not or cannot be separately metered or billed to Tenant, then Tenant shall pay to Landlord, within thirty (30) days after receiving a statement therefor from Landlord, Tenant’s equitable share of the billing received by Landlord for such utility service, which share shall be determined by Landlord in its reasonable discretion taking into account such factors, including but not limited to the nature of Tenant’s business, as Landlord reasonably may consider to be appropriate.

6.6 Tenant’s Personal Property. Landlord and Tenant hereby agree and acknowledge that (i) any server or ancillary IT equipment affixed to the Improvements and the generator serving the Building shall be included as part of Tenant’s Property (as hereinafter defined), (ii) except such personal property identified in (i) above, all lighting or lighting fixtures; wall coverings; drapes, blinds or other window coverings; carpets or other floor coverings and all fixtures, equipment, building systems and support for building systems, including but not limited to, main service entry, HVAC system, panels and all transformers servicing the Improvements, and any other fixtures, trade fixtures, equipment or other property physically attached to the Improvements are owned by Landlord and deemed part of the Premises (“Landlord’s Property”) and (iii) all of Tenant’s signage, furniture, office equipment, trade fixtures, machinery and production equipment that is not affixed to the Improvements that is now or hereinafter located on the Property shall be deemed owned by Tenant (“Tenant’s Property”). Tenant’s Property shall also include any inventory, raw materials, work in progress, supplies and related personal property now or hereafter located on the Property. All of Landlord’s Property and any other fixtures located on the Premises and affixed to the Improvements, and any replacements thereof, shall be deemed part of the Improvements and owned by Landlord. ALL PERSONAL PROPERTY, BETTERMENTS AND IMPROVEMENTS IN THE PREMISES, OR RELATED FACILITIES, WHETHER OWNED, LEASED OR INSTALLED BY LANDLORD, TENANT OR ANY OTHER PERSON, ARE AT TENANT’S SOLE RISK, AND NEITHER LANDLORD NOR LANDLORD’S AGENTS WILL BE LIABLE FOR, ANY DAMAGE THERETO OR LOSS THEREOF FROM ANY CAUSE INCLUDING BUT NOT LIMITED TO THEFT, MISAPPROPRIATION, CASUALTY, OVERFLOWING OR LEAKING OF THE ROOF, THE BURSTING OR LEAKING OF WATER, SEWER OR STEAM PIPES, OR FROM HEATING OR PLUMBING FIXTURES (BUT NOT FROM THE NEGLIGENT ACTS, OMISSIONS OR WILLFUL MISCONDUCT OF LANDLORD OR LANDLORD’S AGENTS).

6.7 Waste. Tenant will not commit or permit any waste of the Premises, and Tenant will keep the Premises and fixtures therein in good and safe condition and repair. If: (a) Tenant fails to make repairs to the Premises that are Tenant’s responsibility hereunder or (b) any act or neglect of Tenant results in damage to the Premises, Landlord may repair such damage if Tenant fails to do so within a reasonable period of time (not to exceed thirty (30) days if such repair can reasonably be made in such time) following its receipt of written demand from Landlord to repair such damage. If the item requires more than thirty (30) days to remedy, Tenant shall be afforded the additional time so long as it commences such remedial work within thirty (30) days after it is aware of the condition and thereafter diligently pursues such remedy to completion. If any damage hereunder is not timely remedied by Tenant and Landlord, as its option, elects to remedy same, then within thirty (30) days of receipt of Landlord’s invoice, Tenant shall reimburse Landlord for the cost thereof (plus Landlord’s administrative fee equal to ten percent (10%) of the cost). Tenant will not deface or injure the Premises, and Tenant will pay the cost of repairing any damage or injury done to the Premises or any part thereof by Tenant.

6.8 No Overloading or Overcrowding. Tenant will not overload the floors of the Premises. Tenant shall not place a load upon the floor of the Premises exceeding the load per square foot such floor was designed to carry, as determined by Landlord or its structural engineer and set forth in the Final Plans.

6.9 No Liens. Landlord’s title is and always will be paramount to the title of Tenant, and, Tenant will not do or be empowered to do any act which encumbers Landlord’s title or subjects the Premises or any part of either to any lien. Tenant must immediately remove any and all liens or encumbrances which are filed against the Premises as a result of any act or omission of Tenant. If Tenant fails to remove any such lien or bond around such lien within ten (10) business days of receipt of notice thereof, then Landlord may, but is not obligated to, remove such lien, and Tenant shall pay all costs of removal or bonding the lien, plus interest at the Default Rate (as defined in Section 11.4), to Landlord upon demand.

6.10 Flammables, Explosives or Toxic Substances. Tenant will not use or permit in the Premises any flammable or explosive material or toxic substances, except cleaning supplies or other substances used in the ordinary course of business and in compliance with all laws. Tenant will not use the Premises in a manner that (a) invalidates or is in conflict with fire, insurance, life safety or other policies covering the Premises, or (b) increases the rate of fire or other insurance on the Premises. If any insurance premium is higher than it otherwise would be due to Tenant’s failure to comply with this Section, Tenant shall reimburse Landlord as Additional Rent, that part of Landlord’s insurance premiums that are changed because of Tenant’s failure.

6.11 Compliance with Laws. Tenant shall comply, at its sole cost and expense, with all federal, state, county, municipal and other governmental statutes, ordinances, laws, rules, and regulations affecting the Premises or any activity of Tenant or condition created by Tenant on or in the Property, including without limitation, those governing employee health and safety, environmental compliance and waste disposal (“Applicable Laws”).

6.12 Hazardous Materials. Tenant shall comply with all Applicable Laws relating to Hazardous Materials (as hereafter defined), and waste storage, handling and disposal. Tenant shall not permit the generation, creation, treatment, incorporation, discharge, disposal, escape, release or threat of release of any Hazardous Materials above, upon, under, within or from the Property in violation of Applicable Laws, and no new underground storage tanks containing any Hazardous Materials shall be constructed or placed upon the Property unless approved in writing by Landlord. Tenant further agrees to ensure that all necessary permits are obtained by any party bringing any Hazardous Materials onto the Property for on or behalf of Tenant. Tenant shall also manage all Hazardous Materials so as to avoid any unreasonable risk of contamination to the Premises. Tenant shall be liable for all costs associated with compliance, defense of enforcement actions or suits, payment of fines, penalties, or other sanctions and remedial costs related to the Tenant or Tenant’s agents, employees, licensees, invitees or contractor’s (collectively, “Tenant’s Parties”) use and occupation of the Premises.

(a) Definition. “Hazardous Materials” means: (a) any “hazardous waste” as defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.) (“RCRA”), as amended from time to time, and regulations promulgated thereunder, (b) any “hazardous substance” being “released” in “reportable quantity” as such terms defined by the Comprehensive Environmental Response, Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 6901 et seq.) (“CERCLA”), as amended from time to time, and regulations promulgated thereunder; (c) asbestos; (d) polychlorinated biphenyls; (e) urea formaldehyde insulation; (f) “hazardous chemicals” or “extremely hazardous substance,” in quantities sufficient to require reporting, registration, notification or special treatment or handling under the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001, et seq.) (“EPCRA”), as amended from time to time and regulation promulgated thereunder; (g) any “hazardous chemicals” in levels that would result in exposures greater than those allowed by permissible exposure limits established pursuant to the Occupational Safety and Health Act of 1970 (29 U.S.C. § 651 et seq.) (“OSHA”), as amended from time to time and regulations promulgated thereunder; (h) any substance which requires reporting, registration, notification, removal, abatement or special treatment, storage, handling or disposal under Section 6, 7 or 8 of the Toxic Substance Control Act (15 U.S.C. § 2601 et seq.) (“TSCA”) as amended from time to time and regulations promulgated thereunder; (i) any toxic or hazardous chemicals described in the Occupational Safety and Health Standards (29 C.R.F. 1910.1000-1047) in levels which would result in exposures greater than those allowed by the permissible exposure limits pursuant to such regulations; (j) the contents of any storage tanks, whether above or below ground; (k) Bio-Hazardous Medical Waste (hereinafter defined); (l) materials related to those described in subparagraphs (a) though (k) hereof, and (m) anything defined as hazardous or toxic under any now existing or hereinafter enacted statute. The term “Bio-Hazardous Medical Waste” means any waste, substance or material (solid, liquid or gaseous) that is generated, produced or results from the diagnosis, treatment or immunization of human beings, or any research pertaining thereto, or the production or testing of biological agents. The term “Bio-Hazardous Medical Waste” also includes any definition thereof or referenced thereto in any law, rule, regulation, order or decree of any federal, state or local government including, without limitation, any substance defined or referred to in the Code of Federal Regulation at 29 C.F.R. Part 1910.1030.

(b) Tenant shall provide or cause to be provided to Landlord prior written notice of any Hazardous Materials being brought into the Property, as well as written evidence that the party bringing such Hazardous Materials into the Property carries public liability insurance and environmental impairment liability insurance with coverage no less than $5,000,000.00, with a deductible of no greater than $50,000.00 to insure that anything contaminated with or by the Hazardous Materials be removed from the Property, and that the Property be restored to a clean, neat, attractive, healthy, sanitary, and non-contaminated condition. Such insurance shall name Landlord additional insured, and the insurance carrier (or the covered party in the event the insurance carrier refuses) shall be required to provide no less than ten (10) calendar days’ written notice to Landlord of any cancellation, reduction in amount, or material change in the coverage of such insurance.

(c) Abatement and Indemnity. Tenant covenants that it will, at its own expense, abate, remedy and remove any Hazardous Materials discovered on the Property which was located, placed, generated, created, stored, treated, incorporated, discharged, disposed of, allowed to escape, or released or about to be released by Tenant or Tenant’s Parties. TENANT SHALL INDEMNIFY LANDLORD AGAINST AND SHALL HOLD LANDLORD HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, JUDGMENTS, PENALTIES, LIABILITIES, COSTS, DAMAGES AND EXPENSES, INCLUDING COURT COSTS AND ATTORNEYS’ FEES PRIOR TO TRIAL, AT TRIAL AND ON APPEAL, WHETHER PRIVATE OR MANDATED BY ANY GOVERNMENTAL BODY, RESULTING FROM ANY ENVIRONMENTAL CONDITIONS EXISTING ON THE PROPERTY AS OF THE COMMENCEMENT DATE OR ANY TIME THEREAFTER DURING THE TERM OF THIS LEASE OR FROM ANY BREACH OF ANY OF THE OBLIGATIONS, WARRANTIES OR REPRESENTATIONS OF THE LEASE INCLUDING THE FOREGOING COVENANT OR FROM THE DISCOVERY OF A CONTAMINANT IN, ABOVE, UPON, ACROSS OR UNDER THE PROPERTY THAT WAS BROUGHT ONTO THE PROPERTY BY TENANT OR TENANT’S PARTIES, IT BEING THE INTENT OF LANDLORD AND TENANT THAT LANDLORD SHALL HAVE NO LIABILITY FOR DAMAGE TO THE ENVIRONMENT OR NATURAL RESOURCES CAUSED BY TENANT OR TENANT’S PARTIES, FOR ABATEMENT, REMOVAL OR CLEAN-UP OF, OR OTHERWISE WITH RESPECT TO ANY CONTAMINANTS EITHER BY VIRTUE OF THE INTEREST OF LANDLORD IN THE PROPERTY OR CREATED AS A RESULT OF LANDLORD’S EXERCISE OF ANY OF ITS RIGHTS OR REMEDIES WITH RESPECT TO THIS LEASE, INCLUDING, BUT NOT LIMITED TO, THE EVICTION OF TENANT OR THE RE-ENTRY OF LANDLORD AND THE APPLICABLE PARTIES’ PHYSICAL REPOSSESSION OF THE PROPERTY. THIS INDEMNIFICATION BY THE TENANT INCLUDES, WITHOUT LIMITATION, COSTS INCURRED IN CONNECTION WITH ANY INVESTIGATION OF SITE CONDITIONS OR ANY CLEANUP, REMEDIAL, OR RESTORATION WORK REQUIRED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY OR POLITICAL SUBDIVISION BECAUSE OF HAZARDOUS MATERIAL PRESENT IN THE SOIL OR GROUND WATER ON, UNDER OR ABOUT THE PROPERTY OR MIGRATING OR THREATENING TO MIGRATE TO OR FROM THE PROPERTY RESULTING FROM THE ACTS OF THE TENANT OR TENANT’S PARTIES. Without limiting the foregoing, if the presence of any Hazardous Material on or about the Property caused by the Tenant results in any contamination of the Property or any portion thereof, or causes the Property to be in violation of any Applicable Laws, the Tenant shall promptly take all actions at its sole expense as are necessary to bring the Property into compliance with Applicable Laws.

(d) Survival. The covenants, representations and warranties contained in this Section 6.16 shall survive the termination of this Lease.

6.13 ADA Compliance. Tenant will observe and comply promptly with all present and future Applicable Laws of governmental authorities and insurance requirements relating to or affecting the Premises, any Tenant sign, or the use and occupancy of the Premises or incident to Tenant’s occupancy of the Premises and its use thereof, including but not limited to the American with Disabilities Act of 1990 (together with all rules and regulations adopted thereunder, the “ADA”). Nothing contained in this Lease is intended to prevent or prohibit compliance by either party with ADA nor is any provision of this Lease intended to violate ADA, and any provision that does so is hereby modified to allow compliance or deleted as necessary. At its expense, Tenant will comply with all requirements of ADA with regard to all aspects of its operations and the Premises. TENANT INDEMNIFIES LANDLORD, ITS AFFILIATES, AGENTS, OFFICERS, EMPLOYEES AND CONTRACTORS, FOR ALL COSTS, LIABILITIES AND CAUSES OF ACTION OCCURRING OR ARISING AS A RESULT OF TENANT OR THE PREMISES’ FAILURE TO COMPLY WITH ADA AS REQUIRED UNDER THIS LEASE OR AS A RESULT OF ANY VIOLATION OF ADA BY THE PREMISES, THE TENANT OR TENANT’S AGENTS, AND TENANT WILL DEFEND LANDLORD, ITS AFFILIATES, AGENTS, OFFICERS, EMPLOYEES AND CONTRACTORS, AGAINST ALL SUCH COSTS, LIABILITIES AND CAUSES OF ACTION.

6.14 Termination and Surrender. Upon termination of this Lease, Tenant must: (a) surrender any keys, electronic ID cards, and other access devices to Landlord at the place then fixed for the payment of rent, (b) remove all Tenant’s Property from the Premises, repair any damage caused by such removal and restore the Premises (including but not limited to, installing and repairing all drywall, patching all concrete flooring and walls, and smoothing all surfaces) and deliver the Premises in broom clean and in good condition and repair and otherwise complying, at a minimum, with the condition noted in the PCA, and (d) deliver the Premises to Landlord free of any Hazardous Materials.

ARTICLE 7
TRANSFER OF INTEREST: PRIORITY OF LIEN

7.1 Assignment and Sublease.

(a) Except as otherwise provided in this Lease, Tenant will not voluntarily or involuntarily assign, mortgage or pledge this Lease without Landlord’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Tenant may not sublet all or a portion of the Premises, without Landlord’s prior written consent, and such subletting, assignment, pledging or other transfer shall be subject at all times to the terms of this Lease. If Landlord consents to an assignment or sublease, Landlord will document its consent, but any request for consent to an assignment must be accompanied by a true and complete executed copy of the assignment or sublease Tenant proposes. Landlord’s consent to one assignment or sublease is not consent to any other assignment or sublease.

(b) Unless Tenant is a corporation of which all the outstanding share of stock regularly entitled to vote for the election of directors of the corporation are listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, an amended), the voluntary or involuntary transfer, whether directly or indirectly, of stock, partnership interest, membership interest or other ownership interests of Tenant shall be deemed to be an assignment of this Lease subject to the terms of this Article VII.

(c) No assignment, whether in violation hereof, approved by Landlord or permitted under this Article VII or a sublease permitted under this Article VII relieves Tenant from liability or the obligation to comply with the provisions of this Lease and notwithstanding any such assignments or subleases, Tenant shall continue to remain fully liable for all liabilities and obligations under this Lease.

7.2 Subordination. This Lease (including all rights of Tenant hereunder) is automatically subject and subordinate to any mortgage deed of trust or other indenture (each a “Mortgage”) now or hereafter affecting Landlord’s interest in the Premises, and all renewals, replacements and extensions thereof, and all advances and interest under any Mortgage. To the extent requested by Landlord, Tenant shall execute commercially reasonably documentation evidencing the subordination to Landlord’s existing and any future Mortgage holder (“Mortgagee”), including the execution of a subordination, non-disturbance, and attornment agreement (“SNDA”), provided such SNDA sets forth that Tenant’s tenancy under this Lease will not be disturbed so long as Tenant is not in default under this Lease beyond any applicable cure period. If in connection with existing or future financing of the Premises, the holder of any Mortgage request modifications in this Lease, Tenant will not unreasonably withhold or delay its consent to such modifications, provided that they do not unreasonably increase the obligation of Tenant hereunder, reduce Tenant’s rights hereunder, or materially and adversely affect the leasehold interest created by this Lease. Upon termination of this Lease through foreclosure of any Mortgage (or deed in lieu thereof), Tenant shall agree to accept the purchaser at the foreclosure sale (or the transferee under the deed in lieu) or ground lessor as Landlord under this Lease provided such new Landlord agrees not to disturb Tenant’s tenancy under this Lease for so long as Tenant remains in compliance with, and not in breach of, the Terms hereof and, upon demand, enter into a new lease agreement with such purchaser, transferee or ground lessor for the unexpired term of this Lease at the same Rent and under the same provision of this Lease.

(a) Notice to Landlord of Default. In the event of any act or omission by Landlord which would give Tenant the right to terminate this Lease or claim a partial or total eviction, or make any claim against Landlord for the payment of money, Tenant will not make such claim or exercise such right until it has given written notice of such act or omission to (i) the Landlord; and (ii) the holder of any mortgage, deed of trust or other security instrument as to whom Landlord has instructed Tenant to give copies of all of Tenant’s notices to Landlord; and (iii) after thirty (30) days shall have elapsed following the giving of such notice, during which such parties or any of them has not commenced to remedy such act or omission and diligently prosecuted the same to completion or to cause the same to be remedied. Nothing herein contained shall be deemed to create any rights in Tenant not specifically granted in this Lease or under applicable provisions of law.

7.3 Landlord’s Lien. In addition to any statutory lien and security interest, in consideration of the mutual benefits arising under this Lease, Tenant hereby grants to Landlord a lien and security interest in all of Tenant’s Property (as defined in Section 6.6) to secure payment of Rent and other sums that become due under this Lease. The provisions of this Section constitute a security agreement under the Uniform Commercial Code (the “UCC”) so that Landlord has and may enforce a security interest on all of Tenant’s Property without the prior written consent of Tenant until all arrearages in Rent have been paid and Tenant has complied with the provisions of this Lease. Tenant agrees to execute and approve as debtor any financing statements Landlord may request to perfect its security interest under the UCC, and Landlord may at any time file a copy of this lease as a financing statement. In addition to any other remedies provided by law or under this lease, Landlord is entitled to all the rights and remedies afforded a secured party under the UCC.

ARTICLE 8
DAMAGE AND DESTRUCTION: EMINENT DOMAIN

8.1 Damage and Destruction. If the Premises or the Improvements are damaged or destroyed by fire or other casualty, Landlord shall have the right to terminate this Lease within one hundred twenty (120) days following the occurrence of such fire or other casualty by written notice to Tenant, in which event (i) the entire proceeds of the insurance maintained in accordance with Section 9 below shall be paid by the insurance company or companies directly to Landlord, and shall belong to, and be the sole property of, Landlord; (ii) the portion of proceeds of the insurance provided for in Section 9 which is allocable to Landlord’s Property, fixtures and other items which, by the terms of this Lease, rightfully belong to Landlord upon the termination of this Lease by whatever cause, shall be paid by the insurance company or companies directly to Landlord, and shall belong to, and be the sole property of, Landlord; and (iii) Landlord and Tenant shall be relieved from any and all further liability or obligation accruing under this Lease from and after the date of such termination. In the event Landlord does not elect to terminate this Lease, then Landlord shall restore the Improvements to the condition it was in on the Effective Date hereof. The Base Rent shall be abated in proportionate to the square footage of area of the Premises that is untenantable. Payment of full rent and all other charges so abated shall re-commence on the day following the date of substantial completion of Landlord’s work hereunder. Landlord shall be obligated to diligently pursue the completion of its work and shall cause the same to be completed as soon as reasonably possible under the circumstances. In no event shall Landlord be required to repair or replace Tenant’s Property. If Landlord repairs or rebuilds, Tenant, at Tenant’s sole cost, shall repair or replace Tenant’s Property and all other leasehold improvements, trade fixtures, furnishings and equipment in a manner and to at least a condition equal to that prior to the damage or destruction thereof. Any and all proceeds of the property insurance required hereunder to be maintained by Tenant, so long as this Lease shall remain in effect, shall be used only to repair or replace or All permits required in connection with the work to be performed by Tenant shall be obtained by Tenant at Tenant’s sole cost and expense. Any amount expended by Tenant in excess of any insurance proceeds received by Tenant shall be the sole obligation of Tenant. Landlord shall not be liable or obligated to Tenant to any extent whatsoever by reason of any fire or other casualty damage to the Premises, or any damages suffered by Tenant by reason thereof, or the deprivation of Tenant’s possession of all or any part of the Premises.

8.2 Eminent Domain.

(a) If all of the Premises is taken or condemned for a public or quasi-public use, this Lease shall terminate as of the earlier of the date title to the condemned real estate vests in the condemner and the date on which Tenant is deprived of possession of all of the Premises. Any taking or condemnation of all or any part of the Premises by any authority having the power of eminent domain is hereinafter referred to as a “Taking”. In such event, the Base Rent herein reserved and all Additional Rent and other sums payable hereunder shall be apportioned and paid in full by Tenant to Landlord to the date this Lease is so terminated, all Base Rent, Additional Rent and other sums payable hereunder shall be apportioned and paid in full by Tenant to Landlord to the date this Lease is so terminated, all Base Rent, Additional Rent and other sums payable hereunder prepaid for periods beyond that date shall forthwith be repaid to Tenant, and neither party shall thereafter have any liability hereunder, except for those obligations that survive termination of this Lease.

(b) In the event of a Taking of Substantially All of the Premises (as herein defined), Tenant may, at its option, upon thirty (30) days’ written notice to Landlord, which shall be given no later than ninety (90) days following the Taking, terminate this Lease. All Base Rent and other sums payable by Tenant hereunder shall be apportioned and paid through and including the date of Taking. For purpose of this provision, a “Taking of Substantially all of the Premises” shall mean: (i) so much of the Premises as, when taken, leaves the untaken portion unsuitable, in the sole opinion of Tenant, for the continued feasible and economic operation of the Premises by Tenant for the same purposes as immediately prior to such Taking or as contemplated herein, (ii) so many of the parking spaces on the Property as reduces the parking ratio below that which is required by the zoning ordinance applicable to the Premises, unless the applicable governmental authority provides a waiver of such parking requirements or (iii) so much of the Premises that access to the Premises is materially impeded, as reasonably determined by Landlord and Tenant.

(c) If only part of the Premises is taken or condemned for a public or quasi- public use and this Lease does not terminate pursuant to Section 8.2(b) above (any such taking or condemnation is hereinafter referred to as a “Partial Taking”), this Lease shall not be thereby terminated, all awards received from the condemnation of the Premises or the Improvements shall, when received, become the absolute property of Landlord without participation by Tenant except as set forth herein. The foregoing notwithstanding, if the Premises are encumbered by a Mortgage, the holder of which has entered into a subordination, attornment and non-disturbance agreement with Tenant as contemplated in Section 7.2 above, which agreement provides for the application of proceeds of the award, then such proceeds shall be deposited which such holder (the “Restoration Escrow”) to be disbursed to pay the costs of such repairs and restoration as such repairs and restoration progress. If the proceeds of the award available to Landlord are not sufficient to restore the Premises to a complete unit as similar as is reasonably possible in design, character and quality to the improvements which existed before such Partial Taking, then, notwithstanding anything in this Lease to the contrary, Landlord shall have no obligation to commence any repairs to the Premises unless, within ninety (90) days of the date of the taking, either: (i) Landlord and Tenant agree in writing to the plans and specifications for the proposed restoration, which shall resemble as nearly as possible the condition of the Premises immediately prior to the taking, reduced in size and scope (yet still a complete architectural unit) to allow the restoration to be completed out of available award or, (ii) Tenant agrees to pay the costs of the repairs and construction necessary to restore the Premises to the condition as existed prior to such taking which are in excess of the available proceeds from the award and deposits funds in such amount in the Restoration Escrow (or, in the event that there is no lender, in an escrow account available to Landlord) to be disbursed to pay the costs of such repairs and restoration as such repairs and restoration progress. In no event shall Landlord be obligated to make any repairs to the Premises unless and until funds in a sufficient amount to restore the Premises as set forth in this Section are available through a combination of proceeds of the award and Tenant’s funds, as necessary, in the Restoration Escrow, to be drawn upon by Landlord or Landlord’s Mortgagee for repair and restoration purposes. Neither the term nor any of the obligations (including the payment of rentals) of either party under this Lease shall be reduced or affected in any way. Provided however, Tenant may make a claim for its separate damages for loss of business, depreciation to, damage to, cost of removal of, or for the value of Tenant’s Property, and for any relocation allowance or award, so long as such claim, allowance or award shall not diminish or otherwise adversely affect Landlord’s award.

(d) In the event of a Taking of the entire Premises or of a Taking of Substantially All of the Premises which results in termination of this Lease in accordance with subsection (b) above (either such Taking, being referred to as a “Total Taking”), the entire award from such Total Taking shall be paid to the Landlord; provided, however, that nothing contained herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority in such condemnation proceedings for loss of business, depreciation to, damage to, cost of removal of, or for the value of Tenant’s Property, and for any relocation allowance or award, and the value of the leasehold, so long as such claim, allowance or award shall not diminish or otherwise adversely affect Landlord’s award. Tenant shall have the right, at its own expense, to defend or prosecute any condemnation claim on behalf of the Landlord and Tenant. Landlord shall not convey any interest in the Premises in lieu of condemnation without the approval of Tenant provided that Tenant undertakes to defend any subsequent and related condemnation action at its own expense.

ARTICLE 9
LIABILITY: INDEMNIFICATION: INSURANCE

9.1 Waiver of Claims. To the extent permitted by law, Landlord will not be liable for, and TENANT RELEASES LANDLORD FROM, AND WAIVES ALL CLAIMS FOR DAMAGE TO PERSON OR PROPERTY TENANT OR ANY OCCUPANT OF THE PREMISES SUSTAINS RESULTING FROM: (A) ANY PART OF THE PREMISES OR ANY EQUIPMENT OR APPURTENANCES BECOMING OUT OF REPAIR, OR (B) ANY EVENT OR OCCURRENCE IN OR ABOUT THE PREMISES (UNLESS CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ITS AGENTS), OR (C) DIRECTLY OR INDIRECTLY ANY ACT OR NEGLECT OF TENANT, ANY OCCUPANT OF THE PREMISES OR ANY OTHER PERSON (EXCLUDING LANDLORD IF CAUSED BY LANDLORD’S NEGLIGENCE OR WILLFUL MISCONDUCT). SUBJECT TO THE FOREGOING SENTENCE AND SUBJECT TO THE OTHER TERMS OF THIS LEASE, IN ANY EVENT, THE LIABILITY OF LANDLORD FOR ANY INJURY, LOSS OR DAMAGE TO ANY PERSON OR PROPERTY ON OR ABOUT THE PREMISES, WILL BE LIMITED TO THOSE DIRECTLY AND SOLELY CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD. FURTHER, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, TENANT WAIVES ANY AND ALL IMPLIED WARRANTIES OF LANDLORD AS TO THE QUALITY OR CONDITION OF THE PREMISES, OR AS TO THE FITNESS OR SUITABILITY OF THE PREMISES FOR ANY PARTICULAR USE.

9.2 Indemnification. TENANT AGREES TO DEFEND, PAY, PROTECT, INDEMNIFY, SAVE AND HOLD HARMLESS LANDLORD AND ANY MORTGAGEE FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, PENALTIES, COSTS EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES), CAUSES OF ACTION, SUITS, CLAIMS, DEMANDS OR JUDGMENTS OF ANY NATURE WHATSOEVER, ARISING OR ALLEGED TO ARISE AFTER THE EFFECTIVE DATE FROM THE PREMISES OR THE OWNERSHIP, USE, NON-USE, OCCUPANCY, CONDITION, MAINTENANCE, REPAIR OR REBUILDING OF THE PREMISES, ANY BREACH OF THIS LEASE OR LANDLORD’S ENFORCEMENT OF THE PROVISIONS OF THIS LEASE, AND ANY INJURY TO OR DEATH OF ANY PERSON OR PERSONS OR ANY LOSS OR DAMAGE TO ANY PROPERTY, IN ANY MANNER ARISING ON, FROM OR IN ANY WAY CONNECTED WITH THE PREMISES, AND ANY CLAIMS, DEMANDS, CAUSES OF ACTION, SUITS OR JUDGMENTS BY THIRD PARTIES RESULTING FROM VIOLATIONS OR ALLEGED VIOLATIONS BY TENANT OR ANY SUBTENANT OF ANY PROVISION OF THIS LEASE, ANY LEGAL REQUIREMENT, ANY OTHER LEASE OR AGREEMENT RELATING TO THE PREMISES, OR ANY OTHER CONTRACTUAL AGREEMENT TO WHICH TENANT OR ANY SUBTENANT IS A PARTY, WHETHER OR NOT LANDLORD HAS OR SHOULD HAVE KNOWLEDGE OR NOTICE OF THE DEFECT OR CONDITIONS, OF ANY, CAUSING OR CONTRIBUTING TO SAID INJURY, DEATH, LOSS, DAMAGE, LIABILITY, PENALTY, COST, EXPENSE, CAUSE OF ACTION, SUIT, DEMAND, JUDGMENT OR OTHER CLAIM; EXCEPT TO THE EXTENT THAT ANY SUCH LIABILITY, LOSS, DAMAGE, PENALTY, COST, EXPENSE, CAUSE OF ACTION, SUIT, CLAIM, DEMAND OR JUDGMENT IS THE RESULT OF THE GROSS NEGLIGENCE OF LANDLORD, ITS AGENTS OR CONTRACTORS, OR THE INTENTIONAL WRONGFUL ACT OR OMISSION OF LANDLORD, ITS AGENTS OR CONTRACTORS. IN CASE ANY ACTION OR PROCEEDING IS BROUGHT AGAINST LANDLORD OR ANY MORTGAGEE BY REASON OF ANY SUCH CLAIM AGAINST WHICH TENANT HAS AGREED TO DEFEND, PAY, PROTECT, INDEMNIFY, SAVE AND HOLD HARMLESS PURSUANT TO THE PRECEDING SENTENCE, TENANT COVENANTS UPON NOTICE FROM LANDLORD OR ANY MORTGAGEE TO RESIST SUCH ACTION OR PROCEEDING AND DEFEND LANDLORD AND MORTGAGEE IN SUCH ACTION OR PROCEEDING, WITH THE EXPENSES OF SUCH DEFENSE PAID BY TENANT, AND LANDLORD WILL COOPERATE AND ASSIST IN THE DEFENSE OF SUCH ACTION OR PROCEEDING IF REASONABLY REQUESTED TO DO SO BY TENANT. TENANT’S INDEMNITY OBLIGATIONS HEREUNDER SHALL BE PAYABLE AND PERFORMABLE WITHOUT DEDUCTION OR OFFSET. ADDITIONALLY, ALL TENANT’S OBLIGATIONS IN THIS LEASE TO INDEMNIFY, DEFEND, AND HOLD LANDLORD OR ANY MORTGAGEE, AND ANY OTHER INDEMNIFIED PERSONS OR ENTITIES HARMLESS HEREUNDER SHALL ALSO ACCRUE TO THE BENEFIT OF LANDLORD’S OR MORTGAGEE’S, AND SUCH OTHER PERSONS’ OR ENTITIES’ PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, TRUSTEES, BENEFICIAL OWNERS, MEMBERS, MANAGERS, AGENTS, EMPLOYEES AND REPRESENTATIVES. TENANT WILL EMPLOY COUNSEL REASONABLY SATISFACTORY TO LANDLORD TO PROSECUTE, NEGOTIATE AND DEFEND ANY SUCH CLAIM, ACTION OR CAUSE OR ACTION, SO LONG AS NO DEFAULT HAS OCCURRED AND IS CONTINUING, AND TENANT IS DEFENDING LANDLORD FROM ALL CLAIMS, ACTIONS AND CAUSES OF ACTION AS REQUIRED UNDER THIS SECTION AND HAS THE FINANCIAL ABILITY TO SO INDEMNIFY LANDLORD, LANDLORD SHALL NOT HAVE THE RIGHT TO COMPROMISE OR SETTLE ANY SUCH CLAIM, ACTION OR CAUSE OF ACTION WITHOUT TENANT’S CONSENT. TENANT SHALL PAY ANY INDEBTEDNESS ARISING UNDER SAID INDEMNITY TO LANDLORD TOGETHER WITH INTEREST THEREON AT THE DEFAULT RATE, FROM THE DATE SUCH INDEBTEDNESS ARISES UNTIL PAID. TENANT’S INDEMNITY OF LANDLORD, LANDLORD’S MORTGAGEE AND LANDLORD’S AGENTS SURVIVES TERMINATION OF THIS LEASE.

9.3 Landlord Insurance. Landlord covenants and agrees that from and after the Effective Date, Landlord will carry and maintain, at its sole cost and expense (subject to reimbursement pursuant to Section 4.3) in force with respect to the Premises commercial general public liability insurance in form customarily written for the protection of owners, landlords, and tenants of real estate, which insurance shall provide coverage for both Landlord and Tenant of not less than $2,000,000 for each occurrence of bodily injury or property damage. Landlord further agrees at all times during the Lease Term and any other period of occupancy of the Premises by Tenant to maintain and keep in force with respect to the Property (i) an all-risk form of replacement value insurance against physical loss or damage on at least an eighty percent (80%) co-insurance basis, (ii) insurance against loss of rents, and (iii) commercial general liability insurance.

9.4 Tenant Insurance:

(a) Tenant covenants and agrees that from and after the Effective Date, Tenant will carry and maintain, at its sole cost and expense, the following types of insurance, in the amounts specified and in the form hereinafter provided for:

(i.) Liability insurance in the Commercial General Liability form (or reasonable equivalent thereto) covering the Premises and Tenant’s use thereof against claims for personal injury or death, property damage and product liability occurring upon, in or about the Premises and Tenant’s use thereof against claims for personal injury or death, property damage and product liability occurring upon, in or about the Premises, such insurance to be written on an occurrence basis (not a claims made basis), with combined, single limit coverage of not less than Two Million and No/100s Dollars ($2,000,000.00) per occurrence and Five Million and No/100s Dollars ($5,000,000.00) general aggregate. Such limits may be met in combination with Tenant’s umbrella/excess insurance. The insurance coverage required under this Section shall, in addition, extend to any liability of Tenant arising out of the indemnities provided for in this Lease and, if necessary, the policy shall contain a contractual endorsement to that effect. Without limitation of Section 9.4(c), the general aggregate limits under the Commercial General Liability insurance policy or policies must apply separately to the Premises and to the Tenant’s use thereof (and not to any other location or use of Tenant) and such policy shall contain an endorsement to that effect. The certificate of insurance evidencing the Commercial General Liability form of policy shall specify all endorsements required herein and shall specify on the face thereof that the limits of such policy apply separately to the Premises.

(ii.)

(A) Insurance on the “All Risk” or equivalent form on a replacement cost basis against loss or damage to any of Tenant’s personal property located on the Premises. Such insurance shall also include terrorism coverage and coverage for Tenant’s contents and personal property on a replacement cost basis;

(B) insurance on the “All Risk” or equivalent form against abatement or loss of rental by reason of the occurrences covered by the insurance describe in clause (A) above and by reason of any service interruptions in an amount equal to Base Rent and all Additional Rent for at least twelve (12) months following the occurrence of such casualty;

(C) boiler and machinery or equipment breakdown insurance covering property damage to the Premises and to the major components of any central heating, air conditioning or ventilation systems, and such other equipment as Landlord may require. The policy shall include coverage for business interruption due to mechanical equipment malfunctions, including expediting and extra expense in an amount usual and customary for similar risks, or as determined by Landlord, and having a reasonable deductible approved by Landlord; coverage shall be on a broad form comprehensive basis. Unless the insurance required in Sections 9.4 A, B and E is provided on a single policy, a Joint Loss Agreement between separate polices must be provided on each policy;

(D) (i) extent required by the laws of the State in which the Premises are located to the extent necessary to protect Landlord, Tenant, Mortgagee and the Premises against workmen’s compensation claims; and

(ii) employer’s liability insurance with limits not less than $1,000,000 per accident/disease/employee.

(E) whenever Tenant shall be engaged in making any alterations, repairs or construction work of any kind to the Premises (“Work”), Tenant shall obtain or cause its contractors to obtain completed value builder’s risk insurance and Tenant or its contractors shall obtain worker’s compensation insurance or other adequate insurance coverage covering all Persons employed in connection with the Work, whether by Tenant, its contractors or subcontractors and with respect to whom death or bodily injury claims could be asserted against Tenant or Landlord;

(F) Umbrella or Excess Coverage in the amount of $5,000,000.

(b) All policies of the insurance provided for in this Section shall be issued in form reasonably acceptable to Landlord by insurance companies with a rating of not less than “A”, in the most current available “Best’s Insurance Reports”, with a financial size reasonably consistent with the size and nature of the risk being insured and licensed to do business in the state in which the Premises is located. At the option of Tenant, Tenant shall have the right to provide to Landlord, in lieu of the actual policies of insurance, a certificate (executed by a duly authorized agent of the appropriate insurance carrier) which shall evidence the existence of all insurance required by this Section, in the form required and with applicable endorsements attached thereto. Each and every such policy:

(i.) shall name Landlord, any Mortgage, and any other party reasonably designed by Landlord, as an additional insured and/or mortgagee with mortgagee endorsement with respect to casualty and business interruption or insurance policies;

(ii.) shall be delivered to Landlord prior to delivery of possession of the Premises to Tenant and thereafter prior to the expiration of each such policy, and, as often as any such policy shall expire or terminate; provided that in connection with the expiration of any particular policy, Tenant shall be entitled to furnish a binder (or other written documentation reasonably acceptable to Landlord) to evidence the existence of coverage meeting the requirements of this Section, to be effective until issue of the actual policy. Renewal or additional policies shall be procured and maintained by Tenant in like manner and to like extent;

(iii.) shall contain a provision that the insurer waives any right of subrogation against Landlord;

(iv.) shall contain a provision that the insurer will give to Landlord and such other parties in interest at least ten (10) days’ notice in writing in advance of any material change, cancellation, termination or lapse, or the effective date of any reduction in the amounts of insurance; and

(v.) shall be written as a primary policy which does not contribute to and is not in excess of coverage which Landlord may carry.

(c) Any Insurance provide for in Section 9.4(a) may be maintained by means of a policy or policies of blanket insurance, covering additional items or locations or insured; provided, however, that:

(i.) Landlord and any other parties in interest from time to time designated by Landlord to Tenant shall be named as an additional insured and a loss payee thereunder as its interest may appear;

(ii.) the coverage afforded Landlord and any such other parties in interest will not be reduced or diminished by reason of the use of such blanket policy of insurance;

(iii.) any such policy or policies shall specify therein the amount of the total insurance allocated to the Tenant’s improvements and property at the Premises; and

(iv.) the requirements set forth in this Section 9.4 are otherwise satisfied.

(d) In the event that Tenant shall fail to carry and maintain the insurance coverages set forth in this Section, Landlord may procure such policies of insurance and Tenant shall promptly reimburse Landlord therefor.

(e) Landlord may, at any time but no more often than annually require a review of the insurance limits of liability to determine whether (i) the limits are reasonable and adequate in the then existing circumstances and (ii) such limits satisfy the requirements of any Mortgage with respect to the Premises. The review shall be undertaken on a date and at a time set forth in a Landlord’s notice requesting a review. If Landlord’s review determines that the limits do not meet the aforementioned standards, Landlord shall have the right to require Tenant to increase, add or adjust such limits to comply with such prevailing market standard or to comply with the requirements of any such Mortgage.

9.5 Waiver of Subrogation. EACH PARTY HEREBY WAIVES EVERY RIGHT OR CAUSE OF ACTION FOR THE EVENTS WHICH OCCUR OR ACCRUE DURING THE TERM FOR ANY AND ALL LOSS OF, OR DAMAGE TO, ANY OF ITS PROPERTY (WHETHER OR NOT SUCH LOSS OR DAMAGE IS CAUSED BY THE FAULT OR NEGLIGENCE OF THE OTHER PARTY OR ANYONE FOR WHOM SAID OTHER PARTY MAY BE RESPONSIBLE), WHICH LOSS OR DAMAGE IS COVERED BY VALID AND COLLECTIBLE FIRE, EXTENDED COVERAGE, “ALL RISK” OR SIMILAR POLICIES COVERING REAL PROPERTY, PERSONAL PROPERTY OR BUSINESS INTERRUPTION INSURANCE POLICIES, TO THE EXTENT THAT SUCH LOSS OR DAMAGE IS RECOVERED UNDER SAID INSURANCE POLICIES. Said waivers are in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with respect to any loss or damage to property of the parties hereto. Each party will give its insurance carrier written notice of the terms of such mutual waiver, and the insurance policies will be properly endorsed, if necessary, to prevent the invalidation of coverage by reason of said waiver.

ARTICLE 10
ACCESS TO THE PREMISES

10.1 Access to the Premises. Upon reasonable notice to Tenant and so long as permitted by applicable laws and regulations, Landlord and its authorized representative may enter the Premises at all reasonable times to determine whether the Premises are in good condition, to determine whether Tenant is complying with its obligations under this Lease, to perform any maintenance or repair of the Premises that Landlord has the right to perform, to serve, post or keep posted any notices required or allowed under the provisions of this Lease, to show the Premises to prospective brokers, agents, buyers, transferees, mortgagees or tenants, or to do any other act or thing necessary for the safety or preservation of the Premises. Landlord’s notice to Tenant of Landlord’s proposed entry shall state the purpose of the entry and shall identify the persons making the entry. In no event shall Tenant be entitled to an abatement of Rent or other compensation on account of any entry by Landlord, and Landlord shall not be liable in any manner for any inconvenience, loss of business or other damage to Tenant or other persons arising out of Landlord’s entry on the Premises in accordance with this Section. No entry upon the Premises, or other action by Landlord pursuant to this Section, shall constitute an eviction of Tenant, constructive or otherwise, entitle Tenant to an abatement of Rent or to terminate this Lease or otherwise release Tenant from any of Tenant’s obligations under this Lease. Landlord shall at all times have the right to enter in case of an emergency without giving notice to Tenant.

ARTICLE 11
FAILURE TO PERFORM, DEFAULTS, REMEDIES

11.1 Defaults.

(a) Each of the following is a “Default” by Tenant under this Lease:

(i.) Tenant fails to pay any installment of Rent or other amount due hereunder and such failure continues for a period of five (5) business days after written notice to Tenant. If more than one (1) such failure occurs in any calendar year, Tenant is not entitled to any notice of, or period to cure any subsequent failure, and any such subsequent failure is an immediate Default.

(ii.) Tenant fails to obtain or maintain insurance as required by this Lease.

(iii.) Tenant fails to comply with any provision of this Lease, other than the payment of Rent or the obligations to maintain insurance, and does not cure such failure within thirty (30) days after written notice thereof to Tenant; provided, that if such failure is not of the type that reasonably can be cured within such thirty (30) day period, then the continuation of such failure or refusal for a period of such reasonable time following such written notice to cure such failure if Tenant promptly commences and diligently pursues and completes such cure within such thirty (30) day period.

(iv.) The filing or execution or occurrence of a petition in bankruptcy or other insolvency proceeding by or against Tenant which is not dismissed within sixty (60) days of its filing or entry.

(v.) Any other Default as specified in any other provision of this Lease.

(b) If a Default occurs and is also not cured by Tenant or by any leasehold Mortgagee within the applicable cure period, if any, Landlord may, at its option, and in its sole discretion, give to Tenant a notice of intention to terminate Tenant’s right to possession of the Premises after expiration of thirty (30) days from the date of service of the notice. If Landlord elects to give such notice, at the expiration of the thirty (30) days, Tenant’s right to possession of the Premises will expire and all of the right, title and interest of Tenant to possession of the premises will end. Tenant’s liability under all of the provisions of this Lease will continue notwithstanding any expiration and surrender, and notwithstanding any re-entry, repossession or dispossession under the terms of this Lease. Further, Tenant shall pay to Landlord upon demand any reasonable legal fees and costs and expenses incurred by Landlord as a result of Tenant’s Default.

11.2 Remedies. Without any notice or demand except as elsewhere provided in this Lease (Tenant hereby waiving notice to quit) if a Default occurs and is also not cured by Tenant or any leasehold Mortgagee within the applicable cure period, if any, Landlord has the option to pursue any one or more of the following remedies, together with any other remedies available to Landlord under this Lease or at law or in equity.

(a) Change the locks of the Premises without Tenant’s consent, Landlord will post a notice on the door of the Premises informing Tenant where a new key may be obtained. However, Landlord is under no obligation to furnish Tenant with a new key for the Premises unless and until Tenant has cured the Default.

(b) Upon written notice to Tenant, terminate Tenant’s right to possession of the Premises, in which event Tenant will immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy for possession or arrearages in Rent, enter upon and take possession and expel or remove Tenant and any other person who may be occupying any portion of the Premises, by force if necessary, without being liable for prosecution or any claim of damages therefor. Tenant shall pay to Landlord on demand all of Landlord’s damages due to such termination of possession, and Tenant shall immediately become liable to Landlord for the amount by which the Rent and all other charges that would be payable by Tenant during the unexpired balance of the Term.

(c) Upon written notice to Tenant, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying any portion of the Premises, by force if necessary, without being liable for prosecution or any claim for damages therefor. Landlord is under no obligation to, but may relet the Premises and receive the rent therefor under terms and conditions acceptable to Landlord in its sole discretion and judgment. Tenant shall pay to Landlord within ten (10) days after written notice by Landlord, as liquidated damages, sums equivalent to the monthly Rent reserved hereunder less the avails of reletting, if any. Tenant shall also pay within ten (10) days after written notice, any additional amounts expended or incurred by Landlord including but not limited to amounts expended in renovating, repairing and altering the Premises for a new tenant including leasing commissions and inducements reasonably necessary to relet the Premises. Notwithstanding any reletting hereunder, Landlord has the right, at its option, to terminate this Lease.

(d) Enter upon the Premises, by force if necessary, without being liable for prosecution or any claim for damages therefor, and do whatever Tenant is obligated to do under the terms of this Lease; and Tenant shall reimburse Landlord, on demand, as Additional Rent, for any expenses Landlord incurs. Neither Landlord nor Landlord’s agents will be liable for any damages to Tenant or Tenant’s agents due to such action, whether caused by the negligence of Landlord or Landlord’s agents or otherwise, but excluding gross negligence.

(e) Cure the Default at the expense of Tenant, and Tenant shall reimburse Landlord on demand for any amount expended by Landlord in connection with the cure, plus an administrative fee of fifteen (15%) percent, with all amounts accruing interest at the Default Rate (hereafter defined).

(f) Landlord may terminate this Lease by giving Tenant written notice thereof, in which event Tenant shall pay to Landlord upon demand the sum of: (A) all Rent accrued hereunder the date of termination; (B) all amounts due under Section 11.2(d) or any other provision of this Lease; and (C) an amount equal to (x) the total Rent that Tenant would have been required to pay for the remainder of the Term of this Lease had this Lease not been terminated discounted to present value at a per annum rate equal to four percent (4%) minus (y) the then present fair rental value of the Premises for such period, similarly discounted.

Landlord may remove and store in any warehouse, at Tenant’s cost, or, in Landlord’s sole discretion, Landlord may deem abandoned by Tenant and dispose of accordingly any property belonging to Tenant, or otherwise found upon the Premises at the time of re-entry, termination of this Lease or Termination of Tenant’s right to possession of the Premises. Pursuit of any of the foregoing remedies is not a forfeiture or waiver of any Rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the provisions herein contained. Tenant shall pay all Rent and Additional Rent to Landlord without any set-off or counterclaim.

The foregoing rights and remedies are cumulative and in addition to any other rights granted to Landlord by law, and the exercise of any of them is not an election excluding the exercise by Landlord at any time of a different or inconsistent remedy. The failure of Landlord at any time to exercise any right or remedy is not a waiver of its right to exercise such right to exercise such right or remedy at any other further time.

11.3 Breach by Tenant. IN THE EVENT OF ANY BREACH OR THREATENED BREACH BY TENANT OR TENANT’S AGENTS OF ANY COVENANTS, AGREEMENTS, TERMS OR CONDITIONS IN THIS LEASE, LANDLORD IS ENTITLED TO ENJOIN SUCH BREACH OR THREATENED BREACH AND, IN ADDITION TO THE RIGHTS AND REMEDIES PROVIDED HEREUNDER, WILL HAVE ANY OTHER RIGHT OR REMEDY ALLOWED AT LAW OR EQUITY, BY STATUTE OR OTHERWISE THE PROVISIONS OF THIS ARTICLE WILL BE CONSTRUED CONSISTENT WITH [TEXAS] LAW, SO THAT REMEDIES OF LANDLORD HEREIN DESCRIBED ARE AVAILABLE TO LANDLORD TO THE FULL EXTENT BUT ONLY TO THE EXTENT THAT THEY ARE NOT INVALID OR UNENFORCEABLE UNDER [TEXAS] LAW.

11.4 Payments. If any payment of Base Rent or any other sum due from Tenant to Landlord under this Lease is not received within ten (10) days of when due, Tenant shall pay to Landlord on demand a late charge of five percent (5%) of the past due amount. All amounts (including Rent) not paid when due will bear interest from the rate originally due until the date fully paid at the lesser of (i) eighteen (18%) per annum or (ii) the highest lawful rate permitted by applicable [Texas] law (the “Default Rate”). Time is of the essence in Tenant’s payment of Rent and Tenant’s performance of every provision of this Lease.

11.5 Landlord’s Default. Landlord shall be deemed in default of this Lease (“Landlord Default”) if Landlord fails to perform any term, covenant or condition of Landlord under this Lease, and fails to cure such default within a period of thirty (30) days after notice from Tenant specifying such default (or if the default specified by Tenant is not capable of cure within such thirty (30)-day period, if Landlord fails immediately after notice from Tenant to commence to cure such default and diligently to pursue completion of such cure during and within a reasonable time after such thirty (30)-day period). Upon a Landlord Default, Tenant shall have the right to pursue all remedies at law, in equity or under this Lease, provided Tenant shall not have self-help rights or offset rights.

ARTICLE 12
QUIET ENJOYMENT: RESERVATIONS BY LANDLORD; NO CONSTRUCTivE EVICTION

12.1 Quiet Enjoyment. Landlord will warrant unto Tenant and defend the Premises against the claim of all persons whomsoever claiming by, through or under Landlord (but not otherwise), and so long as long as Tenant is not in Default, Tenant will have peaceful and quiet possession of the Premises and the other rights under this Lease free of any claims of persons claiming adversely thereto by, through or under Landlord.

12.2 No Constructive Eviction. No act or failure to act by Landlord or Landlord’s agents during the Term to enforce the terms of this Lease will constitute an eviction or acceptance of surrender of the Premises. No agreement to accept surrender of the Premises is valid unless in writing signed by Landlord, and no employee of Landlord has any power to accept such surrender prior to the termination of this Lease. Tenant’s deliver of keys to any employee of Landlord is not a termination of this Lease or a surrender of the Premises.

ARTICLE 13
COMMUNICATIONS

13.1 Communications. All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments, and other instruments given pursuant to this Lease shall be in writing and given by any one of the following: (a) hand delivery; (b) express overnight delivery service; (c) certified or registered mail, return receipt requested; or (d) email as specified below. All notices shall be deemed given three (3) business days following deposit in the United States mail with respect to certified or registered letters, one (1) business day following deposit if delivered to an overnight courier guaranteeing next day delivery, and on the same day if sent by personal delivery or if by email as specified below. Attorneys for each party shall be authorized to give notices for each such party. Notices sent by certified or registered mail must be additionally be sent by email.

Email notification is permitted under this Agreement, provided that email notification shall be deemed to have been received by the recipient solely when the intended recipient actively replies to the email acknowledging receipt. Notice sent by email that is not replied to by recipient shall not be considered adequate written notice under this Agreement, and the noticing party must employ an alternate method of notice, one that is contemplated by this section, to notice the receiving party. Notices shall be provided to the parties and addresses (or electronic mail addresses) specified in Section 1.3 above or to such other address(es) provided in writing.

ARTICLE 14
RIGHT OF FIRST OFFER and PUT right

14.1 Right of First Offer. If Landlord determines during the initial or any renewal term of this Lease in its sole and absolute discretion to sell all of the Premises to a third party (excluding a transfer, sale or conveyance to a parent corporation, controlled subsidiary, affiliate or related entity of Landlord), then, prior to offering the Premises for sale to third parties, Landlord shall notify Tenant of Landlord’s desire to sell the Premises. Landlord’s notice shall contain the general terms and conditions upon which Landlord is willing to sell the Premises, however, any such terms and conditions shall serve only as a basis for further negotiations and shall not be binding on either party unless and until incorporated into a formal written purchase agreement duly executed and acknowledged by Landlord and Tenant. Tenant shall have fifteen (15) days following the date of such notice within which to notify Landlord of Tenant’s desire to purchase the Premises. If Tenant thus timely notifies Landlord of Tenant’s desire to purchase the Premises, then the parties shall have thirty (30) days following the date of Landlord’s original notice to Tenant within which to attempt to negotiate mutually acceptable terms and conditions for the sale of the Premises to Tenant and to enter into a binding written purchase agreement for the Premises. If Landlord and Tenant fail to thus enter into a written purchase agreement within said thirty (30) day period, or if Tenant fails to timely notify Landlord of Tenant’s desire to purchase the Premises within the fifteen (15) day period, then this right of first offer shall thereupon expire and be of no further force and effect. This right of first offer shall not survive a sale of the Premises to a third party and shall not survive expiration or termination of this Lease. This provision shall not apply to any lender who is not an owner or affiliate of Landlord who accepts a deed to the Premises from Landlord in lieu of foreclosure or to any sale in foreclosure of said lender’s mortgage or exercise of a power of sale by a trustee under a deed of trust in which said lender is beneficiary.

14.2 Put Right. Landlord shall have the option to sell the Property to Tenant or an affiliate on July 15, 2029 (“Put Closing Date”) pursuant to the terms set forth in this Section 14.2 (the “Put Right”). Landlord may exercise its Put Right by providing written notice to Tenant no later than January 17, 2029. Failure to timely exercise such Put Right shall be deemed a waiver of the Put Right. In the event Landlord exercises the Put Right, Tenant shall close on the acquisition of the Property no later than the Put Closing Date and shall pay to Landlord (i) a purchase price equal to $14,672,132.20 (the “Put Amount”) and (ii) all closing costs associated with the consummation of the transaction, including without limitation, recording costs and fees, closing costs, stamp or transfer tax and escrow fees. Upon Landlord’s receipt of the Put Amount and Tenant’s payment of the Closing Costs, Landlord shall deliver to Tenant (i) a special warranty deed conveying all of Landlord’s right, title and interest in the Property, (ii) a quitclaim bill of sale conveying any of Landlord’s right, title and interest in the personal property located on the Property, including but not limited to, Landlord’s Property and Tenant’s Property (as defined in Section 6.6 above) and (iii) a release of mortgage releasing the then current Mortgage encumbering the Property. The Property shall be conveyed by Landlord “as is, where is” without any representation or warranty. Failure of Tenant to comply with the terms of this Section 14.2 shall be a Default under the Lease, any amount due hereunder that is not paid on or before the Put Closing Date shall accrue interest at the Default Rate and Landlord shall have all rights and remedies available under Article 11 of this Lease. This Lease shall be contingent upon the execution of a Guaranty of Tenant’s put obligation by the principal owners of the Tenant.

ARTICLE 15
MISCELLANEOUS PROVISIONS

15.1 Tenant Estoppel Certificates. At any time, and from time to time, either party shall, upon not less than ten (10) business days prior written notice from the other, execute, acknowledge and deliver to the other a written statement containing all information reasonably requested by the other including but not limited to (a) certification that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and stating the modifications), (b) a statement regarding the dates to which Tenant has paid the Rent and other charges hereunder, (c) a statement that neither Tenant, nor Landlord, are in Default of any of its obligations under this Lease, or if applicable, the nature of any claim of Default on the part of the other, (d) a statement of the amount of monthly Rent plus Rent increases, if any, (e) a statement of the address to which notices to the other should be sent, and (f) such other information as may be reasonably requested. Any such statement delivered pursuant hereto may be relied upon by any owner of the Premises, any prospective purchaser of the Premises, and any present or prospective mortgage, deed of trust holder or trustee for bond holders with respect to the Premises or of Landlord’s interest or of Tenant’s interest.

15.2 Financial Statements. Upon written request, Tenant agrees to deliver to Landlord a current financial statement for Tenant and Guarantor, provided such financial statement shall not be required more than one (1) time per year. Notwithstanding the foregoing, Tenant shall have no obligation to provide any financial statement as set forth herein until Landlord provides to Tenant a commercially reasonable confidentiality agreement binding Landlord, any affiliates or property manager, and any such lender or purchaser in form reasonably satisfactory to Tenant.

15.3 Brokerage Fees. Each of the parties represent and warrant that there are no claims for brokerage commissions or finder’s fees in connection with the execution of this Lease and each of the parties agrees to indemnity the other against, and hold it harmless from, any expense or liability for commissions or other compensation or charges claimed by any other broker or agent with respect to this Lease. Landlord shall be responsible for payment of the brokerage commissions pursuant to a separate written agreement.

15.4 Attorneys’ and Professionals’ Fees.

(a) Tenant shall reimburse Landlord upon demand for reasonable attorneys’ fees incurred by Landlord related to Tenant’s Default, late payments or incurred due to Tenant’s action or inaction or failure to perform under this Lease. In the event of litigation concerning this Lease, the prevailing party is entitled to reimbursement of its cost respecting such suit, or settlement thereof, including reasonable attorneys’ fees and fees of consultants, auditors, appraisers and other similar professionals.

(b) In addition to any other amounts payable hereunder by Tenant, Tenant acknowledges and agrees that whenever it makes a request of Landlord or seeks Landlord’s consent or approval for any matter which requires Landlord’s approval under this Lease and which is of such a nature that Landlord is reasonable in engaging consultants or other professional advisors to review such matter, then Tenant shall pay all reasonable out-of-pocket costs and expenses incurred by Landlord (including without limitation, reasonable attorneys’ fees and expenses) arising out of the foregoing; provided, that prior to incurring such costs and expenses Landlord shall notify Tenant that it intends to engage such consultants or advisors and shall provide an estimate of their charges (the “Cost Reimbursement Notice”). If Tenant notifies Landlord in writing within three (3) business days after Landlord delivers a Cost Reimbursement Notice that it is withdrawing the applicable request for Landlord’s consent or approval, then Tenant shall not be obligated to reimburse Landlord’s cost with respect to such matter.

15.5 Liability of Landlord. Neither Landlord, Landlord’s agents, nor any member of any joint venture, partnership, tenancy-in-common, pension fund, association or other form of joint ownership that forms Landlord has any personal liability under this Lease. Tenant will look solely to the right, title and interest of Landlord in the Property for the satisfaction of its remedies. Landlord may transfer and assign, in whole or in part, its rights and obligations in the Premises, in which case Landlord shall have no further liability hereunder from and after the date of such transfer and assignment.

15.6 Representations and Warranties.

(a) Tenant represents, warrants and agrees that if Tenant is a corporation (including an form of professional association or corporation), limited liability company, or partnership (general or limited): (i) the individual executing this Lease is duly authorized to execute and deliver this Lease on behalf of Tenant in accordance with Tenant’s organizational documents; (ii) this Lease is binding upon Tenant; (iii) Tenant is duly organized and legally existing in the state of its organization and is qualified to do business in the State in which the Premises is located; and (iv) upon Landlord’s request Tenant will provided Landlord satisfactory evidence of such authority.

(b) In order to induce Tenant to enter into this Lease, Landlord represents and warrants to Tenant as of the Effective Date (unless stated otherwise below), and Landlord covenants with Tenant as follows:

(i.) This Lease does not violate the provisions of any instrument heretofore executed by Landlord, or, to the best of Landlord’s knowledge, any other instrument affecting or encumbering the Premises.

(ii.) Landlord shall promptly forward to Tenant any notice or other communication received by Landlord from any owner of property adjoining or adjacent to the Premises or from any municipal or other governmental authority or from any other party, in connection with any hearing or other administrative proceeding relating to any proposed zoning, building code, signage, or related variance affecting the Premises or any adjoining or adjacent property, which, if granted, could affect Tenant’s use or occupancy of the Premises, the conduct of Tenant’s business therein, or Tenant’s rights and benefits under this Lease.

(iii.) Landlord is a limited liability company and: (i) the individual executing this Lease is duly authorized to execute and deliver this Lease on behalf of Landlord in accordance with Landlord’s organizational documents; (ii) this Lease is binding upon Landlord; (iii) Landlord is duly organized and legally existing in the state of its organization and is qualified to do business in the state in which the Premises is located; and (iv) upon Tenant’s request Landlord will provided Tenant satisfactory evidence of such authority.

15.7 Landlord Approval. Landlord’s approval when required under this Lease is non-technical and non-legal in nature, and Tenant remains responsible for all technical and legal aspects of any item requiring Landlord’s approval.

15.8 Headings, Miscellaneous. The headings of all articles, sections and subsections contained herein are for convenience only and do not define, limit or construe the contents of such articles, sections and subsections. All negotiations, considerations, representations and understandings between the parties are incorporated herein and are superseded hereby. There are no terms, obligations, covenants, statements, representations, warranties or conditions relating to the subject matters hereof other than those specifically contained herein. This Lease may not be amended or modified by any act or conduct of the parties or by oral agreements unless reduced and agreed to in writing signed by both Landlord and Tenant. No Waiver of any of the terms of this Lease is binding upon Landlord or Tenant unless reduced to writing and signed by Landlord or Tenant, as the case may be.

15.9 Force Majeure. If Landlord or Tenant is prevented or delayed in the performance of any of its covenants or obligations hereunder (other than Tenant’s obligation to pay Rent or other monetary obligation hereunder) by circumstances beyond its control (including, but not limited to governmental regulations or prohibitions), the performance of such covenants or obligations shall be excused for the period of the delay and the period for the performance of such covenants or obligations shall be extended for a period equal to the period of such delay plus any reasonable period of time attributable to remedying such delay (including, but not limited to, time associated with collateral damages or losses caused by delay (the terms “damages” and “losses” being liberally construed and interpreted as broadly as possible)); provided, however, the party so delayed or prevented from performing shall exercise good faith efforts to remedy any such cause of delay or cause preventing performance.

15.10 Entire Agreement. This Lease, including its exhibits, and any addendum attached hereto set forth the entire agreement between Landlord and Tenant, and there are no other oral or written agreements between them. All prior oral or written agreements are merged herein and superseded by this Lease.

15.11 Governing Law. THIS LEASE IS GOVERNED BY THE LAWS OF THE STATE OF WHEREIN THE PREMISES IS LOCATED.

15.12 Lease Not Binding Until Fully Executed. The submission of this Lease to Tenant is not an offer, it is a lawful and binding agreement upon the Tenant and Landlord, collectively and individually upon execution by Tenant and Landlord. This instrument is not effective as a Lease or otherwise unless and until executed by and distributed to both Landlord and Tenant. The absence of any exhibit(s) shall not limit, reduce, nullify and/or void the binding nature of this Lease upon its execution; as such, if any exhibit(s) is/are absent upon execution of this Lease, it is understood and acknowledged that any such absence does not affect the willingness of either the Landlord or Tenant to fully execute this Lease.

15.13 Successors and Assigns. This Lease is binding upon and insures to the respective parties herein, their heirs, executors, administrators, successors and permitted assigns whomever.

15.14 Non-Waiver. Neither Landlord’s nor Tenant’s failure to enforce or require strict performance of any provision of this Lease, nor Landlord’s acceptance of Rent with knowledge of a breach is a waiver of such breach or any further breach.

15.15 Counterparts. To facilitate execution, this Lease may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Lease to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

15.16 Survival of Obligations. The obligation to pay any sums due to either party from the other that by the terms herein would not be payable, or are incapable of calculation, until after the expiration or sooner termination of this Lease shall survive and remain a continuing obligation until paid. All indemnity obligations under this Lease shall survive the expiration or earlier termination of this Lease.

15.17 Time of Essence. In all instances where either party is required hereunder to pay any amount to do any act at a particular indicated time or within any indicated period, it is understood that time is of the essence.

15.18 Landlord Non-Responsibility. Notice is hereby given that Landlord shall not be liable for any labor, services or materials furnished or to be furnished to Tenant, or to anyone holding any of the Premises through or under Tenant, and that no mechanic’s or other liens for any such labor, services or materials shall attach to or affect the interest of Landlord in and to any of the Premises. Upon request of Landlord, Tenant shall execute, acknowledge and record any instrument necessary or appropriate to give timely public notice of the provisions of the immediately preceding sentence.

15.19 Landlord and Tenant Relationship. Nothing in this Lease will be deemed to create a relationship between the parties to this Lease of principal and agent, partnership, joint venture, or other relationship other than that of landlord and tenant. Tenant will have no right to enter into any agreements on behalf of Landlord.

15.20 Use of Gender, Number, and References. All personal pronouns used in this Lease, whether used in the masculine, feminine, or neuter gender, will include all other genders. Unless, the context otherwise requires, words of the singular number include the plural and is the plural include the singular. Capitalized terms used herein will have the meaning assigned thereto herein. Wherever the terms “hereof”, “hereby,” “herein,” or words of similar import are used in this Lease, they will be construed as referring to this Lease in its entirety rather than to a particular section or provisions, unless the context specifically indicates the contrary. As used in this Lease, the term “including” shall mean “including, but not limited to,”

15.21 Legal Construction. If any one or more of the provision contained in this Lease is for any reason held to be invalid, illegal, or unenforceable in any respect, and the basis of the bargain between the parties to this Lease is not destroyed or rendered ineffective thereby, such invalidity, illegality, or unenforceability, to the extent possible, will not affect any other provision thereof. Moreover, so far as is reasonable and possible, effect will be given to the intent manifested by the portion held invalid, illegal, or unenforceable. It is further the intention of Landlord and Tenant that if any provision of this Lease is capable of two constructions, one of which would render the provisions invalid, illegal, or unenforceable and the other of which would render the provision valid, legal, or enforceable and the other of which would render the provision valid, legal, or enforceable, then the provision will have the meaning that renders it valid, legal, or enforceable.

15.22 Business Days. All references to “business days” contained herein are references to normal business days, i.e., Monday through Friday of each calendar week, exclusive of federal and national bank holidays. In the event that any event hereunder is to occur, or a time period is to expire, on a date which is not a business day, such event shall occur or time period shall expire on the next succeeding business day. Each reference in this Lease to a number of “days” shall mean calendar days unless the reference specifies “business days”.

15.23 Waiver of Trial by Jury. LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASE HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE OR THE OBLIGATIONS EVIDENCED HEREBY, OR ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT TO EACH OF LANDLORD AND TENANT IN ENTERING INTO THIS LEASE.

15.24 Patriot Act Representation. Landlord and Tenant each represent to the other that: (1) its property interests are not blocked by Executive Order No. 13224, 66 Fed. Reg. 49079; (2) it is not a person listed on the Specially Designated Nationals and Blocked Person list of the Office of Foreign Assets Control of the United States Department of the Treasury, and (3) it is not acting for or on behalf of any person on that list.

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IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed by their respective representatives thereunto duly authorized, as of the date first above written.

	LANDLORD:

	GCP Southland, LLC, a Nebraska limited liability company

	By:	Goldenrod Capital Advisors, LLC a Nebraska limited liability company.

	By:
		Zachary A. Wiegert, Manager

	TENANT:

	Southland Holdings, Inc., a Delaware corporation

	By:

	Name:

	Title:

Exhibit A

Property Legal Description

TRACT 1:

LOT 1, BLOCK 1, SOUTHLAND ADDITION, AN ADDITION TO THE CITY OF GRAPEVINE, DALLAS COUNTY, TEXAS, ACCORDING TO THE PLAT THEREOF RECORDED UNDER CLERK’S FILE NO. 202000253015, MAP RECORDS, DALLAS COUNTY, TEXAS.

TRACT 2:

NON-EXCLUSIVE EASEMENT ESTATE CREATED BY THAT CERTAIN DECLARATION OF EASEMENTS AND RESTRICTIVE COVENANTS DATED SEPTEMBER 30, 2015, EXECUTED BY THE CITY OF GRAPEVINE, FILED OF RECORD OCTOBER 1, 2015, RECORDED UNDER CLERK’S FILE NO. 201500263864, REAP PROPERTY RECORDS, DALLAS COUNTY, TEXAS.

Exhibit B

Rent Schedule

Time Period	Annual Base Rent	Monthly Base Rent
7/15/2024 – 7/31/2025	$1,056,000.00	$88,000.00
8/1/2025 – 7/31/2026	$1,082,400.00	$90,200.00
8/1/2026 – 7/31/2027	$1,109,460.00	$92,455.00
8/1/2027 – 7/31/2028	$1,137,196.50	$94,766.38
8/1/2028 – 7/31/2029	$1,165,626.41	$97,135.53
8/1/2029 – 7/31/2030	$1,194,767.07	$99,563.92
8/1/2030 – 7/31/2031	$1,224,636.25	$102,053.02
8/1/2031 – 7/31/2032	$1,255,252.16	$104,604.35
8/1/2032 – 7/31/2033	$1,286,633.46	$107,219.45
8/1/2033 – 7/31/2034	$1,318,799.30	$109,899.94
8/1/2034 – 7/31/2035	$1,351,769.28	$112,647.44
8/1/2035 – 7/31/2036	$1,385,563.51	$115,463.63
8/1/2036 – 7/31/2037	$1,420,202.60	$118,350.22
8/1/2037 – 7/31/2038	$1,455,707.66	$121,308.97
8/1/2038 – 7/31/2039	$1,492,100.35	$124,341.70
8/1/2039 – 7/31/2040	$1,529,402.86	$127,450.24
8/1/2040 – 7/31/2041	$1,567,637.94	$130,636.49
8/1/2041 – 7/31/2042	$1,606,828.88	$133,902.41
8/1/2042 – 7/31/2043	$1,646,999.61	$137,249.97
8/1/2043 – 7/31/2044	$1,688,174.60	$140,681.22

Exhibit 10.5

LEASE AGREEMENT

BY AND BETWEEN

GCP SOUTHLAND, LLC,

a Nebraska limited liability company

AS LANDLORD

AND

SOUTHLAND HOLDINGS, INC.,

a Delaware corporation

AS TENANT

Effective Date: July ___, 2024

LEASE AGREEMENT

ARTICLE 1
BASIC LEASE TERMS, PROVISIONS AND DEFINITIONS

1.1 Landlord. GCP Southland, LLC

1.2 Tenant. Southland Holdings, Inc.

1.3 Parties and Notice Addresses.

	Landlord:	GCP Southland, LLC 14606 Branch Street, Suite 100 Omaha, NE 68154 Attn: Zachary Wiegert Email: zwiegert@goldenrodcompanies.com

		With a copy of all notices to be sent to:

		Goldenrod Companies 14606 Branch Street, Suite 100 Omaha, NE 68154 Attn: Kendra Ringenberg Email: kringenberg@goldenrodcompanies.com

	Tenant:	Southland Holdings, Inc. 1100 Kubota Drive Grapevine, Texas 76051 Attn: Cody Gallarda Cgallarda@slnd.com

1.4 Premises. That certain real property located at 3601 South Burleson Boulevard, Alvarado, Texas and all improvements and fixtures located thereon (collectively, the “Improvements”), as legally described on Exhibit “A” attached hereto. The Premises is sometimes referred to herein as the “Property.”

1.6 Renewal Options. Two (2) options of five (5) years each.

1.7 Commencement Date. July [15], 2024.

1.11 Security Deposit. $67,585.08 payable on the Effective Date. Upon the occurrence of any event of Default (as hereinafter defined) by Tenant, Landlord may, from time to time, without prejudice to any other remedy, use the security deposit paid to Landlord by Tenant as herein provided to the extent necessary to make good any arrears of Rent (as hereinafter defined) and any other damage, injury, expense or liability caused to Landlord by such event of Default. Following any such application of the security deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the security deposit to the amount thereof existing prior to such application. Any remaining balance of the security deposit shall be returned by Landlord to Tenant within sixty (60) days after the termination of this Lease and after Tenant provides written notice to Landlord of Tenant’s forwarding address; provided, however, Landlord shall have the right to retain and expend such remaining balance (a) to reimburse Landlord for any and all rentals or other sums due hereunder that have not been paid in full by Tenant and/or (b) for cleaning and repairing the Premises if Tenant shall fail to deliver same at the termination of this Lease in a neat and clean condition and in as good a condition as existed at the date of possession of same by Tenant, ordinary wear and tear only excepted. Tenant shall not be entitled to any interest on the security deposit. Such security deposit shall not be considered an advance payment of rental or a measure of Landlord’s damages in case of an event of Default by Tenant.

ARTICLE 2
premises

ARTICLE 3
TERM

ARTICLE 4
RENT

ARTICLE 5
REPAIR, Maintenance and operation

5.2 Repair and Maintenance. Tenant shall be responsible for operating, maintaining, protecting, managing, replacing and repairing the Premises and the Improvements. Tenant, at its expense, shall promptly make all repairs and replacements and perform all maintenance in and to the Property and all equipment and fixtures therein or appurtenant thereto, that are necessary or desirable in order to keep the Property in good order, condition and repair and in safe, dry and tenantable condition. Without limiting the generality of the foregoing, Tenant, at its expense, shall maintain, repair and replace the Premises at all times in the same or better condition than the condition noted in that certain Property Condition Assessment, prepared by Nova Group, Identified as Project No. V24-4437 and dated as of June 11, 2024 (the “PCA”) and shall make all required or recommended repairs identified in the PCA at its sole cost and expense.

ARTICLE 6
TENANT’S use OF PREMISES

6.6 Tenant’s Personal Property. Landlord and Tenant hereby agree and acknowledge that (i) any server or ancillary IT equipment affixed to the Improvements shall be included as part of Tenant’s Property (as hereinafter defined), (ii) except such personal property identified in (i) above, all lighting or lighting fixtures; wall coverings; drapes, blinds or other window coverings; carpets or other floor coverings and all fixtures, equipment, building systems and support for building systems, including but not limited to, main service entry, HVAC system, panels and all transformers servicing the Improvements, and any other fixtures, trade fixtures, equipment or other property physically attached to the Improvements are owned by Landlord and deemed part of the Premises (“Landlord’s Property”) and (iii) all of Tenant’s signage, furniture, office equipment, trade fixtures, machinery and production equipment that is not affixed to the Improvements that is now or hereinafter located on the Property shall be deemed owned by Tenant (“Tenant’s Property”). Tenant’s Property shall also include any inventory, raw materials, work in progress, supplies and related personal property now or hereafter located on the Property. All of Landlord’s Property and any other fixtures located on the Premises and affixed to the Improvements, and any replacements thereof, shall be deemed part of the Improvements and owned by Landlord. ALL PERSONAL PROPERTY, BETTERMENTS AND IMPROVEMENTS IN THE PREMISES, OR RELATED FACILITIES, WHETHER OWNED, LEASED OR INSTALLED BY LANDLORD, TENANT OR ANY OTHER PERSON, ARE AT TENANT’S SOLE RISK, AND NEITHER LANDLORD NOR LANDLORD’S AGENTS WILL BE LIABLE FOR, ANY DAMAGE THERETO OR LOSS THEREOF FROM ANY CAUSE INCLUDING BUT NOT LIMITED TO THEFT, MISAPPROPRIATION, CASUALTY, OVERFLOWING OR LEAKING OF THE ROOF, THE BURSTING OR LEAKING OF WATER, SEWER OR STEAM PIPES, OR FROM HEATING OR PLUMBING FIXTURES (BUT NOT FROM THE NEGLIGENT ACTS, OMISSIONS OR WILLFUL MISCONDUCT OF LANDLORD OR LANDLORD’S AGENTS).