PSA SELLER EXECUTION.PDF

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
PURCHASE CONTRACT
C-18-13-005-3-01
This agreement (the “Purchase Contract”) is made on this ______ 30th day of ________________, April 2021, by and between,
MARICOPA COUNTY, a political subdivision of the State of Arizona, as Buyer, and Fiesta Tech Owners, LLC, an Arizona
limited liability company, as Seller, who, together shall be also known as “the Parties”.
For and in consideration of the mutual covenants, conditions and promises contained herein, the parties hereto agree as follows:
1. Agreement to Buy and Sell the Property. Upon execution by the parties, this Purchase Contract shall constitute an
integrated, binding and effective agreement on the part of the Seller to sell and the Buyer to buy the real property and
all improvements, rights, privileges and easements appurtenant thereto located at 1325 N Fiesta, Gilbert, Arizona, (the
"Property"), on the terms and conditions contained in this Purchase Contract. The legal description of the Property is
as follows:
SEE Attachment “A” Property Legal Description which is attached hereto and made a part hereof.
2. Agreement in Lieu of Escrow Instructions. In lieu of printed Escrow Instructions the terms of this Purchase Contract
shall prevail and act as instructions to the escrow agent.
3. Escrow Agent. The Parties hereby designate Jason Bryant of Security Title Agency (the "Escrow Agent"), as their
escrow agent in connection with the sale of the Property on the terms and conditions set forth herein.
4. Consideration for Purchase of the Property. The consideration for the purchase of the Property shall consist of the
consideration set forth in the following Paragraph 4.1.
4.1. The purchase price for the Property is Eight Million Two Hundred Fifty Thousand Dollars ($8,250,000.00),
payable in legal tender of the United States of America (the “Purchase Amount”). Buyer and Seller shall
share payment of escrow fees and each party shall be responsible for its own legal fees. Buyer shall be
responsible for all transfer, recordation and conveyance taxes and fees. In addition to the foregoing, the
parties shall prorate all association assessments, and rents and other amounts under the Lease.
4.2 Within three (3) business day after Maricopa County Board of Supervisor’s Approval and Seller’s execution
of this Purchase Contract, Buyer shall open escrow on this transaction by placing an earnest money deposit (the
“Earnest Money Deposit”) in the amount of Five Hundred Thousand Dollars ($500,000) in an interest-bearing
account with the Escrow Agent defined under paragraph 3 above. Within one (1) business day after the
expiration of the Due Diligence Period, and provided Buyer has not terminated this Purchase Contract, Buyer
shall deposit with the Escrow Agent an additional sum of Five Hundred Thousand Dollars ($500,000), and
upon such deposit of additional funds, such additional funds shall also constitute and be deemed a part of the
Earnest Money Deposit. The Earnest Money Deposit shall be: i) credited to Buyer toward the Purchase Price
at Close of Escrow; ii) refunded to Buyer if Buyer cancels the Purchase Contract during the Due Diligence
Period contingent upon Environmental or Structural hazards and a clean and deliverable title as defined in
paragraph 5.1.1 below; (iii) nonrefundable following expiration of the Due Diligence Period for any reason
other than termination of this Agreement as a result of Seller's default hereunder or any other provision
hereunder that provides for the return of the Earnest Money Deposit to Buyer, and/or (iv) paid to Seller as
liquidated damages if Buyer cancels the Purchase Contract after the Due Diligence Period as defined in
paragraph 5.1.1 below.
4.3 Before the Close of Escrow, Buyer shall pay into escrow an amount equal to the Purchase Amount for the
1 of 26

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
Property less the Earnest Money Deposit, plus an amount equal to any closing costs and other sums payable
by Buyer under this Purchase Contract.
4.4 Payment of the Earnest Money Deposit and Purchase Amount (and including any other amounts owing by
Buyer hereunder) shall be by wire transfer of immediately available funds.
5. Conditions Precedent.
5.1 Conditions in Favor of Buyer. The obligations of the Buyer under this Purchase Contract are contingent upon
each of the following:
5.1.1 Due Diligence Period and Right to Enter and Examine Property. Buyer shall have
a due diligence option period up to May 20, 2021 to examine the Property (the “Due
Diligence Period”). Until the Purchase Contract is terminated by Buyer or until Close of
Escrow, Seller shall permit Buyer and any persons designated by Buyer, access to the
Property, and shall afford them the opportunity to make such tests, studies, surveys,
appraisals, inspections and investigations upon the Property that Buyer deems necessary or
appropriate. Seller, for security purposes, shall have the right to have its agents present
during any and all inspections by Buyer and may restrict certain areas of the Property at
certain times. All inspections shall be arranged at mutually convenient times upon not less
than 24 hours notice to Seller. At any time during the Due Diligence Period, Buyer may
elect to cancel the Purchase Contract as a result of Buyer’s environmental tests, any
structural hazards identified by Buyer, or because of any title matters that are unacceptable
to Buyer, in any case upon written notice from Buyer to Seller. In the event of such
termination, Buyer shall be refunded the Earnest Money Deposit as defined in paragraph
4.2 above. If Buyer does not send a written termination notice to Seller on or before 5:00
p.m. (Arizona time) on the last day of the Due Diligence Period, the Due Diligence period
shall be conclusively presumed to have been satisfied or waived, Buyer shall no longer
have the right to terminate this Purchase Contract pursuant to this Section, and the Earnest
Money Deposit shall thereafter be non-refundable to Buyer. After the expiration of the Due
Diligence Period, Buyer will be obligated to proceed with the transaction and close escrow
on or before June 30, 2021 or forfeit the Earnest Money Deposit. Upon completion of all
tests, studies, surveys, appraisals, inspections and investigations, If the Buyer determines
it will terminate this Agreement, Buyer shall reasonably restore the Property to its condition
existing prior to any such test or inspections. Buyer shall restore the Property to its
condition immediately prior to Buyer’s entry, and Buyer shall defend, indemnify and hold
Seller and its past, present and future agents, employees, officers, directors, partners,
members, agents, trustees, shareholders, affiliates, parent companies and subsidiaries, and
all of their respective heirs, representatives, successors and assigns (collectively,
“Indemnitees”), harmless from any claim, liability injury, loss, cost, expense or damage,
including reasonable attorneys’ fees, court costs and disbursements (collectively, “Loss
and Expense”), resulting from any entry upon the Property by Buyer or its agents, including
any inspections and studies conducted by Buyer. The provisions of this Section 5.1.1 shall
survive any termination of this Agreement.
5.1.2 Title Insurance for the Property. Buyer shall obtain, at Buyer’s expense, a standard
coverage owner's title insurance policy (or an extended coverage title insurance policy, at
the Buyer's option, issued by Security Title in the form in use on the date of issue, insuring
the Buyer in the amount of the Purchase Price of the Property, that upon Close of Escrow,
title to the Property is subject only to the regular printed exceptions contained in said
policy, current taxes and assessments, and such restrictive covenants of record, easements,
reservations in patents and other obligations, liabilities, liens, encumbrances and other
matters as Buyer, in Buyer's sole discretion, may specifically approve, in writing, or be
deemed to have approved as provided in Paragraph 5.1.3. below.
5.1.3 Examination of Title for the Property. As soon as is reasonably practicable after opening
2 of 26

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
of escrow, Seller shall cause Escrow Agent to provide to Buyer a commitment for title
insurance to be issued concerning the Property (the "Title Report") together with legible
copies of all documents specifically described in Schedule B II thereof as creating
exceptions to title for Buyer’s review. Further, in the event that any updates, supplements
or amendments to the Title Report are subsequently prepared copies of such documents
shall be delivered to Buyer. In the event title is not found by Buyer’s attorney to be good
and marketable, the Buyer’s objections to title shall be specified in writing and delivered
to Seller within three (3) business days following the delivery of the Title Report to Buyer
(“Title Objection Notice”), and Seller shall notify Buyer, within three (3) business days after
its receipt of the Title Objection Notice, whether or not Seller will cure the objectionable
title matters specified therein (“Seller’s Cure Notice”). If Seller is unable or unwilling, in
its sole discretion, to eliminate or cure all such objectionable title matters, or to make
arrangements satisfactory to Buyer, in its reasonable discretion, to have all such matters
eliminated or cured prior to Closing, and provided that Buyer shall not thereafter waive such
disapproved matters (in which case such matters shall then be deemed “Permitted
Exceptions”), Buyer shall have the right, at its option, to terminate this Agreement within
seven (7) days after Buyer’s receipt of Seller’s Cure Notice by delivering written notice
thereof to Seller, whereupon the Earnest Money Deposit shall be returned to Buyer and all
liability by reason of this Agreement shall cease except such liability as expressly survives
termination. If Buyer does not terminate this Agreement within seven (7) days after
Buyer’s receipt of Seller’s Cure Notice, such title objections shall be deemed Permitted
Exceptions. Furthermore, if Buyer does not deliver the Title Objection Notice to Seller
within the three (3) day time period referenced above, then Buyer will be deemed to have
approved Seller’s title to the Property, and all title exceptions shall be deemed Permitted
Exceptions.
Notwithstanding the provisions of the above, the term “Permitted Exceptions” shall not
include, and Seller’s conveyance of title to the Property shall not be subject to, mechanics’
or materialmen’s liens arising from work at the Property performed for or on behalf of
Seller, judgment liens against Seller, or mortgages, deeds of trust, and other liens
(excluding real property tax or assessment liens that are not yet due and payable) affecting
the Property and which have been executed or assumed by Seller, all of which shall be
satisfied at the Closing or from payments made from the proceeds of Closing and which
are capable of being satisfied by the payment of a specified sum. In the event that there
are any other liens or monetary encumbrances shown on title, and Seller contests same and
is unwilling to remove same at the Closing, Buyer shall be permitted to terminate this
Agreement.
5.1.4 Survey of the Property. Within three (3) days of opening escrow, Seller shall provide Buyer
with a copy of an ALTA Land Title Survey of the Property in its possession, if any. Buyer
shall have the option, at its expense, of obtaining a current ALTA Land Title Survey of the
Property during the Due Diligence period.
5.1.5 Lease/License Documentation. Within three (3) days of opening escrow, Seller shall
provide Buyer copies of all leases and licenses affecting the Property, in its possession, if
any, along with any amendments and extensions of such agreements.
5.1.6 Environmental Assessment. Buyer is obtaining a Phase I Environmental Report prepared
under the applicable American Society for Testing and Materials (ASTM) Standard
Practice for Environmental Site Assessments (E 1527-94 or current version) regarding the
Property.
5.1.7 Bill of Sale. At Close of Escrow, Seller shall transfer ownership to Buyer of personalty, if
any, via a bill of sale. Any personalty being conveyed to Buyer shall be listed on
Attachment “B”, attached hereto.
3 of 26

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
5.1.8 Assignment of Lease. At Close of Escrow, Seller shall assign to Buyer all right, title and
interest of Seller in and to that certain Lease Agreement, dated November 2013, as
amended by that certain First Amendment to Lease, dated September 12, 2018
(collectively, the “Lease”), including without limitation all tenant guarantees or letters of
credit, if any, and Buyer shall have (and will be deemed to have) assumed and agreed to
perform or pay, as applicable, all of the covenants, duties, obligations and liabilities of
‘Landlord” under the Lease, to the extent arising and accruing from and after the Close of
Escrow.
6. AS-IS Condition. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, BUYER HAS
AGREED TO ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE ON AN “AS-IS, WHERE-
IS AND WITH ALL FAULTS” BASIS. ANY INFORMATION THAT MAY HAVE BEEN, OR MAY BE,
SUPPLIED TO BUYER CONCERNING THE CONDITION OF THE PROPERTY IS FOR THE SOLE PURPOSE
OF PERMITTING BUYER TO DETERMINE WHETHER THE PROPERTY IS OF SUCH TYPE AND GENERAL
CHARACTER AS MIGHT INTEREST BUYER. SELLER HAS NOT WARRANTED AND DOES NOT
WARRANT THE ACCURACY AND/OR COMPLETENESS OF ANY SUCH INFORMATION. BY ACCEPTING
THE DEED AT CLOSING, BUYER SHALL BE DEEMED TO HAVE ACKNOWLEDGED TO SELLER THAT
BUYER IS THOROUGHLY ACQUAINTED AND SATISFIED WITH ALL ASPECTS OF THE PROPERTY, AND
IS ACQUIRING THE PROPERTY “AS-IS, WHERE-IS” AND WITHOUT ANY COVENANTS, WARRANTIES,
REPRESENTATIONS OR AGREEMENTS AS TO THE PAST, PRESENT OR ANY FUTURE CONDITION,
INCOME, EXPENSE, OPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY
OTHER MATTER OR THING AFFECTING OR RELATING TO THE PROPERTY, ALL OF WHICH ARE
EXPRESSLY DISCLAIMED, EXCEPT ANY REPRESENTATIONS AND WARRANTIES CONTAINED
HEREIN. BUYER’S ACCEPTANCE OF TITLE TO THE PROPERTY AND POSSESSION OF THE PROPERTY
AT THE CLOSING SHALL ALSO CONSTITUTE A WAIVER AND RELEASE BY BUYER OF SELLER OF
ANY CLAIM OR LIABILITY PERTAINING TO THE CONDITION OF THE PROPERTY INCLUDING,
WITHOUT LIMITATION, THE EXISTENCE OF ANY HAZARDOUS SUBSTANCES AND/OR ANY OTHER
ENVIRONMENTAL CONDITION IN, ON OR ABOUT THE PROPERTY, EXCEPT FOR ANY CLAIM OR
LIABILITY ARISING OUT OF ANY FRAUD COMMITTED BY SELLER. BUYER ACKNOWLEDGES THAT
THE DUE DILIGENCE PERIOD PROVIDES BUYER AND ITS EXPERTS AND CONSULTANTS WITH
AMPLE OPPORTUNITY TO INVESTIGATE THE PROPERTY. THE TERMS AND CONDITIONS OF THIS
SECTION 6 SHALL SURVIVE THE CLOSING AND NOT MERGE WITH THE PROVISIONS OF ANY
CLOSING DOCUMENTS OR DELIVERABLES, AND FURTHER (WITHOUT LIMITING OR AFFECTING THE
FOREGOING) ARE HEREBY DEEMED INCORPORATED INTO THE DEED. SELLER IS NOT LIABLE OR
BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER,
AGENT, EMPLOYEE OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR
REFERRED TO IN THIS AGREEMENT. BUYER ACKNOWLEDGES AND AGREES THAT THE
DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS
AGREEMENT AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO BUYER
FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH
HEREIN.
7. Special Warranty Deed for the Property. Title to the Property shall be conveyed to Buyer by Special Warranty Deed
as shown in the attached Attachment “B”, attached hereto and made a part hereof.
8. Closing Documents. At or before the Close of Escrow, Seller and Buyer shall deliver to Escrow Agent the following:
8.1 A fully executed Special Warranty Deed in the form as shown in Attachment “B”, attached hereto and made
a part hereof;
8.2 A fully executed Bill of Sale transferring personalty from Seller to Buyer in the form as shown in
Attachment “C”;
8.3. A certified copy of the Maricopa County Board of Supervisors actions authorizing: i) the purchase of the
4 of 26

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
Property and personality from Seller; and that such resolution has not been amended, annulled, rescinded or
revoked, and are in full force and effect;
8.4 A copy of Seller’s board of directors’ resolutions actions authorizing: i) the sale of the Property to Buyer; ii)
the sale of the miscellaneous personal property, if any; (iii) granting authority to bind the Seller to the person
who is executing documents on behalf of the Seller; and (iv) that such resolutions have not been amended,
annulled, rescinded or revoked, and are in full force and effect;
8.5 A fully executed Assignment and Assumption of Lease in the form as shown in Attachment “D”; and
8.6 Such other documents as shall be reasonably required by Security Title Agency as a condition to insuring
title to the Property free of all standard exceptions other than exceptions which Buyer agrees to accept.
9. Brokers’ Commission. Concerning any brokerage commission, Seller and Buyer agree as follows:
Seller and Buyer warrant that they have not dealt with any finder or listing broker in connection with the
purchase and sale transaction (“Broker”) other than Jones Lang LaSalle, LevRose Commercial Real Estate
(“Seller’s Broker”), and Lee & Associates. Upon the Close of Escrow, and only upon the Close of Escrow,
Seller will pay Seller’s Broker a real estate commission pursuant to separate written agreement, which
provides that Seller’s Broker will share such commission with Jones Lang LaSalle and Lee & Associates
pursuant to said agreement. If the Close of Escrow fails to occur, Seller shall have no obligation to pay any
such commission. Seller hereby discloses that one or more of its principals, officers, directors or employees
may be licensed as a real estate broker or salesperson under the laws of the State of Arizona. In the event any
person or entity other than those identified in paragraph 10.1 shall make a claim for commission or other
payment as a result of this transaction, the party whose conduct is alleged to have given rise to such
compensation shall be solely and exclusively responsible for the resolution of all such claims and shall
indemnify the other party completely with respect to any such claim
10. Consummation of Transaction. Consummation of this transaction pursuant to this Purchase Contract is scheduled to
occur on or before June 30, 2021. For purposes of this Purchase Contract, the consummation of this transaction shall
be referred to as the "Close of Escrow".
11. Seller's Default. If the sale and purchase of the Property contemplated by this Purchase Contract is not consummated
due to the Seller's default, then the Seller shall be liable for all customary escrow cancellation charges. In the event
Seller defaults under this Purchase Contract and same is not cured within thirty (30) business days after written notice
to Seller, Buyer, as its sole remedy, may elect one of the following: a) bring an action to compel specific performance
under the Purchase Contact, provided specific performance must be filed within sixty (60) days after Seller’s
alleged default; or b) terminate this Purchase Contract, whereupon Buyer shall be entitled to a return of the
Earnest Money Deposit. Provided, however, if specific performance is not available to Buyer as a result of
Seller’s intentional or bad faith acts, Buyer shall be permitted to pursue monetary damages.
Buyer's Default. If the Parties do not consummate the sale and purchase of the Property due to the Buyer's default, the
Buyer shall be liable for all customary escrow cancellation charges. The Earnest Money Deposit shall be paid to Seller
as Seller’s sole and exclusive remedy in the event of default by Buyer; provided however, that any indemnification
obligations of Buyer set forth in this Agreement shall survive such termination.
12. General. Except to the extent inconsistent with the expressed language of the foregoing provisions of this Purchase
Contract, the following provisions shall govern the interpretation, application, construction and enforcement of this
Purchase Contract.
12.1 Notice. Any notice, demand or request which may be permitted, required or desired to be given in connection
herewith shall be in writing and directed to Seller or Buyer at the respective addresses set forth below (or at such other
addresses as a party hereto may designate in writing), personally delivered or deposited in the U.S. Mail, first class,
registered or certified, return receipt requested. Such notice shall be deemed effective within seventy-two (72) hours
after deposited in the U.S. Mail, or if personally delivered, upon delivery. A registered mail or certified mail receipt
will be prima facie evidence of the giving of such notice and the date thereof.
5 of 26

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
BUYER:
Maricopa County
Attention: Real Estate
2801 West Durango Street
Phoenix, Arizona 85009
SELLER:
Fiesta Tech Owners, LLC
c/o Caliber Companies, LLC
8901 E. Mountain View Road, Suite 150
Scottsdale, AZ 85258
Attn: Jennifer Schrader
With copy to:
Snell & Wilmer
One Arizona Center, Suite 1900
Phoenix, Arizona 85004
Attn: Byron Sarhangian and Brett Rufer
ESCROW AGENT:
Jason Bryant
Security Title Agency
4722 N. 24th St., Ste. 200
Phoenix, Arizona 85016
(602) 230-6297
12.2 Severability. If any provision of this Purchase Contract is declared void or unenforceable, such provision
shall be deemed severed from this Purchase Contract, which shall otherwise remain in full force and effect. Waiver of
any breach of any term, condition or covenant herein contained shall not be deemed to be a waiver of any subsequent
breach of any term, covenant or condition herein.
12.3 Additional Acts and Documents. Each party hereto agrees to do all such things and take all such actions, and
to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the
provisions, intent and purpose of this Purchase Contract.
12.4 Attorneys' Fees. In the event suit is brought (or arbitration instituted) or an attorney is retained by any party
to this Purchase Contract to enforce the terms of this Purchase Contract or to collect for the breach hereof or for the
interpretation of any provision herein in dispute, the prevailing party shall be entitled to recover, in addition to any
other remedy, reimbursement for reasonable attorneys' fees, court costs, costs of investigation and other related
expenses incurred in connection therewith.
12.5 Successors and Assigns. This Purchase Contract shall be binding upon and inure to the benefit of the parties
hereto, and their respective successors in interest and assigns, but in no event shall any party be relieved of its
obligations hereunder without the express written consent of each other party. Buyer may not assign its rights or
obligations under this Purchase Contract to any third-party without Seller’s prior written consent.
12.6 Counterparts. This Purchase Contract may be executed in any number of counterparts, all such counterparts
shall be deemed to constitute one and the same instrument, and each of said counterparts shall be deemed an original
hereof.
12.7 Time. Time is of the essence of this Purchase Contract, and each and every provision hereof. Any extension
of time granted for the performance of any duty under this Purchase Contract shall not be considered an extension of
6 of 26

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
time for the performance of any other duty under this Purchase Contract.
12.8 Waiver. Failure of any party to exercise any right or option arising out of a breach of this Purchase Contract
shall not be deemed a waiver of any right or option with respect to any subsequent or different breach, or the
continuance of any existing breach.
12.9 Construction and Captions. This Purchase Contract shall be construed according to its fair meaning and
neither for nor against either party hereto, irrespective of which party caused the same to be drafted. Captions and
paragraph headings used herein are for convenience only, and are not a part of this Purchase Contract and shall not
be deemed to limit or alter any provisions hereof and shall not be deemed relevant in construing this Purchase
Contract.
12.10 Governing Law. This Purchase Contract shall be deemed to be made under, and shall be construed in
accordance with and shall be governed by, the laws of the State of Arizona, and arbitration proceedings, if
applicable, or suit to enforce any provision of this Purchase Contract or to obtain any remedy with respect hereto
may be brought in the Superior Court of the State of Arizona, Maricopa County, and for this purpose each party
hereby expressly and irrevocably consents to the jurisdiction of said Court. This Purchase Contract is subject to
A.R.S. 38-511 and may be canceled pursuant thereto.
12.11 Interpretations. To the extent permitted by the context in which used, (i) words in the singular number shall
include the plural, words in the masculine gender shall include the feminine and neuter, and vice versa, and(ii)
references to "persons" and "parties" in this Purchase Contract shall be deemed to refer to natural persons,
corporations, general partnerships, limited partnerships, trusts and all other entities.
12.12 Non-Foreign Affidavits. Seller agrees that, in order to comply with Internal Revenue Code, Section 1445,
Seller will sign a Non-Foreign Affidavit in a form provided by Escrow Agent and approved by Buyer. Said Affidavit
shall be delivered to Escrow Agent on or before Close of Escrow.
12.13 Time Calculations. Unless otherwise indicated, all periods of time referred to in this Purchase Contract shall
refer to calendar days and shall include all Saturdays, Sundays and State or national holidays, provided that if the
date or last date to perform any act or give any notice with respect to this Purchase Contract shall fall on a Saturday,
Sunday or State or national holiday, such act or notice may be timely performed or given on the next succeeding day
which is not a Saturday, Sunday or State or national holiday.
12.14 Expiration of Offer. This Purchase Contract is being first executed by Seller and then presented to Buyer for
execution. Each party shall date this Purchase Contract beside its signature. Upon Buyer's execution, this Purchase
Contract shall constitute an offer, which if not accepted by Buyer's execution and delivery to Escrow Agent on or
before June 30, 2021 thereafter, shall be deemed to expire and be of no further force or effect, unless extended or
otherwise agreed to by Buyer. The date of this Purchase Contract and of the opening of Escrow shall be the date that
a copy of this Purchase Contract is executed by Seller and deposited with Escrow Agent, which date Escrow Agent
shall insert on the first page.
12.15 Authority. Each of the parties hereto represents and warrants to the other party that this Purchase Contract
has been duly authorized by all necessary action and that this Purchase Contract constitutes and will constitute a
binding obligation on each such party.
12.16 Entire Agreement and Inducement. This Purchase Contract contains the entire understanding and agreement
of the Parties. All prior negotiations, understandings and agreements between the Parties have been incorporated
herein and are superseded hereby. Buyer acknowledges and agrees that no prior information provided or statements
made by Seller (“Prior Information”), including without limitation, estimated operating expenses, lease revenue
income, and any other financial matters, and any matters related to any condition of any of the Property or property
rights of the Property have in any way induced Buyer to enter into this Purchase Contract.
12.17 Amendment. This Purchase Contract may be amended only by a written instrument subsequently executed
by Buyer and Seller expressly stating the intention to amend this Purchase Contract.
7 of 26

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
12.8 Waiver of Jury Trial. BUYER AND SELLER EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY
IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS OR STATUTORY CLAIM,
COUNTERCLAIM OR CROSSCLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY
WAY TO THIS AGREEMENT BECAUSE THE PARTIES HERETO, BOTH OF WHOM ARE REPRESENTED
BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF
THEIR DEALING WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR
APPROPRIATE. SELLER AND BUYER EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION
SHALL BE TRIED BY A COURT WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY
OPERATION OF THIS SECTION 14.19 AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
THIS AGREEMENT OR ANY PROVISION HEREOF.
*********************************************************************************************
8 of 26

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
Executed this _____________ 30th day of _________________, April 2021.
BUYER:
MARICOPA COUNTY,
a political subdivision of the State of Arizona
By:
Chairman
Date:
ATTEST: By:
Clerk of the Board of Supervisors
APPROVED AS TO FORM:
Deputy County Attorney
SELLER:
FIESTA TECH OWNERS, LLC,
an Arizona limited liability company
By:
Title: President & COO
Date: 4/30/2021
ACCEPTANCE BY ESCROW AGENT
This Purchase Contract is accepted and the Escrow is opened this
day of , 2021.
ESCROW AGENT:
By:
Escrow Officer

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
Attachment “A”
Property Legal Description
LOT 1, OF FIESTA TECH-1, ACCORDING TO THE PLAT OF RECORD IN THE OFFICE OF THE
COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, RECORDED IN BOOK 434 OF
MAPS, PAGE 39.

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
Attachment “B”
Form of Special Warranty Deed
[attached]

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
WHEN RECORDED, RETURN TO:
Attention:
Exempt Pursuant to A.R.S. §11-1134(A)(3) For Recorder’s Use
SPECIAL WARRANTY DEED
For the consideration of the sum of Ten Dollars ($10.00) and other valuable consideration
received, _____________________________, a _____________________ (“Grantor”), does
hereby convey to __________________________, a __________________________
(“Grantee”), whose address is ___________________________________, the real property
situated in Maricopa County, Arizona and described on Exhibit “A” attached hereto, together with
all improvements thereon, and all of Seller’s right, title and interest, if any, in and to any easements,
rights, tenements, hereditaments, privileges, and appurtenances relating to such real property (the
“Property”).
SUBJECT TO: current taxes and other current assessments; all patent reservations; all
liens, encumbrances, reservations, obligations, easements, covenants, conditions and restrictions
of record, including any matters shown on any subdivision or parcel map affecting the Property;
all exceptions appearing in that certain policy of title insurance for the Property issued to Grantee
as of or about the date hereof; all matters which would be revealed or disclosed by a physical
inspection of the Property or an accurate ALTA survey of the Property; and applicable zoning
ordinances and use regulations of any municipality, county, state or the United States regulating
or restricting the use, occupancy or enjoyment of the Property.
AND GRANTOR hereby binds itself and its successors to warrant and defend the title
against all of the acts of Grantor and no other, subject to the matters set forth above.
[Remainder of Page Intentionally Blank]

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed
as of the ____ day of ___________, 2021.
GRANTOR:
________________________________, a
__________________________ corporation
By:
Name:
Title:
STATE OF _____________________ )
) ss.
COUNTY OF ___________________ )
The foregoing instrument was acknowledged before me on this ___ day of ________, 2021,
by ___________________________, the ________________________, of
______________________, on behalf thereof.
IN WITNESS WHEREOF, I hereunto set my hand and official seal the day and year first
above written.
_______________________________
Notary Public
My Commission Expires:

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
GRANTEE:
ACCEPTED BY:
MARICOPA COUNTY, a political
subdivision of the State of Arizona
By: Jack Sellers
Chairman of the Board of Supervisors
ATTEST:
Clerk of the Board Date
APPROVED AS TO FORM:
Deputy County Attorney
STATE OF _____________________ )
) ss.
COUNTY OF ___________________ )
The foregoing instrument was acknowledged before me on this ___ day of ________, 2021,
by ___________________________, the ________________________, of
______________________, on behalf thereof.
IN WITNESS WHEREOF, I hereunto set my hand and official seal the day and year first
above written.
_______________________________
Notary Public
My Commission Expires:

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
Exhibit A to
Special Warranty Deed
Legal Description of the Property

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
Attachment “C”
Form of Bill of Sale
[attached]

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
BILL OF SALE AND GENERAL ASSIGNMENT
This Bill of Sale and General Assignment (this “Bill of Sale and Assignment”) is made as
of the _______ day of ________________, 2021 (the “Effective Date”), by and between
_________________ (“Assignor”) and _______________________ (“Assignee”).
RECITALS
A. This Bill of Sale and Assignment is entered into in connection with that certain
Purchase Contract (the “Purchase Contract”) dated as of ___________________, 2021, between,
among other parties, Assignor and Assignee.
B. Pursuant to the Purchase Contract, Assignee is acquiring from Assignor certain real
property described in the Purchase Contract (the “Land”), together with all buildings, structures,
and improvements thereon (the “Improvements”), and all of Assignor’s right, title and interest in
and to all other improvements, rights and privileges appurtenant thereto, including as set forth and
described in the Purchase Contract, and including any and all rights, privileges, and interests
appurtenant to the Land and Improvements.
C. The Purchase Contract requires that Assignor assign and convey all of Assignor’s
right, title and interest in and to all rights and privileges appurtenant to the Land and Improvements.
D. In connection with the foregoing, Assignor desires to transfer, convey and assign
to Assignee all of Assignor’s right, title and interest in and to the following.
E. Capitalized terms used, but not defined herein, shall have the meanings given such
terms in the Purchase Contract.
AGREEMENT
1. Bill of Sale. Assignor hereby transfers, grants, assigns and conveys to Assignee all of
Assignor’s right, title and interest, if any, in and to any property situated on and exclusively used in
connection with the Property (the “Personal Property”). Except as expressly set forth in the
Purchase Contract, the transfer, grant, assignment and conveyance set forth herein is done without
representation or warranty by Assignor. Without limiting the generality of the foregoing, except as
expressly set forth herein and in the Purchase Contract, Assignor has not made and is not making
any representation or warranty as to the condition of the Personal Property or the fitness of the
Personal Property for any particular use or purpose. Assignee hereby accepts all such Personal
Property in its “AS IS” and “WHERE IS” condition.
2. Assignment. Assignor hereby assigns, transfers, sets over and conveys to Assignee, but
only to the extent the same are assignable, all of Assignor’s right, title, and interest (if any) in and
to all intangible property relating exclusively to the Property or the Personal Property
(collectively, the “Assigned Property”). EXCEPT AS EXPRESSLY SET FORTH IN THE
PURCHASE CONTRACT, THE TRANSFER, GRANT, ASSIGNMENT AND CONVEYANCE
SET FORTH HEREIN IS DONE WITHOUT REPRESENTATION OR WARRANTY BY
ASSIGNOR. Notwithstanding the foregoing, the Assigned Property does not include any

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
intellectual property owned by Assignor or any of its affiliated or related entities, including, without
limitation, rights to names, tradenames or trademarks, and all inventions (whether or not such may
be patented), discoveries, developments, deliverables, improvements, know-how, algorithms,
software, architecture, materials, reports, programs, specifications, requirements, designs, plans,
documentation, material, information, data, processes, proprietary information, methodologies,
intellectual property, materials, concepts or project tools.
3. Successors. This Bill of Sale and Assignment is binding upon the successors and
assigns of Assignor and will inure to the benefit of the successors and assigns of Assignee.
4. Further Acts. Assignor and Assignee each hereby covenants that it will, at any time
and from time to time upon written request therefor, execute and deliver to the other party, and its
successors and assigns, any new or confirmatory instruments and take such further acts as such
other party may reasonably request to evidence the assignment contained herein; provided, that all
of such acts shall be a no material cost or liability to Assignor, nor impose any additional burden
or obligation upon Assignor.
5. Governing Law. This Bill of Sale and Assignment shall be governed by and
interpreted under the laws of the State of Arizona, without regards to its principles of conflict of
laws.
6. Attorney Fees. Should either party institute any action or proceeding to enforce or
interpret this Assignment or any provision hereof, to pursue damages by reason of any alleged
breach of this Assignment or for a declaration of rights hereunder, the prevailing party in any such
action or proceeding shall be entitled to receive from the other party all costs and expenses,
including reasonable attorneys’ fees and other fees and costs, incurred by the prevailing party in
connection with such action or proceeding.
7. This Bill of Sale and Assignment is subject to cancelation pursuant to A.R.S. § 38-
511.
[Remainder of Page Intentionally Blank]

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
IN WITNESS WHEREOF, the parties hereto have executed this Bill of Sale and
Assignment to be effective as of the Effective Date.
ASSIGNOR:
Fiesta Tech Owners, LLC, an Arizona limited
liability company
By:
Name:
Title:
ASSIGNEE:
ACCEPTED BY:
MARICOPA COUNTY, a political subdivision of
the State of Arizona
By: Jack Sellers
Chairman of the Board of Supervisors
ATTEST:
Clerk of the Board Date
APPROVED AS TO FORM:
Deputy County Attorney

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
Attachment “D”
Form of Assignment and Assumption of Lease
[attached]

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
ASSIGNMENT AND ASSUMPTION OF LEASE
This Assignment and Assumption of Lease (this “Assignment”) is made as of this _____
day of ______________________, 2021 (the “Effective Date”), by and between
__________________________ (“Assignor”) and ________________________ (“Assignee”).
RECITALS
A. Assignor and Assignee, among other parties, have entered into that certain Purchase
Contract, dated _______________ 2021 (the “Purchase Contract”) pertaining to the purchase
and sale of certain real property more particularly described therein (the “Property”). Initially
capitalized terms used and not otherwise defined herein shall have the same meaning as set forth
in the Purchase Contract.
B. Portions of the Property have been leased by Assignor, as landlord, to a third-party,
hereinafter referred to as “Tenant,” pursuant to the terms and provisions set forth in the lease
which is listed and described on Exhibit A attached hereto (the “Lease”).
C. The Purchase Contract requires that Assignor assign all of its right, title and interest
in and to the Lease to Assignee, and that Assignee accept and assume such rights and obligations,
all pursuant to the terms of this Assignment.
NOW, THEREFORE, in consideration of the covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor
and Assignee hereby agree as follows:
AGREEMENT
1. Assignment. Assignor hereby irrevocably assigns, sets over, transfers and conveys
to Assignee, without warranty except as set forth in the Purchase Contract, all of Assignor’s right,
title and interest in, to and under the Lease.
2. Assumption. Assignee hereby accepts this Assignment and the rights granted herein
and hereby expressly assumes all of the duties, obligations and liabilities, fixed or contingent,
matured or unmatured, arising under or related to the Lease arising from and after the Effective
Date. Without limiting the generality of the foregoing, Assignee hereby agrees to: (a) be fully
bound by all of the terms, covenants, agreements, provisions, conditions, obligations and liabilities
of the “Landlord” under the Lease arising from and after the Effective Date; and (b) keep, make,
perform and observe all of the representations, warranties, covenants and conditions contained in
the Lease on the part of the “Landlord” thereunder to be kept, made, performed and observed
arising from and after the Effective Date hereof, including, without limitation, returning any
refundable security or other deposits required to be returned or refunded thereunder to the extent
that such deposit was assigned or credited to Assignee at the closing under the Purchase Contract.

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
3. Indemnity.
(a) Assignor. Assignor hereby covenants to Assignee to hold Assignee
harmless and hereby agrees to indemnify and defend Assignee from any and all claims,
losses, liabilities, expenses (including, but not limited to, reasonable attorneys’ fees),
demands or causes of action which may be asserted against or incurred by Assignee to the
extent arising from, based upon or related to any liability or obligation, whether fixed or
contingent, matured or unmatured, or a breach, failure, refusal or inability, to perform any
duty or obligation under the Lease by Assignor which occurred prior to the Effective Date
or breach of any representation or warranty under the Lease by Assignor which occurred
prior to the Effective Date.
(b) Assignee. Assignee hereby covenants to Assignor to hold Assignor
harmless and hereby agrees to indemnify and defend Assignor from any and all claims,
losses, liabilities, expenses (including, but not limited to, reasonable attorneys’ fees),
demands or causes of action which may be asserted against or incurred by Assignor to the
extent arising from, based upon or related to any liability or obligation, whether fixed or
contingent, matured or unmatured, or a breach, failure, refusal or inability, to perform any
duty or obligation under the Lease by Assignee which occurs, on or after the Effective Date
or breach of any representation or warranty under the Lease by Assignee which occurs on
or after the Effective Date.
4. Further Assurances. Assignor and Assignee hereby covenant that each will, at any
time and from time to time upon written request therefor, execute and deliver to the other party,
such documents as Assignor or Assignee may reasonably request in order to fully effectuate the
terms hereof and intent of the parties.
5. Successors. This Assignment shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors and assigns.
6. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of Arizona, without regard to its principles of conflicts law.
7. Attorney Fees. Should either party institute any action or proceeding to enforce or
interpret this Assignment or any provision hereof, for damages by reason of any alleged breach of
this Assignment or of any provision hereof, or for a declaration of rights hereunder, the prevailing
party in any such action or proceeding shall be entitled to receive from the other party all costs and
expenses, including reasonable attorneys’ and other fees, incurred by the prevailing party in
connection with such action or proceeding.
8. Counterparts. This Assignment may be executed in any number of counterparts.
Each such counterpart shall be deemed an original, and all counterparts taken together shall
constitute but one instrument. Signatures transmitted by emailed PDF signatures shall be valid as
originals.
9. This Assignment and Assumption of lease is subject to cancelation pursuant to
A.R.S. § 38-511.

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
DATED as of the Effective Date.
ASSIGNOR:
Fiesta Tech Owners, LLC, an Arizona limited
liability company
By:
Name:
Title:
ASSIGNEE:
ACCEPTED BY:
MARICOPA COUNTY, a political subdivision of
the State of Arizona
By: Jack Sellers
Chairman of the Board of Supervisors
ATTEST:
Clerk of the Board Date
APPROVED AS TO FORM:
Deputy County Attorney

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
Exhibit A to Assignment and Assumption of Leases
The Lease
[attached]

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
EXECUTION COPY
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease") is made effective as of this __ day of
November, 2013, by and between BOOMERANG MANAGEMENT, LLC, an Arizona
limited liability company ("Landlord"), and SMART HIGH RELIABILTY
SOLUTIONS, INC., a Delaware corporation ("Tenant").
Landlord owns that certain land, office building (the "Building"), improvements,
equipment and facilities erected thereon, located at 1325 N Fiesta Blvd, Gilbert, AZ
85233 , legally described on Exhibit "A" attached hereto (collectively, the "Project").
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord for the Term and upon
the conditions and agreements set forth in this Lease, an approximately 9 750 square feet
portion of the Building known as Suite 101 (the "Premises"), as graphically depicted on
Exhibit "B" attached hereto.
1. TERM; POSSESSION
(a) Term. Subject to the other provisions hereof, this Lease shall be for a term of
-----=S=ix=ty,__ ( 60 ) months commencing on the later of: (i) January 1. 2014; or (ii) the date
Landlord Substantially Completes (as hereinafter defined) the Tenant Improvements (as
hereinafter defined) ("Commencement Date"). Such term, as it may be modified, is herein called
the "Term". In the event the Commencement Date has not occurred by February 1, 2014, Tenant
shall have the right to terminate this Lease by serving written notice upon Landlord by February
15, 2014.
(b) Possession. Subject to the terms of Section 7(c), Tenant may take possession of
the Premises on December 16, 2013 (the "Possession Date"), not for tenancy but solely
for the purposes of installing its furniture, fixtures, voice and data communication systems, and
equipment necessary for Tenant's use of the Premises. Tenant shall not commence business
operations until the Commencement Date. All terms, conditions and obligations under this
Lease, including the insurance obligations set forth herein, but excluding the payment of the
Base Rent and the Operating Costs (as defined below), shall commence on the Possession Date.
Tenant's obligation to pay the Base Rent and the Operating Costs shall commence on the
Commencement Date.
2. RENT
(a) Base Rent. Subject to the terms of Section 2(b), Tenant, in consideration for this
Lease, agrees to pay to Landlord, in addition to other costs fees and amounts set forth herein,
monthly base rent ("Base Rent") per month, as follows:
Lease Months/Year Base Rent
Month 1 $ 0.00
Months 2- 12 $8,003.13
Month 13 - 24 $8,243.22
CHI 8131811v.12

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
Month 25- 36 $8,490.52
Month 37-48 $8,745.24
Months 49 - 60 $9,007.60
Base Rent shall be payable at Landlord's address herein provided in legal tender of the United
States of America, in advance on the first day of each calendar month throughout the Lease
Term.
(b) Base Rent Abatement. As reflected in the Base Rent schedule above, as an
inducement to Tenant entering into this Lease, Landlord has agreed to abate the monthly
installments of Base Rent for the first (1 st ) month of the initial Lease Term only (the "Base Rent
Abatement"). If this Base Rent Abatement had not been given, Tenant would be responsible for
paying Landlord the additional amount of $8,003.13. Landlord's agreement to provide the Base
Rent Abatement to Tenant is expressly conditioned upon Tenant's full and faithful performance
of all of the terms, covenants and conditions of this Lease. If Tenant subsequently defaults in
any of its obligations under this Lease and fails to timely cure such default within the period, if
any, permitted by this Lease, then the Base Rent Abatement, as of or following the date of such
subsequent default, shall immediately cease, be deemed null and void, and shall become due and
payable to Landlord at the respective rates referenced in this Section 2(b).
(c) Nature of Payments. All amounts required to be paid by Tenant under this Lease,
whether or not so designated, including without limitation the Base Rent and the Operating
Costs, are deemed to be "Rent" and shall be payable without notice, demand, deduction, or offset
to Landlord.
(d) Late Payment Fee. In the event any monthly payment of Rent is not paid within
five (5) days after such amount is due, Tenant shall pay to Landlord a late payment fee in the
amount of five percent (5%) of the past due amount. The parties agree that such late charge
represents a fair and reasonable estimate of the costs Landlord will incur by reason of such late
payment.
(e) Rent Deposit. Upon execution of this Lease, Tenant shall deposit with Landlord
the sum of$ 9,025.00 as a security deposit ("Security Deposit"). The Security Deposit shall be
held by Landlord as security for the performance by Tenant of all terms, covenants and
conditions of this Lease. The Security Deposit is not and shall not be an advance rental deposit
or a measure of Landlord's damages in the event of a default by Tenant. In the event of a default
under this Lease after expiration of the applicable cure period (if any), Landlord may, but shall
not be required to, without prejudice to any other right or remedy provided for in this Lease or
otherwise at law or in equity, and with or without notice to Tenant, use or apply the Security
Deposit, or any portion thereof, to cure the default or to compensate or partially compensate
Landlord for any and all loss, damage, injury, expense, cost or liability resulting from such
default. Tenant shall immediately upon demand pay to Landlord a sum equivalent to the portion
of the Security Deposit expended or applied by Landlord as provided herein, so as to restore and
maintain the Security Deposit to the original amount deposited with Landlord. No interest or
other sums in the nature of interest shall be paid to or due to Tenant from or out of the Security
Deposit and Landlord may commingle the Security Deposit with Landlord's other funds.
Although the Security Deposit shall be deemed the property of Landlord, in the event that no
CHI 8l318llv.12 2

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
default by Tenant remains outstanding at the expiration or termination of this Lease, Landlord
shall return the Security Deposit, or so much thereof as remains with Landlord to Tenant.
Landlord's obligation regarding the Security Deposit is that of a bailee, not a trustee. Upon any
sale or transfer of its interest in the Premises, so long as Landlord shall transfer or give credit to
the purchaser or grantee of the then-unused portion (if any) of the Security Deposit, then
Landlord shall be thereupon fully released from any liability or obligation with regard to the
Security Deposit. In addition to the Security Deposit, Tenant shall pay to Landlord, upon
Tenant's execution of this Lease, the amount of$ 8,003.13, which amount shall be applied to the
Base Rent for the first full calendar month following the Commencement Date and any rent
abatement period, provided Tenant is not then in default hereunder.
3. USE
(a) Permitted Use. Tenant shall use and occupy the Premises only for general office
use and light industrial use, including, without limitation, a lab for testing and development of
electronic products and ancillary uses related thereto, and shall use the Premises for no other
purpose whatsoever without Landlord's prior written consent which may be given or withheld in
Landlord's reasonable discretion. Tenant shall not, without Landlord's prior written consent,
keep anything within the Premises, or use the Premises for any purpose which increases the
insurance premium cost or invalidates any insurance policy carried on the Premises or the Project
and Tenant shall pay as Additional Rent the amount of any such increase promptly upon demand
by Landlord. Tenant shall have access to the Premises 24-hours a day, 7-days a week.
(b) Restrictions:
(i) Tenant shall refrain from using or permitting the use of the Premises or any
portion thereof as living quarters, sleeping quarters or lodging rooms.
(ii) Tenant shall not use the Premises for storage or a warehouse purpose beyond
such use as is reasonably required in connection with the operation of Tenant's business.
(iii) Tenant shall not cause or maintain any nuisance in or about the Premises and
shall keep the Premises free of debris, rodents, vermin and anything of a dangerous, noxious or
offensive nature or which would create a fire hazard (through undue load on electrical circuits or
otherwise) or undue vibration, noise or heat. Tenant shall not cause the safe floor loading
capacity of the Premises to be exceeded. Tenant shall not disturb or interfere with the quiet
enjoyment of the premises of any other tenant in the Building.
(c) Compliance with Laws. Tenant, at Tenant's expense, shall comply with all
present and future federal, state and local laws, ordinances, orders, rules and regulations,
including, without limitation, the Americans with Disabilities Act (collectively, "Laws"), and
shall procure all permits, certificates, licenses and other authorizations, if any, required by
applicable Law relating to Tenant's business or Tenant's use or occupancy of the Premises or
Tenant's activities on the Premises. Tenant shall make all reports and filings required by
applicable Laws. Tenant shall obtain and pay for all permits, ( excluding a Certificate of
Occupancy) including without limitation a Special Use Permit required for Tenant's occupancy
of the Premises and shall promptly take all actions necessary to comply with all applicable
CHI 813181lv.12 3

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
statutes, ordinances, rules, regulations, orders and requirements regulating the use by Tenant of
the Premises, including the Occupational Safety and Health Act.
( d) Indemnity. Tenant shall indemnify Landlord against and hold Landlord harmless
from any and all costs, claims or liability arising from: (i) Tenant's use of the Premises; (ii) the
conduct of Tenant's business or anything else done or permitted by Tenant to be done in or about
the Premises, including any contamination of the Premises or the Project resulting from the
presence or use of Hazardous Material caused or permitted by Tenant; (iii) any breach or default
in the performance of Tenant's obligations under this Lease; (iv) any misrepresentation or breach
of warranty by Tenant under this Lease; or (v) other acts or omissions of Tenant. Tenant shall
defend Landlord against any such cost, claim or liability at Tenant's expense with counsel
reasonably acceptable to Landlord or, at Landlo_rd's election, Tenant shall reimburse Landlord for
any legal fees or costs incurred by Landlord in connection with any such claim. As a material
part of the consideration to Landlord, Tenant assumes all risk of damage to the Project or injury
to persons in or about the Premises arising from any cause, and Tenant hereby waives all claims
in respect thereof against Landlord, except for any claim arising out of Landlord's or its agents',
contractors' or employees' gross negligence or willful misconduct. As used in this Section, the
term "Tenant" shall include Tenant's employees, agents, contractors and invitees. Landlord shall
indemnify Tenant against and hold Tenant harmless from any and all costs, claims or liability
arising from (i) the conduct of Landlord's business or anything else done or permitted by
Landlord to be done in or about the Premises; (ii) any contamination of the Premises or the
Project resulting from the presence of Hazardous Material pre-existing the Term or not the result
of Tenant's use of or operations on the Premises; (iii) any breach or default in the performance of
Landlord's obligations under this Lease; (iv) any misrepresentation or breach of warranty by
Landlord under this Lease; or (v) other acts or omissions of Landlord. Landlord shall defend
Tenant against any such cost, claim or liability at Landlord's expense with counsel reasonably
acceptable to Tenant or, at Tenant's election, Landlord shall reimburse Tenant for any reasonable
legal fees or costs incurred by Tenant in connection with any such claim.
( e) Hazardous Materials. As used in this Lease, the term "Hazardous Material"
means any flammable items, explosives, radioactive materials, hazardous wastes or materials,
toxic substances, material or waste or other similar substances, petroleum products or derivatives
or any substance subject to regulation by or under any federal, state and local laws and
ordinances relating to the protection of the environment or the keeping, use or disposition of
environmentally hazardous materials, substances, or wastes, presently in effect or hereafter
adopted during the Term, all amendments to any of them, and all rules and regulations issued
pursuant to any of such laws or ordinances (collectively, "Environmental Laws"). Tenant shall
not cause or permit any Hazardous Material to be generated, produces, brought upon, used,
stored, treated or disposed of in or about the Project by Tenant, its agents, employees,
contractors, sublessees or invitees without the prior written consent of Landlord and without
ensuring that Tenants has the proper mechanisms for the use and proper handling of said
products. Landlord shall be entitled to take into account such other factors or facts as Landlord
may reasonably determine to be relevant in determining whether to grant or withhold consent to
Tenant's proposed activity with respect to Hazardous Material. In no event, however, shall
Landlord be required to consent to the installation or use of any storage tanks on the Project.
Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing
small quantities of Hazardous Materials (such as aerosol cans containing insecticides, laboratory
supplies, toner for copiers, paints, paint remover and the like) to the extent customary and
CHI 81318l1v.12 4

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
necessary for the use of the Premises for the permitted uses set forth above; provided that Tenant
shall handle, store, use, and dispose of any such Hazardous Materials in compliance with
Environmental Laws and shall not cause or permit such Hazardous Materials to contaminate the
Project and appurtenant land or the environment.
(f) Quiet Possession. If Tenant pays the Rent and observes and performs the terms,
covenants and conditions contained in this Lease, Tenant shall peaceably and quietly hold and
enjoy the Premises for the Term without hindrance or interruption by Landlord, or any other
person lawfully claiming by, through or under Landlord unless otherwise permitted by the terms
of this Lease.
(g) Rules and Regulations. Tenant shall comply and shall cause its employees to
comply with the "Rules and Regulations" for the Project and the Premises established by the
Landlord, the current version of which are attached to this Lease as Exhibit "D". Landlord from
time to time by notice to Tenant may amend the Rules and Regulations and establish other
reasonable non-discriminatory rules and regulations. Landlord shall enforce the Rules and
Regulations in a uniform and non-discriminatory manner against all tenants of the Project.
4. COMMON AREAS; OPERATING COSTS
(a) Common Areas. As used in this Lease, "Common Areas" shall mean all areas
within the Project which are available for the common use of tenants of the Building and which
are not leased or held for the exclusive use of Tenant or other tenants, including, but not limited
to, parking areas, driveways, sidewalks, loading areas, access roads, corridors, landscaping and
planted areas. The Common Areas at all times shall remain subject to Landlord's exclusive
control, and Landlord shall be entitled to make such changes in the Common Areas as Landlord
reasonably deems appropriate provided the number of parking spaces is not reduced. Landlord
shall have the right to install, maintain, replace and operate cables, lines, wires, pipes or other
facilities located above the ceiling grid or below the floor surface of the Premises for purposes of
serving the Project or the other tenants in the Building provided Landlord does not disturb
Tenant's use of the Premises and its business while performing such work. Tenant shall not
disturb any such facilities.
(b) Use of Common Areas. Tenant shall have the nonexclusive right (in common
with other tenants and all others to whom Landlord has granted or may grant such rights) to use
the Common Areas for the purposes intended, subject to the Rules and Regulations. Tenant shall
abide by the Rules and Regulations and shall cause others who use the Common Areas with
Tenant's express or implied permission to abide by the Rules and Regulations. At any time,
Landlord may close any Common Areas to perform any acts in the Common Areas as, in
Landlord's reasonable judgment, are desirable to improve the Project or the Building provided
the number of parking spaces is not reduced and provided Landlord does not disturb Tenant's
use of the Premises and its business while performing such work. Tenant shall not interfere with
the rights of Landlord, other tenants or any other person entitled to use the Common Areas.
(c) Operating Costs. As used in this Lease, "Operating Costs" shall mean the total
cost and expense incurred in operating, maintaining and repairing the Building, the Project,
and/or the Common Areas, specifically including, without limitation, the following:
CHI 81318llv.12 5

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
(i) Cleaning, including sweeping of parking areas;
(ii) Landscaping, including irrigating, trimming, mowing, fertilizing, seeding
and replacing plants;
(iii) Utilities, including fuel, gas, electricity, water, sewer, telephone, and other
services to the Common Areas;
(iv) The cost of the rental of any equipment and the cost of supplies used in the
maintenance and operation of the Building and/or Project;
(v) Maintaining, operating, repairing and replacing equipment;
(vi) Other items of repair, maintenance or replacement for which Landlord is
responsible under Section 6;
(vii) Costs of alterations or modifications to the Building and/or Project
necessary to comply with requirements of Laws which are enacted after the
Commencement Date;
(viii) Real Estate Taxes (as defined m Section 5) and reasonable expenses
incurred in efforts to reduce Real Estate Taxes;
(ix) Premiums for property, casualty, liability, rent interruption or other
msurance;
(x) Audit fees and the cost of accounting services incurred in the preparation
of statements referred to in this Lease; and
(xi) A fee for the administration and management of the Project appropriate to
the nature of the Building as reasonably determined by the Landlord from time to time
not to exceed four percent ( 4%) of Operating Costs.
Costs of capital expenditures and capital repairs incurred for the purpose of reducing the
Operating Costs, and costs of improvements, repairs, or replacements which otherwise constitute
Operating Costs under this Section but which are properly charged to capital accounts, shall be
included in the Operating Costs provided such are amortized over their estimated useful lives, as
determined by the Landlord in accordance with generally accepted accounting principles, and
only the annual amortization amount shall be included in the Operating Costs.
(d) Exclusions to Operating Costs. Notwithstanding anything to the contrary m
Section 4(c), the Operating Costs shall not include:
(i) Amounts reimbursed by other sources, such as insurance or condemnation
proceeds, equipment warranties, judgments or settlements;
(ii) Payments on any mortgage or other encumbrance;
(iii) Construction of tenant improvements;
CHI 81318llv.12 6

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
(iv) Replacements (but not repairs) of structural elements;
(v) Costs of negotiating or enforcing leases of tenants;
(vi) Leasing commissions and marketing expenses;
(vii) General overhead and administrative expenses of Landlord not directly
related to the operation of the Project;
(viii) Capital expenditures and capital repairs except as set forth in Section 4(c).
(ix) Depreciation;
(x) Costs incurred in connection with the sale, financing or refinancing of the
Project;
(xi) Fines, interest and penalties incurred due to the late payment of Operating
Costs;
(xii) Sums (other than management fees) paid to subsidiaries or other affiliates
of Landlord for services on or to the Project, but only to the extent that the costs of such
services exceed the competitive cost for such services rendered by persons or entities of
similar skill, competence and experience;
(xiii) Any fines, penalties or interest resulting from the negligence or willful
misconduct of the Landlord or its agents, contractors, or employees;
(xiv) Advertising and promotional expenditures;
(xv) Attorneys' fees and other expenses incurred in connection with
negotiations or disputes with prospective tenants or tenants or other occupants of the
Project; and
(xvi) Costs incurred by Landlord in connection with the correction of defects in
design and original construction of the Project.
( e) Actual Operating Costs. As soon as is practical following the end of each
calendar year, Landlord shall furnish Tenant with a statement of the actual Operating Costs. If
the estimated Operating Costs for the prior calendar year is more than the actual Operating Costs
for the prior calendar year, Landlord shall either provide Tenant with a refund or apply any
overpayment by Tenant against Rent due or next becoming due, provided if the Term expires
before the determination of the overpayment, Landlord shall refund any overpayment to Tenant
after first deducting the amount of Rent due. If the estimated Operating Costs for the prior
calendar year is less than the actual Operating Costs for the prior calendar year, Tenant shall pay
Landlord, within 30 days after its receipt of the statement of Operating Costs, any underpayment
for the prior calendar year.
(f) Tenant's Share. Tenant shall pay to Landlord, in addition to the Base Rent and all
other payments due under this Lease, Tenant's Proportionate Share of the Operating Costs on a
CHI 813181 lv.12 7

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
monthly basis. "Tenant's Proportionate Share" shall mean the proportion that the square footage
of the Premises (9,750 SF) bears to the total square footage of the Building (42,111 SF), which
proportion expressed as a percentage is 23.15%.
(g) Audit. Within 60 days after receiving Landlord's statement of Operating Costs
("Review Notice Period"), Tenant may give Landlord written notice ("Review Notice") that
Tenant intends to review Landlord's records of the Operating Costs for the calendar year to
which the statement applies, and within 60 days after sending the Review Notice to Landlord
(such period is referred to as the "Request for Information Period"), Tenant shall send Landlord a
written request identifying, with a reasonable degree of specificity, the information that Tenant
desires to review (the "Request for Information"). Within a reasonable time after Landlord's
receipt of a timely Request for Information, Landlord, shall forward to Tenant, or make available
for inspection on site at such location deemed reasonably appropriate by Landlord, such records
(or copies thereof) for the applicable calendar year that are reasonably necessary for Tenant to
conduct its review, at Tenant's sole expense, of the information appropriately identified in the
Request for Information. Within 60 days after any particular records are made available to
Tenant (such period is referred to as the "Objection Period"), Tenant shall have the right to give
Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to
Landlord's statement of Operating Costs for that year which relates to the records that have been
made available to Tenant. If Tenant provides Landlord with a timely Objection Notice, Landlord
and Tenant shall work together in good faith to resolve any issues raised in Tenant's Objection
Notice. If Landlord and Tenant determine that Operating Costs for the calendar year are less
than reported by five percent (5%) or more, Landlord shall provide Tenant with a credit against
the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord
and Tenant determine that Operating Costs for the calendar year are greater by five percent (5%)
or more than reported, Tenant shall pay Landlord the amount of any underpayment within 30
days.
If Tenant retains an agent to review Landlord's records, the agent must be with a CPA
firm licensed to do business in the state where the Project is located. Tenant shall be solely
responsible for all costs, expenses and fees incurred for the audit, and the fees charged cannot be
based in whole or in part on a contingency basis. However, notwithstanding the foregoing, if
Landlord and Tenant determine that Operating Costs for the Project for the year in question were
less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices
therefor from Tenant, shall reimburse Tenant for the reasonable amounts (not to exceed Two
Thousand Dollars ($2,000.00)) paid by Tenant to third parties in connection with such review by
Tenant. The records and related information obtained by Tenant shall be treated as confidential
by Tenant and its auditors, consultants and other parties reviewing such records on behalf of
Tenant.
5. TAXES
(a) Real Property Taxes and Assessments. Landlord shall pay before delinquent all
general and special real property taxes and assessments that are levied on, or allocable to, the
Project (collectively, the "Real Estate Taxes"). Landlord represents and warrants to Tenant that
the Project is separately assessed. Real Estate Taxes which may be paid in installments shall be
paid over the longest period permitted.
CHI 81318llv.12 8

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
(b) Taxes on Tenant. Tenant shall pay before delinquent all taxes levied or assessed
upon, measured by, or arising from: (a) the conduct of Tenant's business including its permitted
use; (b) Tenant's leasehold estate; and (c) Tenant's fixtures, furnishings, equipment and other
personal property located in or upon the Premises.
( c) Rent Taxes. Tenant shall pay to Landlord, in addition to and simultaneously with
the payment of all Base Rent and other charges payable hereunder, all sales, use, transaction
privilege and other excise taxes that may at any time be levied or imposed upon, or measured by,
any amount payable by Tenant under this Lease.
6. MAINTENANCE; REPAIR & UTILITIES
(a) Maintenance by Tenant. Tenant shall maintain the interior of the Premises and
the improvements therein in good condition and repair. Tenant shall arrange and pay directly for
janitorial services to the Premises. Tenant shall perform any and all repairs and replacements
required in order to so maintain and preserve, in the same condition, ordinary wear and tear
excepted, the Premises and the fixtures and appurtenances therein (including, but not limited to,
the Premises' plumbing and HV AC systems, all doors, overhead or otherwise, glass and levelers
located in the Premises for Tenant's sole use; and excluding, however, only those specific
components of the Premises for which Landlord is expressly responsible under Section 6(c)).
Tenant shall maintain a preventative maintenance and service contract with a reputable service
provider for maintenance of the HVAC systems of the Premises (the "HVAC Maintenance
Contract"). The terms and provisions of any such HV AC Maintenance Contract shall require that
the service provider maintain the Premises' HVAC system in accordance with the
manufacturer's recommendations and otherwise in accordance with normal, customary and
reasonable practices in the geographic area in which the Premises is located and for HV AC
systems comparable to the Premises' HV AC system. Landlord shall assign all warranties it
receives in connection with the performance of Tenant Improvements which shall be for one
calendar year from the Commencement Date. Subject to Tenant's compliance of its HVAC
Maintenance Contract obligation, Landlord agrees to warrant the HV AC systems for a period of
one year from Commencement Date.
(b) Utilities. Tenant shall arrange for electrical power to be provided to the Premises,
and Tenant shall pay all electricity charges, connection charges, utility deposits and other fees and
charges in connection therewith directly to the utility provider. Landlord shall supply water and
sewer services for any plumbing facilities in the Premises. All utilities provided to the Premises
other than those described above, including but not limited to communications services, data &
internet services, shall be arranged directly by Tenant with the utility supplier, including the
posting of any required deposits, and paid directly to the utility supplier when due. Landlord
represents and warrants to Tenant that the Premises are separately assessed for electricity.
(c) Building and Common Area Maintenance. Subject to Section 6(a). Landlord shall
maintain the Premises and Building (including roof, foundation and structural elements and
exterior window washing), and all Common Areas in good condition and repair in accordance
with standards then prevailing for comparable properties of like age and character in the Phoenix
area.
CHI 8131811v.12 9

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
(d) Interruptions. Except to the extent arising from the gross negligence or willful
misconduct of Landlord or its agents, contractors or employees, Landlord shall not be liable or
responsible for breakdowns or temporary interruptions in access, services, or utilities, nor for
interference with Tenant's business or Tenant's access to the Premises during the course of
repairs or remedial work provided Landlord used reasonable efforts to limit its interference with
Tenant's use of the Premises during such repairs and work. Landlord also shall not be liable or
responsible for damage or inconvenience arising from interruption of utility services, regardless
of cause.
(e) Security. Tenant shall comply with such reasonable security procedures and
requirements as Landlord may reasonably establish from time to time. However, Landlord does
not undertake responsibility for the security of the Tenant or their property, and Landlord shall
not be responsible or liable for any loss or damage that is caused by any criminal conduct of third
parties, despite whatever security measures Landlord may implement, if any.
7. CONDITION OF BUILDING; TENANT IMPROVEMENTS; ALTERATIONS
AND LIENS
(a) Condition of Premises; AS-IS. Subject to Landlord's completion of the Tenant
Improvements and the Punchlist Items (as hereinafter defined) and latent defects, and except as
otherwise provided in this Lease, Tenant shall by entering upon and occupying the Premises, be
deemed to have accepted the Premises AS-IS, and WHERE-IS, in its present condition, with all
faults, and Landlord makes no warranty or representation whatsoever with respect to the
condition of the Premises, their suitability for Tenant's use, compliance with applicable federal,
state or local law, safety codes or regulations, building codes, fire safety regulations, or any other
matter. By accepting this Lease, Tenant acknowledges that it has inspected the Premises to the
satisfaction of Tenant and hereby waives any claim based upon any condition or defect, latent or
patent, known or unknown.
(b) Tenant Improvements. Following execution of this Lease by all parties, Landlord,
at its sole cost and expense, shall construct the "Tenant Improvements", as described in Exhibit
"E" in a good and workmanlike manner, and in compliance with all Laws. Landlord shall
Substantially Complete the Tenant Improvements by the December 31, 2013. "Substantially
Complete" shall mean: (i) that Landlord's architect deems the Tenant Improvements to be
substantially complete except for minor repairs which do not hinder Tenant's use of the Premises
for its conduct of business (collectively, "Punchlist Items"); and (ii) Landlord has received a
Certificate of Occupancy for the Premises. Within ten (10) days of the Tenant Improvements
being Substantially Complete, Landlord and Tenant shall use good faith efforts to agree on the
Punchlist Items. Landlord shall complete the Punchlist Items within thirty (30) days of the
parties' agreement on the Punchlist Items.
(c) Tenant Installations. Upon the Possession Date, Tenant may install in the
Premises its usual trade fixtures and personal property in a proper manner, provided that (i) no
installation shall intetfere with or damage the mechanical or electrical systems or the structure of
the Building, and (ii) Tenant shall not permit any supplier, installer, contractor, or other person
employed by Tenant to unreasonably intetfere in any way with the progress of the Tenant
Improvements. Landlord may require that any work that may affect structural elements be
petformed by Landlord at Tenant's cost or by a contractor reasonably designated by Landlord.
CHI 81318llv.12 10

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
(d) Alterations and Liens. Except for the Tenant Improvements as constructed by
Landlord, Tenant shall not make or suffer to be made any alterations, additions or improvements
to the Premises ("Tenant Alterations"), without the prior written consent of Landlord which may
be given or withheld in Landlord's reasonable discretion. Any request by Tenant to Landlord for
Tenant Alterations shall be submitted to Landlord at least thirty (30) days prior to the anticipated
commencement of the construction or installation of such Tenant Alterations. Landlord shall
have up to fourteen (14) days to approve or disapprove such request, or make comments to the
submitted plans. If and to the extent approved by Landlord, all Tenant Alterations shall be paid
for in full by Tenant at Tenant's sole expense, and performed, installed and constructed by a
licensed contractor reasonably acceptable to and approved in advance by Landlord. Tenant shall
not permit any mechanic's or materialmen's lien to stand against the Premises and Tenant shall
cause any such lien to be discharged (by bonding or otherwise) within ten business days after
demand by Landlord, and if it is not discharged within ten business days, Landlord may pay or
otherwise discharge the lien and immediately recover all amounts so expended from Tenant as
additional rent. All alterations and improvements shall be constructed of new materials, in a
good workmanlike manner, in accordance with applicable laws and codes, including without
limitation the Americans with Disabilities Act. Upon the expiration or sooner termination of the
Term of this Lease or of Tenant's right to possession, Tenant shall, upon demand by Landlord, at
Tenant's sole cost and expense, forthwith remove any alterations, additions or improvements
made by Tenant, designated by Landlord to be removed at the time of Landlord's approval of the
Tenant Alterations, and Tenant shall, forthwith at its sole cost and expense, repair any damage to
the Premises caused by such removal and restore the Premises to a condition reasonably
comparable to their condition at the commencement of the Lease. Notwithstanding anything to
the contrary contained in this Lease, Tenant may make non-structural, cosmetic alterations which
do not exceed Fifteen Thousand Dollars ($15,000.00) total without Landlord's consent
(e) Mechanics Liens. Tenant shall pay before delinquent all costs for work done or
caused to be done by Tenant in the Premises which could result in any lien or encumbrance on
the Project or any part thereof, shall keep the title to the Project and every part thereof free and
clear of any lien or encumbrance in respect of such work, and shall indemnify, defend and hold
harmless Landlord and Landlord's agents and employees for, from and against any claim, loss,
cost, demand or legal or other expense, whether in respect of any lien or otherwise, arising out of
the supply of material, services or labor for such work. Tenant immediately shall notify Landlord
of any such lien, claim of lien or other action of which it has or reasonably should have
knowledge and that affects the title to the Project or any part thereof and shall cause it to be
removed by bonding or otherwise within ten (10) business days, failing which Landlord may
take such action as Landlord deems necessary to remove it and the entire cost thereof shall be
immediately due and payable by Tenant to Landlord.
(f) Exemption of Landlord from Liability. Landlord shall not be liable for any
damage or injury to any person, business (or any loss of income therefrom), goods, wares,
merchandise or other property of Tenant, Tenant's employees, invitees, customers or any other
person in or about any portion of the Project, whether such damage or injury is caused by or
results from: (a) fire, steam, electricity, water, gas or rain; (b) the breakage, leakage, obstruction
or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures or any other cause; (c) conditions arising in or about the Premises or upon other portions
of the Project, or from other sources or places; or (d) any act or omission of any other tenant of
CHI 813181 Iv 12 11

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
the Building. Landlord shall not be liable for any such damage or injury even though the cause
of or the means of repairing such damage or injury are not accessible to Tenant. The provisions
of this Section 7(f) shall not, however, exempt Landlord from liability for Landlord's or its
agents', employees' or contractors' gross negligence or willful misconduct. Tenant
acknowledges that it is protecting itself against loss by maintaining appropriate insurance
coverage.
(g) Surrender of Premises. At the expiration or earlier termination of this Lease,
Tenant shall surrender the Premises to Landlord broom clean, with Tenant's signs and other
personal property removed and in the same condition as when tendered by Landlord, reasonable
wear and tear excepted. Any leasehold improvements made by Tenant to the Premises (which
shall only be made to the extent and pursuant to the provisions set forth herein) shall vest in
Landlord at no cost to Landlord upon the expiration or other termination of this Lease; provided,
however, that, if Landlord at the time of its approval of the Tenant Alterations required such
Tenant Alterations to be removed, Tenant shall remove any such Tenant Alterations and shall
restore the Premises to the condition that existed on the Commencement Date. Tenant shall
promptly remove Tenant's signs, furniture, moveable trade fixtures, and other personal property
within the Premises no later than such expiration or termination and shall repair any damage or
disturbance to the Premises caused by such removal. Tenant's failure to remove any of Tenant's
signs, furniture, moveable trade fixtures and other personal property (or any of Tenant's
Alterations required by Landlord to be removed) within ten (10) days after such expiration or
termination shall be deemed an abandonment to Landlord of same and, if Landlord elects to
remove all or any part of said signs, furniture, trade fixtures and other real or personal property,
such removal, including the cost of repairing any damage caused by or resulting from such
removal, shall be paid by Tenant. Any property of Tenant left in or about the Premises or the
Project after the expiration or other termination of this Lease shall be deemed abandoned and
Landlord may retain or dispose of same and Tenant shall pay all costs of disposal upon demand.
Tenant shall not remove any of the Tenant Improvements or any subsequent alterations thereof
unless directed to do so and/or approved in writing by Landlord. Without limiting the foregoing,
lighting fixtures, bulbs and tubes and all partitions, whether removable or not, shall be deemed
part of the Premises, not Tenant's personal property.
8. DAMAGE TO BUILDING; INJURY TO PERSONS; INSURANCE
(a) Responsibility for Claims. Tenant, as a material part of the consideration to
Landlord, hereby assumes all risk of damage to injury to persons, in, upon, or about the Premises
during the Lease Term from any cause, and Tenant hereby waives all claims in respect thereof
against Landlord, unless caused by active gross negligence or willful misconduct of Landlord, its
agents, contractors or employees. Tenant shall give prompt notice to Landlord of any fire,
accident or defect discovered with the Premises. Tenant acknowledges that Tenant can protect
itself against any or all of the foregoing risks by procuring appropriate insurance.
(b) Tenant's Insurance. During the Term of this Lease, the Tenant shall, at Tenant's
expense, maintain with an insurance carrier authorized to do business in Arizona (i) commercial
general liability insurance against claims for personal injury, death or property damage occurring in,
upon or about the Premises. Such insurance shall have a policy with a minimum of $1,000,000
per occurrence and $2,000,000 general aggregate; (ii) "special form" property insurance including
sprinkler leakage covering damage to or loss of Tenant's personal property, fixtures and equipment
CH I 813181 Jv.12 12

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
in an amount equal to the full replacement value thereof; (iii) workers' compensation insurance as
provided by law; and (iv) business interruption insurance with a limit sufficient to insure not less
than a six (6) month loss of income. Tenant's policies of liability insurance shall name Landlord as
an additional insured and may be in the form of a blanket liability policy. Certificates of Insurance
for the insurance required to be carried by Tenant under this Section 8 shall be delivered to
Landlord on an annual basis. 1Tenant shall not take possession of the Premises without having
complied with the requirements of this Section 8(b).
(c) Landlord's Insurance. Landlord shall maintain and keep in force during the Term
of this Lease, a policy or policies of insurance covering loss or damage to the Building, in the
amount of the full replacement value thereof, exclusive of footings and foundations providing
protection against all perils included within the classification of fire, extended coverage,
vandalism, malicious mischief, special extended perils (special form). Tenant understands and
agrees that the insurance described in, this Section 8(c) will not cover Tenant's personal
property, fixtures and equipment. Such insurance shall have a policy with a minimum of
$1,000,000 per occurrence and $2,000,000 general aggregate. If such insurance coverage has a
deductible clause, the deductible amount shall not exceed $1,000 per occurrence. Landlord shall
also obtain and keep in force during the Term of this Lease, a policy of commercial general
liability insurance written on an occurrence basis insuring Landlord against any liability arising
out of the ownership, use, occupancy, or maintenance of the Building, including the Common
Areas. Such insurance shall have a policy with a minimum of $1,000,000 per occurrence and
$2,000,000 general aggregate. Landlord's policies of liability insurance shall name Tenant as an
additional insured.
9. FIRE AND CASUALTY
(a) Termination Rights. If all or part of the Premises is rendered untenantable by
damage from fire or other casualty which in Landlord's commercially reasonable opinion cannot
be substantially repaired (employing normal construction methods without overtime or other
premium) under applicable laws and governmental regulations within one hundred eighty ( 180)
days from the date of the fire or other casualty, then either Landlord or Tenant may elect to
terminate this Lease as of the date of such casualty by written notice delivered to the other not
later than ten (10) business days after notice of Landlord's estimate of the time required for
restoration is given by Landlord. Landlord shall provide such notice as soon as is practicable
after the fire or other casualty occurs but no later than sixty (60) days after the fire or other
casualty.
(b) Restoration. If in Landlord's opinion the damage caused by the fire or other
casualty can be substantially repaired to the condition existing on the date of the fire or other
casualty ( employing normal construction methods without overtime or other premium) under
applicable laws and governmental regulations within one hundred eighty (180) days from the
date of the fire or other casualty, or if neither party exercises its right to terminate under Section
9(a), Landlord shall, but only to the extent that insurance proceeds are available therefor, repair
such damage to the condition existing on the date of the fire or other casualty other than damage
to furniture, chattels or trade fixtures which do not belong to the Landlord, which shall be
1 This is no longer available in the industry.
CHI 8131811v.12 13

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
repaired by Tenant at its own expense. Landlord shall be obligated to complete Tenant's
Improvements. Landlord shall repair such damage as soon as reasonably practicable.
(c) Abatement. During any period of restoration, the Rent payable by Tenant shall be
proportionately reduced to the extent that the Premises or any portion thereof are thereby
rendered untenantable from the date of casualty until completion by Landlord of the repairs to
the Premises ( or the part thereof rendered untenantable) or until Tenant again uses the Premises
(or the part thereof rendered untenantable) in its business, whichever first occurs.
(d) Demolition of Building: Damage Late in Term. Notwithstanding anything to the
contrary in Section 9(a). if all or a substantial part (whether or not including the Premises) of the
Building is rendered untenantable by damage from fire or other casualty to such a material extent
that in the commercially reasonable opinion of Landlord the Building must be totally or partially
demolished, whether or not to be reconstructed in whole or in part, or if a fire or casualty
requiring substantial restoration or repair occurs during the last year of the Term and Tenant has
not exercised its renewal option, Landlord or Tenant (if the Premises are affected by such
casualty or the casualty occurs during the last year of the Term) may elect to terminate this Lease
as of the date of the casualty ( or on the date of notice if the Premises are unaffected by such
casualty) by written notice delivered to the other party not more than sixty (60) days after the
date of the fire or casualty.
(e) Agreed Remedies. Except as specifically provided in this Article, there shall be
no reduction of rent and Landlord shall have no liability to Tenant by reason of any injury to or
interference with Tenant's business or property arising from fire or other casualty, howsoever
caused, or from the making of any repairs resulting therefrom in or to any portion of the Building
or the Premises provided, however, if Tenant is still occupying the Premises or any portion
thereof. Landlord agrees to use commercially reasonable efforts to minimize its interference
with Tenant's use of the Premises and its business during such repairs. Tenant waives any
statutory or other rights of termination by reason of fire or other casualty, it being the intention of
the parties to provide specifically and exclusively in this Article for the rights of the parties with
respect to termination of this Lease as a result of a casualty.
10. CONDEMNATION
(a) Automatic Termination. If during the Term all or any part of the Premises is
permanently taken for any public or quasi-public use under any statute or by right of eminent
domain, or purchased under threat of such taking, this Lease shall automatically terminate on the
date on which the condemning authority takes possession of the Premises.
(b) Optional Termination. If during the Term any part of the Building is taken or
purchased by right of eminent domain or in lieu of condemnation, whether or not the Premises
are directly affected, then if in the reasonable opinion of Landlord substantial alteration or
reconstruction of the Building is necessary or desirable as a result thereof, or the amount of
parking available to the Building is materially and adversely affected ("Parking Taking"),
Landlord shall have the right to terminate this Lease by giving Tenant at least thirty (30) days
written notice of such termination. In the event of a Parking Taking, Tenant shall have the right
to terminate this Lease by giving Landlord at least ten (10) days written notice or such
CHI 81318llv.12 14

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
termination. In the event the Lease is not terminated, Landlord shall restore the Building to an
architectural whole.
(c) Award. Landlord shall be entitled to receive and retain the entire award or
consideration for the affected lands and improvements and Tenant shall not have or advance any
claims against Landlord for the value of its property or its leasehold estate or the unexpired term
of this Lease or for costs of removal or relocation or business interruption expense or any other
damages arising out of the taking or purchase. Nothing herein shall give Landlord any interest in
or preclude Tenant from seeking and recovering on its own account from the condemning
authority any award of compensation attributable to the taking or purchase of Tenant's personal
property or trade fixtures or attributable to Tenant's relocation expenses provided that any
separate claim by Tenant shall not reduce or adversely affect the amount of Landlord's award. If
any award made or compensation paid to Tenant specifically includes an award or amount for
Landlord, Tenant shall promptly account therefor to Landlord.
11. ASSIGNMENT AND SUBLETTING
(a) Consent Required. Tenant shall not in any circumstances, either voluntarily or by
operation of law, assign, hypothecate or transfer this Lease, or sublet the Premises or any part
thereof, or permit the Premises or any part thereof to be occupied by anyone other than Tenant,
without in each and every instance, Landlord's prior written approval, which may be given or
withheld in Landlord's reasonable discretion which approval shall not be delayed. Any
assignment, mortgage, transfer, or subletting of this Lease in violation of the provisions of this
Section shall be void, shall constitute a default under this Lease, and shall, at the option of
Landlord, terminate this Lease. Notwithstanding anything to the contrary contained in this
Lease, Tenant may assign or sublet this Lease to: (i) its affiliates, subsidiaries or parent; (ii) an
entity purchasing all or substantially all of Tenant's stock or assets; or (iii) an entity resulting
from the merger, reconsolidation or reorganization of Tenant.
(b) Transfer by Landlord. Upon a sale or other transfer of the Project by Landlord,
Landlord's interest in this Lease shall be transferred automatically to the transferee, the
transferee shall assume automatically all of Landlord's obligations under this Lease accruing
from and after the date of transfer, and the transferor shall be released of all obligations under
this Lease arising after the transfer. Upon request Tenant shall attorn in writing to the transferee.
12. LANDLORD'S REMEDIES
(a) Events of Default. The occurrence of any one or more of the following events
shall be a material default and breach of this Lease by Tenant and shall constitute Events of
Default:
(i) Tenant's failure to pay Rent or any other amount due under this Lease
within five (5) days after the date it is due (Landlord shall provide written notice to Tenant for a
non-payment of Rent once per calendar year in which event an Event of Default shall not be
deemed to occur unless Rent is not paid in full within five (5) days that written notice is given to
Tenant. After written notice is given for a particular calendar year, any failure to pay Rent
within five (5) days after it is due shall be an Event of Default); or
CHI 81318llv.12 15

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
(ii) Tenant abandons the Premises and fails to retake possession within ten
( 10) days after or if Tenant's vacation of the Premises results in the cancellation of any insurance
described in Section 8.
(iii) Tenant's failure to perform any other obligation under this Lease within
fifteen (15) business days after written notice to Tenant such performance is due; provided,
however, that if the breach is of such a nature that it cannot be cured within fifteen (15) business
days, Tenant shall be deemed to have cured if cure is commenced promptly (which, in no event
shall be later than fifteen (15) business days following notice of nonperformance) and diligently
pursued to completion; and provided further, that in the event of a breach involving an imminent
threat to health or safety, Landlord may in its notice of breach reduce the period for cure to such
shorter period as may be reasonable under the circumstances.
(b) Remedies. Upon the occurrence of an Event of Default by Tenant, in addition to
any other rights and remedies available to Landlord at law or in equity, Landlord shall have the
following remedies: (i) Landlord shall be entitled to terminate Tenant's right of possession to
the Premises by legal process or otherwise, with or without terminating this Lease and retake
exclusive possession of the Premises; (ii) Landlord shall use reasonable efforts to attempt to relet
from time to time, all or portions of the Premises, using reasonable efforts to mitigate Landlord's
damages. In connection with any such reletting, Landlord may relet for a period extending
beyond the Term of this Lease or Landlord may relet for a period that is less than the Term of
this Lease. In connection with reletting, Landlord may make reasonable alterations or
improvements to the Premises without releasing Tenant of any liability under this Lease. Upon a
reletting of all or substantially all of the Premises, Landlord shall be entitled to recover all of its
then prospective damages for the balance of the Term discounted to present value measured by
the difference between amounts payable under this Lease and the anticipated net proceeds of
reletting provided any costs deducted are reasonable, all as determined by Landlord in its sole
and unfettered discretion; (iii) Landlord shall be entitled to recover, from time to time, accrued
and unpaid rent and damages arising from Tenant's breach of this Lease, regardless of whether
the Lease has been terminated, together with applicable late fees; (iv) Landlord shall have the
right to continue the Lease in effect after Tenant's breach and abandonment and recover Rent as
it becomes due, and at any time after said default, Landlord shall have the immediate option to
terminate this Lease and all rights of Tenant hereunder by legal process, notice or otherwise and
retake exclusive possession of the Premises. If Landlord terminates Tenant's right to possession
without terminating the Lease after any default, Landlord shall exercise reasonable efforts to
relet the Premises; (v) Landlord shall have the right to enforce the statutory Landlord's lien (with
the exception of property belonging to another party and not assignable by Tenant) on or against
any personal property, including equipment and fixtures, of Tenant; (vi) Landlord shall have the
right to recover all reasonable costs, expenses attorneys' fees incurred by or on behalf of
Landlord in connection with enforcing or interpreting this Lease, recovering possession, reletting
the Premises, making improvements to the Premises in connection with reletting or collecting
amounts owed including, without limitation, all reasonable costs of alterations, changes and
modifications, all brokerage commissions and all other reasonable costs and expenses incurred in
connection with retaking possession and/or reletting of all or any part of the Premises; (vi)
Landlord shall have the right, but not the obligation, to perform any one or more of Tenant's
obligations under this Lease on behalf of Tenant and recover from Tenant, upon demand, the
entire reasonable amount expended by Landlord plus interest thereon at the late fee rate, plus all
reasonable expenses incurred by Landlord for supervision, overhead and administration; and (vii)
CHI 813181 lv.12 16

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
Landlord shall have the right to pursue any and all other remedies available to Landlord at law or
in equity.
In the event that Landlord shall elect to terminate this Lease for an Event of Default by
Tenant, then Landlord may recover from Tenant:
(i) the worth at the time of award of any unpaid rent which had been earned
at the time of such termination; plus
(ii) the worth at the time of award of the amount by which the unpaid rent
which would have been earned after termination until the time of award exceeds the amount of
such rental loss that Tenant proves could have been reasonably avoided; plus
(iii) the worth at the time of award of the amount by which the unpaid rent for
the balance of the Term after the time of award exceeds the amount of such rental loss that
Tenant proves could be reasonably avoided; plus
(iv) any other amount necessary to reasonably compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations under this Lease or
which in the ordinary course of things would be likely to result therefrom.
Termination of Tenant's right of possession of the Premises shall not terminate or
diminish Tenant's obligations and liabilities under this Lease.
(c) Cumulative Remedies. All rights, options and remedies of Landlord contained in
this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of
the other, and Landlord shall have the right to pursue any one or all of such remedies or any
other remedy or relief which may be provided by law, whether or not stated in this Lease. No
waiver of any default of Tenant hereunder shall be implied from any acceptance by Landlord of
any rent or other payments due hereunder or any omission by Landlord to take any action on
account of such default if such default persists or is repeated, and no express waiver shall affect
defaults other than as specified in said waiver. The consent or approval of Landlord to or of any
act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render
unnecessary Landlord's consent or approval to or of any subsequent similar acts by Tenant.
13. NO WAIVER; EFFECT OF PAYMENTS.
Landlord's acceptance of any overdue rate, late fee or other interest shall not constitute a
waiver of Tenant's default with respect to the overdue amount or prevent Landlord from
exercising any of the other rights and remedies available to Landlord under this Lease or any law
now or hereafter in effect. The waiver by Landlord of any breach or default under any of the
terms and conditions in this Lease shall not be deemed to be a waiver of such term, covenant or
condition or of any subsequent breach or default of the same or under any of the terms and
conditions contained in this Lease. The subsequent acceptance of rent by Landlord shall not be
deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of
this Lease, regardless of Landlord's knowledge of such preceding breach or default at the time of
acceptance of Rent. No term, covenant or condition of this Lease shall be deemed to have been
waived by Landlord unless such waiver is in writing executed by Landlord. No payment by
Tenant or receipt by Landlord of a lesser amount than the amount then due shall be deemed to be
CHI 81318llv.12 17

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
other than on account of the earliest stipulated Rent or additional rent due, nor shall any
endorsement or statement on any check or money order or any letter accompanying any check or
money order or any letter accompanying any check or money order or other payment be deemed
an acknowledgment of full payment or as an accord and satisfaction, and Landlord may accept
and cash any check, money order or other payment without prejudice to or waiver of Landlord's
right to recover the balance of the Rent or other sum due and pursue any other remedy provided
for in this Lease or otherwise at law or in equity.
14. HOLDING OVER.
If Tenant holds over after the expiration or earlier termination of the Term hereof
without the express written consent of Landlord, Tenant shall become a tenant at sufferance only,
at a rental rate equal to one hundred fifty percent (150%) of the monthly Rent (prorated on a
daily basis), and otherwise subject to the terms, covenants and conditions herein specified, so far
as applicable. Acceptance by Landlord of Rent after such expiration or earlier termination shall
not constitute the permission of Landlord to any holdover or result in a renewal of the Term of
this Lease or the creation of any tenancy other than as expressly set forth above.
15. ESTOPPEL CERTIFICATES
Upon the reasonable request of either party at any time or from time to time, Tenant and
Landlord, as applicable, agree to execute, acknowledge and deliver to the requesting party,
within ten ( 10) business days after written request, the written instrument described below, in a
form reasonably satisfactory to both parties and duly executed and acknowledged, stating:
This Lease (i) has not been modified except as set forth in such document and is in full
force and effect as modified, (ii) specifying the dates to which the Rent and other charges
hereunder have been paid, (iii) stating whether or not, to the knowledge of the party executing
such instrument, the other party thereto is in default and, if so, stating the nature of such default,
and (iv) affirming such other factually accurate matters pertaining to the provisions or subject
matter of this Lease as may be requested by the other party.
16. NUISANCE AND PEACEFUL ENJOYMENT AND SNDA
Tenant shall not annoy, disturb, harm or interrupt any neighbors, adjacent owners,
occupants or neighboring tenants or others, whether by lights, noise, sound, actions, odors,
conduct, misconduct, environmental releases, business operations or otherwise.
Landlord reserves the right to subordinate this Lease at all times to the lien of any
mortgages or trust deeds, or the lien resulting from any other method of financing or refinancing,
now or hereafter in force against the Project or any part thereof, and to all advances made or
hereafter to be made upon the security thereof; provided, that in each case, Tenant is provided
with non-disturbance rights reasonably acceptable to Tenant. Tenant and Landlord's lender have
executed a Subordination Nondisturbance and Attornment Agreement concurrently with this
Lease.
17. LANDLORD ACCESS
CHI 813181lv.12 18

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
Upon reasonable notice to Tenant, Landlord hereby reserves the right to enter the
Premises, either personally or by designated representative, at such times as Landlord deems
reasonably appropriate, and shall have full right of access to the Premises at all times, for
purposes of inspection and performing Landlord's repair and maintenance obligations and
exercising its rights under this Lease in accordance with the terms and provisions of this Lease,
and to post within or on the Premises signs indicating the availability of the Premises for sale or
lease (during the last nine (9) months of the Term), including, current copies of any and all keys
and alarm codes. In the event any locks or alarm codes are changed or modified by Tenant,
Tenant shall promptly notify Landlord and shall provide Landlord with a copy of the new key or
alarm code. In the event Tenant shall fail to provide any keys, alarm codes or to otherwise
permit access as required by Landlord, then, in addition to all rights and remedies under this
Lease as and for a default by Tenant hereunder, Landlord shall be entitled to use whatever means
are reasonably necessary to gain access to the Premises, including, without limitation,
modification of locks, alarms and/or alarm codes. Upon reasonable notice to Tenant, Landlord
shall have access to the Premises for purposes of showing the Premises to current or prospective
lenders, to prospective purchasers of the Building, and, during the six (6) month period
preceding the expiration of the Term of this Lease, to prospective tenants.
18. PARKING; SIGNAGE
(a) Parking. Parking is common to all tenants and owners at the Building.
Throughout the Term, Tenant and Tenant's employees shall be entitled to the use of three (3)
covered reserved parking spaces at the location shown on Exhibit C attached hereto and made a
part hereof.
(b) Signage. Except as set forth in this Section 18{b), Tenant shall not place or have
placed and maintained on or within the Premises, or the Project any sign, awning or advertising
visible from the exterior of the Premises not first approved in writing by Landlord. Landlord
shall have the exclusive right to use the roof and Tenant shall not affix any sign, aerial or other
equipment or improvement on or to the roof of the Premises. Tenant shall have the right, at
Tenant's sole cost and expense to place signage on (i) the exterior of the Building above the
Premises in the maximum amount allowed by the Town of Gilbert, (ii) the monument sign for
the Project and Tenant may use one third (113rd) of such sign which is located in the middle of
the monument sign, and (iii) doors and windows of the Premises. All signage is subject to
Landlord's review and written approval, which approval shall not be unreasonably withheld,
conditioned or delayed and shall be at the sole cost and expense of Tenant, must conform to the
sign criteria established for such signs by Landlord, and comply with all applicable municipal
codes and regulations. Tenant at its sole cost and expense shall be solely responsible for
returning the Building exterior, windows or doors of the Premises, and/or monument sign panels
to their original state upon termination and/or expiration of this Lease.
19. NOTICES
All notices to be given by one party to the other under this Lease shall be in writing,
faxed, mailed or delivered to each at the facsimile number or address set forth at the end of this
Lease or at a changed address if notice of the change is given to the other party in writing, by
facsimile, registered or certified mail, return receipt requested, postage prepaid, or by a
nationally recognized overnight courier service (e.g. Federal Express, DHL), or personally
CHI 8131811 v.12 19

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
delivered to each. Notice shall be deemed to have been given as of the date of delivery, if sent
by facsimile, hand or courier delivered (including Federal Express or other established overnight
service which obtains a signed receipt upon delivery), or as of three (3) days after the date of
mailing if mailed certified, return receipt requested, postage prepaid.
20. BROKERS
Landlord represents and warrants to Tenant, and Tenant represents and warrants to
Landlord, that no broker or finder has been engaged by them in connection with any of the
transactions contemplated by this Lease except for a commission payable by Landlord, pursuant
to the terms of a separate agreement to COBE Real Estate, Inc. ("Landlord's
Broker") and JMS Commercial Real Estate Services, LLC (Jack Stone) ("Tenant's Broker").
Other than Landlord's Broker and Tenant's Broker, the parties represent and warrant to each
other that they have dealt with no other broker or finder who would be entitled to a commission
or fee by reason of the lease of the Premises. Landlord and Tenant shall each indemnify, defend
and hold harmless the other for, from and against any and all damages, losses, costs, expenses
(including, but not limited to, court costs and reasonable attorneys' fees), and liability arising
from any claim, demand, or suit by any broker or finder (other than Tenant's Broker and
Landlord's Broker), for commissions or finder's fees or for any similar charge because of any act
of such indemnifying party or its representatives.
21. RENEWAL
So long as Tenant is in compliance with the lease terms hereof, Landlord shall grant
Tenant one (1) option to extend the Term of this Lease for a consecutive five (5) year period,
which shall commence as of the day after the last day of the initial term hereof. Tenant shall
notify Landlord of its intention to exercise such option in writing no earlier than nine (9) months
and no later than six (6) months before the end of the Term. The terms, conditions and
obligations of Landlord and Tenant herein contained shall apply to the extended term except as
said terms relate to the amount of Base Rent to be paid. If Tenant exercises its option to extend
the term of this Lease, the Base Rent to be paid by Tenant for such extension term shall,
commencing with the first lease year of each such extension, be adjusted to the then "Fair Market
Rental Value" for similar retail space in the Phoenix metropolitan area, as agreed to by Landlord
and Tenant in their reasonable discretion. The determination of the Fair Market Rental Value
shall be based upon leases to renewal tenants of space of comparable size, quality, and financial
strength in comparable buildings of similar size, type, and location, which rent shall be computed
as of the date of such renewal period and shall be determined as if the Premises is being leased
for general office purposes, taking to account Landlord's costs for leasehold improvements,
commissions, architectural fees, and other case and non-cash tenant inducements such as rent
abatement. In the event that Landlord and Tenant are unable to agree upon the Fair Market
Rental Value for the Premises within fifteen (15) days after Tenant's notice of its election to
extend is delivered to Landlord, then, in that event, Tenant shall provide to Landlord written
notification electing either arbitration or rescinding their exercise of its option to extend. If
Tenant chooses arbitration, then its election to extend automatically becomes irrevocable and
both parties shall submit their desired rental rate to an arbitrator, chosen by Landlord and said
arbitrator must be a reputable commercial leasing broker who has at least 10 years' active and
current experience in the commercial real estate industry and in the Phoenix, Arizona leasing
market with working knowledge of current rental rates and leasing practices related to buildings
CHI 81318llv.12 20

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
similar to the Building. Said quotes shall be submitted to the arbitrator within fifteen (15) days
after Tenant's written notification of its election to arbitrate. The arbitrator shall then choose
between the final positions taken by the two parties without compromise. The market rate
chosen by the arbitrator shall be deemed to be the new rental rate for the extension term. The
costs of the arbitrator shall be evenly divided by the parties. Regardless of how the Base Rent
for an extended term is determined, the Base Rent for any extended term of this Lease shall not
be less than the Base Rent for the previous year under this Lease.
22. GENERAL PROVISIONS
(a) Force Majeure. This Lease and the obligations of Tenant and Landlord hereunder
shall not be affected or impaired because either party is unable to fulfill any of its obligations
hereunder or is delayed in doing so if such inability or delay is caused by reason of any strike,
lockout, civil commotion, war-like operations, invasion, rebellion, hostilities, military or usurped
power, sabotage, governmental regulations or controls, inability to obtain any material, service or
financing, Act of God or other cause beyond the control of such party, excluding Tenant's
obligation to pay Rent.
(b) Captions. The article captions contained in this Lease are for convenience only
and shall not be considered in the construction or interpretation of any provision.
( c) Integration. This Lease contains all of the agreements of the parties hereto with
respect to any matter covered or mentioned in this Lease, and no prior agreement or
understanding pertaining to any matter shall be effective for any purpose. No provision of this
Lease may be amended or added to except by an agreement in writing signed by the parties
hereto or their respective successors in interest.
(d) No Offer. Submission of this instrument for examination shall not bind Landlord
in any manner, and no Lease or obligations of Landlord shall arise until this instrument is signed
and delivered by both Landlord and Tenant.
(e) No Waiver. No waiver by Landlord of any provision of this Lease or any breach
by Tenant hereunder shall be deemed to be a waiver of any other provision hereof, or of any
subsequent breach by Tenant of the same or any other provision. Landlord's consent to or
approval of any act by Tenant requiring Landlord's consent or approval shall not be deemed to
render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act of
Tenant, whether or not similar to the act so consented to or approved. No act or thing done by
Landlord or Landlord's agent during the Term of this Lease shall be deemed an acceptance of a
surrender of the Premises, and no agreement to accept a surrender shall be valid unless in writing
and signed by Landlord.
(f) Deadlines. Time is of the essence of this Lease.
(g) Counterparts. This Lease may be executed in counterparts, each of which shall be
deemed an original, but all of which, taken together, shall constitute one and the same
instrument.
CHI 81318llv.12 21

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
(h) Attorneys' Fees. In the event that Landlord should bring suit for the possession of
the Premises, for the recovery of any sum due under this Lease, or because of the breach of any
provisions of this Lease, or for any other relief against Tenant hereunder, or should either party
bring suit against the other with respect to matters arising from or growing out of this Lease or
breach of any provisions of this Lease, then all reasonable, out-of-pocket costs and expenses,
including without limitation, professional fees such as appraisers', accountants' and attorneys'
fees, incurred by the prevailing party therein shall be paid by the other party.
(i) Governing Law. The terms and provisions of this Lease shall be governed and
construed in accordance with the law of the State of Arizona.
(j) Severability. If any term, covenant or condition of this Lease, or the application
thereof, is to any extent held or rendered invalid, it shall be and is hereby deemed to be
independent of the remainder of the Lease and to be severable and divisible therefrom, and its
invalidity, unenforceability or illegality shall not affect, impair or invalidate the remainder of the
Lease or any part thereof.
(k) Successors. All rights and liabilities under this Lease extend to and bind the
successors and assigns of Landlord and permitted successors and assigns of Tenant. No rights,
however, shall inure to the benefit of any transferee of the Tenant unless the transfer has been
consented to by the Landlord in writing as provided in Section 11 or no consent is required. If
there is more than one Tenant, they are all bound jointly and severally by the terms, covenants
and conditions of this Lease.
(1) Patriot Act. Each of Landlord and Tenant, each as to itself, hereby represents its
compliance with all applicable anti-money laundering laws and regulations, including, without
limitation, the USA Patriot Act of 2001, and the laws and regulations administered by the United
States Treasury Department's Office of Foreign Assets Control, including without limitation,
Executive Order 13224 ("Executive Order"). Each of Landlord and Tenant further represents (i)
that it is not owned or controlled directly or indirectly by, and it is not acting for or on behalf of,
any person or entity, on the SDN List published by the United States Treasury Department's
Office of Foreign Assets Control and (ii) that it is not a person otherwise identified by
government or legal authorities as a person with whom a U.S. Person is prohibited from
transacting business. As of the date hereof, a list of such designations and the text for the
Executive Order are published under the internet website address
www.ustreas.gov/offices/enforcement/ofac. If Landlord transfers its interest under this Lease, whether by
sale of the Property or by assignment or by other means (including any transfer by operation of
law), then, in connection with such transfer, the transferee, assignee, or other successor to the
Landlord shall warrant and represent to Tenant, at the time of such transfer, each of the foregoing
warranties and representations set forth above. If Tenant transfers its interest under this Lease,
by assignment or by other means (including any transfer by operation of law), then, in
connection with such transfer, the transferee, assignee, or other successor to the Tenant shall
warrant and represent to Landlord, at the time of such transfer, each of the foregoing warranties
and representations set forth above.
(i) Tenant represents, warrants and covenants that the funds used to make
payments under this Lease are derived and will be derived from legal sources and do not and will
not violate applicable U.S. or non-U.S. anti-money laundering laws and regulations.
CHI 81318llv.12 22

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
(ii) Landlord and Tenant acknowledge and agree that this Lease is a
continuing transaction and that the foregoing representations, warranties and covenants are
ongoing and shall be and remain true and in full force and effect on the date hereof and
throughout the Term. Landlord and Tenant each agree to promptly notify the other party of any
change affecting the accuracy of their own representations, warranties or covenants made under
this Section 23.
(iii) This Section shall survive the expiration or earlier termination of this
Lease.
IN WITNESS THEREOF, Landlord and Tenant have executed this Lease as of the date
first set forth above.
LANDLORD: TENANT:
BOOMERANG MANAGEMENT, LLC, SMART HIGH RELIABILTY
::,A•~ t liability company SOLUTIONS, INC., a Delaware
corporation . _ _,,, . / / ~
cfreggireby By:~; ~~
Its: Manage1 Iain MacKenzie
Its: President and CEO
Date: N6.1 (2, ~\ 7z
Date: Novewber ll I 2-Dr~
Landlord Address for Notices: Tenant Address for Notices:
Address: PO Box 20130 Address: 39870 Eureka Dr
Mesa, AZ 85277 Newark, CA 94560
Phone: ( 480) 779-9779 Attn: Le~al Department
Fax: (425)675-2968 Phone: 5 \D- (,o?-4-'a\5°1
Fax: 5 1 0 - lo 21..\- r,2.3\
CHI 81318llv.12 23

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
EXHIBIT "A"
LEGAL DESCRIPTION OF PROJECT
Lot 1, of FIEST A TECH-1, according to the plat of record in the office of the County Recorder
of Maricopa County, Arizona, recorded in Book 434 of Maps, Page 39.
CHI 81318llv.12

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
EXHIBIT "B"
GRAPHIC DEPICTION OF PREMISES
NOT APART
I '
SUITE 103 I
I
I
CHI 81318llv,12

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
EXHIBIT "C"
PARKING
CHI 81318llv.12

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
EXHIBIT "D"
RULES AND REGULATIONS
1. Subject to the terms and provisions of the Lease, no sign, placard, picture, advertisement,
name or notice of any kind shall be inscribed, displayed, printed or affixed on or to any part of the
outside or inside of the Premises or the Project or the surrounding area without the prior written consent
of Landlord. If such consent is given by Landlord, Landlord may regulate the manner of display of the
sign, placard, picture, advertisement, name or notice. Landlord shall have the right to remove any such
item which has not been approved by Landlord or its being displayed in a non-approved manner without
notice to and at the expense of Tenant. Without the written consent of Landlord, Tenant shall not use
pictures of the Premises or the Project in connection with or in promoting or advertising the business of
Tenant, except as Tenant's address without permission from the Landlord.
2. The sidewalks, driveways, parking areas, halls, passageways, exits, and entrances shall
not be obstructed by Tenant, its customer, invitees, licensees and guest, and shall not be used for any
purposes other than for ingress to and egress from the Premises or the Project. Tenant shall not throw or
allow anyone else to throw anything out of doors or down the passageways. Tenant shall not place
anything or allow anything to be placed near any window or any glass door, partition or wall which may
appear unsightly, in Landlord's sole discretion. Tenant shall not have access to the roof of the Premises,
unless accompanied by a representative of Landlord.
3. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed and no foreign substance of any kind
whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from a
violation of this rule shall be borne by the Tenant who, or whose agents, employees or invitees, shall
have caused the same.
4. All interior window coverings must be approved by Landlord and Tenant may not
remove or replace existing blinds. Tenant shall not overload the floor of the Premises, shall not mark on
or drive nails, drill or screw into the partitions, woodwork or plaster (except as may be incidental to the
hanging of wall decorations) or in any way deface the Premises or any party thereof. Tenant shall not
allow the installation of telephone wires or electrical wires or circuits, except with Landlord's prior
approval which approval shall not be unreasonably withheld or delayed. The installation of telephone
and other equipment affixed to the Premises shall be installed at the expense of Tenant.
5. Landlord shall have the right to prescribe the weight, size and position of all safes and
other heavy equipment brought into the Premises and also the times and manners of moving the same in
and out of the Premises. Safes or other heavy objects shall, if considered necessary by Landlord, stand
on wood strips of such thickness as shall be necessary to properly distribute the weight. Landlord will
not be responsible for loss of or damage to any such safe or property from any cause and all damage
done to the Premises or the Project by moving or maintaining any such safe or other property shall be
repaired at the expense of Tenant. There shall not be used in the Premises or the Project any hand trucks
except those equipped with rubber tires and side guards, and should only be used in appropriate areas.
Carpet pad protectors shall be used by all desk stations.
CHI 81318llv.12

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
6. No bicycles, skateboards or similar vehicles, animals or birds shall be brought in or kept
in or about the Premises or the Project. No cooking shall be done or permitted by Tenant in the
Premises, except preparation with the use of a microwave oven and the preparation of coffee, tea, hot
chocolate and similar items for Tenant, its employees, clients and guests will be permitted.
7. Tenant shall not disturb, solicit or canvas any occupant of the Premises or the Project and
shall cooperate to prevent the same. Canvassing, soliciting and peddling at the Project are prohibited
and each Tenant shall cooperate to prevent such activities. Tenant shall not make or permit to be made
any disturbing noses or disturb or interfere with occupants, or with those having business with such
occupants of the Premises or the Project, by the use of any musical instrument, radio phonograph,
electronic device, or other devices.
8. Landlord reserves the right to refuse access to any persons Landlord in good faith judges
to be intoxicated or under the influence of liquor or drugs, and or a threat to the safety, reputation, or
prope1ty of the Project and its occupants.
9. Tenant shall not use or keep in the Premises or the Project any noxious gas or
combustible fluid or use any method of heating or air conditioning other than that supplied by the
Premises or the Project, nor install or operate machinery, equipment or any mechanical or electrical
device of a nature not directly related to Tenant's ordinary use of the Premises, by reason of safety,
odors and/or vibrations, or interfere in any way with other tenants or occupants conducting business in
the Premises or the Project. The Premises shall not be used for manufacturing or for the storage of
merchandise except as such storage may be incidental to the use of the Premises or the Project for
general office purposes. Tenant shall not conduct any auction or permit any fire sale or bankruptcy sale
to be held in the Premises or the Project. Tenant shall not occupy or permit any portion of the Premises
or the Project to be occupied as an office for a public stenographer or typist or for the manufacturing or
sale of liquor, narcotics or tobacco in any form, barber shop, manicure shop or as an employment
bureau, except with prior written consent of Landlord. The Premises shall not be used for lodging or
sleeping or for illegal purposes.
10. All keys to the Premises and other rooms shall be obtained from Landlord. All duplicate
keys needed by Tenant shall require from Landlord, who shall provide such keys at a reasonable charge.
Tenant, upon termination of its tenancy, shall deliver to Landlord the keys and access cards to the
Premises and other rooms which have been furnished and any reproductions thereof made by or at the
direction of Tenant. Tenant shall be responsible for the cost of replacing any keys that are lost. Tenant
shall not alter or replace any lock or install any additional locks or any bolts on any door of the
Premises.
11. Tenant assumes full responsibility for protecting, at all times, the Premises and all
personal effects of Tenant, its employees, agents and invitees from theft, robbery and pilferage, which
includes keeping doors locked and other means of entry to the Premises closed and secured, and
Landlord shall have no liability with respect thereto. Tenant shall see that the doors of the Premises are
closed and securely locked before leaving the same, and that all water faucets, water apparatus, and
electrical items are shut off before Tenant or Tenant's employees leave the Premises. Tenant shall be
responsible for any damage to the Premises or to other tenants caused by a failure to comply with this
rule.
CHI 8131811v.12

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
12. In case of bomb threats, invasion, mob, riot, public excitement or other condition,
Landlord reserves the right to prevent access to the Premises during the continuance of the same, by
closing the doors or otherwise, for the safety of all tenants and protection of the Premises and property
located therein. The foregoing notwithstanding, Landlord shall have no duty to provide security
protection for the Project at any time or to monitor access thereto.
13. Tenant shall not park in driveways or loading areas or in visitor spaces or reserved
parking spaces of other tenants. Users of the parking area will obey all posted signs and park only in the
areas designated for vehicle parking. Tenant, its employees, agents, contractors, customers and invitees
shall not park in covered parking spaces located within the Project unless specific arrangements for such
covered parking space use have been entered into in writing between Landlord and Tenant. Landlord or
its agents shall have the right to cause to be removed any car of Tenant, its employees, agents,
contractors, customers and invitees that may be parked in unauthorized areas, and Tenant agrees to save
and hold harmless Landlord, its agents and employees from any and all claims, losses, damages and
demand, arising or asserted in connection with the removal of any such vehicle and for all expenses
(including reasonable attorney's fees and costs) incurred by Landlord in connection with such removal.
14. The maintenance, washing, waxing or cleaning of vehicles in the parking lot, driveways
or common areas of the Project is prohibited. Tenant agrees not to park any vehicle in parking lot for
more than a 24-hour period. Violation of this policy will result in the vehicle being towed at the owner's
expense. Unless otherwise instructed, every person using the parking area is required to park and lock
his own vehicle. Landlord will not be responsible for any damage to vehicles, injury to persons or loss
of property, all of which risks are assumed by the party using the parking area. Tenant indemnifies and
agrees to hold Landlord, any operator of the Parking areas and their respective agents harmless from and
against any and all claims, demands, and actions arising out of the use of the parking facilities by Tenant
and its agents, whether brought by any of such persons or any other person.
15. Tenant agrees that it shall comply with all fire regulations that may be issued from time
to time by Landlord or the local governing Fire Department. Tenant shall not waste electricity or water
and agrees to cooperate fully with Landlord to assume the most effective operation of the Premises'
heating and air conditioning equipment. Tenant shall give prompt notice to Landlord, or its designee, of
any injury to or defects in the Premises, plumbing, electrical fixtures, heating apparatus and/or air
conditioning equipment so that the same may be attended to promptly.
16. The Premises has been designated a "non-smoking" building. Smoking is strictly
prohibited in the Premises or upon the Common Areas. Any individual who refuses to refrain from
smoking in an enclosed public area may be issued a citation by the local governing Police Department
and assessed a fine up to $200.00 or the maximum as allowed by law.
17. Landlord reserves the right to rescind, alter, waive, modify, add to, and amend any rule or
regulation at any time prescribed for the Premises when, in Landlord's reasonable judgment, it is
necessary, desirable or proper for the best interest of the Premises or one or more of its tenants.
18. By executing the Lease, Tenant acknowledges and agrees that it has read and understands
these Rules and Regulations and will fully comply with all of the terms and provisions contained
therein.
CHI 81318llv.12

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
19. In the event of a conflict between the terms and provisions of this Lease and the Rules
and Regulations, the Lease shall govern.
CHI 81318llv_J2

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
EXHIBIT "E"
TENANT IMPROVEMENTS
CHI Rl~JRI Iv.12

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
~
I
~
w
I
!! "'
i >
I 00
.. "' 00
5: u

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0
IN WITNESS WHEREOF, Sublandlord and Subtenant have duly executed this
Sublease as of the day and year first written above.
Sublandlord:
SMART High Reliability Solutions, LLC, a
Delaware limited liability company
By: _
Name: Bruce Goldberg
Title: Vice President & CLO
Subtenant:
The Emergency Center, LLC, an Arizona
limited liability company
By: _
Name:
\ Title:
This Sublease is consented to by
Fiesta Tech Owners, LLC,
an Arizona limited liability company
Date:----------- 4/21/2020
Title:---------- President & COO
Nams:---------- Jennifer Schrader
14
255819567v.2

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0
4/21/2020
President & COO
Jennifer Schrader

DocuSign DocuSign Envelope Envelope ID: ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 CBBCAC0F-3659-4884-9BCA-01D3D6969DD0

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
Certificate Of Completion
Envelope Id: CBBCAC0F365948849BCA01D3D6969DD0 Status: Completed
Subject: Please DocuSign: Fiesta sublease.pdf
Source Envelope:
Document Pages: 17 Signatures: 2 Envelope Originator:
Certificate Pages: 4 Initials: 0 Caliber Realty
AutoNav: Enabled 8901 E Mountain View Rd
EnvelopeId Stamping: Enabled Suite 150
Time Zone: (UTC-07:00) Arizona Scottsdale, AZ 85258
compliance@caliberco.com
IP Address: 184.101.45.78
Record Tracking
Status: Original Holder: Caliber Realty Location: DocuSign
4/21/2020 1:17:32 PM compliance@caliberco.com
Signer Events Signature Timestamp
Jennifer Schrader Sent: 4/21/2020 1:25:04 PM
Jennifer.Schrader@caliberco.com Viewed: 4/21/2020 1:51:15 PM
President & COO Signed: 4/21/2020 1:52:48 PM
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 68.228.240.220
Electronic Record and Signature Disclosure:
Accepted: 4/21/2020 1:51:15 PM
ID: c9a84c0a-420e-401c-9239-f23e0940955f
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/21/2020 1:25:04 PM
Certified Delivered Security Checked 4/21/2020 1:51:15 PM
Signing Complete Security Checked 4/21/2020 1:52:48 PM
Completed Security Checked 4/21/2020 1:52:48 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

DocuSign Electronic Envelope Record ID: and 1C96A017-A44A-4C9B-9F08-F25BEABF1C02 Signature Disclosure created on: 7/7/2016 1:49:44 PM
Parties agreed to: Jennifer Schrader
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Caliber Companies (we, us or Company) may be required by law to provide
to you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
How to contact Caliber Companies:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: bill@caliberco.com
To advise Caliber Companies of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at bill@caliberco.com and in the
body of such request you must state: your previous e-mail address, your new e-mail address. We
do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from Caliber Companies
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to bill@caliberco.com and in the body of
such request you must state your e-mail address, full name, US Postal address, and telephone
number. We will bill you for any fees at that time, if any.
To withdraw your consent with Caliber Companies
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to bill@caliberco.com and in the body of such request you must state
your e-mail, full name, IS Postal Address, telephone number, and account number. We do
not need any other information from you to withdraw consent.. The consequences of your
withdrawing consent for online documents will be that transactions may take a longer time
to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.

DocuSign Envelope ID: 1C96A017-A44A-4C9B-9F08-F25BEABF1C02
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify Caliber Companies as described above, I consent to receive
from exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by Caliber Companies during the course of my relationship with you.