Common use of Estoppel; Ratification; Counterparts Clause in Contracts

Estoppel; Ratification; Counterparts. Tenant represents and warrants to Land lord that, as of the Amendment Date: (i) no default, event of default, or breach by Tenant or Landlord exists under the Lease, and all obligations and conditions under the Lease have been performed to date by Tenant or Land lord, as applicable, and have been satisfied free of defenses and setoffs; (ii) no facts or circumstances exist that, with the passage of time, the giving of notice, or both, will or could constitute a default, event of default, or breach by Tenant or Landlord under the Lease; (iii) Tenant is the current owner and holder of all rights, obligations, titles and interests of Tenant under the Lease; (iv) Tenant’s rights, obligations, titles and interests in the Lease have not been assigned, transferred, mortgaged or otherwise hypothecated to any party; and (v) the Lease constitutes the entire agreement between Landlord and Tenant and has not been modified, changed, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. altered, amended or supplemented in any respect, except as set forth in this Amendment. All other terms and conditions of the Lease are hereby ratified and confirmed to the extent not inconsistent with the terms set forth in this Amendment, and such terms and conditions shall be and remain in full force and effect. This Amendment may be executed in any number of counterparts, any one of which shall constitute an original and al! of which shall constitute but one instrument. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. EXECUTED by Landlord and Tenant as of the date first written herein above. LANDLORD COP-SPECTRUM CENTER, LLC By: Granite Properties, Inc., manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director of Leasing TENANT: TC LOAN SERVICE LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO JOINDER BY GUARANTOR Think Finance, Inc. (“Guarantor”), the guarantor of the Lease pursuant to the terms of that certain Continuing Lease Guaranty (the “Guaranty”) dated November 7, 2011 , executed by Guarantor with respect to the Lease, hereby joins in the execution of this Amendment to confirm Guarantor’s approval of this Amendment, and to further confirm that the Guaranty and Guarantor’s obligations under the Guaranty include the unconditional guaranty of the full and prompt payment and performance of all of the obligations of Tenant under the Lease, as the Lease has been amended by this Amendment. Guarantor hereby ratifies the Guaranty and acknowledges and confirms that the Guaranty is and shall be and remain in full force and effect. GUARANTOR: THINK FINANCE, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. EXHIBIT C-1 WORK LETTER

Estoppel; Ratification; Counterparts. Tenant represents and warrants to Land lord Landlord that, as of the Amendment Date: (i) no default, event of default, or breach by Tenant or Landlord exists under the Lease, and all obligations and conditions under the Lease have been performed to date by Tenant or Land lordLandlord, as applicable, and have been satisfied free of defenses and setoffs; (ii) no facts or circumstances exist that, with the passage of time, the giving of notice, or both, will or could constitute a default, event of default, or breach by Tenant or Landlord under the Lease; (iii) Tenant is the current owner and holder of all rights, obligations, titles and interests of Tenant under the Lease; (iv) Tenant’s rights, obligations, titles and interests in the Lease have not been assigned, transferred, mortgaged or otherwise hypothecated to any party; and (v) the Lease constitutes the entire agreement between Landlord and Tenant and has not been modified, changed, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. altered, amended or supplemented in any respect, except as set forth in this Amendment. All Al l other terms and conditions of the Lease are hereby ratified and confirmed to the extent not inconsistent with the terms set forth in this Amendment, and such terms and conditions shall be and remain in full force and effect. This Amendment may be executed in any number of counterparts, any one of which shall constitute an original and al! al l of which shall constitute but one instrument. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. EXECUTED by Landlord and Tenant as of the date first written herein above. LANDLORD COP-SPECTRUM CENTER, LLC By: Granite Properties, Inc., manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director of Leasing TENANT: TC LOAN SERVICE LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO JOINDER BY GUARANTOR Think Finance, Inc. (“Guarantor”), the guarantor of the Lease pursuant to the terms of that certain Continuing Lease Guaranty (the “Guaranty”) dated November 7, 2011 , executed by Guarantor with respect to the Lease, hereby joins in the execution of this Amendment to confirm Guarantor’s approval of this Amendment, and to further confirm that the Guaranty and Guarantor’s obligations under the Guaranty include the unconditional guaranty of the full and prompt payment and performance of all of the obligations of Tenant under the Lease, as the Lease has been amended by this Amendment. Guarantor hereby ratifies the Guaranty and acknowledges and confirms that the Guaranty is and shall be and remain in full force and effect. GUARANTOR: THINK FINANCE, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Schedule B Additional Subleased Premises 2nd Floor – 12,674 square feet (entire second floor – 25,348) [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. EXHIBIT C-1 WORK LETTER.

Estoppel; Ratification; Counterparts. Tenant represents and warrants to Land lord Landlord that, as of the Amendment Date: (i) no default, event of default, or breach by Tenant or Landlord exists under the Lease, and all obligations and conditions under the Lease have been performed to date by Tenant or Land lordLandlord, as applicable, and have been satisfied free of defenses and setoffs; (ii) no facts or circumstances exist that, with the passage of time, the giving of notice, or both, will or could constitute a default, event of default, or breach by Tenant or Landlord under the Lease; (iii) Tenant is the current owner and holder of all rights, obligations, titles and interests of Tenant under the Lease; (iv) Tenant’s rights, obligations, titles and interests in the Lease have not been assigned, transferred, mortgaged or otherwise hypothecated to any party; and (v) the Lease constitutes the entire agreement between Landlord and Tenant and has not been modified, changed, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. altered, amended or supplemented in any respect, except as set forth in this Amendment. All Al l other terms and conditions of the Lease are hereby ratified and confirmed to the extent not inconsistent with the terms set forth in this Amendment, and such terms and conditions shall be and remain in full force and effect. This Amendment may be executed in any number of counterparts, any one of which shall constitute an original and al! al l of which shall constitute but one instrument. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. EXECUTED by Landlord and Tenant as of the date first written herein above. LANDLORD COP-SPECTRUM CENTER, LLC By: Granite Properties, Inc., manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director of Leasing TENANT: TC LOAN SERVICE LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO JOINDER BY GUARANTOR Think Finance, Inc. (“Guarantor”), the guarantor of the Lease pursuant to the terms of that certain Continuing Lease Guaranty (the “Guaranty”) dated November 7, 2011 , executed by Guarantor with respect to the Lease, hereby joins in the execution of this Amendment to confirm Guarantor’s approval of this Amendment, and to further confirm that the Guaranty and Guarantor’s obligations under the Guaranty include the unconditional guaranty of the full and prompt payment and performance of all of the obligations of Tenant under the Lease, as the Lease has been amended by this Amendment. Guarantor hereby ratifies the Guaranty and acknowledges and confirms that the Guaranty is and shall be and remain in full force and effect. GUARANTOR: THINK FINANCE, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: CFO [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. EXHIBIT C-1 WORK LETTERSchedule B Subleased Premises 2nd Floor – 7,489 square feet