Common use of LIST OF EXHIBITS AND SCHEDULES Clause in Contracts

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B

Appears in 2 contracts

Samples: Work Letter Agreement (Cloudera, Inc.), Work Letter Agreement (Cloudera, Inc.)

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LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Exhibit A Form of Note Exhibit B Form of Class A Warrants Exhibit C Escrow Agreement Exhibit D Form of Legal Opinion Exhibit E1 Form of Lockup Agreement Exhibit E2 and E3 Form of Employee Lockup Agreement Schedule 1 List of Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(h) Litigation Schedule 5(k) Solvency Schedule 5(l) Defaults Schedule 5(o) Undisclosed Liabilities Schedule 5(w) Transfer Agent Schedule 8 Fees Schedule 9(e) Use of Proceeds Schedule 9(p)(v) Negative Covenants Schedule 9(l) Intellectual Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum Schedule 9(v) Lockup Providers Schedule 11.1 Securities to be Registered Schedule 12(a) Excepted Issuances Exhibit A Form of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED Convertible Promissory Note NEITHER THE ISSUANCE AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY SALE OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER, AT THE COMPANY’S EXPENSE), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. LANDLORDNOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Principal Amount: ADDRESS$ Issue Date: 395 PAGE MILL LLCFebruary ___, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center2011 SECURED CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAATTITUDE DRINKS, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx(hereinafter called “Borrower”), Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx hereby promises to pay to the order of (Type the “Holder”), address at, without demand, the sum of up to __________ ($______.00) (“Principal Amount”), with interest accruing thereon, on July 15, 2012 (the “Maturity Date”), if not sooner paid or Print Namemodified as permitted herein. This Note has been entered into pursuant to the terms of a subscription agreement by and among the Borrower, the Holder and certain other holders (the “Other Holders”) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxxof convertible promissory notes (the “Other Notes”), Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx dated of even date herewith (After Commencement Datethe “Subscription Agreement”) 000 Xxxx Xxxx Xxxx Xxxx Xxxxfor an aggregate Principal Amount of up to $400,000. Unless otherwise separately defined herein, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property each capitalized term used in this Note shall have the same meaning as set forth in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition Subscription Agreement. The following terms shall apply to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT Bthis Note:

Appears in 2 contracts

Samples: Subscription Agreement (Attitude Drinks Inc.), Lockup Agreement (Attitude Drinks Inc.)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Legal DescriptionExhibit A Definitions Exhibit B Schedules and Early Work Exhibit B-1 Initial Baseline Schedule Exhibit B-2 Railroad Easement Baseline Schedule Exhibit B-3 ROW Cost and Acquisition Baseline Schedule Exhibit B-4 Permit Baseline Schedule Exhibit B-5 Utility Baseline Schedule Exhibit B-6 Scope of Early Work Exhibit C Technical Requirements Exhibit D Escrow Agreement Exhibit E Design-Build Contract Exhibit F Design-Build Work Guarantee Exhibit G Form of Design-Build Letter of Credit Exhibit H Assigned Gross Revenues and Refinancing Gain Share Calculation Exhibit I Form of Electronic Toll Collection Agreement Exhibit J Toll Rate Schedule Exhibit K Form of Violations Processing Services Agreement Exhibit L Cooperative Agreement Exhibit M Public Funds Amount Payment Terms Exhibit N Form of Direct Agreement Exhibit O Baseline Asset Condition Report Exhibit P Known Site Conditions Baseline Report Exhibit Q Known Pre-Existing Hazardous Substances Report Exhibit R Rehabilitation Plan Exhibit S Fuel Adjustment Provisions Exhibit T Turnover Plan Exhibit U Base Case Structural Assets Major Maintenance Plan Exhibit V Base Case Structural Assets Monitoring Plan Exhibit W Non-Compliance Points Table Exhibit X Force Account Provisions Exhibit Y Insurance Requirements Exhibit Z Dispute Resolution Provisions Exhibit AA Labor, Project Site Plan Employment and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage DBE/SWaM Related Matters Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT BB Federal Requirements This COMPREHENSIVE AGREEMENT RELATING TO THE PREMISES. Executed at Palo Alto, California, DOWNTOWN TUNNEL/MIDTOWN TUNNEL/XXXXXX XXXXXX XXXX FREEWAY EXTENSION PROJECT (this “Agreement”) is made and entered into as of December 5, 2011 by and between the reference date. VIRGINIA DEPARTMENT OF TRANSPORTATION (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH the [***]Department. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL ), an agency of the Commonwealth of Virginia (the “State”), the address of which Department is 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000; and XXXXXXXXX RIVER CROSSINGS OPCO LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center(the “Concessionaire”), Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: the address of which is 00 Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxxx Xxxxx, State of CaliforniaXxxxx 000, described as follows: All of Parcel 1Xxxxxxxxxx, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT BXxxxxxxx 00000.

Appears in 2 contracts

Samples: Comprehensive Agreement, Comprehensive Agreement

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Exhibit A Form of Convertible Promissory Note Exhibit B Form of Series A Warrants Exhibit C Form of Escrow Agreement Exhibit D Form of Legal Opinion Schedule 1 List of Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(f) Violations and Conflicts Schedule 5(o) Undisclosed Liabilities Schedule 5(w) Transfer Agent Schedule 9(e) Use of Proceeds Schedule 9(l) Intellectual Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage 12(a) Excepted Issuances Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED A NEITHER THE ISSUANCE AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY SALE OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER, AT THE COMPANY’S EXPENSE), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. LANDLORDNOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Principal Amount: ADDRESS$___________ Issue Date: 395 PAGE MILL LLCAugust __, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center2011 CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAWIZARD WORLD, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx(hereinafter called “Borrower”), Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx hereby promises to pay to the order of [Holder’s name], with an address at [Holder’s _______________________Address], without demand, the sum of up to _______ Dollars (Type $___) (“Principal Amount”), with interest accruing thereon, on December __, 2011 (the “Maturity Date”), if not sooner paid or Print Namemodified as permitted herein. This Convertible Promissory Note (the “Note”) Title: CFO With has been entered into pursuant to the terms of a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxxsubscription agreement by and among the Borrower, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx the Holder and certain other holders (After Commencement Datethe “Other Holders”) 000 Xxxx Xxxx Xxxx Xxxx Xxxxof convertible promissory notes (the “Other Notes”), Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxxdated of even date herewith (the “Subscription Agreement”), Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”for an aggregate Principal Amount of up to $455,000. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property Unless otherwise separately defined herein, each capitalized term used in this Note shall have the same meaning as set forth in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition Subscription Agreement. The following terms shall apply to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT Bthis Note:

Appears in 2 contracts

Samples: Subscription Agreement (Wizard World, Inc.), Subscription Agreement (Wizard World, Inc.)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Exhibit 2.2.1(a) Form of Escrow Agreement Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property Legal Description, Project Site 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders 1 Material Contracts 22 Maximum Working Capital 7 Merger 1 Minimum Working Capital 7 Net Working Capital 7 Non-Disclosure Agreement 43 Option Consideration 4 Outside Date 55 Parachute Payments 41 Parent 1 Parent Benefit Plans 45 Parent Common Stock 4 Parent Material Adverse Effect 34 Parent SEC Reports 35 Participating Common Stock Equivalents 4 PCSEs 4 Per Share Consideration 4 Per Share Contingent Consideration 4 Per Share Stock Consideration 4 Person 56 Plan and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter 18 Pre-Closing Balance Sheet Date 42 Pre-Closing Period 51 Preliminary Closing Balance Sheet 7 Preliminary Closing Date NWC 8 Proposed Closing Balance Sheet 8 Reconciliation Deadline 8 Registration Statement 32 Representatives 39 Restricted Transaction 39 Returns 23 Review Notice 8 SEC 32 Settlement Communications Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri43 Shareholders’ Representative 1 Significant Customer 21 Significant Supplier 21 Straddle Period 52 Sub 1 subsidiaries 56 subsidiary 56 Surviving Corporation 1 Surviving Corporation Common Stock 2 tax 23 Tax Contest 52 taxes 23 Technology 26 Termination Date 53 Third-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT BClaim 51 Third-Party Tax Claim 53 Threshold Amount 54 Total Current Assets 7 Total Current Liabilities 7 Violation 13 WBCA 1 without limitation 56 Working Capital Credit 7 Working Capital Deficit 7

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Flow International Corp), Agreement and Plan of Merger (Flow International Corp)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT Exhibit A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT Summary Term Sheet Exhibit B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Fairholme Agreement Exhibit D: REIT Representation Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT E: GGO Assets Exhibit F: Estoppel Certificate EXHIBIT Form of Approval Order Exhibit G: Rules and Regulations EXHIBIT Form of Warrant Agreement Exhibit H: Telecommunications Equipment SCHEDULE 1[Intentionally Omitted] Exhibit I: Charging Stations Site [Intentionally Omitted] Exhibit J: Form of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form of Non-Control Agreement Exhibit N: Certain REIT Investors Exhibit O: Form of Tax Matters Agreement INDEX OF DEFINED TERMS Defined Term Page 2006 Bank Loan 79 Additional Financing 66 Additional Sales Period 79 Adequate Reserves 30 Adjusted CDND 52 Affiliate 79 Agreement 1 Amended and Restated Agreement 1 Anticipated Debt Paydowns 66 Approval Motion 36 Approval Order 36 Asset Sales 66 Backstop Investors 58 Backstop Shares 7 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Blackstone 98 Blackstone Assigned Securities 98 Blackstone Assigned Shares 98 Blackstone Assigned Warrants 98 Blackstone Purchase Price 99 Brazilian Entities 80 Bridge Note Amount 9 Bridge Note Interest Rate 9 Bridge Note Maturity Date 9 Bridge Notes 9 Bridge Securities 59 Brookfield Agreement 2 Brookfield Consortium Member 80 Brookfield Investor 2 Business Day 80 Calculation Date 52 Capital Raising Activities 80 Cash Equivalents 80 Change of Control 80 Chapter 11 1 Claims 81 Clawback Fee 81 Clawback Percentage 6 Clawback Shares 6 Closing 5 Closing Date 5 Closing Date Net Debt 81 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 82 Closing Xxxxxxxxx 00 XXXX 00 CNDAS Dispute Notice 50 CNDAS Disputed Items 50 Code 22 Common Stock 1 Company 2 Company Benefit Plan SCHEDULE 2: Tri82 Company Board 82 Company Disclosure Letter 13 Company Ground Lease Property 27 Company Mortgage Loan 28 Company Option Plans 15 Company Properties 25 Company Property 25 Company Property Lease 27 Company Rights Offering 5 Company SEC Reports 19 Competing Transaction 82 Conclusive Net Debt Adjustment Statement 83 Confirmation Order 62 Confirmed Debtors 92 Contingent and Disputed Debt Claims 83 Contract 83 control 91 Corporate Level Debt 83 Dealer Manager 58 Debt 84 Debt Cap 66 Debtors 1 Designation Conditions 4 DIP Loan 84 Disclosure Statement 84 Disclosure Statement Order 63 Dispute Notice 49 Disputed Items 50 Domestically Controlled REIT 53 Effective Date 5 Encumbrances 25 Environmental Laws 22 Equity Exchange 2 Equity Securities 15 ERISA 84 ERISA Affiliate 23 Excess Equity Capital Proceeds 8 Excess Surplus Amount 84 Exchangeable Notes 84 Excluded Claims 84 Excluded Non-Party US Plans 23 Fairholme Agreement LANDLORD 3 Fairholme Purchasers 3 Foreign Plan 23 Fully Diluted Basis 86 Fully Diluted GGO Economic Interest 87 GAAP 87 GGO 2 GGO Agreement 43 GGO Board 43 GGO Common Share Amount 87 GGO Common Stock 11 GGO Non-Control Agreement 87 GGO Note Amount 87 GGO Per Share Purchase Price 13 GGO Pro Rata Share 87 GGO Promissory Note 88 GGO Purchase Price 13 GGO Representative 11 GGO Setup Costs 88 GGO Share Distribution 12 GGO Shares 13 GGO Warrants 37 GGP Backstop Rights Offering 57 GGP Backstop Rights Offering Amount 58 GGP Pro Rata Share 88 Governmental Entity 88 Hazardous Materials 22 Xxxxxx Agreement 88 Xxxxxx Amount 87 Xxxxxx Heirs Obligations 89 Identified Assets 11 Indebtedness 89 Initial Investors 3 Investment Agreements 3 Joint Venture 89 Knowledge 89 Law 89 Liquidity Equity Issuances 89 Liquidity Target 65 Material Adverse Effect 90 Material Contract 91 Material Lease 28 Measurement Date 15 Most Recent Statement 25 MPC Assets 91 MPC Taxes 91 Net Debt Excess Amount 91 Net Debt Surplus Amount 91 New Common Stock 2 New Debt 65 New DIP Agreement 62 New Warrant Vesting Date 37 New Warrants 37 Non-Control Agreement 91 Non-Controlling Properties 91 NYSE 37 Offering Premium 92 Operating Partnership 92 Original Agreement 1 PBGC 23 Per Share Purchase Price 3 Permitted Claims 92 Permitted Claims Amount 93 Permitted Replacement Shares 93 Permitted Title Exceptions 25 Person 93 Petition Date 1 Plan 1 Plan Debtors 92 Plan Summary Term Sheet 1 PMA Claims 92 Preliminary Closing Date Net Debt Review Deadline 93 Preliminary Closing Date Net Debt Review Period 93 Preliminary Closing Date Net Debt Schedule 49 Proportionally Consolidated Debt 93 Proportionally Consolidated Unrestricted Cash 94 Proposed Approval Order 36 Proposed Securities 39 PSCM 1 Purchase Price 3 Purchaser 1 ix Purchaser Board Designee 43 Purchaser GGO Board Designees 43 Purchaser Group 94 Put Notice 7 Put Option 7 Put Shares 6 Put Termination Notice 8 Refinance Cap 69 Reinstated Amounts 65 Reinstatement Adjustment Amount 94 REIT 30 REIT Subsidiary 30 Reorganized Company 2 Reorganized Company Organizational Documents 47 Repurchase Notice 6 Repurchase Shares 6 Reserve 93 Reserve Surplus Amount 94 Reserved Shares 6 Resolution Period 49 Rights Agreement 94 Rights Offering Election 5 Xxxxx Bonds 95 Rule 144 56 Sales Cap 68 SEC 19 Securities Act 19 Settlement Date 7 Share Cap Number 66 Share Equivalent 95 Shares 3 Significant Subsidiaries 95 SOX 53 Specified Debt 95 Subscription Right 39 Subsidiary 95 Synthetic Lease Obligation 89 Target Net Debt 95 Tax Matters Agreement 95 Tax Protection Agreements 95 Tax Return 30 Taxes 30 Termination Date 96 Total Purchase Amount 4 Transactions 96 x Transfer 56 TRUPS 96 U.S. Persons 53 Unrestricted Cash 96 Unrestricted Date 54 Unsecured Indebtedness 96 UPREIT Units 96 Warrant Agreement 36 Warrants 36 AMENDED AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN ANDRESTATED STOCK PURCHASE AGREEMENT, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, effective as of the reference date. March 31, 2010 (Signatures continued this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Management, L.P. (“PSCM”), on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLCbehalf of Pershing Square, L.P., a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Centerpartnership, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx XxxxxxxxxPershing Square II, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAL.P., INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxxlimited partnership, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company, (Type or Print Nameeach, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). On March 31, 2010, GGP and the Purchasers entered into the Stock Purchase Agreement (as subsequently amended on May 3, 2010 and May 7, 2010, the “Original Agreement”) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in to provide for the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to terms and conditions for the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office consummation of the Recorder transactions contemplated therein. On August 2, 2010, GGP and the Purchasers entered into the Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010 (as subsequently amended on September 17, 2010, the “Amended and Restated Agreement”) which amended and restated the Original Agreement ab initio in its entirety as set forth therein. Pursuant to Section 13.8 of the County Amended and Restated Agreement, the parties thereto wish to amend and restate the Amended and Restated Agreement ab initio in its entirety as set forth herein. References herein to “date of Santa Xxxxxthis Agreement” and “date hereof” shall refer to March 31, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B2010.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Growth Properties, Inc.)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT AExhibits: Real Exhibit A Condominium Land Exhibit B-1 Existing Leases Exhibit B-2 Delinquency Report Exhibit C Form of Escrow Agreement Exhibit D-1 Pro Forma Policy for Sentinel Unit Exhibit D-2 Pro Forma Policy for Ground Leasehold Exhibit E Form of Deed Exhibit F Form of Assignment and Assumption of Leases Exhibit G Form of Assignment and Assumption of Contracts Exhibit H Form of Seller’s Letter to Tenants Exhibit I Form of Seller’s Bring-Down Certificate Exhibit J Form of Xxxx of Sale Exhibit K Form of FIRPTA Certificate Exhibit L-1 Form of Seller Title Affidavit – Unit Seller Exhibit L-2 Form of Seller Title Affidavit – Ground Lease Seller Exhibit M Form of Non-Competition and Non-Solicitation Agreement Exhibit N Intentionally Omitted. Exhibit O Termination of Property Legal Description, Project Site Plan Management Agreement Exhibit P Form of Purchaser’s Bring-Down Certificate Exhibit Q Notice of Escrow Claim Exhibit R Form of Trustee Resignation Exhibit S-1 Form of Board of Trustees’ Assessment Letter Exhibit S-2 Section 6d Certificate Exhibit T-1 Form of Assignment and Premises Floor Plan EXHIBIT B: Memorandum Assumption of Commencement Ground Lease (Lessee’s Interest) Exhibit T-2 Form of Assignment and Assumption of Ground Lease Term (Lessor’s Interest) Exhibit U-1 Form of Ground Lease Estoppel (Board of Trustee) Exhibit U-2 Form of Ground Lease Estoppel (Lessor) Exhibit V Form of Certificate of Appointment and Schedule Acceptance Exhibit W Form of Base Rent EXHIBIT C Work Letter QDCM Notice Exhibit X Form of Assignment and Assumption of Declarant’s Interest Exhibit Y Form of Sentinel Critical Operations Assignment and Assumption Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT BZ Audit Letter

Appears in 1 contract

Samples: Purchase and Sale Agreement (Digital Realty Trust, Inc.)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Legal DescriptionExhibit A-1 Form of Revolving Credit Note Exhibit A-2 Form of Amended, Project Site Plan Restated and Premises Floor Plan EXHIBIT B: Memorandum Consolidated Term Loan Note Exhibit A-3 Form of Commencement Amended, Restated and Consolidated Swing Line Note Exhibit B Form of Lease Term Notice of Revolving Credit or Swing Line Borrowing Exhibit C Form of Compliance Certificate Exhibit D Form of Pricing Notice Exhibit E-1 Form of Amended, Restated and Consolidated Security Agreement Exhibit E-2 Form of Amended and Restated Guarantor Security Agreement Exhibit F Form of Amended and Restated Unlimited Guaranty Agreement Exhibit G Form of Amended and Restated Fee and Leasehold Mortgage, Assignment of Leases and Rents, Financing Statement and Security Agreement Exhibit H Form of Amended and Restated Collateral Assignment of Leases and Rents Exhibit I [Intentionally Omitted.] Exhibit J Form of Amended and Restated Assignment in Trust Exhibit K Form of Amended and Restated Assignment of Trademarks Exhibit L Form of Amended and Restated Assignment of Licenses, Contracts and Permits Exhibit M Form of Amended and Restated Stock Pledge Agreement Exhibit N Form of Amended and Restated Hazardous Materials Indemnification Agreement Exhibit O Form of Opinions of Borrowers' Counsel Exhibit P Form of Assignment and Acceptance Agreement Exhibit Q Form of Amended and Restated Otten Subordinatxxx Xgreement Exhibit R Acknowledgment of Unrestricted Subsidiary Exhibit S Form of Joinder Schedule 1 Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements Commitment Percentages Schedule 2 Pricing Schedule Schedule 2.1 Schedule of Funding of First Revolving Credit Advance and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED Term Loans by Certain Lenders. Schedule 2.16 Schedule of Letters of Credit Schedule 2.17 Schedule of Bank Accounts Schedule 3.1(q) Schedule of Certain Leases Schedule 5.2 Schedule of Principal Places of Business Schedule 5.4(a) Schedule of Subsidiaries and Issued and Outstanding Stock Schedule 5.4(b) Transactions with Unrestricted Subsidiaries Schedule 5.8 Schedule of Certain Tax Matters Schedule 5.9 Schedule of Financial Statements Schedule 5.14 Schedule of Litigation Schedule 5.13 Schedule of Licenses, Patents, Copyrights and Trademarks Schedule 5.13(c) Schedule of Certain Leasehold Personal Property Interests and Personal Property Lease Agreements Schedule 5.15 Schedule of Pension Plans Schedule 5.16 Schedule of Indebtedness, Liens, Charges and Encumbrances Schedule 5.17 Environmental Matters Schedule 8.4 Schedule of Insurance Schedule 8.9 Schedule of Ownership of Restricted Subsidiaries Schedule 8.12 Schedule of Leases Schedule 8.13 Schedule of Use of Proceeds of Series B Preferred Stock Schedule 8.14 Schedule of Environmental and Land Use Compliance Schedule 8.17 Schedule of Forest Service Permits Schedule 9.3 Investment Policy and Investments AMENDED, RESTATED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES CONSOLIDATED CREDIT AGREEMENT This AMENDED, RESTATED AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, CONSOLIDATED CREDIT AGREEMENT is entered into as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLCOctober 12, 1999 by and among AMERICAN SKIING COMPANY, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Centercorporation ("American Ski") and the other Borrowers from time to time party hereto (each with American Ski a "Borrower" and collectively, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxxthe "Borrowers"), XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAthe Lenders from time to time party hereto, INC.and BANKBOSTON, 0000 Xxxx Xxxx Xxxx N.A., a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1national banking association, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition Agent for the lenders from time to time party hereto (the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350"Agent")”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B.

Appears in 1 contract

Samples: And Consolidated Credit Agreement (American Skiing Co /Me)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Exhibit A Legal Description, Project Site Plan Description of the Land Exhibit B Rent Roll Exhibit C Loan Documents Exhibit D Form of Tax Protection Agreement Exhibit E Form of Assignment and Premises Floor Plan EXHIBIT B: Memorandum Assumption Agreement Exhibit F Form of Commencement Interest Assignments Exhibit G Form of Lease Term Loan Indemnification Agreement Exhibit H Release of Claims Exhibit I Form of Audit Inquiry Letter Exhibit J Form of Joinder to Registration Rights Agreement Exhibit K Form of Amendment to Partnership Agreement Exhibit L Form of Governance Agreement Exhibit M Form of Articles Supplement Exhibit N Form of Cash Investment Agreement Exhibit O Form of Escrow Agreement Exhibit P Form of Joinder to Partnership Agreement Schedule 1 List of Other Contribution Agreements Schedule 2.2(c) Objections List Schedule 3.2(c)(ii) List of Contributors Eligible for Tax Protection Schedule 6.1(b) Capitalization and Title to Interests Schedule 6.1(d) List of Subsidiaries Schedule 6.1(i) Leased FF&E Schedule 6.1(j) Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Non-Terminable Contracts Schedule 6.1(l) Litigation Schedule 6.2 List of Due Diligence Materials Schedule 8.8 Required Capital Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF INTEREST CONTRIBUTION AGREEMENT THIS EXHIBIT WERE OMITTED AND REPLACED WITH INTEREST CONTRIBUTION AGREEMENT (this [***]Agreement. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, ) is made effective as of August 3, 2012 (the reference date. “Effective Date”), by and among (Signatures continued on next pagei) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH DK ESPLANADE, LLC, a Florida limited liability company, and DK ESPLANADE II, LLC, a Florida limited liability company (collectively, the [***]Contributors. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL ), (ii) XXXXXXXXX DEVELOPMENT, LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center(the “Contributors’ Representative”), Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type iii) APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership, or Print Nameits successors and assigns (the “Partnership”), and (iv) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAAPARTMENT TRUST OF AMERICA, INC., 0000 Xxxx Xxxx Xxxx a Delaware Maryland corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH [***]ATA. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B.

Appears in 1 contract

Samples: Interest Contribution Agreement (Landmark Apartment Trust of America, Inc.)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Schedule 1 List of Guarantors Schedule 2 List of Lenders Schedule 3 Collateral Enhancement Requirement Schedule 4 Permitted Dispositions Schedule 5 Permitted Indebtedness Schedule 6 Permitted Investments Schedule 7 Permitted Liens Schedule 8 UCC Filing Offices Schedule 9 Collective Bargaining Agreements Schedule 10 Post-Closing Obligations Exhibit A Form of Secured Promissory Note Exhibit B Collateral Description Exhibit C Form of Landlord Waiver Exhibit D Form of Solvency Certificate Exhibit E Form of Intellectual Property Legal DescriptionSecurity Agreement Exhibit F Form of Assignment and Assumption Agreement Exhibit G Form of Notice of Borrowing Exhibit H Form of Joinder Agreement Exhibit I Reserved Exhibit J Reserved Exhibit K Form of Compliance Certificate Exhibit L-1 Form of U.S. Tax Compliance Certificate Exhibit L-2 Form of U.S. Tax Compliance Certificate Exhibit L-3 Form of U.S. Tax Compliance Certificate Exhibit L-4 Form of U.S. Tax Compliance Certificate Exhibit M Form of Mortgage Exhibit N Form of Guaranty Exhibit O Form of Assignment of Claims Under Government Contract LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT, Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, dated as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLCApril 3, 2017, is entered by and between Sterling Construction Company, Inc., a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Centercorporation (the “Borrower”); the guarantors identified on Schedule 1 hereto (such guarantors, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Nametogether with any entities required to become Guarantors pursuant to the Joinder Requirements, are referred to hereinafter each individually as a “Guarantor” and collectively as the “Guarantors” and together with the Borrower as the “Loan Parties”) Xxx Xxxxxxxxxand Wilmington Trust, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1National Association, as said Parcel is shown upon that certain Parcel Map entitledagent (“Agent”) for the lenders identified on Schedule 2 hereto (such lenders, together with their respective successors and assigns are referred to hereinafter each individually as a Parcel MapLender” and collectively as the “Lenders”), consisting of all of Block 4 ‘Map of Sunnyside Addition to and the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT BLenders.

Appears in 1 contract

Samples: Loan and Security Agreement (Sterling Construction Co Inc)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: EXHIBITS Exhibit A-1 Form of Assignment and Assumption Agreement Exhibit A-2 Form of Assignment and Assumption of Distribution Easements Exhibit A-3 Exhibit B Form of Assignment and Assumption of Transmission Easements Form of Bill of Sale Exhibit C Form of Special Warranty Deed Exhibit D Form of Seller’s Affidavit Exhibit E Form of Franchise Ordinance Exhibit F Form of FPL Termination Agreement Exhibit G Reserved Exhibit H Reserved Exhibit I-1A Form of Airport Substation 5 Lease Agreement and Memorandum of Lease Exhibit I-1B Form of Airport Substation 6 Lease Agreement and Memorandum of Lease Exhibit I-2 Form of Airport Warehouse Lease Agreement and Memorandum of Lease Exhibit J Current Form of Streetlight Agreement Exhibit K Form of Pole Attachment Agreement [Intentionally Omitted] Exhibit L-1 Form of Fiber License Agreement Exhibit X-0 Xxxxxxx X-0 Form of Substation Easement Agreement Form of Substation Equipment Operating and Dismantling Agreement Exhibit M Reserved Exhibit N Reserved Exhibit O Reserved Exhibit P Form of District License Exhibit Q Form of District Sublicense Exhibit R Substation 20 Transmission R/W Exhibit S Power Plant Site Property Description Exhibit T Grand Harbor Property Description Exhibit U Acquired Substations and Certain Other FPUA Joint Facilities Related Property Descriptions Exhibit V Reserved Exhibit W Reserved Exhibit X Reserved Exhibit Y Form of Grounding Lease Agreement SCHEDULES Schedule 1.1(17) Assumed Contracts Schedule 1.1(50) Specific Customer Service Assets Schedule 1.1(61) Easements Schedule 1.1(81) Excluded Inventory Schedule 1.1(88) Fiber Optic System Schedule 1.1(127) Licensed Intellectual Property Schedule 1.1(144) Specific Permitted Encumbrances Schedule 1.1(160) Radio Licenses Schedule 1.1(161) Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement 1.1(184) Service Territory Schedule 1.1(196) Title Commitments Schedule 1.1(204) Vehicles Schedule 2.2(1) Rights for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Seller to Provide Other Municipal or Utility Functions Schedule 3.6(d) Prorations Schedule 3.7(v) Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: TriCertificates from Non-Seller Parties to Assumed Contracts Schedule 3.7(w) Estoppel Certificates from Non-Seller Parties to Real Property Interest Instruments Schedule 4.3 Seller Third-Party Agreement LANDLORD Consents Schedule 4.4 Reports Schedule 4.5 Certain Disclosed Liabilities to which Acquired Assets are Subject Schedule 4.6(a) Encumbrances Schedule 4.6(b) Encumbrances on Title to Tangible Personal Property Schedule 4.6(e)(i) Eminent Domain or Rezoning Actions Schedule 4.6(f) Rents, Fees, Royalties, Water Or Sewer Charges, Taxes or Assessments or Other Amounts Payable or Receivable Schedule 4.7 Acquired Assets Not in Sufficient Condition Schedule 4.7(b) Acquired Assets in Need of Repair Schedule 4.8 Insurance Schedule 4.9 Environmental, Licensing and Governmental Matters Schedule 4.9(j) Environmental Permits Schedule 4.10 Labor Matters Schedule 4.11(a) Benefit Plans Schedule 4.12 Acquired Assets not Located on Real Property Schedule 4.13 Material Seller Contracts Schedule 4.13(b) Other Contracts Schedule 4.14 Seller Legal Proceedings Schedule 4.15(a) Non-Environmental Permits Schedule 4.17 Tax Matters Schedule 4.18 Intellectual Property Schedule 5.3(a) Buyer Third-Party Consents Schedule 5.3(b) Buyer’s Required Regulatory Approvals Schedule 6.1(a) Interim Period Exceptions Schedule 6.4(a) Permitted Actions Schedule 6.10(a) Employees ASSET PURCHASE AND TENANT EACH HAS CAREFULLY READ SALE AGREEMENT This ASSET PURCHASE AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN ANDSALE AGREEMENT (the “Agreement”), BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, dated as of , 2017 (the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS “Date of this Agreement”), is made and entered into by and between the CITY OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLCVERO BEACH, FLORIDA, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware municipal corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description organized under the laws of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of CaliforniaFlorida (“Seller”), described as follows: All of Parcel 1and FLORIDA POWER & LIGHT COMPANY, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to a corporation organized under the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office laws of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23Florida (“Buyer”). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH Xxxxxx and Xxxxx are referred to individually as a [***]Party,” and together as the “Parties.. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT Exhibit A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT Summary Term Sheet Exhibit B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Fairholme Agreement Exhibit D: REIT Representation Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT E: GGO Assets Exhibit F: Estoppel Certificate EXHIBIT Form of Approval Order Exhibit G: Rules and Regulations EXHIBIT Form of Warrant Agreement Exhibit H: Telecommunications Equipment SCHEDULE 1[Intentionally Omitted] Exhibit I: Charging Stations Site [Intentionally Omitted] Exhibit J: Form of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form of Non-Control Agreement Exhibit N: Certain REIT Investors INDEX OF DEFINED TERMS Defined Term Page 2006 Bank Loan 76 Additional Financing 63 Additional Sales Period 77 Adequate Reserves 30 Affiliate 77 Agreement 1 Anticipated Debt Paydowns 63 Approval Motion 36 Approval Order 36 Asset Sales 64 Backstop Investors 55 Backstop Shares 7 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Blackstone 94 Blackstone Assigned Securities 94 Blackstone Assigned Shares 94 Blackstone Assigned Warrants 94 Blackstone Purchase Price 95 Brazilian Entities 77 Bridge Note Amount 9 Bridge Note Interest Rate 9 Bridge Note Maturity Date 9 Bridge Notes 9 Bridge Securities 57 Brookfield Agreement 2 Brookfield Consortium Member 77 Brookfield Investor 2 Business Day 77 Capital Raising Activities 77 Cash Equivalents 77 Change of Control 78 Chapter 11 1 Claims 78 Clawback Percentage 6 Clawback Shares 6 Closing 4 Closing Date 5 Closing Date Net Debt 78 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 79 Closing Xxxxxxxxx 00 XXXX 00 CNDAS Dispute Notice 50 CNDAS Disputed Items 50 Code 22 Common Stock 1 Company 2 Company Benefit Plan SCHEDULE 2: Tri79 Company Board 80 Company Disclosure Letter 13 Company Ground Lease Property 27 Company Mortgage Loan 28 Company Option Plans 15 Company Properties 24 Company Property 24 Company Property Lease 27 Company Rights Offering 5 Company SEC Reports 19 Competing Transaction 80 Conclusive Net Debt Adjustment Statement 80 Confirmation Order 60 Confirmed Debtors 89 Contract 80 control 88 Corporate Level Debt 80 Dealer Manager 55 Debt 80 Debtors 1 Designation Conditions 4 DIP Loan 81 Disclosure Statement 81 Disclosure Statement Order 60 Dispute Notice 49 Disputed Items 49 Effective Date 4 Encumbrances 25 Environmental Laws 21 Equity Exchange 2 Equity Securities 15 ERISA 81 ERISA Affiliate 23 Excess Equity Capital Proceeds 8 Excess Surplus Amount 81 Exchangeable Notes 81 Excluded Claims 81 Excluded Non-Party US Plans 23 Fairholme Agreement LANDLORD 3 Fairholme Purchasers 3 Foreign Plan 23 Fully Diluted Basis 83 Fully Diluted GGO Economic Interest 83 GAAP 84 GGO 2 GGO Agreement 43 GGO Board 43 GGO Common Share Amount 84 GGO Common Stock 11 GGO Non-Control Agreement 84 GGO Note Amount 84 GGO Per Share Purchase Price 13 GGO Pro Rata Share 84 GGO Promissory Note 84 GGO Purchase Price 13 GGO Representative 11 GGO Setup Costs 85 GGO Share Distribution 12 GGO Shares 13 GGO Warrants 37 GGP Backstop Rights Offering 55 GGP Backstop Rights Offering Amount 55 GGP Pro Rata Share 85 Governmental Entity 85 Hazardous Materials 22 Xxxxxx Agreement 85 Xxxxxx Amount 84 Xxxxxx Heirs Obligations 85 Identified Assets 11 Indebtedness 85 Indemnity Cap 51 Initial Investors 3 Investment Agreements 3 Joint Venture 86 Knowledge 86 Law 86 Liquidity Equity Issuances 86 Liquidity Target 62 Material Adverse Effect 86 Material Contract 87 Material Lease 27 Measurement Date 15 Most Recent Statement 24 MPC Assets 88 MPC Taxes 88 Net Debt Excess Amount 88 Net Debt Surplus Amount 88 New Common Stock 1 New Debt 63 New DIP Agreement 60 New Warrant Vesting Date 37 New Warrants 36 Non-Control Agreement 88 Non-Controlling Properties 88 NYSE 37 Offering Premium 88 Operating Partnership 89 Original Agreement 1 PBGC 23 Per Share Purchase Price 3 Permitted Claims 89 Permitted Claims Amount 89 Permitted Replacement Shares 89 Permitted Title Exceptions 25 Person 90 Petition Date 1 Plan 1 Plan Debtors 89 Plan Summary Term Sheet 1 PMA Claims 89 Preliminary Closing Date Net Debt Review Deadline 90 Preliminary Closing Date Net Debt Review Period 90 Preliminary Closing Date Net Debt Schedule 49 Proportionally Consolidated Debt 90 Proportionally Consolidated Unrestricted Cash 90 Proposed Approval Order 36 Proposed Securities 39 PSCM 1 Purchase Price 3 Purchaser 1 Purchaser Board Designee 43 Purchaser GGO Board Designees 43 Purchaser Group 91 Put Notice 7 Put Option 7 Put Shares 6 Put Termination Notice 8 Refinance Cap 66 Reinstated Amounts 63 Reinstatement Adjustment Amount 91 Reinstatement Amount 91 REIT 30 REIT Subsidiary 30 Reorganized Company 1 Reorganized Company Organizational Documents 47 Repurchase Notice 6 Repurchase Shares 6 Reserve 89 Reserve Surplus Amount 91 Reserved Shares 6 Resolution Period 49 Rights Agreement 91 Rights Offering Election 5 Xxxxx Bonds 91 Rule 144 53 Sales Cap 65 SEC 19 Securities Act 19 Settlement Date 7 Share Cap Number 64 Share Equivalent 91 Shares 3 Significant Subsidiaries 92 Specified Debt 92 Subscription Right 39 Subsidiary 92 Synthetic Lease Obligation 86 Target Net Debt 92 Tax Protection Agreements 92 Tax Return 30 Taxes 30 Termination Date 92 Total Purchase Amount 4 Transactions 92 Transfer 54 TRUPS 92 Unrestricted Cash 93 Unrestricted Date 52 Unsecured Indebtedness 93 UPREIT Units 93 x Warrant Agreement 36 Warrants 36 AMENDED AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN ANDRESTATED STOCK PURCHASE AGREEMENT, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, effective as of the reference date. March 31, 2010 (Signatures continued this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Management, L.P. (“PSCM”), on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLCbehalf of Pershing Square, L.P., a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Centerpartnership, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx XxxxxxxxxPershing Square II, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAL.P., INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxxlimited partnership, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company, (Type or Print Nameeach, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). On March 31, 2010, GGP and Purchasers entered into the Stock Purchase Agreement (as subsequently amended on May 3, 2010 and May 7, 2010, the “Original Agreement”) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in to provide for the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to terms and conditions for the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office consummation of the Recorder transactions contemplated herein. Pursuant to Section 13.8 of the County Original Agreement, the parties thereto wish to amend and restate the Original Agreement ab initio in its entirety as set forth herein. References herein to “date of Santa Xxxxxthis Agreement” and “date hereof” shall refer to March 31, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B2010.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Growth Properties Inc)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Exhibit A Legal DescriptionDescription of the Projects Exhibit B Location of the Projects Exhibit C Form of Promissory Note Exhibit D Allocated Loan Amounts Exhibit E Form of Assignment and Acceptance Exhibit F List of Management Agreements Exhibit G Structure Chart Exhibit H Reserved Exhibit I Form of Interest Rate Protection Pledge Exhibit J Defeasance Schedule 1 Commitments Schedule 2 Guaranties Schedule 2.1 Advance Conditions Schedule 2.3.5 Make Whole Breakage Amount Definitions Schedule 3.9.3 Northeast Portfolio Projects Schedule 5.3.4 Lead Based Paint Projects Schedule 5.3.5 O&M Plan Projects Schedule 5.3.6 UST Projects Schedule 5.3.7 Phase II Projects Schedule 4 Projects Schedule 9.14 Required Repairs Schedule 9.17 Post Closing Obligations (vi) INDEX OF DEFINED TERMS Abatement Budget 41 Abatement Plan 41 Abatement Program 41 ACM 42 Additional Advance 1 Additional Costs 24 Adjusted Operating Expenses 1 Adjusted Operating Revenues 1 Administrative Agent 1 Advance Date 1, 22 Affiliate 1 Agreement 1 Allocated Loan Amount 1 Alternate Base Rate 1 Alternate Base Rate Loans 2 Anti-Money Laundering Laws 2 Applicable Lending Office 2 Applicable Percentage 2 Appraisal 2 Asbestos Operations & Maintenance Plans 42 Assignment and Acceptance 2 Assignment of Contracts 2 Assignments of Rents and Leases 3 Bank Secrecy Act 3 Bankruptcy Party 57 Basle Accord 3 Borrower 1 Borrower Party 3 Building 3 Buildings 3 Business Day 3 Capital Improvements Period 19 Capital Improvements Reserve 3 Capital Improvements Shortfall 20 Carve-Out Guaranty 3 Cash Flow Sweep Event 3 Cash Flow Sweep Release 3 Cash on Cash Return 3 Casualty 37 Closing Date 4 Commitment 4 Contract Rate 4 Contribution Agreement 4 Control 4 Convert 4 Cross-Collateral Guaranty 4 Debt 4 Debt Service 5 Debt Service Coverage 5 Default Rate 5 Early Termination Date 29 Environmental Consultant 41 Environmental Laws 39 Eurodollar Business Day 6 Event of Default 56 Expense Fee 34 Federal Funds Rate 5 Financial Institution 5 First Mortgage 5 Form W-8BEN 28 Form W-8ECI 28 Guarantors 5 Guaranty 5 Hazardous Materials 39 Hazardous Materials Indemnity Agreement 5 Interest Rate Protection Agreement 6 Interest Rate Protection Pledge 6 Joinder Loan Documents 6 Lead Based Paint Operations and Maintenance Plan 41 Leases 6 Lender 1 Lenders 1 Libor-based Loans 6 Libor-based Rate 6, 25 Lien 6 Loan Documents 6 Loan Year 7 Loans 6 Lockout Period 18 LTV 7 Majority Lenders 7 Management Agreements 7 Manager Subordination Agreement 7 Managers 7 Maturity Date 7 Maximum Loan Amount 7 Mortgage 7 Mortgage Security Documents 8 Net Cash Flow 8 Net Cash Flow Sweep 29 Net Operating Income 8 Note A 8 Note A and Note B Lockout Period 8, 18 Note A Interest Rate 8 Note A Loans 8 Note B 8 Note B Interest Rate 8 Note B Loans 9 Note C 9 Note C Amortization Date 18 Note C Interest Rate 9 Note C Loans 9 Note C Lockout Period 8 OFAC 9 Operating Expenses 9 Operating Revenues 10 Other Income 10 Partial Release 10 Partial Release Amount 10 Partial Release Notice 10 Participant 10 Patriot Act 10 Payment Date 11 Payor 11, 22 Permitted Encumbrances 11 Person 11 Pledge and Security Agreement 11 Pledgor 11 Portfolio 11 Potential Default 11 Primary Debt Obligation 11 Prime Rate 11 Principal Repayment Allocations 11 Projects 12 Proposed Lender 12, 28 Recourse Guaranties 12 Regulation D 12 Regulatory Change 12 Release Date 12 Rents 12 Replacement Costs 19 Requesting Lender 12, 28 Required Amount 19 Required Payment 22 Required Payment 12 Required Repairs 12 Second Mortgage 13 Secondary Debt Obligation 13 Secured Guaranty 13 Single Purpose Entity 13 Site Assessment 13 Specially Designated National and Blocked Persons 13 State 13 Substitute Loan 13 Substitute Project Site Plan 33 Substitution Fee 34 Substitution Request 33 Survey Completion Date 41 Tax and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Insurance Escrow Fund 39 Taxes 13 Term 14 Title Policy 14 Type 14 U.S. Person 14, 28 U.S. Taxes 28 Underwritten Income 14 LOAN AGREEMENT This Loan Agreement (together with all exhibits, schedules, and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements attachments and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH as hereafter amended, this [***]Agreement. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, ) is entered into as of November 30, 2005 among each of the reference date. entities that is a signatory hereto identified under the caption “BORROWERS” on the signature pages hereof (Signatures continued individually, a “Borrower” and, collectively, the “Borrowers”); each of the lenders that is a signatory hereto identified under the caption “LENDERS” on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH the signature pages hereof and each lender that becomes a [***]Administrative Agent” after the date hereof pursuant to Section 12.27.2 (individually, a “Lender” and, collectively, the “Lenders. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC); and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1corporation, as said Parcel is shown upon that certain Parcel Map entitledadministrative agent for the Lenders (in such capacity, together with its successors in such capacity, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350Administrative Agent”)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B.

Appears in 1 contract

Samples: Loan Agreement (Tarragon Corp)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT Exhibit A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT Summary Term Sheet Exhibit B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Fairholme Agreement Exhibit D: REIT Representation Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT E: GGO Assets Exhibit F: Estoppel Certificate EXHIBIT Form of Approval Order Exhibit G: Rules and Regulations EXHIBIT Form of Warrant Agreement Exhibit H: Telecommunications Equipment SCHEDULE 1[Intentionally Omitted] Exhibit I: Charging Stations Site [Intentionally Omitted] Exhibit J: Form of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form of Non-Control Agreement Exhibit N: Certain REIT Investors INDEX OF DEFINED TERMS Defined Term Page 2006 Bank Loan 59 Act 43 Additional Financing 49 Additional Sales Period 59 Adequate Reserves 23 Affiliate 59 Agreement 1 Anticipated Debt Paydowns 49 Approval Motion 29 Approval Order 29 Asset Sales 49 Backstop Commitment 7 Backstop Consideration 8 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Blue Sky 43 Brazilian Entities 59 Brookfield Agreement 2 Brookfield Backstop Commitment 7 Brookfield Consortium Member 59 Brookfield Investor 2 Business Day 59 Capital Raising Activities 59 Cash Equivalents 59 Change of Control 60 Chapter 11 1 Claims 60 Closing 4 Closing Date 4 Closing Date Net Debt 60 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 61 Closing Restraint 57 CMPC 6 Code 17 Common Stock 1 Company 1 Company Benefit Plan SCHEDULE 2: Tri61 Company Board 61 Company Disclosure Letter 9 Company Ground Lease Property 21 Company Mortgage Loan 22 Company Option Plans 10 Company Properties 19 Company Property 19 Company Property Lease 21 Company Rights Offering 4 Company SEC Reports 14 Competing Transaction 62 Conclusive Net Debt Adjustment Statement 62 Confirmation Order 46 Confirmed Debtors 69 Contract 62 Conversion Shares 62 Corporate Level Debt 62 Debt 62 Debtors 1 Designation Conditions 3 DIP Loan 63 Disclosure Statement 63 Disclosure Statement Order 46 Dispute Notice 40 Disputed Items 40 Effective Date 4 Eligible Holder 6 Encumbrances 19 Environmental Laws 16 Equity Exchange 1 Equity Securities 11 ERISA 63 ERISA Affiliate 17 Essential Assets 63 Excess Surplus Amount 63 Exchangeable Notes 63 Excluded Claims 63 Excluded Non-Party US Plans 18 Expiration Time 7 Fairholme Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND2 Fairholme Backstop Commitment 8 Fairholme Purchasers 2 Foreign Plan 18 Fully Diluted Basis 65 GAAP 65 GGO 2 GGO Agreement 35 GGO Backstop Limit 7 GGO Board 35 GGO Common Share Amount 65 GGO Common Stock 5 GGO Minimum Allocation Right 7 GGO Non-Control Agreement 65 GGO Note Amount 65 GGO Per Share Purchase Price 7 GGO Pro Rata Share 65 GGO Promissory Note 65 GGO Purchase Price 65 GGO Representative 5 GGO Rights Offering 6 GGO Rights Offering Shares 6 GGO Setup Costs 65 GGO Share Distribution 6 GGO Shares 66 GGO Warrants 30 GGP 1 GGP Pro Rata Share 66 Governmental Entity 66 Hazardous Materials 16 Xxxxxx Agreement 66 Xxxxxx Amount 65 Xxxxxx Heirs Obligations 66 Identified Assets 5 Indebtedness 66 Indemnity Cap 41 Initial Investor 2 Investment Agreements 2 Joint Venture 67 Knowledge 67 Law 67 Liquidity Equity Issuances 67 Liquidity Target 48 Material Adverse Effect 67 Material Contract 68 Material Lease 22 Measurement Date 10 Most Recent Statement 19 MPC Assets 68 MPC Tax Reserve 68 MPC Taxes 68 Net Debt Excess Amount 68 Net Debt Surplus Amount 69 New Common Stock 1 New Debt 48 New Warrants 30 Non-Control Agreement 69 Non-Controlling Properties 69 NYSE 30 Offering Premium 69 Operating Partnership 69 PBGC 17 Per Share Purchase Price 3 Permitted Claims 69 Permitted Claims Amount 70 Permitted Replacement Shares 70 Permitted Title Exceptions 19 Person 70 Petition Date 1 Plan 1 Plan Debtors 69 Plan Summary Term Sheet 1 PMA Claims 69 Preliminary Closing Date Net Debt Review Deadline 70 Preliminary Closing Date Net Debt Review Period 70 Preliminary Closing Date Net Debt Schedule 40 Proportionally Consolidated Debt 70 Proportionally Consolidated Unrestricted Cash 70 Proposed Approval Order 29 Proposed Securities 31 PSCM 1 Purchase Group 71 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Board Designees 35 Purchaser GGO Board Designees 35 Purchaser Group Debt Holdings 62 Record Date 7 Refinance Cap 51 Reinstated Amounts 48 Reinstatement Adjustment Amount 71 Reinstatement Amount 71 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 38 Reserve 70 Reserve Surplus Amount 71 Resolution Period 40 Right 7 Rights Agreement 71 Rights Offering Election 4 Xxxxx Bonds 71 Rule 144 43 Sales Cap 50 SEC 14 Securities Act 14 Share Cap Number 49 Share Equivalent 71 Shares 3 Significant Subsidiaries 71 Specified Debt 72 Subscription Agent 7 Subscription Right 31 Subsidiary 72 Synthetic Lease Obligation 66 Target Net Debt 72 Tax Protection Agreements 72 Tax Return 24 Taxes 24 Termination Date 72 Total Unsubscribed Shares 8 Transactions 72 TRUPS 72 Unrestricted Cash 72 Unrestricted Date 42 Unsecured Indebtedness 72 Unsubscribed Shares 7 UPREIT Units 73 Warrant Agreement 29 Warrants 29 ix STOCK PURCHASE AGREEMENT, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, dated as of the reference date. March 31, 2010 (Signatures continued this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Management, L.P. (“PSCM”), on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLCbehalf of Pershing Square, L.P., a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Centerpartnership, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx XxxxxxxxxPershing Square II, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAL.P., INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxxlimited partnership, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company, (Type or Print Name) Title: CFO With each, except PSCM, together with its permitted nominees and assigns, a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH [***]Purchaser. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B.

Appears in 1 contract

Samples: Non Control Agreement (General Growth Properties Inc)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Exhibit A - List of Shareholders of the Company Exhibit B - Form of ROV Agreement Exhibit C - Form of Registration Rights Agreement Exhibit D - Form of Shareholders Agreement Exhibit E - Form of Business Cooperation Agreement Exhibit F - Form of Articles of Incorporation and By-Laws Exhibit G-1 - Form of Employment Agreement - Gerald G. Reuhl Exhibit G-2 - Form of Employment Agreement - Owen X. Xxxxx Xxxxxit G-3 - Form of Employment Agreement - S. Jamxx Xxxxxx Xxxibit G-4 - Form of Employment Agreement - Andrew X. Xxxxxx Xxhibit G-5 - Form of Employment Agreement - Ranxxxx X. Xxxxxx Xxhibit G-6 - Form of Employment Agreement - Mixxxxx X. Xxxxxxxxn Exhibit G-7 - Form of Employment Agreement - Xxx Xxxxxxxx Xxxxbit G-8 - Form of Employment Agreement - Ken Duxxx Xxxxxxx H-1 - Form of Opinion of the General Counsel ox the Company Exhibit H-2 - Form of Opinion of Special Counsel to the Company and Certain Selling Shareholders (other than the Funds) Exhibit H-3 - Form of Opinion of Counsel to the Funds Exhibit I - Form of FIRPTA Certificate Exhibit J-1 - Form of Opinion of French Counsel to the Purchaser Exhibit J-2 - Form of Opinion of Special U.S. Counsel to the Purchaser Exhibit K - Reserves Report Exhibit L - Ruling Letter and Customs Commissioner Response thereto Schedule 6A - List of Foreign Jurisdictions Schedule 6B - Capital Stock and Options Schedule 6C - Consents and Waivers Schedule 6D - Financial Statements Schedule 6E - Material Adverse Changes Schedule 6F - Certain Developments Schedule 6G - Tax Matters Schedule 6H - Legal Proceedings Schedule 6I - Real Property Legal DescriptionSchedule 6J - Vessels Schedule 6K - Tangible Personal Property Schedule 6L - Intangible Property Schedule 6M - Material Contracts Schedule 6N - Employee Benefits Schedule 6P - Compliance with Laws; Permits Schedule 6Q - Environmental Matters Schedule 6S - Insurance Schedule 6T - Customers and Suppliers Schedule 6U - Related Party Transactions Schedule 7A - Shareholder Restrictions Schedule 8B - Purchaser Consents and Approvals PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "AGREEMENT"), Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, dated as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLCApril 11, 1997, is among Cal Dive International, Inc., a Delaware limited liability company c/o Xxx Xxxx Minnesota corporation (the "COMPANY"), Coflexip, a French corporation (the "PURCHASER"), and the shareholders of the Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. listed on EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”(individually, a "SHAREHOLDER" and, collectively, the "SHAREHOLDERS"). A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933Except as otherwise defined herein, capitalized terms used in this Agreement are defined in Section 10. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description This Agreement is being executed in connection with the acquisition of Real Property For The Premises Real property in thirty-one and eight-tenths percent (31.8%) of the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition issued and outstanding capital stock (after giving effect to the Town of Xxxxxxxx’ (K Maps, 47transactions contemplated by this Agreement) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder Company by the Purchaser. This acquisition will be accomplished through the (i) issuance and sale by the Company of 528,541 shares of Common Stock, no par value, of the County Company (the "COMPANY SHARES") for an aggregate purchase price of Santa XxxxxFour Million Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Seven and 86/100 Dollars ($4,999,997.86), State and (ii) the sale by the Shareholders of California on June 273,171,247 shares of Common Stock, 1975 in Book 358 no par value, of Mapsthe Company (the "SHAREHOLDER SHARES") for an aggregate purchase price of Twenty-Nine Million Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Seven Dollars ($29,999,997.00), at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT Ball as hereinafter described.

Appears in 1 contract

Samples: Purchase Agreement (Cal Dive International Inc)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: EXHIBITS Exhibit A-1 Form of Assignment and Assumption Agreement Exhibit A-2 Form of Assignment and Assumption of Distribution Easements Exhibit A-3 Exhibit B Form of Assignment and Assumption of Transmission Easements Form of Xxxx of Sale Exhibit C Form of Special Warranty Deed Exhibit D Form of Seller’s Affidavit Exhibit E Form of Franchise Ordinance Exhibit F Form of FPL Termination Agreement Exhibit G Reserved Exhibit H Reserved Exhibit I-1A Form of Airport Substation 5 Lease Agreement and Memorandum of Lease Exhibit I-1B Form of Airport Substation 6 Lease Agreement and Memorandum of Lease Exhibit I-2 Form of Airport Warehouse Lease Agreement and Memorandum of Lease Exhibit J Current Form of Streetlight Agreement Exhibit K Form of Pole Attachment Agreement [Intentionally Omitted] Exhibit L-1 Form of Fiber License Agreement Exhibit X-0 Xxxxxxx X-0 Form of Substation Easement Agreement Form of Substation Equipment Operating and Dismantling Agreement Exhibit M Reserved Exhibit N Reserved Exhibit O Reserved Exhibit P Form of District License Exhibit Q Form of District Sublicense Exhibit R Substation 20 Transmission R/W Exhibit S Power Plant Site Property Description Exhibit T Grand Harbor Property Description Exhibit U Acquired Substations and Certain Other FPUA Joint Facilities Related Property Descriptions Exhibit V Reserved Exhibit W Reserved Exhibit X Reserved Exhibit Y Form of Grounding Lease Agreement SCHEDULES Schedule 1.1(17) Assumed Contracts Schedule 1.1(50) Specific Customer Service Assets Schedule 1.1(61) Easements Schedule 1.1(81) Excluded Inventory Schedule 1.1(88) Fiber Optic System Schedule 1.1(127) Licensed Intellectual Property Schedule 1.1(144) Specific Permitted Encumbrances Schedule 1.1(160) Radio Licenses Schedule 1.1(161) Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement 1.1(184) Service Territory Schedule 1.1(196) Title Commitments Schedule 1.1(204) Vehicles Schedule 2.2(1) Rights for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Seller to Provide Other Municipal or Utility Functions Schedule 3.6(d) Prorations Schedule 3.7(v) Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: TriCertificates from Non-Seller Parties to Assumed Contracts Schedule 3.7(w) Estoppel Certificates from Non-Seller Parties to Real Property Interest Instruments Schedule 4.3 Seller Third-Party Agreement LANDLORD Consents Schedule 4.4 Reports Schedule 4.5 Certain Disclosed Liabilities to which Acquired Assets are Subject Schedule 4.6(a) Encumbrances Schedule 4.6(b) Encumbrances on Title to Tangible Personal Property Schedule 4.6(e)(i) Eminent Domain or Rezoning Actions Schedule 4.6(f) Rents, Fees, Royalties, Water Or Sewer Charges, Taxes or Assessments or Other Amounts Payable or Receivable Schedule 4.7 Acquired Assets Not in Sufficient Condition Schedule 4.7(b) Acquired Assets in Need of Repair Schedule 4.8 Insurance Schedule 4.9 Environmental, Licensing and Governmental Matters Schedule 4.9(j) Environmental Permits Schedule 4.10 Labor Matters Schedule 4.11(a) Benefit Plans Schedule 4.12 Acquired Assets not Located on Real Property Schedule 4.13 Material Seller Contracts Schedule 4.13(b) Other Contracts Schedule 4.14 Seller Legal Proceedings Schedule 4.15(a) Non-Environmental Permits Schedule 4.17 Tax Matters Schedule 4.18 Intellectual Property Schedule 5.3(a) Buyer Third-Party Consents Schedule 5.3(b) Buyer’s Required Regulatory Approvals Schedule 6.1(a) Interim Period Exceptions Schedule 6.4(a) Permitted Actions Schedule 6.10(a) Employees ASSET PURCHASE AND TENANT EACH HAS CAREFULLY READ SALE AGREEMENT This ASSET PURCHASE AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN ANDSALE AGREEMENT (the “Agreement”), BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, dated as of , 2017 (the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS “Date of this Agreement”), is made and entered into by and between the CITY OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLCVERO BEACH, FLORIDA, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware municipal corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description organized under the laws of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of CaliforniaFlorida (“Seller”), described as follows: All of Parcel 1and FLORIDA POWER & LIGHT COMPANY, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to a corporation organized under the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office laws of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23Florida (“Buyer”). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH Seller and Buyer are referred to individually as a [***]Party,” and together as the “Parties.. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: EXHIBITS Exhibit A Real Property Description Exhibit A-1 through Exhibit A-6 Exhibit C List of Tenant Leases Exhibit D Special Warranty Deed Exhibit E Bill xx Sale Exhibit F Assignment of Leases, Service Contracts and Warranties Exhibit G Tenant Estoppel Certificate Exhibit H Assignment and Assumption of Declarant Obligations Exhibit I Assignment and Assumption of Declarant Obligations Schedule 1 Personal Property List Schedule 2 Disclosure Items Schedule 3 Preapproved Leases Schedule 4 List of Original Leases Schedule 5 List of Service Contracts Schedule 6 Pending or Threatened Litigation Schedule 7 List of Major Tenants EXHIBIT A-1 XXXXXX XXXX XXX XXXX XXXXXX, XXXXX [SEE ATTACHED] EXHIBIT A-2 XXXXXXXXX XXXXXXXX XXXX AND LAND ALBUQUERQUE, NEW MEXICO [SEE ATTACHED] EXHIBIT A-3 ACADEMY POINT ATRIUM II COLORADO SPRINGS, COLORADO [SEE ATTACHED] EXHIBIT A-4 AERO TECH R&D COLORADO SPRINGS, COLORADO [SEE ATTACHED] EXHIBIT A-5 BLACK CANYON TECH CENTER PHOENIX, ARIZONA [SEE ATTACHED] EXHIBIT A-6 TUCSON TECH CENTER TUCSON, ARIZONA [SEE ATTACHED] EXHIBIT B ALLOCATION OF PURCHASE PRICE PROPERTY PURCHASE PRICE -------- -------------- Tucson Tech Center, Arizona $4,300,000 Black Canyon Tech, Arizona $7,850,000 Aero Tech R & D, Colorado $6,600,000 Academy Pointe Atrium II, Colorado $8,650,000 Broaxxxxx Xxxiness Park, New Mexico $5,400,000 Summit Park, Texas $8,200,000 Summit Land and Broaxxxxx Xxxd $2,500,000 EXHIBIT C LIST OF TENANT LEASES BY PROPERTY EXHIBIT D SPECIAL WARRANTY DEED [See Attached] EXHIBIT A [Legal Description, Project Site Plan and Premises Floor Plan ] [See Attached] EXHIBIT B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B

Appears in 1 contract

Samples: Assignment and Assumption (American Industrial Properties Reit Inc)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT Exhibit A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT Summary Term Sheet Exhibit B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Pershing Agreement Exhibit D: REIT Representation Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT E: GGO Assets Exhibit F: Estoppel Certificate EXHIBIT Form of Approval Order Exhibit G: Rules and Regulations EXHIBIT Form of Warrant Agreement Exhibit H: Telecommunications Equipment SCHEDULE 1[Intentionally Omitted] Exhibit I: Charging Stations Site [Intentionally Omitted] Exhibit J: Form of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form of Non-Control Agreement Exhibit N: Certain REIT Investors Schedule I: GGO and GGP Pro Rata Shares INDEX OF DEFINED TERMS Defined Term Page 2006 Bank Loan 56 Act 40 Additional Financing 46 Additional Sales Period 56 Adequate Reserves 23 Affiliate 57 Agreement 1 Anticipated Debt Paydowns 46 Approval Motion 29 Approval Order 29 Asset Sales 47 Backstop Commitment 7 Backstop Consideration 8 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Blue Sky 40 Brookfield Agreement 2 Brookfield Backstop Commitment 7 Brookfield Consortium Member 57 Brookfield Investor 2 Business Day 57 Capital Raising Activities 57 Cash Equivalents 57 Change of Control 57 Chapter 11 1 Claims 58 Closing 3 Closing Date 4 Closing Date Net Debt 58 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 58 Closing Restraint 55 Code 17 Common Stock 1 Company 1 Company Benefit Plan SCHEDULE 2: Tri59 Company Board 59 Company Disclosure Letter 9 Company Ground Lease Property 21 Company Mortgage Loan 22 Company Option Plans 10 Company Properties 19 Company Property 19 v Company Property Lease 21 Company Rights Offering 4 Company SEC Reports 14 Competing Transaction 59 Conclusive Net Debt Adjustment Statement 59 Confirmation Order 43 Confirmed Debtors 67 Contract 60 Conversion Shares 60 Corporate Level Debt 60 Debt 60 Debtors 1 Designation Conditions 3 DIP Loan 60 Disclosure Statement 60 Disclosure Statement Order 43 Dispute Notice 38 Disputed Items 38 Effective Date 3 Eligible Holder 6 Encumbrances 19 Environmental Laws 16 Equity Exchange 1 Equity Securities 11 ERISA 60 ERISA Affiliate 17 Essential Assets 60 Excess Surplus Amount 61 Exchangeable Notes 61 Excluded Claims 61 Excluded Non-Party US Plans 17 Expiration Time 7 Fairholme 62 Foreign Plan 17 Fully Diluted Basis 62 GAAP 62 GGO 2 GGO Backstop Limit 7 GGO Common Share Amount 62 GGO Common Stock 5 GGO Minimum Allocation Right 7 GGO Note Amount 62 GGO Per Share Purchase Price 6 GGO Pro Rata Share 63 GGO Promissory Note 63 GGO Purchase Price 63 GGO Representative 5 GGO Rights Offering 6 GGO Rights Offering Shares 6 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, dated as of the reference date. March 31, 2010 (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH this [***]Agreement. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC), by and between General Growth Properties, Inc., a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Centercorporation (“GGP”), Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx and The Xxxxxxxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx a series of Fairholme Funds, Inc., a Maryland corporation (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx “The Xxxxxxxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0Fairholme Focused Income Fund, 0a series of Fairholme Funds, 0 & 0 xx ‘Xxxxxxx XxxxxInc., Town of Xxxxxxxx’ a Maryland corporation, (C Misc. Recordseach, 350together with its permitted nominees and assigns, a “Purchaser”)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B.

Appears in 1 contract

Samples: Warrant and Registration Rights Agreement (General Growth Properties Inc)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT AExhibit A Definitions Exhibit B Schedules: Real Property Legal DescriptionExhibit B-1 Initial Baseline Schedule Exhibit B-2 Railroad Easement Baseline Schedule Exhibit B-3 ROW Cost and Acquisition Baseline Schedule Exhibit B-4 Permit Baseline Schedule Exhibit B-5 Utility Baseline Schedule Exhibit B-6 NOT USED Exhibit B-7 Additional Work Options Exhibit C Technical Requirements Exhibit D NOT USED Exhibit E NOT USED Exhibit F Forms of Guaranties: Exhibit F-1 Form of the Guaranty (Skanska AB) Exhibit F-2 Form of the Guaranty (Xxxxxx Infrastructure Group Inc.) Exhibit G Form of Letter of Credit Exhibit H NOT USED Exhibit I NOT USED Exhibit J NOT USED Exhibit K NOT USED Exhibit L NOT USED Exhibit M Public Funds Amount Payment Terms Exhibit N Form of DB Direct Agreement Exhibit O NOT USED Exhibit P Known Site Conditions Baseline Report Exhibit Q Known Pre-Existing Hazardous Substances Report Exhibit R DB Rehabilitation Plan Exhibit S Fuel Adjustment Provisions Exhibit T Turnover Plan Exhibit U NOT USED Exhibit V NOT USED Exhibit W NOT USED Exhibit X Force Account/Work Order Calculations Exhibit Y CA Insurance Requirements Exhibit Z NOT USED Exhibit AA Labor, Employment and DBE/SWaM Related Matters Exhibit BB Federal Requirements Exhibit CC Scope Document Exhibit DD Liquidated Damages: Exhibit DD-1 Liquidated Damages Related to Substantial Completion Exhibit DD-2 Liquidated Damages Related to Final Acceptance Exhibit DD-3 Liquidated Damages Related to Full or Partial Closures of Existing Project Site Plan Assets Exhibit DD-4 Liquidated Damages Related to Closures of Project Assets for Correction of Non-Conforming Work Exhibit EE Payment and Premises Floor Plan EXHIBIT B: Memorandum Values Schedule Exhibit FF Project Asset Maximum Cumulative Drawdown Schedule Exhibit GG Form of Commencement DB Contractor Interim Lien and Claim Waiver Exhibit HH Form of Lease Term DB Contractor Final Lien and Schedule Claim Waiver Exhibit II Form of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements Scope Change Order Exhibit JJ Acceptable Arbitrators Exhibit KK DB Contractor’s Key Personnel Exhibit LL Form of Substantial Completion Certificate Exhibit MM Form of Final Acceptance Certificate Exhibit NN Ethical Standards This DESIGN-BUILD CONTRACT (this “Agreement”) is made and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, entered into as of December 5, 2011 by and between SKW CONSTRUCTORS, A SKANSKA, KIEWIT, XXXXX XX (the reference date. “DB Contractor”), and XXXXXXXXX RIVER CROSSINGS OPCO, LLC (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH the [***]Concessionaire” or “ERCO. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC)., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B

Appears in 1 contract

Samples: Design Build Contract

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Exhibit A Sellers and Individual Properties Exhibit B-1 Bradlee Legal DescriptionDescription Exhibit B-2 Foxchase Legal Description Exhibit B-3 Gateway Legal Description Exhibit B-4 Olney Legal Description Exhibit B-5 Wheaton Legal Description Exhibit C As-Is Provisions Exhibit D-1 Maryland Form of Deed Exhibit D-2 Virginia Form of Deed Exhibit D-3 Assignment of Ground Lease Exhibit E Form of Xxxx of Sale Exhibit F Form of Assignment of Leases Exhibit G Form of Assignment of Licenses and Permits Exhibit H Form of Notice to Tenants Exhibit I Form of Seller’s FIRPTA Affidavit Exhibit J Form of Owner’s Affidavit Exhibit K Form of Rent Roll Exhibit L Litigation, Project Site Plan Condemnation Notices and Premises Floor Plan EXHIBIT B: Memorandum Governmental Violations Exhibit M List of Commencement Leases Exhibit N Form of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: TriExhibit N -1 Form of Seller Estoppel Certificate Exhibit N-2 Required Tenant Estoppels Exhibit O-1 Declaration Estoppel Certificate (Gateway Seller) Exhibit O-2 Declaration Estoppel Certificate (Third-Party Agreement LANDLORD Party) Exhibit O-3 Declaration Estoppel Certificate (Third-Party) Schedule 2.4 Allocation of Purchase Price & Deposit Schedule 5.2 Tax Appeals Schedule 5.6 Sellers’ Leasing Costs Schedule 8.2.2(b) Contracts Schedule 8.2.2(g) Environmental Disclosures Schedule 10.3 Sellers’ Property Insurance Certificates PURCHASE AND TENANT EACH HAS CAREFULLY READ SALE AGREEMENT THIS PURCHASE AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, SALE AGREEMENT (this “Agreement”) is made as of June 26, 2019 (the reference date. “Effective Date”), by and among the sellers identified on Exhibit A (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH each, a [***]Seller” and collectively, the “Sellers. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL ), and GLOBAL RETAIL INVESTORS, LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC“Buyer”)., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B

Appears in 1 contract

Samples: Letter Agreement (Washington Real Estate Investment Trust)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT AExhibits: Real Exhibit A Land Exhibit B-1 Existing Leases Exhibit B-2 Delinquency Report Exhibit C Form of Escrow Agreement Exhibit D Pro Forma Title Policy Exhibit E Form of Deed Exhibit F Form of Assignment and Assumption of Leases Exhibit G Form of Assignment and Assumption of Contracts Exhibit H Form of Seller’s Letter to Tenants Exhibit I Form of Seller’s Bring-Down Certificate Exhibit J Form of Xxxx of Sale Exhibit K Form of FIRPTA Certificate Exhibit L Form of Seller Title Affidavit Exhibit M Form of Non-Competition and Non-Solicitation Agreement Exhibit N Intentionally Omitted. Exhibit O Termination of Property Legal Description, Project Site Plan Management Agreement Exhibit P Form of Purchaser’s Bring-Down Certificate Exhibit Q Notice of Escrow Claim Exhibit R Form of Sentinel Critical Operations Assignment and Premises Floor Plan EXHIBIT BAssumption Agreement Exhibit S Audit Letter Schedules: Memorandum Schedule 1.1.5 Personal Property Schedule 1.1.6 Existing Contracts Schedule 3.2.7 Leasing Costs Paid By Seller Schedule 5.1.5 (i) Tenant Options to Purchase Property Schedule 5.1.5 (ii) Exceptions Relating to Existing Leases Schedule 5.1.5 (iii) Brokerage Agreements Schedule 5.1.5 (iv) Security Deposits Schedule 5.1.6 Exceptions Relating to Existing Contracts Schedule 5.1.7 Condemnation Proceedings Schedule 5.1.9 Litigation Schedule 5.1.10 Insurance Policies Schedule 5.1.11 Environmental Matters Schedule 5.1.13 Compliance With Laws Schedule 5.1.14 Leased Personal Property Schedule 5.1.19 SCO Contracts Schedule 7.4 Lease-Related Transactions Schedule 7.5(i) List of Commencement of Lease Term and Certain Tenants Schedule of Base Rent EXHIBIT C Work Letter Agreement for 7.5(ii) Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules Form Schedule 14.10 Brokers PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, entered into as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL 24th day of December, 2009, by and between SENTINEL PROPERTIES – TRUMBULL, LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center(“Seller”) and DIGITAL REALTY TRUST, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 L.P., a Maryland limited partnership (Type or Print Name) Xxx Xxxxxxxxx“Purchaser”). In consideration of the mutual promises, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAcovenants and agreements hereinafter set forth and of other good and valuable consideration, INC.the receipt and sufficiency of which are hereby acknowledged, 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described Seller and Purchaser agree as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Digital Realty Trust, Inc.)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT AEXHIBITS: Exhibit A-1 — Leases Exhibit A-2 — Xxxxx (including among other things, WI/NRI and Allocated Value) Exhibit A-3 — Undeveloped Tracts (including among other things, Net Acres, WI/NRI and Allocated Values) Exhibit B — Proprietary Geophysical Data Exhibit B-1 — Formation Cross-Section Map Exhibit C — Form of Assignment and Xxxx of Sale Exhibit D — Form of Letter in Lieu Exhibit E — Form of RTP’s Non-Foreign Affidavit Exhibit F — Form of Seller’s Certificate Exhibit G — Form of Buyer’s Certificate Exhibit H — Form of Title Indemnity Agreement Exhibit I — Form of Transition Services Agreement Exhibit J — Excluded Office Personal Property Exhibit K — Offices and Real Property Legal DescriptionExhibit L — Form of Special Warranty Deed Exhibit M — Form of Environmental Indemnity Agreement SCHEDULES: Schedule 1.1 — Other Working Owners’ and Pipelines’ Past Underproduction Schedule 3.2(a)(iii) — Well Capital Expenditures Schedule 4.4 — Required Consents Schedule 4.8 — Material Contracts Schedule 4.9 — Violation of Laws Schedule 4.10 — Royalties, Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum Etc. Schedule 4.11 — Imbalances Schedule 4.12 — Current Commitments Schedule 4.13 — Environmental Schedule 4.14 — Asset Taxes Schedule 4.15 — Tax Partnership Schedule 4.17 — Suspense Funds Schedule 4.18 — Xxxxx Schedule 4.19 — Repair Schedule 4.20 — Title Schedule 4.21 — Insurance Schedule 4.22-1 — Preferential Purchase Rights Schedule 4.22-2 — Closing Condition Preferential Purchase Rights Schedule 4.23 — Leases Schedule 4.24 — Government Bonds Schedule 4.26 — Rights-Of-Way Schedule 4.27 — Asset-Related Litigation Schedule 6.1 — Conduct of Commencement of Lease Term and Business Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED 6.12(e) — Severance Benefits XXXXXX PURCHASE AND REPLACED WITH SALE AGREEMENT This XXXXXX PURCHASE AND SALE AGREEMENT (this [***]Agreement. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, ) is executed as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL this 24th day of April 2014, and is between RANGE TEXAS PRODUCTION, LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center(“RTP” or “Seller”) and EQT PRODUCTION XXXX, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx LLC a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx limited liability company (Type or Print Name) Title: CFO With “Buyer”). RTP and Buyer are each a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH [***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)Party”, which Map was filed for record in and collectively the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH [***]Parties. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B.

Appears in 1 contract

Samples: Conger Purchase and Sale Agreement (Range Resources Corp)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT Exhibit A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT Summary Term Sheet Exhibit B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Pershing Agreement Exhibit D: REIT Representation Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT E: GGO Assets Exhibit F: Estoppel Certificate EXHIBIT Form of Approval Order Exhibit G: Rules and Regulations EXHIBIT Form of Warrant Agreement Exhibit H: Telecommunications Equipment SCHEDULE 1[Intentionally Omitted] Exhibit I: Charging Stations Site [Intentionally Omitted] Exhibit J: Form of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form of Non-Control Agreement Exhibit N: Certain REIT Investors Schedule I: GGO and GGP Pro Rata Shares INDEX OF DEFINED TERMS Defined Term Page 2006 Bank Loan 66 Act 50 Additional Financing 56 Additional Sales Period. 66 Adequate Reserves 33 Affiliate 67 Agreement 11 Anticipated Debt Paydowns 56 Approval Motion 39 Approval Order 39 Asset Sales 57 Backstop Commitment. 17 Backstop Consideration 18 Bankruptcy Cases. 11 Bankruptcy Code 11 Bankruptcy Court 11 Blue Sky 50 Brookfield Agreement 12 Brookfield Backstop Commitment 17 Brookfield Consortium Member 67 Brookfield Investor 12 Business Day 67 Capital Raising Activities 67 Cash Equivalents 67 Change of Control 67 Chapter 11 11 Claims 68 Closing 13 Closing Date. 14 Closing Date Net Debt 68 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 68 Closing Restraint 65 Code 27 Common Stock. 11 Company 11 Company Benefit Plan SCHEDULE 2: Tri69 Company Board 69 Company Disclosure Letter 19 Company Ground Lease Property 31 Company Mortgage Loan 32 Company Option Plans 20 Company Properties 29 Company Property 29 Company Property Lease 31 Company Rights Offering 14 Company SEC Reports 24 Competing Transaction 69 Conclusive Net Debt Adjustment Statement 69 Confirmation Order 53 Confirmed Debtors. 77 Contract 70 Conversion Shares 70 Corporate Level Debt 70 Debt 70 Debtors 11 Designation Conditions 13 DIP Loan 70 Disclosure Statement 70 Disclosure Statement Order 53 Dispute Notice 48 Disputed Items 48 Effective Date 13 Eligible Holder 16 Encumbrances 29 Environmental Laws 26 Equity Exchange 11 Equity Securities 21 ERISA 70 ERISA Affiliate 27 Essential Assets 70 Excess Surplus Amount 71 Exchangeable Notes 71 Excluded Claims 71 Excluded Non-Party US Plans 27 Expiration Time 17 Fairholme 72 Foreign Plan 27 Fully Diluted Basis 72 GAAP 72 GGO 12 GGO Backstop Limit 17 GGO Common Share Amount 72 GGO Common Stock 15 GGO Minimum Allocation Right 17 GGO Note Amount 72 GGO Per Share Purchase Price 16 GGO Pro Rata Share 73 GGO Promissory Note 73 GGO Purchase Price 73 NY12528:446102.3 GGO Representative 15 GGO Rights Offering 16 GGO Rights Offering Shares 16 GGO Setup Costs 73 GGO Share Distribution 16 GGO Shares 73 GGO Warrants 40 GGP. 11 GGP Pro Rata Shares 73 Governmental Entity 73 Hazardous Materials 26 Xxxxxx Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND74 Xxxxxx Amount 73 Xxxxxx Heirs Obligations 74 Identified Assets. 15 Indebtedness 74 Indemnity Cap 49 Initial Investors 12 Investment Agreements 12 Joint Venture 74 Knowledge 74 Law 74 Liquidity Equity Issuances 74 Liquidity Target 56 Material Adverse Effect 75 Material Contract 75 Material Lease 31 Measurement Date 20 Most Recent Statement 29 MPC Assets 76 MPC Tax Reserve 76 MPC Taxes. 76 Net Debt Excess Amount 76 Net Debt Surplus Amount 76 New Common Stock 11 New Debt 56 New Warrants 40 Non-Control Agreement 76 Non-Controlling Properties 76 NYSE 40 Offering Premium 77 Operating Partnership 77 PBGC 27 Per Share Purchase Price 13 Permitted Claims 77 Permitted Claims Amount 77 Permitted Replacement Shares 77 Permitted Title Exceptions 29 Pershing Agreement 12 Pershing Backstop Commitment 17 Pershing Purchasers 12 Person 77 Petition Date. 11 Plan 11 Plan Debtors 77 Plan Summary Term Sheet 11 PMA Claims. 77 Preliminary Closing Date Net Debt Review Deadline 78 Preliminary Closing Date Net Debt Review Period 78 Preliminary Closing Date Net Debt Schedule 48 Proportionally Consolidated Debt. 78 Proportionally Consolidated Unrestricted Cash. 78 Proposed Approval Order 39 Proposed Securities 41 Purchase Notice 18 Purchase Price 13 Purchaser 11 Purchaser Debt Holdings 70 Record Date 16 Refinance Cap 58 Reinstated Amounts 56 Reinstatement Adjustment Xxxxxx 00 Xxxxxxxxxxxxx Xxxxxx. 78 REIT 34 REIT Subsidiary. 34 Reorganized Company 11 Reorganized Company Organizational Documents 46 Reserve 77 Reserve Surplus Amount 79 Resolution Period 48 Right 16 Rights Agreement 79 Rights Offering Election 14 Xxxxx Bonds 79 Rule 144 51 Sales Cap 58 SEC 24 Securities Act 24 Share Cap Number 56 Share Equivalent 79 Shares 13 Significant Subsidiaries 79 Specified Debt 79 Subscription Agent. 17 Subscription Right 41 Subsidiary 79 Synthetic Lease Obligation 74 Target Net Debt. 79 Tax Protection Agreements. 79 Tax Return 34 Taxes 33 Termination Date 80 Total Unsubscribed Shares 17 Transactions 80 TRUPS 80 Unrestricted Cash 80 Unrestricted Date 50 Unsecured Indebtedness. 80 UPREIT Units 80 Warrant Agreement 39 Warrants 39 - x - STOCK PURCHASE AGREEMENT, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, dated as of the reference date. March 31, 2010 (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH this [***]Agreement. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC), by and between General Growth Properties, Inc., a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Centercorporation (“GGP”), Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx and The Xxxxxxxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx a series of Fairholme Funds, Inc., a Maryland corporation (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx “The Xxxxxxxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0Fairholme Focused Income Fund, 0a series of Fairholme Funds, 0 & 0 xx ‘Xxxxxxx XxxxxInc., Town of Xxxxxxxx’ a Maryland corporation, (C Misc. Recordseach, 350together with its permitted nominees and assigns, a “Purchaser”)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B.

Appears in 1 contract

Samples: Stock Purchase Agreement

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT Exhibit A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT Summary Term Sheet Exhibit B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Fairholme Agreement Exhibit D: REIT Representation Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT E: GGO Assets Exhibit F: Estoppel Certificate EXHIBIT Form of Approval Order Exhibit G: Rules and Regulations EXHIBIT Form of Warrant Agreement Exhibit H: Telecommunications Equipment SCHEDULE 1[Intentionally Omitted] Exhibit I: Charging Stations Site [Intentionally Omitted] Exhibit J: Form of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form of Non-Control Agreement Exhibit N: Certain REIT Investors INDEX OF DEFINED TERMS Defined Term Page 2006 Bank Loan 76 Additional Financing 63 Additional Sales Period 77 Adequate Reserves 30 Affiliate 77 Agreement 1 Anticipated Debt Paydowns 63 Approval Motion 36 Approval Order 36 Asset Sales 64 Backstop Investors 55 Backstop Shares 7 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Blackstone 94 Blackstone Assigned Securities 94 Blackstone Assigned Shares 94 Blackstone Assigned Warrants 94 Blackstone Purchase Price 95 Brazilian Entities 77 Bridge Note Amount 9 Bridge Note Interest Rate 9 Bridge Note Maturity Date 9 Bridge Notes 9 Bridge Securities 57 Brookfield Agreement 2 Brookfield Consortium Member 77 Brookfield Investor 2 Business Day 77 Capital Raising Activities 77 Cash Equivalents 77 Change of Control 78 Chapter 11 1 Claims 78 Clawback Percentage 6 Clawback Shares 6 Closing 4 Closing Date 5 Closing Date Net Debt 78 Defined Term Page Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 79 Closing Xxxxxxxxx 00 XXXX 00 CNDAS Dispute Notice 50 CNDAS Disputed Items 50 Code 22 Common Stock 1 Company 2 Company Benefit Plan SCHEDULE 2: Tri79 Company Board 80 Company Disclosure Letter 13 Company Ground Lease Property 27 Company Mortgage Loan 28 Company Option Plans 15 Company Properties 24 Company Property 24 Company Property Lease 27 Company Rights Offering 5 Company SEC Reports 19 Competing Transaction 80 Conclusive Net Debt Adjustment Statement 80 Confirmation Order 60 Confirmed Debtors 89 Contract 80 control 88 Corporate Level Debt 80 Dealer Manager 55 Debt 80 Debtors 1 Designation Conditions 4 DIP Loan 81 Disclosure Statement 81 Disclosure Statement Order 60 Dispute Notice 49 Disputed Items 49 Effective Date 4 Encumbrances 25 Environmental Laws 21 Equity Exchange 2 Equity Securities 15 ERISA 81 ERISA Affiliate 23 Excess Equity Capital Proceeds 8 Excess Surplus Amount 81 vii Defined Term Page Exchangeable Notes 81 Excluded Claims 81 Excluded Non-Party US Plans 23 Fairholme Agreement LANDLORD 3 Fairholme Purchasers 3 Foreign Plan 23 Fully Diluted Basis 83 Fully Diluted GGO Economic Interest 83 GAAP 84 GGO 2 GGO Agreement 43 GGO Board 43 GGO Common Share Amount 84 GGO Common Stock 11 GGO Non-Control Agreement 84 GGO Note Amount 84 GGO Per Share Purchase Price 13 GGO Pro Rata Share 84 GGO Promissory Note 84 GGO Purchase Price 13 GGO Representative 11 GGO Setup Costs 85 GGO Share Distribution 12 GGO Shares 13 GGO Warrants 37 GGP Backstop Rights Offering 55 GGP Backstop Rights Offering Amount 55 GGP Pro Rata Share 85 Governmental Entity 85 Hazardous Materials 22 Xxxxxx Agreement 85 Xxxxxx Amount 84 Xxxxxx Heirs Obligations 85 Identified Assets 11 Indebtedness 85 Indemnity Cap 51 Initial Investors 3 Investment Agreements 3 Joint Venture 86 Knowledge 86 Law 86 Liquidity Equity Issuances 86 Liquidity Target 62 Material Adverse Effect 86 Material Contract 87 viii Defined Term Page Material Lease 27 Measurement Date 15 Most Recent Statement 24 MPC Assets 88 MPC Taxes 88 Net Debt Excess Amount 88 Net Debt Surplus Amount 88 New Common Stock 1 New Debt 63 New DIP Agreement 60 New Warrant Vesting Date 37 New Warrants 36 Non-Control Agreement 88 Non-Controlling Properties 88 NYSE 37 Offering Premium 88 Operating Partnership 89 Original Agreement 1 PBGC 23 Per Share Purchase Price 3 Permitted Claims 89 Permitted Claims Amount 89 Permitted Replacement Shares 89 Permitted Title Exceptions 25 Person 90 Petition Date 1 Plan 1 Plan Debtors 89 Plan Summary Term Sheet 1 PMA Claims 89 Preliminary Closing Date Net Debt Review Deadline 90 Preliminary Closing Date Net Debt Review Period 90 Preliminary Closing Date Net Debt Schedule 49 Proportionally Consolidated Debt 90 Proportionally Consolidated Unrestricted Cash 90 Proposed Approval Order 36 Proposed Securities 39 PSCM 1 Purchase Price 3 Purchaser 1 Purchaser Board Designee 43 Purchaser GGO Board Designees 43 Purchaser Group 91 Put Notice 7 Put Option 7 ix Defined Term Page Put Shares 6 Put Termination Notice 8 Refinance Cap 66 Reinstated Amounts 63 Reinstatement Adjustment Amount 91 Reinstatement Amount 91 REIT 30 REIT Subsidiary 30 Reorganized Company 1 Reorganized Company Organizational Documents 47 Repurchase Notice 6 Repurchase Shares 6 Reserve 89 Reserve Surplus Amount 91 Reserved Shares 6 Resolution Period 49 Rights Agreement 91 Rights Offering Election 5 Xxxxx Bonds 91 Rule 144 53 Sales Cap 65 SEC 19 Securities Act 19 Settlement Date 7 Share Cap Number 64 Share Equivalent 91 Shares 3 Significant Subsidiaries 92 Specified Debt 92 Subscription Right 39 Subsidiary 92 Synthetic Lease Obligation 86 Target Net Debt 92 Tax Protection Agreements 92 Tax Return 30 Taxes 30 Termination Date 92 Total Purchase Amount 4 Transactions 92 Transfer 54 TRUPS 92 Unrestricted Cash 93 Unrestricted Date 52 Unsecured Indebtedness 93 UPREIT Units 93 x Defined Term Page Warrant Agreement 36 Warrants 36 AMENDED AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN ANDRESTATED STOCK PURCHASE AGREEMENT, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, effective as of the reference date. March 31, 2010 (Signatures continued this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Management, L.P. (“PSCM”), on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLCbehalf of Pershing Square, L.P., a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Centerpartnership, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx XxxxxxxxxPershing Square II, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAL.P., INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxxlimited partnership, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company, (Type or Print Nameeach, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). On March 31, 2010, GGP and Purchasers entered into the Stock Purchase Agreement (as subsequently amended on May 3, 2010 and May 7, 2010, the “Original Agreement”) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in to provide for the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to terms and conditions for the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office consummation of the Recorder transactions contemplated herein. Pursuant to Section 13.8 of the County Original Agreement, the parties thereto wish to amend and restate the Original Agreement ab initio in its entirety as set forth herein. References herein to “date of Santa Xxxxxthis Agreement” and “date hereof” shall refer to March 31, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B2010.

Appears in 1 contract

Samples: Non Control Agreement (Pershing Square Capital Management, L.P.)

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LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Exhibit A Form of Note Exhibit B Form of Class A Warrants Exhibit C Escrow Agreement Exhibit D Form of Legal Opinion Exhibit E Form of Lockup Agreement Schedule 1 List of Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(f)(iii) Reset Schedule 5(h) Litigation Schedule 5(k) Solvency Schedule 5(l) Defaults Schedule 5(o) Undisclosed Liabilities Schedule 5(w) Transfer Agent Schedule 8 Fees Schedule 9(e) Use of Proceeds Schedule 9(p)(v) Negative Covenants Schedule 9(l) Intellectual Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum Schedule 11.1 Securities to be Registered Schedule 12(a) Excepted Issuances Exhibit A Form of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED Convertible Promissory Note NEITHER THE ISSUANCE AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY SALE OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER, AT THE COMPANY’S EXPENSE), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. LANDLORDNOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Principal Amount: ADDRESS$___________ Issue Date: 395 PAGE MILL LLCMarch __, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center2011 SECURED CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAATTITUDE DRINKS, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx(hereinafter called “Borrower”), Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx hereby promises to pay to the order of [REQUIRES COMPLETION] (Type the “Holder”), address at [REQUIRES COMPLETION], without demand, the sum of up [REQUIRES COMPLETION] Dollars ($[REQUIRES COMPLETION]) (“Principal Amount”), with interest accruing thereon, on September 17, 2012 (the “Maturity Date”), if not sooner paid or Print Namemodified as permitted herein. This Note has been entered into pursuant to the terms of a subscription agreement by and among the Borrower, the Holder and certain other holders (the “Other Holders”) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxxof convertible promissory notes (the “Other Notes”), Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx dated of even date herewith (After Commencement Datethe “Subscription Agreement”) 000 Xxxx Xxxx Xxxx Xxxx Xxxxfor an aggregate Principal Amount of up to $600,000. Unless otherwise separately defined herein, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property each capitalized term used in this Note shall have the same meaning as set forth in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition Subscription Agreement. The following terms shall apply to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT Bthis Note:

Appears in 1 contract

Samples: Subscription Agreement (Attitude Drinks Inc.)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT Exhibit A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT Summary Term Sheet Exhibit B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Pershing Agreement Exhibit D: REIT Representation Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT E: GGO Assets Exhibit F: Estoppel Certificate EXHIBIT Form of Approval Order Exhibit G: Rules and Regulations EXHIBIT Form of Warrant Agreement Exhibit H: Telecommunications Equipment SCHEDULE 1[Intentionally Omitted] Exhibit I: Charging Stations Site [Intentionally Omitted] Exhibit J: Form of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form of Non-Control Agreement Exhibit N: Certain REIT Investors Schedule I: GGO and GGP Pro Rata Shares INDEX OF DEFINED TERMS Defined Term Page 2006 Bank Loan 56 Act 40 Additional Financing 46 Additional Sales Period 56 Adequate Reserves 23 Affiliate 57 Agreement 1 Anticipated Debt Paydowns 46 Approval Motion 29 Approval Order 29 Asset Sales 47 Backstop Commitment 7 Backstop Consideration 8 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Blue Sky 40 Brookfield Agreement 2 Brookfield Backstop Commitment 7 Brookfield Consortium Member 57 Brookfield Investor 2 Business Day 57 Capital Raising Activities 57 Cash Equivalents 57 Change of Control 57 Chapter 11 1 Claims 58 Closing 3 Closing Date 4 Closing Date Net Debt 58 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 58 Closing Restraint 55 Code 17 Common Stock 1 Company 1 Company Benefit Plan SCHEDULE 2: Tri59 Company Board 59 Company Disclosure Letter 9 Company Ground Lease Property 21 Company Mortgage Loan 22 Company Option Plans 10 Company Properties 19 Company Property 19 Defined Term Page Company Property Lease 21 Company Rights Offering 4 Company SEC Reports 14 Competing Transaction 59 Conclusive Net Debt Adjustment Statement 59 Confirmation Order 43 Confirmed Debtors 67 Contract 60 Conversion Shares 60 Corporate Level Debt 60 Debt 60 Debtors 1 Designation Conditions 3 DIP Loan 60 Disclosure Statement 60 Disclosure Statement Order 43 Dispute Notice 38 Disputed Items 38 Effective Date 3 Eligible Holder 6 Encumbrances 19 Environmental Laws 16 Equity Exchange 1 Equity Securities 11 ERISA 60 ERISA Affiliate 17 Essential Assets 60 Excess Surplus Amount 61 Exchangeable Notes 61 Excluded Claims 61 Excluded Non-Party US Plans 17 Expiration Time 7 Fairholme 62 Foreign Plan 17 Fully Diluted Basis 62 GAAP 62 GGO 2 GGO Backstop Limit 7 GGO Common Share Amount 62 GGO Common Stock 5 GGO Minimum Allocation Right 7 GGO Note Amount 62 GGO Per Share Purchase Price 6 GGO Pro Rata Share 63 GGO Promissory Note 63 GGO Purchase Price 63 Defined Term Page GGO Representative 5 GGO Rights Offering 6 GGO Rights Offering Shares 6 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Defined Term Page Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Defined Term Page Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, dated as of the reference date. March 31, 2010 (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH this [***]Agreement. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC), by and between General Growth Properties, Inc., a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Centercorporation (“GGP”), Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx and The Xxxxxxxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx a series of Fairholme Funds, Inc., a Maryland corporation (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx “The Xxxxxxxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0Fairholme Focused Income Fund, 0a series of Fairholme Funds, 0 & 0 xx ‘Xxxxxxx XxxxxInc., Town of Xxxxxxxx’ a Maryland corporation, (C Misc. Recordseach, 350together with its permitted nominees and assigns, a “Purchaser”)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pershing Square Capital Management, L.P.)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT AExhibits: Real Exhibit A - BT Parcel Exhibit A-1 - HEP Parcel Exhibit B - Leases Exhibit B-1 - Ground Leases Exhibit C - Form of Assignment and Assumption of Ground Lease (Lessee) Exhibit D - Form of Purchase Money Note Exhibit E - Form of Purchase Money Mortgage Exhibit F - Form of Assignment of Rents and Leases Exhibit G - Form of Guaranty Exhibit H - Form of Contingent Consideration Agreement Exhibit I - Permitted Exceptions Exhibit J - Rent Roll Exhibit K - Intentionally Deleted Exhibit L - Form of Deed Exhibit M - Form of Assignment and Assumption of Leases and Security Deposits Exhibit N - Form of Assignment and Assumption of Ground Leases (Lessor) Exhibit O - Form of Assignment and Assumption of Contracts Exhibit P - Form of Assignment and Assumption of Option Agreement Exhibit Q - Form of Assignment and Assumption of the Fox Lance Agreements Exhixxx X - Form of Seller's Letter to Tenants Exhibit S - Form of Seller's Bring-Down Certificate Exhibit T - Form of Bill of Sale Exhibit U - Form of Firpta Affidavit Exhibit V - Form of Purchaser's Bring-Down Certificate Exhibit W - Remediation Property Legal Description, Project Site Plan Exhibit X - Underground Storage Tanks Schedules: Schedule 1 - Lease Defaults Schedule 2 - Brokerage Commissions and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term Tenant Improvement Costs Schedule 3 - Contracts Schedule 4 - Tax Appeals Schedule 5 - Pending Applications Schedule 6 - Insurance Policies Schedule 7 - Employees Schedule 8 - Major Tenants Schedule 9 - Fox Lance Agreements AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, entered into as of the reference date. 11th day of September, 1996, by and between PLAZA ONE EXCHANGE PLACE LIMITED PARTNERSHIP (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLCformerly known as BT Exchange Place Limited Partnership), a Delaware New Jersey limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Centerpartnership, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 HARBORSIDE EXCHANGE PLACE LIMITED PARTNERSHIP (Type or Print Name) Xxx Xxxxxxxxx"HEPLP"), XX 00000 Title: Vice President ADDRESS: TENANT: a New Jersey limited partnership and PLAZA II AND III URBAN RENEWAL ASSOCIATES L.P. (Before Commencement Date) CLOUDERA"Plaza II and III L.P."), INC.a New Jersey limited Partnership (hereinafter referred to collectively as "Seller"), 0000 Xxxx Xxxx Xxxx and CALI REALTY CORPORATION, a Delaware Maryland corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx(hereinafter referred to as "Purchaser"). In consideration of the mutual promises, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxxcovenants and agreements hereinafter set forth and of other good and valuable consideration, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxxthe receipt and sufficiency of which are hereby acknowledged, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described Seller and Purchaser agree as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B:

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Cali Realty Corp /New/)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT Exhibit A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT Summary Term Sheet Exhibit B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Fairholme Agreement Exhibit D: REIT Representation Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT E: GGO Assets Exhibit F: Estoppel Certificate EXHIBIT Form of Approval Order Exhibit G: Rules and Regulations EXHIBIT Form of Warrant Agreement Exhibit H: Telecommunications Equipment SCHEDULE 1[Intentionally Omitted] Exhibit I: Charging Stations Site [Intentionally Omitted] Exhibit J: Form of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form of Non-Control Agreement Exhibit N: Certain REIT Investors INDEX OF DEFINED TERMS Defined Term Page 2006 Bank Loan 69 Act 53 Additional Financing 59 Additional Sales Period. 69 Adequate Reserves 33 Affiliate 69 Agreement 11 Anticipated Debt Paydowns 59 Approval Motion 39 Approval Order 39 Asset Sales 59 Backstop Commitment. 17 Backstop Consideration 18 Bankruptcy Cases. 11 Bankruptcy Code 11 Bankruptcy Court 11 Blue Sky 53 Brazilian Entities 69 Brookfield Agreement 12 Brookfield Backstop Commitment 17 Brookfield Consortium Member 69 Brookfield Investor 12 Business Day 69 Capital Raising Activities 69 Cash Equivalents 69 Change of Control 70 Chapter 11 11 Claims 70 Closing 14 Closing Date. 14 Closing Date Net Debt 70 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 71 Closing Restraint 67 CMPC 16 Code 27 Common Stock. 11 Company 11 Company Benefit Plan SCHEDULE 2: Tri71 Company Board 71 Company Disclosure Letter 19 Company Ground Lease Property 31 Company Mortgage Loan 32 Company Option Plans 20 Company Properties 29 Company Property 29 Company Property Lease 31 Company Rights Offering 14 Company SEC Reports 24 Competing Transaction 72 Conclusive Net Debt Adjustment Statement 72 Confirmation Order 56 Confirmed Debtors. 79 Contract 72 Conversion Shares 72 Corporate Level Debt 72 Debt 72 Debtors 11 Designation Conditions 13 DIP Loan 73 Disclosure Statement 73 Disclosure Statement Order 56 Dispute Notice 50 Disputed Items 50 Effective Date 14 Eligible Holder 16 Encumbrances 29 Environmental Laws 26 Equity Exchange 11 Equity Securities 21 ERISA 73 ERISA Affiliate 27 Essential Assets 73 Excess Surplus Amount 73 Exchangeable Notes 73 Excluded Claims 73 Excluded Non-Party US Plans 28 Expiration Time 17 Fairholme Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND12 Fairholme Backstop Commitment 18 Fairholme Purchasers 12 Foreign Plan 28 Fully Diluted Basis 75 GAAP 75 GGO 12 GGO Agreement 45 GGO Backstop Limit 17 GGO Board 45 GGO Common Share Amount 75 GGO Common Stock 15 GGO Minimum Allocation Right 17 GGO Non-Control Agreement 75 GGO Note Amount 75 GGO Per Share Purchase Price 17 GGO Pro Rata Share 75 GGO Promissory Note 75 GGO Purchase Price 75 GGO Representative 15 GGO Rights Offering 16 GGO Rights Offering Shares 16 GGO Setup Costs 75 GGO Share Distribution 16 GGO Shares 76 GGO Warrants 40 GGP. 11 GGP Pro Rata Share. 76 Governmental Entity 76 Hazardous Materials 26 Xxxxxx Agreement 76 Xxxxxx Amount 75 Xxxxxx Heirs Obligations 76 Identified Assets. 15 Indebtedness 76 Indemnity Cap 51 Initial Investor 12 Investment Agreements 12 Joint Venture 77 Knowledge 77 Law 77 Liquidity Equity Issuances 77 Liquidity Target 58 Material Adverse Effect 77 Material Contract 78 Material Lease 32 Measurement Date 20 Most Recent Statement 29 MPC Assets 78 MPC Tax Reserve 78 MPC Taxes. 78 Net Debt Excess Amount 78 Net Debt Surplus Amount 79 New Common Stock 11 New Debt 58 New Warrants 40 Non-Control Agreement 79 Non-Controlling Properties 79 NYSE 40 Offering Premium 79 Operating Partnership 79 PBGC 27 Per Share Purchase Price 13 Permitted Claims 79 Permitted Claims Amount 80 Permitted Replacement Shares 80 Permitted Title Exceptions 29 Person 80 Petition Date. 11 Plan 11 Plan Debtors 79 Plan Summary Term Sheet 11 PMA Claims. 79 Preliminary Closing Date Net Debt Review Deadline 80 Preliminary Closing Date Net Debt Review Period 80 Preliminary Closing Date Net Debt Schedule 50 Proportionally Consolidated Debt. 80 Proportionally Consolidated Unrestricted Cash. 80 Proposed Approval Order 39 Proposed Securities 41 PSCM 11 Purchase Notice 18 Purchase Price 13 Purchaser 11 Purchaser Board Designees. 45 Purchaser GGO Board Designees 45 Purchaser Group Debt Holdings 72 Record Date 17 Refinance Cap 61 Reinstated Amounts 58 Reinstatement Adjustment Xxxxxx 00 Xxxxxxxxxxxxx Xxxxxx. 81 REIT 34 REIT Subsidiary. 34 Reorganized Company 11 Reorganized Company Organizational Documents 48 Reserve 80 Reserve Surplus Amount 81 Resolution Period 50 Right 17 Rights Agreement 81 Rights Offering Election 14 Xxxxx Bonds 81 Rule 144 53 Sales Cap 60 SEC 24 Securities Act 24 Share Cap Number 59 Share Equivalent 81 Shares 13 Significant Subsidiaries 81 Specified Debt 82 Subscription Agent. 17 Subscription Right 41 Subsidiary 82 Synthetic Lease Obligation 76 Target Net Debt. 82 Tax Protection Agreements. 82 Tax Return 34 Taxes 34 Termination Date 82 Total Unsubscribed Shares 18 Transactions 82 TRUPS 82 Unrestricted Cash 82 Unrestricted Date 52 Unsecured Indebtedness. 82 Unsubscribed Shares 17 UPREIT Units 83 Warrant Agreement 39 Warrants 39 - x - STOCK PURCHASE AGREEMENT, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, dated as of the reference date. March 31, 2010 (Signatures continued this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Management, L.P. (“PSCM”), on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLCbehalf of Pershing Square, L.P., a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Centerpartnership, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx XxxxxxxxxPershing Square II, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAL.P., INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxxlimited partnership, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company, (Type or Print Name) Title: CFO With each, except PSCM, together with its permitted nominees and assigns, a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH [***]Purchaser. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B.

Appears in 1 contract

Samples: Stock Purchase Agreement

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT Exhibit A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT Summary Term Sheet Exhibit B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Fairholme Agreement Exhibit D: REIT Representation Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT E: GGO Assets Exhibit F: Estoppel Certificate EXHIBIT Form of Approval Order Exhibit G: Rules and Regulations EXHIBIT Form of Warrant Agreement Exhibit H: Telecommunications Equipment SCHEDULE 1[Intentionally Omitted] Exhibit I: Charging Stations Site [Intentionally Omitted] Exhibit J: Form of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form of Non-Control Agreement Exhibit N: Certain REIT Investors Exhibit O: Form of Tax Matters Agreement INDEX OF DEFINED TERMS Defined Term Page 2006 Bank Loan 79 Additional Financing 66 Additional Sales Period 79 Adequate Reserves 30 Adjusted CDND 52 Affiliate 79 Agreement 1 Amended and Restated Agreement 1 Anticipated Debt Paydowns 66 Approval Motion 36 Approval Order 36 Asset Sales 66 Backstop Investors 58 Backstop Shares 7 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Blackstone 98 Blackstone Assigned Securities 98 Blackstone Assigned Shares 98 Blackstone Assigned Warrants 98 Blackstone Purchase Price 99 Brazilian Entities 80 Bridge Note Amount 9 Bridge Note Interest Rate 9 Bridge Note Maturity Date 9 Bridge Notes 9 Bridge Securities 59 Brookfield Agreement 2 Brookfield Consortium Member 80 Brookfield Investor 2 Business Day 80 Calculation Date 52 Capital Raising Activities 80 Cash Equivalents 80 Change of Control 80 Chapter 11 1 Claims 81 Clawback Fee 81 Clawback Percentage 6 Clawback Shares 6 vi Defined Term Page Closing 5 Closing Date 5 Closing Date Net Debt 81 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 82 Closing Xxxxxxxxx 00 XXXX 00 CNDAS Dispute Notice 50 CNDAS Disputed Items 50 Code 22 Common Stock 1 Company 2 Company Benefit Plan SCHEDULE 2: Tri82 Company Board 82 Company Disclosure Letter 13 Company Ground Lease Property 27 Company Mortgage Loan 28 Company Option Plans 15 Company Properties 25 Company Property 25 Company Property Lease 27 Company Rights Offering 5 Company SEC Reports 19 Competing Transaction 82 Conclusive Net Debt Adjustment Statement 83 Confirmation Order 62 Confirmed Debtors 92 Contingent and Disputed Debt Claims 83 Contract 83 control 91 Corporate Level Debt 83 Dealer Manager 58 Debt 84 Debt Cap 66 Debtors 1 Designation Conditions 4 DIP Loan 84 Disclosure Statement 84 Disclosure Statement Order 63 Dispute Notice 49 Disputed Items 50 Domestically Controlled REIT 53 Effective Date 5 Encumbrances 25 Environmental Laws 22 Defined Term Page Equity Exchange 2 Equity Securities 15 ERISA 84 ERISA Affiliate 23 Excess Equity Capital Proceeds 8 Excess Surplus Amount 84 Exchangeable Notes 84 Excluded Claims 84 Excluded Non-Party US Plans 23 Fairholme Agreement LANDLORD 3 Fairholme Purchasers 3 Foreign Plan 23 Fully Diluted Basis 86 Fully Diluted GGO Economic Interest 87 GAAP 87 GGO 2 GGO Agreement 43 GGO Board 43 GGO Common Share Amount 87 GGO Common Stock 11 GGO Non-Control Agreement 87 GGO Note Amount 87 GGO Per Share Purchase Price 13 GGO Pro Rata Share 87 GGO Promissory Note 88 GGO Purchase Price 13 GGO Representative 11 GGO Setup Costs 88 GGO Share Distribution 12 GGO Shares 13 GGO Warrants 37 GGP Backstop Rights Offering 57 GGP Backstop Rights Offering Amount 58 GGP Pro Rata Share 88 Governmental Entity 88 Hazardous Materials 22 Xxxxxx Agreement 88 Xxxxxx Amount 87 Xxxxxx Heirs Obligations 89 Identified Assets 11 Indebtedness 89 Initial Investors 3 Investment Agreements 3 Joint Venture 89 Knowledge 89 viii Defined Term Page Law 89 Liquidity Equity Issuances 89 Liquidity Target 65 Material Adverse Effect 90 Material Contract 91 Material Lease 28 Measurement Date 15 Most Recent Statement 25 MPC Assets 91 MPC Taxes 91 Net Debt Excess Amount 91 Net Debt Surplus Amount 91 New Common Stock 2 New Debt 65 New DIP Agreement 62 New Warrant Vesting Date 37 New Warrants 37 Non-Control Agreement 91 Non-Controlling Properties 91 NYSE 37 Offering Premium 92 Operating Partnership 92 Original Agreement 1 PBGC 23 Per Share Purchase Price 3 Permitted Claims 92 Permitted Claims Amount 93 Permitted Replacement Shares 93 Permitted Title Exceptions 25 Person 93 Petition Date 1 Plan 1 Plan Debtors 92 Plan Summary Term Sheet 1 PMA Claims 92 Preliminary Closing Date Net Debt Review Deadline 93 Preliminary Closing Date Net Debt Review Period 93 Preliminary Closing Date Net Debt Schedule 49 Proportionally Consolidated Debt 93 Proportionally Consolidated Unrestricted Cash 94 Proposed Approval Order 36 Proposed Securities 39 PSCM 1 Purchase Price 3 Purchaser 1 ix Defined Term Page Purchaser Board Designee 43 Purchaser GGO Board Designees 43 Purchaser Group 94 Put Notice 7 Put Option 7 Put Shares 6 Put Termination Notice 8 Refinance Cap 69 Reinstated Amounts 65 Reinstatement Adjustment Amount 94 REIT 30 REIT Subsidiary 30 Reorganized Company 2 Reorganized Company Organizational Documents 47 Repurchase Notice 6 Repurchase Shares 6 Reserve 93 Reserve Surplus Amount 94 Reserved Shares 6 Resolution Period 49 Rights Agreement 94 Rights Offering Election 5 Xxxxx Bonds 95 Rule 144 56 Sales Cap 68 SEC 19 Securities Act 19 Settlement Date 7 Share Cap Number 66 Share Equivalent 95 Shares 3 Significant Subsidiaries 95 SOX 53 Specified Debt 95 Subscription Right 39 Subsidiary 95 Synthetic Lease Obligation 89 Target Net Debt 95 Tax Matters Agreement 95 Tax Protection Agreements 95 Tax Return 30 Taxes 30 Termination Date 96 Total Purchase Amount 4 Transactions 96 x Defined Term Page Transfer 56 TRUPS 96 U.S. Persons 53 Unrestricted Cash 96 Unrestricted Date 54 Unsecured Indebtedness 96 UPREIT Units 96 Warrant Agreement 36 Warrants 36 AMENDED AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN ANDRESTATED STOCK PURCHASE AGREEMENT, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, effective as of the reference date. March 31, 2010 (Signatures continued this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Pershing Square Capital Management, L.P. (“PSCM”), on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLCbehalf of Pershing Square, L.P., a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Centerpartnership, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx XxxxxxxxxPershing Square II, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAL.P., INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxxlimited partnership, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx Pershing Square International, Ltd. a Cayman Islands exempted company and Pershing Square International V, Ltd., a Cayman Islands exempted company, (Type or Print Nameeach, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). On March 31, 2010, GGP and the Purchasers entered into the Stock Purchase Agreement (as subsequently amended on May 3, 2010 and May 7, 2010, the “Original Agreement”) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in to provide for the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to terms and conditions for the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office consummation of the Recorder transactions contemplated therein. On August 2, 2010, GGP and the Purchasers entered into the Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010 (as subsequently amended on September 17, 2010, the “Amended and Restated Agreement”) which amended and restated the Original Agreement ab initio in its entirety as set forth therein. Pursuant to Section 13.8 of the County Amended and Restated Agreement, the parties thereto wish to amend and restate the Amended and Restated Agreement ab initio in its entirety as set forth herein. References herein to “date of Santa Xxxxxthis Agreement” and “date hereof” shall refer to March 31, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B2010.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pershing Square Capital Management, L.P.)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT Exhibit "A: Real Property Legal Description" - List of Collateral Agreements Exhibit "A-1" - List of Ancillary Documents Exhibit "A-2" - Approved Budget Approval Exhibit "B" - Form of Borrower Estoppel Exhibit "C" - Form of Assignment and Assumption of Mortgage Exhibit "D" - Form of Endorsement of Note Exhibit "D-1" - List of Original Notes Exhibit "E" - Form of Assignment and Assumption of Collateral Agreements Exhibit "F" - List of Tenants Exhibit "G" - Non-Foreign Status Affidavit Exhibit "H" - Form of Assignment and Assumption of Share Exhibit "H-1" - Form of Stock Power Exhibit "H-2" - Share Documents Schedule "1" - Representations and Warranties Exception Schedule Schedule "2" - List of Cash Collateral Accounts Schedule "3" - Approved Budget Schedule "4" - List of Leases; Arrearage Schedule; Leasing Commissions; Security Deposits Schedule "5" - List of Service Agreements, Project Site Plan Construction Agreements and Premises Floor Plan EXHIBIT B: Memorandum Construction Contract Information Schedule "6" - Covenants Exception Schedule Schedule "7" - Pre-Closing Expenditures Schedule "8" - List of Commencement Insurance Policies Schedule "9" - List of Lease Term and Borrower Affiliates Schedule of Base Rent EXHIBIT C Work "10" - Review Materials Schedule "11" - ESG Information Book Schedule "12" - Title Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS AGREEMENT OF THIS EXHIBIT WERE OMITTED PURCHASE AND REPLACED WITH “[***]”. A COMPLETE VERSION SALE AGREEMENT OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES PURCHASE AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN ANDSALE (this "Agreement"), BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, dated as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLCMay ___, 1999, by and between XXXXX-000 XXXXX XXXXXX ASSOCIATES, L.P., a Delaware limited liability company partnership, having an office c/o NBB Real Estate, Inc., 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center00000 ("Seller"), Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxxand RECKSON OPERATING PARTNERSHIP, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAL.P., INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ limited partnership, having an office c/o Reckson Associates Realty Corp., 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx Xxx Xxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350"Purchaser")”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Reckson Associates Realty Corp)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Legal Description, Project Site Plan Exhibit A Form of Revolving Credit Note Exhibit B Form of Notice of Revolving Credit Borrowing Exhibit C Form of Compliance Certificate Exhibit D Form of Eurodollar Pricing Notice Exhibit E-1 Form of Stock Pledge Agreement (Borrower) Exhibit E-2 Form of Stock Pledge Agreement (Guarantor) Exhibit F-1 Form of Security Agreement (Borrowers) Exhibit F-2 Form of Security Agreement (Guarantors) Exhibit G Form of Landlord Waiver Exhibit H Form of Opinion of Borrowers' Counsel Exhibit I Form of Assignment and Premises Floor Plan EXHIBIT B: Memorandum Acceptance Agreement Exhibit J Form of Commencement Subsidiary Subordination Agreement Exhibit K Form of Lease Term and Intercreditor Subordination Agreement Exhibit L Form of Sound Advice Merger Agreement Schedule 1 Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements Commitment Percentages Schedule 2 Pricing Schedule Schedule 2.11 Letters of Credit Schedule 3.1 Schedule of Subordinated Indebtedness Paid in Full Schedule 5.2 Schedule of Principal Place of Business Schedule 5.9 Schedule of Financial Statements Schedule 5.11 Schedule of Issued and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules Outstanding Stock Schedule 5.12 Changes in Condition Schedule 5.13 Schedule of Licenses, Patents, Copyrights and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN ANDTrademarks Schedule 5.14 Schedule of Litigation Schedule 5.15 Schedule of Pension Plans Schedule 5.16 Schedule of Indebtedness, BY EXECUTION OF THIS LEASELiens, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, as Charges and Encumbrances Schedule 5.17 Schedule of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description Environmental Matters Schedule 5.20 Schedule of Real Property For The Premises Real property in the City Application of Palo Alto, County Proceeds of Santa Xxxxx, State Tweeter IPO Schedule 8.4 Schedule of California, described as follows: All Insurance Schedule 9.3 Schedule of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT BInvestments

Appears in 1 contract

Samples: Credit Agreement (Tweeter Home Entertainment Group Inc)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Legal DescriptionExhibit A-1 Form of Revolving Credit Note Exhibit A-2 Form of Term Loan Note Exhibit A-3 Form of Swing Line Note Exhibit B Form of Notice of Revolving Credit Borrowing Exhibit C Form of Compliance Certificate Exhibit D Form of Pricing Notice Exhibit E-1 Form of Security Agreement Exhibit E-2 Form of Guarantor Security Agreement Exhibit F [Intentionally Omitted.] Exhibit G Form of Deed of Trust, Project Site Plan Assignment of Leases and Premises Floor Plan EXHIBIT B: Memorandum Rents, Financing Statement and Security Agreement Exhibit H Form of Commencement Collateral Assignment of Lease Term Leases and Rents Exhibit I [Intentionally Omitted.] Exhibit J Form of Assignment in Trust Exhibit K Form of Assignment of Trademarks Exhibit L Form of Assignment of Licenses, Contracts and Permits Exhibit M Form of Stock Pledge Agreement Exhibit N Form of Hazardous Materials Indemnification Agreement Exhibit O Form of Opinions of Borrowers' Counsel Exhibit P Form of Assignment and Acceptance Agreement Exhibit Q [Intentionally Omitted.] Exhibit R Acknowledgment of Unrestricted Subsidiary Exhibit S Form of Joinder Exhibit T Cerberus Amendment and Waiver Letter Agreement; Certificate of Designation; Amended and Restated Registration Rights Agreements; Cerberus Purchase Agreement Exhibit U Registration Statement Exhibit V Kamori Stock Purchase Agreement Schedule 1 Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements Commitment Percentages Schedule 2 Pricing Schedule Schedule 2.16 Schedule of Letters of Credit Schedule 2.17 Schedule of Bank Accounts Schedule 3.1 Schedule of Post-Closing Conditions Schedule 3.1(q) Schedule of Certain Leases Schedule 5.2 Schedule of Principal Places of Business Schedule 5.4(a) Schedule of Subsidiaries and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules Issued and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN ANDOutstanding Stock Schedule 5.4(b) Transactions with Unrestricted Subsidiaries Schedule 5.8 Schedule of Certain Tax Matters Schedule 5.9 Schedule of Financial Statements Schedule 5.13(c) Schedule of Certain Leasehold Personal Property Interests and Personal Property Lease Agreements Schedule 5.14 Schedule of Litigation Schedule 5.13 Schedule of Licenses, BY EXECUTION OF THIS LEASEPatents, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, as Copyrights and Trademarks Schedule 5.15 Schedule of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT BPension Plans

Appears in 1 contract

Samples: Credit Agreement (American Skiing Co /Me)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum Exhibit A Base Balance Sheet Exhibit B Form of Commencement Consignment Agreement Exhibit C Form of Cooperation Agreement Exhibit D Inventory Purchase Agreement (without exhibits) Exhibit E Form of KAV Senior Subordinated Note - A Exhibit F Form of KAV Senior Subordinated Note - B Exhibit G Miramar Sale Term Sheet Exhibit H Miramar Lease Term Sheet Exhibit I Form of Non-Competition Agreement Exhibit J Form of Pearland Real Estate Purchase Agreement Exhibit K Form of Transition Services Agreement Exhibit L Form of Van Nuys Lease Assignment Agreement Exhibit M Form of License Agreement Exhibit N Form of Opinion of Seller's Counsel Exhibit O Mezzanine Debt Term Sheet Schedule 1.1(a) Consigned Inventory Investments Schedule 2.2 Excluded Assets Schedule 2.3 Assumed Contracts Schedule 2.8 Assumed Liabilities Schedule 2.9 Excluded Liabilities Schedule 3.4 Kellxxxxx Xxxlations Schedule 4.1 Foreign Qualifications Schedule 4.4 Corporate Information Schedule 4.5 Liens on Capital Stock Schedule 4.6 Violations Schedule 4.7 Subsidiaries Schedule 4.8 Financial Statements Schedule 4.9 Changes Since the Current Balance Sheet Date Schedule 4.10 Certain Liabilities Schedule 4.11 Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Real Estate Schedule 4.14(a) Title and Condition of Assets Schedule 4.14(b) Consigned Inventory Schedule 4.14(c) Consigned Inventory Locations Schedule 4.14(d) Vehicles Schedule 4.16 Employees Schedule 4.17 Employee Benefit Plans Schedule 4.18 Tax Matters Schedule 4.19 Insurance Policies Schedule 4.21 Permits and Approvals Schedule 4.22 Affiliated Transactions 60 Schedule 4.23 Intellectual Property Schedule 4.24 Contracts Schedule 4.26 Product Warranties and Rebates Schedule 5.1(a) Conduct of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements Business Pending the Acquisition Schedule 5.1(b) Contact Telephone Numbers and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: TriE-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT BMail Addresses Schedule 6.10 Employee Matters Schedule 8.4 Adverse Litigation

Appears in 1 contract

Samples: Asset Purchase Agreement (Kellstrom Industries Inc)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Exhibit A Legal Description Exhibit B Representation Letter Exhibit C Audit Inquiry Letter Exhibit D Audit Response Letter Form Exhibit E Post-Closing Escrow Agreement Schedule 1.3.1 Escrow Agent’s Wire Instructions Schedule 3.3 Property Information Schedule 4.1.11 Tenant Leases and Subleases Schedule 4.1.11(a) Tenant Lease Defaults Schedule 4.1.13 Contracts Schedule 4.1.15 List of Existing Violations Schedule 5.4.1(a) Form of Tenant Estoppel Schedule 5.4.5 Form of ROFR Notice Schedule 5.4.6 Form of Ground Lessor Estoppel Certificate Schedule 5.6.1 Form of Deed Schedule 5.6.2 Form of Assignment of Ground Lease Schedule 5.6.3 Form of Xxxx of Sale and Assignment Schedule 5.6.4 Form of Assignment of Leases Index of Defined Terms Accounting Records 19 Inspections 6 Affidavit 6 Intangible Property 3 Agreement 1 Intrusive Inspections 7 Applicable Legal Bodies 13 Land 1 Assignment of Ground Lease 26 Lease Action 17 Assignment of Leases 27 Notice of Objection 22 Assumed Contracts 8 OFAC 10 Audited Year 19 Opening of Escrow 20 Xxxx of Sale and Assignment 26 Permits 2 Board 46 Personal Property 2 Board Approval Condition 46 Post-Closing Escrow Agreement 35 Broker 40 Pre-Closing Default 36 Business Day 43 Pre-Closing Defaults 36 Buyer 1 Preliminary Report 4 Buyer’s Knowledge 15 Proceeding 3 Buyer’s Reports 7 Property 1 CAM Charge(s) 30 Property Information 8 CAM Lease Year 31 Purchase Price 3 CERCLA 12 RCRA 12 Claims 16 Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of 2 Closing 4 Registered Company 19 Closing Date 4 Representation Documents 15 Closing Statement 34 Required Title Condition 5 Xxxx 00 XXXX 0 Xxxxxxxxx 0 XXXX Notice 23 control 40 SEC Filings 19 Control 40 Seller 1 Current Billing Period 32 Seller Monetary Encumbrances 5 DDP Waiver Notice 9 Seller’s Knowledge 13 Deed 26 Seller’s Liability Cap 38 Deposit 3 Stub Period 19 Due Diligence Period 8 Subleases 2 Effective Date 1 Subtenants 2 Escrow 20 Survey 5 Escrow Agent 1 Survival Period 15 Exception Documents 4 Tenant 2 Existing Lender 18 Tenant Estoppel 22 Existing Loan 18 Tenant Estoppel Condition 23 Ground Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for 1 Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Leases 2 Ground Lessor 1 Tenant Notice 35 Ground Lessor Estoppel Certificate EXHIBIT G: Rules 24 Tenants 2 Hazardous Materials 12 Termination Notice 9 Holdback 35 Title Company 4 Improvements 2 Title Policies 23 Indemnified Claim 45 Title Review Period 5 Indemnitee 45 UCC Searches 4 Indemnitor 45 Violations 9 Initial Closing Date 4 Warranties 2 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “Agreement”) is entered into as of this 11th day of August, 2016 (the “Effective Date”), by and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN ANDamong CULLMAN POB III LLC, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, Californiaan Alabama limited liability company, as of the reference date. seller (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH [***]Seller. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL ), GAHC4 CULLMAN AL MOB III, LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1company, as said Parcel is shown upon that certain Parcel Map entitledbuyer (“Buyer”), and CHICAGO TITLE INSURANCE COMPANY, as escrow agent (in such capacity, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350Escrow Agent”)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B.

Appears in 1 contract

Samples: Purchase and Sale Agreement and Escrow Instructions (Griffin-American Healthcare REIT IV, Inc.)

LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Note Exhibit B Form of Warrant Exhibit C Escrow Agreement Exhibit D Form of Exchange Agreement Exhibit E Form of Guaranty Exhibit F Form of Legal Opinion Schedule 1 List of Subscribers Schedule 3 Security Interest Documents Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(q) Banking Schedule 5(s) Auditors Schedule 5(x) Transfer Agent Schedule 9(e) Use of Proceeds - Monthly Budget Schedule 9(l) Intellectual Property Schedule 9(q) Registrable Stock Options EXHIBIT A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED A TO SUBSCRIPTION AGREEMENT NEITHER THE ISSUANCE AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY SALE OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. LANDLORDNOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Principal Amount: ADDRESS$2,500,000 Issue Date: 395 PAGE MILL LLCJuly 30, 2010 CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, MEGAWEST ENERGY CORP., a Delaware limited liability company c/o corporation continued under the Business Corporations Act (Alberta) (hereinafter called “Borrower”), hereby promises to pay to the order of IROQUOIS CAPITAL OPPORTUNITY FUND LP, maintaining an address at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx XxxxxxxxxXxxx, XX 00000 Title: Vice President ADDRESS: TENANT: 00000, without demand, the sum of Two Million Five hundred Thousand Dollars (Before Commencement $$2,500,000) (“Principal Amount”), with interest accruing thereon, on January 30, 2012 (the “Maturity Date”), if not sooner paid. This Note has been entered into pursuant to the terms of a subscription agreement among the Borrower, the Holder and certain other holders (the “Other Holders”) CLOUDERAof convertible promissory notes (the “Other Notes”), INC.dated of even date herewith (the “Subscription Agreement”) for up to an aggregate Principal Amount of $2,500,000. Unless otherwise separately defined herein, 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property all capitalized terms used in this Note shall have the same meaning as is set forth in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition Subscription Agreement. The following terms shall apply to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT Bthis Note:

Appears in 1 contract

Samples: Subscription Agreement (Megawest Energy Corp.)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Legal DescriptionExhibits Exhibit A Assignment and Acceptance Exhibit B Assignment Notice Exhibit C Form of Notice of Borrowing Exhibit D Form of Perfection Certificate Exhibit E Form of Compliance Certificate Exhibit F Form of U.S. Tax Compliance Certificate Exhibit G Form of Joinder Exhibit H-1 Form of Global Intercompany Note Exhibit H-2 Form of Intercompany Subordination Agreement Exhibit I Form of Pledge Agreement Exhibit J Form of Security Agreement Exhibit K Form of Liquidity Covenant Certificate Exhibit L Form of Solvency Certificate Exhibit M Form of Acceptance and Prepayment Notice Exhibit N Form of Discount Range Prepayment Notice Exhibit O Form of Discount Range Prepayment Offer Exhibit P Form of Solicited Discounted Prepayment Notice Exhibit Q Form of Solicited Discounted Prepayment Offer Exhibit R Form of Specified Discount Prepayment Notice Exhibit S Form of Specified Discount Prepayment Response Exhibit T Form of Term Note Schedules Schedule 1.1 Commitments of Lenders Schedule 6.3 Conditions Subsequent Schedule 8.2 Deposit Accounts, Project Site Plan Securities Accounts and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term Commodity Accounts Schedule 9.1.4 Names and Capital Structure Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements 9.1.10 Patents, Trademarks, Copyrights and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF Licenses Schedule 9.1.15 Litigation Schedule 9.1.19 Labor Relations Schedule 9.1.29 Immaterial Subsidiaries Schedule 9.1.31 Insurance Schedule 10.2.4 Existing Investments Schedule 10.4.1 Cash Management Banks CREDIT AND GUARANTY AGREEMENT THIS EXHIBIT WERE OMITTED CREDIT AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, GUARANTY AGREEMENT is dated as of January 23, 2024 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the reference date. terms hereof, this “Agreement”), by and among (Signatures continued on next pagea) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERACORE SCIENTIFIC, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxxcorporation, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Namethe “Borrower”), (b) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx each SUBSIDIARY GUARANTOR (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47hereinafter defined) and portions Xxxx 0the other Guarantors (as hereinafter defined) party hereto from time to time, 0each as a Guarantor, 0 & 0 xx ‘Xxxxxxx Xxxxx(c) each Person party hereto from time to time as a LENDER (as hereinafter defined), Town of Xxxxxxxx’ and (C Misc. Recordsd) WILMINGTON TRUST, 350NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and in its capacity as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Core Scientific, Inc./Tx)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Legal Description, Project Site Plan Exhibit A — Form of Assignment and Premises Floor Plan EXHIBIT B: Memorandum Acceptance Exhibit B — Form of Commencement Note Exhibit B-1 — Form of Lease Term and Designated Bank Note Exhibit C — Form of Notice of Committed Borrowing Exhibit D — Form of Notice of Conversion/Continuation Exhibit E — List of Closing Documents Exhibit F — Form of Officer’s Certificate to Accompany Reports Exhibit G — Sample Calculations of Financial Covenants Exhibit H — Form of Money Market Quote Request Exhibit I — Form of Invitation for Money Market Quote Exhibit J — Form of Money Market Quote Exhibit K — Form of Designation Agreement Exhibit L — Form of Qualified Borrower Guaranty of Payment Exhibit M — Form of Guaranty of Collection Exhibit N — Form of U.S. Tax Compliance Certificates Exhibit O — Form of Notice of Qualified Borrower Schedule 1.1 — Allocations Schedule 1.1.4 — Permitted Securities Options Schedule 1.1.5 — Unsecured Bond Offerings Schedule 3.6 — Existing Letters of Credit Schedule 7.1-A — Schedule of Base Rent EXHIBIT Organizational Documents Schedule 7.1-C Work Letter — Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement Schedule 7.1-H — Indebtedness for Tenant Improvements Borrowed Money; Contingent Obligations Schedule 7.1-I — Pending Actions Schedule 7.1-P — Existing Environmental Matters Schedule 7.1-Q — ERISA Matters Schedule 7.1-T — Insurance Policies AMENDED AND RESTATED CREDIT AGREEMENT This Amended and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH Restated Credit Agreement, dated as of April 7, 2014 (as amended, supplemented or modified from time to time, the [***]Agreement. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules ) is entered into among SIMON PROPERTY GROUP, L.P., the Qualified Borrowers party hereto, the institutions from time to time a party hereto as Lenders, whether by execution of this Agreement or an Assignment and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: TriAcceptance, the institutions from time to time a party hereto as Co-Party Agents, whether by execution of this Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN ANDor an Assignment and Acceptance, BY EXECUTION OF THIS LEASEand XX XXXXXX XXXXX BANK, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, CaliforniaN.A., as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE Administrative Agent, X.X. XXXXXX SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Centeras joint lead arranger and joint bookrunner, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx XxxxxxxxxXXXXXXX LYNCH, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAPIERCE, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, described as follows: All of Parcel 1XXXXXX & XXXXX INCORPORATED, as said Parcel is shown upon that certain Parcel Map entitledjoint lead arranger and joint bookrunner, the financial institutions listed on the cover page to this Agreement as Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)Joint Lead Arrangers”, which Map was filed for record in as joint lead arrangers, BANK OF AMERICA, N.A., as Syndication Agent, the Office of financial institutions listed on the Recorder of cover page to this Agreement as “Co-Syndication Agents”, as Co-Syndication Agents, the County of Santa Xxxxxfinancial institutions listed on the cover page to this Agreement as “Co-Documentation Agents”, State of California as Co-Documentation Agents, the financial institutions listed on June 27the cover page to this Agreement as “Senior Managing Agents”, 1975 in Book 358 of Mapsas Senior Managing Agents, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH and the financial institutions listed on the cover page to this Agreement as [***]Managing Agents. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT B, as Managing Agents.

Appears in 1 contract

Samples: Credit Agreement (Simon Property Group L P /De/)

LIST OF EXHIBITS AND SCHEDULES. EXHIBITS Exhibit A — Land Exhibit B — Title Cure Obligations Exhibit C — Special Warranty Xxxx of Sale Exhibit D — Special Warranty Deed Exhibit E — Assignment and Assumption Agreement (of Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements) Exhibit F — Assignment and Assumption of Occupancy Agreements Exhibit G — Intentionally Omitted Exhibit H — Registration Rights Agreement Exhibit I — Partnership Amendment Exhibit J — Prospective Subscriber Questionnaire Exhibit K — Prospective Power of Attorney and Limited Partner Signature Page Exhibit L — Partnership Letter Exhibit M — Lock-Up Agreement Exhibit N — Pledge and Security Agreement Exhibit O — Tax Reporting and Protection Agreement SCHEDULES Schedule 1 — Intentionally Omitted Schedule 2 — Operating Agreements and Leased Property Agreements and Off-Site Facility Agreements Schedule 3 — Employment Agreements Schedule 4 — Occupancy Agreements Schedule 5 — Additional Defined Terms Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale EXHIBIT A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE LAND Tract 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN ANDParcel 1, BY EXECUTION OF THIS LEASEcontaining 100,012 square feet, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, Californiamore or less, as shown on “Plat Showing the Resubdivision of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLCProperty of Xxxx Associates, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero CenterLimited Partnership” attached to a Deed of Resubdivision and Easement recorded in Deed Book 2231, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxxpage 1330, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERAamong the land records of Arlington County, INC.Virginia, 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description of Real Property For The Premises Real property in the City of Palo Alto, County of Santa Xxxxx, State of California, and more particularly described as follows: All BEGINNING at the intersection of Parcel the westerly right of way line of South Xxxxxxxxx-Xxxxx Highway, U.S. Rte. 1, with the northerly right of way line of 18th Street South, said point of beginning being the southeasterly corner of property of Xxxx Associates as acquired in Deed Book 1997, page 1214 of the land records of Arlington County, Virginia; thence running with said northerly right of way line of 18th Street South, along the following courses and distances: S. 79° 04’ 35” W. 11.74 feet of the P. C. of a curve to the left; thence continuing 83.47 feet along the arc of said curve to the left, which curve has a radius of 8,739.66 feet, the chord of which arc bears S. 78°48’ 10” W, 83.47 feet to the P. T.; thence continuing S. 78°31’45” W. 53.05 feet to the P.C. of a curve to the right; thence 34.04 feet along the arc of said curve to the right, which curve has a radius of 20.00 feet, the chord of which arc bears N. 52°43’01.5” W. 30.08 feet to the P. T; thence still continuing 63.93 feet along the arc of a curve to the right, which curve has a radius of 2,919.79 feet, the chord of which arc bears S. 3°20’ 17” E. 63.93 feet to a point lying in the original northerly right of way line of 00xx Xxxxxx South; thence still continuing S. 85°56’59’W. 30.01 feet to this intersection with the easterly right of way line of South Xxxx Street; thence running with said easterly right of way line of South Xxxx Street, 420.99 feet along the arc of a curve to the left ,which curve has a radius of 2,889.79 feet, the chord of which arc bears N. 60°52’06.5” W. 420.62 feet to the P. T; thence still continuing N 11 °02’ 31” W. 97.16 feet to a point; thence departing from the easterly right of way line of South Xxxx Street and running through the property of Xxxx Associates S. 87°50’00” E. 247.90 feet to a point in the new westerly right of way line of South Xxxxxxxxx-Xxxxx Highway, U.S. Route 1; thence running with said new westerly right of way line of South Xxxxxxxxx-Xxxxx Highway, along the following courses and distances: S. 3°08’36” E. 67.80 feet; S. 86°51’24” W. 2.00 feet S. 30°8’36” E 118.00 feet; N. 86°51’24” E. 2.00 feet; S. 30°8’36” E. 15.50 feet; thence 103.46 feet along the arc of a curve to the right, which curve has a radius of 3,331.66 feet, the chord of which arc bears S. 2°15’ 13.5” E. 103.45 feet; N. 88°38’09” E. 1.00 feet; thence 84.20 feet along the arc of a curve to the right, which curve has a radius of 3,332.66 feet, the chord of which arc bears S. 0 ° 38’25.5” E. 84.19 feet to a P. C. C; thence continuing 38.36 feet along the arc of a curve to the right, which curve has a radius of 2,845.79 feet, the chord of which arc bears S. 0°28’ 10” W. 38.35 feet to the point of beginning; containing 100,012 square feet of land, more or less, Tract 2: Parcel is 2B, containing 46,553 square feet, more or less, as shown upon on “Plat Showing the Resubdivision of the Property of Xxxx Associates, a Limited Partnership” attached to a Deed of Resubdivision and Easement recorded in Deed Book 2231, page 1330, among the land records of Arlington County, Virginia, and more particularly described as follows: Exhibit A Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale BEGINNING at a point lying in the southerly right of way line of 15th Street South, said point of beginning being the P.C. of a return curve located at the intersection of the aforesaid southerly right of way line of 00xx Xxxxxx South with the new westerly right of way line of Xxxxx Xxxxxxxxx Xxxxx Highway, U.S. Route 1 as established by the Virginia Department of Highways and Transportation, said point of beginning lying 70 feet from the Virginia Department of Highways and Transportation construction centerline of 00xx Xxxxxx South; thence 74.39 feet along the arc of a curve to the right, which curve has a radius of 44. 75 feet, the chord of which arc bears S, 46°02’ 22.5” E. 66.12 feet to a P. R. C., said P. C. lying in the westerly right of way line of Xxxxx Xxxxxxxxx Xxxxx Highway, U.S. Route 1; thence 4.02 feet along the arc of a curve to the left, which curve has a radius of 1,916.86 feet, the chord of which arc bears S. 1°31’ 27.5” W., 4.02 feet to a point; thence still continuing with said right of way line N. 88°32’ 09’ W., 12.00 feet; thence still continuing 155.11 feet along the arc of a curve to the left, which curve has a radius of 1,928.86 feet, the chord of which arc bears S. 04°50’22.5” E. 155,07 feet to the P.T; thence still continuing S. 34°08’36” E. 29.42 feet; S. 86°51’24” W. 1.00 feet, and S. 3°08’36” E, 91.20 feet to a point; thence departing from said right of way line and crossing the lands of Xxxx Associates as same appears duly platted and recorded in Deed Book 1997, page 1214, among the land records of Arlington County, Virginia, N. 87°50’ 00” W. 247.90 feet to a point, said point lying in the easterly right of way line of South Xxxx Street (25 feet distant from the centerline thereof); thence running with a portion of said easterly right of way line of South Xxxx Street, N. 11°02’31” W. 35.63 feet to a point, said point being the southwesterly corner of the property of Xxxx Condominium Corp. as same appears duly recorded in Deed Book 2171, page 100, among the aforesaid land records; thence departing from said street line and running with the southerly and easterly boundary of the property of Xxxx Condominium Corp. along the following courses and distances: S. 87°50’00” E. 79.20 feet; N. 02°10’ 00” E. 75.96 feet; N 42°50’ 00” W. 26.63 feet; N. 47°10’ 00” E. 63.92 feet; N. 2°10’ 00” E. 4.71 feet; N. 42°50’ 00” W. 13.42 feet; N. 47°10’ 00” E. 35.06 feet; N. 24°10’ 00” E. 16.38 feet; N. 47°10’ 00” E. 23.74 feet; S. 87°50’ 00” E. 16.38 feet; N. 47°10’ 00” E. 33.11 feet; N. 2°10’ 00” E. 31.11 feet; N. 87°50’ 00” W., 18.36 feet and N. 2°10’ 00” E. 17.72 feet to a point, said point lying in the aforementioned southerly right of way line of 15th Street South (70 feet distant from the VDH&T construction centerline); thence running with a portion of the new southerly right of way line of 15th Street South, N. 86°20’11” E. 41.52 feet to the point of beginning, containing 46,553 square feet of land, more or less. AND BEING a portion of the same property conveyed to XXXX Associates, a Virginia limited partnership, by deed from Washington Brick and Terra Cotta Company, a Virginia limited partnership, dated August 15,1979, and recorded September 25, 1979, in Deed Book 1997, page 1214 among the land records of Arlington County, Virginia. Tract 3: TOGETHER WITH non-exclusive easements for pedestrian and vehicular ingress and egress to and from the underground parking garages of Phase 11 and the Residential Building as defined in Paragraph 1(a) of that certain Parcel Map entitledEasement Agreement by and between XXXX CONDOMINIUM CORPORATION, “Parcel Mapa Virginia corporation, consisting and XXXX ASSOCIATES, a Virginia limited partnership, dated August 28, 1986, and recorded September 2, 1986, in Deed Book 2232, page 1307. Exhibit A Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) Purchase and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS Sale EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT BB TITLE CURE OBLIGATIONS

Appears in 1 contract

Samples: Contribution Agreement (Ashford Hospitality Trust Inc)

LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Legal DescriptionExhibit A-1 Form of Revolving Credit Note Exhibit A-2 Form of Term Loan Note Exhibit A-3 Form of Swing Line Note Exhibit B Form of Notice of Revolving Credit or Swing Line Borrowing Exhibit C Form of Compliance Certificate Exhibit D Form of Pricing Notice Exhibit E-1 Form of Amended and Restated Security Agreement Exhibit E-2 Form of Guarantor Security Agreement Exhibit F Form of Unlimited Guaranty Agreement Exhibit G Form of Amended and Restated Fee and Leasehold Mortgage, Project Site Plan Assignment of Leases and Premises Floor Plan EXHIBIT B: Memorandum Rents, Financing Statement and Security Agreement Exhibit H Form of Commencement Amended and Restated Collateral Assignment of Lease Term Leases and Rents Exhibit I [Intentionally Omitted.] Exhibit J Form of Assignment in Trust Exhibit K Form of Assignment of Trademarks Exhibit L Form of Amended and Restated Assignment of Licenses, Contracts and Permits Exhibit M Form of Stock Pledge Agreement Exhibit N Form of Amended and Restated Hazardous Materials Indemnification Agreement Exhibit O Form of Opinions of Borrowers' Counsel Exhibit P Form of Assignment and Acceptance Agreement Exhibit Q Form of Amended and Restated Otten Subordination Agreement Exhibit R Acknowlexxxxxt of Unrestricted Subsidiary Exhibit S Form of Joinder Exhibit T Cerberus Amendment and Waiver Letter Agreement; Certificate of Designation; Amended and Restated Registration Rights Agreement; Cerberus Purchase Agreement Exhibit U Registration Statement Exhibit V Kamori Stock Purchase Agreement Schedule 1 Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements Commitment Percentages Schedule 2 Pricing Schedule Schedule 2.16 Schedule of Letters of Credit Schedule 2.17 Schedule of Bank Accounts Schedule 3.1(q) Schedule of Certain Leases Schedule 5.2 Schedule of Principal Places of Business Schedule 5.4(a) Schedule of Subsidiaries and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules Issued and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN ANDOutstanding Stock Schedule 5.4(b) Transactions with Unrestricted Subsidiaries Schedule 5.8 Schedule of Certain Tax Matters Schedule 5.9 Schedule of Financial Statements Schedule 5.14 Schedule of Litigation Schedule 5.13 Schedule of Licenses, BY EXECUTION OF THIS LEASEPatents, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THATCopyrights and Trademarks Schedule 5.13(c) Schedule of Certain Leasehold Personal Property Interests and Personal Property Lease Agreements Schedule 5.15 Schedule of Pension Plans Schedule 5.16 Schedule of Indebtedness, AT THE TIME THIS LEASE IS EXECUTEDLiens, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, as Charges and Encumbrances Schedule 5.17 Environmental Matters Schedule 8.4 Schedule of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT A PROJECT SITE PLAN AND PREMISES FLOOR PLAN CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. PREMISES Legal Description Insurance Schedule 8.9 Schedule of Real Property For The Premises Real property in the City Ownership of Palo Alto, County Restricted Subsidiaries Schedule 8.12 Schedule of Santa Xxxxx, State Leases Schedule 8.14 Schedule of California, described as follows: All Environmental and Land Use Compliance Schedule 8.17 Schedule of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled, “Parcel Map, consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Maps, 47) Forest Service Permits Schedule 9.3 Investment Policy and portions Xxxx 0, 0, 0 & 0 xx ‘Xxxxxxx Xxxxx, Town of Xxxxxxxx’ (C Misc. Records, 350)”, which Map was filed for record in the Office of the Recorder of the County of Santa Xxxxx, State of California on June 27, 1975 in Book 358 of Maps, at Page 23. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT BInvestments

Appears in 1 contract

Samples: Credit Agreement (American Skiing Co /Me)

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