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.)
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
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 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: Lockup Agreement (Attitude Drinks Inc.), Subscription Agreement (Attitude Drinks 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
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 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
LIST OF EXHIBITS AND SCHEDULES. Exhibit A — Form of Warrant to be issued pursuant to Section 2.1(c) Exhibit B — Form of Warrant to be issued pursuant to Section 2.1(d) Schedule 3.4 — Investor Consents and Filings Schedule 4.5 — Company Consents and Filings EXHIBIT A: Real Property Legal DescriptionA FORM OF WARRANT NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 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 AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS EXHIBIT WERE OMITTED WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL SATISFACTORY IN FORM AND REPLACED WITH “[***]”. SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (iii) RECEIPT OF A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT THE EFFECT THAT REGISTRATION UNDER RULE 406 THE ACT IS NOT REQUIRED. Date: , 2010 COMMON STOCK WARRANT OF FIRST MARINER BANCORP INCORPORATED UNDER THE LAWS OF THE SECURITIES ACT STATE 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 BMARYLAND
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LIST OF EXHIBITS AND SCHEDULES. Exhibit A Certificate of Designations Exhibit B Form of Series A Warrant Exhibit C Escrow Agreement 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 Schedule 11(a) Excepted Issuances EXHIBIT A: Real Property Legal DescriptionA CERTIFICATE OF DESIGNATIONS See Current Report on Form 8-K, Project Site Plan and Premises Floor Plan filed on March 30, 2012. 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 B FORM OF SERIES A WARRANT NEITHER THIS EXHIBIT WERE OMITTED AND REPLACED SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT EXEMPTION FROM REGISTRATION 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 AMENDED (THE “SECURITIES ACT”), AND, BY EXECUTION OF THIS LEASEACCORDINGLY, 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 MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT EFFECTIVE REGISTRATION STATEMENT UNDER RULE 406 THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF 1933COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. LANDLORDTHIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. WIZARD WORLD, INC. Form of Senior Convertible Debenture US$____________________ Issue Date: ADDRESS: 395 PAGE MILL LLCDecember 9, 2011 This Senior Convertible Debenture (the “Debenture”) is duly authorized and issued by Wizard World, Inc., a Delaware limited liability company c/o corporation (the “Company”), having its principal executive office at 1000 Xxxxxx xx xxx Xxxxxxxx, 0xx 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: (Before Commencement Date) CLOUDERA00000. FOR VALUE RECEIVED, INC.the Company, 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 promises to pay to the Town order of Xxxxxxxx’ _______________ _______________located at _______________________________________________, and or its registered assigns (K Mapsthe “Payee” or the “Holder”), 47the principal sum of ________________ Thousand United States Dollars (US$_____________) (the “Principal Amount”) by February 28, 2012 (the “Maturity Date”) unless it is converted into Private Placement Securities (as defined herein) after the Company undertakes the Qualified Offering (as defined herein), and portions Xxxx 0to pay interest on the Principal Amount at a rate of six percent (6%) per annum in one lump sum payable on the Maturity Date. In addition to any conversion contemplated hereby, 0the Company will issue to Holder, 0 & 0 xx ‘Xxxxxxx Xxxxxin consideration hereof, Town of Xxxxxxxx’ __________________ Common Shares (C Miscas defined below) on the date hereof. Records, 350)”, which Map was filed for record in This Debenture is subject to 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 Bfollowing provisions:
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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
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LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Legal Description, Project Site Plan A-1 Form of Class A Certificate EXHIBIT A-2 Form of Class B Certificate EXHIBIT A-3 Form of Class C Certificate [EXHIBIT A-4 Form of Class X Certificate] EXHIBIT A-5 Form of Class R-I Certificate EXHIBIT A-6 Form of Class R-II Certificate EXHIBIT B Form of Investment Representation Letter EXHIBIT C-1 Form of Transfer Affidavit and Premises Floor Plan Agreement Pursuant to Section 5.02(d)(i)(B) EXHIBIT B: Memorandum C-2 Form of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards Transferor Certificate Pursuant to Section 5.02(d)(i)(D) 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. Form of Request for Release EXHIBIT E SNDA Form of ERISA Representation Letter EXHIBIT F: Estoppel F Form of Custodial Certification EXHIBIT G Form of Trustee Distribution Date Statement EXHIBIT H Form of Request for Review EXHIBIT I Form of Notice Regarding Purchase Option Exercise EXHIBIT J Form of Notice and Certification Regarding Defeasance of a Mortgage Loan EXHIBIT K Form of Certification to be Provided with Form 10-K EXHIBIT L Form of Certification to be Provided to Depositor EXHIBIT M Form of Regulation S Certificate EXHIBIT G: Rules and Regulations N Form of Transfer Certificate for Exchange or Transfer from Domestic Global Certificate to Regulation S Global Certificate During the Restricted Period EXHIBIT H: Telecommunications Equipment O Form of Transfer Certificate for Exchange or Transfer from Domestic Global Certificate to Regulation S Global Certificate During the Restricted Period EXHIBIT P Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Domestic Global Certificate SCHEDULE 1: Charging Stations Site Plan I Mortgage Loan Schedule SCHEDULE 2: TriII Sub-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, Servicing Agreements in Effect as of the reference date. Closing Date SCHEDULE III Schedule of Exceptions under Section 2.02(a) SCHEDULE IV [RESERVED] SCHEDULE V Mortgage Loans that Initially Pay Interest Only SCHEDULE VI Mortgage Loans Containing Additional Debt SCHEDULE VII Schedule of Controlling Holders SCHEDULE VIII Servicing Criteria to be Addressed in Assessment of Compliance SCHEDULE IX Additional Form 10-D Disclosure SCHEDULE X Additional Form 10-K Disclosure SCHEDULE XI Form 8-K Disclosure Information SCHEDULE XII Form of Additional Disclosure Notification This Pooling and Servicing Agreement (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS this "Agreement"), dated and effective as of [______________], 20[__], is by and among BANC OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH 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, AMERICA COMMERCIAL MORTGAGE INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxxas Depositor, 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 XxxxBANK OF AMERICA, 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 entitledMaster Servicer, “Parcel Map[______________], consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Mapsas Special Servicer, 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 Bas Trustee and as REMIC Administrator.
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Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)
LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Legal Description, Project Site Plan A-1 Form of Class A Certificate EXHIBIT A-2 Form of Class B Certificate EXHIBIT A-3 Form of Class C Certificate [EXHIBIT A-4 Form of Class X Certificate] EXHIBIT A-5 Form of Class R-I Certificate EXHIBIT A-6 Form of Class R-II Certificate EXHIBIT B Form of Investment Representation Letter EXHIBIT C-1 Form of Transfer Affidavit and Premises Floor Plan Agreement Pursuant to Section 5.02(d)(i)(B) EXHIBIT B: Memorandum C-2 Form of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards Transferor Certificate Pursuant to Section 5.02(d)(i)(D) 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. Request for Release EXHIBIT E SNDA Form of ERISA Representation Letter EXHIBIT F: Estoppel F Form of Custodial Certification EXHIBIT G Form of Trustee Distribution Date Statement EXHIBIT H Request for Review EXHIBIT I Form of Notice Regarding Purchase Option Exercise EXHIBIT J Form of Notice and Certification Regarding Defeasance of a Mortgage Loan EXHIBIT K Form of Certification to be Provided with Form 10-K EXHIBIT L Form of Certification to be Provided to Depositor EXHIBIT M Form of Regulation S Certificate EXHIBIT G: Rules and Regulations N Form of Transfer Certificate for Exchange or Transfer from Domestic Global Certificate to Regulation S Global Certificate During the Restricted Period EXHIBIT H: Telecommunications Equipment O Form of Transfer Certificate for Exchange or Transfer from Domestic Global Certificate to Regulation S Global Certificate After the Restricted Period EXHIBIT P Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Domestic Global Certificate SCHEDULE 1: Charging Stations Site Plan I Mortgage Loan Schedule SCHEDULE 2: TriII Sub-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, Servicing Agreements in Effect as of the reference date. Closing Date This Pooling and Servicing Agreement (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS this "Agreement"), dated and effective as of [______________], 20[__], is by and among BANC OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH 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, AMERICA COMMERCIAL MORTGAGE INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxxas Depositor, 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 XxxxBANK OF AMERICA, 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 entitledMaster Servicer, “Parcel Map[______________], consisting of all of Block 4 ‘Map of Sunnyside Addition to the Town of Xxxxxxxx’ (K Mapsas Special Servicer, 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 Bas Trustee and as REMIC Administrator.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage 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 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/)