diff --git "a/eval.csv" "b/eval.csv" deleted file mode 100644--- "a/eval.csv" +++ /dev/null @@ -1,15849 +0,0 @@ -Text,Ground Truth,docugami/dfm-csl-large -"SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or",Accredited Investor Definition,Accredited Investor -"Increases limit for cost of bail bonds to $2,500, and for all reasonable expenses and loss of earnings to $500 per day",Bail Bond Limits Increase,Cost of Bail Bonds -"Vitals: Temp 35.9 Pulse 76 O2 98% RA RR 20 BP 159/111 - - General - NAD, sitting up in bed, well groomed and in nightgown Eyes - PERRLA, EOM intact ENT - Large swollen tounge and cheek on left side, tounge was large and obscured the view of the posterior oropharynx Neck - No noticeable or palpable swelling, redness or rash around throat or on face Lymph Nodes - No lymphadenopathy Cardiovascular - RRR no m/r/g, no JVD, no carotid bruits Lungs - Clear to auscltation, no use of acessory muscles, no crackles or wheezes. Skin - No rashes, skin warm and dry, no erythematous areas Breast - Psychiatry - - - Abdomen - Normal bowel sounds, abdomen soft and nontender Genito Urinary – Genital exam not performed since complaints not related. Rectal – Rectal exam not performed since no symptoms indicated blood loss. Extremeties - No edema, cyanosis or clubbing Musculo Skeletal - 5/5 strength, normal range of motion, no swollen or erythematous - - joints.",Vital Signs and Physical Exam,Neurological Exam Findings -"Crew Injuries: - - 1 Fatal - - Aircraft Damage: - - Substantial - - Passenger Injuries: - - N/A - - Aircraft Fire: - - Ground Injuries: - - N/A - - Aircraft Explosion: - - Total Injuries: - - 1 Fatal - - Latitude, Longitude:",Injury and Location Details,Accident Details -"Abdomen - Normal bowel sounds, abdomen soft and nontender Genito Urinary – Genital exam not performed since complaints not related. Rectal – Rectal exam not performed since no symptoms indicated blood loss. Extremeties - No edema, cyanosis or clubbing Musculo Skeletal - 5/5 strength, normal range of motion, no swollen or erythematous - - joints.",Abdominal and Musculoskeletal Exam,Treatment Plan -Vitals: Temp 35.9 Pulse 76 O2 98% RA RR 20 BP 159/111,Elevated Blood Pressure,Neurological Exam Findings -"If you prefer, you can call the following toll-free number: 1-866-000-0000. Or you can write to us at InsuranceA, Street1, City, State ZipCode.",Contact Information,Building Coverage Details -Additional Participating Persons:,Additional Participating Persons,Participating Persons -"14. Choice of Law. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of Washington and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court in Kirkland, Washington, and each party irrevocably submits to the jurisdiction and venue of such courts.",Governing Law,Choice of Law and Venue -"Data Compromise Coverage - - $ - - 124.00 - Response Expense 50,000 - - 2,500 2,500 - - - Defense and Liability 50,000",Data Compromise Coverage Costs,Data Compromise Coverage Details -"(c) that the Renewal Term shall be upon the same terms, covenants and conditions as in this lease provided, except that (i) there shall be no further option to extend this lease beyond the Renewal Term referred to above; (ii) the Demised Premises shall be delivered in its then “as is” condition; and (iii) the Rent to be paid by Tenant during the Renewal Term shall be as follows: The Rent for the first year of the subject Renewal Term shall be equal to the greater of (A) ninety-five (95%) percent of the Fair Market Minimum Annual Rent (as hereinafter defined), but in no event higher than one hundred ten (110%) percent of the Rent payable during the Lease Year immediately preceding the first day of the Renewal Term, and (B) one hundred three (103%) percent of the Rent payable during the Lease Year immediately preceding the first day of the Renewal Term. Thereafter, the Rent for each year of the Renewal Term shall be increased by three (3%) percent of the Rent payable for the prior year of the Renewal Term. As used herein, the term “Fair Market Minimum Annual Rent” shall mean the rate then being received by landlords when entering into new leases for comparable size space in comparable buildings for a comparable term in the vicinity of the Building.",Renewal Term Rent Increase,Renewal Term Rent Increase -"This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding its body of law controlling conflict of laws. This Agreement is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, and any attempted assignment without such consent will be void. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.",Governing Law & Assignment,Governing Law and Venue -"Tenant shall not knowingly use or occupy or permit the Premises to be used or occupied, nor do or permit anything to be done in or on the Premises, in any manner which in any way will violate any rules and regulations of governmental authorities, any certificate of occupancy affecting the Premises, or make void or voidable any insurance then in force with respect to the Premises. In the event that any governmental authority shall contend or declare by notice of violation or order, or otherwise, that the Premises are being used in a manner in violation of any law, rule or regulation or in violation of any certificate of occupancy, Tenant, within ten days after written notice shall discontinue such use of the Premises, and failure to discontinue such use shall constitute a material default by Tenant hereunder. The statement in this Lease of the nature of Tenant's business shall not be deemed or construed to constitute a representation or warranty by Landlord that such business may be conducted in the Premises or is lawful or permissible under any certificate of occupancy issued for the building.",Compliance with Laws,Compliance with Laws -"Tenant agrees that it shall not at any time, without first obtaining Landlord’s prior written consent, do any of the following:",No Unauthorized Actions,No Landlord Consent -"Notwithstanding any other provision hereof to the contrary notwithstanding, in no event may the Premises be used for any of the following purposes: - - - - (a) the sale, rental or use of amusement devices, pinball machines, electronic computer, card games, games of chance of any kind, or video type amusement machines, games or devices (such as Pacman); - - - - - - - - (b) pornographic movie theater or live ""sex show"" theater; - - - - - - - - (c) bowling alley; - - - - - - - - (d) billiard parlor or pool hall,; - - - - - - - - (e) funeral parlor; - - - - - - - - (f) massage parlor; - - - - - - - - (g) gasoline station; - - - - - - - - (h) sale or rental of pornographic literature (such as an ""Adult Book Store""); - - - - - - - - (i) the sale or rental of video tapes of X-Rated, R-Rated, PG-Rated, Not-rated or any kind of movies or ""pornographic"" movies; - - - - - - - - (j) flea market, bingo or other game hall or meeting room; - - - - - - - - (k) drug abuse treatment center; - - - - - - - - (l) methadone maintenance clinic or center; - - - - - - - - (m) the sale of paraphernalia used in connection with illicit drugs; - - - - - - - - (n) any games of chance or gambling, in any form (including, but not limited to horse racing, such as an OTB parlor, but excluding the sale of lottery tickets that are sponsored by federal, state, county or local authorities); - - - - - - - - (o) the sale of prescription drugs, cosmetics, health and beauty aid products and pharmaceutical products; - - - - - - - - (p) intentionally omitted; - - - - - - - - (q) discotheque, ballroom, or dance hall.",Prohibited Use,Permitted Use -"The Limits of Insurance, Coverage Period and Coverage Radius shown in the left column are included in the coverage form and apply unless a revised Limit of Insurance, Coverage Period, Coverage Radius or Not Covered is shown under the column on the right. The Limits of Insurance apply in any one occurrence unless otherwise stated.",Insurance Limits and Coverage,Insurance Coverage Details -"This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into and made effective as of 4/30/2019 between Docugami Inc., a Delaware corporation, whose address is 150 Lake Street South, Suite 221, Kirkland, Washington 98033, and Billi Seager, an individual, whose address is 55 Brooksby Village Way, Danvers MA 1923. - -The above named parties desire to engage in discussions regarding a potential agreement or other transaction between the parties (the “Purpose”). In connection with such discussions, it may be necessary for the parties to disclose to each other certain confidential information or materials to enable them to evaluate whether to enter into such agreement or transaction. - -In consideration of the foregoing, the parties agree as follows: - -1. Confidential Information. For purposes of this Agreement, “Confidential Information” means any information or materials disclosed by one party to the other party that: (i) if disclosed in writing or in the form of tangible materials, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary. - - - -2. Obligations and Restrictions. Each party agrees: (i) to maintain the other party's Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose except for the Purpose. Each party may disclose the other party’s Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose and for no other purpose; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other party’s Confidential Information as those set forth in this Agreement. - - - -3. Exceptions. The obligations and restrictions in Section 2 will not apply to any information or materials that: - - - -(i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving party; - - - -(ii) were rightfully known by the receiving party prior to receiving such information or materials from the disclosing party; - - - -(iii) are rightfully acquired by the receiving party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the disclosing party; or - - - -(iv) are independently developed by the receiving party without access to any Confidential Information of the disclosing party. - - - - - -4. Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a party from disclosing the other party’s Confidential Information to the extent required by any order, subpoena, law, statute or regulation; provided, that the party required to make such a disclosure uses reasonable efforts to give the other party reasonable advance notice of such required disclosure in order to enable the other party to prevent or limit such disclosure. - - - -5. Return of Confidential Information. Upon the completion or abandonment of the Purpose, and in any event upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies), and any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by or on behalf of the receiving party that contain or are based upon the disclosing party’s Confidential Information. - - - -6. No Obligations. Each party retains the right, in its sole discretion, to determine whether to disclose any Confidential Information to the other party. Neither party will be required to negotiate nor enter into any other agreements or arrangements with the other party, whether or not related to the Purpose. - - - -7. No License. All Confidential Information remains the sole and exclusive property of the disclosing party. Each party acknowledges and agrees that nothing in this Agreement will be construed as granting any rights to the receiving party, by license or otherwise, in or to any Confidential Information of the disclosing party, or any patent, copyright or other intellectual property or proprietary rights of the disclosing party, except as specified in this Agreement. - - - -8. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”. - - - -9. Term. This Agreement will remain in effect for a period of five (5) years from the date of last disclosure of Confidential Information by either party, at which time it will terminate. - - - -10. Equitable Relief. Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information may cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise. - - - -11. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding its body of law controlling conflict of laws. This Agreement is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, and any attempted assignment without such consent will be void. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.",Mutual Non-Disclosure Agreement,Confidentiality of Arbitration Agreement -"Tenant agrees that the conduct of its business and its use of the Premises and any equipment therein shall be in such a manner as: - - - - (a) Not to cause, create or permit any fumes, vapors, or odors or permit the same to escape from the demised Premises into any other portion of the Building or the outside of the Building; and - - - - - - - - (b) Not to constitute a public or private nuisance. - - - - - - If Tenant installs and/or utilizes cooking equipment on the Premises: - - - - (a) Tenant shall install, if not already in existence, a filtration and air purifying system as Landlord shall deem reasonably necessary or advisable to cause its operations to comply with the terms and conditions of this Lease and all provisions of law. If at any time after Tenant opens for business in the reasonable judgment of Landlord or any municipal authorities, it becomes necessary (notwithstanding the installation of a filtration (or air purifying system) to eliminate any fumes, vapors or odors from the Premises, as aforesaid, Tenant agrees, at its sole cost and expense, promptly to install - - - - - - - - such additional air purifying equipment as may be necessary to accomplish the purposes and intent of this Article. - - - - (b) Tenant, at its sole cost and expense, shall maintain and keep the flues, ducts, drains, wastepipes, sewers and connections with the Building's main sewers, in or appurtenant to the Premises, and/or leading from the Premises to the exterior of the Building, and/or located in the Basement of the Building (for the purposes of this subparagraph “b” referred to collectively as the ""drainpipes"") in good repair and free from all dirt, dust, grease and other obstructions pursuant to a maintenance contract which shall remain in full force and effect throughout the term hereof, and copies of all such maintenance contracts shall be furnished to Landlord; and Tenant, at its sole cost and expense, shall make any necessary replacements of said drainpipes defined above. Further, Tenant, at its sole cost and expense, shall install grease traps where necessary to keep the other elements of the drainpipes free from grease. Tenant, at its sole cost and expense, promptly shall repair any leaks in the drainpipes. Tenant, at its sole cost and expense, shall also repair, maintain and make any necessary replacements of the flues, ducts, drains, wastepipes, grease traps, sewers and connections with the Building's main sewers, no matter where located in or appurtenant to the Building, if any such repairs are made necessary due to the negligence of the Tenant or its agents or employees or Tenant's use of the Premises. - - - - - - (c) Tenant agrees promptly to cause the installation, if not already in existence, of an Ansul Restaurant Hood and Duct Fire Control System, or equal, at Tenant's sole cost, all as approved by the Board of Fire Underwriters and municipal authorities having jurisdiction thereover, and to maintain the same throughout the term of this Lease. - - - - - - Tenant, at its sole cost and expense, shall maintain and make all necessary repairs to, and any necessary replacement of, any grease trap and drain in the Premises; and Tenant, at its sole cost and expense, shall at all times keep any grease trap and drain in the Premises clean and free from blockages and backups. - - - - Tenant, at its sole cost and expense, shall install and maintain fire extinguishers and other fire protection devices as may be required from time to time, by any Requirements.",No Nuisance,Applicability of Filtration and Air Purifying -"(i) Conduct or permit any fire, bankruptcy, auction or “going out of business” sale (whether real or fictitious) in the Demised Premises, or utilize any unethical method of business operation;",Unethical Business Practices,Unethical Business Practices -"The additional rent provided for herein shall be collectible by Landlord in the same manner as the regular installments of fixed rent due under this Lease. Notwithstanding anything set forth elsewhere in this Article or elsewhere in this Lease, no delay or failure by Landlord in preparing or delivering any statement or demand for any additional rent, including but not limited to the statements and/or demands provided for in this Article, shall constitute a waiver of, or impair Landlord's rights to collect, such additional rent.",Additional Rent Collection,Additional Rent -"It is more likely that the etiology is kinin-related where angioedema results from generation of bradykinin and complement-derived mediators that increase vascular permeability since there is no urticaria or pruritis. The most likely cause is the Altace (ACEI) that the patient has been taking caused an increase in bradykinin since it decreases angiotensin 2 which degrades bradykinin. Bradykinin can then interact with vascular receptors increasing vasodilation, vascular permeability, increased cGMP and release of nitric oxide. This reaction occurs in .1-7% of patients treated with an ACEI and it typically involves the mouth, lips, tounge, larynx, pharynx and sublottic tissues. Half of these cases usually occur within a week of starting the ACEI but can occur years later. This is a class specific reaction not a drug specific and ARBs can cause the same reaction even though these drugs don’t effect the kinin metabolism. 50% of patients with angioedema due to an ARB also had an ACEI induced angioedema (Cicardi, M, Zingale, LC, Bergamschini L, Agostoni, A. Angioedema associated with agniotensin-converting enzyme inhibitor use: outcome after switching to a different treatment. Arch Intern Med 2004; 164:910). Deficiency of C1 inhibitor can cause angioedema since levels of complement are reduced and cause increased bradykinin. This can be due to lack of C1 INH or adequate amounts of nonfunctional C1 INH. Other causes of angioedema include aspirin and NSAIDs since inhibition of cox and enzyme pathyway increases formation of pro-inflammatory leukotrienes.",Diagnosis,Angioedema Explanation -"Subject to Section 5(b), during each Product Term set forth on the Product-specific exhibits to this agreement, CRD shall perform the customer credit research, billing, cash application, collections, and reporting services described in the Operating Guidelines in accordance with the policies and procedures set forth in such Operating Guidelines, as such policies and procedures may be supplemented or amended from time to time by CP with reasonable prior notice to CRD and with its prior approval (the “Financial Support Services”); provided that if CRD notifies CP in good faith that any such supplement or amendment will require any material modification to CRD’s procedures or requirements for providing the Services, then CP shall pay all unique costs resulting from that modification.",Financial Support Services,Financial Support Services -"Aircraft Make: - - Cirrus Design Corp. - - Registration: - - N141CD - - Model/Series: - - SR-20 - - Aircraft Category: - - Airplane - - Year of Manufacture: - - Amateur Built: - - No - - Airworthiness Certificate: - - Serial Number: - - Landing Gear Type: - - Seats: - - Date/Type of Last Inspection: - - Certified Max Gross Wt.: - - Time Since Last Inspection: - - Engines: - - Airframe Total Time: - - Engine Manufacturer: - - ELT: - - Engine Model/Series: - - Registered Owner: - - Rated Power: - - Operator: - - Operating Certificate(s) Held: - - None",Aircraft Details,Engine Details -"In granting its consent to any Tenant's Alterations as defined in this Article, Landlord may impose such reasonable conditions (including completion, payment, restoration and if Tenant's Alterations are reasonably expected to cost in excess of $25,000, a requirement that Tenant either post a bond to insure the completion of and payment for Tenant's Alterations or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free) as Landlord may reasonably require. In no event shall Landlord be required to consent to any Tenant's Alterations which would physically affect any part of the Building outside of the Premises or would adversely affect the proper functioning of the mechanical, electrical, sanitary or other service systems of the Building. At the time Tenant requests Landlord's written consent to Tenant’s Alterations, Tenant shall deliver to Landlord detailed plans and specifications therefor. Tenant shall pay to Landlord any reasonable fees or expenses in connection with Tenant's Alterations incurred by Landlord in connection with Landlord's submitting such plans and specifications, if it so chooses, to an architect or engineer selected by Landlord for review or examination. Tenant shall pay to Landlord the minimum sum of $750.00 to reimburse Landlord for the administrative costs of initial review and processing of proposed Tenant’s Alterations plans and specifications, in each instance; and if, in connection therewith, Landlord incurs expenses in excess of said $750.00 amount, then Tenant shall pay Landlord the amount of such excess fees as additional rent within ten (10) days of Landlord’s submission to Tenant of bills for same. Landlord's approval of any plans or specifications does not relieve Tenant from the responsibility for the legal sufficiency and technical competency thereof. Before commencement of any Tenant’s Alterations, (a) Tenant shall obtain the necessary consents, authorizations and licenses from all federal, state and/or municipal authorities having jurisdiction over such work, and (b) Tenant shall provide Landlord with a bond insuring Landlord against non-payment for any work to be performed by Tenant or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free. Notwithstanding the foregoing, solely in connection with Tenant’s Initial Alterations (defined below), Tenant shall not be required to pay Landlord or its designee for Landlord’s review of Tenant’s Initial Alterations plans or Landlord’s supervision, if any, or any other Landlord out-of-pocket cost of Tenant’s Initial Alterations or post a bond to insure the completion of and payment for Tenant's Alterations. “Initial Alterations” shall refer to the alterations made to the Premises by Tenant as part of, and as approved by Landlord as, Tenant’s initial build-out of the Premises prior to commencement of operations by Tenant. Landlord consents to Tenant’s Initial Alterations described on annexed Exhibit D. Tenant agrees to indemnify and save Landlord harmless from and against any and all bills for labor performed and equipment, fixtures and materials furnished to Tenant and applicable sales taxes thereon as required by New York law and from and against any and all liens, bills or claims therefor or against the Premises or the Building and from and against all losses, damages, costs, expenses, suits, and claims whatsoever in connection with Tenant’s Alterations.",Lien Exculpation,Lien Exculpation -"Chief Complaint: - - ""swelling of tongue and difficulty breathing and swallowing""",Chief Complaint,Complaint Description -"Causes of Loss – Broad Form Flood – aggregate in any one policy year, for all losses covered under the Causes of Loss – Broad Form Flood endorsement, commencing with the inception date of this policy: - - AGGREGATE LIMITS OF - - INSURANCE - - 01. Applies at the following Building(s) numbered: - - 07-13,18 - - $1,000,000 - - 02. Applies at the following Building(s) numbered: - - 02-06,14-15 - - $2,500,000 - - 03. Applies at the following Building(s) numbered: - - 16-17,19 - - $5,000,000 - - If more than one Annual Aggregate Limit applies in any one occurrence, the most we will pay is the highest involved Annual Aggregate Limit. The most we will pay during each annual period is the highest of the Annual Aggregate Limits shown. - - EXCESS OF LOSS LIMITATION APPLIES – See Causes of Loss – Broad Form Flood endorsement. - - Causes of Loss – Equipment Breakdown - - The insurance provided for loss or damage caused by or resulting from Equipment Breakdown is included in, and does not increase the Covered Property, Business Income, Extra Expense, and/or other coverage Limits of Insurance that otherwise apply under this Coverage Part. - - COVERAGE EXTENSION: - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Spoilage - - $25,000 - - LIMITATIONS: - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Ammonia Contamination - - $25,000 - - Hazardous Substance - - $25,000",Flood and Equipment Breakdown Limits,Flood and Equipment Breakdown Limits -"1. Confidential Information. For purposes of this Agreement, “Confidential Information” means any information or materials disclosed by one party to the other party that: (i) if disclosed in writing or in the form of tangible materials, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary. - - - -2. Obligations and Restrictions. Each party agrees: (i) to maintain the other party's Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose except for the Purpose. Each party may disclose the other party’s Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose and for no other purpose; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other party’s Confidential Information as those set forth in this Agreement. - - - -3. Exceptions. The obligations and restrictions in Section 2 will not apply to any information or materials that: - - - -(i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving party; - - - -(ii) were rightfully known by the receiving party prior to receiving such information or materials from the disclosing party; - - - -(iii) are rightfully acquired by the receiving party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the disclosing party; - - - - - -4. Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a party from disclosing the other party’s Confidential Information to the extent required by any order, subpoena, law, statute or regulation; provided, that the party required to make such a disclosure uses reasonable efforts to give the other party reasonable advance notice of such required disclosure in order to enable the other party to prevent or limit such disclosure. - - - -5. Return of Confidential Information. Upon the completion or abandonment of the Purpose, and in any event upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies), and any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by or on behalf of the receiving party that contain or are based upon the disclosing party’s Confidential Information. - - - -6. No Obligations. Each party retains the right to determine whether to disclose any Confidential Information to the other party. - - - -7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”. - - - -8. Term. This Agreement will remain in effect for a period of seven (7) years from the date of last disclosure of Confidential Information by either party, at which time it will terminate. - - - -9. Equitable Relief. Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information may cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise. - - - -10. Non-compete. To the maximum extent permitted by applicable law, during the Term of this Agreement and for a period of one (1) year thereafter, Caleb Divine may not market software products or do business that directly or indirectly competes with Docugami software products. - - - -11. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding its body of law controlling conflict of laws. This Agreement is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, and any attempted assignment without such consent will be void. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.",Confidentiality Obligations,Confidentiality Obligations -are rightfully acquired by the receiving party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the disclosing party;,Legally Acquired Information,No Obligation to Restore -"Valuation provision - - Replacement cost (subject to limitations) applies to most types of covered property (See Valuation Loss Condition).",Replacement Cost Valuation,Valuation Loss Condition -were rightfully known by the receiving party prior to receiving such information or materials from the disclosing party;,Pre-Existing Knowledge,Unauthorized Use -treating asthma Diltiazem 300 mg qhs – Ca channel blocker used to control hypertension Simvistatin (Zocor) 20 mg qhs- HMGCo Reductase inhibitor for hypercholesterolemia Ramipril (Altace) 10 mg BID – ACEI for hypertension and diabetes for renal protective,Medication Treatment Plan,Exclusion Criteria -"DESCRIPTION - - FORM NUMBER - - NUCLEAR ENERGY LIABILITY EXCLUSION - - IL 00 21 09 08 - - TEXAS CHANGES - DUTIES - - IL 01 68 03 12 - - TX CHGES - CANCEL & NONREN PROVS PKG POL - - IL F0 19 11 18 - - COMMON DEC - - IL T0 02 11 89 - - LOCATION SCHEDULE - - IL T0 03 04 96 - - POLICY JACKET - EXECUTION CLAUSE - - IL T0 15 01 04 - - COMMON POLICY CONDITIONS-DELUXE - - IL T3 18 05 11 - - FED TERRORISM RISK INS ACT DISCLOSURE - - IL T3 68 01 21 - - AMNDT COMMON POLICY COND-PROHIBITED COVG - - IL T4 12 03 15 - - CAP ON LOSSES FROM CERT ACTS OF TERRORIS - - IL T4 14 01 21 - - ADDITIONAL BENEFITS - - IL T4 27 06 19 - - PROTECTION OF PROPERTY - - IL T4 40 10 20 - - NAMED INSURED ENDORSEMENT - - IL T8 00 01 00 - - NOTICE-INFORMATION OR COMPLAINTS-TEXAS - - PN T0 22 12 19 - - FLOOD POLICYHOLDER NOTICE - - PN T0 53 12 13 - - LOSS CONTROL SERVICES (TEXAS) - - PN T2 27 06 19 - - NOTICE INDEPENDENT AGENT AND BROKER COMP - - PN T4 54 01 08 - - IMP NOTICE-PERIOD TO FILE CLAIM-TX CAT - - PN T9 70 03 13 - - IMPT NOTICE - FLOOD - TX - - PN U3 53 06 19 - - COVERAGE - - POLICY NUMBER - - COMMISSION - - DELUXE - - 630-001 - - 17.50 % - - GENERAL LIABILITY - - 630-001 - - 17.50 % - - EMPLOYEE BENEFITS LIABILITY - - 630-001 - - 17.50 % - - AUTO - - BA-0N547714 - - 17.50 % - - UMBRELLA - - CUP-001 - - 10.00 %",Insurance Forms and Endorsements,Insurance Forms and Endorsements -"7. Payment. In exchange for Company’s Services under this Agreement, the Client shall pay Company the contract price and deposit set forth above. Company will submit a final invoice to Client for all services rendered by the Services Completion Date and Client shall promptly pay. Client is restricted from using any form of the Deliverable until final payment is received. Client shall pay travel and other expenses incurred by Company in performing the Services. In the event of a good faith dispute with regard to an item appearing on an invoice, Company shall have the right to withhold the Deliverable while the parties attempt to resolve the disputes.",Payment Terms & Conditions,Payment Terms & Conditions -"Plan: - - ++Swollen tongue: - - • Give patient corticosteroid to decrease inflammation and to protect against relapse after initial improvement. 4 days of Dexamethasone 10 mg IV tid. - - • Give patient antihistamine to block inflammation as well. 4 days of Diphenhydramine 25 mg bid. - - • ENT consult to rule out abscess or foreign object - - • Check C1 and C4 levels that would be decreased if the patient had C1 inhibitory complement deficiency - - • TSH level to check for hypo/hyper thyroid - - • Hold all oral home meds and keep patient NPO until airway swelling is reduced and patient can swallow easily - - ++Asthma/COPD - - • continue albuterol and ipratropium nebs prn - - • resume theophylline when patient can take oral meds - - ++DM - - • Not on oral home meds - - • Patient is on corticosteroids that increase blood glucose levels, so put patient on sliding scale normal insulin to adjust for high sugars - - • Resume neurontin for neuropathy when oral meds can be taken - - ++HTN - - • Continue patient’s BP control with Diltiazem drip 5mg/hour - - • HOLD altace (ACEI) that is most likely the cause of angioedema - - • Consider an alternative HTN medication to replace the ACEI. Can’t use a HCTZ because of sulfa allergy. Also has asthma/COPD picture so beta blocker may not work well either. - - ++CAD s/p PCI in 1999 - - - Resume simvastatin and aspirin when patient is able to take oral meds - - ++GERD - - - famotidine when oral meds are resumed",Swollen Tongue Treatment Plan,Study Plan -"We have not authorized anyone to provide any information or to make any representations other than those contained in this Pricing Supplement and the Offering Circular. Neither this Pricing Supplement nor the Offering Circular constitutes an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. Neither the delivery of this Pricing Supplement or the Offering Circular, nor any sale made hereunder or thereunder, shall, under any circumstances, create any implication that there has been no change in the affairs of The Goldman Sachs Group, Inc. since the date hereof or thereof or that the information contained herein or therein is correct as of any time subsequent to its date. - - Neither the U.S. Securities and Exchange Commission (the “SEC”) nor the regulatory authority of any other jurisdiction has passed upon the accuracy or adequacy of this Pricing Supplement or the Offering Circular. - - S-4 - - Any person making the decision to acquire the notes shall be deemed, on behalf of itself and the holder, by acquiring and holding the notes or exercising any rights related thereto, to represent that: - - (i) the funds that the holder is using to acquire the notes are not the assets of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan described in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), a governmental plan subject to any federal, state or local law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, or an entity whose underlying assets include “plan assets” by reason of Department of Labor regulation section 2510.3-101, as modified by Section 3(42) of ERISA, or otherwise; or - - (ii)(A) the holder will receive no less and pay no more than “adequate consideration” (within the meaning of Section 408(B)(17) of ERISA and Section 4975(f)(10) of the Code) in connection with the purchase and holding of the notes; (B) none of the purchase, holding or disposition of the notes or the exercise of any rights related to the notes will result in a non- exempt prohibited transaction under ERISA or the Code (or with respect to a governmental plan, under any similar applicable law or regulation); and (C) neither The Goldman Sachs Group, Inc. nor any of its affiliates is a “fiduciary” (within the meaning of Section 3(21) of ERISA (or any regulations thereunder) or, with respect to a governmental plan, under any similar applicable law or regulation) with respect to the purchaser or holder in connection with such person’s acquisition, disposition or holding of the notes, or as a result of any exercise by The Goldman Sachs Group, Inc. or any of its affiliates of any rights in connection with the notes, and no advice provided by The Goldman Sachs Group, Inc. or any of its affiliates has formed a primary basis for any investment decision by or on behalf of such purchaser or holder in connection with the notes and the transactions contemplated with respect to the notes. - - ADDITIONAL INVESTMENT CONSIDERATIONS SPECIFIC TO YOUR NOTE - - Assuming No Changes in Market Conditions and Other Relevant Factors, the Value of Your Note on the Date of This Pricing Supplement (As Determined by Reference to Pricing Models Used by Goldman Sachs) May Be Significantly Less than the Original Issue Price - - The value or quoted price of your note at any time will reflect many factors and cannot be predicted. If Goldman Sachs makes a market in the notes, the price quoted by us or our affiliates for your note would reflect any changes in market conditions and other relevant factors, including a deterioration in our creditworthiness or perceived creditworthiness whether measured by our credit ratings or other credit measures. These changes may adversely affect the market price of your notes, including the price you may receive for your notes in any market making transaction. In addition, even if our creditworthiness does not decline, the value of your note on the trade date may be significantly less than the original price taking into account our credit spreads on that date. The quoted price could be higher or lower than the original issue price, and may be higher or lower than the value of your note as determined by reference to pricing models used by Goldman Sachs. - - If at any time a third party dealer quotes a price to purchase your note or otherwise values your note, that price may be significantly different (higher or lower) than any price quoted by Goldman Sachs. See “Risk Factors — Considerations Relating to Notes Generally — The Market Price of Any Notes We May Issue May Be Influenced by Many Unpredictable Factors and If You Buy a Note and Sell It Prior to the Stated Maturity Date, You May Receive Less Than the Face Amount of Your Note” in the Offering Circular. - - Furthermore, if you sell your note, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount. There is no assurance that Goldman Sachs or any other party will be willing to purchase your note, and in this regard Goldman Sachs is not obligated to make a market in your note. See “Risk Factors—Considerations Relating to Notes Generally—Any Notes We May Issue May Not Have an Active Trading Market” in the Offering Circular. - - The Market Price of the Notes May Be - - Influenced by Many Unpredictable Factors and If You Sell Your Note Prior to the Stated Maturity Date, You May Receive Less Than the Accreted Value of Your Note - - The following factors, most of which are beyond our control, will influence the market price of the notes: - -  economic, military, financial, regulatory, political, terrorist and other events that affect securities generally; - -  interest and yield rates in the market; - -  the time remaining until a note matures; and - -  our creditworthiness. As a result of these and other factors, if you sell your note prior to maturity, you may receive less than the accreted value of your note. Moreover, these factors interrelate in complex ways, and the effect of one factor may offset or enhance the effect of another factor. - - The Notes May Not Have an Active Trading Market - - We have appointed KGI Securities Co. Ltd., and KGI Securities Co. Ltd. has agreed to act, as the liquidity provider for providing quotations in respect of the notes listed on the TPEx in accordance with Article 24-1 of the TPEx Rules and the relevant regulations. - - Neither we, nor any of our affiliates, have any obligation to make a market in the notes. Even if a secondary market for the notes develops, it may not provide significant liquidity. The transaction costs in any such secondary market may be high. As a result, the difference between bid and asked prices for the note in any secondary market could be substantial. - - Listing of the Notes on TPEx - - Application will be made for the listing of the notes on the TPEx. No assurance can be given as to whether the notes will be, or will remain, - - listed on the TPEx. If the notes fail to or cease to be listed on the TPEx, certain investors may not invest in, or continue to hold or invest in, the notes. - - We Have the Right to Redeem Your Note at Our Option - - On each early redemption date listed above, we will have the option to redeem your notes at a price equal to the product of (i) the face amount outstanding on such early redemption date, multiplied by (ii) the relevant early - - S-7 redemption amount listed above which corresponds to such early redemption date, by notice to Euroclear Bank SA/NV and Clearstream Banking, société anonyme, no fewer than five (5) business days prior to the relevant early redemption date. Even if we do not exercise this option, our ability to do so may adversely affect the value of your notes. - - ADDITIONAL INFORMATION ABOUT THE PLAN OF DISTRIBUTION",Distribution Plan,Legal Restrictions -"Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.",Warranty Disclaimer,Warranty Disclaimer -"No assignment of this Lease or acceptance of rent by Landlord from any assignee or other party shall discharge or release Tenant or any person, firm, or corporation which previously assumed Tenant's obligations hereunder, and Tenant and such persons, firms and corporations shall remain liable for the payment of rent due and to become due under this Lease and for the performance and observance of all of the terms, covenants and conditions of this Lease on the part of Tenant to be observed or performed for the balance of the term of this Lease as if no assignment has been effected. If this Lease is assigned, whether or not in violation of this Article, Landlord may collect rent from the assignee. If the demised Premises or any part thereof are sublet or occupied by anybody other than Tenant, Landlord, after any default by Tenant, may collect rent from the subtenant or occupant, and apply the net amount collected to the rent due hereunder. Such collection of rent by Landlord shall not be deemed or construed as a waiver of the provisions hereof, the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance and observance by Tenant of the terms, covenants and conditions of this Lease.",Tenant Liability for Rent,Assignment and Subletting -Add Clonidine 0.1 mg po q4hr prn SBP > 180 for increased coverage.,Prescription Order,Clonidine Administration -"Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection.",Compliance with Laws,Statute Compliance -"Tenant acknowledges that Landlord shall have no obligation to provide any security services for the Premises or the Building. Tenant acknowledges that it has been advised that the Building is designated a Landmark and is subject to review of the Landmarks Preservation Commission. - - - - Tenant shall not use any elevator of the building for any purpose whatsoever.","Landmark Preservation, No Elevator Use",Building Security -"The provisions of this rider are hereby incorporated into and made a part of the Lease dated as of October 15, 2021 between BIRCH STREET, LLC, having an address at c/o Birch Palace, 6 Grace Avenue Suite 200, Great Neck, New York 11021 (""Landlord""), and Trutone Lane LLC, having an address at 4 Pearl Street, New York, New York 10012 (""Tenant"") of Premises known as the ground floor space and lower level space, as per floor plan annexed hereto and made a part hereof as Exhibit A (“Premises”) at 4 Pearl Street, New York, New York 10012 in the City of New York, Borough of Manhattan, to which this rider is annexed. If there is any conflict between the provisions of this rider and the remainder of this Lease, the provisions of this rider shall govern. - - - -40. Rent - - - - - - Tenant covenants to pay to Landlord as a net minimum rent (the ""fixed rent"") during the term of this Lease for the Premises as follows:",Fixed Rent Payment,Fixed Rent -"The Landlord's consent to an assignment, encumbering, transfer or subletting shall not be deemed or construed as a consent to any further assignment, encumbering, transfer or subletting, or a waiver of this provision of this Article. A modification, amendment or extension or a sublease shall be deemed a new subletting for purposes of the prohibitions contained in this Article. Any person or representative of Tenant to whom Tenant's interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article.",No Further Assignment,Assignment Restrictions -"It is the agent’s or broker’s responsibility to comply with any applicable laws regarding disclosure to the policyholder of commission or other compensation we pay, if any, in connection with this policy or program.",Agent/Broker Compensation Disclosure,Applicability of Law -"1. To evaluate the effect of injection-to-meal timings (immediately before the start of meal, and 20 minutes following the start of the meal) on the GD response to LY900014 compared to Humalog, as measured by the MMTT",MMTT Evaluation,Study Objectives -"More than one copy of this Agreement may be executed by the parties hereto. Each such - - executed copy shall have the full force and effect of an original executed instrument.",Multiple Copies,Execution -EXCL-VIOLATION OF CONSUMER FIN PROT LAWS,Violation of Consumer Financial Protection Laws,Consumer Financial Protection Violation -"14. Equitable Relief. Licensee acknowledges that any breach by it of any of the terms of this Agreement is likely to result in irreparable harm or damage to Licensor and that, in the event of such breach, in addition to any and all remedies at law, Licensor shall have the right to obtain an injunction, specific performance or other equitable relief to prevent the continuous violation of the terms of this Agreement.",Equitable Relief,Equitable Relief -"Other possibilities in the differential of causes of swelling include cellulitis, autoimmune conditions including SLE, polymyositis, dermatomyositis and sjorgren’s syndrome. Hypothyroidism can cuase puffiness of face and lips, hyperthyroidism can cause an infiltrative dermopathy, superior vena cava syndrome and tumors can cause venous engorgement and swelling. It is not likely one of these etiologies since the patient is on an ACEI and the swelling is restricted only to her tongue and throat typical of ACEI angioedema.",Diagnosis,Cause of Swelling -"Rating Basis: - - Rating Basis is Based on 100% Values for Blanket Locations plus Scheduled Locations Limits plus Time Element Limits. - - Total Rating Basis: - - $132,477,622 - - Building Rate: - - 0.492 - - Business Personal Property Rate: - - 0.328 - - Time Element Rate: - - 0.215 - - Premium for Policy Period: - - $634,829",Insurance Premium Calculation,Insurance Coverage Options -"Hyperlipidemia: Currently not taking Zocor for elevated lipids. Previously not at goal of LDL < 100 as indicated in PMHx. - - a. Will order fasting lipid panel to assess status of hyperlipidemia. - - b. Will restart Zocor 40 mg po qHS.",Treatment for Hyperlipidemia,Hyperlipidemia Management -"Insurance applies on a BLANKET basis only to a coverage or type of property for which a Limit of Insurance is shown below, and then only at the premises locations for which a value for such coverage or property is shown on the Statement of Values dated 6/24/2021 , or subsequently reported to and insured by us. For Insurance that applies to a specific premises location see Deluxe Property Coverage Part Schedule - Specific Limits",Blanket Property Coverage,Insurance Applies on a Blanket Basis -THE INSURANCEA INDEMNITY COMPANY OF AMERICA,Insurance Company Name,Insurance Company -the parties hereto have executed this Mutual Non-Disclosure Agreement by their duly authorized officers or representatives as of the date first set forth above.,Execution Date,Execution Date -"Tenant hereby waives any and all rights of recovery against Landlord, its officers, members, agents, and employees, occurring on or arising out of the use and occupation of the Premises or the building to the extent such loss or damage is covered by proceeds received from insurance required under this Lease to be carried. This waiver of subrogation provision shall be limited to loss or damage to the property of Landlord and Tenant and bodily injury to employees, officers, agents of each party and any other injured member of the public. Tenant shall indemnify Landlord against any loss or expense, including reasonable attorneys’ fees, resulting from the failure to obtain such waiver. This waiver shall be in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with respect to any loss of, or damage to, property of the parties hereto or bodily injury to either party or to members of the public. Inasmuch as the above waiver will preclude the assignment of any aforesaid claim by way of subrogation to an insurance company, Tenant agrees immediately to give to each insurance company providing a policy described in this Article, written notice of the terms of said waiver, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverages by reason of said waiver.",Waiver of Subrogation,Insurance and Indemnification -"On behalf of INSA LLC and The InsuranceA Indemnity Company and its Affiliates*, we appreciate the opportunity to provide NO1 REAL ESTATE INC. with the ollowing policy proposal.",Insurance Proposal,Policy Proposal -"Quick, Inc. - - Digital Memories Corporation, Inc. - - Signature: - - Signature: - - acelin",Signatures,Signature and Authorization -"Rating Basis is Based on 100% Values for Blanket Locations plus Scheduled Locations Limits plus Time Element Limits. - - Total Rating Basis: - - $132,477,622 - - Building Rate: - - 0.492 - - Business Personal Property Rate: - - 0.328 - - Time Element Rate: - - 0.215 - - Premium for Policy Period: - - $634,829",Insurance Premium Calculation,Insurance Coverage Options -"investor having its own account with Euroclear or Clearstream, Luxembourg, the distributions of principal and/or interest for the notes to such holders will be made to its own account with Euroclear or Clearstream, Luxembourg.",Payment Distribution,No Redemption or Exchange -"Tenant shall obey and observe (and compel its officers, employees, contractors, licensees, invitees, subtenants, concessionaires and all others doing business with it, to obey and observe) all rules and regulations, whether currently in existence or hereafter reasonably established (provided such future rules and regulations are not inconsistent with the terms of this lease) by Landlord from time to time for the conduct of tenants of and visitors to the Building and/or for the welfare of the Building. Landlord agrees not to enforce rules and regulations in a manner which discriminates against Tenant.",Rules and Regulations,No Discrimination -"(a) Not to cause, create or permit any fumes, vapors, or odors or permit the same to escape from the demised Premises into any other portion of the Building or the outside of the Building; and",No Fumes,No Fumes or Odors -Rating Basis is Based on 100% Values for Blanket Locations plus Scheduled Locations Limits plus Time Element Limits.,Rating Basis Calculation,Rating Basis -as subsequent updates for the duration of the business relationship.,Updates,Cost Adjustment & Use of Products -"Tenant, at its expense, shall cause any Tenant’s Alterations consented to by Landlord to be performed in compliance with all applicable requirements of insurance bodies having jurisdiction and in such manner as not to interfere with, delay or impose any additional expense upon the Landlord in the maintenance or operation of the Building.",Tenant's Alterations,Tenant's Alterations -Coinsurance does not apply to Blanket Coverages shown above.,No Coinsurance for Blanket Coverages,Coinsurance Coverage -"Unless otherwise specified in the applicable pricing supplement, we will make all payments on the notes without deducting U.S. withholding taxes, unless we are required by law to do so and, if we are required by law to deduct U.S. withholding taxes, we will not pay additional amounts on those payments unless the applicable pricing supplement provide for the gross-up of any payments due on the notes and only under certain circumstances as described below under “Description of the Program — Payment of Additional Amounts.”",U.S. Withholding Taxes,Tax Payments -"(f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.",Excess Liability Coverage,Excess Liability Coverage -• ENT consult to rule out abscess or foreign object,ENT Consultation,ENT Consult -Tenant shall not use any elevator of the building for any purpose whatsoever.,No Elevator Use,No Elevator Use -Undamaged Parts of Stock in Process,Undamaged Parts of Stock in Process,Undamaged Parts of Stock in Process -"42E. Continuous Operation - - - - Throughout the term of this Lease (except for holidays), Tenant shall conduct its business in the entire Premises with due diligence and without interruption during normal business, a failure of which shall constitute a material default under this Lease. - - - - Except as provided in the first paragraph of this Article, Tenant shall conduct and operate Tenant's business in the Premises without closing for more than 30 consecutive days during the term of this Lease, and the failure to do so shall constitute a material default by Tenant hereunder.",Continuous Business Operation,No Landlord Obligation -"The information contained in this protocol is confidential and is intended for the use of clinical investigators. It is the property of Eli Lilly and Company or its subsidiaries and should not be copied by or distributed to persons not involved in the clinical investigation of LY900014, unless such persons are bound by a confidentiality agreement with Eli Lilly and Company or its subsidiaries.",Confidentiality Agreement,Study Objectives -COMMERCIAL GENERAL LIABILITY COV FORM,Commercial Liability Form,Commercial General Liability Coverage Form -Accepted and agreed to as of the SOW Effective Date by the authorized representative of each party.,Acceptance & Agreement,SOW Effective Date -"Automobile - - Policy Number - - BA-001 - - Effective - - 05/29/2021 – 05/29/2022 - - Insuring Company - - THE INSURANCEA INDEMNITY COMPANY OF AMERICA",Automobile Policy Details,Automobile Coverage Details -"The fixed rent shall be payable in advance on the first day of each calendar month commencing five months following the Commencement Date (the “Rent Commencement Date’) . Provided Tenant is not in default under any term of this Lease Tenant shall receive a rent credit for (i)) one-half of the monthly fixed rent due ($13,000.00) for the sixth month following the Commencement Date; (ii) one- half of the monthly fixed rent due ($13,000.00) for the seventh month following the Commencement Date; - - (iii) one-half of the monthly fixed rent due ($13,000.00) for the eighteenth month following the Commencement Date; and (iv) one-half of the monthly fixed rent due ($13,000.00) for the nineteenth month following the Commencement Date.",Rent Credit Schedule,Fixed Rent Credit -"discotheque, ballroom, or dance hall.",Use Restriction,Dance Venue -"PREM - - BUILDING - - DESCRIPTION OF COVERAGE OR PROPERTY - - LIMITS OF INSURANCE - - 3 - - 3 - - Buildings - - $10,605,715 - - 3 - - 4 - - Buildings - - $1,500,000 - - 4 - - 5 - - Your Business Personal Property - - $25,000 - - 9 - - 14 - - Your Business Personal Property - - $100,000 - - 10 - - 16 - - Your Business Personal Property - - $25,000 - - 12 - - 18 - - Your Business Personal Property - - $25,000 - - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - TX - - 5/7 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 95,583 - - 52.752 - - $5,042 - - TX - - 6/8 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 93,311 - - 52.752 - - $4,922 - - TX - - 6/9 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 22,445 - - 18.168 - - $408 - - TX - - 7/10 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 70,000 - - 52.752 - - $3,693 - - TX - - 8/11 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 1,447 - - 52.752 - - $76 - - TX - - 8/12 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 134,524 - - 18.168 - - $2,444 - - TX - - 8/13 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 138,000 - - 52.752 - - $7,280 - - TX - - 9/14 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 122,000 - - 52.752 - - $6,436 - - TX - - 9/15 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 100,400 - - 18.168 - - $1,824 - - TX - - 10/16 - - 61217 - - BUILDINGS OR PREMISES - - - Prem/Ops. - - 83,940 - - 43.485 - - $3,650",Property Insurance Coverage,Building and Premises Coverage Details -"Commercial Property Program - - Policy Number - - Y-630-001 - - Effective - - 05/29/2021 – 05/29/2022 - - Insuring Company - - THE INSURANCEA INDEMNITY COMPANY - - Automobile - - Policy Number - - BA-001 - - Effective - - 05/29/2021 – 05/29/2022 - - Insuring Company - - THE INSURANCEA INDEMNITY COMPANY OF AMERICA - - Umbrella - - Policy Number - - CUP-001 - - Policy Term - - 05/29/2021 – 05/29/2022 - - Insuring Company - - INSURANCEA PROPERTY CASUALTY COMPANY OF AMERICA - - Locations schedule",Commercial Property Program Details,Locations Schedule -"The use, nature, business, activities, or reputation in the business community of the proposed transferee will not cause physical harm to the Project or harm to the reputation of the Project that would result in an impairment of Landlord's ability to lease space in the Project or a diminution in the rental value of space in the Project.",Transfer Restrictions,No Solicitation -(b) that Tenant shall notify Landlord in writing that Tenant intends to exercise such option no later than the date that is twelve (12) months prior to the Expiration Date; and,Exercise Option Notice,Transfer Restrictions -"No License. All Confidential Information remains the sole and exclusive property of the disclosing party. Each party acknowledges and agrees that nothing in this Agreement will be construed as granting any rights to the receiving party, by license or otherwise, in or to any Confidential Information of the disclosing party, or any patent, copyright or other intellectual property or proprietary rights of the disclosing party, except as specified in this Agreement.",No License to Confidential Information,No License -"Deductibles: By Earthquake - - PERCENTAGE",Earthquake Deductibles,earthquake Coverage Details -"$250 - - Employee Benefits Liability(Claims Made Coverage) - - $300 - - Aggregate Limit - - $2,000,000 - - Each Employee Limit - - $1,000,000 - - Deductible - - NONE - - Retroactive date: - - 5/29/2016",Employee Benefits Liability Coverage,Employee Benefits Liability Coverage Details -AMEND CONTRAC LIAB EXCL-EXC TO NAMED INS,Amendment of Contractual Liability Exclusion for Named,Modification and Authorization -"COVERAGE - - POLICY NUMBER - - COMMISSION - - DELUXE - - 630-001 - - 17.50 % - - GENERAL LIABILITY - - 630-001 - - 17.50 % - - EMPLOYEE BENEFITS LIABILITY - - 630-001 - - 17.50 % - - AUTO - - BA-0N547714 - - 17.50 % - - UMBRELLA - - CUP-001 - - 10.00 %",Insurance Policy Details,Coverage Options -"inhalation of decomposition products in a fire, symptoms may be delayed. The exposed person may need to be kept under medical surveillance for 48 hours.",Delayed Symptoms,Health Effects -"owners of beneficial interests in the notes will not be entitled to have the notes registered in their names, will not be entitled to receive physical delivery of the notes in definitive form except in limited circumstances and will not be considered the owners or holders of the notes under the fiscal agency agreement governing the notes.",Beneficial Interests in Notes,Taxation Rules -"If Tenant shall receive notice of any violation of, or defaults under, any Requirements, liens or other encumbrances applicable to the Premises, Tenant shall give prompt notice thereof to Landlord.",Notification Requirements,Notification Requirements -Wreckage and Impact Information,Wreckage and Impact Information,Wreckage Impact Info -"ADD'L INSURED-MORTGAGEE,ASSIGNEE,",Coverage Options,Coverage Options -Continue patient’s BP control with Diltiazem drip 5mg/hour,Treatment Plan,Blood Pressure Control -"Tenant expressly recognizes that Tenant’s due and punctual performance of all of its obligations under this Lease throughout the term thereof is of paramount importance to Landlord and, without limiting the provisions of Article 17, Tenant agrees that, if Tenant shall default (a) in the timely payment of fixed rent or additional rent and such default shall continue beyond the 10 day grace period and repeated in two consecutive months or for a total of four months in any period of twelve consecutive months, or (b) in the timely performance, beyond any applicable cure period, of any other obligations of Tenant under this Lease and such default shall occur more than two (2) times in any period of twelve months, then s, any further similar default shall be deemed to be deliberate and Landlord thereafter may either (i) serve a three (3) day notice of cancellation of this Lease as and with the - - effects provided in subparagraph (1) of Article 17 or (ii) by notice to Tenant, increase the amount of security deposit required under the Lease so that Tenant shall provide three (3) additional month’s rent at the then current rate.",Deliberate Default Penalty,Security Deposit -"Confidential Information. For purposes of this Agreement, “Confidential Information” means any information or materials disclosed by one party to the other party that: (i) if disclosed in writing or in the form of tangible materials, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary.",Confidential Information Definition,Confidentiality of Arbitration -"Causes of Loss – Earthquake – aggregate in any one policy year, for all losses covered under the Causes of Loss – Earthquake endorsement, commencing with the inception date of this policy: - - AGGREGATE LIMITS OF - - INSURANCE - - 01. Applies at the following Building(s) numbered: - - 02-19 - - $5,000,000",Earthquake Aggregate Limit,Building Coverage Options -"Except to the extent otherwise permitted or required in this lease, Tenant shall not place any equipment of any kind on the roof of the Building and shall maintain at Tenant’s sole cost and expense the ventilation system and all its components servicing the Premises",No Roof Equipment,No Equipment on Roof -"Nothing in this Agreement will be deemed to restrict a party from disclosing the other party’s Confidential Information to the extent required by any order, subpoena, law, statute or regulation; provided, that the party required to make such a disclosure uses reasonable efforts to give the other party reasonable advance notice of such required disclosure in order to enable the other party to prevent or limit such disclosure.",Required Disclosure Exceptions,Confidentiality of Arbitration -"43. Basement Space - - - - Subject to the terms and conditions contained elsewhere in this Lease, Tenant may use the area of the basement of the building, shown in Exhibit A annexed hereto, solely for purposes of allowed under the existing Temporary Certificate of Occupancy annexed as Exhibit Band for no other purpose.Landlord represents that basement area shown on Exhibit A is “eating and drinking establishment.” - - - - Subject to the terms and conditions contained elsewhere in this Lease, Tenant’s use of the basement shall not, in any way, block Landlord's use of same, or interfere with any machinery or equipment in the basement. Tenant agrees that its use of the basement shall be in accordance with reasonable rules and regulations to be established by Landlord. - - - - Tenant shall permit access through the Premises to the basement space for the Landlord and representatives of Con Edison and other utility or service providers as reasonably required during business hours and with 24 hour notice, where reasonably possible, to Tenant for any access other than meter reading. - - - - Tenant shall not block or place any obstructions in front of and/or within three feet of the building’s electric panel, meters, and shut-off switches. - - - - - -44. Signs And Exterior Appearance - - - - Tenant agrees that all signs, awnings, protective gates, security devices and other installations visible from the exterior of the Premises shall be subject to Landlord's prior written approval, shall be subject to the prior approval of the Landmarks Preservation Commission of the City of New York, if required, and shall not interfere with or block either of the adjacent stores, provided, however, that Landlord shall not unreasonably withhold consent for signs that Tenant desires to install. Tenant agrees that any permitted signs, awnings, protective gates, security devices, and other installations shall be installed at Tenant’s sole cost and expense professionally prepared and dignified and subject to Landlord's prior written approval, which shall not be unreasonably withheld, delayed or conditioned, and subject to such reasonable rules and restrictions as Landlord from time to time may impose. Tenant shall submit to Landlord drawings of the proposed signs and other installations, showing the size, color, illumination and general appearance thereof, together with a statement of the manner in which the same are to be affixed to the Premises. Tenant shall not commence the installation of the proposed signs and other installations unless and until Landlord shall have approved the same in writing. . Tenant shall not install any neon sign. The aforesaid signs shall be used solely for the purpose of identifying Tenant's business. No changes shall be made in the signs and other installations without first obtaining Landlord's prior written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant shall, at its own cost and expense, obtain and exhibit to Landlord such permits or certificates of approval as Tenant may be required to obtain from any and all City, State and other authorities having jurisdiction covering the erection, installation, maintenance or use of said signs or other installations, and Tenant shall maintain the said signs and other installations together with any appurtenances thereto in good order and - - - - - - condition and to the satisfaction of the Landlord and in accordance with any and all orders, regulations, requirements and rules of any public authorities having jurisdiction thereover. Landlord consents to Tenant’s Initial Signage described in annexed Exhibit D. - - - - Upon the expiration or termination of the term of this Lease, the Tenant shall remove all signs and other installations installed by Tenant, if any, at its sole cost and expense and shall, at its sole cost and expense, repair any damage to the Building caused by the installation or removal of any such signs or other installations and restore the Building to a satisfactory condition to make it as if no sign or other installations had been placed thereon. In the event that the Tenant violates any of the provisions of this Article, the Landlord may remove the subject items without any liability to the Tenant and may charge the Tenant all of the Landlord’s costs and expenses incurred in connection with the removal and disposal of such items, and the repair of the part of the Building to which such items were attached. - - - - In order to maintain the highest standards of appearance, character and dignity for the Building, no paper or other signs shall be placed on the windows or exterior of the Premises or shall be placed in the Premises so that they can be seen from the outside of the Premises unless the same are tastefully and professionally prepared and approved by Landlord. - - - -45. Condition Of Premises/Landlord’s Work - - - - Landlord shall at all times and at Landlord’s expense, maintain a certificate of occupancy (permanent or temporary), permitting Tenant’s Use of the Premises. Subject to the foregoing, Landlord represents the existing Temporary Certificate of Occupancy covering the premises is annexed as Exhibit - - C. Tenant has examined and inspected the Premises. Tenant agrees to accept possession of the Premises ""AS IS"", except as expressly provided herein, Landlord shall not be responsible for making any improvements, alterations, or repairs therein or for spending any other money to prepare the Premises for Tenant's occupancy, except as expressly provided herein. Neither Landlord nor any employee or agent of Landlord have made any representation or promise with respect to the Premises except as expressly set forth herein. Landlord shall deliver the Premises on the Commencement Date free and clear of any Hazardous Materials (defined in paragraph 42 of the Lease) and without any construction liens that would materially interfere with, delay or prevent Tenant’s Initial Alterations. On or before the Commencement Date, Landlord shall deliver the ACP-5 Certificate. - - - -46. Work To Be Performed and Water Charges - - - - Landlord shall perform no work to prepare the Premises for the Tenant’s occupancy, except that Landlord shall deliver the Premises free of any hazardous materials and with no outstanding construction liens or violations. - - - - Tenant shall maintain the submeter to register Tenant’s water consumption at Tenant’s sole cost and expense in good working order and repair, and Tenant shall pay for water consumed as shown on said water meter (“Base Water Charge”), plus Tenant’s Share of the cost of having the water meter read by a water meter reading company, within five (5) days of delivery by Landlord of a bill therefor. Tenant shall pay Tenant’s Share of sewer rent charges and assessments, if any, for the premises within five (5) days of delivery by Landlord of a bill therefor, which shall be additional rent. - - - - If not already existing, Tenant shall install a backflow prevention device that is approved by the City Department of Environmental Protection (DEP) to prevent contaminated water or chemicals from flowing back into the public drinking supply, and in connection with such installation, Tenant shall comply with all provisions set forth elsewhere in this Lease. Tenant shall pay to Landlord as additional rent annually during the term of this Lease Tenant’s Share of Landlord’s costs and expenses for maintenance, inspection, certifications, testing and to comply with all other requirements of DEP with regard the backflow prevention device servicing its Premises. Such additional rent shall be paid within twenty (20) days after demand thereof by the Landlord and shall be collectible as additional rent. Bills for same submitted by Landlord shall be conclusive evidence of the amount of such costs and expenses and shall be used for the calculation of the amounts to be paid by the Tenant. - - - - - -47. Alterations and Additions - - - - Except as provided herein, Tenant shall not be entitled to make any structural alterations of or additions to the Premises or any alterations, additions or changes whatsoever to the exterior of the Premises without the prior written consent of Landlord in each instance, which consent Landlord may withhold or condition unreasonably or for any reason or for no reason; and, except as provided herein , and excepting purely cosmetic changes or additions up to an amount of $20,000, Tenant shall not be entitled to make any non-structural alterations of or additions to the Premises without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, delayed or conditioned. (Any alterations to the Premises made by Tenant shall hereinafter be referred to as ""Tenant's Alterations""). - - - - In granting its consent to any Tenant's Alterations as defined in this Article, Landlord may impose such reasonable conditions (including completion, payment, restoration and if Tenant's Alterations are reasonably expected to cost in excess of $25,000, a requirement that Tenant either post a bond to insure the completion of and payment for Tenant's Alterations or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free) as Landlord may reasonably require. In no event shall Landlord be required to consent to any Tenant's Alterations which would physically affect any part of the Building outside of the Premises or would adversely affect the proper functioning of the mechanical, electrical, sanitary or other service systems of the Building. At the time Tenant requests Landlord's written consent to Tenant’s Alterations, Tenant shall deliver to Landlord detailed plans and specifications therefor. Tenant shall pay to Landlord any reasonable fees or expenses in connection with Tenant's Alterations incurred by Landlord in connection with Landlord's submitting such plans and specifications, if it so ",Allowed Use of Facility,Basement Space -"Co-insurance provision - - Coinsurance does not apply to Blanket Coverages shown above.",No Coinsurance for Blanket Coverages,Coinsurance Coverage -"MUTUAL NON-DISCLOSURE AGREEMENT - -This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into and made effective as of April 4, 2018 between Docugami Inc., a Delaware corporation, whose address is 150 Lake Street South, Suite 221, Kirkland, Washington 98033, and Caleb Divine, an individual, whose address is 1201 Rt 300, Newburgh NY 12550. - -The above named parties desire to engage in discussions regarding a potential agreement or other transaction between the parties (the “Purpose”). In connection with such discussions, it may be necessary for the parties to disclose to each other certain confidential information or materials to enable them to evaluate whether to enter into such agreement or transaction. - -In consideration of the foregoing, the parties agree as follows: - -1. Confidential Information. For purposes of this Agreement, “Confidential Information” means any information or materials disclosed by one party to the other party that: (i) if disclosed in writing or in the form of tangible materials, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary. - - - -2. Obligations and Restrictions. Each party agrees: (i) to maintain the other party's Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose except for the Purpose. Each party may disclose the other party’s Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose and for no other purpose; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other party’s Confidential Information as those set forth in this Agreement. - - - -3. Exceptions. The obligations and restrictions in Section 2 will not apply to any information or materials that: - - - -(i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving party; - - - -(ii) were rightfully known by the receiving party prior to receiving such information or materials from the disclosing party; - - - -(iii) are rightfully acquired by the receiving party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the disclosing party; - - - - - -4. Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a party from disclosing the other party’s Confidential Information to the extent required by any order, subpoena, law, statute or regulation; provided, that the party required to make such a disclosure uses reasonable efforts to give the other party reasonable advance notice of such required disclosure in order to enable the other party to prevent or limit such disclosure. - - - -5. Return of Confidential Information. Upon the completion or abandonment of the Purpose, and in any event upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies), and any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by or on behalf of the receiving party that contain or are based upon the disclosing party’s Confidential Information. - - - -6. No Obligations. Each party retains the right to determine whether to disclose any Confidential Information to the other party. - - - -7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”. - - - -8. Term. This Agreement will remain in effect for a period of seven (7) years from the date of last disclosure of Confidential Information by either party, at which time it will terminate. - - - -9. Equitable Relief. Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information may cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise. - - - -10. Non-compete. To the maximum extent permitted by applicable law, during the Term of this Agreement and for a period of one (1) year thereafter, Caleb Divine may not market software products or do business that directly or indirectly competes with Docugami software products. - - - -11. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding its body of law controlling conflict of laws. This Agreement is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, and any attempted assignment without such consent will be void. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. - - - - - - [SIGNATURE PAGE FOLLOWS]",Non-Disclosure Agreement,Confidentiality of Arbitration Agreement -Electronic Data Processing Data and Media,Electronic Data Processing,Electronic Data Processing -"Conditions at Accident Site: - - Instrument Conditions - - Condition of Light: - - Observation Facility, Elevation: - - Distance from Accident Site: - - Observation Time: - - Direction from Accident Site: - - Lowest Cloud Condition: - - Visibility - - Lowest Ceiling: - - Visibility (RVR): - - Wind Speed/Gusts: - - / - - Turbulence Type Forecast/Actual: - - / - - Wind Direction: - - Turbulence Severity Forecast/Actual: - - / - - Altimeter Setting: - - Temperature/Dew Point: - - Precipitation and Obscuration: - - Departure Point: - - Type of Flight Plan Filed: - - Unknown - - Destination: - - Jaleg, UN - - Type of Clearance: - - Departure Time: - - Type of Airspace:","Weather Conditions, Flight Plan",Accident Details -"KEY TERMS - - The terms of the notes being offered are as follows: - - Issuer: The Goldman Sachs Group, Inc. Face Amount: USD 240,000,000 - - Denomination: USD 1,000,000 Type of Note: Zero coupon note Specified Currency: U.S. dollars (“USD”) Trade Date: March 9, 2018 Original Issue Date: March 28, 2018 ISIN Code: XS1610700681 Common Code: 161070068 Valoren Number: Not applicable - - Stated Maturity Date: March 28, 2048, subject to the Business Day Convention and subject to optional early redemption, as described under “Additional Redemption Rights at the Option of the Issuer” below - - Original Issue Price: 100% of the Face Amount - - Net Proceeds to Issuer: 99.90%1 - - Amount Payable at Maturity: 392.685019% of the Face Amount outstanding on the Stated Maturity Date Yield to Maturity: 4.665% per annum, compounded annually - - Accreted Value: (1) As of any date prior to the Stated Maturity Date, an amount equal to the sum of (A) the Original Issue Price of your note and (B) the portion of - - 292.685019% of the Face Amount of your note which shall have been accreted from the Original Issue Price on a daily basis and compounded annually, beginning on March 28, 2019, up to and including the Stated Maturity Date, at the rate of 4.665% per annum from the Original Issue Date, computed on the basis of a 360-day year consisting of twelve 30-day calendar months; and (2) as of any date on or after the Stated - - 1 The Lead Manager and the Co-Managers will receive a fee of - - 0.10% of the Face Amount of the notes in connection with the sale of the notes. See “Additional Information About the Plan of Distribution” below. - - Maturity Date, 392.685019% of the Face Amount of your note outstanding on the Stated Maturity Date - - Interest Rate: Not applicable Day Count Fraction: Not applicable - - Redemption payments will be - - Calculation Basis: - - calculated on a per denomination basis - - Additional Redemption Rights at the Option of the - - Issuer: On each Early Redemption Date listed below, the Issuer has the right to redeem the notes in whole but not in part at a price equal to the product of (i) the Face Amount outstanding on such Early Redemption Date, multiplied by (ii) the relevant Early Redemption Amount listed below which corresponds to such Early Redemption Date; provided that, if an originally scheduled Early Redemption Date is not a Business Day, such Early Redemption Date shall be postponed to the next day that is a Business Day. In the event of a redemption, notice will be given to Euroclear Bank SA/NV and Clearstream Banking, société anonyme, no fewer than five (5) Business Days prior to the relevant Early Redemption Date: - - Early Redemption Date - - Early Redemption Amount - - March 28, 2023 - - 125.605133% - - March 28, 2024 - - 131.464613% - - March 28, 2025 - - 137.597437% - - March 28, 2026 - - 144.016357% - - March 28, 2027 - - 150.734721% - - March 28, 2028 - - 157.766495% - - March 28, 2029 - - 165.126302% - - March 28, 2030 - - 172.829444% - - March 28, 2031 - - 180.891938% - - March 28, 2032 - - 189.330547% - - March 28, 2033 - - 198.162817% - - March 28, 2034 - - 207.407112% - - March 28, 2035 - - 217.082654% - - March 28, 2036 - - 227.209560% - - March 28, 2037 - - 237.808886% - - March 28, 2038 - - 248.902670% - - March 28, 2039 - - 260.513980% - - March 28, 2040 - - 272.666957% - - March 28, 2041 - - 285.386870% - - March 28, 2042 - - 298.700168% - - March 28, 2043 - - 312.634531% - - March 28, 2044 - - 327.218932% - - March 28, 2045 - - 342.483695% - - March 28, 2046 - - 358.460559% - - March 28, 2047 - - 375.182744% - - Repurchase at the Holder’s Option: Not applicable - - Repayment upon Event of Default: 100% of the Accreted Value as of the date of acceleration Business Days: The relevant Business Days are Taipei, London and New York; see “Description of the Program — Features Common to All Notes — Business Days” in the Offering Circular Business Day Convention: Following; see “Description of the Program — Features Common to All Notes — Business Day Conventions” in the Offering Circular Final BDC Procedure: Applicable; see “Description of the Program — Features Common to All Notes — Business Day Conventions” in the Offering Circular Form of Notes: Registered global notes only, registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg; see “Description of the Program — Form, Exchange, Registration and Transfer” in the Offering Circular - - Intended to Be Held in a Manner Which Would Allow Eurosystem Eligibility: No - - Clearing: Euroclear Bank SA/NV and Clearstream Banking, société anonyme - - Gross-up and Call in the Case of Tax Law Changes: - - The Issuer will not gross up any payments due on the notes and will not compensate the Holder for any amount that may be withheld or due because of tax law changes with regard to withholding tax or certain reporting requirements nor, therefore, will the right of the Issuer to redeem the notes arising from the payment of additional amounts be applicable; see “Description of the Program — Payment of Additional Amounts” and “— Redemption and Repayment” in the Offering Circular - - Calculation Agent: Goldman Sachs International, London, UK - - Lead Manager: Goldman Sachs (Asia) L.L.C., Taipei Branch - - Co-Managers: Cathay United Bank Co., Ltd., E.SUN Commercial Bank, Ltd., KGI Securities Co. Ltd., MasterLink Securities Corporation, SinoPac Securities Corporation and Taipei Fubon Commercial Bank Co., Ltd. - - Listing and Admission to Trading: Application will be made by the Issuer to the Taipei Exchange in the Republic of China (the “TPEx”) for the listing and trading of the notes on the TPEx. TPEx is not responsible for the content of this document and the Offering Circular and no representation is made by the TPEx to the accuracy or completeness of this document and the Offering Circular. TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this document and the Offering Circular. Admission to the listing and trading of the notes on the TPEx shall not be taken as an indication of the merits of the Issuer or the notes. The effective date of the listing of the notes is on or about the Original Issue Date. - - We have the right to redeem your notes, in whole but not in part, on each early redemption date at a price equal to the product of (i) the face amount outstanding on such early redemption date, multiplied by (ii) the relevant early redemption amount listed above which corresponds to such early redemption date, as set forth in the table above under “Additional Redemption Rights at the Option of the Issuer”. - - Your investment in your note involves risks. In particular, assuming no changes in market conditions or our creditworthiness and other relevant factors, the value of your note on the date of this Pricing Supplement (as determined by reference to pricing models used by Goldman Sachs and taking into account our credit spreads) may be significantly less than the original issue price. We encourage you to read “Risk Factors” on page 10 of the Offering Circular and “Additional Investment Considerations Specific to Your Note” below, so that you may better understand those risks. - - If interest rates increase, in most cases, the market value of the notes will decrease and if you sell the notes prior to maturity you will receive less than the accreted value of the notes. - - Any offered notes sold by the Issuer to dealers may be resold by such dealers in negotiated transactions or otherwise at varying prices determined at the time of sale, which prices may be different from the original issue price. The Lead Manager and the Co-Managers will receive a fee of 0.10% of the face amount of the notes in connection with the sales of the notes. See “Additional Information About the Plan of Distribution” below. - - This Pricing Supplement should be read in conjunction with the Offering Circular and all documents incorporated by reference therein, and you should base your investment decision on a consideration of this Pricing Supplement and the Offering Circular and all documents incorporated by reference therein, as a whole only. - - The notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States or to U.S. persons (as those terms are defined in Regulation S under the Securities Act) unless an exemption from the registration requirements of the Securities Act is available. See ""Notice to Investors"" below. This Pricing Supplement is not for use in, and may not be delivered to or inside, the United States. - - The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. - - To the extent permitted by the law and regulations of the Republic of China (“R.O.C.” or “Taiwan”), Goldman Sachs International or other affiliates of The Goldman Sachs Group, Inc. may use th",Key Terms of Note Offering,Key Terms -"Termination. This agreement shall continue in force and effect until May 31, 2025 and shall be automatically renewed for successive one-year terms annually thereafter unless notice of non-renewal is given by the Company or the Client before the end of the term. Company shall have the right to modify, reject, or terminate any SOW and any related work in process with five days written notice to Client. In the event Company terminates the SOW prior to completion of Services, the Client shall pay Company the fees due under the SOW with respect to Services completed as of the date of termination. Payment for completed work will be deducted from the deposit. Company will retain the non-refundable 50% of the Deposit and return any unearned portion exceeding 50% of the Deposit. Any amount due for services performed by Company above the deposit will be billed to Client and Client shall promptly pay.",Renewal & Termination,Termination Conditions -59. Modifications Requested By Lender,Modification and Authorization,Modification and Authorization -"(B) This Agreement gives Licensee limited rights to use the Software and Related Materials described below and imposes upon Licensee certain obligations to protect the Software and Related Materials from unauthorized use, reproduction, distribution or publication.",License Rights & Obligations,License Agreement -"01. in any one occurrence, at the following Building(s) numbered:",Building Number,Building Numbers -"In the event that the Premises are not surrendered at the end of the Lease term, Tenant shall indemnify and save Landlord harmless against all costs, claims, loss, or liability resulting from delay by Tenant in so surrendering the Premises, including, without limitation, any claims made by any succeeding tenant founded on such delay. - - - - Additionally, the parties recognize and agree that other damage to Landlord resulting from any failure by Tenant to timely surrender the Premises will be substantial, will exceed the amount of monthly rent theretofore payable hereunder, and will be impossible of accurate measurement. Tenant therefore agrees that if possession of the Premises is not surrendered to Landlord within one (1) day after the date of the expiration or sooner termination of the term of this Lease, then Tenant will pay Landlord as liquidated damages for each month and for each portion of any month during which Lessee holds over in the Premises after the expiration of the term of this Lease, a sum equal to one and one-half (1.5) times the average rent and additional rent which was payable per month under this Lease during the last six months of the term thereof, which sum Tenant agrees to pay to Landlord upon demand, in full, without set-off or deduction, and which sum Tenant agrees is fair and reasonable and does not constitute a penalty. (“Holdover Use and Occupancy”).",Holdover Indemnification,Surrender of Premises -"2.1 Onsite visits will be charged on a daily basis (minimum 8 hours). - - 2.2 Time and expenses will be charged based on actuals unless otherwise described in an Order Form or accompanying SOW. - - 2.3 All work will be executed during regular working hours Monday-Friday 0800-1900. For work outside of these hours on weekdays, Company will charge one hundred percent (100%) of the regular hourly rate and two hundred percent (200%) for Saturdays, Sundays and public holidays applicable to Company. - - 2.4 If scheduled onsite visits are cancelled less than ten (10) working days in advance of the scheduled date, Company is entitled to charge fifty percent (50%) of the expected revenue associated with this onsite activity as compensation.",Onsite Visit Charges,Time and Expenses -"Tenant shall, at its sole cost and expense, keep the sidewalk in front of the Premises 18 inches into the street from the curb clean free of garbage, waste, refuse, excess water, snow, and ice and Tenant shall pay, as additional rent, any fine, cost, or expense caused by Tenant's failure to do so. In the event Tenant operates a sidewalk café, Tenant shall, at its sole cost and expense, maintain, repair, and replace as necessary, the sidewalk in front of the Premises and the metal trapdoor leading to the basement of the Premises, if any. Tenant shall post warning signs and cones on all sides of any side door when in use and attach a safety bar across any such door at all times when open. - - - - In no event shall Tenant use, or permit to be used, the space adjacent to or any other space outside of the Premises, for display, sale or any other similar undertaking; except [1] in the event of a legal and licensed “street fair” type program or [2] if the local zoning, Community Board [if applicable] and other municipal laws, rules and regulations, allow for sidewalk café use and, if such I s the case, said operation shall be in strict accordance with all of the aforesaid requirements and conditions. . In no event shall Tenant use, or permit to be used, any advertising medium and/or loud speaker and/or sound amplifier and/or radio or television broadcast which may be heard outside of the Premises or which does not comply with the reasonable rules and regulations of Landlord which then will be in effect.",Sidewalk Maintenance and Use,Legal and Licensing Requirements -"To the extent not otherwise provided herein, and excluding statutory and/or common law negligence of or willful action by Landlord, its agents, servants and/or employees, Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from all liabilities, obligations damages, penalties, claims, costs, charges and expenses, including reasonable attorney’s fees, which may be imposed upon or incurred by or asserted against Landlord and/or its agents by reason of any of the following occurring during the term: (a) anything done in, on or about the Premises or any part thereof by or at the instance of Tenant, its agents, contractors, subcontractors, servants, employees, licensees, or invitees; (b) any negligence or otherwise wrongful act or omission on the part of Tenant or any of its agents, contractors, subcontractors, servants, employees, licensees, or invitees; (c) any accident, injury, or damage to any person or property occurring in, on or about the Premises or any part thereof; (d) any failure on the part of Tenant or any Licensee to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Agreement on its part to be performed or complied with. In case any action or proceeding is brought against Landlord by reason - - - - - - of any such claim, Tenant upon written notice from Landlord shall, at Tenant’s sole cost and expense, oppose or defend such action or proceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonably withhold.",Tenant Indemnification,Tenant Indemnification -"The Limits of Insurance, Coverage Period and Coverage Radius shown in the left column are included in the coverage form and apply unless a revised Limit of Insurance, Coverage Period, Coverage Radius or Not Covered is shown under the column on the right. The Limits of Insurance apply in any one occurrence unless otherwise stated. - - LIMITS OF - - REVISED LIMITS - - INSURANCE, COVERAGE - - OF INSURANCE, - - PERIOD OR COVERAGE - - COVERAGE PERIOD OR - - RADIUS - - COVERAGE RADIUS - - Business Income from Dependent Property - - At Premises Within the Coverage Territory - - $100,000 - - At Premises Outside of the Coverage Territory - - $100,000 - - Civil Authority - - Coverage Period - - 30 days - - Coverage Radius - - 100 miles - - Claim Data Expense - - $25,000 - - Contract Penalties - - $25,000 - - Extended Business Income - - Coverage Period - - 180 days - - Fungus, Wet Rot or Dry Rot – Amended Period of Restoration - - Coverage Period - - 30 days - - Green Building Alternatives – Increased Period of Restoration - - Coverage Period - - 30 days - - Ingress or Egress - - $25,000 - - Coverage Radius - - 1 mile - - Newly Acquired Locations - - $500,000 - - Ordinance or Law - Increased Period of Restoration - - $250,000 - - Pollutant Cleanup and Removal – Annual Aggregate - - $25,000 - - Transit Business Income - - $25,000 - - Undescribed Premises - - $25,000 - - Causes of Loss – Earthquake – aggregate in any one policy year, for all losses covered under the Causes of Loss – Earthquake endorsement, commencing with the inception date of this policy: - - AGGREGATE LIMITS OF - - INSURANCE - - 01. Applies at the following Building(s) numbered: - - 02-19 - - $5,000,000 - - If more than one Annual Aggregate Limit applies in any one occurrence, the most we will pay is the highest involved Annual Aggregate Limit. The most we will pay during each annual period is the highest of the Annual Aggregate Limits shown.",Business Income Coverage Limits,"Limits of Insurance, Coverage Period and Cover" -Theft Damage to Rented Property,Theft Damage to Rented Property,Theft Damage to Rented Property -Tenant’s Alterations may be performed only from Monday through Friday and only during the hours from 9:00 A.M. to 5:00 P.M. and at no other times.,Alterations Hours Restriction,Alterations and Construction Hours -"To the extent not otherwise provided herein, and excluding statutory and/or common law negligence of or willful action by Landlord, its agents, servants and/or employees, Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from all liabilities, obligations damages, penalties, claims, costs, charges and expenses, including reasonable attorney’s fees, which may be imposed upon or incurred by or asserted against Landlord and/or its agents by reason of any of the following occurring during the term: (a) anything done in, on or about the Premises or any part thereof by or at the instance of Tenant, its agents, contractors, subcontractors, servants, employees, licensees, or invitees; (b) any negligence or otherwise wrongful act or omission on the part of Tenant or any of its agents, contractors, subcontractors, servants, employees, licensees, or invitees; (c) any accident, injury, or damage to any person or property occurring in, on or about the Premises or any part thereof; (d) any failure on the part of Tenant or any Licensee to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Agreement on its part to be performed or complied with. In case any action or proceeding is brought against Landlord by reason",Tenant Indemnification,Indemnification Clause -"All of the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant in the Premises and all persons claiming by, through or under Tenant which, during the continuance of this Agreement or any occupancy of the Premises by Tenant shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be injured, destroyed, or damaged by fire, water or otherwise, or by the leakage or bursting of water pipes, steam pipes, or other pipes, or by theft or from any other cause, no part of said loss or damage is to be charged to or borne by Landlord, except for intentional acts or negligence of Landlord. - - - - All, HVAC, and lighting fixtures installed by Tenant in the Premises shall be deemed - - fixtures.",Tenant Property Risk,Building and Premises Description -Broadened Definition of Bodily Injury,Bodily Injury Definition,Broadened Definition of Bodily Injury -"Tenant covenants and agrees that Tenant shall, as its sole responsibility, and at Tenant's sole cost and expense, comply at all times with all Requirements governing the use, generation, storage, treatment and/or disposal of any ""Hazardous Materials"" (as defined below), the presence of which results from or in connection with the act or omission of Tenant or Persons Within Tenant's Control or the breach of this Lease by Tenant or Persons Within Tenant's Control. The term Hazardous Materials shall mean any biologically or chemically active or other toxic or hazardous wastes, pollutants or substances, including, without limitation, asbestos, PCBs, petroleum products and by-products, substances defined or listed as ""hazardous substances"" or ""toxic substances"" or similarly identified in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., and as hazardous wastes under the Resource Conservation and Recovery Act, 42 U.S.C. 6010 et seq., any chemical substance or mixture regulated under the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. 2601, et seq., any ""toxic pollutant"" under the Clean Water Act, 33 U.S.C. §466 et seq., as amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. 7401 et seq., hazardous materials identified in or pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. §1802, et seq., and any hazardous or toxic substances or pollutant regulated under any other Requirements. Tenant shall agree to execute, from time to time, at Landlord's request, affidavits, representations and the like concerning Tenant's best knowledge and belief regarding the presence of Hazardous Materials in, on, under or about the demised Premises or the Building. Tenant shall indemnify and hold harmless all Indemnitees from and against any loss, cost, damage, liability or expense (including attorneys' fees and disbursements) arising by reason of any clean up, removal, remediation, detoxification action or any other activity required or recommended of any Indemnities by any Governmental Authority by reason of the presence in or about the Building or the demised Premises of any Hazardous Materials, as a result of or in connection with the act or omission of Tenant or Persons within Tenant's Control or the breach of this Lease by Tenant or Persons within Tenant's Control. The foregoing covenants and indemnity shall survive the expiration or any termination of this Lease.",Hazardous Materials Compliance,Tenant's Environmental Requirements -"In no event shall the annual fixed rent under this Lease be reduced by virtue of this Article - - 41. The computations under this Article 41 are intended to constitute a formula for an agreed rental escalation and do not necessarily constitute an actual reimbursement to Landlord for costs or expenses paid by Landlord with respect to the building.",Fixed Rent Unaffected,Florida Statutes Compliance -"59. Modifications Requested By Lender - - - - If, in connection with obtaining financing or refinancing for the Building of which the Premises form a part, a banking, insurance or other institutional lender shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Tenant shall not unreasonably withhold or delay its consent thereto, provided such modifications do not materially adversely affect the Leasehold interest hereunder or increase Tenant's obligations hereunder, except to the extent that Tenant may be required to give notices of any defaults by Landlord to such lender or permit the curing of such defaults by such lender together with the granting of such additional time for such curing as may be required for such lender to get possession of the Building. In no event shall a requirement that the consent of any such lender be given for any modification of this Lease or for any assignment or sublease be deemed to materially adversely affect the Leasehold interest hereby created.",Lender Modification Consent,Modifications Requested By Lender -"Hourly Deductible - - 24 - - Rental Option - - MERCANTILE - - Risk Type - - INCLUDING RENTAL - - Theft Coverage - - YES - - Extended Period - - Maximum Period - - NO - - Monthly Limit - - N/A - - Agreed Value - - NO - - Coinsurance - - 80 - - Business Income ALS - - NO - - Earthquake Coverage - - NO - - Causes of Loss - Special Form - - Building 2 - BILLBOARDS AND - - SIGNS - NOT ON - - Class Code - - 1185 - - Construction Type - - FRAME - - Year Built - - 2021 - - Stories - - 1 - - Property Interest - - OWNER OCCUPIED - - Total Area - - 1 - - Protection Class - - 1 - - Sprinklered - - NO - - Burglar Alarm - - NO",Insurance Coverage Details,Casualty Damage and Restoration -"(a) Their Federal Highway Administration permit is valid and is in full force and effect, not having been rescinded or affected in any way and Carrier has obtained and maintained all other licenses, permits and authorizations and approvals of whatever kind and nature applicable to Carrier and for the transportation services - - provided hereunder. - - (b) All applicable federal, state and local laws and regulations or orders have been and will be strictly complied with, including, without limitation, (i) no commingling of Commodities with any hazardous substances or poisons as defined by the U. S. Department of Transportation, Environmental Protection Agency, Federal Drug Administration, or any other federal, state, or local governmental agency or municipality, and (ii) compliance with the requirements of the Sanitary Food Transportation Act of 1990, as may be amended from time to",Permits and Compliance,US Compliance -"AGGREGATE LIMITS OF - - INSURANCE - - 01. Applies at the following Building(s) numbered: - - 07-13,18 - - $1,000,000 - - 02. Applies at the following Building(s) numbered: - - 02-06,14-15 - - $2,500,000 - - 03. Applies at the following Building(s) numbered: - - 16-17,19 - - $5,000,000 - - If more than one Annual Aggregate Limit applies in any one occurrence, the most we will pay is the highest involved Annual Aggregate Limit. The most we will pay during each annual period is the highest of the Annual Aggregate Limits shown. - - EXCESS OF LOSS LIMITATION APPLIES – See Causes of Loss – Broad Form Flood endorsement. - - Causes of Loss – Equipment Breakdown - - The insurance provided for loss or damage caused by or resulting from Equipment Breakdown is included in, and does not increase the Covered Property, Business Income, Extra Expense, and/or other coverage Limits of Insurance that otherwise apply under this Coverage Part.",Aggregate Limits of Insurance,Flood Insurance -"Location: - - Jagel, Germany - - Accident Number: - - DEN08WA037 - - Date & Time: - - 11/28/2007, 1800 UTC - - Registration: - - N141CD - - Aircraft: - - Cirrus Design Corp. SR-20 - - Aircraft Damage: - - Substantial - - Defining Event: - - Injuries: - - 1 Fatal - - Flight Conducted Under: - - Part 91: General Aviation - Ferry - - On November 28,, 2007, at 1800 UTC, a Cirrus Design Corporation SR-20, N141CD, serial number 1032, while on approach for landing at Jaleg, Schleswig-Holsteinschen, Germany, struck power lines and subsequently impacted terrain. The airplane was destroyed and the private pilot, the sole person on board the airplane, was fatally injured. Instrument meteorological conditions prevailed at the time of the accident. The cross-country ferry flight originated in the Netherlands and was en route to Sylt, Germany. - - This investigation is under the jurisdiction and control of the German government. Any further information may be obtained from: - - German Federal Bureau of Aircraft Accidents Investigation Bundesstelle fur Flugenfallensuchung (BFU) - - Herman-Blenk Strasse 16 38108 Braunschweig",Fatal Accident in Germany,Accident Details -Money Orders and Counterfeit Paper Currency:,Money Orders and Counterfeit Currency,Money Orders and Counterfeit Paper Currency -"(a) The term “Gross Revenue” shall mean all of Tenant’s revenue related to the Premises, whether received directly or indirectly through an affiliated or related entity, whether for cash, credit, by gift certificate redeemed, or other consideration (other consideration to be determined at fair market value and include reward points and barter exchanges, and vending machines, but excluding (a) any write-offs, bad debts, (b) any costs for items other than for use of the Premises which are passed on to licensees of the Premises (“Licensees”), such as parking, telephone, and printing fees, (c) any sums collected and paid out for sales or excise tax imposed by any governmental authority, and (d) the amount of any cash or credit refund made upon any transaction included in Gross Revenue.",Definition of Gross Revenue,Gross Revenue -"Certificate: - - Age: - - Airplane Rating(s): - - Seat Occupied: - - Other Aircraft Rating(s): - - Restraint Used: - - Instrument Rating(s): - - Second Pilot Present: - - Instructor Rating(s): - - Toxicology Performed: - - Medical Certification: - - Last FAA Medical Exam: - - Occupational Pilot: - - Last Flight Review or Equivalent: - - Flight Time:",Pilot Certificate Details,Certificate Details -"or to such other address or to the attention of such other person as hereafter shall be designated in writing by the applicable party sent in accordance herewith. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of delivery service or certified or registered mail, as of the date of deposit or delivery to the United States Mail or expedited delivery service in the manner provided herein, or in the case of facsimile, upon receipt. Either party hereto may change the address for notice specified above by",Notice of Change of Address,Modification of Notice Details -"Coverage and amendments - - DESCRIPTION - - FORM NUMBER - - TEXAS CHANGES - - CG 01 03 06 06 - - EXCLUSION - DISCRIMINATION - - CG D1 42 02 19 - - AMEND-NON CUMULATION OF EACH OCC - - CG D2 03 12 97 - - FUNGI OR BACTERIA EXCLUSION - - CG D2 43 01 02 - - ADD'L INSURED-MORTGAGEE,ASSIGNEE, - - CG D3 25 01 04 - - TOTAL AGGR LIMIT & DESIG LOC AGGR LIMIT - - CG D3 74 02 19 - - AMEND CONTRAC LIAB EXCL-EXC TO NAMED INS - - CG D4 21 07 08 - - XTEND ENDORSEMENT FOR SERVICE INDUSTRIES - - CG D4 67 02 19 - - EXCL-VIOLATION OF CONSUMER FIN PROT LAWS - - CG D6 18 10 11 - - TX CHANGES-EMPL-RELATED PRACTICES EXCL - - CG F2 68 02 19 - - COMM'L GENERAL LIABILITY DEC - - CG T0 01 11 03 - - DECLARATIONS PREMIUM SCHEDULE - - CG T0 07 09 87 - - KEY TO DECLARATIONS PREMIUM SCHEDULE - - CG T0 08 11 03 - - EMPLOYEE BENEFITS LIAB COV PART DEC - - CG T0 09 09 93 - - TABLE OF CONTENTS - COM GEN LIAB COV - - CG T0 34 02 19 - - EMPLOYEE BENEFITS LIAB TABLE OF CONTENTS - - CG T0 43 01 16 - - COMMERCIAL GENERAL LIABILITY COV FORM - - CG T1 00 02 19 - - EMPLOYEE BENEFITS LIABILITY COV FORM - - CG T1 01 01 16",Commercial Insurance Forms,Commercial Insurance Forms -"If Tenant timely disputes Landlord’s Determination and Landlord and Tenant fail to agree as to the Fair Market Minimum Annual Rent (and, accordingly, the Rent payable by Tenant during the subject Renewal Term) within thirty (30) days after the giving of Tenant’s Notice, then the Fair Market Minimum Annual Rent shall be determined as follows: A licensed real estate appraiser (the “Appraiser”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Appraiser, then the same shall be designated by the American Arbitration Association (“AAA”). The Appraiser selected by the parties or designated by the AAA shall have at least ten (10) years’ experience in the appraisal of retail space in Manhattan, NY. Landlord and Tenant shall each submit to the Appraiser and to the other its determination of the Fair Market Minimum Annual Rent. The parties shall instruct the Appraiser to (A) conduct the hearings and investigations that he or she deems appropriate, and - - (B) choose either Landlord's determination or Tenant's determination submitted to the Appraiser as the better estimate of Fair Market Minimum Annual Rent, being the determination which is closer to the Fair Market Minimum Annual Rent determined by the Appraiser using the definition set forth in this Article 72, within thirty (30) days after the date that the Appraiser is designated. The Appraiser's aforesaid choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with the procedure described herein, and fifty (50%) percent of any AAA fees and fees of the Appraiser. Either Landlord or Tenant shall have the right to submit to the Appraiser any material in support of its determination of Fair Market Minimum Annual Rent within ten (10) business days of the date of the selection of the Appraiser. After a determination has been made of the Fair Market Minimum Annual Rent, the parties shall execute and deliver a lease amendment memorializing the extension of the Term as described in this Article 72 and setting forth the Rent payable by Tenant during the Renewal Term, but the failure to so execute and deliver any such instrument shall not affect the determination of Fair Market Minimum Annual Rent (and, accordingly, the Rent payable during the Renewal Term). - - - - - - (iii) If Tenant timely disputes Landlord’s Determination and if the final determination of the Fair Market Minimum Annual Rent shall not be made on or before the first day of the subject Renewal Term then, pending such final determination, Tenant shall pay, as Rent for the subject Renewal Term, an amount equal to Landlord’s Determination. If, based upon the final determination of the Fair Market Minimum Annual Rent, the Rent payments made by Tenant for such portion of the subject Renewal Term were (i) less than they should have been, then Tenant shall pay to Landlord the amount of such deficiency within ten (10) business days after demand therefor, or (ii) greater than they should have been, then Landlord shall credit the amount of such excess against installments of Rent next coming due. - - - - Time shall be of the essence with respect to all obligations under this Article 72. - - - - 73. Quiet Enjoyment",Determining Fair Market Rent,Appraiser Selection -"(j) flea market, bingo or other game hall or meeting room;",Games,Exclusive Use and No Solicitation -"Theft, Disappearance and Destruction: Outside Premises",Theft Outside Premises,"Theft, Disappearance and Destruction" -"In granting its consent to any Tenant's Alterations as defined in this Article, Landlord may impose such reasonable conditions (including completion, payment, restoration and if Tenant's Alterations are reasonably expected to cost in excess of $25,000, a requirement that Tenant either post a bond to insure the completion of and payment for Tenant's Alterations or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free) as Landlord may reasonably require. In no event shall Landlord be required to consent to any Tenant's Alterations which would physically affect any part of the Building outside of the Premises or would adversely affect the proper functioning of the mechanical, electrical, sanitary or other service systems of the Building. At the time Tenant requests Landlord's written consent to Tenant’s Alterations, Tenant shall deliver to Landlord detailed plans and specifications therefor. Tenant shall pay to Landlord any reasonable fees or expenses in connection with Tenant's Alterations incurred by Landlord in connection with Landlord's submitting such plans and specifications, if it so chooses, to an architect or engineer selected by Landlord for review or examination. Tenant shall pay to Landlord the minimum sum of $750.00 to reimburse Landlord for the administrative costs of initial review and processing of proposed Tenant’s Alterations plans and specifications, in each instance; and if, in connection therewith, Landlord incurs expenses in excess of said $750.00 amount, then Tenant shall pay Landlord the amount of such excess fees as additional rent within ten (10) days of Landlord’s submission to Tenant of bills for same. Landlord's approval of any plans or specifications does not relieve Tenant from the responsibility for the legal sufficiency and technical competency thereof. Before commencement of any Tenant’s Alterations, (a) Tenant shall obtain the necessary consents, authorizations and licenses from all federal, state and/or municipal authorities having jurisdiction over such work, and (b) Tenant shall provide Landlord with a bond insuring Landlord against non-payment for any work to be performed by Tenant or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free. Notwithstanding the foregoing, solely in connection with Tenant’s Initial Alterations (defined below), Tenant shall not be required to pay Landlord or its designee for Landlord’s review of Tenant’s Initial Alterations plans or Landlord’s supervision, if any, or any other Landlord out-of-pocket cost of Tenant’s Initial Alterations or post a bond to insure the completion of and payment for Tenant's Alterations. “Initial Alterations” shall refer to the alterations made to the Premises by Tenant as part of, and as approved by Landlord as, Tenant’s initial build-out of the Premises prior to commencement of operations by Tenant. Landlord consents to Tenant’s Initial Alterations described on annexed Exhibit D. Tenant agrees to indemnify and save Landlord harmless from and against any and all bills for labor performed and equipment, fixtures and materials furnished to Tenant and applicable sales taxes thereon as required by New York law and from and against any and all liens, bills or claims therefor or against the Premises or the Building and from and against all losses, damages, costs, expenses, suits, and claims whatsoever in connection with Tenant’s Alterations. - - - - Tenant, at its expense, shall cause any Tenant’s Alterations consented to by Landlord to be performed in compliance with all applicable requirements of insurance bodies having jurisdiction and in such manner as not to interfere with, delay or impose any additional expense upon the Landlord in the maintenance or operation of the Building.",Tenant Alterations Conditions,Lien Exculpation -"Important Notice Regarding Compensation Disclosure - - For information about how InsuranceA compensates independent agents, brokers, or other insurance producers, please visit this website:",Agent Compensation Disclosure,Compensation Disclosure -"This report is for informational purposes only and contains only information released by, or obtained from, the BFU of Germany.",Report Description,German BFU Report -"License Fee. In consideration for the granting of the license of the Software and Related Materials to Licensee, Licensee hereby agrees to pay to Licensor a license fee in the amount of $30,000 (the ‘Initial License Fee’) upon delivery of the Software to Licensee. Licensee shall also pay to Licensor all sales, excise and other taxes thereon and upon any other amounts payable by Licensee to Licensor pursuant to this Agreement.",License Fee,License Fee -"RIDER TO LEASE - - - - The provisions of this rider are hereby incorporated into and made a part of the Lease dated as of October 15, 2021 between BIRCH STREET, LLC, having an address at c/o Birch Palace, 6 Grace Avenue Suite 200, Great Neck, New York 11021 (""Landlord""), and Trutone Lane LLC, having an address at 4 Pearl Street, New York, New York 10012 (""Tenant"") of Premises known as the ground floor space and lower level space, as per floor plan annexed hereto and made a part hereof as Exhibit A (“Premises”) at 4 Pearl Street, New York, New York 10012 in the City of New York, Borough of Manhattan, to which this rider is annexed. If there is any conflict between the provisions of this rider and the remainder of this Lease, the provisions of this rider shall govern. - - - -40. Rent - - - - - - Tenant covenants to pay to Landlord as a net minimum rent (the ""fixed rent"") during the term of this Lease for the Premises as follows: - - - - FIXED RENT: - - - -TERM - -YEAR - - - - PERIOD - - MONTHLY - - RENT - - ANNUAL - - RENT - -First - -3/15/21 To 2/28/23 - - $26,000.00 - -$312,000.00 - -Second - -3/01/23 To 2/28/24 - - $26,000.00 - -$312,000.00 - -Third - -3/01/24 To 2/28/25 - - $26,000.00 - -$312,000.00 - -Fourth - -3/01/25 To 2/28/26 - - $26,780.00 - -$321,360.00 - -Fifth - -3/01/26 To 2/28/27 - - $27,583.40 - -$331,000.80 - -Sixth - -3/01/27 To 2/28/28 - - $28,410.90 - -$340,930.80 - -Seventh - -3/01/28 To 2/28/29 - - $29,263.23 - -$351,158.76 - -Eighth - -3/01/29 To 2/28/30 - - $30,141.13 - -$361,693.56 - -Ninth - -3/01/30 To 2/28/31 - - $31,045.36 - -$372,544.32 - -Tenth - -3/01/31 To 3/31/32 - - $31,976.72 - -$383,720.64 - - - - The fixed rent shall be payable in advance on the first day of each calendar month commencing five months following the Commencement Date (the “Rent Commencement Date’) . Provided Tenant is not in default under any term of this Lease Tenant shall receive a rent credit for (i)) one-half of the monthly fixed rent due ($13,000.00) for the sixth month following the Commencement Date; (ii) one- half of the monthly fixed rent due ($13,000.00) for the seventh month following the Commencement Date; - - (iii) one-half of the monthly fixed rent due ($13,000.00) for the eighteenth month following the Commencement Date; and (iv) one-half of the monthly fixed rent due ($13,000.00) for the nineteenth month following the Commencement Date. - - - - At execution of this Lease, Tenant shall pay to Landlord by separate bank checks (i) the amount of $26,000.00 toward fixed rent for for the seventh month following the Commencement Date and - - (ii) the amount of $78,000.00 representing the security deposit. - - - - Tenant also covenants to pay, from time to time as provided in this Lease, as additional rent: all other amounts and obligations which Tenant assumes or agrees to pay under this Lease; a “Late Charge” equal to five percent (5%) of the overdue payment of any item of fixed or additional rent not paid within ten (10) days after the date when due (or, if a demand therefor is required by the provisions of this Lease, within ten (10) days after the date of such demand), which Late Charge shall be payable as additional rent. In the event of any failure on the part of Tenant to pay any additional rent, Landlord shall have all the rights, powers and remedies provided for in this Lease, at law, in equity or otherwise, in the case of nonpayment of fixed rent. Nothing herein shall be construed to extend the due dates of Tenant's payments under this Lease, or to waive any rights or remedies of Landlord in the event of Tenant's late payment. Tenant's obligations to pay fixed rent and additional rent shall survive the expiration of the Lease term or earlier termination of this Lease. - - - - - - The provisions of this Article are in addition to all other rights or remedies available to Landlord for nonpayment of fixed rent or additional rent under this Lease and at law and in equity. Tenant further agrees that the Late Charge imposed is fair and reasonable, complies with all laws, regulations and statutes, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of rent to Landlord by Tenant. Tenant further agrees that the Late Charge assessed pursuant to this Lease is not interest and the Late Charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant or a penalty of any kind. It is understood that said late charge is directly related to Landlord’s actual costs and expenses incurred as a result of late payment. - - - - All fixed rent and additional rent (collectively hereinafter referred to as ""rent"") shall be paid in such coin or currency (or, subject to collection, by good check payable in such coin or currency) of the United States of America as at the time shall be legal tender for the payment of public and private debts, at the office of Landlord as set forth above, or at such place and to such person as Landlord from time to time may designate. - - - - All rent shall be paid to Landlord without notice, demand, counterclaim, setoff, deduction or defense, and nothing shall suspend, defer, diminish, abate, or reduce any rent, except as otherwise specifically provided in this Lease or by law. - - - - Tenant shall make all rental payments in full. Payment or receipt of a rental payment of less than the amount stated in this Lease shall be deemed to be nothing more than partial payment on account. Under no circumstances shall Landlord’s acceptance of a partial payment constitute accord and satisfaction. Nor will Landlord’s acceptance of a partial payment forfeit Landlord’s right to collect the balance due on the account, together with applicable late charges and interest despite any endorsement, stipulation, or other statement on any check. - - - - Landlord may accept any partial payment check with any conditional endorsement without prejudice to its right to recover the balance remaining due, or to pursue any other remedy available under this Lease, law or equity. - - - - Landlord in its sole discretion may allocate without prejudice any payment in whole or in part to any due item of fixed rent, additional rent and/or any other charges or to any combination thereof. - - - - If Landlord commences any action or proceeding against Tenant, or if Landlord is required to defend any action or proceeding commenced by Tenant, in connection with this lease or the Premises, and Landlord shall be the prevailing party in any such action for proceeding, Landlord shall be entitled to recover from Tenant in such action or proceeding, or a subsequently commenced action or proceeding, Landlord's reasonable attorneys' fees, costs and disbursements and all applicable interest thereon at the statutory rate incurred in connection with such action or proceeding and any appeals, including but not limited to fees on fees incurred to collect said monies. - - - - Landlord’s failure during the Lease term to prepare and deliver any of the statements, notices, or bills for rent and/or additional rent or Landlord’s failure to make a demand, shall not in any way cause Landlord to forfeit or surrender its rights to collect any of the items of rent and/or additional rent that may have become due during the term of this Lease. Tenant’s liability for all such amounts due under this Lease shall survive the expiration of the Term. Nevertheless, any sums due under the Lease must be claimed within two years of when due or within one year from expiration of the Lease. - - - -40A. Term of Lease - - - - The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the ""Expiration Date"") (from the Commencement Date to the Expiration Date being the ""Initial Term"", as may be extended pursuant to and in accordance with Section 72 hereof. - - - -41. Escalations - - - - Tenant shall pay, during the term of this Lease, the additional rent provided for in this Article 41. As used herein, the following terms shall have the meanings set forth below: - - - - “Taxes” shall mean the total of all real estate taxes and assessments and special assessments imposed, payable and paid upon the Premises described as the land and building in which the Premises are located including, without limitation, vault taxes, rents or charges, imposed by any Governmental Authority, of which the demised Premises forms a part. If at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions of charges now levied, assessed or imposed on the real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax assessment levy upon the Building, Land Improvements or the Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable, or the part thereof so measured or based shall be deemed to be included within the term ""Taxes"" for the purposes hereof. - - - - ""Escalation Year"" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease. - - - - ""Base Year"" shall mean the twelve month period ending on June 30, 2022. - - - - ""Base Year Taxes"" shall mean the Taxes for the Base Year. - - - - The ""building"" shall mean the land and the building of which the demised Premises forms a part. ""Tenant's Share"" shall mean 35%. - - Tenant shall pay to Landlord, as additional rent, an amount equal to Tenant's Share of the amount by which Taxes for any ",Lease Rider,Fixed Rent -"7. INSURANCE. - - 7.1 Tenant's Insurance. Tenant shall obtain and keep in full force and effect the following insurance coverages:",Tenant's Insurance,Tenant's Insurance -"Aircraft and Owner/Operator Information - - Aircraft Make: - - Cirrus Design Corp. - - Registration: - - N141CD - - Model/Series: - - SR-20 - - Aircraft Category: - - Airplane - - Year of Manufacture: - - Amateur Built: - - No - - Airworthiness Certificate: - - Serial Number: - - Landing Gear Type: - - Seats: - - Date/Type of Last Inspection: - - Certified Max Gross Wt.: - - Time Since Last Inspection: - - Engines: - - Airframe Total Time: - - Engine Manufacturer: - - ELT: - - Engine Model/Series: - - Registered Owner: - - Rated Power: - - Operator: - - Operating Certificate(s) Held: - - None",Aircraft Details,Insurance Coverage Details -EXHIBIT C –Temporary Certificate of Occupancy EXHIBIT D – Tenant’s Signage,Exhibits,Permitted Use -"MUTUAL NON-DISCLOSURE AGREEMENT - -This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into and made effective as of April 4, 2018 between Docugami Inc., a Delaware corporation, whose address is 150 Lake Street South, Suite 221, Kirkland, Washington 98033, and Caleb Divine, an individual, whose address is 1201 Rt 300, Newburgh NY 12550. - -The above named parties desire to engage in discussions regarding a potential agreement or other transaction between the parties (the “Purpose”). In connection with such discussions, it may be necessary for the parties to disclose to each other certain confidential information or materials to enable them to evaluate whether to enter into such agreement or transaction. - -In consideration of the foregoing, the parties agree as follows: - -1. Confidential Information. For purposes of this Agreement, “Confidential Information” means any information or materials disclosed by one party to the other party that: (i) if disclosed in writing or in the form of tangible materials, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary. - - - -2. Obligations and Restrictions. Each party agrees: (i) to maintain the other party's Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose except for the Purpose. Each party may disclose the other party’s Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose and for no other purpose; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other party’s Confidential Information as those set forth in this Agreement. - - - -3. Exceptions. The obligations and restrictions in Section 2 will not apply to any information or materials that: - - - -(i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving party; - - - -(ii) were rightfully known by the receiving party prior to receiving such information or materials from the disclosing party; - - - -(iii) are rightfully acquired by the receiving party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the disclosing party; - - - - - -4. Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a party from disclosing the other party’s Confidential Information to the extent required by any order, subpoena, law, statute or regulation; provided, that the party required to make such a disclosure uses reasonable efforts to give the other party reasonable advance notice of such required disclosure in order to enable the other party to prevent or limit such disclosure. - - - -5. Return of Confidential Information. Upon the completion or abandonment of the Purpose, and in any event upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies), and any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by or on behalf of the receiving party that contain or are based upon the disclosing party’s Confidential Information. - - - -6. No Obligations. Each party retains the right to determine whether to disclose any Confidential Information to the other party. - - - -7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”. - - - -8. Term. This Agreement will remain in effect for a period of seven (7) years from the date of last disclosure of Confidential Information by either party, at which time it will terminate. - - - -9. Equitable Relief. Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information may cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise. - - - -10. Non-compete. To the maximum extent permitted by applicable law, during the Term of this Agreement and for a period of one (1) year thereafter, Caleb Divine may not market software products or do business that directly or indirectly competes with Docugami software products. - - - -11. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding its body of law controlling conflict of laws. This Agreement is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, and any attempted assignment without such consent will be void. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.",Non-Disclosure Agreement,Confidentiality of Arbitration Agreement -The nature of any conditions present at the time of the physical examination and any preexisting conditions will be documented.,Preexisting Condition Documentation,Examination Findings -"Available coverages for non-profit organizations include Employment Practices Liability, Insured Person and Organization Liability and Fiduciary Liability. - - Note that Insurance1 also offers separate options for some management lines via endorsements to your general liability policy. Your Insurance1 agent will be happy to discuss your options with you.",Non-Profit Insurance Options,Endorsement Options -41. The computations under this Article 41 are intended to constitute a formula for an agreed rental escalation and do not necessarily constitute an actual reimbursement to Landlord for costs or expenses paid by Landlord with respect to the building.,Rental Escalation Formula,Building Cost Escalation -Coverages and limits of insurance – described premises,Insurance Coverages and Limits,Coverage Options -"Tenant shall not record this Lease or any Memorandum thereof. A breach of this provision shall be a breach of a substantial obligation of this Lease which, at Landlord’s option, shall be a default of this Lease.",No Recording of Lease,No Recordation -"40A. Term of Lease - - - - The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the ""Expiration Date"") (from the Commencement Date to the Expiration Date being the ""Initial Term"", as may be extended pursuant to and in accordance with Section 72 hereof. - - - -41. Escalations - - - - Tenant shall pay, during the term of this Lease, the additional rent provided for in this Article 41. As used herein, the following terms shall have the meanings set forth below: - - - - “Taxes” shall mean the total of all real estate taxes and assessments and special assessments imposed, payable and paid upon the Premises described as the land and building in which the Premises are located including, without limitation, vault taxes, rents or charges, imposed by any Governmental Authority, of which the demised Premises forms a part. If at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions of charges now levied, assessed or imposed on the real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax assessment levy upon the Building, Land Improvements or the Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable, or the part thereof so measured or based shall be deemed to be included within the term ""Taxes"" for the purposes hereof. - - - - ""Escalation Year"" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease. - - - - ""Base Year"" shall mean the twelve month period ending on June 30, 2022. - - - - ""Base Year Taxes"" shall mean the Taxes for the Base Year. - - - - The ""building"" shall mean the land and the building of which the demised Premises forms a part. ""Tenant's Share"" shall mean 35%. - - Tenant shall pay to Landlord, as additional rent, an amount equal to Tenant's Share of the amount by which Taxes for any Escalation Year during the term of this Lease exceed the Base Year Taxes. - - - - Landlord shall submit to Tenant a statement setting forth the computation of the amount of such excess Taxes and Tenant's Share of each thereof including copies of applicable tax bills. Tenant shall pay Tenant's Share of such excess amount of Taxes within ten days after the rendition of such statement which shall separately calculate Tenant’s Share, however, the payment of Tenant's Share shall not be due earlier than 10 days before the corresponding Taxes are due to the taxing authority. - - - - In no event shall the annual fixed rent under this Lease be reduced by virtue of this Article - - 41. The computations under this Article 41 are intended to constitute a formula for an agreed rental escalation and do not necessarily constitute an actual reimbursement to Landlord for costs or expenses paid by Landlord with respect to the building. - - - - - - Upon the date of the expiration of the Lease term or earlier termination of this Lease, a proportionate share of the additional rent payable under this Article 41 for the Escalation Year during which such expiration or termination occurs shall immediately become due and payable by Tenant to Landlord. Said proportionate share shall be based on the length of time that the term of this Lease shall be within such Escalation Year. Promptly after such expiration or termination, Landlord shall compute the additional rent due from Tenant, as aforesaid, which computation shall be an estimate based upon the most recent annual statements theretofore furnished by Landlord to Tenant. Upon written request by Tenant, Landlord shall cause a final statement showing the computation of the actual additional rent due from Tenant for that Escalation Year to be prepared and furnished to Tenant, whereupon any appropriate adjustments of - - - - - - amount owed to Landlord shall be made. The obligations of Tenant to pay additional rent as provided for herein shall survive the expiration of the Lease term or earlier termination of this Lease. If Tenant continues in possession of the Premises after the expiration of the Lease term or earlier termination of this Lease, as a month to month tenant or otherwise, the provisions of this Article 41 shall continue in full force and effect for so long as Tenant remains in possession of the Premises. - - - - The additional rent provided for herein shall be collectible by Landlord in the same manner as the regular installments of fixed rent due under this Lease. Notwithstanding anything set forth elsewhere in this Article or elsewhere in this Lease, no delay or failure by Landlord in preparing or delivering any statement or demand for any additional rent, including but not limited to the statements and/or demands provided for in this Article, shall constitute a waiver of, or impair Landlord's rights to collect, such additional rent. - - - - The billing statements provided by Landlord for the charges due pursuant to this Article 41 shall constitute a final determination as between Landlord and Tenant of the additional rent for the periods represented thereby, unless Tenant within thirty days after they have been furnished shall give a written notice to Landlord that Tenant disputes their accuracy or appropriateness, which written notice shall specify the particular respects in which the statement is inaccurate or inappropriate. Pending the resolution of such dispute, Tenant shall pay the additional rent to Landlord in accordance with the statements furnished by Landlord. - - - - In addition to Taxes as set forth above, Tenant shall pay within ten (10) days after invoice therefor,including copies of applicable bill, an amount equal to Tenant's Share of the amount by which any charges imposed by any Business Improvement District on the Premises or any Escalation Year during the term of this Lease exceed Business Improvement District Charges in the Base Year. - - - -42. Use of Premises - - - - Tenant covenants that Tenant shall use and occupy the Premises solely as a first class high quality café, coffee shop, and restaurant with full table service for all day breakfast, lunch and dinner and other uses incidental thereto, including the sale of liquor with the required license, and for no other purpose unless approved in writing by Landlord at all times. Tenant shall not have the right to operate its business in the Premises except between the hours of 7:00 A.M. through 2:00 A.M. - - - - Tenant shall not knowingly use or occupy or permit the Premises to be used or occupied, nor do or permit anything to be done in or on the Premises, in any manner which in any way will violate any rules and regulations of governmental authorities, any certificate of occupancy affecting the Premises, or make void or voidable any insurance then in force with respect to the Premises. In the event that any governmental authority shall contend or declare by notice of violation or order, or otherwise, that the Premises are being used in a manner in violation of any law, rule or regulation or in violation of any certificate of occupancy, Tenant, within ten days after written notice shall discontinue such use of the Premises, and failure to discontinue such use shall constitute a material default by Tenant hereunder. The statement in this Lease of the nature of Tenant's business shall not be deemed or construed to constitute a representation or warranty by Landlord that such business may be conducted in the Premises or is lawful or permissible under any certificate of occupancy issued for the building. - - - - Tenant shall as its sole responsibility, and at Tenant's sole cost and expense, take all action, including making any required alterations necessary to comply with all Requirements (including, but not limited to, applicable terms of the Americans With Disabilities Act of 1990 (the ""ADA""), as modified and supplemented from time to time, which shall impose any violation, order or duty upon Landlord or Tenant arising from, or in connection with, the Premises, Tenant's occupancy, use or manner of use of the Premises (including, without limitation, any occupancy, use or manner of use that constitutes a ""place of public accommodation"" under the ADA), or any installations in the Premises, or required by reason of a breach of any of Tenant's covenants or agreements under this Lease, whether or not such Requirements shall now be in effect or hereafter enacted or issued, and whether or not any work required shall be ordinary or extraordinary or foreseen or unforeseen at the date hereof. - - - - - - Tenant covenants and agrees that Tenant shall, as its sole responsibility, and at Tenant's sole cost and expense, comply at all times with all Requirements governing the use, generation, storage, treatment and/or disposal of any ""Hazardous Materials"" (as defined below), the presence of which results from or in connection with the act or omission of Tenant or Persons Within Tenant's Control or the breach of this Lease by Tenant or Persons Within Tenant's Control. The term Hazardous Materials shall mean any biologically or chemically active or other toxic or hazardous wastes, pollutants or substances, including, without limitation, asbestos, PCBs, petroleum products and by-products, substances defined or listed as ""hazardous substances"" or ""toxic substances"" or similarly identified in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., and as hazardous wastes under the Resource Conse",Lease Terms,Tax Escalation -"Patient's Dad died of liver cirrhosis at age 57, mom died of heart attack at age 60. She has 6 siblings who most died of cardiac disease. There is no family history of cancer.",Family History of Cardiac Disease,Cause of Death -"42C. Store Front Maintenance - - - - Tenant agrees to wash the storefront, including the bulkhead and security gate, from the top to the ground, monthly or more often as Landlord reasonably requests and make all repairs and replacements as and when deemed necessary by Landlord, to all windows and plate and other glass in or about the Premises and the security gate, if any. In case of any default by Tenant in maintaining the storefront as herein provided, Landlord may do so at its own expense and bill the cost thereof to Tenant as additional rent.",Storefront Maintenance,Store Front Maintenance -"Deluxe property coverage form - additional coverages & coverage extensions - - The Limits of Insurance shown in the left column are included in the coverage form and apply unless a Revised Limit of Insurance or Not Covered is shown in the Revised Limits of Insurance column on the right. The Limits of Insurance apply in any one occurrence unless otherwise stated. - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Accounts Receivable: - - At all described premises - - $50,000 - - In transit or at all undescribed premises - - $25,000 - - Appurtenant Buildings and Structures - - $100,000 - - Claim Data Expense - - $25,000 - - Covered Leasehold Interest – Undamaged Improvements & Betterments - - Lesser of Your Business Personal Property limit or: - - $100,000 - - Debris Removal (additional amount) - - $250,000 - - Deferred Payments - - $25,000 - - Duplicate Electronic Data Processing Data and Media - - $50,000 - - Electronic Data Processing Data and Media - - At all described premises - - $50,000 - - Employee Tools - - In any one occurrence - - $25,000 - - Any one item - - $2,500 - - Expediting Expenses - - $25,000 - - Extra Expense - - $25,000 - - Fine Arts - - At all described premises - - $50,000 - - In transit - - $25,000 - - Fire Department Service Charge - - Included* - - Fire Protective Equipment Discharge - - Included* - - Green Building Alternatives – Increased Cost - - Percentage 1% - - Maximum amount – each building - - $100,000 - - Green Building Reengineering and Recertification Expense - - $25,000 - - Limited Coverage for Fungus, Wet Rot or - - Dry Rot – Annual Aggregate - - $25,000 - - Loss of Master Key - - $25,000 - - Newly Constructed or Acquired Property: - - Buildings - each - - $2,000,000 - - Personal Property at each premises - - $1,000,000 - - • means included in applicable Covered Property Limit of Insurance - - Deluxe property coverage form - additional coverages & coverage extensions - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Non-Owned Detached Trailers - - $25,000 - - Ordinance or Law Coverage - - $250,000 - - $1,000,000 - - Outdoor Property - - $25,000 - - Any one tree, shrub or plant - - $2,500 - - Outside Signs - - At all described premises - - $100,000 - - At all undescribed premises - - $5,000 - - Personal Effects - - $25,000 - - Personal Property At Premises Outside of the Coverage Territory - - $50,000 - - Personal Property In Transit Outside of the Coverage Territory - - $25,000 - - Pollutant Cleanup and Removal – Annual Aggregate - - $100,000 - - Preservation of Property - - Expenses to move and temporarily store property - - $250,000 - - Direct loss or damage to moved property - - Included* - - Reward Coverage - - 25% of covered loss up to a maximum of: - - $25,000 - - Stored Water - - $25,000 - - Theft Damage to Rented Property - - Included* - - Undamaged Parts of Stock in Process - - $50,000 - - Valuable Papers and Records – Cost of Research - - At all described premises - - $50,000 - - In transit or at all undescribed premises - - $25,000 - - Water or Other Substance Loss – Tear Out and Replacement Expense - - Included* - - • means included in applicable Covered Property Limit of Insurance",Property Coverage Details,Forms and Endorsements -The terms “Landlord” and “Owner” shall have the same meaning when used in this Lease.,Landlord and Owner Synonymous,Landlord and Owner Synonymous -"If Client desires changes to the SOW, Client shall submit to Company a written request in accordance with the change order process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Company and the Client. If additional SOW are executed, then Client shall pay Company for all services performed prior to the additional SOW before Company begins work on the new SOW.",Change Order Process,Change Order Process -"If, at any time during the term of this lease, Landlord expends any sum for alterations or improvements to the Building which directly and materially affect the Premsies and are required to be made pursuant to any law, ordinance, or governmental regulation, or any portion of such law, ordinance or governmental regulation, Tenant shall pay to Landlord, as additional rent, the “Tenant’s Share” (as defined in Article 41 of this Lease) of such sum so expended by Landlord, within ten (10) days after demand therefore. If, however, the cost of such alterations or improvements is one which is required to be amortized over a period of time pursuant to applicable governmental regulations, Tenant shall pay to Landlord, as additional rent, during each year in which occurs any part of this Lease term, Tenant’s Share of the reasonable annual amortization of the cost of the alterations or improvements made. For the purposes of this Article, the cost of any alterations or improvements made shall be deemed to include but not be limited to the cost of preparing any necessary plans, permit applications, architects and/or engineer’s fees and expenses, and the fees for filing such plans. (b) The terms and conditions set forth above in this Article shall be in addition to, and not in limitation of, Tenant’s obligations set forth elsewhere in this Lease; and notwithstanding the terms and conditions set forth above in this Article, Tenant shall be obligated to comply with all of the terms and conditions set forth set forth elsewhere in this Lease.",Tenant's Share of Improvements,Alterations and Improvements -"pornographic movie theater or live ""sex show"" theater;",Prohibited Use,No Pornographic Movie Theater -The obligations and restrictions in Section 2 will not apply to any information or materials that:,Exempt Information,Information and Materials Restrictions -TX CHGES - CANCEL & NONREN PROVS PKG POL,TX Changes Cancellation and Non-Renewal,Tax Payments -"Except for the rights granted to the third party Purchaser Indemnitees and Supplier Indemnitees under Section 11, this Agreement is for the sole benefit of the Parties and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable night, benefit or remedy of any nature whatsoever under or by reason of this Agreement.",Beneficiaries,No Third Party Beneficiaries -"The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the ""Expiration Date"") (from the Commencement Date to the Expiration Date being the ""Initial Term"", as may be extended pursuant to and in accordance with Section 72 hereof. - - - -41. Escalations",Lease Term,Escalations -"Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information may cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.",Equitable Relief for Unauthorized Use,Unauthorized Use and Disclosure -"Tenant's requirements. At all times during the term of this Lease, Tenant shall comply with all rules and regulations of governmental authorities and the public utility applicable to service, equipment, wiring and changes in requirements.",Compliance with Government Rules,Governmental Compliance -MUTUAL NON-DISCLOSURE AGREEMENT,Mutual Non-Disclosure Agreement,Mutual Non-Disclosure Agreement -"Nothing in this Lease shall constitute any consent or request by Landlord, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in any fashion that would permit the filing or making of any lien or claim against Landlord, the Premises or the Building. Landlord shall have the right, from time to time, to place upon the Premises in a conspicuous place such sign or other notice as Landlord may deem necessary or appropriate so as to give notice to others of the provisions of the preceding sentence.",No Lien and Landlord Access,No Lien -"Representations and Warranties. - - 8.1 Company’s Representation. Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation. - - 8.2 Client’s Representation. Client represents that any materials provided to Company by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation. - - 8.3 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.",Representations and Warranties,No Warranty -"ARTICLE 16 - - Factoring - - Section 16.1 Carrier shall provide Shipper thirty (30) days prior written notice of any assignment, factoring, or other transfer of its right to receive payments arising under this Agreement and obtain Shipper’s written consent to such assignment, factoring, or other transfer prior to same taking legal effect. Such written notice shall include the name and address of assignee/transferee, date, date assignment is to begin, and terms of the assignment, - - and shall be considered delivered upon receipt of such written notice by Shipper.",Factoring Notice,Assignment of Lease -"(10) business days all POs placed by Purchaser so long as the quantity of Product ordered on such PO for delivery in any month, together with the quantity of all other Product ordered by Purchaser for delivery in such month, does not exceed 150% of the quantity of such Product indicated in the most current rolling forecast for such month. If Supplier fails to provide acceptance of a PO to Purchaser within such ten (10) business day period, Supplier will be deemed to have accepted such PO. - - 5. Warranty",PO Acceptance Period,PO Acceptance Period -"Landlord shall not be held liable for any injury to or death of any person or persons, or injury or damage to merchandise, goods, furniture, fixtures or other property, from theft or accident, or from steam, gas, electricity, water, rain which may seep into, issue or flow from the Building, unless same shall be due to Landlord's gross negligence or willful misconduct.",No Liability for Injury/Damage,No Landlord Liability -"44. Signs And Exterior Appearance - - - - Tenant agrees that all signs, awnings, protective gates, security devices and other installations visible from the exterior of the Premises shall be subject to Landlord's prior written approval, shall be subject to the prior approval of the Landmarks Preservation Commission of the City of New York, if required, and shall not interfere with or block either of the adjacent stores, provided, however, that Landlord shall not unreasonably withhold consent for signs that Tenant desires to install. Tenant agrees that any permitted signs, awnings, protective gates, security devices, and other installations shall be installed at Tenant’s sole cost and expense professionally prepared and dignified and subject to Landlord's prior written approval, which shall not be unreasonably withheld, delayed or conditioned, and subject to such reasonable rules and restrictions as Landlord from time to time may impose. Tenant shall submit to Landlord drawings of the proposed signs and other installations, showing the size, color, illumination and general appearance thereof, together with a statement of the manner in which the same are to be affixed to the Premises. Tenant shall not commence the installation of the proposed signs and other installations unless and until Landlord shall have approved the same in writing. . Tenant shall not install any neon sign. The aforesaid signs shall be used solely for the purpose of identifying Tenant's business. No changes shall be made in the signs and other installations without first obtaining Landlord's prior written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant shall, at its own cost and expense, obtain and exhibit to Landlord such permits or certificates of approval as Tenant may be required to obtain from any and all City, State and other authorities having jurisdiction covering the erection, installation, maintenance or use of said signs or other installations, and Tenant shall maintain the said signs and other installations together with any appurtenances thereto in good order and - - - - - - condition and to the satisfaction of the Landlord and in accordance with any and all orders, regulations, requirements and rules of any public authorities having jurisdiction thereover. Landlord consents to Tenant’s Initial Signage described in annexed Exhibit D. - - - - Upon the expiration or termination of the term of this Lease, the Tenant shall remove all signs and other installations installed by Tenant, if any, at its sole cost and expense and shall, at its sole cost and expense, repair any damage to the Building caused by the installation or removal of any such signs or other installations and restore the Building to a satisfactory condition to make it as if no sign or other installations had been placed thereon. In the event that the Tenant violates any of the provisions of this Article, the Landlord may remove the subject items without any liability to the Tenant and may charge the Tenant all of the Landlord’s costs and expenses incurred in connection with the removal and disposal of such items, and the repair of the part of the Building to which such items were attached. - - - - In order to maintain the highest standards of appearance, character and dignity for the Building, no paper or other signs shall be placed on the windows or exterior of the Premises or shall be placed in the Premises so that they can be seen from the outside of the Premises unless the same are tastefully and professionally prepared and approved by Landlord.",Signage Requirements,Signs and Exterior Appearance -"All, HVAC, and lighting fixtures installed by Tenant in the Premises shall be deemed - - fixtures.",Fixtures Definition,All Fixtures -"If and so long as Tenant shall not have ever been in default in the timely payment of fixed rent or additional rent or the timely performance of any of Tenant’s other obligations under this Lease beyond the time provided in this Lease to cure such default, and so long as Tenant's payments of rent and additional rent are not rejected or returned by a financial institution for insufficient funds more than two times in any 12 month period, Landlord will accept payments due by Tenant hereunder by unendorsed check payable to Landlord or its designated agent, subject to collection and drawn on a bank or trust company that is a member of the New York Clearing House Association. From and after any default by Tenant, and whether or not the same shall be cured, Landlord may at any time thereafter require Tenant to pay the fixed rent and additional rent by unendorsed certified or official bank check payable to Landlord drawn on a bank or trust company that is a member of the New York Clearing House Association.",Acceptance of Payment by Check,Unendorsed Check Payment -"CRIME ADDITIONAL COVERAGE - - DEDUCTIBLE * - - LIMIT OF INSURANCE - - Employee Theft: - - $1,000 - - $10,000 - - Forgery or Alteration: - - $1,000 - - $25,000 - - Theft, Disappearance and Destruction: Inside Premises - - $1,000 - - $20,000 - - Theft, Disappearance and Destruction: Outside Premises - - $1,000 - - $10,000 - - Money Orders and Counterfeit Paper Currency: - - $1,000 - - $25,000",Crime Coverage Details,Crime Coverage Options -DESCRIPTION OF COVERAGE OR PROPERTY,Building Coverage Details,Coverage or Property Description -Newly Constructed or Acquired Property:,Newly Constructed or Acquired Property,Newly Constructed or Acquired Property -"Upon Client's request, Company agrees to deliver to Client a certificate(s) of insurance evidencing the coverage specified in this Section. Such certificate(s) will contain a thirty (30) day prior notice of cancellation provision. Company will be solely responsible for any deductible or self-insurance retentions. Such insurance coverage will be primary and any other valid insurance existing will be in excess of such primary insurance policies. The required insurance coverage and limits of liability set forth above shall not be construed as a limitation or waiver of any potential liability of satisfaction of any indemnification/hold harmless obligation of Company.",Insurance Requirements,Insurance Requirements -"Subject to all of the foregoing provisions hereof, including without limitation, the compliance with Requirements, Tenant shall only be permitted to commence and carry on Tenant’s Alterations provided: (i) Tenant delivers to Landlord not less than three (3) days prior to the commencement of Tenant's Alterations, an endorsement of its liability insurance policy referred to herein, covering and holding Landlord harmless against any and all claims or liability arising out of Tenant’s Alterations; (ii) Tenant delivers to Landlord, not less than five days prior to the commencement of Tenant's Alterations, sufficient proof that Tenant's contractors maintain workers compensation insurance to cover all persons engaged in Tenant's Alterations; and (iii) Landlord is reasonably satisfied that Tenant's contractors will perform Tenant's Alterations in a first-class workman-like manner, using all first-class materials.",Liability Insurance and Workers Comp Requirements,Alterations Requirements -Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party.,Intellectual Property Ownership,Intellectual Property -"CRIME ADDITIONAL COVERAGE - - DEDUCTIBLE * - - LIMIT OF INSURANCE - - Employee Theft: - - $1,000 - - $10,000 - - Forgery or Alteration: - - $1,000 - - $25,000 - - Theft, Disappearance and Destruction: Inside Premises - - $1,000 - - $20,000 - - Theft, Disappearance and Destruction: Outside Premises - - $1,000 - - $10,000 - - Money Orders and Counterfeit Paper Currency: - - $1,000 - - $25,000 - - • If no deductible is shown, the Deductible that otherwise applies to loss under the Deluxe Property Coverage Form shall apply. Employee Benefit Plans, if any, included as Insured under the Employee Theft Crime Additional Benefit Coverage: - - PROTECTIVE SAFEGUARDS DX T3 41 - - LOCATION - - DESCRIPTION - - SYMBOL - - 2TX 002 002 HOUSTON - - P-1 - - 2TX 003 003 HOUSTON - - P-1 - - 2TX 005 007 HOUSTON - - P-1 - - 2TX 007 010 HOUSTON - - P-1 - - 2TX 008 011 HOUSTON - - P-1 - - 2TX 013 019 SPRING - - P-1 - - Deductibles: By Earthquake - - PERCENTAGE - - OCCURENCE - - 01. in any one occurrence, at the following Building(s) numbered: - - 002-019 - - $50,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises loca ions. - - By Flood - - OCCURENCE - - 01. At each of the following Building(s) numbered: - - 007-013,018 - - in any one occurrence - - $100,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations. - - 02. At each of the following Building(s) numbered: - - 002-006,014-015 - - in any one occurrence - - $50,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations. - - 03. At each of the following Building(s) numbered: - - 016-017,019 - - in any one occurrence - - $25,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations.",Employee Theft Coverage,Crime Coverage -"The provisions of this rider are hereby incorporated into and made a part of the Lease dated as of October 15, 2021 between BIRCH STREET, LLC, having an address at c/o Birch Palace, 6 Grace Avenue Suite 200, Great Neck, New York 11021 (""Landlord""), and Trutone Lane LLC, having an address at 4 Pearl Street, New York, New York 10012 (""Tenant"") of Premises known as the ground floor space and lower level space, as per floor plan annexed hereto and made a part hereof as Exhibit A (“Premises”) at 4 Pearl Street, New York, New York 10012 in the City of New York, Borough of Manhattan, to which this rider is annexed. If there is any conflict between the provisions of this rider and the remainder of this Lease, the provisions of this rider shall govern. - - - -40. Rent - - - - - - Tenant covenants to pay to Landlord as a net minimum rent (the ""fixed rent"") during the term of this Lease for the Premises as follows: - - - - FIXED RENT: - - - -TERM - -YEAR - - - - PERIOD - - MONTHLY - - RENT - - ANNUAL - - RENT - -First - -3/15/21 To 2/28/23 - - $26,000.00 - -$312,000.00 - -Second - -3/01/23 To 2/28/24 - - $26,000.00 - -$312,000.00 - -Third - -3/01/24 To 2/28/25 - - $26,000.00 - -$312,000.00 - -Fourth - -3/01/25 To 2/28/26 - - $26,780.00 - -$321,360.00 - -Fifth - -3/01/26 To 2/28/27 - - $27,583.40 - -$331,000.80 - -Sixth - -3/01/27 To 2/28/28 - - $28,410.90 - -$340,930.80 - -Seventh - -3/01/28 To 2/28/29 - - $29,263.23 - -$351,158.76 - -Eighth - -3/01/29 To 2/28/30 - - $30,141.13 - -$361,693.56 - -Ninth - -3/01/30 To 2/28/31 - - $31,045.36 - -$372,544.32 - -Tenth - -3/01/31 To 3/31/32 - - $31,976.72 - -$383,720.64 - - - - The fixed rent shall be payable in advance on the first day of each calendar month commencing five months following the Commencement Date (the “Rent Commencement Date’) . Provided Tenant is not in default under any term of this Lease Tenant shall receive a rent credit for (i)) one-half of the monthly fixed rent due ($13,000.00) for the sixth month following the Commencement Date; (ii) one- half of the monthly fixed rent due ($13,000.00) for the seventh month following the Commencement Date; - - (iii) one-half of the monthly fixed rent due ($13,000.00) for the eighteenth month following the Commencement Date; and (iv) one-half of the monthly fixed rent due ($13,000.00) for the nineteenth month following the Commencement Date. - - - - At execution of this Lease, Tenant shall pay to Landlord by separate bank checks (i) the amount of $26,000.00 toward fixed rent for for the seventh month following the Commencement Date and - - (ii) the amount of $78,000.00 representing the security deposit. - - - - Tenant also covenants to pay, from time to time as provided in this Lease, as additional rent: all other amounts and obligations which Tenant assumes or agrees to pay under this Lease; a “Late Charge” equal to five percent (5%) of the overdue payment of any item of fixed or additional rent not paid within ten (10) days after the date when due (or, if a demand therefor is required by the provisions of this Lease, within ten (10) days after the date of such demand), which Late Charge shall be payable as additional rent. In the event of any failure on the part of Tenant to pay any additional rent, Landlord shall have all the rights, powers and remedies provided for in this Lease, at law, in equity or otherwise, in the case of nonpayment of fixed rent. Nothing herein shall be construed to extend the due dates of Tenant's payments under this Lease, or to waive any rights or remedies of Landlord in the event of Tenant's late payment. Tenant's obligations to pay fixed rent and additional rent shall survive the expiration of the Lease term or earlier termination of this Lease. - - - - - - The provisions of this Article are in addition to all other rights or remedies available to Landlord for nonpayment of fixed rent or additional rent under this Lease and at law and in equity. Tenant further agrees that the Late Charge imposed is fair and reasonable, complies with all laws, regulations and statutes, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of rent to Landlord by Tenant. Tenant further agrees that the Late Charge assessed pursuant to this Lease is not interest and the Late Charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant or a penalty of any kind. It is understood that said late charge is directly related to Landlord’s actual costs and expenses incurred as a result of late payment. - - - - All fixed rent and additional rent (collectively hereinafter referred to as ""rent"") shall be paid in such coin or currency (or, subject to collection, by good check payable in such coin or currency) of the United States of America as at the time shall be legal tender for the payment of public and private debts, at the office of Landlord as set forth above, or at such place and to such person as Landlord from time to time may designate. - - - - All rent shall be paid to Landlord without notice, demand, counterclaim, setoff, deduction or defense, and nothing shall suspend, defer, diminish, abate, or reduce any rent, except as otherwise specifically provided in this Lease or by law. - - - - Tenant shall make all rental payments in full. Payment or receipt of a rental payment of less than the amount stated in this Lease shall be deemed to be nothing more than partial payment on account. Under no circumstances shall Landlord’s acceptance of a partial payment constitute accord and satisfaction. Nor will Landlord’s acceptance of a partial payment forfeit Landlord’s right to collect the balance due on the account, together with applicable late charges and interest despite any endorsement, stipulation, or other statement on any check. - - - - Landlord may accept any partial payment check with any conditional endorsement without prejudice to its right to recover the balance remaining due, or to pursue any other remedy available under this Lease, law or equity. - - - - Landlord in its sole discretion may allocate without prejudice any payment in whole or in part to any due item of fixed rent, additional rent and/or any other charges or to any combination thereof. - - - - If Landlord commences any action or proceeding against Tenant, or if Landlord is required to defend any action or proceeding commenced by Tenant, in connection with this lease or the Premises, and Landlord shall be the prevailing party in any such action for proceeding, Landlord shall be entitled to recover from Tenant in such action or proceeding, or a subsequently commenced action or proceeding, Landlord's reasonable attorneys' fees, costs and disbursements and all applicable interest thereon at the statutory rate incurred in connection with such action or proceeding and any appeals, including but not limited to fees on fees incurred to collect said monies. - - - - Landlord’s failure during the Lease term to prepare and deliver any of the statements, notices, or bills for rent and/or additional rent or Landlord’s failure to make a demand, shall not in any way cause Landlord to forfeit or surrender its rights to collect any of the items of rent and/or additional rent that may have become due during the term of this Lease. Tenant’s liability for all such amounts due under this Lease shall survive the expiration of the Term. Nevertheless, any sums due under the Lease must be claimed within two years of when due or within one year from expiration of the Lease. - - - -40A. Term of Lease - - - - The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the ""Expiration Date"") (from the Commencement Date to the Expiration Date being the ""Initial Term"", as may be extended pursuant to and in accordance with Section 72 hereof. - - - -41. Escalations - - - - Tenant shall pay, during the term of this Lease, the additional rent provided for in this Article 41. As used herein, the following terms shall have the meanings set forth below: - - - - “Taxes” shall mean the total of all real estate taxes and assessments and special assessments imposed, payable and paid upon the Premises described as the land and building in which the Premises are located including, without limitation, vault taxes, rents or charges, imposed by any Governmental Authority, of which the demised Premises forms a part. If at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions of charges now levied, assessed or imposed on the real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax assessment levy upon the Building, Land Improvements or the Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable, or the part thereof so measured or based shall be deemed to be included within the term ""Taxes"" for the purposes hereof. - - - - ""Escalation Year"" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease. - - - - ""Base Year"" shall mean the twelve month period ending on June 30, 2022. - - - - ""Base Year Taxes"" shall mean the Taxes for the Base Year. - - - - The ""building"" shall mean the land and the building of which the demised Premises forms a part. ""Tenant's Share"" shall mean 35%. - - Tenant shall pay to Landlord, as additional rent, an amount equal to Tenant's Share of the amount by which Taxes for any Escalation Year duri",Rent Schedule,Fixed Rent -TX CHANGES-EMPL-RELATED PRACTICES EXCL,TX Changes,Employment Related Practices Exclusion -No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”.,No Warranty Provided,No Warranty -"Tenant, at its sole cost and expense, shall maintain and make all necessary repairs to, and any necessary replacement of, any grease trap and drain in the Premises; and Tenant, at its sole cost and expense, shall at all times keep any grease trap and drain in the Premises clean and free from blockages and backups.",Grease Trap and Drain Maintenance,Grease Trap Maintenance -In transit or at all undescribed premises,In-Transit Locations,Notices and Communication -"Note: It is the agent’s or broker’s responsibility to comply with any applicable laws regarding disclosure to the policyholder of commission or other compensation we pay, if any, in connection with this policy or program. - - * Commission percentage displayed does not apply to any North Carolina Reinsurance Facility loss recoupment surcharge amounts included in the liability premium of the Commercial Auto Policy, if applicable.",Commission Disclosure,Commission and Fee Payments -"Landlord, its agents, servants, employees, licensees, invitees, and contractors during the last year of the term of this Lease at any and all times during regular business hours, after 24 hour notice to tenant, to pass and repass on and through the Premises, or such portion thereof as may be necessary, in order that they or any of them may gain access to the Premises for the purpose of showing the Premises to potential new tenants or real estate brokers. In addition, Landlord shall be entitled to place a ""FOR RENT"" or ""FOR LEASE"" sign (not exceeding 8.5” x 11”) in the front window of the Premises during the last six months of the term of this Lease.",Showing and Signage Requirements,Showing and Signage -"All insurance maintained by Tenant pursuant to this Article shall name Landlord and Landlord’s managing agent as additional insureds and shall name Tenant as the insured, shall provide that any loss shall be payable notwithstanding any act or failure to act or negligence of Landlord, Tenant or any other person, shall provide that no cancellation, reduction in amount, or material change in coverage thereof will be effective until at least thirty days after mailing by the insurer to Landlord of written notice thereof, and shall be satisfactory to Landlord, acting reasonably, in all other respects. All insurance provided for herein shall be obtained under valid and enforceable policies, issued by financially sound and responsible insurance companies authorized, licensed and admitted to do business in the state in which the Premises and building are located and reasonably approved by Landlord. The insurance companies must have a general policy rating of A or better and a financial class of IX or better by AM Best Co., Inc.",Tenant Insurance Requirements,Tenant Insurance Requirements -"(e) ""Know-How"" includes all technology, source code, object code, local area network manager code, technical information, procedures, processes, trade secrets, methods, practices, techniques, information, logic/flow charts, sketches, drawings, Specifications, application and modification manuals and data relating to the design, manufacture, production, inspection, and testing of the Software, which are from time to time in Licensor's possession;",Definition of Know-How,Know-How Definition -Valuable Papers and Records – Cost of Research,Valuable Papers Coverage,Research Costs -"Electronic vandalism Limitation Endorsement DX T3 98 - - ELECTRONIC VANDALISM - - LIMIT OF INSURANCE - - Aggregate in any 12 month period of this policy: - - $10,000",Electronic Vandalism Limit,Electronic Vandalism Limitation Endorsement -"Insurance applies on a BLANKET basis only to a coverage or type of property for which a Limit of Insurance is shown below, and then only at the premises locations for which a value for such coverage or property is shown on the Statement of Values dated 6/24/2021 , or subsequently reported to and insured by us. For Insurance that applies to a specific premises location see Deluxe Property Coverage Part Schedule - Specific Limits - - BLANKET DESCRIPTION OF COVERAGE OR PROPERTY - - LIMITS OF INSURANCE - - Buildings - - $111,158,795",Blanket Property Coverage Limits,Building Coverage Limits -"InsuranceA Risk Control: Our Expertise is Your Advantage - - InsuranceA Risk Control is an innovative provider of cost-effective risk management services and products. As one of the largest Risk Control departments in the industry, our scale allows the right resource at the right time to meet customer needs. For over 110 years, our loss prevention professionals have assisted agents, brokers and customers across the country and around the world. - - https://www.InsuranceA.com/risk-control",Risk Management Services,Insurance Coverage Details -"Patient lives in with daughter (919) _ . Patient does all ADLs and IADLs with no/little assistance. She does own finances and drives. Patient has 4 daughters that all live in the area. Patient does not use tobacco, alcohol, illicit drugs.",Living Arrangements,Living Arrangements -Personal Property In Transit Outside of the Coverage Territory,International Property Transit,Personal Property In Transit -"45. Condition Of Premises/Landlord’s Work - - - - Landlord shall at all times and at Landlord’s expense, maintain a certificate of occupancy (permanent or temporary), permitting Tenant’s Use of the Premises. Subject to the foregoing, Landlord represents the existing Temporary Certificate of Occupancy covering the premises is annexed as Exhibit - - C. Tenant has examined and inspected the Premises. Tenant agrees to accept possession of the Premises ""AS IS"", except as expressly provided herein, Landlord shall not be responsible for making any improvements, alterations, or repairs therein or for spending any other money to prepare the Premises for Tenant's occupancy, except as expressly provided herein. Neither Landlord nor any employee or agent of Landlord have made any representation or promise with respect to the Premises except as expressly set forth herein. Landlord shall deliver the Premises on the Commencement Date free and clear of any Hazardous Materials (defined in paragraph 42 of the Lease) and without any construction liens that would materially interfere with, delay or prevent Tenant’s Initial Alterations. On or before the Commencement Date, Landlord shall deliver the ACP-5 Certificate.",As-Is Condition Delivery,Casualty Damage and Restoration -"Tenant shall at all times make its best efforts to disperse its customers and limit the number of its customers smoking in front of the Premises to no more than three persons at any one time, including but not limited to directing its customers to leave the area in front of the Premises when the Premises is at its full legal capacity. Tenant shall also take appropriate measures concerning its customers who congregate outside the Premises to encourage such customers to remain reasonably quiet and respectful.",Limit Smoking and Congregating,Smoking Restrictions -"The following factors, most of which are beyond our control, will influence the market price of the notes: - -  economic, military, financial, regulatory, political, terrorist and other events that affect securities generally; - -  interest and yield rates in the market; - -  the time remaining until a note matures; and - -  our creditworthiness. As a result of these and other factors, if you sell your note prior to maturity, you may receive less than the accreted value of your note. Moreover, these factors interrelate in complex ways, and the effect of one factor may offset or enhance the effect of another factor.",Factors Affecting Market Price,Risk Factors -"Abdomen - Normal bowel sounds, abdomen soft and nontender Genito Urinary – Genital exam not performed since complaints not related. Rectal – Rectal exam not performed since no symptoms indicated blood loss. Extremeties - No edema, cyanosis or clubbing Musculo Skeletal - 5/5 strength, normal range of motion, no swollen or erythematous",Abdomen and Musculo Skeletal Exam,Neurological and Musculoskeletal Exam Findings -"We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this offering circular. Neither this offering circular nor any pricing supplement constitutes an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation in that jurisdiction. Neither the delivery of this offering circular, any pricing supplement nor any sale made pursuant to those documents, shall, under any circumstances, create any implication that there has been no change in the affairs of The Goldman Sachs Group, Inc. since the date of the document or that the information contained within the documents is correct as of any time subsequent to its date.",No Representations or Warranties,No Authorization -"3. - -Fees and Terms. - - Fixed Price: $374,000 - - Start Date: 03/15/2021 - - End Date: 07/01/2021",Fee and Term Dates,Fee and Payment Terms -"DESCRIPTION - - FORM NUMBER - - NUCLEAR ENERGY LIABILITY EXCLUSION - - IL 00 21 09 08 - - TEXAS CHANGES - DUTIES - - IL 01 68 03 12 - - TX CHGES - CANCEL & NONREN PROVS PKG POL - - IL F0 19 11 18 - - COMMON DEC - - IL T0 02 11 89 - - LOCATION SCHEDULE - - IL T0 03 04 96 - - POLICY JACKET - EXECUTION CLAUSE - - IL T0 15 01 04 - - COMMON POLICY CONDITIONS-DELUXE - - IL T3 18 05 11 - - FED TERRORISM RISK INS ACT DISCLOSURE - - IL T3 68 01 21 - - AMNDT COMMON POLICY COND-PROHIBITED COVG - - IL T4 12 03 15 - - CAP ON LOSSES FROM CERT ACTS OF TERRORIS - - IL T4 14 01 21 - - ADDITIONAL BENEFITS - - IL T4 27 06 19 - - PROTECTION OF PROPERTY - - IL T4 40 10 20 - - NAMED INSURED ENDORSEMENT - - IL T8 00 01 00 - - NOTICE-INFORMATION OR COMPLAINTS-TEXAS - - PN T0 22 12 19 - - FLOOD POLICYHOLDER NOTICE - - PN T0 53 12 13 - - LOSS CONTROL SERVICES (TEXAS) - - PN T2 27 06 19 - - NOTICE INDEPENDENT AGENT AND BROKER COMP - - PN T4 54 01 08 - - IMP NOTICE-PERIOD TO FILE CLAIM-TX CAT - - PN T9 70 03 13 - - IMPT NOTICE - FLOOD - TX - - PN U3 53 06 19",Insurance Forms and Endorsements,Endorsement Options -"Except as provided herein, Tenant shall not be entitled to make any structural alterations of or additions to the Premises or any alterations, additions or changes whatsoever to the exterior of the Premises without the prior written consent of Landlord in each instance, which consent Landlord may withhold or condition unreasonably or for any reason or for no reason; and, except as provided herein , and excepting purely cosmetic changes or additions up to an amount of $20,000, Tenant shall not be entitled to make any non-structural alterations of or additions to the Premises without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, delayed or conditioned. (Any alterations to the Premises made by Tenant shall hereinafter be referred to as ""Tenant's Alterations""). - - - - In granting its consent to any Tenant's Alterations as defined in this Article, Landlord may impose such reasonable conditions (including completion, payment, restoration and if Tenant's Alterations are reasonably expected to cost in excess of $25,000, a requirement that Tenant either post a bond to insure the completion of and payment for Tenant's Alterations or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free) as Landlord may reasonably require. In no event shall Landlord be required to consent to any Tenant's Alterations which would physically affect any part of the Building outside of the Premises or would adversely affect the proper functioning of the mechanical, electrical, sanitary or other service systems of the Building. At the time Tenant requests Landlord's written consent to Tenant’s Alterations, Tenant shall deliver to Landlord detailed plans and specifications therefor. Tenant shall pay to Landlord any reasonable fees or expenses in connection with Tenant's Alterations incurred by Landlord in connection with Landlord's submitting such plans and specifications, if it so chooses, to an architect or engineer selected by Landlord for review or examination. Tenant shall pay to Landlord the minimum sum of $750.00 to reimburse Landlord for the administrative costs of initial review and processing of proposed Tenant’s Alterations plans and specifications, in each instance; and if, in connection therewith, Landlord incurs expenses in excess of said $750.00 amount, then Tenant shall pay Landlord the amount of such excess fees as additional rent within ten (10) days of Landlord’s submission to Tenant of bills for same. Landlord's approval of any plans or specifications does not relieve Tenant from the responsibility for the legal sufficiency and technical competency thereof. Before commencement of any Tenant’s Alterations, (a) Tenant shall obtain the necessary consents, authorizations and licenses from all federal, state and/or municipal authorities having jurisdiction over such work, and (b) Tenant shall provide Landlord with a bond insuring Landlord against non-payment for any work to be performed by Tenant or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free. Notwithstanding the foregoing, solely in connection with Tenant’s Initial Alterations (defined below), Tenant shall not be required to pay Landlord or its designee for Landlord’s review of Tenant’s Initial Alterations plans or Landlord’s supervision, if any, or any other Landlord out-of-pocket cost of Tenant’s Initial Alterations or post a bond to insure the completion of and payment for Tenant's Alterations. “Initial Alterations” shall refer to the alterations made to the Premises by Tenant as part of, and as approved by Landlord as, Tenant’s initial build-out of the Premises prior to commencement of operations by Tenant. Landlord consents to Tenant’s Initial Alterations described on annexed Exhibit D. Tenant agrees to indemnify and save Landlord harmless from and against any and all bills for labor performed and equipment, fixtures and materials furnished to Tenant and applicable sales taxes thereon as required by New York law and from and against any and all liens, bills or claims therefor or against the Premises or the Building and from and against all losses, damages, costs, expenses, suits, and claims whatsoever in connection with Tenant’s Alterations. - - - - Tenant, at its expense, shall cause any Tenant’s Alterations consented to by Landlord to be performed in compliance with all applicable requirements of insurance bodies having jurisdiction and in such manner as not to interfere with, delay or impose any additional expense upon the Landlord in the maintenance or operation of the Building. - - - - If the performance of Tenant’s Alterations shall interfere with the comfort and/or convenience of other tenants in the Building or shall cause damage to or otherwise interfere with the - - - - - - occupancy of adjacent Buildings, Tenant shall upon Landlord's demand remedy or remove the condition or conditions complained of. Tenant further covenants and agrees to save Landlord harmless from and against any and all claims, losses, damages, costs, expenses including attorneys’ fees and disbursements, suits and demands whatsoever made or asserted against Landlord by reason of the foregoing. - - - - Tenant’s Alterations may be performed only from Monday through Friday and only during the hours from 9:00 A.M. to 5:00 P.M. and at no other times. - - - - Promptly after the completion of any Tenant’s Alterations, Tenant shall furnish to Landlord a complete set of ""as-built"" plans and specifications. - - - - Tenant agrees that any exercise of its rights pursuant to this Lease shall not be done in a manner that would: (a) create any work stoppage, picketing, labor disruption, or dispute; (b) materially interfere with the business of Landlord or any tenant or occupant of the Building. In the event of the occurrence of any condition described above arising from Tenant's exercise of any of its rights pursuant to this Lease, Tenant shall, immediately upon notice from Landlord, cease the manner of exercise of such right giving rise to such condition. In the event that Tenant fails to cease the manner of exercise of its rights as aforesaid, Landlord, in addition to any rights available to it under this lease and pursuant to law, shall have the right to injunction without further notice. - - - - Promptly following the completion of all of Tenant’s Alterations, and as soon as reasonably feasible, Tenant shall obtain and furnish to Landlord all appropriate certifications, including but not limited to a New York City Department of Buildings Letter of Completion, from all authorities having jurisdiction to the effect that all Tenant’s Alterations have been performed and completed in accordance with Tenant's Plans and with all Requirements, and Tenant shall close out all permits and obtain all final sign-offs. In the event that Tenant fails to comply with the terms of this paragraph within 90 days after the completion of Tenant’s Alterations, then in that event, Landlord may, but is not required to, take such steps as are commercially reasonable to close out all permits, obtain final sign-offs and a Letter of Completion and otherwise act to cause Tenant’s obligations under this paragraph to be satisfied and thereupon Tenant shall reimburse Landlord for all costs and fees incurred by Landlord in connection therewith as additional rent within 15 days of demand by Landlord for payment. - - - - Subject to all of the foregoing provisions hereof, including without limitation, the compliance with Requirements, Tenant shall only be permitted to commence and carry on Tenant’s Alterations provided: (i) Tenant delivers to Landlord not less than three (3) days prior to the commencement of Tenant's Alterations, an endorsement of its liability insurance policy referred to herein, covering and holding Landlord harmless against any and all claims or liability arising out of Tenant’s Alterations; (ii) Tenant delivers to Landlord, not less than five days prior to the commencement of Tenant's Alterations, sufficient proof that Tenant's contractors maintain workers compensation insurance to cover all persons engaged in Tenant's Alterations; and (iii) Landlord is reasonably satisfied that Tenant's contractors will perform Tenant's Alterations in a first-class workman-like manner, using all first-class materials. - - - - If Tenant is unable to obtain a permit for its Initial Alterations and/or a required permit or license to operate Tenant’s business due to any act or omission of Landlord's or due to a condition or violation arising prior to delivery of possession of the Demised Premises to Tenant (hereinafter collectively called ""Pre-existing Conditions""), Landlord shall use best efforts to promptly correct such condition, and the time which expires until such condition is corrected and Tenant is notified of same shall be added on so that the Rent Commencement Date shall be deferred because of such Pre-existing Conditions.",Tenant Alterations Consent,Alterations and Restoration -"Tenant shall, at its sole cost and expense, keep the sidewalk in front of the Premises 18 inches into the street from the curb clean free of garbage, waste, refuse, excess water, snow, and ice and Tenant shall pay, as additional rent, any fine, cost, or expense caused by Tenant's failure to do so. In the event Tenant operates a sidewalk café, Tenant shall, at its sole cost and expense, maintain, repair, and replace as necessary, the sidewalk in front of the Premises and the metal trapdoor leading to the basement of the Premises, if any. Tenant shall post warning signs and cones on all sides of any side door when in use and attach a safety bar across any such door at all times when open.",Sidewalk Maintenance,Maintenance and Repair Requirements -"To the maximum extent permitted by applicable law, during the Term of this Agreement and for a period of one (1) year thereafter, Caleb Divine may not market software products or do business that directly or indirectly competes with Docugami software products.",Non-Compete Clause,Competition Restriction -"8. Term. This Agreement will remain in effect for a period of seven (7) years from the date of last disclosure of Confidential Information by either party, at which time it will terminate.",Agreement Term,Termination Clause -"[40] in the opinion of the investigator or sponsor, are unsuitable for inclusion in the study.",Ineligible Participants,Study Exclusion Criteria -"Forecasts; Order Acceptance. - - (1) Notwithstanding anything in this Agreement to the contrary, under no circumstances shall Supplier be obligated to supply Purchaser with more than (1) 120,000 units of LeverCross Product during any twelve - - (12) month period or more than 8,000 units of LeverCross Product during any one (1) month period, or (11) 20,000 units of NanoCross Product during any twelve (12) month period or more than 3,500 units of NanoCross Product during any one (1) month period, in each case unless Supplier agrees in writing to supply such",Order Limitations,Product Quantity Limits -"Without limiting Landlord's rights under the foregoing paragraph of this Article, Tenant covenants and agrees that, provided notice of renewal has not been given under Article 72, it will permit",Renewal Permission,Renewal Notice Requirements -"Deluxe property coverage part schedule - specific limits - described premises - - Insurance applies only to a premises location and building number and to a coverage or type of property for which a Specific Limit of Insurance is shown on schedule.",Property Coverage Schedule,Insurance Coverage -Hold all oral home meds and keep patient NPO until airway swelling is reduced and patient can swallow easily,Medication Restrictions,Study Objectives -Water or Other Substance Loss – Tear Out and Replacement Expense,Water Loss Tear Out,Water or Other Substance Loss -"Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.",Excess Liability Coverage,Excess Liability Coverage -such additional air purifying equipment as may be necessary to accomplish the purposes and intent of this Article.,Air Purification Requirements,Air Purification Requirements -Personal Property at Undescribed Premises,Personal Property Location,Personal Property at Undescribed Premises -The rights granted to Tenant under this article are personal to the original named Tenant in this Lease and any Permitted Assignee and may not be assigned or exercised by anyone other than such Tenant or a Permitted Assignee and only while such Tenant or Permitted Transferee is in possession of the entire Premises.,Assignment Rights,Assignment of Rights -"(iv) Place a load on any floor in the Demised Premises, exceeding the floor load per square foot which such floor was designed to carry, or install, operate or maintain therein any heavy item of equipment except in such manner as to achieve a proper distribution of the weight; or",Floor Load Limit,No Landlord Obligation -"Benefit/Risk Assessment - - This study will not offer any direct benefits to the patients participating in the study. The data from previous studies in healthy patients and patients with T1DM and T2DM have shown that LY900014 was well tolerated and the adverse drug reactions are in keeping with those reported for Humalog. - - Potential risks associated with LY900014, derived from the known risks of insulin lispro (Humalog), are hypoglycemia, hypersensitivity reactions (localized allergy and/or systemic allergy), undesirable effects at the injection site (injection-site reactions and lipodystrophy), and peripheral edema (Humalog package insert, 2015).",Risks & Benefits,Risk/Benefit Assessment -"On November 28,, 2007, at 1800 UTC, a Cirrus Design Corporation SR-20, N141CD, serial number 1032, while on approach for landing at Jaleg, Schleswig-Holsteinschen, Germany, struck power lines and subsequently impacted terrain. The airplane was destroyed and the private pilot, the sole person on board the airplane, was fatally injured. Instrument meteorological conditions prevailed at the time of the accident. The cross-country ferry flight originated in the Netherlands and was en route to Sylt, Germany.",Accident Summary,Accident Details -"Conduct a one-week Discovery session with Quick to understand needs, identify stakeholders and research areas.",Discovery Session,Research Plan -"No party hereunder and no party referred to herein shall be exculpated from its own negligence or the negligence of its own employees or from any breach of its obligations under this lease (except, in either case, to the extent damages and injuries therefrom are covered by insurance actually maintained by any party, or, with respect to Landlord, that Tenant shall then be required to maintain hereunder), and no provision in this lease shall be so construed).",No Exculpation for Negligence,No Exculpation -"Deluxe Property Coverage Part Schedule – Specific Limits - - PREM - - BUILDING - - DESCRIPTION OF COVERAGE OR PROPERTY - - LIMITS OF INSURANCE - - 3 - - 3 - - Buildings - - $10,605,715 - - 3 - - 4 - - Buildings - - $1,500,000 - - 4 - - 5 - - Your Business Personal Property - - $25,000 - - 9 - - 14 - - Your Business Personal Property - - $100,000 - - 10 - - 16 - - Your Business Personal Property - - $25,000 - - 12 - - 18 - - Your Business Personal Property - - $25,000 - - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - TX - - 5/7 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 95,583 - - 52.752 - - $5,042 - - TX - - 6/8 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 93,311 - - 52.752 - - $4,922 - - TX - - 6/9 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 22,445 - - 18.168 - - $408 - - TX - - 7/10 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 70,000 - - 52.752 - - $3,693 - - TX - - 8/11 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 1,447 - - 52.752 - - $76 - - TX - - 8/12 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 134,524 - - 18.168 - - $2,444 - - TX - - 8/13 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 138,000 - - 52.752 - - $7,280 - - TX - - 9/14 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 122,000 - - 52.752 - - $6,436 - - TX - - 9/15 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 100,400 - - 18.168 - - $1,824 - - TX - - 10/16 - - 61217 - - BUILDINGS OR PREMISES - - - Prem/Ops. - - 83,940 - - 43.485 - - $3,650 - - BANK OR OFFICE - - - TX - - 11/17 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 36,691 - - 43.485 - - $1,596 - - TX - - 12/18 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 150,000 - - 18.168 - - $2,725 - - TX - - 12/18 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 112,772 - - 52.752 - - $5,949 - - TX - - 13/19 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 47,000 - - 52.752 - - $2,479 - - TX - - 14/20 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 36,691 - - 52.752 - - $1,936",Property Coverage Limits,Building and Premises Coverage -Appurtenant Buildings and Structures,Appurtenant Buildings and Structures,Appurtenant Buildings and Structures -Aircraft and Owner/Operator Information,Aircraft and Owner/Operator Information,Aircraft and Owner/Operator Information -"1. Definitions. In this Agreement the following words and phrases shall have the following respective meanings, unless the context otherwise requires:",Definitions,Definitions -"The fixed rent shall be payable in advance on the first day of each calendar month commencing five months following the Commencement Date (the “Rent Commencement Date’) . Provided Tenant is not in default under any term of this Lease Tenant shall receive a rent credit for (i)) one-half of the monthly fixed rent due ($13,000.00) for the sixth month following the Commencement Date; (ii) one- half of the monthly fixed rent due ($13,000.00) for the seventh month following the Commencement Date;",Rent Credit Schedule,Fixed Rent Payment and Credit -"The failure of Landlord to insist upon a strict performance of any term, covenant or condition herein shall not be deemed a waiver of any rights or remedies that Landlord may have or a waiver of any subsequent breach or default. - - - - If any provision of this Lease shall be unenforceable or invalid, such unenforceability or invalidity shall not affect any other provision of this Lease. - - - - The submission of this Lease to Tenant shall not be construed to impose any right or obligations on either party or as an offer or option, and Tenant shall not have any rights hereunder unless and until Landlord shall execute the Lease and deliver a signed original to the Tenant. - - - - The terms “Landlord” and “Owner” shall have the same meaning when used in this Lease. - - - - Notwithstanding anything to the contrary contained in any portion of this Lease, Landlord shall have no obligation to Tenant to supply any service or perform any act. Landlord shall not supply heat and shall not supply air conditioning to the Premises. - - - - Tenant shall not record this Lease or any Memorandum thereof. A breach of this provision shall be a breach of a substantial obligation of this Lease which, at Landlord’s option, shall be a default of this Lease. - - - - All of the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant in the Premises and all persons claiming by, through or under Tenant which, during the continuance of this Agreement or any occupancy of the Premises by Tenant shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be injured, destroyed, or damaged by fire, water or otherwise, or by the leakage or bursting of water pipes, steam pipes, or other pipes, or by theft or from any other cause, no part of said loss or damage is to be charged to or borne by Landlord, except for intentional acts or negligence of Landlord. - - - - All, HVAC, and lighting fixtures installed by Tenant in the Premises shall be deemed - - fixtures. - - - - Tenant shall, at its sole cost and expense, maintain and promptly make all repairs and replacements, structural or otherwise, ordinary and extraordinary, to all of the furnishings, fixtures, kitchen equipment, all other equipment, effects and property of every kind, nature and description located in the premises. - - - - Tenant acknowledges that Landlord shall have no obligation to provide any security services for the Premises or the Building. Tenant acknowledges that it has been advised that the Building is designated a Landmark and is subject to review of the Landmarks Preservation Commission. - - - - Tenant shall not use any elevator of the building for any purpose whatsoever. - - - - Landlord shall be entitled, without any reduction in Tenant's rent, to erect any bridge scaffolding in front of the Premises in connection with alterations or repairs to the building of which the Premises forms a part, or the sidewalk serving the Premises; provided, however, that Landlord shall give Tenant thirty (30) days notice before Landlord erects any such bridge scaffolding and proceed with reasonable diligence to prosecute to completion of the alteration or repairs necessitating such bridge scaffolding. Landlord represents that as of the effective date there is (a) no intention to erect bridge scaffolding and (b) is without actual knowledge of any condition or circumstance which may require the erection of bridge scaffolding - - - - This lease shall not be recorded. No memorandum of this lease shall be recorded without the express written consent of Landlord. - - - - The invalidity or unenforceability of any provision of this lease shall in no way affect the validity or enforceability of any of the other provisions contained in this lease. Landlord and Tenant understand, agree and acknowledge that this lease has been freely negotiated by both parties and that, in the event of any controversy, dispute, or contest over the meaning, interpretation, validity or enforceability of this lease or any of its terms and conditions, there shall be no inference, presumption or conclusion drawn whatsoever against either party by virtue of that party having drafted this lease or any portion hereof. - - - - There are no oral agreements between the parties hereto affecting this lease and this lease supersedes and cancels any and all previous representations, negotiations, arrangements and understandings, if any, between the parties hereto with respect to the subject matter hereof, and shall not be used to interpret or construe this lease. - - - - Wherever in this lease there is any conflict between the provisions of this lease other than the Rider and the Rider provisions of this lease (i.e. beginning at Article 40), the Rider provisions shall be deemed to supersede and be controlling. - - - - This lease may not be changed, modified or discharged, in whole or in part, orally, and no executory agreement shall be effective to change, modify or discharge, in whole or in part, this lease or any obligations under this lease, unless such agreement is set forth in a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought. In addition, Tenant shall reimburse Landlord on demand for any and all reasonable attorney’s fees incurred by Landlord in connection with the preparation, review, negotiation and/or consummation of any amendment, modification, instrument, agreement or other understanding made at the request of, or as an accommodation to, Tenant with respect to this lease. In addition, Landlord shall reimburse Tenant on demand for any and all reasonable attorney’s fees incurred by Tenant in connection with the preparation, review, negotiation and/or consummation of any amendment, modification, instrument, agreement or other understanding made at the request of, or as an accommodation to, Landlord with respect to this lease. - - - - The mailing or delivery of a lease by the Landlord to a possible Tenant, its agent or attorney, shall not be deemed an offer nor shall any obligation or liability be created on the part of Landlord until such time as a lease, duly executed by the Landlord, is delivered to such possible Tenant, its agent or attorney. - - - -Tenant shall give notice to Landlord, promptly after Tenant learns thereof, of (i) any accident in or about the Demised Premises resulting in material injury to person or property, (ii) all fires and other casualties within the Demised Premises, (iii) all material damages to or defects in the Demised Premises, including the fixtures, equipment and appurtenances thereof for the repair of which Landlord might be responsible, and (iv) all damage to or defects in any parts or appurtenances of the Building’s sanitary, electrical, heating, ventilating, air conditioning, elevator and other systems located in or passing through the Demised Premises or any part thereof. - - - - In the event that Tenant is not an individual, Tenant represents that the officer or officers, partner or partners, member or members or manager or managers executing this lease have the requisite authority to do so. - - - - Tenant hereby acknowledges that Landlord makes no representations as to the compatibility of the Building systems with Tenant’s equipment. - - - - Tenant shall indemnify, hold harmless and defend Landlord, its affiliates, managing agents, subsidiaries, directors, officers, employees and agents from and against any and all liabilities, claims, demands, damages, costs, expenses (including reasonable attorneys’ fees), suits, judgments whether actual or alleged, including such for bodily injury or wrongful death to any person (including tenant employees and invitees) and property damage to any property (subject to the waiver of subrogation provisions of this lease), (i) occurring in the Demised Premises; (ii) arising from the acts or omissions of the Tenant, its subtenants, its employees, invitees, contractors or agents to the extent constituting negligence; (iii) arising from any breach of this lease or misconduct by any of the foregoing. Upon notification by the Landlord of an indemnifiable event, Tenant at its own expense shall arrange for Landlord’s defense (at Landlord’s option) and confirm indemnification; or (iv) arising from any failure of Tenant to comply in all respects with any Requirements or the ADA. These indemnification provisions are to continue after lease expiration and are not limited by the amount of available insurance in place. - - - - This lease shall be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws) of the State of New York. In respect of any dispute between the parties regarding the subject matter hereof, the parties hereby irrevocably consent and submit to in personam jurisdiction in the courts of New York, located in the county in which the Building is located, including the United States courts located in said county, and to all proceedings in such courts. The parties hereby agree that such courts shall be the venue and exclusive and proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this lease and that they will not contest or challenge the jurisdiction or venue of these courts. - - - - Notwithstanding anything contained to the contrary in this lease, (i) Tenant hereby waives any right to recover against Landlord any indirect, consequential, special, punitive or incidental damages against Landlord in any cause of action, proceeding or claim arising out of, or in connection with, this lease; and (ii) Landlord hereby waives any right to recover against Tenant any indirect, consequential, special, punitive or incidental damages against Tenant in any cause of action, proceeding or claim arising out of, or in connection with, this lease. - - - - Tenant shall obey and observe (and compel its officers, employees, contractors, licensee",No Landlord Obligation,No Landlord Obligation -"If, in connection with any work being performed by or for Tenant or any subtenant, or in connection with any materials being furnished to Tenant or any subtenant, any mechanic's lien or other lien or charge shall be filed or made against the Premises or any part thereof, or if any such lien or charge shall be filed or made against Landlord, then Tenant, at Tenant's expense, within 30 days after such lien or charge shall have been filed or made, shall cause the same to be canceled and discharged of record by payment thereof or filing a bond or moving to file a bond or otherwise. Tenant promptly and diligently shall defend any suit, action or proceeding which may be brought for the enforcement of such lien or charge; shall satisfy and discharge any judgment entered therein within ten days after the entry of such judgment by payment thereof or filing a bond or otherwise; and on demand shall pay any and all liability, claim, loss, damage or expense, including reasonable attorneys' fees, suffered or incurred by Landlord in connection therewith.",Lien Cancellation and Discharge,Lien Cancellation and Discharge -Coverage for Overhead Transmission Lines is: included.,Overhead Transmission Line Coverage,Endorsement Options -"Tenant shall indemnify and hold Landlord harmless from and against any and all bills for labor performed or equipment, fixtures and materials furnished to or for Tenant, and from and against any and all liens or claims therefor or against the Premises or the Building of which it forms a part, and from and against any and all liability, claim, loss, damage or expense, including reasonable attorneys' fees, in - - - - - - connection with any work performed by or for Tenant. The Premises and the Building shall at all times be free of liens for labor and materials supplied or claimed to have been supplied to or on behalf of Tenant, and no financing statements or other security instruments shall be filed against the Premises or the Building or the contents thereof. This shall not preclude the filing on Tenant’s equipment. - - - - Tenant shall not directly or indirectly create or permit to be created any mortgage, lien, security interest, pledge, conditional sale, or other encumbrance on the Premises or any part thereof, Tenant's interest under this Lease, or any rent hereunder. The foregoing shall not apply to liens for impositions not yet due, or liens of mechanics, materialmen, suppliers or vendors, incurred in the ordinary course of business for sums which are not yet due, provided that adequate provision for the payment thereof shall have been made and the following paragraph is complied with. - - - - If, in connection with any work being performed by or for Tenant or any subtenant, or in connection with any materials being furnished to Tenant or any subtenant, any mechanic's lien or other lien or charge shall be filed or made against the Premises or any part thereof, or if any such lien or charge shall be filed or made against Landlord, then Tenant, at Tenant's expense, within 30 days after such lien or charge shall have been filed or made, shall cause the same to be canceled and discharged of record by payment thereof or filing a bond or moving to file a bond or otherwise. Tenant promptly and diligently shall defend any suit, action or proceeding which may be brought for the enforcement of such lien or charge; shall satisfy and discharge any judgment entered therein within ten days after the entry of such judgment by payment thereof or filing a bond or otherwise; and on demand shall pay any and all liability, claim, loss, damage or expense, including reasonable attorneys' fees, suffered or incurred by Landlord in connection therewith. - - - - Nothing in this Lease shall constitute any consent or request by Landlord, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in any fashion that would permit the filing or making of any lien or claim against Landlord, the Premises or the Building. Landlord shall have the right, from time to time, to place upon the Premises in a conspicuous place such sign or other notice as Landlord may deem necessary or appropriate so as to give notice to others of the provisions of the preceding sentence.",Tenant Indemnification & Lien Protection,Indemnification and Liability -"If at any time Tenant shall neglect or fail to provide or maintain insurance or to deliver insurance policies in accordance with this Article, Landlord may effect such insurance as agent for Tenant, by taking out policies in a company satisfactory to Landlord, and the amount of the premiums paid for such - - - - - - insurance shall be paid by Tenant to Landlord on demand. Landlord, in addition to Landlord's other rights, powers and remedies, shall be entitled to recover as damages for any breach of this Article the uninsured amount of any liability, claim, loss, damage or expense, including reasonable attorneys' fees, suffered or incurred by Landlord, and shall not be limited in the proof of damages which Landlord may claim against Tenant to the amount of the insurance premiums not paid or incurred by Tenant which would have been payable for such insurance.",Tenant Insurance Obligation,Insurance Coverage -The Services outlined in this SOW reflect the initial understanding of Client’s desired Deliverable and Company reserves the right to alter the manner in which Services are provided if Company determines different services are necessary to complete the Deliverable. Company shall provide the following Services to the Client:,Services Outline,Services Provided -"13. Choice of Law. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of Washington and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court in Kirkland, Washington, and each party irrevocably submits to the jurisdiction and venue of such courts. - -14. Remedies. Company reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in Company’s favor. - - - - - -B. INITIAL STATEMENT OF WORK (SOW) The purpose of this SOW is to describe the Software and Services that Company will initially provide to Daltech, Inc. the “Client”) under the terms and conditions of the Services Agreement entered into between the parties on June 15, 2021 (the “Agreement”). Additional terms and conditions may be set forth in this SOW, and additional SOWs that may be subsequently signed.",Initial SOW Agreement,Services Agreement -"If the Client desires to initiate changes to the SOW, it shall submit to Company a written request to do so. The request will set forth the nature of the Company’s proposed changes to the SOW. Contractor shall complete and return to the Company a written document (“Change Order”) setting forth (i) a written description of the changes to the SOW, (ii) any changes to the schedule, (iii) any changes or additions to the Deliverables and (iv) any changes or additions to the fees. - -A Change Order will be binding only if signed by both parties. Any and all Change Orders will be governed by the terms and conditions set forth in this Agreement, and are hereby incorporated by this reference. Any additional Deliverables described in the Change Order will be subject to the Payment provisions as described in Section 7 of the Agreement. - -4. Hours of Operation - - - -5. - -Travel. If the Deliverable will be completed according to a fixed price SOW and travel is required, then Client must sign the Agreement and SOW and pay required Deposit at least 30 days prior to proposed travel. If the Agreement and SOW are not signed and Deposit is not received at least 30 days prior to proposed travel, Company reserves the right to amend the SOW estimate solely with regard to travel and lodging expenses so that the SOW estimate reflects actual costs incurred by Company. - - • Engineering: - - - - • Monday-Friday 6AM-6PM PST - - - - • engineering@digitalmemex.com - - - - • (206) 684-8889 - - - - - - • Support: - - - - • 24 x 7 x 365 - - - - • support@digitalmemex.com - - - - • (206) 684-8888",Change Order Agreement,Travel Requirements -"Section 11. Toxicological information - - This mixture has not been evaluated as a whole for health effects. Exposure effects listed are based on existing health data for the individual components which comprise the mixture.",Health Effects,Toxicological Information -"Tenant, at Tenant's sole cost and expense and after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any Requirement affecting the Premises provided that: (a) neither Landlord nor any Indemnities shall be subject to criminal penalties, nor shall the Building or any part thereof be subject to being condemned or vacated, nor shall the certificate of occupancy for the Premises or the Building be suspended or threatened to be suspended, by reason of non-compliance or by reason of such contest; (b) before the commencement of such contest, if Landlord or any Indemnities may be subject to any civil fines or penalties or if Landlord may be liable to any third party as a result of such non-compliance, then Tenant, shall furnish to Landlord either (i) a bond of a surety company satisfactory to Landlord, in form and substance reasonably satisfactory to Landlord, and in an amount at least equal to Landlord's estimate of the sum of (A) the cost of such compliance, (B) the penalties or fines that may accrue by reason of such non-compliance (as reasonably estimated by Landlord) and (C) the amount of such liability to independent third parties, and shall indemnify Landlord (and any Indemnities) against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance; or (ii) other security satisfactory in all respects to Landlord; (c) such non-compliance or contest shall not constitute or result in a violation (either with the giving of notice or the passage of time or both) of the terms of any mortgage or superior Lease affecting the Building, or if such superior Lease or mortgage conditions such non- compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be - - - - - - taken or such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status at such proceedings.",Contestability,Contestability -"Additionally, the parties recognize and agree that other damage to Landlord resulting from any failure by Tenant to timely surrender the Premises will be substantial, will exceed the amount of monthly rent theretofore payable hereunder, and will be impossible of accurate measurement. Tenant therefore agrees that if possession of the Premises is not surrendered to Landlord within one (1) day after the date of the expiration or sooner termination of the term of this Lease, then Tenant will pay Landlord as liquidated damages for each month and for each portion of any month during which Lessee holds over in the Premises after the expiration of the term of this Lease, a sum equal to one and one-half (1.5) times the average rent and additional rent which was payable per month under this Lease during the last six months of the term thereof, which sum Tenant agrees to pay to Landlord upon demand, in full, without set-off or deduction, and which sum Tenant agrees is fair and reasonable and does not constitute a penalty. (“Holdover Use and Occupancy”).",Holdover Liquidated Damages,No Landlord Obligation -"Tenant expressly covenants that Tenant shall not voluntarily or involuntarily assign, encumber, mortgage or otherwise transfer this Lease, or sublet the Premises or any part thereof, or suffer or permit the Premises or any part thereof to be used or occupied by others, by operation of law or otherwise, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. or conditioned. Absent such consent, any act or instrument purporting to do any of the foregoing shall be null and void. - - - -The transfer of a majority of the capital stock of any corporate tenant, or of a majority of the total interests in any partnership tenant or limited liability company tenant, however accomplished and whether in a single transaction or a series of transactions, shall be deemed an assignment of this Lease, except that a transfer of stock for purposes hereof shall not include sales of stock by persons through the ""over-the-counter market"" or a recognized stock exchange other than sales by ""insiders"" within the meaning of the Securities Exchange Act of 1934 as amended. Notwithstanding the foregoing, Tenant may assign this Lease or sublet all or any portion of the Premises without Landlord’s consent being required (a “Permitted Assignment”) to a corporation or other entity into which or with which Tenant is merged or consolidated or to an entity to which substantially all of the assets of Tenant are transferred, or, if Tenant is a partnership or limited liability company, to a successor, entity, and Tenant may sublet the Premises or assign the Lease to subsidiaries or affiliates of Tenant for so long as any such subsidiary or affiliate shall retain the status of a subsidiary or affiliate of Tenant. For purposes hereof, a ""subsidiary"" or ""affiliate"" shall mean a corporation or other entity of which at least fifty-one percent of the common stock is owned by Tenant or a partnership of which at least fifty-one percent of the equity or other ownership interest in your is owned by Tenant or is controlled by or is under common control with Tenant. - - Except in connection with an Assignment to an affiliate, successor or to a coporation intio which Tenant is merged or consolidated, or to an entity to which substantially all of the assets of Tenant are transferred, if Tenant desires to assign this Lease or sublet all or any portion of the Premises, Tenant shall submit to Landlord in writing: the name and address of the proposed assignee or subtenant and of its principals; a counterpart of the proposed agreement of assignment or sublease and all other instruments or agreements pertaining thereto; such information as to the nature and character of the business of the proposed assignee or subtenant and of its principals, and the proposed use of the space, as Landlord reasonably may request; banking, financial or other credit information relating to the proposed assignee or subtenant and of its principals, sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant or its principals; and a statement of all sums or other consideration paid or to be paid to or by Tenant by or for the account of the assignee or subtenant and its principals, in connection with such assignment or sublease, including without limitation sums paid or to be paid for the sale or rental of Tenant's fixtures, Leasehold improvements, equipment, furniture, furnishings or other personal property. Tenant shall pay all of Landlord's costs and expenses, including reasonable attorneys' fees, incurred in connection with the review of any proposed assignment or - - - - - - sublease, and the review, preparation and/or execution of any documents pertaining to any proposed assignment or sublease. - - - - No such assignment or transfer, irrespective of any consent by Landlord, shall be effective unless the assignee shall execute, acknowledge and deliver to Landlord a recordable agreement, in form and substance satisfactory to Landlord, whereby the assignee shall assume the obligations and performance of this Lease and shall agree to be bound by all of the terms, covenants and conditions of this Lease, including restrictions on use, to be observed, performed or complied with by Tenant, and whereby the assignee shall agree that the provisions of this Article shall continue to be binding upon it in the future notwithstanding such assignment or transfer. No sublease shall be effective, irrespective of any consent of Landlord, unless the subtenant shall execute and deliver to Landlord a recordable agreement, in form and substance satisfactory to Landlord, whereby the subtenant agrees to comply with all applicable terms, covenants and conditions of this Lease, including restrictions on use, to be complied with by Tenant hereunder. - - - - - - In no event shall Tenant be entitled to assign this Lease or to sublet all or any portion of the Premises to: any tenant or occupant of any other space in the Building, or to any affiliate (within the meaning of Rule 144 adopted pursuant to the Securities Act of 1933) of any tenant or occupant of other space in the Building; any person or entity who has dealt with Landlord or Landlord's agents, directly or through a broker, with respect to space in the Building during the twelve months preceding the assignment or subletting; or any person or entity whose business or activities or intended use of the Premises is not in keeping with the standards of the Building. In no event shall Tenant be entitled to assign this Lease or sublet the Premises or any part thereof if there shall be any default by Tenant, beyond any applicable grace period, under any term, covenant or condition of this Lease. - - - - The Landlord's consent to an assignment, encumbering, transfer or subletting shall not be deemed or construed as a consent to any further assignment, encumbering, transfer or subletting, or a waiver of this provision of this Article. A modification, amendment or extension or a sublease shall be deemed a new subletting for purposes of the prohibitions contained in this Article. Any person or representative of Tenant to whom Tenant's interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article. - - - - No assignment of this Lease or acceptance of rent by Landlord from any assignee or other party shall discharge or release Tenant or any person, firm, or corporation which previously assumed Tenant's obligations hereunder, and Tenant and such persons, firms and corporations shall remain liable for the payment of rent due and to become due under this Lease and for the performance and observance of all of the terms, covenants and conditions of this Lease on the part of Tenant to be observed or performed for the balance of the term of this Lease as if no assignment has been effected. If this Lease is assigned, whether or not in violation of this Article, Landlord may collect rent from the assignee. If the demised Premises or any part thereof are sublet or occupied by anybody other than Tenant, Landlord, after any default by Tenant, may collect rent from the subtenant or occupant, and apply the net amount collected to the rent due hereunder. Such collection of rent by Landlord shall not be deemed or construed as a waiver of the provisions hereof, the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance and observance by Tenant of the terms, covenants and conditions of this Lease. - - - - (a) Whether or not the proposed assignment or sublease is finalized, Tenant shall pay Landlord the minimum sum of $750.00 to reimburse Landlord for the administrative costs of review and processing of Tenant’s proposed assignment or sublease, in each instance; and if, in connection therewith, Landlord incurs expenses in excess of said $750.00 amount, including but not limited to reasonable expenses for attorneys’ fees and disbursements, architectural fees, engineering or other professional fees, then Tenant shall pay Landlord the amount of such excess fees as additional rent within ten (10) days of Landlord’s submission to Tenant of bills for same. Upon submission to Landlord of Tenant’s request for consent to an assignment or sublease, Tenant shall deliver to Landlord a bank check payable to Landlord in the sum of $3,500.00 (“Application Costs Prepayment”) which shall be applied to Landlord’s legal fees and other costs incurred in connection with Landlord’s review and processing of Tenant’s request for - - - - - - - - - - consent to such assignment or sublease. In the event that Landlord’s costs in this regard are less than such Application Costs Prepayment, Landlord will refund to Tenant the difference between Landlord’s costs incurred and the amount of the Application Costs Prepayment. - - - - - - (b) In the event that this Lease is assigned or the Premises are sublet (except for any assignment or subletting which does not result in a change of beneficial ownership of this Lease, of in connection with an Assignment to an affiliate, successor or to a coporation intio which Tenant is merged or consolidated, or to an entity to which substantially all of the assets of Tenant are transferred), it shall be a condition of such assignment or subletting that Tenant shall deposit or arrange for the deposit with Landlord as security hereunder an additional amount equal to two (2) months fixed rent at the rate then in effect for the first assignment or subletting and an additional (2) months fixed rent at the rate then in effect for each and every subsequent assignment or subletting. - - - - - - Upon the execution of this Lease, Tenant shall provide Landlord with the name and stock interest of each Shareholder of the Tenant, if it be a corporation, or, name and percentage interest of each Member of the Tenant if it be a Limited Liability Company. Any such corporate tenant, within ten (10) days",Assignment of Lease,Assignment of Lease -"General - NAD, sitting up in bed, well groomed and in nightgown Eyes - PERRLA, EOM intact ENT - Large swollen tounge and cheek on left side, tounge was large and obscured the view of the posterior oropharynx Neck - No noticeable or palpable swelling, redness or rash around throat or on face Lymph Nodes - No lymphadenopathy Cardiovascular - RRR no m/r/g, no JVD, no carotid bruits Lungs - Clear to auscltation, no use of acessory muscles, no crackles or wheezes. Skin - No rashes, skin warm and dry, no erythematous areas Breast - Psychiatry -",General Physical Exam,General Physical Exam -"8.1. Discontinuation from Study Treatment .........................................................................35 - - 8.1.1. Discontinuation of Inadvertently Enrolled Patients...............................................35 - - 8.2. Discontinuation from the Study....................................................................................35 - - 8.3. Patients Lost to Follow-up............................................................................................36",Study Discontinuation,Study Discontinuation -"4 - - RESTAURANTS WITH SALE OF ALCOHOLIC BEVERAGES THAT ARE - - 16910 - - 1570000 - - GROSS SALES - - StreetSTE 100 - - 1.977 - - 0.085 $ 3,103.00 $ - - PREMISES HOUSTON, TX - - 133.00 - - 5 - - CATERERS - - 11039 - - 102053 - - GROSS SALES StreetSTE 100 - - 1.622 - - 0.074 165.00 $ PREMISES HOUSTON, TX - - $ - - 8.00",Alcoholic Beverage Sales,Alcoholic Beverage Sales -"In order to maintain the highest standards of appearance, character and dignity for the Building, no paper or other signs shall be placed on the windows or exterior of the Premises or shall be placed in the Premises so that they can be seen from the outside of the Premises unless the same are tastefully and professionally prepared and approved by Landlord.",Professional Signage Approval,No Signs -"Subject to the terms and conditions contained elsewhere in this Lease, Tenant may use the area of the basement of the building, shown in Exhibit A annexed hereto, solely for purposes of allowed under the existing Temporary Certificate of Occupancy annexed as Exhibit Band for no other purpose.Landlord represents that basement area shown on Exhibit A is “eating and drinking establishment.” - - - - Subject to the terms and conditions contained elsewhere in this Lease, Tenant’s use of the basement shall not, in any way, block Landlord's use of same, or interfere with any machinery or equipment in the basement. Tenant agrees that its use of the basement shall be in accordance with reasonable rules and regulations to be established by Landlord. - - - - Tenant shall permit access through the Premises to the basement space for the Landlord and representatives of Con Edison and other utility or service providers as reasonably required during business hours and with 24 hour notice, where reasonably possible, to Tenant for any access other than meter reading. - - - - Tenant shall not block or place any obstructions in front of and/or within three feet of the building’s electric panel, meters, and shut-off switches.",Basement Access and Use,Basement Access and Use -"Umbrella - - Policy Number - - CUP-001 - - Policy Term - - 05/29/2021 – 05/29/2022 - - Insuring Company - - INSURANCEA PROPERTY CASUALTY COMPANY OF AMERICA",Umbrella Policy Details,Endorsement Options -"Landlord - - - - - - By: - - - - - - Trutone Lane LLC - - Tenant - - - - - - By: - - - - - - ACKNOWLEDGMENTS",Landlord Acknowledgment,Applicable Acknowledgments -"• Not on oral home meds - - • Patient is on corticosteroids that increase blood glucose levels, so put patient on sliding scale normal insulin to adjust for high sugars - - • Resume neurontin for neuropathy when oral meds can be taken",Glucose Management Plan,Medication Use -"Itemized Fees - -Fee - -Software - -MagicSoft Mobile x 250 seats - -$220,000 - -MagicSoft Connect x 250 seats - -$75,000 - -MagicSoft Hub Connector - -$25,000 - -All services provided below are subject to additional costs for work performed outside of regular working hours, as specified in section 2.3 of the MSA. All new work will be scoped with Customer before commencing. - -Service - -Initial Setup - -$22,000 - -Profile Customizations - -$22,000 - -Connector Enablement - -$10,000 - -Total - -$374,000",Software & Service Fees,Software Fees -IMP NOTICE-PERIOD TO FILE CLAIM-TX CAT,Notice Period,Forms and Endorsements -"$3,000,000, including umbrella coverage, (b) to cover at least the following hazards (1) Premises and operations, including but not limited to flooding, backup of sewers and drains, burglary, theft, and plate glass (2) Tenant's independent contractors; (3) contractual liability for all written and oral contracts; and (4) contractual liability covering the indemnitees contained elsewhere in this Lease, and Liquor Law legal liability insurance. - - - - All insurance maintained by Tenant pursuant to this Article shall name Landlord and Landlord’s managing agent as additional insureds and shall name Tenant as the insured, shall provide that any loss shall be payable notwithstanding any act or failure to act or negligence of Landlord, Tenant or any other person, shall provide that no cancellation, reduction in amount, or material change in coverage thereof will be effective until at least thirty days after mailing by the insurer to Landlord of written notice thereof, and shall be satisfactory to Landlord, acting reasonably, in all other respects. All insurance provided for herein shall be obtained under valid and enforceable policies, issued by financially sound and responsible insurance companies authorized, licensed and admitted to do business in the state in which the Premises and building are located and reasonably approved by Landlord. The insurance companies must have a general policy rating of A or better and a financial class of IX or better by AM Best Co., Inc. - - - - Tenant hereby waives any and all rights of recovery against Landlord, its officers, members, agents, and employees, occurring on or arising out of the use and occupation of the Premises or the building to the extent such loss or damage is covered by proceeds received from insurance required under this Lease to be carried. This waiver of subrogation provision shall be limited to loss or damage to the property of Landlord and Tenant and bodily injury to employees, officers, agents of each party and any other injured member of the public. Tenant shall indemnify Landlord against any loss or expense, including reasonable attorneys’ fees, resulting from the failure to obtain such waiver. This waiver shall be in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with respect to any loss of, or damage to, property of the parties hereto or bodily injury to either party or to members of the public. Inasmuch as the above waiver will preclude the assignment of any aforesaid claim by way of subrogation to an insurance company, Tenant agrees immediately to give to each insurance company providing a policy described in this Article, written notice of the terms of said waiver, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverages by reason of said waiver. - - - - Upon the execution of this Lease and thereafter not less than fifteen days prior to the expiration date of any policy delivered pursuant to this Article, Tenant shall deliver to Landlord the originals of all policies or renewal policies, as the case may be, required by this Lease, bearing notations evidencing the payment of the premiums therefor, which premiums may be paid by Tenant in installments if such payment of premiums by installments is provided for and permitted by such original or renewal policies . In lieu of any such policies, Tenant may deliver certificates of the insurer, in form and substance satisfactory to Landlord, as to the issuance and effectiveness of such policies and the amounts of coverage afforded thereby, accompanied by copies of such policies. Such insurance may be provided through a blanket policy or policies in form and substance satisfactory to Landlord. Such blanket policies shall provide specific allocation to the demised premises of the coverage afforded thereby, and shall give to Landlord no less protection than that which would be afforded by separate policies. - - - - If at any time Tenant shall neglect or fail to provide or maintain insurance or to deliver insurance policies in accordance with this Article, Landlord may effect such insurance as agent for Tenant, by taking out policies in a company satisfactory to Landlord, and the amount of the premiums paid for such - - - - - - insurance shall be paid by Tenant to Landlord on demand. Landlord, in addition to Landlord's other rights, powers and remedies, shall be entitled to recover as damages for any breach of this Article the uninsured amount of any liability, claim, loss, damage or expense, including reasonable attorneys' fees, suffered or incurred by Landlord, and shall not be limited in the proof of damages which Landlord may claim against Tenant to the amount of the insurance premiums not paid or incurred by Tenant which would have been payable for such insurance.",Tenant Insurance Requirements,Insurance Requirements -"(a) that at the time of the exercise of each such right and at the commencement of the Renewal Term, Tenant shall not be in default beyond the applicable notice and cure period provided in this lease; - - - - - - - - (b) that Tenant shall notify Landlord in writing that Tenant intends to exercise such option no later than the date that is twelve (12) months prior to the Expiration Date; and - - - - - - - -(c) that the Renewal Term shall be upon the same terms, covenants and conditions as in this lease provided, except that (i) there shall be no further option to extend this lease beyond the Renewal Term referred to above; (ii) the Demised Premises shall be delivered in its then “as is” condition; and (iii) the Rent to be paid by Tenant during the Renewal Term shall be as follows: The Rent for the first year of the subject Renewal Term shall be equal to the greater of (A) ninety-five (95%) percent of the Fair Market Minimum Annual Rent (as hereinafter defined), but in no event higher than one hundred ten (110%) percent of the Rent payable during the Lease Year immediately preceding the first day of the Renewal Term, and (B) one hundred three (103%) percent of the Rent payable during the Lease Year immediately preceding the first day of the Renewal Term. Thereafter, the Rent for each year of the Renewal Term shall be increased by three (3%) percent of the Rent payable for the prior year of the Renewal Term. As used herein, the term “Fair Market Minimum Annual Rent” shall mean the rate then being received by landlords when entering into new leases for comparable size space in comparable buildings for a comparable term in the vicinity of the Building.",Renewal Option Terms,Renewal Option Terms -"Throughout the term of this Lease (except for holidays), Tenant shall conduct its business in the entire Premises with due diligence and without interruption during normal business, a failure of which shall constitute a material default under this Lease.",Business Diligence,No Restrictions on Use -"Father died in late 60s of cancer, unknown type",Cause of Death,Cause of Death -"Except in connection with an Assignment to an affiliate, successor or to a coporation intio which Tenant is merged or consolidated, or to an entity to which substantially all of the assets of Tenant are transferred, if Tenant desires to assign this Lease or sublet all or any portion of the Premises, Tenant shall submit to Landlord in writing: the name and address of the proposed assignee or subtenant and of its principals; a counterpart of the proposed agreement of assignment or sublease and all other instruments or agreements pertaining thereto; such information as to the nature and character of the business of the proposed assignee or subtenant and of its principals, and the proposed use of the space, as Landlord reasonably may request; banking, financial or other credit information relating to the proposed assignee or subtenant and of its principals, sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant or its principals; and a statement of all sums or other consideration paid or to be paid to or by Tenant by or for the account of the assignee or subtenant and its principals, in connection with such assignment or sublease, including without limitation sums paid or to be paid for the sale or rental of Tenant's fixtures, Leasehold improvements, equipment, furniture, furnishings or other personal property. Tenant shall pay all of Landlord's costs and expenses, including reasonable attorneys' fees, incurred in connection with the review of any proposed assignment or - - - - - - sublease, and the review, preparation and/or execution of any documents pertaining to any proposed assignment or sublease.",Assignment/Subletting Requirements,Assignment and Subletting -the following percentage applies:,Percentage,Percentage of Sales -"Print Name: Morris Minor - - Print Title: CEO - - Date: 06/01/2021 - - Email: morris@digitalmemex.com",Signatory Information,Note Terms and Conditions -"Malaysia Inventory (EHS Register): Not determined. - - EINECS: All components are listed or exempted.",Malaysia Inventory,Inventory of Products -"9.2.1. Lead-In and Insulin Transition .............................................................................37 - - 9.2.2. Dose-Finding Assessment ....................................................................................38 - - 9.2.3. Study Period CRU Visits......................................................................................39 - - 9.2.3.1. Run-In ............................................................................................................39 - - 9.2.3.2. Study MMTT .................................................................................................39 - - 9.3. Adverse Events ............................................................................................................39 - - 9.3.1. Serious Adverse Events........................................................................................40 - - 9.3.1.1. Suspected Unexpected Serious Adverse Reactions..........................................41 - - 9.3.2. Complaint Handling .............................................................................................41 - - 9.4. Treatment of Overdose.................................................................................................41 - - 9.5. Safety...........................................................................................................................42 - - 9.5.1. Physical Examination...........................................................................................42 - - 9.5.2. Laboratory Tests ..................................................................................................42 - - 9.5.3. Vital Signs ...........................................................................................................42 - - 9.5.4. Electrocardiograms ..............................................................................................42 - - 9.5.5. Other Tests...........................................................................................................43 - - 9.5.5.1. Hip and Waist Circumference .........................................................................43 - - 9.5.5.2. Body Weight and Height ................................................................................43 - - 9.5.6. Safety Monitoring ................................................................................................43 - - 9.5.6.1. Hepatic Safety ................................................................................................43 - - 9.5.6.2. Glucose Monitoring........................................................................................44 - - 9.5.6.3. Severe Hypoglycemia.....................................................................................45 - - 9.5.6.4. Injection Site Assessments (Local Tolerability) ..............................................45 - - 9.5.7. Self-Monitored Plasma Glucose during Outpatient Period ....................................45 - - 9.5.8. Treatment of Hyperglycemia and Hypoglycemia..................................................46 - - 9.6. Pharmacokinetics Samples ...........................................................................................46 - - 9.6.1. Bioanalysis...........................................................................................................46 - - 9.7. Pharmacodynamics ......................................................................................................46 - - 9.7.1. Glucodynamics Samples ......................................................................................47 - - 9.7.1.1. Glucose Samples (Run-In Period) ...................................................................47 - - 9.7.1.2. Glucose Samples (MMTT) .............................................................................47 - - 9.7.2. Samples for Immunogenicity Assessments ...........................................................47 - - 9.8. Genetics .......................................................................................................................47 - - 9.9. Biomarkers...................................................................................................................48 - - 9.10. Health Economics ........................................................................................................48",Study Protocols,Study Objectives -"By Windstorm or Hail: - - At the following described premises: - - PREMISES - - BUILDINGS - - LOCATION NO. - - No. - - 2-13 - - 2-19 - - the following percentage applies: - - 2% - - subject to the following minimum, in any one occurrence: - - $100,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations above.",Windstorm/Hail Coverage Details,Insurance Coverage Details -"LIMITS OF INSURANCE - - Combined Direct Damage and Time Element - in any - - one occurrence (See Utility Services – Direct Damage and Utility Services Time Element endorsements) - - $100,000 - - Coverage is provided for the following: Water Supply - - Communication Supply Power Supply - - Coverage for Overhead Transmission Lines is: included.",Utility Services Insurance Limit,Insurance Limits -"Tenant covenants and agrees that it will permit Landlord, its agents, servants, employees, licensees, invitees, and contractors, at any and all times during regular business hours, to pass and repass on and through the Premises and basement of the Building, or such portion thereof as may be necessary, in order that they or any of them may gain access to any facilities of the Building for inspection, repairs and alterations as provided herein. Landlord shall provide Tenant , 24 hour advance notice of such entry, and coordinate such entry to avoid disruption of Tenant's business activities. Tenant agrees further that it will, during the entire term of this Lease, keep the Landlord informed of the telephone numbers of at least three persons or parties having keys to the Premises in order that, in the event of an emergency which requires Landlord to have access to the Premises during other than regular business hours, Landlord may arrange with such persons or parties to be admitted to the Premises, provided, however, that if Landlord is unable to arrange for admittance to the Premises during such emergency, or if time does not permit the making of such arrangements, Landlord shall have the right to gain admittance to the demised Premises forcibly or by otherwise breaking into the Premises, and the sole liability of Landlord to Tenant in such event shall be that Landlord shall be obligated to repair all damage caused by such breaking in within a reasonable time after the occurrence thereof and secure the Premises as soon as possible thereafter.",Entry Rights,Entry Rights -Tenant acknowledges that Landlord shall have no obligation to provide any security services for the Premises or the Building. Tenant acknowledges that it has been advised that the Building is designated a Landmark and is subject to review of the Landmarks Preservation Commission.,Security and Landmark Requirements,Security and Landmark Requirements -"Germany - - This report is for informational purposes only and contains only information released by, or obtained from, the BFU of Germany.",Report Purpose,Germany Tax Information -"Notes may provide that amounts payable on the notes will be determined by reference to one or more indices, to securities of one or more issuers, currencies or commodities, one or more credit events, or any other financial, economic or other measure or instrument.",Reference Indices,Indicative Terms -"Carcinogenicity - - Conclusion/Summary - - Classification - - : Mixture.Not fully tested. - - Product/ingredient name - - OSHA - - IARC - - NTP - - Titanium dioxide - - 2B - - Reproductive toxicity",Toxicology Summary,Carcinogenicity -"amount owed to Landlord shall be made. The obligations of Tenant to pay additional rent as provided for herein shall survive the expiration of the Lease term or earlier termination of this Lease. If Tenant continues in possession of the Premises after the expiration of the Lease term or earlier termination of this Lease, as a month to month tenant or otherwise, the provisions of this Article 41 shall continue in full force and effect for so long as Tenant remains in possession of the Premises.",Post-Lease Obligations,Termination of Lease -"Daltech, Inc. - -MagicSoft, Inc. - -Signature: - - - -Signature: - - - - - - - - - -Print Name: James Carter - - - - - - - -Print Name: Morris Minor - -Print Title: CTO - -Print Title: CEO - -Date: 06/01/2021 - -Date: 06/01/2021 - -Email: carter@daltech.com - -Email: morris@magicsoft.com",Signature and Title Details,Signature -"Tenant shall permit access through the Premises to the basement space for the Landlord and representatives of Con Edison and other utility or service providers as reasonably required during business hours and with 24 hour notice, where reasonably possible, to Tenant for any access other than meter reading.",Access for Utilities,Access and Visitation Rights -"""swelling of tongue and difficulty breathing and swallowing""",Symptoms,Neurological Exam Findings -"In addition to the termination events set forth in Section 3(b), Supplier may terminate this Agreement if any amount or fee due with respect to Products delivered pursuant to this Agreement and POs submitted hereunder (other than with respect to Products returned to Supplier in accordance with Section 4(b)) remains unpaid by Purchaser for a period of more than fifteen (15) calendar days following Purchaser’s receipt of a notice of delinquency; provided, however, that Supplier may only terminate this Agreement pursuant to this Section 3(d) in the event Purchaser’s past due payment obligations under this Agreement exceed $150,000.",Delinquency Termination,Termination for Unpaid Fees -"18311-18419, SPRING, TX, 77379",Address,Insurance Coverage Details -"b. CP Representations and Warranties. CP further represents and warrants to CRD that (i) each Product is and shall be manufactured in conformity with the Food, Drug, and Cosmetic Act, as amended, and all other applicable laws, rules, regulations and orders of governmental entities, and (ii) as of the effective date of any Product-specific exhibit hereto, CP will have (and will have provided CRD with written documentation in form reasonably satisfactory to CRD that CP has, as of such effective date) title to such Product or Products and the right to market and distribute such Product or Products as contemplated hereby.",Representations and Warranties,Product Representations and Warranties -"Causes of Loss – Earthquake – aggregate in any one policy year, for all losses covered under the Causes of Loss – Earthquake endorsement, commencing with the inception date of this policy:",Earthquake Loss Aggregate Limit,Earthquake Coverage Options -Causes of Loss – Equipment Breakdown,Equipment Breakdown Coverage,Equipment Breakdown -"Purchaser shall be responsible for all customer support and resolution of Complaints, provided that Supplier shall provide reasonable assistance in connection therewith upon Purchaser’s reasonable request. In addition, Purchaser shall be responsible for complying with all Medical Device Reporting (“MDR”) requirements under 21 C.F.R. Part 803 or similar regulations in other territories for all Product Complaints. Each Party shall promptly notify the other Party of a potential MDR_ reportable event with respect to a Product purchased hereunder.",Customer Support & MDR Requirements,Customer Support -"(a) Not to cause, create or permit any fumes, vapors, or odors or permit the same to escape from the demised Premises into any other portion of the Building or the outside of the Building; and - - - - - - - - (b) Not to constitute a public or private nuisance. - - - - - - If Tenant installs and/or utilizes cooking equipment on the Premises: - - - - (a) Tenant shall install, if not already in existence, a filtration and air purifying system as Landlord shall deem reasonably necessary or advisable to cause its operations to comply with the terms and conditions of this Lease and all provisions of law. If at any time after Tenant opens for business in the reasonable judgment of Landlord or any municipal authorities, it becomes necessary (notwithstanding the installation of a filtration (or air purifying system) to eliminate any fumes, vapors or odors from the Premises, as aforesaid, Tenant agrees, at its sole cost and expense, promptly to install - - - - - - - - such additional air purifying equipment as may be necessary to accomplish the purposes and intent of this Article. - - - - (b) Tenant, at its sole cost and expense, shall maintain and keep the flues, ducts, drains, wastepipes, sewers and connections with the Building's main sewers, in or appurtenant to the Premises, and/or leading from the Premises to the exterior of the Building, and/or located in the Basement of the Building (for the purposes of this subparagraph “b” referred to collectively as the ""drainpipes"") in good repair and free from all dirt, dust, grease and other obstructions pursuant to a maintenance contract which shall remain in full force and effect throughout the term hereof, and copies of all such maintenance contracts shall be furnished to Landlord; and Tenant, at its sole cost and expense, shall make any necessary replacements of said drainpipes defined above. Further, Tenant, at its sole cost and expense, shall install grease traps where necessary to keep the other elements of the drainpipes free from grease. Tenant, at its sole cost and expense, promptly shall repair any leaks in the drainpipes. Tenant, at its sole cost and expense, shall also repair, maintain and make any necessary replacements of the flues, ducts, drains, wastepipes, grease traps, sewers and connections with the Building's main sewers, no matter where located in or appurtenant to the Building, if any such repairs are made necessary due to the negligence of the Tenant or its agents or employees or Tenant's use of the Premises. - - - - - - (c) Tenant agrees promptly to cause the installation, if not already in existence, of an Ansul Restaurant Hood and Duct Fire Control System, or equal, at Tenant's sole cost, all as approved by the Board of Fire Underwriters and municipal authorities having jurisdiction thereover, and to maintain the same throughout the term of this Lease. - - - - - - Tenant, at its sole cost and expense, shall maintain and make all necessary repairs to, and any necessary replacement of, any grease trap and drain in the Premises; and Tenant, at its sole cost and expense, shall at all times keep any grease trap and drain in the Premises clean and free from blockages and backups. - - - - Tenant, at its sole cost and expense, shall install and maintain fire extinguishers and other fire protection devices as may be required from time to time, by any Requirements.","No Fumes, Vapors, Odors",Smoking and Smoking Restrictions -"LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Spoilage - - $25,000 - - LIMITATIONS: - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Ammonia Contamination - - $25,000 - - Hazardous Substance - - $25,000",Insurance Limits and Coverage,Building Coverage Details -"Tenant shall maintain the submeter to register Tenant’s water consumption at Tenant’s sole cost and expense in good working order and repair, and Tenant shall pay for water consumed as shown on said water meter (“Base Water Charge”), plus Tenant’s Share of the cost of having the water meter read by a water meter reading company, within five (5) days of delivery by Landlord of a bill therefor. Tenant shall pay Tenant’s Share of sewer rent charges and assessments, if any, for the premises within five (5) days of delivery by Landlord of a bill therefor, which shall be additional rent.",Water Meter Maintenance,Water and Sewer Charges -"• continue albuterol and ipratropium nebs prn - - • resume theophylline when patient can take oral meds",Treatment Plan,Inpatient Dosing Days Exclusion Criteria -"Landlord shall submit to Tenant a statement setting forth the computation of the amount of such excess Taxes and Tenant's Share of each thereof including copies of applicable tax bills. Tenant shall pay Tenant's Share of such excess amount of Taxes within ten days after the rendition of such statement which shall separately calculate Tenant’s Share, however, the payment of Tenant's Share shall not be due earlier than 10 days before the corresponding Taxes are due to the taxing authority.",Excess Tax Payment,Tax Payment Terms -"5. - -Travel. If the Deliverable will be completed according to a fixed price SOW and travel is required, then Client must sign the Agreement and SOW and pay required Deposit at least 30 days prior to proposed travel. If the Agreement and SOW are not signed and Deposit is not received at least 30 days prior to proposed travel, Company reserves the right to amend the SOW estimate solely with regard to travel and lodging expenses so that the SOW estimate reflects actual costs incurred by Company.",Travel Requirements,Travel and Lodging -INITIAL STATEMENT OF WORK (SOW),Initial Statement of Work,Initial Statement of Work -"42B. Sidewalk Use and Maintenance - - - - Tenant shall, at its sole cost and expense, keep the sidewalk in front of the Premises 18 inches into the street from the curb clean free of garbage, waste, refuse, excess water, snow, and ice and Tenant shall pay, as additional rent, any fine, cost, or expense caused by Tenant's failure to do so. In the event Tenant operates a sidewalk café, Tenant shall, at its sole cost and expense, maintain, repair, and replace as necessary, the sidewalk in front of the Premises and the metal trapdoor leading to the basement of the Premises, if any. Tenant shall post warning signs and cones on all sides of any side door when in use and attach a safety bar across any such door at all times when open. - - - - In no event shall Tenant use, or permit to be used, the space adjacent to or any other space outside of the Premises, for display, sale or any other similar undertaking; except [1] in the event of a legal and licensed “street fair” type program or [2] if the local zoning, Community Board [if applicable] and other municipal laws, rules and regulations, allow for sidewalk café use and, if such I s the case, said operation shall be in strict accordance with all of the aforesaid requirements and conditions. . In no event shall Tenant use, or permit to be used, any advertising medium and/or loud speaker and/or sound amplifier and/or radio or television broadcast which may be heard outside of the Premises or which does not comply with the reasonable rules and regulations of Landlord which then will be in effect.",Sidewalk Maintenance and Use,Sidewalk Maintenance and Use -"A. STANDARD SOFTWARE AND SERVICES AGREEMENT - -1. Deliverables. Company shall provide Client with software, technical support, product management, development, and testing services (“Services”) to the Client as described on one or more Statements of Work signed by Company and Client that reference this Agreement (“SOW” or “Statement of Work”). Company shall perform Services in a prompt manner and have the final product or service (“Deliverable”) ready for Client no later than the due date specified in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the Change Order process defined in the applicable SOW. Client shall assist Company by promptly providing all information requests known or available and relevant to the Services in a timely manner. - -2. Onsite Services. - - 2.1 Onsite visits will be charged on a daily basis (minimum 8 hours). - - 2.2 Time and expenses will be charged based on actuals unless otherwise described in an Order Form or accompanying SOW. - - 2.3 All work will be executed during regular working hours Monday-Friday 0800-1900. For work outside of these hours on weekdays, Company will charge one hundred percent (100%) of the regular hourly rate and two hundred percent (200%) for Saturdays, Sundays and public holidays applicable to Company. - - 2.4 If scheduled onsite visits are cancelled less than ten (10) working days in advance of the scheduled date, Company is entitled to charge fifty percent (50%) of the expected revenue associated with this onsite activity as compensation. - -3. Deposit. An initial payment (the “Deposit”) of One Hundred Thousand Dollars ($100,000) is due to Company at signing. - -4. Dates of Performance. Company will begin performing services upon receipt of signed Agreement and Deposit. Unless terminated as provided in this Agreement, Company will complete Services by the Completion Date. Deliverable shall be furnished to Client within 72 hours of final payment for the Services. - -5. Change in Services. If Client desires changes to the SOW, Client shall submit to Company a written request in accordance with the change order process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Company and the Client. If additional SOW are executed, then Client shall pay Company for all services performed prior to the additional SOW before Company begins work on the new SOW. - -6. Termination. This agreement shall continue in force and effect until May 31, 2025 and shall be automatically renewed for successive one-year terms annually thereafter unless notice of non-renewal is given by the Company or the Client before the end of the term. Company shall have the right to modify, reject, or terminate any SOW and any related work in process with five days written notice to Client. In the event Company terminates the SOW prior to completion of Services, the Client shall pay Company the fees due under the SOW with respect to Services completed as of the date of termination. Payment for completed work will be deducted from the deposit. Company will retain the non-refundable 50% of the Deposit and return any unearned portion exceeding 50% of the Deposit. Any amount due for services performed by Company above the deposit will be billed to Client and Client shall promptly pay. - -7. Payment. In exchange for Company’s Services under this Agreement, the Client shall pay Company the contract price and deposit set forth above. Company will submit a final invoice to Client for all services rendered by the Services Completion Date and Client shall promptly pay. Client is restricted from using any form of the Deliverable until final payment is received. Client shall pay travel and other expenses incurred by Company in performing the Services. In the event of a good faith dispute with regard to an item appearing on an invoice, Company shall have the right to withhold the Deliverable while the parties attempt to resolve the disputes. - -8. Representations and Warranties. - - 8.1 Company’s Representation. Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation. - - 8.2 Client’s Representation. Client represents that any materials provided to Company by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation. - - 8.3 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. - -9. Indemnification. Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding elements or materials provided by Client and incorporated into the Deliverable. Additionally, Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding Client’s unauthorized use of any music, images, or other materials comprising the Deliverable. - -10. Limitation of Liability. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. - -11. Compliance with Laws. Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection. - -12. General Provisions. - - 12.1 Insurance Company will maintain during the entire Term of this Agreement, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII authorized to do business in the jurisdictions where the Company services are to be performed. - - (a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Client. - - (b) Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. - - (c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client. - - (d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.",Service Terms,Onsite Services -"42A. Deliveries, Waste Removal, and Pest Extermination - - - - All deliveries to the Premises, and the removal of garbage, waste and refuse shall be subject to Rules and Regulations to be reasonably established by the Landlord, in its reasonable judgment and discretion, with due regard to the character and operation of the Building. All deliveries to the Premises, and the removal of garbage, waste and refuse shall be through the front door of the Premises and/or the side door; no such deliveries or removal shall be made through the entrance to the residential portion of the Building, if any. - - - - Tenant, at Tenant's sole cost and expense, shall be responsible for the removal and disposal of all of garbage, waste, and refuse from the Premises on a daily basis. Tenant shall cause all garbage, waste and refuse to be stored within the Premises until thirty (30) minutes before closing, except that Tenant shall be permitted, to the extent permitted by law, to place garbage outside the Premises after the time specified in the immediately preceding sentence for pick up prior to 6:00 A.M. next following. Garbage shall be placed at the edge of the sidewalk in front of the Premises at the location furthest from the main entrance to the Building or such other location in front of the Building as may be specified by Landlord. - - - - Tenant, at its sole cost and expense, agrees to use all reasonable diligence in accordance with the best prevailing methods for the prevention and extermination of vermin, rats, and mice, mold, - - - - - - fungus, allergens, bacteria and all other similar conditions in the Premises. Tenant, at Tenant's expense, shall cause the Premises to be exterminated from time to time to the reasonable satisfaction of Landlord and shall employ licensed exterminating companies. Landlord shall not be responsible for any cleaning, waste removal, janitorial, or similar services for the Premises, and Tenant shall not be entitled to seek any abatement, setoff or credit from the Landlord in the event any conditions described in this Article are found to exist in the Premises.",Waste Removal and Disposal,Garbage and Waste Removal -" Informed consent - -  Screening visit - -  Lead-in and insulin transition period (see Section 9.2.1) - -  4 inpatient CRU study visits (including dose finding assessment [see Section 9.2.2]) - -  A follow-up visit",Study Protocol,Informed Consent Requirements -"Section 12.2 The arbitration shall be conducted by a single arbitrator as agreed upon by the Parties. If the Parties cannot agree on a single arbitrator, the arbitration will be conducted before a panel of three arbitrators, one selected by each Party and the third arbitrator selected by the Parties’ two arbitrators from a panel provided by - - the American Arbitration Association. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the agreement between the Parties and the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator shall be - - appointed unless he or she has agreed in writing to abide and be bound by these procedures.",Arbitration Procedures,Applicability and Enforceability -"The Base Rent shall be a sum equal to the fair market renewal rental value of the Premises for the Extension Term, based on and taking into account the rentals at which extensions or renewals of leases are being concluded for comparable space in the Project and in Comparable Buildings in the West Palm Beach, Florida area at that time and for such a term and taking into account the terms and conditions of this Lease and anticipated inflation during the extended Lease Term (the ""Fair Market Rental Value"" or the ""Value"").",Base Rent Calculation,Fair Market Rental Value -"Landlord covenants and agrees that, on Tenant's paying rent and performing all of the other provisions of this Lease on its part to be performed, Tenant may peaceably and quietly hold and enjoy the Premises for the Lease Term without material hindrance or interruption by Landlord or any other person claiming by, through, or under Landlord, subject, nevertheless, to the terms, covenants, and conditions of this Lease and all existing or future ground leases, underlying leases, or mortgages encumbering the Project.",Quiet Enjoyment,No Encumbrances -"B. INITIAL STATEMENT OF WORK (SOW) The purpose of this SOW is to describe the Software and Services that Company will initially provide to Daltech, Inc. the “Client”) under the terms and conditions of the Services Agreement entered into between the parties on June 15, 2021 (the “Agreement”). Additional terms and conditions may be set forth in this SOW, and additional SOWs that may be subsequently signed.",Initial SOW Description,SOW Details -"denies vertigo, rhinorrhea, congestion, sore throat, hearing loss, diplopia",Symptoms,Vertigo and Ear Symptoms -"4. Objectives and Endpoints - - Table ITRV.1 shows the objectives and endpoints of the study.",Objectives and Endpoints,Objectives and Endpoints -"the sale of prescription drugs, cosmetics, health and beauty aid products and pharmaceutical products;",Prescription Drug Sales,prescription drug sales -"67. Tenant’s Checks to Landlord - - - -If and so long as Tenant shall not have ever been in default in the timely payment of fixed rent or additional rent or the timely performance of any of Tenant’s other obligations under this Lease beyond the time provided in this Lease to cure such default, and so long as Tenant's payments of rent and additional rent are not rejected or returned by a financial institution for insufficient funds more than two times in any 12 month period, Landlord will accept payments due by Tenant hereunder by unendorsed check payable to Landlord or its designated agent, subject to collection and drawn on a bank or trust company that is a member of the New York Clearing House Association. From and after any default by Tenant, and whether or not the same shall be cured, Landlord may at any time thereafter require Tenant to pay the fixed rent and additional rent by unendorsed certified or official bank check payable to Landlord drawn on a bank or trust company that is a member of the New York Clearing House Association.",Tenant's Checks to Landlord,Payment and Collection -"[Signature Page Follows] - -Accepted and agreed to as of the SOW Effective Date by the authorized representative of each party. - -Daltech, Inc. - -MagicSoft, Inc. - -Signature: - - - -Signature: - - - - - - - - - -Print Name: James Carter - - - - - - - -Print Name: Morris Minor - -Print Title: CTO - -Print Title: CEO - -Date: 06/01/2021 - -Date: 06/01/2021 - -Email: carter@daltech.com - -Email: morris@magicsoft.com",Signature Block,Signature Page -"choose either Landlord's determination or Tenant's determination submitted to the Appraiser as the better estimate of Fair Market Minimum Annual Rent, being the determination which is closer to the Fair Market Minimum Annual Rent determined by the Appraiser using the definition set forth in this Article 72, within thirty (30) days after the date that the Appraiser is designated. The Appraiser's aforesaid choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with the procedure described herein, and fifty (50%) percent of any AAA fees and fees of the Appraiser. Either Landlord or Tenant shall have the right to submit to the Appraiser any material in support of its determination of Fair Market Minimum Annual Rent within ten (10) business days of the date of the selection of the Appraiser. After a determination has been made of the Fair Market Minimum Annual Rent, the parties shall execute and deliver a lease amendment memorializing the extension of the Term as described in this Article 72 and setting forth the Rent payable by Tenant during the Renewal Term, but the failure to so execute and deliver any such instrument shall not affect the determination of Fair Market Minimum Annual Rent (and, accordingly, the Rent payable during the Renewal Term).",Fair Market Rent Determination,Appraiser Selection -"If Landlord does not elect either of the options provided in the Recapture section of this article, Landlord shall not unreasonably withhold or delay its consent to a proposed transfer. It shall be deemed reasonable for Landlord to withhold consent to any proposed transfer if any of the following conditions have not been established to Landlord's satisfaction:",Transfer Consent Requirements,Unreasonable Withholding or Delay -"8.2 Remedies. If Tenant defaults, in addition to all remedies provided by law, including the right to terminate this Lease, Landlord may declare the entire balance of all Rent due under this Lease for the remainder of the Lease Term to be forthwith due and payable and may collect the then present value of the Rents (calculated using a discount rate equal to the discount rate of the branch of the Federal Reserve Bank closest to the Premises in effect as of the date of the default). Tenant waives all rights of redemption or to prevent a forfeiture that it has under applicable law after this Lease has been terminated or Tenant has surrendered or abandoned the Premises or has been evicted or otherwise dispossessed from the Premises.",Default Remedies,Remedies -"In exchange for Company’s Services under this Agreement, the Client shall pay Company the contract price and deposit set forth above. Company will submit a final invoice to Client for all services rendered by the Services Completion Date and Client shall promptly pay. Client is restricted from using any form of the Deliverable until final payment is received. Client shall pay travel and other expenses incurred by Company in performing the Services. In the event of a good faith dispute with regard to an item appearing on an invoice, Company shall have the right to withhold the Deliverable while the parties attempt to resolve the disputes.",Payment and Dispute Resolution,Payment Terms -" amount of principal or interest may be determined by reference to one or more underlying indices, commodities, securities or other rates, measures or instruments",Index-Linked Payments,Underlying Indices -TX CHANGES - CANCEL AND NONRENEWAL,TX Changes,TX Changes -"3.3 Master Covenants. “Master Covenants” means that certain Declaration of Master Covenants, Easements & Restrictions and Master Deed for the Building. The parties to the Master Covenants shall be Landlord or its successors and the collective ownership of the “Condominium Parcel”, which Condominium Parcel constitutes floors 18 through 20 for the Building. The purpose of the Master Covenants shall be to provide for the operation, maintenance, cleaning, repairs, replacement and regulation of use of those features and elements of the Building which are utilized and enjoyed by the Condominium Parcel owners, the Landlord and the tenants of the “Office Parcel”, which Office Parcel constitutes floors 1 through 17 of the Building.",Master Covenants,Master Covenants Agreement -Common coverage and amendments,Common Coverage and Amendments,Common Coverage and Amendments -"Accepted and agreed to as of the SOW Effective Date by the authorized representative of each party. - -Daltech, Inc. - -MagicSoft, Inc. - -Signature: - - - -Signature: - - - - - - - - - -Print Name: James Carter - - - - - - - -Print Name: Morris Minor - -Print Title: CTO - -Print Title: CEO - -Date: 06/01/2021 - -Date: 06/01/2021 - -Email: carter@daltech.com - -Email: morris@magicsoft.com",Signature & Date,Endorsement -diabetic neuropathy Metformin 500 mg qam – biguanide used to treat diabetes Aspirin 81 mg qam - prophylaxis for MI and TIA Servant 1puff bid -,Diabetes Medication Regimen,Treatment Modifications -"Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a party from disclosing the other party’s Confidential Information to the extent required by any order, subpoena, law, statute or regulation; provided, that the party required to make such a disclosure uses reasonable efforts to give the other party reasonable advance notice of such required disclosure in order to enable the other party to prevent or limit such disclosure.",Compelled Disclosure,Compelled Disclosure -Debris Removal (additional amount),Debris Removal,Debris Removal -"Tenant agrees that all signs, awnings, protective gates, security devices and other installations visible from the exterior of the Premises shall be subject to Landlord's prior written approval, shall be subject to the prior approval of the Landmarks Preservation Commission of the City of New York, if required, and shall not interfere with or block either of the adjacent stores, provided, however, that Landlord shall not unreasonably withhold consent for signs that Tenant desires to install. Tenant agrees that any permitted signs, awnings, protective gates, security devices, and other installations shall be installed at Tenant’s sole cost and expense professionally prepared and dignified and subject to Landlord's prior written approval, which shall not be unreasonably withheld, delayed or conditioned, and subject to such reasonable rules and restrictions as Landlord from time to time may impose. Tenant shall submit to Landlord drawings of the proposed signs and other installations, showing the size, color, illumination and general appearance thereof, together with a statement of the manner in which the same are to be affixed to the Premises. Tenant shall not commence the installation of the proposed signs and other installations unless and until Landlord shall have approved the same in writing. . Tenant shall not install any neon sign. The aforesaid signs shall be used solely for the purpose of identifying Tenant's business. No changes shall be made in the signs and other installations without first obtaining Landlord's prior written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant shall, at its own cost and expense, obtain and exhibit to Landlord such permits or certificates of approval as Tenant may be required to obtain from any and all City, State and other authorities having jurisdiction covering the erection, installation, maintenance or use of said signs or other installations, and Tenant shall maintain the said signs and other installations together with any appurtenances thereto in good order and - - - - - - condition and to the satisfaction of the Landlord and in accordance with any and all orders, regulations, requirements and rules of any public authorities having jurisdiction thereover. Landlord consents to Tenant’s Initial Signage described in annexed Exhibit D. - - - - Upon the expiration or termination of the term of this Lease, the Tenant shall remove all signs and other installations installed by Tenant, if any, at its sole cost and expense and shall, at its sole cost and expense, repair any damage to the Building caused by the installation or removal of any such signs or other installations and restore the Building to a satisfactory condition to make it as if no sign or other installations had been placed thereon. In the event that the Tenant violates any of the provisions of this Article, the Landlord may remove the subject items without any liability to the Tenant and may charge the Tenant all of the Landlord’s costs and expenses incurred in connection with the removal and disposal of such items, and the repair of the part of the Building to which such items were attached. - - - - In order to maintain the highest standards of appearance, character and dignity for the Building, no paper or other signs shall be placed on the windows or exterior of the Premises or shall be placed in the Premises so that they can be seen from the outside of the Premises unless the same are tastefully and professionally prepared and approved by Landlord.",Signage Requirements,Signage and Signage Requirements -"PRESENTED BY - - PROPOSED ON 05/14/2021 FOR - - InsA LLC - - NO1 REAL ESTATE INC. - - Street 1, SUITE 100 - - Road 2, SUITE 400 - - City, State, Zip Code - - City, State, Zip Code - - On behalf of INSA LLC and The InsuranceA Indemnity Company and its Affiliates*, we appreciate the opportunity to provide NO1 REAL ESTATE INC. with the ollowing policy proposal. - - InsuranceA Risk Control: Our Expertise is Your Advantage - - InsuranceA Risk Control is an innovative provider of cost-effective risk management services and products. As one of the largest Risk Control departments in the industry, our scale allows the right resource at the right time to meet customer needs. For over 110 years, our loss prevention professionals have assisted agents, brokers and customers across the country and around the world. - - https://www.InsuranceA.com/risk-control - - Claim Services: - - InsuranceA has over 11,000 highly trained Claim professionals located across the - - U.S. Our local field representatives are supported by teams of dedicated customer service, catastrophe response, legal, medical, investigative, engineering, and large loss experts. Technology claims can be complex and expensive. We’ll help you manage claims to control your total risk-related costs. - - https://www.InsuranceA.com/claims - - Commercial Property Program - - Policy Number - - Y-630-001 - - Effective - - 05/29/2021 – 05/29/2022 - - Insuring Company - - THE INSURANCEA INDEMNITY COMPANY - - Automobile - - Policy Number - - BA-001 - - Effective - - 05/29/2021 – 05/29/2022 - - Insuring Company - - THE INSURANCEA INDEMNITY COMPANY OF AMERICA - - Umbrella - - Policy Number - - CUP-001 - - Policy Term - - 05/29/2021 – 05/29/2022 - - Insuring Company - - INSURANCEA PROPERTY CASUALTY COMPANY OF AMERICA - - Locations schedule - - 630 - 001 – Commercial Property Program - - LOC/BLDG - - DESCRIPTION - - ADDRESS - - 1/1 - - OFFICE - - STE 400, HOUSTON, TX, 77042 - - 2/2 - - OFFICE - - Ave, HOUSTON, TX, 77042 - - 3/3 - - VACANT BLDG - - AVE, HOUSTON, TX, 77042 - - 3/4 - - PARKING GARAGE - - AVE, HOUSTON, TX, 77042 - - 4/5 - - OFFICE - - AVE, HOUSTON, TX, 77042 - - 4/6 - - PARKING GARAGE - - AVE, HOUSTON, TX, 77042 - - 5/7 - - OFFICE - - AVE, HOUSTON, TX, 77082 - - 6/8 - - OFFICE - - AVE, BLDG 1, HOUSTON, TX, 77082 - - 6/9 - - PARKING GARAGE - - AVE, BLDG 2, HOUSTON, TX, 77082 - - 7/10 - - OFFICE - - AVE, HOUSTON, TX, 77082 - - 8/11 - - OFFICE - - FRWY, BLDG 1, HOUSTON, TX, 77036 - - 8/12 - - PARKING GARAGE - - FRWY, BLDG 2, HOUSTON, TX, 77036 - - 8/13 - - DRIVE THRU BANK - - FRWY, BLDG 3, HOUSTON, TX, 77036 - - 9/14 - - OFFICE - - DR, BLDG 1, HOUSTON, TX, 77082 - - 9/15 - - PARKING GARAGE - - DR, BLDG 2, HOUSTON, TX, 77082 - - 10/16 - - OFFICE - - RD, SPRING, TX, 77380 - - 11/17 - - OFFICE - - RD, SPRING, TX, 77380 - - 12/18 - - OFFICE - - FRWY, SPRING, TX, 77379 - - 13/19 - - OFFICE - - 18311-18419, SPRING, TX, 77379 - - 14/20 - - OFFICE - - RD, HOUSTON, TX, 77082 - - Policy Number - - 630-001 - - Coverages and limits of insurance – described premises - - Insurance applies on a BLANKET basis only to a coverage or type of property for which a Limit of Insurance is shown below, and then only at the premises locations for which a value for such coverage or property is shown on the Statement of Values dated 6/24/2021 , or subsequently reported to and insured by us. For Insurance that applies to a specific premises location see Deluxe Property Coverage Part Schedule - Specific Limits - - BLANKET DESCRIPTION OF COVERAGE OR PROPERTY - - LIMITS OF INSURANCE - - Buildings - - $111,158,795 - - Co-insurance provision - - Coinsurance does not apply to Blanket Coverages shown above. - - Valuation provision - - Replacement cost (subject to limitations) applies to most types of covered property (See Valuation Loss Condition). - - Deluxe property coverage part schedule - specific limits - described premises - - Insurance applies only to a premises location and building number and to a coverage or type of property for which a Specific Limit of Insurance is shown on schedule. - - Co-insurance provision - - Coinsurance does not apply to any Building,Personal Property or “Stock” coverage for which a Specific Limit of Insurance applies as shown on schedule. - - Valuation provision - - Replacement cost (subject to limitations) applies to most types of covered property (See Valuation Loss Condition). - - Additional covered property - - Personal Property at Undescribed Premises - - LIMITS OF INSURANCE - - At any “exhibition” premises - - Not Covered - - At any installation premises or temporary storage premises - - Not Covered - - At any other not owned, leased or regularly operated premises - - $25,000 - - Personal Property in Transit - - $25,000 - - Deluxe property coverage form - additional coverages & coverage extensions - - The Limits of Insurance shown in the left column are included in the coverage form and apply unless a Revised Limit of Insurance or Not Covered is shown in the Revised Limits of Insurance column on the right. The Limits of Insurance apply in any one occurrence unless otherwise stated. - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Accounts Receivable: - - At all described premises - - $50,000 - - In transit or at all undescribed premises - - $25,000 - - Appurtenant Buildings and Structures - - $100,000 - - Claim Data Expense - - $25,000 - - Covered Leasehold Interest – Undamaged Improvements & Betterments - - Lesser of Your Business Personal Property limit or: - - $100,000 - - Debris Removal (additional amount) - - $250,000 - - Deferred Payments - - $25,000 - - Duplicate Electronic Data Processing Data and Media - - $50,000 - - Electronic Data Processing Data and Media - - At all described premises - - $50,000 - - Employee Tools - - In any one occurrence - - $25,000 - - Any one item - - $2,500 - - Expediting Expenses - - $25,000 - - Extra Expense - - $25,000 - - Fine Arts - - At all described premises - - $50,000 - - In transit - - $25,000 - - Fire Department Service Charge - - Included* - - Fire Protective Equipment Discharge - - Included* - - Green Building Alternatives – Increased Cost - - Percentage 1% - - Maximum amount – each building - - $100,000 - - Green Building Reengineering and Recertification Expense - - $25,000 - - Limited Coverage for Fungus, Wet Rot or - - Dry Rot – Annual Aggregate - - $25,000 - - Loss of Master Key - - $25,000 - - Newly Constructed or Acquired Property: - - Buildings - each - - $2,000,000 - - Personal Property at each premises - - $1,000,000 - - • means included in applicable Covered Property Limit of Insurance - - Deluxe property coverage form - additional coverages & coverage extensions - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Non-Owned Detached Trailers - - $25,000 - - Ordinance or Law Coverage - - $250,000 - - $1,000,000 - - Outdoor Property - - $25,000 - - Any one tree, shrub or plant - - $2,500 - - Outside Signs - - At all described premises - - $100,000 - - At all undescribed premises - - $5,000 - - Personal Effects - - $25,000 - - Personal Property At Premises Outside of the Coverage Territory - - $50,000 - - Personal Property In Transit Outside of the Coverage Territory - - $25,000 - - Pollutant Cleanup and Removal – Annual Aggregate - - $100,000 - - Preservation of Property - - Expenses to move and temporarily store property - - $250,000 - - Direct loss or damage to moved property - - Included* - - Reward Coverage - - 25% of covered loss up to a maximum of: - - $25,000 - - Stored Water - - $25,000 - - Theft Damage to Rented Property - - Included* - - Undamaged Parts of Stock in Process - - $50,000 - - Valuable Papers and Records – Cost of Research - - At all described premises - - $50,000 - - In transit or at",InsuranceA Risk Control Proposal,Policy Proposal Details -"are on stable prandial insulin and basal insulin (neutral protamine Hagedorn [NPH] insulin, insulin glargine or insulin detemir) for at least 3 months before screening with a total insulin dose demand of ≤1.5 U/kg/day",Eligibility Criteria,Inpatient Dosing Days Exclusion Criteria -"Family History: - - Patient's Dad died of liver cirrhosis at age 57, mom died of heart attack at age 60. She has 6 siblings who most died of cardiac disease. There is no family history of cancer.",Cardiac Disease Family History,Family History -"This lease shall be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws) of the State of New York. In respect of any dispute between the parties regarding the subject matter hereof, the parties hereby irrevocably consent and submit to in personam jurisdiction in the courts of New York, located in the county in which the Building is located, including the United States courts located in said county, and to all proceedings in such courts. The parties hereby agree that such courts shall be the venue and exclusive and proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this lease and that they will not contest or challenge the jurisdiction or venue of these courts.",Jurisdiction,Governing Law -" economic, military, financial, regulatory, political, terrorist and other events that affect securities generally; - -  interest and yield rates in the market; - -  the time remaining until a note matures; and - -  our creditworthiness. As a result of these and other factors, if you sell your note prior to maturity, you may receive less than the accreted value of your note. Moreover, these factors interrelate in complex ways, and the effect of one factor may offset or enhance the effect of another factor.",Market Factors Affecting Note Value,Risk Factors -"Each Party shall cooperate with the other Party in promptly reviewing, investigating and resolving any written, electronic, or oral communication that alleges deficiencies related to the identity, quality, durability, reliability, safety, effectiveness, or performance of Products or any other “complaint” within the meaning of the U.S. Food and Drug Administration regulations governing medical devices, in each case to the extent related to Products purchased hereunder (“Complaints”).",Complaint Resolution,Cooperation with US FDA Regulations -"Tenant expressly covenants that Tenant shall not voluntarily or involuntarily assign, encumber, mortgage or otherwise transfer this Lease, or sublet the Premises or any part thereof, or suffer or permit the Premises or any part thereof to be used or occupied by others, by operation of law or otherwise, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. or conditioned. Absent such consent, any act or instrument purporting to do any of the foregoing shall be null and void.",No Assignment,No Assignment -"In the event that the Premises are not surrendered at the end of the Lease term, Tenant shall indemnify and save Landlord harmless against all costs, claims, loss, or liability resulting from delay by Tenant in so surrendering the Premises, including, without limitation, any claims made by any succeeding tenant founded on such delay.",Surrender Delay Indemnification,Surrender of Premises -"Administrative Information - - Investigator In Charge (IIC): - - David C Bowling - - Additional Participating Persons: - - Karsten Severin; German BFU - - Investigation Docket: - - NTSB accident and incident dockets serve as permanent archival information for the NTSB’s investigations. Dockets released prior to June 1, 2009 are publicly available from the NTSB’s Record Management Division at pubinq@ntsb.gov, or at 800-877-6799. Dockets released after this date are available at http://dms.ntsb.gov/pubdms/.",Administrative Details,Investigation Details -It is unlikely that the patient has edema caused by abscess or tonsillitis since she does not have any associated fever or other signs of infection and the sudden onset of her swelling also argues against this. It is not likely a foreign body since ENT did not find anything when they scoped her.,No Infection/Foreign Body,Cause of Swelling -"PREMISES - - BUILDINGS - - LOCATION NO. - - No. - - 2-13 - - 2-19 - - the following percentage applies:",Building Location Percentages,Building and Building Location -"12.2.1 Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement. - - 12.2.2 Independently Developed Intellectual Property. Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party.",Intellectual Property Ownership,Independently Developed Intellectual Property -"At the following described premises: - - PREMISES - - BUILDINGS - - LOCATION NO. - - No. - - 2-13 - - 2-19 - - the following percentage applies:",Premises Percentage,Casualty Damage and Restoration -"CRD is in the business of distributing pharmaceutical products to wholesalers, specialty distributors, physicians, clinics, hospitals, retail pharmacies, and other health care providers in the Territory, and of providing Information Systems and other services that support its customers’ use of its distribution capabilities (collectively, the “Services”).",Business Description,Services Provided -"Subject to the terms and conditions contained elsewhere in this Lease, Tenant’s use of the basement shall not, in any way, block Landlord's use of same, or interfere with any machinery or equipment in the basement. Tenant agrees that its use of the basement shall be in accordance with reasonable rules and regulations to be established by Landlord.",Basement Use,Basement Use -"All fixed rent and additional rent (collectively hereinafter referred to as ""rent"") shall be paid in such coin or currency (or, subject to collection, by good check payable in such coin or currency) of the United States of America as at the time shall be legal tender for the payment of public and private debts, at the office of Landlord as set forth above, or at such place and to such person as Landlord from time to time may designate.",Payment of Rent,Rent Payment Terms -"If applicable for the then-current use of the Demised Premises, Tenant shall install and maintain grease traps and/or grease interceptors, if and as required by all governmental and quasi- governmental authorities and all insurance regulations and insurance carrier requirements, to handle waste, including grease, oil or any material whatsoever which could damage, obstruct or overload any drainage, sewer or other system. Tenant shall maintain exhaust ducts to ensure proper ventilation of the Demised Premises as required by all governmental and quasi-governmental authorities and all insurance regulations and insurance carrier requirements.",Grease Traps/Interceptors and Exhaust,Grease Trap and Ventilation Requirements -" may be subject to redemption at the option of The Goldman Sachs Group, Inc. or repayment at the option of the holder",Redemption or Repayment Option,Redemption and Payments -"In no event shall Tenant be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or delayed its consent or approval to any request of Tenant in such instances, if any, where Landlord is expressly required hereunder, or under law, not to unreasonably withhold or delay such consent. Tenant's sole remedy shall be an action or proceeding to enforce any such provision, or for specific performance, injunction or declaratory judgment.",Waiver of Money Damages,Unreasonable Withholding or Delay -"DESCRIPTION - - FORM NUMBER - - TEXAS CHANGES - - CG 01 03 06 06 - - EXCLUSION - DISCRIMINATION - - CG D1 42 02 19 - - AMEND-NON CUMULATION OF EACH OCC - - CG D2 03 12 97 - - FUNGI OR BACTERIA EXCLUSION - - CG D2 43 01 02 - - ADD'L INSURED-MORTGAGEE,ASSIGNEE, - - CG D3 25 01 04 - - TOTAL AGGR LIMIT & DESIG LOC AGGR LIMIT - - CG D3 74 02 19 - - AMEND CONTRAC LIAB EXCL-EXC TO NAMED INS - - CG D4 21 07 08 - - XTEND ENDORSEMENT FOR SERVICE INDUSTRIES - - CG D4 67 02 19 - - EXCL-VIOLATION OF CONSUMER FIN PROT LAWS - - CG D6 18 10 11 - - TX CHANGES-EMPL-RELATED PRACTICES EXCL - - CG F2 68 02 19 - - COMM'L GENERAL LIABILITY DEC - - CG T0 01 11 03 - - DECLARATIONS PREMIUM SCHEDULE - - CG T0 07 09 87 - - KEY TO DECLARATIONS PREMIUM SCHEDULE - - CG T0 08 11 03 - - EMPLOYEE BENEFITS LIAB COV PART DEC - - CG T0 09 09 93 - - TABLE OF CONTENTS - COM GEN LIAB COV - - CG T0 34 02 19 - - EMPLOYEE BENEFITS LIAB TABLE OF CONTENTS - - CG T0 43 01 16 - - COMMERCIAL GENERAL LIABILITY COV FORM - - CG T1 00 02 19 - - EMPLOYEE BENEFITS LIABILITY COV FORM - - CG T1 01 01 16",Agreement Description,Declarations -"with history of prolapse. Musculo Skeletal - no changes in strengths, no joint tenderness or swelling Neurologic - No changes in memory Psychology - No changes in mood Heme/Lymph - Denies easy bruising",Musculoskeletal and Neurologic Exam,Musculoskeletal Exam Findings -"1. Deliverables. Company shall provide Client with software, technical support, product management, development, and testing services (“Services”) to the Client as described on one or more Statements of Work signed by Company and Client that reference this Agreement (“SOW” or “Statement of Work”). Company shall perform Services in a prompt manner and have the final product or service (“Deliverable”) ready for Client no later than the due date specified in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the Change Order process defined in the applicable SOW. Client shall assist Company by promptly providing all information requests known or available and relevant to the Services in a timely manner.",Deliverables,Deliverables -"In lieu of providing the insurance coverages described above and with the express approval of Shipper’s Risk Management Department, Carrier may furnish evidence of its authorization to self-insure.",Self-Insurance Option,Self-Insurance Coverage -"Tenant shall pay to Landlord, as additional rent, an amount equal to Tenant's Share of the amount by which Taxes for any Escalation Year during the term of this Lease exceed the Base Year Taxes.",Tax Escalation Payment,Tax Payment -"3.1 General. Tenant shall continuously use and occupy the Premises only for the Permitted Use of the Premises to the extent not prohibited by the Rules and Regulations. Tenant shall not use or permit or suffer the use of the Premises for any other business or purpose. Tenant shall conform to the Rules and Regulations. ""Rules and Regulations"" shall mean the rules and regulations for the Project promulgated by Landlord from time to time. The Rules and Regulations which apply as of the Date of this Lease are attached as EXHIBIT ""D"".",Permitted Use,Permitted Use -"63. End of Term - - - - In the event that the Premises are not surrendered at the end of the Lease term, Tenant shall indemnify and save Landlord harmless against all costs, claims, loss, or liability resulting from delay by Tenant in so surrendering the Premises, including, without limitation, any claims made by any succeeding tenant founded on such delay. - - - - Additionally, the parties recognize and agree that other damage to Landlord resulting from any failure by Tenant to timely surrender the Premises will be substantial, will exceed the amount of monthly rent theretofore payable hereunder, and will be impossible of accurate measurement. Tenant therefore agrees that if possession of the Premises is not surrendered to Landlord within one (1) day after the date of the expiration or sooner termination of the term of this Lease, then Tenant will pay Landlord as liquidated damages for each month and for each portion of any month during which Lessee holds over in the Premises after the expiration of the term of this Lease, a sum equal to one and one-half (1.5) times the average rent and additional rent which was payable per month under this Lease during the last six months of the term thereof, which sum Tenant agrees to pay to Landlord upon demand, in full, without set-off or deduction, and which sum Tenant agrees is fair and reasonable and does not constitute a penalty. (“Holdover Use and Occupancy”). - - - -Nothing contained in this clause shall be construed to mean that the Landlord has given permission for Tenant or anyone else who occupies the Premises to remain on the Premises as a monthly Tenant, or as a Tenant from month to month and the Landlord may proceed to evict the Tenant as a ""Holdover."" Neither the billing nor the collection of use and occupancy in the above amount shall be deemed a waiver of any right of the Landlord to collect damages for Tenant's failure to vacate the Premises after the expiration or sooner termination of this Lease. If Tenant holds over in possession after the expiration or sooner termination of the term of this Lease, such holding over shall not be deemed to extend the term or renew the Lease, but such holding over thereafter shall continue upon the covenants and conditions herein set forth in the Lease. The aforesaid obligations shall survive the expiration or sooner termination of the term of this Lease. - - - - In the event that on the date the Landlord repossesses the Premises under any provision of this Lease or upon the termination of this Lease or upon the expiration of the demised term, whichever is earlier, there remains within the Premises any property belonging to the Tenant said property shall be deemed to have been abandoned by the Tenant, at which time the Landlord may remove said property and dispose of said property in any manner as it deems fit, without any liability whatsoever. - - - - In the event that the Premises are not surrendered at the end of the Lease term, Tenant shall indemnify Landlord against loss or liability resulting from Tenant's delay in surrendering the Premises thereafter until said Premises are surrendered.",End of Term,Holdover Indemnification -"Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future Requirements regarding the collection, sorting, separation, and recycling of waste products, garbage, refuse and trash. Tenant shall sort and separate such waste products, garbage, refuse and trash into such categories as provided by law. Each separately sorted category of waste products, garbage, refuse and trash shall be placed in separate receptacles reasonably approved by Landlord and/or the Controlling Governmental agency(ies). Such separate receptacles may, at Landlord's option, be removed from the demised Premises in accordance with a collection schedule prescribed by law.",Waste Sorting and Recycling,Waste Products and Recycling -"Germany - - This report is for informational purposes only and contains only information released by, or obtained from, the BFU of Germany. - - Page 1 of 3 - - Pilot Information - - Certificate: - - Age: - - Airplane Rating(s): - - Seat Occupied: - - Other Aircraft Rating(s): - - Restraint Used: - - Instrument Rating(s): - - Second Pilot Present: - - Instructor Rating(s): - - Toxicology Performed: - - Medical Certification: - - Last FAA Medical Exam: - - Occupational Pilot: - - Last Flight Review or Equivalent: - - Flight Time: - - Aircraft and Owner/Operator Information - - Aircraft Make: - - Cirrus Design Corp. - - Registration: - - N141CD - - Model/Series: - - SR-20 - - Aircraft Category: - - Airplane - - Year of Manufacture: - - Amateur Built: - - No - - Airworthiness Certificate: - - Serial Number: - - Landing Gear Type: - - Seats: - - Date/Type of Last Inspection: - - Certified Max Gross Wt.: - - Time Since Last Inspection: - - Engines: - - Airframe Total Time: - - Engine Manufacturer: - - ELT: - - Engine Model/Series: - - Registered Owner: - - Rated Power: - - Operator: - - Operating Certificate(s) Held: - - None - - Meteorological Information and Flight Plan - - Conditions at Accident Site: - - Instrument Conditions - - Condition of Light: - - Observation Facility, Elevation: - - Distance from Accident Site: - - Observation Time: - - Direction from Accident Site: - - Lowest Cloud Condition: - - Visibility - - Lowest Ceiling: - - Visibility (RVR): - - Wind Speed/Gusts: - - / - - Turbulence Type Forecast/Actual: - - / - - Wind Direction: - - Turbulence Severity Forecast/Actual: - - / - - Altimeter Setting: - - Temperature/Dew Point: - - Precipitation and Obscuration: - - Departure Point: - - Type of Flight Plan Filed: - - Unknown - - Destination: - - Jaleg, UN - - Type of Clearance: - - Departure Time: - - Type of Airspace: - - Airport Information - - Airport: - - Runway Surface Type: - - Airport Elevation: - - Runway Surface Condition: - - Runway Used: - - IFR Approach: - - Runway Length/Width: - - VFR Approach/Landing: - - Wreckage and Impact Information - - Crew Injuries: - - 1 Fatal - - Aircraft Damage: - - Substantial - - Passenger Injuries: - - N/A - - Aircraft Fire: - - Ground Injuries: - - N/A - - Aircraft Explosion: - - Total Injuries: - - 1 Fatal - - Latitude, Longitude: - - Administrative Information - - Investigator In Charge (IIC): - - David C Bowling - - Additional Participating Persons: - - Karsten Severin; German BFU - - Investigation Docket: - - NTSB accident and incident dockets serve as permanent archival information for the NTSB’s investigations. Dockets released prior to June 1, 2009 are publicly available from the NTSB’s Record Management Division at pubinq@ntsb.gov, or at 800-877-6799. Dockets released after this date are available at http://dms.ntsb.gov/pubdms/.",Pilot and Aircraft Information,Pilot and Aircraft Information -"(a) Not to cause, create or permit any fumes, vapors, or odors or permit the same to escape from the demised Premises into any other portion of the Building or the outside of the Building; and - - - - - - - - (b) Not to constitute a public or private nuisance. - - - - - - If Tenant installs and/or utilizes cooking equipment on the Premises:",No Fumes or Nuisance,Cooking Equipment and Use -"(ii) Use, or permit to be used, any advertising medium and/or loudspeaker, and/or sound amplifier, and/or radio or television broadcast which may be heard outside the Demised Premises or which does not comply with the general policies or rules and regulations then in effect for the Building;",No Nuisance,No Advertising -"Where any Confidential Information of the Disclosing Party is the subject of any national or governmental security regulations, the Receiving Party shall, and hereby undertakes to, take such measures as may be required by such regulations to protect such Confidential Information. Without prejudice to any obligations imposed on and assumed by the Receiving Party under any national or governmental security regulations, the obligations of confidentiality herein shall not apply to any Information which the Receiving Party by its written records can show:",National Security Regulations,Confidentiality of Arbitration - Zocor (simvastatin) 40 mg po qHS,Medication Prescription,Medication Use Eligibility Criteria -Business Income from Dependent Property,Business Income from Dependent Property,Dependent Property Income -"Suffer, allow or permit any offensive or obnoxious vibration, noise, odor or other undesirable effect to emanate from the Demised Premises, or any machine or other installation therein, or otherwise suffer, allow or permit the same to constitute a nuisance (it shall be the Tenant's obligation to install insulation and/or sound deadening devices as necessary to prevent any such vibration, noise, odor or other undesirable effect).",Nuisance Prevention,No Nuisance -Protocol I8B-MC-ITRV(b) A Study to Evaluate the Pharmacokinetics and Glucodynamics of LY900014 compared to Humalog® in,Protocol Description,Study Protocol -"Covered Auto Symbols - - (1) Any Auto - - (4) Owned Autos other than Private Passenger - - (7) Autos Specified on Schedule - - (2) All Owned Autos - - (5) All Owned Autos which require No-Fault Coverage - - (8) Hired Autos - - (3) Owned Private Passenger Autos - - (19) Mobile Equipment Subject to Auto Laws - - (6) Owned Autos Subject to Compulsory U.M. Law - - (9) Non-Owned Autos - - Policywide Options - - Limit - - Deductible - - Exposure - - Premium - - Hired Auto Coverage - - If Any - - Liability - - $ 1,000,000 - - $ - - 64.00 - - Non-Owned Auto Coverage - - 25 - - Liability - - $ 1,000,000 - - $ 256.00",Auto Coverage Options,Forms and Endorsements -25% of covered loss up to a maximum of:,Coverage Details,Building Coverage Details -Onsite visits will be charged on a daily basis (minimum 8 hours).,Onsite Visit Fees,Onsite Visits -"Constitutional - NAD, has been generally feeling well the last couple of weeks Eyes - no changes in vision, double vision, blurry vision, wears glasses ENT - No congestion, changes in hearing, does not wear hearing aids Skin/Breast - no rashes Cardiovascular - No SOB, chest pain, heart palpitations Pulmonary - hard to get a breath in but not short of breath, no cough Endocrine - No changes in appetite Gastro Intestinal - No n/v/d or constipation. Has not eaten because can't swallow solid - - foods.",No Abnormal Symptoms,Neurological Exam Findings -"Tenant, at its sole cost and expense, shall maintain and make all necessary repairs to, and any necessary replacement of, any grease trap and drain in the Premises; and Tenant, at its sole cost and expense, shall at all times keep any grease trap and drain in the Premises clean and free from blockages and backups. - - - - Tenant, at its sole cost and expense, shall install and maintain fire extinguishers and other fire protection devices as may be required from time to time, by any Requirements.",Tenant Installation Requirements,Fire Extinguishers and Fire Protection Devices -"All services provided below are subject to additional costs for work performed outside of regular working hours, as specified in section 2.3 of the MSA. All new work will be scoped with Customer before commencing.",Additional Costs Clause,Costs and Scoping -"No assignment of this Lease or acceptance of rent by Landlord from any assignee or other party shall discharge or release Tenant or any person, firm, or corporation which previously assumed Tenant's obligations hereunder, and Tenant and such persons, firms and corporations shall remain liable for the payment of rent due and to become due under this Lease and for the performance and observance of all of the terms, covenants and conditions of this Lease on the part of Tenant to be observed or performed for the balance of the term of this Lease as if no assignment has been effected. If this Lease is assigned, whether or not in violation of this Article, Landlord may collect rent from the assignee. If the demised Premises or any part thereof are sublet or occupied by anybody other than Tenant, Landlord, after any default by Tenant, may collect rent from the subtenant or occupant, and apply the net amount collected to the rent due hereunder. Such collection of rent by Landlord shall not be deemed or construed as a waiver of the provisions hereof, the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance and observance by Tenant of the terms, covenants and conditions of this Lease. - - - - (a) Whether or not the proposed assignment or sublease is finalized, Tenant shall pay Landlord the minimum sum of $750.00 to reimburse Landlord for the administrative costs of review and processing of Tenant’s proposed assignment or sublease, in each instance; and if, in connection therewith, Landlord incurs expenses in excess of said $750.00 amount, including but not limited to reasonable expenses for attorneys’ fees and disbursements, architectural fees, engineering or other professional fees, then Tenant shall pay Landlord the amount of such excess fees as additional rent within ten (10) days of Landlord’s submission to Tenant of bills for same. Upon submission to Landlord of Tenant’s request for consent to an assignment or sublease, Tenant shall deliver to Landlord a bank check payable to Landlord in the sum of $3,500.00 (“Application Costs Prepayment”) which shall be applied to Landlord’s legal fees and other costs incurred in connection with Landlord’s review and processing of Tenant’s request for - - - - - - - - - - consent to such assignment or sublease. In the event that Landlord’s costs in this regard are less than such Application Costs Prepayment, Landlord will refund to Tenant the difference between Landlord’s costs incurred and the amount of the Application Costs Prepayment. - - - - - - (b) In the event that this Lease is assigned or the Premises are sublet (except for any assignment or subletting which does not result in a change of beneficial ownership of this Lease, of in connection with an Assignment to an affiliate, successor or to a coporation intio which Tenant is merged or consolidated, or to an entity to which substantially all of the assets of Tenant are transferred), it shall be a condition of such assignment or subletting that Tenant shall deposit or arrange for the deposit with Landlord as security hereunder an additional amount equal to two (2) months fixed rent at the rate then in effect for the first assignment or subletting and an additional (2) months fixed rent at the rate then in effect for each and every subsequent assignment or subletting.",Assignment and Subletting,Assignment and Subletting -Employee Benefits Liability(Claims Made Coverage),Employee Benefits Liability,Employee Benefits Liability Coverage -"Tenant agrees that all signs, awnings, protective gates, security devices and other installations visible from the exterior of the Premises shall be subject to Landlord's prior written approval, shall be subject to the prior approval of the Landmarks Preservation Commission of the City of New York, if required, and shall not interfere with or block either of the adjacent stores, provided, however, that Landlord shall not unreasonably withhold consent for signs that Tenant desires to install. Tenant agrees that any permitted signs, awnings, protective gates, security devices, and other installations shall be installed at Tenant’s sole cost and expense professionally prepared and dignified and subject to Landlord's prior written approval, which shall not be unreasonably withheld, delayed or conditioned, and subject to such reasonable rules and restrictions as Landlord from time to time may impose. Tenant shall submit to Landlord drawings of the proposed signs and other installations, showing the size, color, illumination and general appearance thereof, together with a statement of the manner in which the same are to be affixed to the Premises. Tenant shall not commence the installation of the proposed signs and other installations unless and until Landlord shall have approved the same in writing. . Tenant shall not install any neon sign. The aforesaid signs shall be used solely for the purpose of identifying Tenant's business. No changes shall be made in the signs and other installations without first obtaining Landlord's prior written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant shall, at its own cost and expense, obtain and exhibit to Landlord such permits or certificates of approval as Tenant may be required to obtain from any and all City, State and other authorities having jurisdiction covering the erection, installation, maintenance or use of said signs or other installations, and Tenant shall maintain the said signs and other installations together with any appurtenances thereto in good order and - - - - - - condition and to the satisfaction of the Landlord and in accordance with any and all orders, regulations, requirements and rules of any public authorities having jurisdiction thereover. Landlord consents to Tenant’s Initial Signage described in annexed Exhibit D.",Signage Approval Required,Signage and Signage Requirements -"Carrier shall ensure that he/she and his/her/its drivers are properly trained and licensed, and are competent and capable of safely handling and transporting Shipper’s shipments of cargo. Carrier agrees that - - drivers will be dispatched in accordance with the maximum available hours of service as provided in rules promulgated by the FMCSA while in the United States or as provided by any Canadian authority whose jurisdiction",Driver Training & Licensing,Driver Compliance -"concerning payment for transportation services; and, (ii) agrees to indemnify, defend, and hold Shipper, its customers, consignors, and consignees harmless from any claim or demand made by any subcontractor of Carrier or other party for payment for transportation services related to a shipment of cargo tendered under this Agreement.",Indemnification,Indemnification Clause -"8.2 Client’s Representation. Client represents that any materials provided to Company by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.",Intellectual Property Representation,No Violations -one occurrence (See Utility Services – Direct Damage and Utility Services Time Element endorsements),Utility Services Endorsements,Casualty Damage and Restoration -[5] have venous access sufficient to allow for glucose infusion and blood sampling procedures as per protocol.,Venous Access Requirements,Venous Access Eligibility -"Landlord shall perform no work to prepare the Premises for the Tenant’s occupancy, except that Landlord shall deliver the Premises free of any hazardous materials and with no outstanding construction liens or violations. - - - - Tenant shall maintain the submeter to register Tenant’s water consumption at Tenant’s sole cost and expense in good working order and repair, and Tenant shall pay for water consumed as shown on said water meter (“Base Water Charge”), plus Tenant’s Share of the cost of having the water meter read by a water meter reading company, within five (5) days of delivery by Landlord of a bill therefor. Tenant shall pay Tenant’s Share of sewer rent charges and assessments, if any, for the premises within five (5) days of delivery by Landlord of a bill therefor, which shall be additional rent. - - - - If not already existing, Tenant shall install a backflow prevention device that is approved by the City Department of Environmental Protection (DEP) to prevent contaminated water or chemicals from flowing back into the public drinking supply, and in connection with such installation, Tenant shall comply with all provisions set forth elsewhere in this Lease. Tenant shall pay to Landlord as additional rent annually during the term of this Lease Tenant’s Share of Landlord’s costs and expenses for maintenance, inspection, certifications, testing and to comply with all other requirements of DEP with regard the backflow prevention device servicing its Premises. Such additional rent shall be paid within twenty (20) days after demand thereof by the Landlord and shall be collectible as additional rent. Bills for same submitted by Landlord shall be conclusive evidence of the amount of such costs and expenses and shall be used for the calculation of the amounts to be paid by the Tenant.",Water Meter Maintenance,Water and Sewer Charges -"BIRCH STREET, LLC - - Landlord - - - - - - By: - - - - - - Trutone Lane LLC - - Tenant - - - - - - By: - - - - - - ACKNOWLEDGMENTS",Landlord and Tenant Signatures,Landlord and Tenant Acknowledgments -Deluxe Property Coverage Part Schedule – Specific Limits,Deluxe Property Coverage Limits,Property Coverage Details -"If the performance of Tenant’s Alterations shall interfere with the comfort and/or convenience of other tenants in the Building or shall cause damage to or otherwise interfere with the - - - - - - occupancy of adjacent Buildings, Tenant shall upon Landlord's demand remedy or remove the condition or conditions complained of. Tenant further covenants and agrees to save Landlord harmless from and against any and all claims, losses, damages, costs, expenses including attorneys’ fees and disbursements, suits and demands whatsoever made or asserted against Landlord by reason of the foregoing.",Alteration Restrictions,Alterations and Restoration -"9. Indemnification. Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding elements or materials provided by Client and incorporated into the Deliverable. Additionally, Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding Client’s unauthorized use of any music, images, or other materials comprising the Deliverable.",Client Indemnification,Indemnification Clause -"(q) discotheque, ballroom, or dance hall.",Facility,License and Use Restrictions -"AVE, BLDG 1, HOUSTON, TX, 77082",Address,Restaurant and Hotel Sales -"Note: The Premium shown above includes the premium charged for Equipment Breakdown coverage. The premium for Equipment Breakdown coverage is $8,359 If you elect not to purchase Equipment Breakdown coverage, please contact your Account Executive and a revised quote without Equipment Breakdown coverage will be sent to you.",Equipment Breakdown Coverage,Equipment Breakdown Coverage -"If Tenant is unable to obtain a permit for its Initial Alterations and/or a required permit or license to operate Tenant’s business due to any act or omission of Landlord's or due to a condition or violation arising prior to delivery of possession of the Demised Premises to Tenant (hereinafter collectively called ""Pre-existing Conditions""), Landlord shall use best efforts to promptly correct such condition, and the time which expires until such condition is corrected and Tenant is notified of same shall be added on so that the Rent Commencement Date shall be deferred because of such Pre-existing Conditions.",Initial Alterations,Permitted Alterations -"53. Indemnification by Tenant - - - - To the extent not otherwise provided herein, and excluding statutory and/or common law negligence of or willful action by Landlord, its agents, servants and/or employees, Tenant shall defend, indemnify and save harmless Landlord and its agents and employees against and from all liabilities, obligations damages, penalties, claims, costs, charges and expenses, including reasonable attorney’s fees, which may be imposed upon or incurred by or asserted against Landlord and/or its agents by reason of any of the following occurring during the term: (a) anything done in, on or about the Premises or any part thereof by or at the instance of Tenant, its agents, contractors, subcontractors, servants, employees, licensees, or invitees; (b) any negligence or otherwise wrongful act or omission on the part of Tenant or any of its agents, contractors, subcontractors, servants, employees, licensees, or invitees; (c) any accident, injury, or damage to any person or property occurring in, on or about the Premises or any part thereof; (d) any failure on the part of Tenant or any Licensee to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Agreement on its part to be performed or complied with. In case any action or proceeding is brought against Landlord by reason - - - - - - of any such claim, Tenant upon written notice from Landlord shall, at Tenant’s sole cost and expense, oppose or defend such action or proceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonably withhold.",Tenant Indemnification,Indemnification -resume theophylline when patient can take oral meds,Resume Theophylline,Theophylline Use Restriction -"Utility Services: - - LIMITS OF INSURANCE - - Combined Direct Damage and Time Element - in any - - one occurrence (See Utility Services – Direct Damage and Utility Services Time Element endorsements) - - $100,000 - - Coverage is provided for the following: Water Supply - - Communication Supply Power Supply - - Coverage for Overhead Transmission Lines is: included.",Utility Services Insurance,Utilities Services Coverage -"Assignment. Without limiting anything contained elsewhere in this Agreement, Licensee shall not assign this Agreement or any rights herein without the prior written consent of Licensor, which consent may be arbitrarily withheld. Any purported assignment without Licensor's consent shall be deemed to be null and void.",Assignment Restriction,Assignment Restriction -"o Diagnosed 2001 as tonic-clonic seizure with postictal state lasting approx 45 min. Suspected posttraumatic etiology, although cocaine abuse could have contributed. - - o Last seizure per wife approx 3 years ago. Currently not on antiepileptic medications. - - o Previous EEG done at initial presentation of seizure event demonstrated some right frontotemporal slowing and spiked discharges.",Medical History,Diagnosis -"60. Notices - - - - All notices, bills, statements, demands, requests or other communication given, required or permitted to be given hereunder shall be sent by registered or certified mail, return receipt requested, or by nationally recognized overnight courier) addressed as follows or to such other address as either Landlord or Tenant may designate as its new address for such purpose by notice given to the others in accordance with the provisions of this Article 60. Such notice shall be deemed given when received.",Notice Requirements,Notices -"This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into and made effective as of April 4, 2018 between Docugami Inc., a Delaware corporation, whose address is 150 Lake Street South, Suite 221, Kirkland, Washington 98033, and Caleb Divine, an individual, whose address is 1201 Rt 300, Newburgh NY 12550.",Mutual NDA Agreement,Agreement Preamble -Personal Property at each premises,Personal Property,Personal Property -The National Transportation Safety Board determines the probable cause(s) of this accident to be: The pilot's improper flare during landing.,Cause of Accident,Probable Cause -Protocol Amendment I8B-MC-ITRV(b) Summary: A Study to Evaluate the Pharmacokinetics and Glucodynamics of LY900014 compared to Humalog® in Patients with T1DM .....................................64,Protocol Amendment Summary,Study Amendment -XTEND ENDORSEMENT FOR SERVICE INDUSTRIES,Service Industries Endorsement,XTEND Endorsement -"Tenant, at its sole cost and expense, shall install and maintain fire extinguishers and other fire protection devices as may be required from time to time, by any Requirements.",Fire Protection Devices,Fire Protection Devices -"Company will maintain during the entire Term of this Agreement, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII authorized to do business in the jurisdictions where the Company services are to be performed.",Insurance Coverage Requirements,Insurance Coverage -b. CRD shall have no obligation to pay for any Product or to reimburse CP for any losses incurred in connection with the failure of any Customer to pay CP any amount due.,No Payment Obligation,No Payment Obligation -"FIXED RENT: - - - -TERM - -YEAR - - - - PERIOD - - MONTHLY - - RENT - - ANNUAL - - RENT - -First - -3/15/21 To 2/28/23 - - $26,000.00 - -$312,000.00 - -Second - -3/01/23 To 2/28/24 - - $26,000.00 - -$312,000.00 - -Third - -3/01/24 To 2/28/25 - - $26,000.00 - -$312,000.00 - -Fourth - -3/01/25 To 2/28/26 - - $26,780.00 - -$321,360.00 - -Fifth - -3/01/26 To 2/28/27 - - $27,583.40 - -$331,000.80 - -Sixth - -3/01/27 To 2/28/28 - - $28,410.90 - -$340,930.80 - -Seventh - -3/01/28 To 2/28/29 - - $29,263.23 - -$351,158.76 - -Eighth - -3/01/29 To 2/28/30 - - $30,141.13 - -$361,693.56 - -Ninth - -3/01/30 To 2/28/31 - - $31,045.36 - -$372,544.32 - -Tenth - -3/01/31 To 3/31/32 - - $31,976.72 - -$383,720.64 - - - - The fixed rent shall be payable in advance on the first day of each calendar month commencing five months following the Commencement Date (the “Rent Commencement Date’) . Provided Tenant is not in default under any term of this Lease Tenant shall receive a rent credit for (i)) one-half of the monthly fixed rent due ($13,000.00) for the sixth month following the Commencement Date; (ii) one- half of the monthly fixed rent due ($13,000.00) for the seventh month following the Commencement Date; - - (iii) one-half of the monthly fixed rent due ($13,000.00) for the eighteenth month following the Commencement Date; and (iv) one-half of the monthly fixed rent due ($13,000.00) for the nineteenth month following the Commencement Date. - - - - At execution of this Lease, Tenant shall pay to Landlord by separate bank checks (i) the amount of $26,000.00 toward fixed rent for for the seventh month following the Commencement Date and - - (ii) the amount of $78,000.00 representing the security deposit. - - - - Tenant also covenants to pay, from time to time as provided in this Lease, as additional rent: all other amounts and obligations which Tenant assumes or agrees to pay under this Lease; a “Late Charge” equal to five percent (5%) of the overdue payment of any item of fixed or additional rent not paid within ten (10) days after the date when due (or, if a demand therefor is required by the provisions of this Lease, within ten (10) days after the date of such demand), which Late Charge shall be payable as additional rent. In the event of any failure on the part of Tenant to pay any additional rent, Landlord shall have all the rights, powers and remedies provided for in this Lease, at law, in equity or otherwise, in the case of nonpayment of fixed rent. Nothing herein shall be construed to extend the due dates of Tenant's payments under this Lease, or to waive any rights or remedies of Landlord in the event of Tenant's late payment. Tenant's obligations to pay fixed rent and additional rent shall survive the expiration of the Lease term or earlier termination of this Lease. - - - - - - The provisions of this Article are in addition to all other rights or remedies available to Landlord for nonpayment of fixed rent or additional rent under this Lease and at law and in equity. Tenant further agrees that the Late Charge imposed is fair and reasonable, complies with all laws, regulations and statutes, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of rent to Landlord by Tenant. Tenant further agrees that the Late Charge assessed pursuant to this Lease is not interest and the Late Charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant or a penalty of any kind. It is understood that said late charge is directly related to Landlord’s actual costs and expenses incurred as a result of late payment. - - - - All fixed rent and additional rent (collectively hereinafter referred to as ""rent"") shall be paid in such coin or currency (or, subject to collection, by good check payable in such coin or currency) of the United States of America as at the time shall be legal tender for the payment of public and private debts, at the office of Landlord as set forth above, or at such place and to such person as Landlord from time to time may designate. - - - - All rent shall be paid to Landlord without notice, demand, counterclaim, setoff, deduction or defense, and nothing shall suspend, defer, diminish, abate, or reduce any rent, except as otherwise specifically provided in this Lease or by law. - - - - Tenant shall make all rental payments in full. Payment or receipt of a rental payment of less than the amount stated in this Lease shall be deemed to be nothing more than partial payment on account. Under no circumstances shall Landlord’s acceptance of a partial payment constitute accord and satisfaction. Nor will Landlord’s acceptance of a partial payment forfeit Landlord’s right to collect the balance due on the account, together with applicable late charges and interest despite any endorsement, stipulation, or other statement on any check. - - - - Landlord may accept any partial payment check with any conditional endorsement without prejudice to its right to recover the balance remaining due, or to pursue any other remedy available under this Lease, law or equity. - - - - Landlord in its sole discretion may allocate without prejudice any payment in whole or in part to any due item of fixed rent, additional rent and/or any other charges or to any combination thereof. - - - - If Landlord commences any action or proceeding against Tenant, or if Landlord is required to defend any action or proceeding commenced by Tenant, in connection with this lease or the Premises, and Landlord shall be the prevailing party in any such action for proceeding, Landlord shall be entitled to recover from Tenant in such action or proceeding, or a subsequently commenced action or proceeding, Landlord's reasonable attorneys' fees, costs and disbursements and all applicable interest thereon at the statutory rate incurred in connection with such action or proceeding and any appeals, including but not limited to fees on fees incurred to collect said monies. - - - - Landlord’s failure during the Lease term to prepare and deliver any of the statements, notices, or bills for rent and/or additional rent or Landlord’s failure to make a demand, shall not in any way cause Landlord to forfeit or surrender its rights to collect any of the items of rent and/or additional rent that may have become due during the term of this Lease. Tenant’s liability for all such amounts due under this Lease shall survive the expiration of the Term. Nevertheless, any sums due under the Lease must be claimed within two years of when due or within one year from expiration of the Lease. - - - -40A. Term of Lease - - - - The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the ""Expiration Date"") (from the Commencement Date to the Expiration Date being the ""Initial Term"", as may be extended pursuant to and in accordance with Section 72 hereof. - - - -41. Escalations - - - - Tenant shall pay, during the term of this Lease, the additional rent provided for in this Article 41. As used herein, the following terms shall have the meanings set forth below: - - - - “Taxes” shall mean the total of all real estate taxes and assessments and special assessments imposed, payable and paid upon the Premises described as the land and building in which the Premises are located including, without limitation, vault taxes, rents or charges, imposed by any Governmental Authority, of which the demised Premises forms a part. If at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions of charges now levied, assessed or imposed on the real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax assessment levy upon the Building, Land Improvements or the Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable, or the part thereof so measured or based shall be deemed to be included within the term ""Taxes"" for the purposes hereof. - - - - ""Escalation Year"" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease. - - - - ""Base Year"" shall mean the twelve month period ending on June 30, 2022. - - - - ""Base Year Taxes"" shall mean the Taxes for the Base Year. - - - - The ""building"" shall mean the land and the building of which the demised Premises forms a part. ""Tenant's Share"" shall mean 35%. - - Tenant shall pay to Landlord, as additional rent, an amount equal to Tenant's Share of the amount by which Taxes for any Escalation Year during the term of this Lease exceed the Base Year Taxes. - - - - Landlord shall submit to Tenant a statement setting forth the computation of the amount of such excess Taxes and Tenant's Share of each thereof including copies of applicable tax bills. Tenant shall pay Tenant's Share of such excess amount of Taxes within ten days after the rendition of such statement which shall separately calculate Tenant’s Share, however, the payment of Tenant's Share shall not be due earlier than 10 days before the corresponding Taxes are due to the taxing authority. - - - - In no event shall the annual fixed rent under this Lease be reduced by virtue of this Article - - 41. The computations under this Article 41 are intended to constitute a formula for an agreed rental escalation and do not necessarily constitute an actual reimbursement to Landlord for costs or expenses paid by Landlord with respect to the building. - -",Rent Schedule,Fixed Rent -"UA: glucose = neg, bile = neg, ketone = trace, Hgb = neg, alb = trace, urobil = 1.0, nitrite = neg, leukocyte = neg",Urinalysis Results,Urinalysis Results -"Gross Premium: - - $67,797",Gross Premium Amount,Alcoholic Beverage Sales -"(a) the sale, rental or use of amusement devices, pinball machines, electronic computer, card games, games of chance of any kind, or video type amusement machines, games or devices (such as Pacman); - - - - - - - - (b) pornographic movie theater or live ""sex show"" theater; - - - - - - - - (c) bowling alley; - - - - - - - - (d) billiard parlor or pool hall,; - - - - - - - - (e) funeral parlor; - - - - - - - - (f) massage parlor; - - - - - - - - (g) gasoline station; - - - - - - - - (h) sale or rental of pornographic literature (such as an ""Adult Book Store""); - - - - - - - - (i) the sale or rental of video tapes of X-Rated, R-Rated, PG-Rated, Not-rated or any kind of movies or ""pornographic"" movies; - - - - - - - - (j) flea market, bingo or other game hall or meeting room; - - - - - - - - (k) drug abuse treatment center; - - - - - - - - (l) methadone maintenance clinic or center; - - - - - - - - (m) the sale of paraphernalia used in connection with illicit drugs; - - - - - - - - (n) any games of chance or gambling, in any form (including, but not limited to horse racing, such as an OTB parlor, but excluding the sale of lottery tickets that are sponsored by federal, state, county or local authorities); - - - - - - - - (o) the sale of prescription drugs, cosmetics, health and beauty aid products and pharmaceutical products; - - - - - - - - (p) intentionally omitted; - - - - - - - - (q) discotheque, ballroom, or dance hall.",Prohibited Use,Permitted Use -"12.2 Intellectual Property. - - 12.2.1 Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement. - - 12.2.2 Independently Developed Intellectual Property. Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party. - - 12.3 Assignment Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required. - - 12.4 Force Majeure. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Client or Client employees, respectively). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. - -13. Choice of Law. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of Washington and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court in Kirkland, Washington, and each party irrevocably submits to the jurisdiction and venue of such courts. - -14. Remedies. Company reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in Company’s favor. - - - - - -B. INITIAL STATEMENT OF WORK (SOW) The purpose of this SOW is to describe the Software and Services that Company will initially provide to Daltech, Inc. the “Client”) under the terms and conditions of the Services Agreement entered into between the parties on June 15, 2021 (the “Agreement”). Additional terms and conditions may be set forth in this SOW, and additional SOWs that may be subsequently signed.","Intellectual Property Rights, Assignment Restriction",Assignment -DELUXE BI (AND EE) COVERAGE FORM,Coverage Form,Building Coverage Details -Dispo: Full code. Will consult social work to assist with Medicaid. Patient will return home with wife when medically cleared.,Discharge Plan,Disposition -"This Agreement will remain in effect for a period of seven (7) years from the date of last disclosure of Confidential Information by either party, at which time it will terminate.",Agreement Term,Termination Clause -"Exhibits. All exhibits, riders, and addenda attached to this Lease shall, by this reference, be incorporated into this Lease. The following exhibits are attached to this Lease: - - EXHIBIT ""A"" - - – Legal Description of the Project - - EXHIBIT ""B"" - - – Location of Premises - - EXHIBIT ""C"" - - – Guaranty - - EXHIBIT ""D"" - - – Rules and Regulations - - EXHIBIT ""E"" - - – Tenant Improvements - - EXHIBIT ""F"" - - – Restricted Uses - - EXHIBIT “G” - - – Letter of Credit - - EXHIBIT “H” - - – Form of SNDA",Exhibits Attached,Exhibits -If Tenant installs and/or utilizes cooking equipment on the Premises:,Cooking Equipment Use,Cooking Equipment -"68. Air Conditioning Maintenance and Repair - - - - Landlord shall have no obligation to furnish to Tenant or the Premises air conditioning. Any air conditioning unit and equipment located in or servicing the Premises (the ""Air Conditioning System"") on the date the term of this Lease shall commence may be utilized by Tenant provided that Landlord shall have no obligation with respect thereto and that Tenant shall accept the same in its ""AS IS"" condition. Tenant shall, at its sole cost and expense (a) maintain and promptly make all repairs and replacements, structural or otherwise, ordinary and extraordinary, to all components of the Air Conditioning System, (b) maintain throughout the term of the lease a full service contract covering the Air Conditioning System with Henick-Lane Service Corp. or any other company of reasonably equivalent quality and reputation, (c) pay all permit fees and other costs associated with any Air Conditioning System, and (d) deliver to Landlord a copy of said full service contract within five business days of demand by Landlord. Tenant shall not be released or excused from the performance of any of its obligations under this Lease for any failure or for interruption or curtailment of any Air Conditioning System, for any reason whatsoever, and no such failure, interruption, or curtailment shall constitute a constructive or partial eviction. - - - -69. Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. - - - - Tenant represents that neither Tenant, nor the principals, officers, partners, and/or members of Tenant: (i) is currently identified on the list maintained by the U.S. Department of the Treasury, Office of Foreign Assets Control (""OFAC""), generally known as the OFAC List"" (formerly known as the Specially Designated Nationals and Blocked Persons List); (ii) is currently identified on the lists maintained by the U.S. Department of Commerce (the ""DOC List"") and/or the U.S. Bureau of Industry and Security (the ""BIS List""); (iii) acts for or on behalf of any person or persons listed on the OFAC List, the DOC List, the BIS List, and/or any other known list of denied persons, excluded persons, and excluded entities maintained by the federal agencies of the United States; and (iv) is a person or persons, or acts for or on behalf of any person or persons, with whom a citizen or business of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States of America.",Air Conditioning Maintenance,Air Conditioning Maintenance and Repair -"Notes to physician - - : - - In case of inhalation of decomposition products in a fire, symptoms - - may be delayed. The exposed person may need to be kept under medical surveillance for 48 hours. - - Specific treatments - - : - - No specific treatment. - - Protection of first-aiders - - : - - No action shall be taken involving any personal risk or without - - suitable training.",Notes to Physician,Treatment of Decomposition Products -SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY),Shopping Center Maintenance,Shipping and Maintained by Lessee -"All work will be executed during regular working hours Monday-Friday 0800-1900. For work outside of these hours on weekdays, Company will charge one hundred percent (100%) of the regular hourly rate and two hundred percent (200%) for Saturdays, Sundays and public holidays applicable to Company.",Working Hours & Rates,Time and Charges -"Meteorological Information and Flight Plan - - Conditions at Accident Site: - - Instrument Conditions - - Condition of Light: - - Observation Facility, Elevation: - - Distance from Accident Site: - - Observation Time: - - Direction from Accident Site: - - Lowest Cloud Condition: - - Visibility - - Lowest Ceiling: - - Visibility (RVR): - - Wind Speed/Gusts: - - / - - Turbulence Type Forecast/Actual: - - / - - Wind Direction: - - Turbulence Severity Forecast/Actual: - - / - - Altimeter Setting: - - Temperature/Dew Point: - - Precipitation and Obscuration: - - Departure Point: - - Type of Flight Plan Filed: - - Unknown - - Destination: - - Jaleg, UN - - Type of Clearance: - - Departure Time: - - Type of Airspace:",Flight Plan Details,Meteorological Information -"++Swollen tongue: - - • Give patient corticosteroid to decrease inflammation and to protect against relapse after initial improvement. 4 days of Dexamethasone 10 mg IV tid. - - • Give patient antihistamine to block inflammation as well. 4 days of Diphenhydramine 25 mg bid. - - • ENT consult to rule out abscess or foreign object - - • Check C1 and C4 levels that would be decreased if the patient had C1 inhibitory complement deficiency - - • TSH level to check for hypo/hyper thyroid - - • Hold all oral home meds and keep patient NPO until airway swelling is reduced and patient can swallow easily",Treatment Plan,MRI Results -"Fungus, Wet Rot or Dry Rot – Amended Period of Restoration",Fungal Wet or Dry Rot Restoration,Restoration Period -Green Building Alternatives – Increased Cost,Green Building Costs,Green Building Alternatives -(m) the sale of paraphernalia used in connection with illicit drugs;,Prohibited Use,Illegal Products -"Landlord shall perform no work to prepare the Premises for the Tenant’s occupancy, except that Landlord shall deliver the Premises free of any hazardous materials and with no outstanding construction liens or violations.",No Landlord Work,No Landlord Work -"6.12 Administrative Fee. Tenant shall pay to Landlord, on demand, an administrative fee of $5,000, plus all reasonable attorneys' fees and actual costs associated with Landlord's consideration of Tenant's transfer request and the review and preparation of all documents associated therewith.",Administrative Fee,Administrative Fee -"In consideration of the foregoing, the parties agree as follows:",Agreement Consideration,Agreement Terms -"Use a properly fitted, particulate filter respirator complying with an",Respirator Requirements,Exclusive Use and No Solicitation -"This Services Agreement (the “Agreement”) sets forth terms under which MagicSoft, Inc. a Washington Corporation (“Company”) located at 600 4th Ave, Seattle, WA 98104 shall provide services to Daltech, Inc., a Washington Corporation (the “Client”) located at 701 1st St, Kirkland, WA 98033. This Agreement is effective as of February 15, 2021 (“Effective Date”). - - - -A. STANDARD SOFTWARE AND SERVICES AGREEMENT - -1. Deliverables. Company shall provide Client with software, technical support, product management, development, and testing services (“Services”) to the Client as described on one or more Statements of Work signed by Company and Client that reference this Agreement (“SOW” or “Statement of Work”). Company shall perform Services in a prompt manner and have the final product or service (“Deliverable”) ready for Client no later than the due date specified in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the Change Order process defined in the applicable SOW. Client shall assist Company by promptly providing all information requests known or available and relevant to the Services in a timely manner. - -2. Onsite Services. - - 2.1 Onsite visits will be charged on a daily basis (minimum 8 hours). - - 2.2 Time and expenses will be charged based on actuals unless otherwise described in an Order Form or accompanying SOW. - - 2.3 All work will be executed during regular working hours Monday-Friday 0800-1900. For work outside of these hours on weekdays, Company will charge one hundred percent (100%) of the regular hourly rate and two hundred percent (200%) for Saturdays, Sundays and public holidays applicable to Company. - - 2.4 If scheduled onsite visits are cancelled less than ten (10) working days in advance of the scheduled date, Company is entitled to charge fifty percent (50%) of the expected revenue associated with this onsite activity as compensation. - -3. Deposit. An initial payment (the “Deposit”) of One Hundred Thousand Dollars ($100,000) is due to Company at signing. - -4. Dates of Performance. Company will begin performing services upon receipt of signed Agreement and Deposit. Unless terminated as provided in this Agreement, Company will complete Services by the Completion Date. Deliverable shall be furnished to Client within 72 hours of final payment for the Services. - -5. Change in Services. If Client desires changes to the SOW, Client shall submit to Company a written request in accordance with the change order process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Company and the Client. If additional SOW are executed, then Client shall pay Company for all services performed prior to the additional SOW before Company begins work on the new SOW. - -6. Termination. This agreement shall continue in force and effect until May 31, 2025 and shall be automatically renewed for successive one-year terms annually thereafter unless notice of non-renewal is given by the Company or the Client before the end of the term. Company shall have the right to modify, reject, or terminate any SOW and any related work in process with five days written notice to Client. In the event Company terminates the SOW prior to completion of Services, the Client shall pay Company the fees due under the SOW with respect to Services completed as of the date of termination. Payment for completed work will be deducted from the deposit. Company will retain the non-refundable 50% of the Deposit and return any unearned portion exceeding 50% of the Deposit. Any amount due for services performed by Company above the deposit will be billed to Client and Client shall promptly pay. - -7. Payment. In exchange for Company’s Services under this Agreement, the Client shall pay Company the contract price and deposit set forth above. Company will submit a final invoice to Client for all services rendered by the Services Completion Date and Client shall promptly pay. Client is restricted from using any form of the Deliverable until final payment is received. Client shall pay travel and other expenses incurred by Company in performing the Services. In the event of a good faith dispute with regard to an item appearing on an invoice, Company shall have the right to withhold the Deliverable while the parties attempt to resolve the disputes. - -8. Representations and Warranties. - - 8.1 Company’s Representation. Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation. - - 8.2 Client’s Representation. Client represents that any materials provided to Company by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation. - - 8.3 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. - -9. Indemnification. Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding elements or materials provided by Client and incorporated into the Deliverable. Additionally, Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding Client’s unauthorized use of any music, images, or other materials comprising the Deliverable. - -10. Limitation of Liability. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. - -11. Compliance with Laws. Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection. - -12. General Provisions. - - 12.1 Insurance Company will maintain during the entire Term of this Agreement, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII authorized to do business in the jurisdictions where the Company services are to be performed. - - (a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Client. - - (b) Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. - - (c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client. - - (d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client. - - Upon Client's request, Company agrees to deliver to Client a certificate(s) of insurance evidencing the coverage specified in this Section. Such certificate(s) will contain a thirty (30) day prior notice of cancellation provision. Company will be solely responsible for any deductible or self-insurance retentions. Such insurance coverage will be primary and any other valid insurance existing will be in excess of such primary insurance policies. The required insurance coverage and limits of liability set forth above shall not be construed as a limitation or waiver of any potential liability of satisfaction of any indemnification/hold harmless obligation of Company. - -12.2 Intellectual Property. - - 12.2.1 Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement. - - 12.2.2 Independently Developed Intellectual Property. Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party. - - 12.3",Services Agreement,Software & Services Agreement -"Chief Complaint: - - ""swelling of tongue and difficulty breathing and swallowing"" - - History of Present Illness: - - 77 y o woman in NAD with a h/o CAD, DM2, asthma and HTN on altace for 8 years awoke from sleep around 2:30 am this morning of a sore throat and swelling of tongue. She came immediately to the ED b/c she was having difficulty swallowing and some trouble breathing due to obstruction caused by the swelling. She has never had a similar reaction ever before and she did not have any associated SOB, chest pain, itching, or nausea. She has not noticed any rashes, and has been afebrile. She says that she feels like it is swollen down in her esophagus as well. In the ED she was given 25mg benadryl IV, 125 mg solumedrol IV and pepcid 20 mg IV. This has helped the swelling some but her throat still hurts and it hurts to swallow. Nothing else was able to relieve the pain and nothing make it worse though she has not tried to drink any fluids because of trouble swallowing. She denies any recent travel, recent exposure to unusual plants or animals or other allergens. She has not started any new medications, has not used any new lotions or perfumes and has not eaten any unusual foods. Patient has not taken any of her oral medications today. - - Surgical History: - - s/p vaginal wall operation for prolapse 2006 s/p Cardiac stent in 1999 s/p hystarectomy in 1970s s/p kidney stone retrieval 1960s - - Medical History: - - +CAD w/ Left heart cath in 2005 showing 40% LAD, 50% small D2, 40% RCA and 30% large OM; 2006 TTE showing LVEF 60-65% with diastolic dysfunction, LVH, mild LA dilation +Hyperlipidemia +HTN - - +DM 2, last A1c 6.7 in 9/2005 +Asthma/COPD +GERD +h/o iron deficiency anemia - - Social History: - - Patient lives in with daughter (919) _ . Patient does all ADLs and IADLs with no/little assistance. She does own finances and drives. Patient has 4 daughters that all live in the area. Patient does not use tobacco, alcohol, illicit drugs. - - Family History: - - Patient's Dad died of liver cirrhosis at age 57, mom died of heart attack at age 60. She has 6 siblings who most died of cardiac disease. There is no family history of cancer. - - Allergies: - - Sulfa drugs - rash Cipro - rash Benadryl – causes mild dystonic reaction - - Medications: - - Theophyline (Uniphyl) 600 mg qhs – bronchodilator by increasing cAMP used for - - treating asthma Diltiazem 300 mg qhs – Ca channel blocker used to control hypertension Simvistatin (Zocor) 20 mg qhs- HMGCo Reductase inhibitor for hypercholesterolemia Ramipril (Altace) 10 mg BID – ACEI for hypertension and diabetes for renal protective - - effect - - Glipizide 5 mg BID (diabetes) – sulfonylurea for treatment of diabetes Omecprazole (Prilosec) 20 mg daily (reflux) – PPI for treatment of ulcers Gabapentin (Neurontin) 100 mg qhs – modulates release of neurotransmitters to treat - - diabetic neuropathy Metformin 500 mg qam – biguanide used to treat diabetes Aspirin 81 mg qam - prophylaxis for MI and TIA Servant 1puff bid - - - Fluticasone (Flovent) 2 puff bid - corticosteroid to treat airways in asthma/copd xoperex 1.25mg and Ipratropium 2.5 ml nebulized qam - anticholinergic to treat airways - - in COPD - - Review of Systems: - - Constitutional - NAD, has been generally feeling well the last couple of weeks Eyes - no changes in vision, double vision, blurry vision, wears glasses ENT - No congestion, changes in hearing, does not wear hearing aids Skin/Breast - no rashes Cardiovascular - No SOB, chest pain, heart palpitations Pulmonary - hard to get a breath in but not short of breath, no cough Endocrine - No changes in appetite Gastro Intestinal - No n/v/d or constipation. Has not eaten because can't swallow solid - - foods. - - Genito Urinary - No increased frequency or pain on urination. Some urge incontinence - - with history of prolapse. Musculo Skeletal - no changes in strengths, no joint tenderness or swelling Neurologic - No changes in memory Psychology - No changes in mood Heme/Lymph - Denies easy bruising - - Physical Examination: - - Vitals: Temp 35.9 Pulse 76 O2 98% RA RR 20 BP 159/111 - - General - NAD, sitting up in bed, well groomed and in nightgown Eyes - PERRLA, EOM intact ENT - Large swollen tounge and cheek on left side, tounge was large and obscured the view of the posterior oropharynx Neck - No noticeable or palpable swelling, redness or rash around throat or on face Lymph Nodes - No lymphadenopathy Cardiovascular - RRR no m/r/g, no JVD, no carotid bruits Lungs - Clear to auscltation, no use of acessory muscles, no crackles or wheezes. Skin - No rashes, skin warm and dry, no erythematous areas Breast - Psychiatry - - - Abdomen - Normal bowel sounds, abdomen soft and nontender Genito Urinary – Genital exam not performed since complaints not related. Rectal – Rectal exam not performed since no symptoms indicated blood loss. Extremeties - No edema, cyanosis or clubbing Musculo Skeletal - 5/5 strength, normal range of motion, no swollen or erythematous - - joints. - - Neurological – Alert and oriented x 3, CN 2-12 grossly intact. - - Pertinent Diagnostic Tests: - - Na 140 K 4.5 Cl 109 Co2 23 BUN 29 Cr 1.0 Ca 9.9 Mg 1.4 Phos 3.6 - - PTT 26.7 WBC 9.9 Hgb 10.0 Hct 30.3 Plt 373 - - EKG - no signs of ischemia - - Assessment and Plan: - - 77 yo woman presents with significant angioedema in left side of tongue and inner cheek. Possible causes of angioedema include allergic anaphylaxis reaction, drug induced, allergic contact dermatitis, viral infection, drug induced, or a C1 inhibitor deficiency disorder acquired or hereditary. Laryngeal edema can also be caused by tonsillitis, peritonsilar abscess or pharyngeal foreign body. - - It is unlikely that the patient has edema caused by abscess or tonsillitis since she does not have any associated fever or other signs of infection and the sudden onset of her swelling also argues against this. It is not likely a foreign body since ENT did not find anything when they scoped her. - - It is unlikely that it is caused by a mast cell mediated etiologigy that increases vascular permeability through mast cell degranulation and release of inflammatory mediators include allergic angioedema, autoimmune mast cell release and direct mast cell release caused by medications such as opiates and radiocontrast media. It is not likely this type of reaction because these etiologies are associated with urticaria and pruritis, which the patient did not have. Also the patient did not have any exposure to a new pet, food, lotion or any other allergen or medication that could cause an allergic type reaction. The patient also does not have any history of autoimmune disease or any reaction similar to this in the past - - It is more likely that the etiology is kinin-related where angioedema results from generation of bradykinin and complement-derived mediators that increase vascular permeability since there is no urticaria or pruritis. The most likely cause is the Altace (ACEI) that the patient has been taking caused an increase in bradykinin since it decreases angiotensin 2 which degrades bradykinin. Bradykinin can then interact with vascular receptors increasing vasodilation, vascular permeability, increased cGMP and release of nitric oxide. This reaction occurs in .1-7% of patients treated with an ACEI and it typically involves the mouth, lips, tounge, larynx, pharynx and sublottic tissues. Half of these cases usually occur within a week of starting the ACEI but can occur years later. This is a class specific reaction not a drug specific and ARBs can cause the same reaction even though these drugs don’t effect the kinin metabolism. 50% of patients with angioedema due to an ARB also had an ACEI induced angioedema (Cicardi, M, Zingale, LC, Bergamschini L, Agostoni, A. Angioedema associated with agniotensin-converting enzyme inhibitor use: outcome after switching to a different treatment. Arch Intern Med 2004; 164:910). Deficiency of C1 inhibitor can cause angioedema since levels of complement are reduced and cause increased bradykinin. This can be due to lack of C1 INH or adequate amounts of nonfunctional C1 INH. Other causes of angioedema include aspirin and NSAIDs since inhibition of cox and enzyme pathyway increases formation of pro-inflammatory leukotrienes. - - Other possibilities in the differential of causes of swelling include cellulitis, autoimmune conditions including SLE, polymyositis, dermatomyositis and sjorgren’s syndrome. Hypothyroidism can cuase puffiness of face and lips, hyperthyroidism can cause an infiltrative dermopathy, superior vena cava syndrome and tumors can cause venous engorgement and swelling. It is not likely one of these etiologies since the patient is on an ACEI and the swelling is restricted only to her tongue and throat typical of ACEI angioedema. - - Plan: - - ++Swollen tongue: - - • Give patient corticosteroid to decrease inflammation and to protect against relapse after initial improvement. 4 days of Dexamethasone 10 mg IV tid. - - • Give patient antihistamine to block inflammation as well. 4 days of Diphenhydramine 25 mg bid. - - • ENT consult to rule out abscess or foreign object - - • Check C1 and C4 levels that would be ","Swelling of Tongue, Difficulty Swallowing",Study Description -"77 yo woman presents with significant angioedema in left side of tongue and inner cheek. Possible causes of angioedema include allergic anaphylaxis reaction, drug induced, allergic contact dermatitis, viral infection, drug induced, or a C1 inhibitor deficiency disorder acquired or hereditary. Laryngeal edema can also be caused by tonsillitis, peritonsilar abscess or pharyngeal foreign body.",Patient Diagnoses,Angioedema Explanation -"If more than one Annual Aggregate Limit applies in any one occurrence, the most we will pay is the highest involved Annual Aggregate Limit. The most we will pay during each annual period is the highest of the Annual Aggregate Limits shown. - - EXCESS OF LOSS LIMITATION APPLIES – See Causes of Loss – Broad Form Flood endorsement.",Aggregate Limit and Excess of Loss Limitation,Aggregate Limit and Excess of Loss Limitation -"(b) In the event that this Lease is assigned or the Premises are sublet (except for any assignment or subletting which does not result in a change of beneficial ownership of this Lease, of in connection with an Assignment to an affiliate, successor or to a coporation intio which Tenant is merged or consolidated, or to an entity to which substantially all of the assets of Tenant are transferred), it shall be a condition of such assignment or subletting that Tenant shall deposit or arrange for the deposit with Landlord as security hereunder an additional amount equal to two (2) months fixed rent at the rate then in effect for the first assignment or subletting and an additional (2) months fixed rent at the rate then in effect for each and every subsequent assignment or subletting.",Security Deposit for Assignment/Sublet,Security Deposit -"Termination by Supplier. In addition to the termination events set forth in Section 3(b), Supplier may terminate this Agreement if any amount or fee due with respect to Products delivered pursuant to this Agreement and POs submitted hereunder (other than with respect to Products returned to Supplier in accordance with Section 4(b)) remains unpaid by Purchaser for a period of more than fifteen (15) calendar days following Purchaser’s receipt of a notice of delinquency; provided, however, that Supplier may only terminate this Agreement pursuant to this Section 3(d) in the event Purchaser’s past due payment obligations under this Agreement exceed $150,000.",Delinquency Termination,Termination for Unpaid Payments -"Landlord reserves the right to interrupt, suspend, or cease any of the services referred to herein when necessary by reason of accident, or repairs, alteration, or improvements which in Landlord's option are necessary or desirable, or difficulty or inability in securing supplies or labor, or strikes, or any other cause beyond the reasonable control of Landlord whether similar or dissimilar to those herein above mentioned. Tenant shall not be entitled to any diminution or abatement of rent or other compensation, and Tenant's obligations under this Lease shall not be affected or reduced, by reason of any interruption, suspension or cessation of services except as otherwise provided herein. No interruption, suspension or cessation of services shall constitute a constructive or partial eviction. Landlord shall use its best efforts to perform repairs at reasonable times and upon notice. Where possible, Landlord shall provide Tenant with reasonable notice of such interruption of service.",Interruption of Services Notice,No Eviction -"Patient is on corticosteroids that increase blood glucose levels, so put patient on sliding scale normal insulin to adjust for high sugars",Sliding Scale Insulin Adjustment,Sliding Scale Insulin Adjustment -"All, HVAC, and lighting fixtures installed by Tenant in the Premises shall be deemed",Tenant Installed Fixtures,Allocation of Costs -"If you are distributing Goldman Sachs ""retail investment products"" (as such term is defined in the handbook of the Financial Conduct Authority) into the United Kingdom and you are entitled to receive any commission or fee from Goldman Sachs, you represent and warrant to Goldman Sachs that you will not transfer any part of that commission or fee to any third party who may advise retail investors to purchase a Goldman Sachs retail investment product.",Commission Transfer Prohibition,UK Commissions -") ss.: COUNTY OF NEW YORK ) - - On the day of , October in the year 2021, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me, on the basis of satisfactory evidence, to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. - - - - - - Notary Public",Notary Undertaking,Notary -"5. Permitted Uses of the Software and Related Materials. As each configuration of central processing units and/or networked systems may be unique, Licensee agrees to conform Licensee's use of the Software to the particular Software configuration licensed by Licensor to Licensee. Said configuration is incorporated into this license agreement by reference, inclusive of Modifications created or approved by Licensor. Licensee may make one (1) copy of the Software for archival purposes only, unless Licensor agrees otherwise in writing.",Permitted Uses,Permitted Uses of Software -Deluxe property coverage form - additional coverages & coverage extensions,Property Coverage Extensions,Casualty Damage and Restoration -"Primary statistical analyses of PK and GD parameters will be conducted on the set of patients who complete all treatment periods. Supportive analyses may be done on the key parameters for the patients who complete at least the first period of treatment. Safety analyses will be conducted on the set of patients receiving at least 1 dose of the study drug to which they are randomized, regardless of whether or not they completed all protocol requirements.",Data Analysis,Study Analysis Plan -"Genito Urinary - No increased frequency or pain on urination. Some urge incontinence - - with history of prolapse. Musculo Skeletal - no changes in strengths, no joint tenderness or swelling Neurologic - No changes in memory Psychology - No changes in mood Heme/Lymph - Denies easy bruising",Genito-Urinary and Musculo-,Genito-Urinary Requirements -Fire Department Service Charge,Fire Department Service Charge,Fire Department Service Charge -"Landlord shall submit to Tenant a statement setting forth the computation of the amount of such excess Taxes and Tenant's Share of each thereof including copies of applicable tax bills. Tenant shall pay Tenant's Share of such excess amount of Taxes within ten days after the rendition of such statement which shall separately calculate Tenant’s Share, however, the payment of Tenant's Share shall not be due earlier than 10 days before the corresponding Taxes are due to the taxing authority. - - - - In no event shall the annual fixed rent under this Lease be reduced by virtue of this Article - - 41. The computations under this Article 41 are intended to constitute a formula for an agreed rental escalation and do not necessarily constitute an actual reimbursement to Landlord for costs or expenses paid by Landlord with respect to the building.",Tax Reimbursement Formula,Tax Escalation -"National Transportation Safety Board Aviation Accident Factual Report - - Location: - - Jagel, Germany - - Accident Number: - - DEN08WA037 - - Date & Time: - - 11/28/2007, 1800 UTC - - Registration: - - N141CD - - Aircraft: - - Cirrus Design Corp. SR-20 - - Aircraft Damage: - - Substantial - - Defining Event: - - Injuries: - - 1 Fatal - - Flight Conducted Under: - - Part 91: General Aviation - Ferry - - On November 28,, 2007, at 1800 UTC, a Cirrus Design Corporation SR-20, N141CD, serial number 1032, while on approach for landing at Jaleg, Schleswig-Holsteinschen, Germany, struck power lines and subsequently impacted terrain. The airplane was destroyed and the private pilot, the sole person on board the airplane, was fatally injured. Instrument meteorological conditions prevailed at the time of the accident. The cross-country ferry flight originated in the Netherlands and was en route to Sylt, Germany. - - This investigation is under the jurisdiction and control of the German government. Any further information may be obtained from: - - German Federal Bureau of Aircraft Accidents Investigation Bundesstelle fur Flugenfallensuchung (BFU) - - Herman-Blenk Strasse 16 38108 Braunschweig - - Germany - - This report is for informational purposes only and contains only information released by, or obtained from, the BFU of Germany. - - Page 1 of 3 - - Pilot Information - - Certificate: - - Age: - - Airplane Rating(s): - - Seat Occupied: - - Other Aircraft Rating(s): - - Restraint Used: - - Instrument Rating(s): - - Second Pilot Present: - - Instructor Rating(s): - - Toxicology Performed: - - Medical Certification: - - Last FAA Medical Exam: - - Occupational Pilot: - - Last Flight Review or Equivalent: - - Flight Time: - - Aircraft and Owner/Operator Information - - Aircraft Make: - - Cirrus Design Corp. - - Registration: - - N141CD - - Model/Series: - - SR-20 - - Aircraft Category: - - Airplane - - Year of Manufacture: - - Amateur Built: - - No - - Airworthiness Certificate: - - Serial Number: - - Landing Gear Type: - - Seats: - - Date/Type of Last Inspection: - - Certified Max Gross Wt.: - - Time Since Last Inspection: - - Engines: - - Airframe Total Time: - - Engine Manufacturer: - - ELT: - - Engine Model/Series: - - Registered Owner: - - Rated Power: - - Operator: - - Operating Certificate(s) Held: - - None - - Meteorological Information and Flight Plan - - Conditions at Accident Site: - - Instrument Conditions - - Condition of Light: - - Observation Facility, Elevation: - - Distance from Accident Site: - - Observation Time: - - Direction from Accident Site: - - Lowest Cloud Condition: - - Visibility - - Lowest Ceiling: - - Visibility (RVR): - - Wind Speed/Gusts: - - / - - Turbulence Type Forecast/Actual: - - / - - Wind Direction: - - Turbulence Severity Forecast/Actual: - - / - - Altimeter Setting: - - Temperature/Dew Point: - - Precipitation and Obscuration: - - Departure Point: - - Type of Flight Plan Filed: - - Unknown - - Destination: - - Jaleg, UN - - Type of Clearance: - - Departure Time: - - Type of Airspace: - - Airport Information - - Airport: - - Runway Surface Type: - - Airport Elevation: - - Runway Surface Condition: - - Runway Used: - - IFR Approach: - - Runway Length/Width: - - VFR Approach/Landing: - - Wreckage and Impact Information - - Crew Injuries: - - 1 Fatal - - Aircraft Damage: - - Substantial - - Passenger Injuries: - - N/A - - Aircraft Fire: - - Ground Injuries: - - N/A - - Aircraft Explosion: - - Total Injuries: - - 1 Fatal - - Latitude, Longitude: - - Administrative Information - - Investigator In Charge (IIC): - - David C Bowling - - Additional Participating Persons: - - Karsten Severin; German BFU - - Investigation Docket: - - NTSB accident and incident dockets serve as permanent archival information for the NTSB’s investigations. Dockets released prior to June 1, 2009 are publicly available from the NTSB’s Record Management Division at pubinq@ntsb.gov, or at 800-877-6799. Dockets released after this date are available at http://dms.ntsb.gov/pubdms/.",Accident Report,Accident Details -"Equitable Relief. Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information may cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.",Equitable Relief,Equitable Relief -"sale or rental of pornographic literature (such as an ""Adult Book Store"");",Prohibited Use,Pornographic Literature -"AGGREGATE LIMITS OF - - INSURANCE - - 01. Applies at the following Building(s) numbered: - - 07-13,18 - - $1,000,000 - - 02. Applies at the following Building(s) numbered: - - 02-06,14-15 - - $2,500,000 - - 03. Applies at the following Building(s) numbered: - - 16-17,19 - - $5,000,000",Building Aggregate Limits,Insurance Limits and Endorsements -Turbulence Type Forecast/Actual:,Turbulence Type Forecast/Actual,Turbulence Type Forecast/Actual -A minimum of approximately 21 hours washout between the test meals allows for a complete washout of study drug administered with the MMTT and glucose response and prevents carry- over effects.,Washout Period,Medication Use Eligibility Requirements -"REVISED LIMITS OF INSURANCE - - Spoilage - - $25,000 - - LIMITATIONS: - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Ammonia Contamination - - $25,000 - - Hazardous Substance - - $25,000",Spoilage and Contamination Limits,Insurance Limits -"Common coverage and amendments - - DESCRIPTION - - FORM NUMBER - - NUCLEAR ENERGY LIABILITY EXCLUSION - - IL 00 21 09 08 - - TEXAS CHANGES - DUTIES - - IL 01 68 03 12 - - TX CHGES - CANCEL & NONREN PROVS PKG POL - - IL F0 19 11 18 - - COMMON DEC - - IL T0 02 11 89 - - LOCATION SCHEDULE - - IL T0 03 04 96 - - POLICY JACKET - EXECUTION CLAUSE - - IL T0 15 01 04 - - COMMON POLICY CONDITIONS-DELUXE - - IL T3 18 05 11 - - FED TERRORISM RISK INS ACT DISCLOSURE - - IL T3 68 01 21 - - AMNDT COMMON POLICY COND-PROHIBITED COVG - - IL T4 12 03 15 - - CAP ON LOSSES FROM CERT ACTS OF TERRORIS - - IL T4 14 01 21 - - ADDITIONAL BENEFITS - - IL T4 27 06 19 - - PROTECTION OF PROPERTY - - IL T4 40 10 20 - - NAMED INSURED ENDORSEMENT - - IL T8 00 01 00 - - NOTICE-INFORMATION OR COMPLAINTS-TEXAS - - PN T0 22 12 19 - - FLOOD POLICYHOLDER NOTICE - - PN T0 53 12 13 - - LOSS CONTROL SERVICES (TEXAS) - - PN T2 27 06 19 - - NOTICE INDEPENDENT AGENT AND BROKER COMP - - PN T4 54 01 08 - - IMP NOTICE-PERIOD TO FILE CLAIM-TX CAT - - PN T9 70 03 13 - - IMPT NOTICE - FLOOD - TX - - PN U3 53 06 19 - - COVERAGE - - POLICY NUMBER - - COMMISSION - - DELUXE - - 630-001 - - 17.50 % - - GENERAL LIABILITY - - 630-001 - - 17.50 % - - EMPLOYEE BENEFITS LIABILITY - - 630-001 - - 17.50 % - - AUTO - - BA-0N547714 - - 17.50 % - - UMBRELLA - - CUP-001 - - 10.00 %",Insurance Coverage Forms,Endorsement Options -"flea market, bingo or other game hall or meeting room;",Prohibited Use,Building Coverage Details -TABLE OF CONTENTS - COM GEN LIAB COV,Table of Contents,Table of Contents -45. Condition Of Premises/Landlord’s Work,Premises Condition/Landlord Work,Condition of Premises/Landlord’s Work -Expenses to move and temporarily store property,Moving and Storage Expenses,Moving and Storing Costs -"10.2 Discharge of Liens. If any lien is filed against the Premises for work or materials claimed to have been furnished to Tenant, Tenant shall cause it to be discharged of record or properly transferred to a bond under Section 713.24, Florida Statutes, within 10 days after notice to Tenant. Further, Tenant shall indemnify, defend, and save Landlord harmless from and against any damage or loss, including reasonable attorneys' fees, incurred by Landlord as a result of any liens or other claims arising out of or related to work performed in the Premises by or on behalf of Tenant.",Discharge of Liens,Discharge of Liens -Tenant hereby acknowledges that Landlord makes no representations as to the compatibility of the Building systems with Tenant’s equipment.,No Building Compatibility Representations,Building Systems Compatibility -"D. Document Identified Customer Personas, Journey Maps & Design Sprint Ideas for Quick",Design Sprint Ideas,Design Sprint Ideas -"The mailing or delivery of a lease by the Landlord to a possible Tenant, its agent or attorney, shall not be deemed an offer nor shall any obligation or liability be created on the part of Landlord until such time as a lease, duly executed by the Landlord, is delivered to such possible Tenant, its agent or attorney.",Mailing and Delivery,Mailing and Delivery -"Constitutional - NAD, has been generally feeling well the last couple of weeks Eyes - no changes in vision, double vision, blurry vision, wears glasses ENT - No congestion, changes in hearing, does not wear hearing aids Skin/Breast - no rashes Cardiovascular - No SOB, chest pain, heart palpitations Pulmonary - hard to get a breath in but not short of breath, no cough Endocrine - No changes in appetite Gastro Intestinal - No n/v/d or constipation. Has not eaten because can't swallow solid",No Abnormal Symptoms,Neurological Exam -"Each Party acknowledges that in the event of any violation by that Party of any of the provisions of Section 14 of this agreement or Article III., Sections D or E of the Master Agreement, the other Party would suffer irreparable harm and its remedies at law would be inadequate. Accordingly, in the event of any violation or attempted violation of any such provisions by either Party, the other Party shall be entitled to a temporary restraining order, temporary and permanent injunctions, specific performance, and other equitable relief, without any showing of irreparable harm or damage or the posting of any bond. The rights and remedies of each Party under this agreement shall be cumulative and in addition to any other rights or remedies available to such Party, whether under any other agreement, at law, or in equity.",Equitable Relief,Equitable Relief -"Wherever in this lease there is any conflict between the provisions of this lease other than the Rider and the Rider provisions of this lease (i.e. beginning at Article 40), the Rider provisions shall be deemed to supersede and be controlling.",Conflict Resolution,Conflict Resolution -"48. Liens - - - - Tenant shall indemnify and hold Landlord harmless from and against any and all bills for labor performed or equipment, fixtures and materials furnished to or for Tenant, and from and against any and all liens or claims therefor or against the Premises or the Building of which it forms a part, and from and against any and all liability, claim, loss, damage or expense, including reasonable attorneys' fees, in - - - - - - connection with any work performed by or for Tenant. The Premises and the Building shall at all times be free of liens for labor and materials supplied or claimed to have been supplied to or on behalf of Tenant, and no financing statements or other security instruments shall be filed against the Premises or the Building or the contents thereof. This shall not preclude the filing on Tenant’s equipment. - - - - Tenant shall not directly or indirectly create or permit to be created any mortgage, lien, security interest, pledge, conditional sale, or other encumbrance on the Premises or any part thereof, Tenant's interest under this Lease, or any rent hereunder. The foregoing shall not apply to liens for impositions not yet due, or liens of mechanics, materialmen, suppliers or vendors, incurred in the ordinary course of business for sums which are not yet due, provided that adequate provision for the payment thereof shall have been made and the following paragraph is complied with. - - - - If, in connection with any work being performed by or for Tenant or any subtenant, or in connection with any materials being furnished to Tenant or any subtenant, any mechanic's lien or other lien or charge shall be filed or made against the Premises or any part thereof, or if any such lien or charge shall be filed or made against Landlord, then Tenant, at Tenant's expense, within 30 days after such lien or charge shall have been filed or made, shall cause the same to be canceled and discharged of record by payment thereof or filing a bond or moving to file a bond or otherwise. Tenant promptly and diligently shall defend any suit, action or proceeding which may be brought for the enforcement of such lien or charge; shall satisfy and discharge any judgment entered therein within ten days after the entry of such judgment by payment thereof or filing a bond or otherwise; and on demand shall pay any and all liability, claim, loss, damage or expense, including reasonable attorneys' fees, suffered or incurred by Landlord in connection therewith. - - - - Nothing in this Lease shall constitute any consent or request by Landlord, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in any fashion that would permit the filing or making of any lien or claim against Landlord, the Premises or the Building. Landlord shall have the right, from time to time, to place upon the Premises in a conspicuous place such sign or other notice as Landlord may deem necessary or appropriate so as to give notice to others of the provisions of the preceding sentence.",Indemnification and Lien Compliance,Indemnification and Lien Compliance -"Tenant shall install, if not already in existence, a filtration and air purifying system as Landlord shall deem reasonably necessary or advisable to cause its operations to comply with the terms and conditions of this Lease and all provisions of law. If at any time after Tenant opens for business in the reasonable judgment of Landlord or any municipal authorities, it becomes necessary (notwithstanding the installation of a filtration (or air purifying system) to eliminate any fumes, vapors or odors from the Premises, as aforesaid, Tenant agrees, at its sole cost and expense, promptly to install",Filtration and Air Purifying System,Filtration and Air Purifying System -"caused by Purchaser’s gross negligence, fraud or willful misconduct or (B) covered by the product warranty set forth in Section 5(a); or (iii) the failure of Purchaser to comply with applicable Law; provided that Purchaser shall have no such obligations to the extent any Loss arises as a result of (y) the failure of a Supplier Indemnitee to comply with any applicable Law; or (z) the breach of contract, negligence, recklessness or willful misconduct of a Supplier Indemnitee.",Indemnification Exclusions,Indemnification -"10. Insurance. Supplier shall maintain and keep in force during the Term commercial general liability insurance that includes the products-completed operations hazard. Such insurance shall contain a minimum combined single limit of liability for bodily injury and property damage in the amount of not less than $10,000,000 per occurrence and $10,000,000 in the aggregate. Supplier shall provide the certificate of insurance to Purchaser upon request.",Insurance Requirements,Insurance Requirements -"AUDITORS TO THE GOLDMAN SACHS GROUP, INC. - - PricewaterhouseCoopers LLP - - 300 Madison Avenue New York, New York 10017 United States of America - - FISCAL AGENT AND PAYING AGENT - - The Bank of New York Mellon - - 30 Cannon Street Corporate Trust Operations Center - - London EC4M 6XH - - England - - LEGAL ADVISORS TO THE GOLDMAN SACHS GROUP, INC. - - As to United States law: - - General Counsel or Associate General Counsel - - The Goldman Sachs Group, Inc. - - 200 West Street - - As to United States law (including as to United States Federal Income tax law): Sullivan & Cromwell LLP - - New York, NY 10282 United States of America - - 1 New Fetter Lane London EC4A 1AN United Kingdom - - iOlagman acns",Advisors List,Legal Advisors -66. Tenant’s Punctual Payment Obligation,Punctual Payment Obligation,Punctual Payment Obligation -Ordinance or Law - Increased Period of Restoration,Ordinance Compliance,Ordinance Compliance -"1. To evaluate the effect of injection-to-meal timings (immediately before the start of meal, and 20 minutes following the start of the meal) on the GD response to LY900014 compared to Humalog, as measured by the MMTT - - 2. To evaluate the tolerability of LY900014",Study Objectives,Study Objectives -6. No Obligations. Each party retains the right to determine whether to disclose any Confidential Information to the other party.,No Disclosure Obligation,No Obligations -"• Give patient corticosteroid to decrease inflammation and to protect against relapse after initial improvement. 4 days of Dexamethasone 10 mg IV tid. - - • Give patient antihistamine to block inflammation as well. 4 days of Diphenhydramine 25 mg bid. - - • ENT consult to rule out abscess or foreign object - - • Check C1 and C4 levels that would be decreased if the patient had C1 inhibitory complement deficiency - - • TSH level to check for hypo/hyper thyroid - - • Hold all oral home meds and keep patient NPO until airway swelling is reduced and patient can swallow easily",Treatment Plan,Corticosteroid and Antihistamine Treatment -Deluxe business income (AND extra expense) coverage form - described premises,Business Income Coverage,Deluxe Business Income Coverage Form -"If Landlord commences any action or proceeding against Tenant, or if Landlord is required to defend any action or proceeding commenced by Tenant, in connection with this lease or the Premises, and Landlord shall be the prevailing party in any such action for proceeding, Landlord shall be entitled to recover from Tenant in such action or proceeding, or a subsequently commenced action or proceeding, Landlord's reasonable attorneys' fees, costs and disbursements and all applicable interest thereon at the statutory rate incurred in connection with such action or proceeding and any appeals, including but not limited to fees on fees incurred to collect said monies.",Attorneys' Fees,Attorneys' Fees -National Transportation Safety Board Aviation Accident Factual Report,NTSB Aviation Accident Report,Aviation Accident Factual Report -"Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the Party seeking",Discovery in Arbitration,Discovery Rights -"Hail: - - At the following described premises: - - PREMISES - - BUILDINGS - - LOCATION NO. - - No. - - 2-13 - - 2-19 - - the following percentage applies: - - 2% - - subject to the following minimum, in any one occurrence: - - $100,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations above.",Hail Coverage Details,Hail Coverage -"Tenant, at Tenant's sole cost and expense and after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any Requirement affecting the Premises provided that: (a) neither Landlord nor any Indemnities shall be subject to criminal penalties, nor shall the Building or any part thereof be subject to being condemned or vacated, nor shall the certificate of occupancy for the Premises or the Building be suspended or threatened to be suspended, by reason of non-compliance or by reason of such contest; (b) before the commencement of such contest, if Landlord or any Indemnities may be subject to any civil fines or penalties or if Landlord may be liable to any third party as a result of such non-compliance, then Tenant, shall furnish to Landlord either (i) a bond of a surety company satisfactory to Landlord, in form and substance reasonably satisfactory to Landlord, and in an amount at least equal to Landlord's estimate of the sum of (A) the cost of such compliance, (B) the penalties or fines that may accrue by reason of such non-compliance (as reasonably estimated by Landlord) and (C) the amount of such liability to independent third parties, and shall indemnify Landlord (and any Indemnities) against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance; or (ii) other security satisfactory in all respects to Landlord; (c) such non-compliance or contest shall not constitute or result in a violation (either with the giving of notice or the passage of time or both) of the terms of any mortgage or superior Lease affecting the Building, or if such superior Lease or mortgage conditions such non- compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be",Contest of Requirements,Contestability -"When Shipper desires Carrier to transport a Shipment, Shipper will notify Carrier by e- mail, Electronic Data Interchange (EDI), verbally and/or by facsimile, specifying the load, the destination, and the date by which the load must reach the destination. Carrier will either accept or reject the opportunity to transport the Shipment by return e-mail, EDI, and/or facsimile to the Shipper in Section 13.4. If Carrier accepts, Carrier will be bound by the terms of this Agreement with respect to each such Shipment. If Carrier rejects, the rejected load will be",Notification of Load,Rejected Load -"Total Rating Basis: - - $132,477,622 - - Building Rate: - - 0.492 - - Business Personal Property Rate: - - 0.328 - - Time Element Rate: - - 0.215 - - Premium for Policy Period: - - $634,829",Insurance Premium Calculation,Insurance Coverage Options -Green Building Alternatives – Increased Period of Restoration,Green Building Restoration,Green Building Alternatives -") ss.: COUNTY OF NEW YORK ) - - - - On the day of , October in the year 2021, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me, on the basis of satisfactory evidence, to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument.",Notary Undertaking,Notarization Acknowledgement -"o Alert and oriented to person, place (“hospital”, not CMC), time (11/28/2006), and situation (“possible stroke”).",State of Mind,stroke Exam -"If any lien is filed against the Premises for work or materials claimed to have been furnished to Tenant, Tenant shall cause it to be discharged of record or properly transferred to a bond under Section 713.24, Florida Statutes, within 10 days after notice to Tenant. Further, Tenant shall indemnify, defend, and save Landlord harmless from and against any damage or loss, including reasonable attorneys' fees, incurred by Landlord as a result of any liens or other claims arising out of or related to work performed in the Premises by or on behalf of Tenant.",Lien Discharge & Indemnification,Lien Compliance -"DESCRIPTION - - FORM NUMBER - - MORTGAGEE HOLDER SCHEDULE - - DX 00 01 07 94 - - DELUXE PROP COV PART SCHED-SPECIF LIMITS - - DX 00 03 07 94 - - TABLE OF CONTENTS - DELUXE PROP COV PART - - DX 00 04 11 12 - - TEXAS CHANGES - - DX 00 09 05 13 - - TX CHANGES - CANCEL AND NONRENEWAL - - DX 01 71 12 19 - - DELUXE PROP COV PART DECLARATIONS - - DX T0 00 11 12 - - DELUXE PROPERTY COVERAGE FORM - - DX T1 00 11 12 - - DELUXE BI (AND EE) COVERAGE FORM - - DX T1 01 11 12 - - CAUSES OF LOSS-EARTHQUAKE - - DX T3 01 11 12 - - CAUSES OF LOSS - BROAD FORM FLOOD - - DX T3 02 11 12 - - CAUSES OF LOSS-EQUIPMENT BREAKDOWN - - DX T3 19 11 12 - - PROTECTIVE SAFEGUARDS - - DX T3 41 11 12 - - LOSS PAYABLE PROVISIONS - - DX T3 79 11 12 - - UTILITY SERVICES-DIRECT DAMAGE - - DX T3 85 11 12 - - UTILITY SERVICES-TIME ELEMENT - - DX T3 86 11 12 - - ELECTRONIC VANDALISM LIMITATION ENDT - - DX T3 98 04 02 - - FEDERAL TERRORISM RISK INSURANCE ACT DIS - - DX T4 02 01 21 - - CRIME ADDITIONAL COVERAGE - - DX T4 15 11 12 - - WINDSTORM OR HAIL-SUBLIMIT OF INS - - DX T4 98 11 12",Deluxe Property Coverage Forms,Loss Payable Provisions -"Except as provided herein, Tenant shall not be entitled to make any structural alterations of or additions to the Premises or any alterations, additions or changes whatsoever to the exterior of the Premises without the prior written consent of Landlord in each instance, which consent Landlord may withhold or condition unreasonably or for any reason or for no reason; and, except as provided herein , and excepting purely cosmetic changes or additions up to an amount of $20,000, Tenant shall not be entitled to make any non-structural alterations of or additions to the Premises without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, delayed or conditioned. (Any alterations to the Premises made by Tenant shall hereinafter be referred to as ""Tenant's Alterations"").",Alterations Require Consent,Alterations -Covered Leasehold Interest – Undamaged Improvements & Betterments,Leasehold Interest Coverage,Leasehold Interest Coverage -"42H. Smoking Prohibited - - - - Tenant, and/or Tenant's employees may not smoke in any part of the Building, including but not limited to the Premises, bathrooms, fire escapes and hallways of the Building. Furthermore, Tenant and/or its employees may not smoke in front of the entrance of the Building. Landlord has the right to involve the NYC Fire Department and/or any other agencies of the City of New York if Tenant and/or its employees, and/or invitees are found to have been smoking in or around the Premises. A violation of this Article shall be material default under this Lease. - - - -43. Basement Space - - - - Subject to the terms and conditions contained elsewhere in this Lease, Tenant may use the area of the basement of the building, shown in Exhibit A annexed hereto, solely for purposes of allowed under the existing Temporary Certificate of Occupancy annexed as Exhibit Band for no other purpose.Landlord represents that basement area shown on Exhibit A is “eating and drinking establishment.” - - - - Subject to the terms and conditions contained elsewhere in this Lease, Tenant’s use of the basement shall not, in any way, block Landlord's use of same, or interfere with any machinery or equipment in the basement. Tenant agrees that its use of the basement shall be in accordance with reasonable rules and regulations to be established by Landlord. - - - - Tenant shall permit access through the Premises to the basement space for the Landlord and representatives of Con Edison and other utility or service providers as reasonably required during business hours and with 24 hour notice, where reasonably possible, to Tenant for any access other than meter reading. - - - - Tenant shall not block or place any obstructions in front of and/or within three feet of the building’s electric panel, meters, and shut-off switches. - - - - - -44. Signs And Exterior Appearance - - - - Tenant agrees that all signs, awnings, protective gates, security devices and other installations visible from the exterior of the Premises shall be subject to Landlord's prior written approval, shall be subject to the prior approval of the Landmarks Preservation Commission of the City of New York, if required, and shall not interfere with or block either of the adjacent stores, provided, however, that Landlord shall not unreasonably withhold consent for signs that Tenant desires to install. Tenant agrees that any permitted signs, awnings, protective gates, security devices, and other installations shall be installed at Tenant’s sole cost and expense professionally prepared and dignified and subject to Landlord's prior written approval, which shall not be unreasonably withheld, delayed or conditioned, and subject to such reasonable rules and restrictions as Landlord from time to time may impose. Tenant shall submit to Landlord drawings of the proposed signs and other installations, showing the size, color, illumination and general appearance thereof, together with a statement of the manner in which the same are to be affixed to the Premises. Tenant shall not commence the installation of the proposed signs and other installations unless and until Landlord shall have approved the same in writing. . Tenant shall not install any neon sign. The aforesaid signs shall be used solely for the purpose of identifying Tenant's business. No changes shall be made in the signs and other installations without first obtaining Landlord's prior written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant shall, at its own cost and expense, obtain and exhibit to Landlord such permits or certificates of approval as Tenant may be required to obtain from any and all City, State and other authorities having jurisdiction covering the erection, installation, maintenance or use of said signs or other installations, and Tenant shall maintain the said signs and other installations together with any appurtenances thereto in good order and - - - - - - condition and to the satisfaction of the Landlord and in accordance with any and all orders, regulations, requirements and rules of any public authorities having jurisdiction thereover. Landlord consents to Tenant’s Initial Signage described in annexed Exhibit D. - - - - Upon the expiration or termination of the term of this Lease, the Tenant shall remove all signs and other installations installed by Tenant, if any, at its sole cost and expense and shall, at its sole cost and expense, repair any damage to the Building caused by the installation or removal of any such signs or other installations and restore the Building to a satisfactory condition to make it as if no sign or other installations had been placed thereon. In the event that the Tenant violates any of the provisions of this Article, the Landlord may remove the subject items without any liability to the Tenant and may charge the Tenant all of the Landlord’s costs and expenses incurred in connection with the removal and disposal of such items, and the repair of the part of the Building to which such items were attached. - - - - In order to maintain the highest standards of appearance, character and dignity for the Building, no paper or other signs shall be placed on the windows or exterior of the Premises or shall be placed in the Premises so that they can be seen from the outside of the Premises unless the same are tastefully and professionally prepared and approved by Landlord. - - - -45. Condition Of Premises/Landlord’s Work - - - - Landlord shall at all times and at Landlord’s expense, maintain a certificate of occupancy (permanent or temporary), permitting Tenant’s Use of the Premises. Subject to the foregoing, Landlord represents the existing Temporary Certificate of Occupancy covering the premises is annexed as Exhibit - - C. Tenant has examined and inspected the Premises. Tenant agrees to accept possession of the Premises ""AS IS"", except as expressly provided herein, Landlord shall not be responsible for making any improvements, alterations, or repairs therein or for spending any other money to prepare the Premises for Tenant's occupancy, except as expressly provided herein. Neither Landlord nor any employee or agent of Landlord have made any representation or promise with respect to the Premises except as expressly set forth herein. Landlord shall deliver the Premises on the Commencement Date free and clear of any Hazardous Materials (defined in paragraph 42 of the Lease) and without any construction liens that would materially interfere with, delay or prevent Tenant’s Initial Alterations. On or before the Commencement Date, Landlord shall deliver the ACP-5 Certificate. - - - -46. Work To Be Performed and Water Charges - - - - Landlord shall perform no work to prepare the Premises for the Tenant’s occupancy, except that Landlord shall deliver the Premises free of any hazardous materials and with no outstanding construction liens or violations. - - - - Tenant shall maintain the submeter to register Tenant’s water consumption at Tenant’s sole cost and expense in good working order and repair, and Tenant shall pay for water consumed as shown on said water meter (“Base Water Charge”), plus Tenant’s Share of the cost of having the water meter read by a water meter reading company, within five (5) days of delivery by Landlord of a bill therefor. Tenant shall pay Tenant’s Share of sewer rent charges and assessments, if any, for the premises within five (5) days of delivery by Landlord of a bill therefor, which shall be additional rent. - - - - If not already existing, Tenant shall install a backflow prevention device that is approved by the City Department of Environmental Protection (DEP) to prevent contaminated water or chemicals from flowing back into the public drinking supply, and in connection with such installation, Tenant shall comply with all provisions set forth elsewhere in this Lease. Tenant shall pay to Landlord as additional rent annually during the term of this Lease Tenant’s Share of Landlord’s costs and expenses for maintenance, inspection, certifications, testing and to comply with all other requirements of DEP with regard the backflow prevention device servicing its Premises. Such additional rent shall be paid within twenty (20) days after demand thereof by the Landlord and shall be collectible as additional rent. Bills for same submitted by Landlord shall be conclusive evidence of the amount of such costs and expenses and shall be used for the calculation of the amounts to be paid by the Tenant. - - - - - -47. Alterations and Additions - - - - Except as provided herein, Tenant shall not be entitled to make any structural alterations of or additions to the Premises or any alterations, additions or changes whatsoever to the exterior of the Premises without the prior written consent of Landlord in each instance, which consent Landlord may withhold or condition unreasonably or for any reason or for no reason; and, except as provided herein , and excepting purely cosmetic changes or additions up to an amount of $20,000, Tenant shall not be entitled to make any non-structural alterations of or additions to the Premises without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, delayed or conditioned. (Any alterations to the Premises made by Tenant shall hereinafter be referred to as ""Tenant's Alterations""). - - - - In granting its consent to any Tenant's Alterations as defined in this Article, Landlord may impose such reasonable conditions (including completion, payment, restoration and if Tenant's Alterations are reasonably expected to cost in excess of $25,000, a requirement that Tenant either post a bond to insure the completion of and payment for Tenant's Alterations or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free) as Landlord may reasonably require. In no event shall Landlord be required to consent to any T",No Smoking and Allowed Use of Facility,Basement Use Restrictions -"The transfer of a majority of the capital stock of any corporate tenant, or of a majority of the total interests in any partnership tenant or limited liability company tenant, however accomplished and whether in a single transaction or a series of transactions, shall be deemed an assignment of this Lease, except that a transfer of stock for purposes hereof shall not include sales of stock by persons through the ""over-the-counter market"" or a recognized stock exchange other than sales by ""insiders"" within the meaning of the Securities Exchange Act of 1934 as amended. Notwithstanding the foregoing, Tenant may assign this Lease or sublet all or any portion of the Premises without Landlord’s consent being required (a “Permitted Assignment”) to a corporation or other entity into which or with which Tenant is merged or consolidated or to an entity to which substantially all of the assets of Tenant are transferred, or, if Tenant is a partnership or limited liability company, to a successor, entity, and Tenant may sublet the Premises or assign the Lease to subsidiaries or affiliates of Tenant for so long as any such subsidiary or affiliate shall retain the status of a subsidiary or affiliate of Tenant. For purposes hereof, a ""subsidiary"" or ""affiliate"" shall mean a corporation or other entity of which at least fifty-one percent of the common stock is owned by Tenant or a partnership of which at least fifty-one percent of the equity or other ownership interest in your is owned by Tenant or is controlled by or is under common control with Tenant.",Corporate Transfer Assignment,Permitted Assignment -A Change Order will be binding only if signed by both parties. Any and all Change Orders will be governed by the terms and conditions set forth in this Agreement and are hereby incorporated by this reference. Any additional Deliverables described in the Change Order will be subject to the Payment provisions as described in Section 7 of the Agreement.,Change Orders,Change Order Requirements -INSURANCEA PROPERTY CASUALTY COMPANY OF AMERICA,Insurance Company,Insurance Coverage Options -"BLANKET DESCRIPTION OF COVERAGE OR PROPERTY - - LIMITS OF INSURANCE - - Buildings - - $111,158,795",Building Insurance Limit,Buildings Coverage Limits -"fixed or floating interest rate, or issued with original issue discount",Interest Rate Options,Interest Rate -"In the event of a sale, transfer or leasing of the Premises by Landlord, Landlord shall have the right to transfer the Security to the vendee, transferee or lessee, whereupon Landlord shall be deemed released by Tenant from all liability for the return of said Security, except that Landlord shall remain responsible for the Security Deposit paid hereunder, until such time as [a] a successor landlord or party in interest assumes in writing the obligations therefore and [2] Landlord provides notice of assignment to Tenant. In such event, Tenant agrees to look solely to such new Landlord for the return of said Security. This Article shall apply to every transfer or assignment of the Security to a new Landlord. Tenant shall not assign or encumber the Security, and Landlord shall not be bound by any such assignment and encumbrance. - - - - The Security being held pursuant to this Article shall at all times be an amount equal to - - - - - - three (3) times the monthly fixed rent then reserved under Article 40 of this Lease. On the first day of the month following each anniversary of the Rent Commencement Date of this Lease, Tenant shall pay to Landlord funds sufficient so that the un-applied Security held by Landlord shall at all times equal three times the monthly fixed rent then reserved under Article 40 of this Lease.",Security Deposit Transfer,Security Deposit -"If scheduled onsite visits are cancelled less than ten (10) working days in advance of the scheduled date, Company is entitled to charge fifty percent (50%) of the expected revenue associated with this onsite activity as compensation.",Cancellation Fees,Onsite Visits -"This Services Agreement (the “Agreement”) sets forth terms under which MagicSoft, Inc. a Washington Corporation (“Company”) located at 600 4th Ave, Seattle, WA 98104 shall provide services to Daltech, Inc., a Washington Corporation (the “Client”) located at 701 1st St, Kirkland, WA 98033. This Agreement is effective as of February 15, 2021 (“Effective Date”). - - - -A. STANDARD SOFTWARE AND SERVICES AGREEMENT - -1. Deliverables. Company shall provide Client with software, technical support, product management, development, and testing services (“Services”) to the Client as described on one or more Statements of Work signed by Company and Client that reference this Agreement (“SOW” or “Statement of Work”). Company shall perform Services in a prompt manner and have the final product or service (“Deliverable”) ready for Client no later than the due date specified in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the Change Order process defined in the applicable SOW. Client shall assist Company by promptly providing all information requests known or available and relevant to the Services in a timely manner. - -2. Onsite Services. - - 2.1 Onsite visits will be charged on a daily basis (minimum 8 hours). - - 2.2 Time and expenses will be charged based on actuals unless otherwise described in an Order Form or accompanying SOW. - - 2.3 All work will be executed during regular working hours Monday-Friday 0800-1900. For work outside of these hours on weekdays, Company will charge one hundred percent (100%) of the regular hourly rate and two hundred percent (200%) for Saturdays, Sundays and public holidays applicable to Company. - - 2.4 If scheduled onsite visits are cancelled less than ten (10) working days in advance of the scheduled date, Company is entitled to charge fifty percent (50%) of the expected revenue associated with this onsite activity as compensation. - -3. Deposit. An initial payment (the “Deposit”) of One Hundred Thousand Dollars ($100,000) is due to Company at signing. - -4. Dates of Performance. Company will begin performing services upon receipt of signed Agreement and Deposit. Unless terminated as provided in this Agreement, Company will complete Services by the Completion Date. Deliverable shall be furnished to Client within 72 hours of final payment for the Services. - -5. Change in Services. If Client desires changes to the SOW, Client shall submit to Company a written request in accordance with the change order process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Company and the Client. If additional SOW are executed, then Client shall pay Company for all services performed prior to the additional SOW before Company begins work on the new SOW. - -6. Termination. This agreement shall continue in force and effect until May 31, 2025 and shall be automatically renewed for successive one-year terms annually thereafter unless notice of non-renewal is given by the Company or the Client before the end of the term. Company shall have the right to modify, reject, or terminate any SOW and any related work in process with five days written notice to Client. In the event Company terminates the SOW prior to completion of Services, the Client shall pay Company the fees due under the SOW with respect to Services completed as of the date of termination. Payment for completed work will be deducted from the deposit. Company will retain the non-refundable 50% of the Deposit and return any unearned portion exceeding 50% of the Deposit. Any amount due for services performed by Company above the deposit will be billed to Client and Client shall promptly pay. - -7. Payment. In exchange for Company’s Services under this Agreement, the Client shall pay Company the contract price and deposit set forth above. Company will submit a final invoice to Client for all services rendered by the Services Completion Date and Client shall promptly pay. Client is restricted from using any form of the Deliverable until final payment is received. Client shall pay travel and other expenses incurred by Company in performing the Services. In the event of a good faith dispute with regard to an item appearing on an invoice, Company shall have the right to withhold the Deliverable while the parties attempt to resolve the disputes. - -8. Representations and Warranties. - - 8.1 Company’s Representation. Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation. - - 8.2 Client’s Representation. Client represents that any materials provided to Company by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation. - - 8.3 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. - -9. Indemnification. Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding elements or materials provided by Client and incorporated into the Deliverable. Additionally, Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding Client’s unauthorized use of any music, images, or other materials comprising the Deliverable. - -10. Limitation of Liability. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. - -11. Compliance with Laws. Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection. - -12. General Provisions. - - 12.1 Insurance Company will maintain during the entire Term of this Agreement, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII authorized to do business in the jurisdictions where the Company services are to be performed. - - (a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Client. - - (b) Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. - - (c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client. - - (d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.",Service Terms,Software and Services Agreement -"In the event any cargo shipped hereunder is recalled pursuant to a Class I Recall under regulatory standards promulgated by the U.S.D.A. (“Recall”), whether initiated by Shipper or by decision, action or - - order of any governmental authority due to the actions of Shipper, Shipper shall notify Carrier prior to the implementation of such Recall via direct telephone prior to the implementation of such Recall. Any Recall pursuant - - to this paragraph shall be carried out in the name of Shipper and Shipper shall be responsible for all costs and - - expenses related to such Recall, including but not limited to shipping expenses.",Recall Notification,Recalculation of Recall Costs -"KGI Securities Co. Ltd. MasterLink Securities Corporation SinoPac Securities Corporation Taipei Fubon Commercial Bank Co., Ltd. - - Pricing Supplement No. 1839 to the Offering Circular dated June 6, 2017",Pricing Supplement,Pricing Supplement -"PREM - - BUILDING - - DESCRIPTION OF COVERAGE OR PROPERTY - - LIMITS OF INSURANCE - - 3 - - 3 - - Buildings - - $10,605,715 - - 3 - - 4 - - Buildings - - $1,500,000 - - 4 - - 5 - - Your Business Personal Property - - $25,000 - - 9 - - 14 - - Your Business Personal Property - - $100,000 - - 10 - - 16 - - Your Business Personal Property - - $25,000 - - 12 - - 18 - - Your Business Personal Property - - $25,000 - - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - TX - - 5/7 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 95,583 - - 52.752 - - $5,042 - - TX - - 6/8 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 93,311 - - 52.752 - - $4,922 - - TX - - 6/9 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 22,445 - - 18.168 - - $408 - - TX - - 7/10 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 70,000 - - 52.752 - - $3,693 - - TX - - 8/11 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 1,447 - - 52.752 - - $76 - - TX - - 8/12 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 134,524 - - 18.168 - - $2,444 - - TX - - 8/13 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 138,000 - - 52.752 - - $7,280 - - TX - - 9/14 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 122,000 - - 52.752 - - $6,436 - - TX - - 9/15 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 100,400 - - 18.168 - - $1,824 - - TX - - 10/16 - - 61217 - - BUILDINGS OR PREMISES - - - Prem/Ops. - - 83,940 - - 43.485 - - $3,650 - - BANK OR OFFICE - - - TX - - 11/17 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 36,691 - - 43.485 - - $1,596 - - TX - - 12/18 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 150,000 - - 18.168 - - $2,725 - - TX - - 12/18 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 112,772 - - 52.752 - - $5,949 - - TX - - 13/19 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 47,000 - - 52.752 - - $2,479 - - TX - - 14/20 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 36,691 - - 52.752 - - $1,936",Property Insurance Coverage,Building and Premises Coverage Details -EXHIBIT A – Floor EXHIBIT B –Guaranty,Exhibits A and B,Exhibits -"12.2.1 Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.",Retained Intellectual Property Rights,Preexisting Intellectual Property -If the performance of Tenant’s Alterations shall interfere with the comfort and/or convenience of other tenants in the Building or shall cause damage to or otherwise interfere with the,Alteration Interference Avoidance,Alteration Liability -"c. Either Party shall have the right to terminate this agreement or any Product-specific exhibit to this agreement immediately upon notice to the other Party following the commencement of any bankruptcy or insolvency proceeding (whether voluntary or involuntary) with respect to such other Party or its assets, the general assignment for the benefit of creditors by such other Party, or the appointment of a receiver, trustee or liquidator by or for such other Party.",Termination for Bankruptcy,Termination for Insolvency -"34.2.2 At the time of Tenant giving Landlord notice of its election to extend the Lease Term and on the expiration of the current Lease Term, this Lease shall be in full force and effect and Tenant shall not be in default under any of the terms, covenants, and conditions of this Lease beyond any applicable grace period. In addition, if a Multiple Defaults Trigger has occurred, the rights granted in this article shall immediately and without further action by the Landlord terminate and be of no further force or effect.",Extension of Lease,Termination of Lease -"condition and to the satisfaction of the Landlord and in accordance with any and all orders, regulations, requirements and rules of any public authorities having jurisdiction thereover. Landlord consents to Tenant’s Initial Signage described in annexed Exhibit D.",Initial Signage Consent,No Landlord Obligation -"Social History: - - Patient lives in with daughter (919) _ . Patient does all ADLs and IADLs with no/little assistance. She does own finances and drives. Patient has 4 daughters that all live in the area. Patient does not use tobacco, alcohol, illicit drugs.",Living Arrangements,Social History -TABLE OF CONTENTS - DELUXE PROP COV PART,Table of Contents,Lease Terms and Definitions -Tenants Property Damage Legal Liability Sublimit - Per Covered Loss,Property Damage Liability Limit,Property Damage Legal Liability Sublimit -"Coverages and limits of insurance – described premises - - Insurance applies on a BLANKET basis only to a coverage or type of property for which a Limit of Insurance is shown below, and then only at the premises locations for which a value for such coverage or property is shown on the Statement of Values dated 6/24/2021 , or subsequently reported to and insured by us. For Insurance that applies to a specific premises location see Deluxe Property Coverage Part Schedule - Specific Limits - - BLANKET DESCRIPTION OF COVERAGE OR PROPERTY - - LIMITS OF INSURANCE - - Buildings - - $111,158,795",Blanket Property Coverage Limits,Building Coverage Limits -"42. Use of Premises - - - - Tenant covenants that Tenant shall use and occupy the Premises solely as a first class high quality café, coffee shop, and restaurant with full table service for all day breakfast, lunch and dinner and other uses incidental thereto, including the sale of liquor with the required license, and for no other purpose unless approved in writing by Landlord at all times. Tenant shall not have the right to operate its business in the Premises except between the hours of 7:00 A.M. through 2:00 A.M. - - - - Tenant shall not knowingly use or occupy or permit the Premises to be used or occupied, nor do or permit anything to be done in or on the Premises, in any manner which in any way will violate any rules and regulations of governmental authorities, any certificate of occupancy affecting the Premises, or make void or voidable any insurance then in force with respect to the Premises. In the event that any governmental authority shall contend or declare by notice of violation or order, or otherwise, that the Premises are being used in a manner in violation of any law, rule or regulation or in violation of any certificate of occupancy, Tenant, within ten days after written notice shall discontinue such use of the Premises, and failure to discontinue such use shall constitute a material default by Tenant hereunder. The statement in this Lease of the nature of Tenant's business shall not be deemed or construed to constitute a representation or warranty by Landlord that such business may be conducted in the Premises or is lawful or permissible under any certificate of occupancy issued for the building. - - - - Tenant shall as its sole responsibility, and at Tenant's sole cost and expense, take all action, including making any required alterations necessary to comply with all Requirements (including, but not limited to, applicable terms of the Americans With Disabilities Act of 1990 (the ""ADA""), as modified and supplemented from time to time, which shall impose any violation, order or duty upon Landlord or Tenant arising from, or in connection with, the Premises, Tenant's occupancy, use or manner of use of the Premises (including, without limitation, any occupancy, use or manner of use that constitutes a ""place of public accommodation"" under the ADA), or any installations in the Premises, or required by reason of a breach of any of Tenant's covenants or agreements under this Lease, whether or not such Requirements shall now be in effect or hereafter enacted or issued, and whether or not any work required shall be ordinary or extraordinary or foreseen or unforeseen at the date hereof. - - - - - - Tenant covenants and agrees that Tenant shall, as its sole responsibility, and at Tenant's sole cost and expense, comply at all times with all Requirements governing the use, generation, storage, treatment and/or disposal of any ""Hazardous Materials"" (as defined below), the presence of which results from or in connection with the act or omission of Tenant or Persons Within Tenant's Control or the breach of this Lease by Tenant or Persons Within Tenant's Control. The term Hazardous Materials shall mean any biologically or chemically active or other toxic or hazardous wastes, pollutants or substances, including, without limitation, asbestos, PCBs, petroleum products and by-products, substances defined or listed as ""hazardous substances"" or ""toxic substances"" or similarly identified in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., and as hazardous wastes under the Resource Conservation and Recovery Act, 42 U.S.C. 6010 et seq., any chemical substance or mixture regulated under the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. 2601, et seq., any ""toxic pollutant"" under the Clean Water Act, 33 U.S.C. §466 et seq., as amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. 7401 et seq., hazardous materials identified in or pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. §1802, et seq., and any hazardous or toxic substances or pollutant regulated under any other Requirements. Tenant shall agree to execute, from time to time, at Landlord's request, affidavits, representations and the like concerning Tenant's best knowledge and belief regarding the presence of Hazardous Materials in, on, under or about the demised Premises or the Building. Tenant shall indemnify and hold harmless all Indemnitees from and against any loss, cost, damage, liability or expense (including attorneys' fees and disbursements) arising by reason of any clean up, removal, remediation, detoxification action or any other activity required or recommended of any Indemnities by any Governmental Authority by reason of the presence in or about the Building or the demised Premises of any Hazardous Materials, as a result of or in connection with the act or omission of Tenant or Persons within Tenant's Control or the breach of this Lease by Tenant or Persons within Tenant's Control. The foregoing covenants and indemnity shall survive the expiration or any termination of this Lease. - - - - If Tenant shall receive notice of any violation of, or defaults under, any Requirements, liens or other encumbrances applicable to the Premises, Tenant shall give prompt notice thereof to Landlord. - - - - Tenant shall, as its sole responsibility, and at Tenant's sole cost and expense, make application for, diligently seek the issuance of, and promptly procure and thereafter maintain, any necessary licenses and permits required in respect of the operation and use of the Premises and Tenant's use thereof and Tenant shall cause all such licenses and permits to remain in full force and effect throughout the term of this Lease or until no longer required and submit same for inspection by Landlord, and at all times comply with the terms and conditions of each such license or permit. Landlord shall cooperate with Tenant’s applications for such licenses or permits. - - - - Tenant, at Tenant's sole cost and expense and after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any Requirement affecting the Premises provided that: (a) neither Landlord nor any Indemnities shall be subject to criminal penalties, nor shall the Building or any part thereof be subject to being condemned or vacated, nor shall the certificate of occupancy for the Premises or the Building be suspended or threatened to be suspended, by reason of non-compliance or by reason of such contest; (b) before the commencement of such contest, if Landlord or any Indemnities may be subject to any civil fines or penalties or if Landlord may be liable to any third party as a result of such non-compliance, then Tenant, shall furnish to Landlord either (i) a bond of a surety company satisfactory to Landlord, in form and substance reasonably satisfactory to Landlord, and in an amount at least equal to Landlord's estimate of the sum of (A) the cost of such compliance, (B) the penalties or fines that may accrue by reason of such non-compliance (as reasonably estimated by Landlord) and (C) the amount of such liability to independent third parties, and shall indemnify Landlord (and any Indemnities) against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance; or (ii) other security satisfactory in all respects to Landlord; (c) such non-compliance or contest shall not constitute or result in a violation (either with the giving of notice or the passage of time or both) of the terms of any mortgage or superior Lease affecting the Building, or if such superior Lease or mortgage conditions such non- compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be - - - - - - taken or such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status at such proceedings. - - - - For the purposes of this Article, and elsewhere in this Lease, (i) the term ""Persons Within Tenant's Control"" shall mean and include Tenant, all of Tenant's respective principals, officers, agents, contractors, servants, employees, licensees and invitees; (ii) the term ""Requirements"" shall mean all present and future laws, ordinances, requirements, orders, directives, rules and regulations of federal, state, county and city governments and of all other governmental authorities having or claiming jurisdiction over the Real Property relating solely to the Premises; (iii) the term ""Indemnitees"" shall mean Landlord, its trustees, partners, shareholders, officers, directors, employees, agents and contractors and the managing agent, if any (and the partners, shareholders, officers, directors and employees and contractors of such managing agent), of Landlord; and (v) the term ""Governmental Authority"" shall mean The United States of America, the City and State of New York, the County of New York, any political subdivision thereof and any agency, department, commission, board, bureau or instrumentality of any of the foregoing, now existing or hereafter created, having jurisdiction over the Building, the Real Property, or any portion thereof. - - - - Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future Requirements regarding the collection, sorting, separation, and recycling of waste products, garbage, refuse and trash. Tenant shall sort and separate such waste products, garbage, refuse and trash into such categories as provided by law. Each separately sorted category of waste products, garbage, refuse and trash shall be placed in separate receptacles reasonably approved by Landlord and/or the Controlling Governmental agency(ies). Such separate receptacles may, at Landlord's option, be removed from the demised Premises in accordance with a collection schedule prescribed by law. - - - - Tenant sha",Tenant Covenants for Premises Use,Use of Premises -"Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.",Intellectual Property Rights,Intellectual Property -"Covered Leasehold Interest – Undamaged Improvements & Betterments - - Lesser of Your Business Personal Property limit or:",Leasehold Interest Insurance,Undamaged Improvements & Betterments -"in consideration of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:",Recitals,Agreement Preamble -"TERM - -YEAR - - - - PERIOD - - MONTHLY - - RENT - - ANNUAL - - RENT - -First - -3/15/21 To 2/28/23 - - $26,000.00 - -$312,000.00 - -Second - -3/01/23 To 2/28/24 - - $26,000.00 - -$312,000.00 - -Third - -3/01/24 To 2/28/25 - - $26,000.00 - -$312,000.00 - -Fourth - -3/01/25 To 2/28/26 - - $26,780.00 - -$321,360.00 - -Fifth - -3/01/26 To 2/28/27 - - $27,583.40 - -$331,000.80 - -Sixth - -3/01/27 To 2/28/28 - - $28,410.90 - -$340,930.80 - -Seventh - -3/01/28 To 2/28/29 - - $29,263.23 - -$351,158.76 - -Eighth - -3/01/29 To 2/28/30 - - $30,141.13 - -$361,693.56 - -Ninth - -3/01/30 To 2/28/31 - - $31,045.36 - -$372,544.32 - -Tenth - -3/01/31 To 3/31/32 - - $31,976.72 - -$383,720.64 - - - - The fixed rent shall be payable in advance on the first day of each calendar month commencing five months following the Commencement Date (the “Rent Commencement Date’) . Provided Tenant is not in default under any term of this Lease Tenant shall receive a rent credit for (i)) one-half of the monthly fixed rent due ($13,000.00) for the sixth month following the Commencement Date; (ii) one- half of the monthly fixed rent due ($13,000.00) for the seventh month following the Commencement Date; - - (iii) one-half of the monthly fixed rent due ($13,000.00) for the eighteenth month following the Commencement Date; and (iv) one-half of the monthly fixed rent due ($13,000.00) for the nineteenth month following the Commencement Date. - - - - At execution of this Lease, Tenant shall pay to Landlord by separate bank checks (i) the amount of $26,000.00 toward fixed rent for for the seventh month following the Commencement Date and - - (ii) the amount of $78,000.00 representing the security deposit. - - - - Tenant also covenants to pay, from time to time as provided in this Lease, as additional rent: all other amounts and obligations which Tenant assumes or agrees to pay under this Lease; a “Late Charge” equal to five percent (5%) of the overdue payment of any item of fixed or additional rent not paid within ten (10) days after the date when due (or, if a demand therefor is required by the provisions of this Lease, within ten (10) days after the date of such demand), which Late Charge shall be payable as additional rent. In the event of any failure on the part of Tenant to pay any additional rent, Landlord shall have all the rights, powers and remedies provided for in this Lease, at law, in equity or otherwise, in the case of nonpayment of fixed rent. Nothing herein shall be construed to extend the due dates of Tenant's payments under this Lease, or to waive any rights or remedies of Landlord in the event of Tenant's late payment. Tenant's obligations to pay fixed rent and additional rent shall survive the expiration of the Lease term or earlier termination of this Lease. - - - - - - The provisions of this Article are in addition to all other rights or remedies available to Landlord for nonpayment of fixed rent or additional rent under this Lease and at law and in equity. Tenant further agrees that the Late Charge imposed is fair and reasonable, complies with all laws, regulations and statutes, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of rent to Landlord by Tenant. Tenant further agrees that the Late Charge assessed pursuant to this Lease is not interest and the Late Charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant or a penalty of any kind. It is understood that said late charge is directly related to Landlord’s actual costs and expenses incurred as a result of late payment. - - - - All fixed rent and additional rent (collectively hereinafter referred to as ""rent"") shall be paid in such coin or currency (or, subject to collection, by good check payable in such coin or currency) of the United States of America as at the time shall be legal tender for the payment of public and private debts, at the office of Landlord as set forth above, or at such place and to such person as Landlord from time to time may designate. - - - - All rent shall be paid to Landlord without notice, demand, counterclaim, setoff, deduction or defense, and nothing shall suspend, defer, diminish, abate, or reduce any rent, except as otherwise specifically provided in this Lease or by law. - - - - Tenant shall make all rental payments in full. Payment or receipt of a rental payment of less than the amount stated in this Lease shall be deemed to be nothing more than partial payment on account. Under no circumstances shall Landlord’s acceptance of a partial payment constitute accord and satisfaction. Nor will Landlord’s acceptance of a partial payment forfeit Landlord’s right to collect the balance due on the account, together with applicable late charges and interest despite any endorsement, stipulation, or other statement on any check. - - - - Landlord may accept any partial payment check with any conditional endorsement without prejudice to its right to recover the balance remaining due, or to pursue any other remedy available under this Lease, law or equity. - - - - Landlord in its sole discretion may allocate without prejudice any payment in whole or in part to any due item of fixed rent, additional rent and/or any other charges or to any combination thereof. - - - - If Landlord commences any action or proceeding against Tenant, or if Landlord is required to defend any action or proceeding commenced by Tenant, in connection with this lease or the Premises, and Landlord shall be the prevailing party in any such action for proceeding, Landlord shall be entitled to recover from Tenant in such action or proceeding, or a subsequently commenced action or proceeding, Landlord's reasonable attorneys' fees, costs and disbursements and all applicable interest thereon at the statutory rate incurred in connection with such action or proceeding and any appeals, including but not limited to fees on fees incurred to collect said monies. - - - - Landlord’s failure during the Lease term to prepare and deliver any of the statements, notices, or bills for rent and/or additional rent or Landlord’s failure to make a demand, shall not in any way cause Landlord to forfeit or surrender its rights to collect any of the items of rent and/or additional rent that may have become due during the term of this Lease. Tenant’s liability for all such amounts due under this Lease shall survive the expiration of the Term. Nevertheless, any sums due under the Lease must be claimed within two years of when due or within one year from expiration of the Lease. - - - -40A. Term of Lease - - - - The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the ""Expiration Date"") (from the Commencement Date to the Expiration Date being the ""Initial Term"", as may be extended pursuant to and in accordance with Section 72 hereof. - - - -41. Escalations - - - - Tenant shall pay, during the term of this Lease, the additional rent provided for in this Article 41. As used herein, the following terms shall have the meanings set forth below: - - - - “Taxes” shall mean the total of all real estate taxes and assessments and special assessments imposed, payable and paid upon the Premises described as the land and building in which the Premises are located including, without limitation, vault taxes, rents or charges, imposed by any Governmental Authority, of which the demised Premises forms a part. If at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions of charges now levied, assessed or imposed on the real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax assessment levy upon the Building, Land Improvements or the Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable, or the part thereof so measured or based shall be deemed to be included within the term ""Taxes"" for the purposes hereof. - - - - ""Escalation Year"" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease. - - - - ""Base Year"" shall mean the twelve month period ending on June 30, 2022. - - - - ""Base Year Taxes"" shall mean the Taxes for the Base Year. - - - - The ""building"" shall mean the land and the building of which the demised Premises forms a part. ""Tenant's Share"" shall mean 35%. - - Tenant shall pay to Landlord, as additional rent, an amount equal to Tenant's Share of the amount by which Taxes for any Escalation Year during the term of this Lease exceed the Base Year Taxes. - - - - Landlord shall submit to Tenant a statement setting forth the computation of the amount of such excess Taxes and Tenant's Share of each thereof including copies of applicable tax bills. Tenant shall pay Tenant's Share of such excess amount of Taxes within ten days after the rendition of such statement which shall separately calculate Tenant’s Share, however, the payment of Tenant's Share shall not be due earlier than 10 days before the corresponding Taxes are due to the taxing authority. - - - - In no event shall the annual fixed rent under this Lease be reduced by virtue of this Article - - 41. The computations under this Article 41 are intended to constitute a formula for an agreed rental escalation and do not necessarily constitute an actual reimbursement to Landlord for costs or expenses paid by Landlord with respect to the building. - - - - - - Upon the da",Rent Schedule,Term and Payment Details -"(B) choose either Landlord's determination or Tenant's determination submitted to the Appraiser as the better estimate of Fair Market Minimum Annual Rent, being the determination which is closer to the Fair Market Minimum Annual Rent determined by the Appraiser using the definition set forth in this Article 72, within thirty (30) days after the date that the Appraiser is designated. The Appraiser's aforesaid choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with the procedure described herein, and fifty (50%) percent of any AAA fees and fees of the Appraiser. Either Landlord or Tenant shall have the right to submit to the Appraiser any material in support of its determination of Fair Market Minimum Annual Rent within ten (10) business days of the date of the selection of the Appraiser. After a determination has been made of the Fair Market Minimum Annual Rent, the parties shall execute and deliver a lease amendment memorializing the extension of the Term as described in this Article 72 and setting forth the Rent payable by Tenant during the Renewal Term, but the failure to so execute and deliver any such instrument shall not affect the determination of Fair Market Minimum Annual Rent (and, accordingly, the Rent payable during the Renewal Term). - - - - - - (iii) If Tenant timely disputes Landlord’s Determination and if the final determination of the Fair Market Minimum Annual Rent shall not be made on or before the first day of the subject Renewal Term then, pending such final determination, Tenant shall pay, as Rent for the subject Renewal Term, an amount equal to Landlord’s Determination. If, based upon the final determination of the Fair Market Minimum Annual Rent, the Rent payments made by Tenant for such portion of the subject Renewal Term were (i) less than they should have been, then Tenant shall pay to Landlord the amount of such deficiency within ten (10) business days after demand therefor, or (ii) greater than they should have been, then Landlord shall credit the amount of such excess against installments of Rent next coming due. - - - - Time shall be of the essence with respect to all obligations under this Article 72. - - - - 73. Quiet Enjoyment",Appraiser Selection,Appraiser Selection -"In the event that Tenant is not an individual, Tenant represents that the officer or officers, partner or partners, member or members or manager or managers executing this lease have the requisite authority to do so.",Authority of Signing Persons,Authority of Signing Persons -Hyperlipidemia: Currently not taking Zocor for elevated lipids. Previously not at goal of LDL < 100 as indicated in PMHx.,Hyperlipidemia Status,Hyperlipidemia Exam -"treating asthma Diltiazem 300 mg qhs – Ca channel blocker used to control hypertension Simvistatin (Zocor) 20 mg qhs- HMGCo Reductase inhibitor for hypercholesterolemia Ramipril (Altace) 10 mg BID – ACEI for hypertension and diabetes for renal protective - - effect",Asthma Treatment Medications,Exclusion Criteria -"“Taxes” shall mean the total of all real estate taxes and assessments and special assessments imposed, payable and paid upon the Premises described as the land and building in which the Premises are located including, without limitation, vault taxes, rents or charges, imposed by any Governmental Authority, of which the demised Premises forms a part. If at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions of charges now levied, assessed or imposed on the real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax assessment levy upon the Building, Land Improvements or the Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable, or the part thereof so measured or based shall be deemed to be included within the term ""Taxes"" for the purposes hereof.",Real Estate Taxes,Taxes -68. Air Conditioning Maintenance and Repair,Air Conditioning Maintenance,Air Conditioning Maintenance and Repair -"Any Other Covered Loss: - - in any one occurrence: - - $25,000",Other Covered Loss Limit,Other Covered Losses -"– aggregate in any one policy year, for all losses covered under the Causes of Loss – Broad Form Flood endorsement, commencing with the inception date of this policy: - - AGGREGATE LIMITS OF - - INSURANCE - - 01. Applies at the following Building(s) numbered: - - 07-13,18 - - $1,000,000 - - 02. Applies at the following Building(s) numbered: - - 02-06,14-15 - - $2,500,000 - - 03. Applies at the following Building(s) numbered: - - 16-17,19 - - $5,000,000 - - If more than one Annual Aggregate Limit applies in any one occurrence, the most we will pay is the highest involved Annual Aggregate Limit. The most we will pay during each annual period is the highest of the Annual Aggregate Limits shown. - - EXCESS OF LOSS LIMITATION APPLIES – See Causes of Loss – Broad Form Flood endorsement. - - Causes of Loss – Equipment Breakdown - - The insurance provided for loss or damage caused by or resulting from Equipment Breakdown is included in, and does not increase the Covered Property, Business Income, Extra Expense, and/or other coverage Limits of Insurance that otherwise apply under this Coverage Part.",Building Aggregate Limits for Flood Coverage,Flood Insurance Coverage -"• Monday-Friday 6AM-6PM PST - - - - • engineering@digitalmemex.com - - - - • (206) 684-8889",Contact Hours and Info,Forms and Endorsements -Increased Fire Damage Liability,Increased Fire Damage Liability,Increased Fire Damage Liability -"The submission of this Lease to Tenant shall not be construed to impose any right or obligations on either party or as an offer or option, and Tenant shall not have any rights hereunder unless and until Landlord shall execute the Lease and deliver a signed original to the Tenant. - - - - The terms “Landlord” and “Owner” shall have the same meaning when used in this Lease.",No Rights Until Signed,No Offer or Option -"Deluxe business income - additional coverages and coverage extensions - - The Limits of Insurance, Coverage Period and Coverage Radius shown in the left column are included in the coverage form and apply unless a revised Limit of Insurance, Coverage Period, Coverage Radius or Not Covered is shown under the column on the right. The Limits of Insurance apply in any one occurrence unless otherwise stated. - - LIMITS OF - - REVISED LIMITS - - INSURANCE, COVERAGE - - OF INSURANCE, - - PERIOD OR COVERAGE - - COVERAGE PERIOD OR - - RADIUS - - COVERAGE RADIUS - - Business Income from Dependent Property - - At Premises Within the Coverage Territory - - $100,000 - - At Premises Outside of the Coverage Territory - - $100,000 - - Civil Authority - - Coverage Period - - 30 days - - Coverage Radius - - 100 miles - - Claim Data Expense - - $25,000 - - Contract Penalties - - $25,000 - - Extended Business Income - - Coverage Period - - 180 days - - Fungus, Wet Rot or Dry Rot – Amended Period of Restoration - - Coverage Period - - 30 days - - Green Building Alternatives – Increased Period of Restoration - - Coverage Period - - 30 days - - Ingress or Egress - - $25,000 - - Coverage Radius - - 1 mile - - Newly Acquired Locations - - $500,000 - - Ordinance or Law - Increased Period of Restoration - - $250,000 - - Pollutant Cleanup and Removal – Annual Aggregate - - $25,000 - - Transit Business Income - - $25,000 - - Undescribed Premises - - $25,000 - - Causes of Loss – Earthquake – aggregate in any one policy year, for all losses covered under the Causes of Loss – Earthquake endorsement, commencing with the inception date of this policy: - - AGGREGATE LIMITS OF - - INSURANCE - - 01. Applies at the following Building(s) numbered: - - 02-19 - - $5,000,000 - - If more than one Annual Aggregate Limit applies in any one occurrence, the most we will pay is the highest involved Annual Aggregate Limit. The most we will pay during each annual period is the highest of the Annual Aggregate Limits shown.",Business Income Coverage,Insurance Coverage Details -"Carrier shall be an independent contractor with respect to all work performed under this Agreement. Neither Carrier nor anyone used or employed by Carrier shall be deemed for any purpose to be the employee, agent, servant, or representative of Shipper in the performance of such work, or in any matters arising out of Carrier’s obligations under this Agreement. Shipper shall have no right of supervision, direction or control over Carrier, its employees, or agents. As an independent contractor, Carrier assumes full responsibility for the payment - - of federal, state and local taxes or contributions or taxes for unemployment insurance, pensions, worker’s compensation, and related matters with respect to Carrier’s employees engaged in the performance of its services.",Independent Contractor Status,Tax Payments -"PREM - - BUILDING - - DESCRIPTION OF COVERAGE OR PROPERTY - - LIMITS OF INSURANCE - - 3 - - 3 - - Buildings - - $10,605,715 - - 3 - - 4 - - Buildings - - $1,500,000 - - 4 - - 5 - - Your Business Personal Property - - $25,000 - - 9 - - 14 - - Your Business Personal Property - - $100,000 - - 10 - - 16 - - Your Business Personal Property - - $25,000 - - 12 - - 18 - - Your Business Personal Property - - $25,000",Property Coverage Limits,Building Coverage Details -"The submission of this Lease to Tenant shall not be construed to impose any right or obligations on either party or as an offer or option, and Tenant shall not have any rights hereunder unless and until Landlord shall execute the Lease and deliver a signed original to the Tenant.",No Rights or Obligations,No Offer or Option -"(1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; - - (2) where no consideration is or will be given for the transfer; - - (3) where the transfer is by operation of law; - - (4) as specified in Section 276(7) of the SFA; or - - (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.",Exempt Transfers,Transfer Restrictions -"(1) was in the possession of the Receiving Party before such Information was imparted or disclosed by the Disclosing Party; - - (2) is independently developed by any representative, agent or employee of the Receiving Party without access to or use or knowledge of the Information;",Exceptions to Confidentiality,Independently Developed Information -"Policy Number - - Y-630-001 - - Effective - - 05/29/2021 – 05/29/2022 - - Insuring Company - - THE INSURANCEA INDEMNITY COMPANY - - Automobile - - Policy Number - - BA-001 - - Effective - - 05/29/2021 – 05/29/2022 - - Insuring Company - - THE INSURANCEA INDEMNITY COMPANY OF AMERICA - - Umbrella - - Policy Number - - CUP-001 - - Policy Term - - 05/29/2021 – 05/29/2022 - - Insuring Company - - INSURANCEA PROPERTY CASUALTY COMPANY OF AMERICA - - Locations schedule",Insurance Policy Details,Locations Schedule -"11. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding its body of law controlling conflict of laws. This Agreement is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, and any attempted assignment without such consent will be void. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.",Governing Law & Assignment,Governing Law and Miscellaneous -"70. Additional Rent – Building Maintenance - - - - If, at any time during the term of this lease, Landlord expends any sum for alterations or improvements to the Building which directly and materially affect the Premsies and are required to be made pursuant to any law, ordinance, or governmental regulation, or any portion of such law, ordinance or governmental regulation, Tenant shall pay to Landlord, as additional rent, the “Tenant’s Share” (as defined in Article 41 of this Lease) of such sum so expended by Landlord, within ten (10) days after demand therefore. If, however, the cost of such alterations or improvements is one which is required to be amortized over a period of time pursuant to applicable governmental regulations, Tenant shall pay to Landlord, as additional rent, during each year in which occurs any part of this Lease term, Tenant’s Share of the reasonable annual amortization of the cost of the alterations or improvements made. For the purposes of this Article, the cost of any alterations or improvements made shall be deemed to include but not be limited to the cost of preparing any necessary plans, permit applications, architects and/or engineer’s fees and expenses, and the fees for filing such plans. (b) The terms and conditions set forth above in this Article shall be in addition to, and not in limitation of, Tenant’s obligations set forth elsewhere in this Lease; and notwithstanding the terms and conditions set forth above in this Article, Tenant shall be obligated to comply with all of the terms and conditions set forth set forth elsewhere in this Lease.",Building Maintenance Costs,Building Maintenance -"(h) sale or rental of pornographic literature (such as an ""Adult Book Store"");",Literature Restriction,License Restrictions -AMEND-NON CUMULATION OF EACH OCC,Non-Cumulation Amendment,Amendment Non-Cumulative -"Theft, Disappearance and Destruction: Inside Premises",Theft and Destruction,"Theft, Disappearance and Destruction" -"Use the plumbing facilities for any purpose other than that for which they were constructed, or dispose of any garbage or other foreign substance therein, whether through the utilization of so-called “disposal” or similar units, or otherwise;",Use of Facilities,Use of Premises -"PREMISES LOCATION NO. - - BUILDING NO. - - LIMITS OF INSURANCE - - 2-13 - - 2-19 - - $9,038,112",Property Insurance Limits,Building and Premises Coverage Limits -"If more than one Annual Aggregate Limit applies in any one occurrence, the most we will pay is the highest involved Annual Aggregate Limit. The most we will pay during each annual period is the highest of the Annual Aggregate Limits shown.",Maximum Annual Payment Limit,Maximum Annual Payment Limit -"effects provided in subparagraph (1) of Article 17 or (ii) by notice to Tenant, increase the amount of security deposit required under the Lease so that Tenant shall provide three (3) additional month’s rent at the then current rate.",Security Deposit Increase,Security Deposit -"No abatement, diminution or reduction of Rent shall be claimed by or allowed to Tenant for any inconvenience, interruption, cessation, or loss of business caused directly or indirectly by a Requirement. Tenant shall reimburse Landlord on demand as Additional Rent hereunder for the increase in all insurance premiums hereafter payable and which shall be charged because of the violation by Tenant of any Requirement.",No Abatement of Rent,No abatement of Rent -"Dates of Performance. Company will begin performing services upon receipt of signed Agreement and Deposit. Unless terminated as provided in this Agreement, Company will complete Services by the Completion Date. Deliverable shall be furnished to Client within 72 hours of final payment for the Services.",Performance Dates,Performance Dates -"IN WITNESS WHEREOF, the parties hereto have executed this Mutual Non-Disclosure Agreement by their duly authorized officers or representatives as of the date first set forth above. - -DOCUGAMI INC.: - -Caleb Divine: - -Signature: - - - -Signature: - - - -Name: - -Jean Paoli - -Name: - - - -Title: - -CEO - -Title:",Executed Agreement,Execution Date -"Nothing contained in this clause shall be construed to mean that the Landlord has given permission for Tenant or anyone else who occupies the Premises to remain on the Premises as a monthly Tenant, or as a Tenant from month to month and the Landlord may proceed to evict the Tenant as a ""Holdover."" Neither the billing nor the collection of use and occupancy in the above amount shall be deemed a waiver of any right of the Landlord to collect damages for Tenant's failure to vacate the Premises after the expiration or sooner termination of this Lease. If Tenant holds over in possession after the expiration or sooner termination of the term of this Lease, such holding over shall not be deemed to extend the term or renew the Lease, but such holding over thereafter shall continue upon the covenants and conditions herein set forth in the Lease. The aforesaid obligations shall survive the expiration or sooner termination of the term of this Lease.",Term and Expiration,Term and Expiration -"Exhibit A - - Products - - Xing Xing’s LeverCross™ catheter anchoring device listed below. This Product will be provided by Supplier non-sterile and without a hydrophilic coating applied to the catheter’s shaft. - - XX35W04040080 - - V35W04040080V0 - - 4 - - 40 - - 80 - - 40.70 - - XX35W04040135 - - V35W04040135V01 - - 4 - - 40 - - 135 - - 40.72 - - XX35W04080080 - - V35W04080080V01 - - 4 - - 80 - - 80 - - 40.93 - - XX35W04080135 - - V35W04080135V01 - - 4 - - 40 - - 135 - - 40.78 - - XX35W04120080 - - V35W04120080V01 - - 4 - - 120 - - 80 - - 40.97 - - XX35W04120135 - - V35W04120135V01 - - 4 - - 120 - - 135 - - 40.83 - - XX35W05040080 - - V35W05040080V01 - - 5 - - 40 - - 80 - - 42.25 - - XX35W05040135 - - V35W05040135V01 - - 5 - - 40 - - 135 - - 42.20 - - XX35W05080080 - - V35W05080080V01 - - 5 - - 80 - - 80 - - 42.29 - - XX35W05080135 - - V35W05080135V01 - - 5 - - 80 - - 135 - - 42.25 - - XX35W05120080 - - V35W05120080V01 - - 5 - - 120 - - 80 - - 42.35",Product List,Products -NOTICE INDEPENDENT AGENT AND BROKER COMP,Independent Agent Broker Notice,Endorsement Options -"Tenant shall, as its sole responsibility, and at Tenant's sole cost and expense, make application for, diligently seek the issuance of, and promptly procure and thereafter maintain, any necessary licenses and permits required in respect of the operation and use of the Premises and Tenant's use thereof and Tenant shall cause all such licenses and permits to remain in full force and effect throughout the term of this Lease or until no longer required and submit same for inspection by Landlord, and at all times comply with the terms and conditions of each such license or permit. Landlord shall cooperate with Tenant’s applications for such licenses or permits.",Obtain and Maintain Licenses,License and Permit Requirements -"The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the ""Expiration Date"") (from the Commencement Date to the Expiration Date being the ""Initial Term"", as may be extended pursuant to and in accordance with Section 72 hereof.",Term of Agreement,Term of Agreement -"The provisions of this rider are hereby incorporated into and made a part of the Lease dated as of October 15, 2021 between BIRCH STREET, LLC, having an address at c/o Birch Palace, 6 Grace Avenue Suite 200, Great Neck, New York 11021 (""Landlord""), and Trutone Lane LLC, having an address at 4 Pearl Street, New York, New York 10012 (""Tenant"") of Premises known as the ground floor space and lower level space, as per floor plan annexed hereto and made a part hereof as Exhibit A (“Premises”) at 4 Pearl Street, New York, New York 10012 in the City of New York, Borough of Manhattan, to which this rider is annexed. If there is any conflict between the provisions of this rider and the remainder of this Lease, the provisions of this rider shall govern.",Lease Rider,Transfer Restrictions -At Premises Within the Coverage Territory,Coverage Territory,Building Coverage Details -TOTAL AGGR LIMIT & DESIG LOC AGGR LIMIT,Total Aggregate Limits,Total Aggregate Limits -Lesser of Your Business Personal Property limit or:,Maximum Property Limit,Limited Liability Coverage -"If not already existing, Tenant shall install a backflow prevention device that is approved by the City Department of Environmental Protection (DEP) to prevent contaminated water or chemicals from flowing back into the public drinking supply, and in connection with such installation, Tenant shall comply with all provisions set forth elsewhere in this Lease. Tenant shall pay to Landlord as additional rent annually during the term of this Lease Tenant’s Share of Landlord’s costs and expenses for maintenance, inspection, certifications, testing and to comply with all other requirements of DEP with regard the backflow prevention device servicing its Premises. Such additional rent shall be paid within twenty (20) days after demand thereof by the Landlord and shall be collectible as additional rent. Bills for same submitted by Landlord shall be conclusive evidence of the amount of such costs and expenses and shall be used for the calculation of the amounts to be paid by the Tenant.",Backflow Prevention Device,Backflow Prevention Device -"To the extent that Carrier performs services pursuant to this Agreement within, or to or from Canada, Carrier holds a valid license or certificate to operate an Extra-Provincial truck undertaking, and to engage in the Intra-Provincial truck transportation of goods or valid overweight permits pursuant to any applicable - - laws if necessary or as issued under the Motor Vehicle Transport Act, 1987 or any Highway Traffic Act or - - equivalent as applicable to the jurisdiction of the trip/route.",Canadian Licensing Requirements,License and Certification -CAP ON LOSSES FROM CERT ACTS OF TERRORIS,Cap on Losses,Cert Act Losses -"ASSIGNMENT OR SUBLETTING. - - 6.1 General; Definition of Transfer. Neither Tenant nor Tenant's legal representatives or successors in interest by operation of law or otherwise shall transfer this Lease except as provided in this article. For purposes of this article, a ""transfer"" shall mean any of the following: (a) an assignment of this Lease; (b) a collateral assignment, mortgage, or other encumbrance involving this Lease; (c) a sublease, license agreement, or other agreement permitting all or any portion of the Premises to be used by others; (d) a reduction of Tenant's assets to the point that this Lease is substantially Tenant's only asset; (e) a change or conversion in the form of entity of Tenant or any transferee or any entity controlling any of them which has the effect of limiting the liability of any of the partners, members, or other owners of the entity; (f) the agreement by a third party to assume, take over, or reimburse Tenant for any of Tenant's obligations under this Lease in order to induce Tenant to lease space from the third party; or (g) any transfer of direct or indirect control of Tenant, which shall be defined as any issuance or transfer of stock in any corporate tenant or subtenant or any interest in any non- corporation entity tenant or subtenant, by sale, exchange, merger, consolidation, operation of law, or otherwise, or creation of new stock or interests, by which an aggregate of 50% or more of Tenant's stock or equity interests shall be vested in one or more parties who are not stockholders or interest holders as of the Date of this Lease, or any transfer of the power to direct the operations of any entity (by equity ownership, contract, or otherwise), to one or more parties who are not stockholders or interest holders as of the Date of this Lease, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions. This section shall not apply to sales of stock by persons other than those deemed ""insiders"" within the meaning of the Securities Exchange Act of 1934 as amended, which sales are effected through any recognized securities exchange. Any modification or amendment to any sublease of any portion of the Premises shall be deemed a further sublease of this Lease. As used in this article, the term ""transferee"" shall include any assignee or subtenant of Tenant or any other party involved in any of the other transactions or events constituting a transfer. Consent by Landlord to a transfer shall not relieve Tenant from the obligation to obtain Landlord's written consent to any further transfer. Any transfer by Tenant in violation of this article shall be void and shall constitute a default under this Lease. - - 6.2 Request for Consent. If Tenant requests Landlord's consent to a transfer, it shall submit in writing to Landlord, not later than 30 days before any anticipated transfer, (a) the name and address of the proposed transferee, (b) a duly executed counterpart of the proposed transfer agreement, (c) reasonably satisfactory information as to the nature and character of the business of the proposed transferee, as to the nature and character of its proposed use of the space, and otherwise responsive to the criteria set forth in the Reasonable Consent section of this article, and (d) banking, financial, or other credit information relating to the proposed transferee reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed transferee, including balance sheets and profit and loss statements for the transferee covering the three years before the transfer, certified by the transferee, and a list of personal, banking, business, and credit references for the transferee. - - 6.3 Recapture. Landlord shall have the following options to be exercised within 15 Business Days from submission of Tenant's request for Landlord's consent to a specific transfer: (i) If Tenant proposes to assign this Lease or sublet all or substantially all of the Premises, Landlord shall have the option to cancel and terminate this Lease as of the proposed commencement date for the transfer, and (ii) If Tenant proposes to sublet less than all or substantially all of the Premises or if a proposed sublease shall be for less than the balance of the Lease Term, Landlord shall have the option of canceling and terminating this Lease only as to the applicable portion of the Premises and the applicable portion of the Lease Term covered by the proposed sublease, effective as of the proposed commencement date of the sublease. If Landlord exercises this option, all Rent for the Premises shall be equitably apportioned as of the commencement date of the sublease and Landlord, at Tenant's expense, shall perform all work and make all alterations as may be required to physically separate the applicable portion of the Premises from the remainder of the Premises and to permit lawful occupancy of the separated portion. - - 6.4 Reasonable Consent. If Landlord does not elect either of the options provided in the Recapture section of this article, Landlord shall not unreasonably withhold or delay its consent to a proposed transfer. It shall be deemed reasonable for Landlord to withhold consent to any proposed transfer if any of the following conditions have not been established to Landlord's satisfaction: - - 6.4.1 The proposed transferee has sufficient financial wherewithal to discharge its obligations under this Lease as determined by Landlord's criteria for selecting Project tenants and has a tangible net worth, experience, and reputation that is not less than the tangible net worth, experience, and reputation of Tenant on the Date of this Lease or the date of the transfer, whichever is greater. ""Tangible net worth"" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. - - 6.4.2 The use, nature, business, activities, or reputation in the business community of the proposed transferee will not cause physical harm to the Project or harm to the reputation of the Project that would result in an impairment of Landlord's ability to lease space in the Project or a diminution in the rental value of space in the Project. - - 6.4.3 The proposed use of the Premises by the proposed transferee will be the Permitted Use and not prohibited by the Rules and Regulations, and will not violate any restrictive covenants or exclusive use provisions applicable to Landlord, cause a violation of another lease for space in the Project, or give an occupant of the Project a right to cancel its lease. - - 6.4.4 The proposed transferee shall not be any person or entity who shall at that time be a tenant, subtenant, or other occupant of any part of the Project, or an affiliate of any of them, or who dealt with Landlord or Landlord's agent (directly or through a broker) as to space in the Project during the six months immediately preceding Tenant's request for Landlord's consent. - - 6.4.5 The proposed use of the Premises by the proposed transferee will not require alterations or additions to the Premises or the Project to comply with applicable law or governmental requirements and will not negatively affect insurance requirements or involve the introduction of materials to the Premises that are not in compliance with applicable environmental laws. - - 6.4.6 Any mortgagee of the Project will consent to the proposed transfer if such consent is required under the relevant loan documents. - - 6.4.7 The proposed use of the Premises will not materially increase the operating costs for the Project or the burden on Project services, or generate excessive foot traffic, elevator usage, Parking Area usage, or security concerns in the Project, or compromise or reduce the comfort or safety, or both, of Landlord and the other occupants of the Project. - - 6.4.8 The proposed transferee shall not be, and shall not be affiliated with, anyone with whom Landlord or any of its affiliates or mortgagees has been involved with in litigation or who has defaulted under any agreement with Landlord or any of its affiliates. - - 6.4.9 There shall be no default by Tenant, beyond any applicable grace period, under any of the terms, covenants, and conditions of this Lease at the time that Landlord's consent to a transfer is requested and on the date of the commencement of the term of the proposed transfer. - - 6.4.10 If the resulting tenant entity does not have equal or greater tangible net worth and creditworthiness as Tenant as of the Date of this Lease or the date of transfer, whichever is greater, Landlord, at its option, may approve the transfer subject to an increase in the Security Deposit, or receipt of new personal guarantees acceptable to Landlord, or both. - - 6.4.11 Any Guarantor will consent to the transfer and to execute a written agreement reaffirming the",Transfer Restrictions,Assignment or Subleasing -Pollutant Cleanup and Removal – Annual Aggregate,Pollutant Cleanup and Removal,Pollutant Cleanup and Removal -"Business Income: - - As respects Business Income Coverage, for which no other deductible is stated above or in the coverage description, a 72 hour deductible applies.",Business Income Deductible,Business Income Coverage -"Tenant shall not suffer, allow or permit any vibration, noise, or other undesirable effects to emanate from the Premises, or any equipment or other installation, including but not limited to any ventilation fan, motor and related equipment located on the roof of the Building or elsewhere, that services the Premises, if any, or otherwise suffer, allow, or permit the same to constitute a nuisance or otherwise interfere with the safety, comfort or convenience of the Landlord or any other occupant of the Building. All installations which Tenant may make at or in respect of the Premises shall be placed and maintained by Tenant in settings and in such other manner as shall be reasonably sufficient to prevent vibration and to minimize noise, odors or annoyance of any kind. Tenant shall submit to Landlord for Landlord's prior written approval complete mechanical plans showing the location and installation details of all mechanical equipment, provided that any approval by Landlord shall not be construed to mean that Landlord agrees that such mechanical or other equipment complies with or will function in a manner which will cause Tenant to be in compliance with any of the terms and conditions of this Lease.",No Nuisance,No Nuisance -"Tenant Parties. Tenant and Tenant's directors, officers, partners, members, shareholders, managers, employees, agents, contractors, guests, and invitees.",Tenant Parties,Tenant Parties -(k) drug abuse treatment center;,Drug Abuse Treatment Center Endorsement,Drug Abuse Treatment Center Endorsement -"For purposes of this Agreement, “Confidential Information” means any information or materials disclosed by one party to the other party that: (i) if disclosed in writing or in the form of tangible materials, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary.",Definition of Confidential Information,Confidentiality of Information -"means the programmer's manuals, the technical manuals and the user manuals and other similar documentation;",Documentation,Manuals Definition -"Landlord may accept any partial payment check with any conditional endorsement without prejudice to its right to recover the balance remaining due, or to pursue any other remedy available under this Lease, law or equity.",Partial Payment Acceptance,Unconditional Payment -"LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Accounts Receivable: - - At all described premises - - $50,000 - - In transit or at all undescribed premises - - $25,000 - - Appurtenant Buildings and Structures - - $100,000 - - Claim Data Expense - - $25,000 - - Covered Leasehold Interest – Undamaged Improvements & Betterments - - Lesser of Your Business Personal Property limit or: - - $100,000 - - Debris Removal (additional amount) - - $250,000 - - Deferred Payments - - $25,000 - - Duplicate Electronic Data Processing Data and Media - - $50,000 - - Electronic Data Processing Data and Media - - At all described premises - - $50,000 - - Employee Tools - - In any one occurrence - - $25,000 - - Any one item - - $2,500 - - Expediting Expenses - - $25,000 - - Extra Expense - - $25,000 - - Fine Arts - - At all described premises - - $50,000 - - In transit - - $25,000 - - Fire Department Service Charge - - Included* - - Fire Protective Equipment Discharge - - Included* - - Green Building Alternatives – Increased Cost - - Percentage 1% - - Maximum amount – each building - - $100,000 - - Green Building Reengineering and Recertification Expense - - $25,000 - - Limited Coverage for Fungus, Wet Rot or - - Dry Rot – Annual Aggregate - - $25,000 - - Loss of Master Key - - $25,000 - - Newly Constructed or Acquired Property: - - Buildings - each - - $2,000,000 - - Personal Property at each premises - - $1,000,000 - - • means included in applicable Covered Property Limit of Insurance - - Deluxe property coverage form - additional coverages & coverage extensions - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Non-Owned Detached Trailers - - $25,000 - - Ordinance or Law Coverage - - $250,000 - - $1,000,000 - - Outdoor Property - - $25,000 - - Any one tree, shrub or plant - - $2,500 - - Outside Signs - - At all described premises - - $100,000 - - At all undescribed premises - - $5,000 - - Personal Effects - - $25,000 - - Personal Property At Premises Outside of the Coverage Territory - - $50,000 - - Personal Property In Transit Outside of the Coverage Territory - - $25,000 - - Pollutant Cleanup and Removal – Annual Aggregate - - $100,000 - - Preservation of Property - - Expenses to move and temporarily store property - - $250,000 - - Direct loss or damage to moved property - - Included* - - Reward Coverage - - 25% of covered loss up to a maximum of: - - $25,000 - - Stored Water - - $25,000 - - Theft Damage to Rented Property - - Included* - - Undamaged Parts of Stock in Process - - $50,000 - - Valuable Papers and Records – Cost of Research - - At all described premises - - $50,000 - - In transit or at all undescribed premises - - $25,000 - - Water or Other Substance Loss – Tear Out and Replacement Expense - - Included* - - • means included in applicable Covered Property Limit of Insurance",Property Insurance Limits,Insurance Limits and Payments -"The Limits of Insurance shown in the left column are included in the coverage form and apply unless a Revised Limit of Insurance or Not Covered is shown in the Revised Limits of Insurance column on the right. The Limits of Insurance apply in any one occurrence unless otherwise stated. - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Accounts Receivable: - - At all described premises - - $50,000 - - In transit or at all undescribed premises - - $25,000 - - Appurtenant Buildings and Structures - - $100,000 - - Claim Data Expense - - $25,000 - - Covered Leasehold Interest – Undamaged Improvements & Betterments - - Lesser of Your Business Personal Property limit or: - - $100,000 - - Debris Removal (additional amount) - - $250,000 - - Deferred Payments - - $25,000 - - Duplicate Electronic Data Processing Data and Media - - $50,000 - - Electronic Data Processing Data and Media - - At all described premises - - $50,000 - - Employee Tools - - In any one occurrence - - $25,000 - - Any one item - - $2,500 - - Expediting Expenses - - $25,000 - - Extra Expense - - $25,000 - - Fine Arts - - At all described premises - - $50,000 - - In transit - - $25,000 - - Fire Department Service Charge - - Included* - - Fire Protective Equipment Discharge - - Included* - - Green Building Alternatives – Increased Cost - - Percentage 1% - - Maximum amount – each building - - $100,000 - - Green Building Reengineering and Recertification Expense - - $25,000 - - Limited Coverage for Fungus, Wet Rot or - - Dry Rot – Annual Aggregate - - $25,000 - - Loss of Master Key - - $25,000 - - Newly Constructed or Acquired Property: - - Buildings - each - - $2,000,000 - - Personal Property at each premises - - $1,000,000 - - • means included in applicable Covered Property Limit of Insurance - - Deluxe property coverage form - additional coverages & coverage extensions - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Non-Owned Detached Trailers - - $25,000 - - Ordinance or Law Coverage - - $250,000 - - $1,000,000 - - Outdoor Property - - $25,000 - - Any one tree, shrub or plant - - $2,500 - - Outside Signs - - At all described premises - - $100,000 - - At all undescribed premises - - $5,000 - - Personal Effects - - $25,000 - - Personal Property At Premises Outside of the Coverage Territory - - $50,000 - - Personal Property In Transit Outside of the Coverage Territory - - $25,000 - - Pollutant Cleanup and Removal – Annual Aggregate - - $100,000 - - Preservation of Property - - Expenses to move and temporarily store property - - $250,000 - - Direct loss or damage to moved property - - Included* - - Reward Coverage - - 25% of covered loss up to a maximum of: - - $25,000 - - Stored Water - - $25,000 - - Theft Damage to Rented Property - - Included* - - Undamaged Parts of Stock in Process - - $50,000 - - Valuable Papers and Records – Cost of Research - - At all described premises - - $50,000 - - In transit or at all undescribed premises - - $25,000 - - Water or Other Substance Loss – Tear Out and Replacement Expense - - Included* - - • means included in applicable Covered Property Limit of Insurance",Insurance Coverage Limits,Insurance Coverage Details -"Entire Agreement. This Agreement, together with the Purchase Agreement, the other Ancillary Agreements and the Confidentiality Agreement, contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof. In the event of any inconsistency between this Agreement and the Purchase Agreement, the terms of the Purchase Agreement shall control. The Exhibits set forth below are incorporated by reference into and shall form part of this Agreement. No other terms and conditions in any document, acceptance, or acknowledgment shall be effective or binding unless expressly agreed to In writing.",Entire Agreement,Entire Agreement -"Tenant covenants that Tenant shall use and occupy the Premises solely as a first class high quality café, coffee shop, and restaurant with full table service for all day breakfast, lunch and dinner and other uses incidental thereto, including the sale of liquor with the required license, and for no other purpose unless approved in writing by Landlord at all times. Tenant shall not have the right to operate its business in the Premises except between the hours of 7:00 A.M. through 2:00 A.M.",Use of Premises Timings,No Use of Premises -"PREMISES - - BUILDINGS - - LOCATION NO. - - No. - - 2-13 - - 2-19",Building and Location Numbers,Building and Premises -Glipizide 5 mg BID (diabetes) – sulfonylurea for treatment of diabetes Omecprazole (Prilosec) 20 mg daily (reflux) – PPI for treatment of ulcers Gabapentin (Neurontin) 100 mg qhs – modulates release of neurotransmitters to treat,Prescribed Medications,Treatment Modalities -"(i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving party; - - - -(ii) were rightfully known by the receiving party prior to receiving such information or materials from the disclosing party; - - - -(iii) are rightfully acquired by the receiving party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the disclosing party;",Publicly Known Information,Confidentiality of Arbitration -"United States - RCRA Toxic hazardous waste ""U"" List: Not listed",Hazardous Waste Listing,US RCRA Toxic hazardous waste Regulations -"69. Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws.",Compliance with Laws,"Compliance with Anti-Terrorism, Emb" -"Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.",Intellectual Property Compliance,Legal Compliance -"(Signature Page to Follow) - - - - - - - - - - - - BIRCH STREET, LLC - - Landlord - - - - - - By: - - - - - - Trutone Lane LLC - - Tenant - - - - - - By: - - - - - - ACKNOWLEDGMENTS",Signature Page Acknowledgment,Acknowledgment -"Activity - - Patients will be encouraged to maintain their regular exercise and insulin regimen adaptation related to exercise during the outpatient period; however, they should not undertake vigorous or prolonged exercise at least 24 hours before each dosing day at the CRU. Movement will be restricted to retain the integrity of connections to infusion(s) and the study procedures.",Exercise Restrictions,Activity Restrictions -"The insurance provided for loss or damage caused by or resulting from Equipment Breakdown is included in, and does not increase the Covered Property, Business Income, Extra Expense, and/or other coverage Limits of Insurance that otherwise apply under this Coverage Part.",Equipment Breakdown Coverage,Equipment Breakdown Coverage -"Spoilage - - $25,000 - - LIMITATIONS: - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Ammonia Contamination - - $25,000 - - Hazardous Substance - - $25,000",Spoilage and Contamination Insurance,Casualty Damage and Restoration -that Tenant shall notify Landlord in writing that Tenant intends to exercise such option no later than the date that is twelve (12) months prior to the Expiration Date; and,Exercise Option Notice,Exclusive Use and No Solicitation -"Fixed Price: $374,000 - - Start Date: 03/15/2021 - - End Date: 07/01/2021",Fixed Price,Fixed Price -"61. Miscellaneous - - - - The failure of Landlord to insist upon a strict performance of any term, covenant or condition herein shall not be deemed a waiver of any rights or remedies that Landlord may have or a waiver of any subsequent breach or default. - - - - If any provision of this Lease shall be unenforceable or invalid, such unenforceability or invalidity shall not affect any other provision of this Lease. - - - - The submission of this Lease to Tenant shall not be construed to impose any right or obligations on either party or as an offer or option, and Tenant shall not have any rights hereunder unless and until Landlord shall execute the Lease and deliver a signed original to the Tenant. - - - - The terms “Landlord” and “Owner” shall have the same meaning when used in this Lease. - - - - Notwithstanding anything to the contrary contained in any portion of this Lease, Landlord shall have no obligation to Tenant to supply any service or perform any act. Landlord shall not supply heat and shall not supply air conditioning to the Premises. - - - - Tenant shall not record this Lease or any Memorandum thereof. A breach of this provision shall be a breach of a substantial obligation of this Lease which, at Landlord’s option, shall be a default of this Lease. - - - - All of the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant in the Premises and all persons claiming by, through or under Tenant which, during the continuance of this Agreement or any occupancy of the Premises by Tenant shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be injured, destroyed, or damaged by fire, water or otherwise, or by the leakage or bursting of water pipes, steam pipes, or other pipes, or by theft or from any other cause, no part of said loss or damage is to be charged to or borne by Landlord, except for intentional acts or negligence of Landlord. - - - - All, HVAC, and lighting fixtures installed by Tenant in the Premises shall be deemed - - fixtures. - - - - Tenant shall, at its sole cost and expense, maintain and promptly make all repairs and replacements, structural or otherwise, ordinary and extraordinary, to all of the furnishings, fixtures, kitchen equipment, all other equipment, effects and property of every kind, nature and description located in the premises. - - - - Tenant acknowledges that Landlord shall have no obligation to provide any security services for the Premises or the Building. Tenant acknowledges that it has been advised that the Building is designated a Landmark and is subject to review of the Landmarks Preservation Commission. - - - - Tenant shall not use any elevator of the building for any purpose whatsoever. - - - - Landlord shall be entitled, without any reduction in Tenant's rent, to erect any bridge scaffolding in front of the Premises in connection with alterations or repairs to the building of which the Premises forms a part, or the sidewalk serving the Premises; provided, however, that Landlord shall give Tenant thirty (30) days notice before Landlord erects any such bridge scaffolding and proceed with reasonable diligence to prosecute to completion of the alteration or repairs necessitating such bridge scaffolding. Landlord represents that as of the effective date there is (a) no intention to erect bridge scaffolding and (b) is without actual knowledge of any condition or circumstance which may require the erection of bridge scaffolding - - - - This lease shall not be recorded. No memorandum of this lease shall be recorded without the express written consent of Landlord. - - - - The invalidity or unenforceability of any provision of this lease shall in no way affect the validity or enforceability of any of the other provisions contained in this lease. Landlord and Tenant understand, agree and acknowledge that this lease has been freely negotiated by both parties and that, in the event of any controversy, dispute, or contest over the meaning, interpretation, validity or enforceability of this lease or any of its terms and conditions, there shall be no inference, presumption or conclusion drawn whatsoever against either party by virtue of that party having drafted this lease or any portion hereof. - - - - There are no oral agreements between the parties hereto affecting this lease and this lease supersedes and cancels any and all previous representations, negotiations, arrangements and understandings, if any, between the parties hereto with respect to the subject matter hereof, and shall not be used to interpret or construe this lease. - - - - Wherever in this lease there is any conflict between the provisions of this lease other than the Rider and the Rider provisions of this lease (i.e. beginning at Article 40), the Rider provisions shall be deemed to supersede and be controlling. - - - - This lease may not be changed, modified or discharged, in whole or in part, orally, and no executory agreement shall be effective to change, modify or discharge, in whole or in part, this lease or any obligations under this lease, unless such agreement is set forth in a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought. In addition, Tenant shall reimburse Landlord on demand for any and all reasonable attorney’s fees incurred by Landlord in connection with the preparation, review, negotiation and/or consummation of any amendment, modification, instrument, agreement or other understanding made at the request of, or as an accommodation to, Tenant with respect to this lease. In addition, Landlord shall reimburse Tenant on demand for any and all reasonable attorney’s fees incurred by Tenant in connection with the preparation, review, negotiation and/or consummation of any amendment, modification, instrument, agreement or other understanding made at the request of, or as an accommodation to, Landlord with respect to this lease. - - - - The mailing or delivery of a lease by the Landlord to a possible Tenant, its agent or attorney, shall not be deemed an offer nor shall any obligation or liability be created on the part of Landlord until such time as a lease, duly executed by the Landlord, is delivered to such possible Tenant, its agent or attorney. - - - -Tenant shall give notice to Landlord, promptly after Tenant learns thereof, of (i) any accident in or about the Demised Premises resulting in material injury to person or property, (ii) all fires and other casualties within the Demised Premises, (iii) all material damages to or defects in the Demised Premises, including the fixtures, equipment and appurtenances thereof for the repair of which Landlord might be responsible, and (iv) all damage to or defects in any parts or appurtenances of the Building’s sanitary, electrical, heating, ventilating, air conditioning, elevator and other systems located in or passing through the Demised Premises or any part thereof. - - - - In the event that Tenant is not an individual, Tenant represents that the officer or officers, partner or partners, member or members or manager or managers executing this lease have the requisite authority to do so. - - - - Tenant hereby acknowledges that Landlord makes no representations as to the compatibility of the Building systems with Tenant’s equipment. - - - - Tenant shall indemnify, hold harmless and defend Landlord, its affiliates, managing agents, subsidiaries, directors, officers, employees and agents from and against any and all liabilities, claims, demands, damages, costs, expenses (including reasonable attorneys’ fees), suits, judgments whether actual or alleged, including such for bodily injury or wrongful death to any person (including tenant employees and invitees) and property damage to any property (subject to the waiver of subrogation provisions of this lease), (i) occurring in the Demised Premises; (ii) arising from the acts or omissions of the Tenant, its subtenants, its employees, invitees, contractors or agents to the extent constituting negligence; (iii) arising from any breach of this lease or misconduct by any of the foregoing. Upon notification by the Landlord of an indemnifiable event, Tenant at its own expense shall arrange for Landlord’s defense (at Landlord’s option) and confirm indemnification; or (iv) arising from any failure of Tenant to comply in all respects with any Requirements or the ADA. These indemnification provisions are to continue after lease expiration and are not limited by the amount of available insurance in place. - - - - This lease shall be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws) of the State of New York. In respect of any dispute between the parties regarding the subject matter hereof, the parties hereby irrevocably consent and submit to in personam jurisdiction in the courts of New York, located in the county in which the Building is located, including the United States courts located in said county, and to all proceedings in such courts. The parties hereby agree that such courts shall be the venue and exclusive and proper forum in which to adjudicate any case or controversy arising either, directly or indirectly, under or in connection with this lease and that they will not contest or challenge the jurisdiction or venue of these courts. - - - - Notwithstanding anything contained to the contrary in this lease, (i) Tenant hereby waives any right to recover against Landlord any indirect, consequential, special, punitive or incidental damages against Landlord in any cause of action, proceeding or claim arising out of, or in connection with, this lease; and (ii) Landlord hereby waives any right to recover against Tenant any indirect, consequential, special, punitive or incidental damages against Tenant in any cause of action, proceeding or claim arising out of, or in connection with, this lease. - - - - Tenant shall obey and observe (and compel its officers, employees",Miscellaneous,Miscellaneous -"FRWY, BLDG 2, HOUSTON, TX, 77036",Address,Restaurant and Hotel Sales -"Tenant shall give notice to Landlord, promptly after Tenant learns thereof, of (i) any accident in or about the Demised Premises resulting in material injury to person or property, (ii) all fires and other casualties within the Demised Premises, (iii) all material damages to or defects in the Demised Premises, including the fixtures, equipment and appurtenances thereof for the repair of which Landlord might be responsible, and (iv) all damage to or defects in any parts or appurtenances of the Building’s sanitary, electrical, heating, ventilating, air conditioning, elevator and other systems located in or passing through the Demised Premises or any part thereof.",Notification of Accidents,"Notification of Accidents, Fires and Other Casual" -Green Building Reengineering and Recertification Expense,Green Building Reengineering,Green Building Reengineering and Recertification Expense -"Tenant agrees that, notwithstanding any other provision of this Lease, Landlord shall not be under any personal liability under this Lease and, if Landlord defaults hereunder, Tenant shall look solely to the interest of Landlord or its successor in the Premises for the satisfaction of any judgment or other judicial process requiring the payment of money by Landlord based upon any default hereunder, and no other assets of Landlord or any such successor shall be subject to levy, execution, or other enforcement procedure for the satisfaction of any such judgment or process. Upon any conveyance or transfer of the Building, the transferor shall be relieved from all liability hereunder.",No Personal Liability,No Personal Liability -"Upon Client's request, Company agrees to deliver to Client a certificate(s) of insurance evidencing the coverage specified in this Section. Such certificate(s) will contain a thirty (30) day prior notice of cancellation provision. Company will be solely responsible for any deductible or self-insurance retentions. Such insurance coverage will be primary and any other valid insurance existing will be in excess of such primary insurance policies. The required insurance coverage and limits of liability set forth above shall not be construed as a limitation or waiver of any potential liability of satisfaction of any indemnification/hold harmless obligation of Company. - -12.2 Intellectual Property. - - 12.2.1 Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement. - - 12.2.2 Independently Developed Intellectual Property. Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party. - - 12.3 Assignment Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required. - - 12.4 Force Majeure. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Client or Client employees, respectively). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. - -13. Choice of Law. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of Washington and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court in Kirkland, Washington, and each party irrevocably submits to the jurisdiction and venue of such courts. - -14. Remedies. Company reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in Company’s favor. - - - - - -B. INITIAL STATEMENT OF WORK (SOW) The purpose of this SOW is to describe the Software and Services that Company will initially provide to Daltech, Inc. the “Client”) under the terms and conditions of the Services Agreement entered into between the parties on June 15, 2021 (the “Agreement”). Additional terms and conditions may be set forth in this SOW, and additional SOWs that may be subsequently signed.",Insurance and IP Rights,Independently Developed Intellectual Property -"(4) “Purchaser Data” means electronic data of Purchaser processed by, stored in, or accessible electronically via servers or applications used in connection with the transactions contemplated by this Agreement.",Purchaser Data Definition,Purchaser Data -"This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into and made effective as of April 4, 2018 between Docugami Inc., a Delaware corporation, whose address is 150 Lake Street South, Suite 221, Kirkland, Washington 98033, and Caleb Divine, an individual, whose address is 1201 Rt 300, Newburgh NY 12550. - -The above named parties desire to engage in discussions regarding a potential agreement or other transaction between the parties (the “Purpose”). In connection with such discussions, it may be necessary for the parties to disclose to each other certain confidential information or materials to enable them to evaluate whether to enter into such agreement or transaction. - -In consideration of the foregoing, the parties agree as follows: - -1. Confidential Information. For purposes of this Agreement, “Confidential Information” means any information or materials disclosed by one party to the other party that: (i) if disclosed in writing or in the form of tangible materials, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary. - - - -2. Obligations and Restrictions. Each party agrees: (i) to maintain the other party's Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose except for the Purpose. Each party may disclose the other party’s Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose and for no other purpose; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other party’s Confidential Information as those set forth in this Agreement. - - - -3. Exceptions. The obligations and restrictions in Section 2 will not apply to any information or materials that: - - - -(i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving party; - - - -(ii) were rightfully known by the receiving party prior to receiving such information or materials from the disclosing party; - - - -(iii) are rightfully acquired by the receiving party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the disclosing party; - - - - - -4. Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a party from disclosing the other party’s Confidential Information to the extent required by any order, subpoena, law, statute or regulation; provided, that the party required to make such a disclosure uses reasonable efforts to give the other party reasonable advance notice of such required disclosure in order to enable the other party to prevent or limit such disclosure. - - - -5. Return of Confidential Information. Upon the completion or abandonment of the Purpose, and in any event upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies), and any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by or on behalf of the receiving party that contain or are based upon the disclosing party’s Confidential Information. - - - -6. No Obligations. Each party retains the right to determine whether to disclose any Confidential Information to the other party. - - - -7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”. - - - -8. Term. This Agreement will remain in effect for a period of seven (7) years from the date of last disclosure of Confidential Information by either party, at which time it will terminate. - - - -9. Equitable Relief. Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information may cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise. - - - -10. Non-compete. To the maximum extent permitted by applicable law, during the Term of this Agreement and for a period of one (1) year thereafter, Caleb Divine may not market software products or do business that directly or indirectly competes with Docugami software products. - - - -11. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding its body of law controlling conflict of laws. This Agreement is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, and any attempted assignment without such consent will be void. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.",Confidentiality Agreement,Confidentiality of Agreement and Purpose -"42D. Music, Noise, and Vibration","Music, Noise, and Vibration","Music, Noise, Vibration" -"Tenant, at Tenant's sole cost and expense, shall be responsible for the removal and disposal of all of garbage, waste, and refuse from the Premises on a daily basis. Tenant shall cause all garbage, waste and refuse to be stored within the Premises until thirty (30) minutes before closing, except that Tenant shall be permitted, to the extent permitted by law, to place garbage outside the Premises after the time specified in the immediately preceding sentence for pick up prior to 6:00 A.M. next following. Garbage shall be placed at the edge of the sidewalk in front of the Premises at the location furthest from the main entrance to the Building or such other location in front of the Building as may be specified by Landlord.",Garbage Removal and Disposal,Garbage Removal and Disposal -"(a) Whether or not the proposed assignment or sublease is finalized, Tenant shall pay Landlord the minimum sum of $750.00 to reimburse Landlord for the administrative costs of review and processing of Tenant’s proposed assignment or sublease, in each instance; and if, in connection therewith, Landlord incurs expenses in excess of said $750.00 amount, including but not limited to reasonable expenses for attorneys’ fees and disbursements, architectural fees, engineering or other professional fees, then Tenant shall pay Landlord the amount of such excess fees as additional rent within ten (10) days of Landlord’s submission to Tenant of bills for same. Upon submission to Landlord of Tenant’s request for consent to an assignment or sublease, Tenant shall deliver to Landlord a bank check payable to Landlord in the sum of $3,500.00 (“Application Costs Prepayment”) which shall be applied to Landlord’s legal fees and other costs incurred in connection with Landlord’s review and processing of Tenant’s request for - - - - - - - - - - consent to such assignment or sublease. In the event that Landlord’s costs in this regard are less than such Application Costs Prepayment, Landlord will refund to Tenant the difference between Landlord’s costs incurred and the amount of the Application Costs Prepayment.",Application Costs Prepayment,Assignment and Subleasing -"Each notice of Tenant's exercise of the option (the ""Extension Notice"") shall be given by Tenant to Landlord no earlier than 15 months and no later than nine months before the current expiration date of the Lease Term. TIME SHALL BE OF THE ESSENCE AS TO THE EXERCISE OF ANY ELECTION BY TENANT UNDER THIS ARTICLE.",Option to Extend,Termination Option -"Upon the expiration or termination of the term of this Lease, the Tenant shall remove all signs and other installations installed by Tenant, if any, at its sole cost and expense and shall, at its sole cost and expense, repair any damage to the Building caused by the installation or removal of any such signs or other installations and restore the Building to a satisfactory condition to make it as if no sign or other installations had been placed thereon. In the event that the Tenant violates any of the provisions of this Article, the Landlord may remove the subject items without any liability to the Tenant and may charge the Tenant all of the Landlord’s costs and expenses incurred in connection with the removal and disposal of such items, and the repair of the part of the Building to which such items were attached.",Sign Removal and Repair,Signage and Installation -WINDSTORM OR HAIL-SUBLIMIT OF INS,Insurance Coverage Details,Insurance Coverage Details -"Tenant agrees promptly to cause the installation, if not already in existence, of an Ansul Restaurant Hood and Duct Fire Control System, or equal, at Tenant's sole cost, all as approved by the Board of Fire Underwriters and municipal authorities having jurisdiction thereover, and to maintain the same throughout the term of this Lease.",Fire Control System Installation,Restaurant Hood and Duct Fire Control System -"2% - - subject to the following minimum, in any one occurrence: - - $100,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations above.",Business Income Coverage Minimum,Alcoholic Beverage Sales -"possible. Disposal of this product, solutions and any by-products should at all times comply with the requirements of environmental protection and waste disposal legislation and any regional local authority requirements. Dispose of surplus and non-recyclable products via a licensed waste disposal contractor. Waste should not be disposed of untreated to the sewer unless fully compliant with the requirements of all authorities with jurisdiction. Waste packaging should be recycled. Incineration or landfill should only be considered when recycling is not feasible. This material and its container must be disposed of in a safe way. Empty containers or liners may retain some product residues. Avoid dispersal of spilled material and runoff and contact with soil, waterways, drains and sewers.",Disposal Requirements,Environmental Compliance -"If the Client desires to initiate changes to the SOW, it shall submit to Company a written request to do so. The request will set forth the nature of the Company’s proposed changes to the SOW. Contractor shall complete and return to the Company a written document (“Change Order”) setting forth (i) a written description of the changes to the SOW, (ii) any changes to the schedule, (iii) any changes or additions to the Deliverables and (iv) any changes or additions to the fees.",Change Order Request,Change Order -"STATE OF NEW YORK ) - - ) ss.: COUNTY OF NEW YORK ) - - - - On the day of , October in the year 2021, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me, on the basis of satisfactory evidence, to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. - - - - Notary Public",State Officer Endorsement,State Officer Endorsement -"Except as provided in the first paragraph of this Article, Tenant shall conduct and operate Tenant's business in the Premises without closing for more than 30 consecutive days during the term of this Lease, and the failure to do so shall constitute a material default by Tenant hereunder.",Continuous Business Operation,Permitted Use -As respects Business Income Coverage a 72 hour deductible applies at all premises loca ions.,Business Income Deductible,Business Income Deductible -"On November 28,, 2007, at 1800 UTC, a Cirrus Design Corporation SR-20, N141CD, serial number 1032, while on approach for landing at Jaleg, Schleswig-Holsteinschen, Germany, struck power lines and subsequently impacted terrain. The airplane was destroyed and the private pilot, the sole person on board the airplane, was fatally injured. Instrument meteorological conditions prevailed at the time of the accident. The cross-country ferry flight originated in the Netherlands and was en route to Sylt, Germany. - - This investigation is under the jurisdiction and control of the German government. Any further information may be obtained from: - - German Federal Bureau of Aircraft Accidents Investigation Bundesstelle fur Flugenfallensuchung (BFU) - - Herman-Blenk Strasse 16 38108 Braunschweig",Accident Summary,Accident Details -"Tenant, at its sole cost and expense, agrees to use all reasonable diligence in accordance with the best prevailing methods for the prevention and extermination of vermin, rats, and mice, mold, - - - - - - fungus, allergens, bacteria and all other similar conditions in the Premises. Tenant, at Tenant's expense, shall cause the Premises to be exterminated from time to time to the reasonable satisfaction of Landlord and shall employ licensed exterminating companies. Landlord shall not be responsible for any cleaning, waste removal, janitorial, or similar services for the Premises, and Tenant shall not be entitled to seek any abatement, setoff or credit from the Landlord in the event any conditions described in this Article are found to exist in the Premises.",Vermin Extermination,Extermination and Extermination Costs -"A term commencing on the Commencement Date and continuing for 96 full calendar months (plus any partial calendar month in which the Commencement Date falls), as extended or sooner terminated under the terms of this Lease. If the Commencement Date falls on a day other than the first day of a month, then for purposes of calculating the length of the Lease Term, the first month of the Lease Term shall be the month immediately following the month in which the Commencement Date occurs. Tenant shall pay prorated Rent calculated on a per diem basis for the partial month in which the Commencement Date occurs at the rate in effect for the first month of the Lease Term for which Rent has not been abated or reduced (i.e., $33.82 per square foot).",Lease Term,Term of Agreement -"– aggregate in any one policy year, for all losses covered under the Causes of Loss – Broad Form Flood endorsement, commencing with the inception date of this policy:",Causes of Loss - Flood Endorsement,Building Coverage Details -"No such assignment or transfer, irrespective of any consent by Landlord, shall be effective unless the assignee shall execute, acknowledge and deliver to Landlord a recordable agreement, in form and substance satisfactory to Landlord, whereby the assignee shall assume the obligations and performance of this Lease and shall agree to be bound by all of the terms, covenants and conditions of this Lease, including restrictions on use, to be observed, performed or complied with by Tenant, and whereby the assignee shall agree that the provisions of this Article shall continue to be binding upon it in the future notwithstanding such assignment or transfer. No sublease shall be effective, irrespective of any consent of Landlord, unless the subtenant shall execute and deliver to Landlord a recordable agreement, in form and substance satisfactory to Landlord, whereby the subtenant agrees to comply with all applicable terms, covenants and conditions of this Lease, including restrictions on use, to be complied with by Tenant hereunder.",Assignee/Subtenant Agreement,No Assignment or Transfer -Supplier shall deliver the Products to Purchaser on the delivery date(s) specified in the accepted POs so long as the delivery date(s) are at least 45 days from the date the PO is submitted to Supplier.,Delivery Date,Delivery Date Requirements -"the sale, rental or use of amusement devices, pinball machines, electronic computer, card games, games of chance of any kind, or video type amusement machines, games or devices (such as Pacman);",Amusement Devices,Amusement Devices -"Policy Number - - Y-630-001 - - Effective - - 05/29/2021 – 05/29/2022 - - Insuring Company - - THE INSURANCEA INDEMNITY COMPANY",Insurance Policy Details,Insurance Coverage Details -"Tenant shall pay, during the term of this Lease, the additional rent provided for in this Article 41. As used herein, the following terms shall have the meanings set forth below:",Additional Rent Payment,Additional Rent -"* Commission percentage displayed does not apply to any North Carolina Reinsurance Facility loss recoupment surcharge amounts included in the liability premium of the Commercial Auto Policy, if applicable.",NC Reinsurance Facility Exclusion,Commission Fee -This investigation is under the jurisdiction and control of the German government. Any further information may be obtained from:,Jurisdiction,Investigation Details -"All rent shall be paid to Landlord without notice, demand, counterclaim, setoff, deduction or defense, and nothing shall suspend, defer, diminish, abate, or reduce any rent, except as otherwise specifically provided in this Lease or by law.",No Rent Deduction,Tax Payments -"If any provision of this Lease shall be unenforceable or invalid, such unenforceability or invalidity shall not affect any other provision of this Lease.",Severability of Provisions,Unenforceability and Invalidity -"Carrier, by accepting Shipper’s Commodities for transportation, whether or not by signing an - - original Bill of Lading or accepting an electronic shipping document in lieu of an original Bill of Lading, acknowledges that the Commodities are in good condition except for any exceptions written on these documents. All shipments shall be transported under the bill of lading utilized by Shipper or such other documents that Shipper and Carrier may mutually agree in writing to use. To the extent the terms and conditions of any bill of lading, purchase order, invoice or other document or instrument conflict with any provision of this Agreement, the terms of this",Shipping Documents,Good Condition Acknowledgement -"INITIAL STATEMENT OF WORK (SOW) The purpose of this SOW is to describe the Software and Services that Company will initially provide to Daltech, Inc. the “Client”) under the terms and conditions of the Services Agreement entered into between the parties on June 15, 2021 (the “Agreement”). Additional terms and conditions may be set forth in this SOW, and additional SOWs that may be subsequently signed.",Initial SOW Description,SOW Details -This study will not offer any direct benefits to the patients participating in the study. The data from previous studies in healthy patients and patients with T1DM and T2DM have shown that LY900014 was well tolerated and the adverse drug reactions are in keeping with those reported for Humalog.,Safety Profile,Study Objectives -Communication Supply Power Supply,Communication Supply Power Supply,Communication Supply Power Supply -"In the event the fixed annual rent or additional rent or any part thereof provided to be paid by Tenant under the provisions of this Lease during the demised term shall become uncollectible or shall be reduced or required to be reduced or refunded by virtue of any Federal, State, County or City law, order or regulation, or by any direction of a public officer or body pursuant to law, or the orders, rules, code or regulations of any organization or entity formed pursuant to law, whether such organization or entity be public or private, then Landlord, at its option, may at any time thereafter terminate this Lease, by not less than thirty (30) days written notice to Tenant, on a date set forth in said notice, in which event this Lease and the term hereof shall terminate and come to an end on the date fixed in said notice as if the said date were the date originally fixed herein for the termination of the demised term. Landlord shall not have the right so to terminate this Lease if Tenant within such period of thirty (30) days shall in writing lawfully agree that the rentals herein reserved are a reasonable rental and agree to continue to pay said rental, and if such agreement by Tenant shall then be legally enforceable by Landlord.",Rent Reduction Termination,Termination for Uncollectability -Representations and Warranties.,Representations and Warranties,Representations and Warranties -"(iii) If Tenant timely disputes Landlord’s Determination and if the final determination of the Fair Market Minimum Annual Rent shall not be made on or before the first day of the subject Renewal Term then, pending such final determination, Tenant shall pay, as Rent for the subject Renewal Term, an amount equal to Landlord’s Determination. If, based upon the final determination of the Fair Market Minimum Annual Rent, the Rent payments made by Tenant for such portion of the subject Renewal Term were (i) less than they should have been, then Tenant shall pay to Landlord the amount of such deficiency within ten (10) business days after demand therefor, or (ii) greater than they should have been, then Landlord shall credit the amount of such excess against installments of Rent next coming due. - - - - Time shall be of the essence with respect to all obligations under this Article 72.",Fair Market Rent Determination,Fair Market Minimum Annual Rent -"Glipizide 5 mg BID (diabetes) – sulfonylurea for treatment of diabetes Omecprazole (Prilosec) 20 mg daily (reflux) – PPI for treatment of ulcers Gabapentin (Neurontin) 100 mg qhs – modulates release of neurotransmitters to treat - - diabetic neuropathy Metformin 500 mg qam – biguanide used to treat diabetes Aspirin 81 mg qam - prophylaxis for MI and TIA Servant 1puff bid -",Prescribed Medications,Study Medications -"Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate.",Crime Insurance Limit,Crime Policy -"Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding elements or materials provided by Client and incorporated into the Deliverable. Additionally, Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding Client’s unauthorized use of any music, images, or other materials comprising the Deliverable.",Client Indemnification,Indemnification Clause -"Commercial Property Program - - Policy Number - - Y-630-001 - - Effective - - 05/29/2021 – 05/29/2022 - - Insuring Company - - THE INSURANCEA INDEMNITY COMPANY - - Automobile - - Policy Number - - BA-001 - - Effective - - 05/29/2021 – 05/29/2022 - - Insuring Company - - THE INSURANCEA INDEMNITY COMPANY OF AMERICA - - Umbrella - - Policy Number - - CUP-001 - - Policy Term - - 05/29/2021 – 05/29/2022 - - Insuring Company - - INSURANCEA PROPERTY CASUALTY COMPANY OF AMERICA - - Locations schedule - - 630 - 001 – Commercial Property Program - - LOC/BLDG - - DESCRIPTION - - ADDRESS - - 1/1 - - OFFICE - - STE 400, HOUSTON, TX, 77042 - - 2/2 - - OFFICE - - Ave, HOUSTON, TX, 77042 - - 3/3 - - VACANT BLDG - - AVE, HOUSTON, TX, 77042 - - 3/4 - - PARKING GARAGE - - AVE, HOUSTON, TX, 77042 - - 4/5 - - OFFICE - - AVE, HOUSTON, TX, 77042 - - 4/6 - - PARKING GARAGE - - AVE, HOUSTON, TX, 77042 - - 5/7 - - OFFICE - - AVE, HOUSTON, TX, 77082 - - 6/8 - - OFFICE - - AVE, BLDG 1, HOUSTON, TX, 77082 - - 6/9 - - PARKING GARAGE - - AVE, BLDG 2, HOUSTON, TX, 77082 - - 7/10 - - OFFICE - - AVE, HOUSTON, TX, 77082 - - 8/11 - - OFFICE - - FRWY, BLDG 1, HOUSTON, TX, 77036 - - 8/12 - - PARKING GARAGE - - FRWY, BLDG 2, HOUSTON, TX, 77036 - - 8/13 - - DRIVE THRU BANK - - FRWY, BLDG 3, HOUSTON, TX, 77036 - - 9/14 - - OFFICE - - DR, BLDG 1, HOUSTON, TX, 77082 - - 9/15 - - PARKING GARAGE - - DR, BLDG 2, HOUSTON, TX, 77082 - - 10/16 - - OFFICE - - RD, SPRING, TX, 77380 - - 11/17 - - OFFICE - - RD, SPRING, TX, 77380 - - 12/18 - - OFFICE - - FRWY, SPRING, TX, 77379 - - 13/19 - - OFFICE - - 18311-18419, SPRING, TX, 77379 - - 14/20 - - OFFICE - - RD, HOUSTON, TX, 77082",Insurance Policy and Locations,Commercial Property Program Coverage -"Extends length of non-owned watercraft covered to less than 51 feet - - Property Damage to Borrowed Equipment and Customer’s Goods - - Increases limit to $10,000 - - Increases limit for cost of bail bonds to $2,500, and for all reasonable expenses and loss of earnings to $500 per day - - Supplementary Payments - - Unintentional Failure to Disclose Hazard - - Allows for unintentional failure disclose hazards policy period - - beginning - - the",Coverage Enhancements,Supplementary Payments -"Will restart ASA at 325 mg po qday, given patient has technically not failed aspirin therapy due to medication noncompliance.",Aspirin Therapy,Treatment Modification -"Company shall provide Client with software, technical support, product management, development, and testing services (“Services”) to the Client as described on one or more Statements of Work signed by Company and Client that reference this Agreement (“SOW” or “Statement of Work”). Company shall perform Services in a prompt manner and have the final product or service (“Deliverable”) ready for Client no later than the due date specified in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the Change Order process defined in the applicable SOW. Client shall assist Company by promptly providing all information requests known or available and relevant to the Services in a timely manner.",Service Description,Performance Obligations -"Tenant expressly recognizes that Tenant’s due and punctual performance of all of its obligations under this Lease throughout the term thereof is of paramount importance to Landlord and, without limiting the provisions of Article 17, Tenant agrees that, if Tenant shall default (a) in the timely payment of fixed rent or additional rent and such default shall continue beyond the 10 day grace period and repeated in two consecutive months or for a total of four months in any period of twelve consecutive months, or (b) in the timely performance, beyond any applicable cure period, of any other obligations of Tenant under this Lease and such default shall occur more than two (2) times in any period of twelve months, then s, any further similar default shall be deemed to be deliberate and Landlord thereafter may either (i) serve a three (3) day notice of cancellation of this Lease as and with the",Deliberate Default Notice,Default and Cancellation -"Client represents that any materials provided to Company by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.",Intellectual Property Compliance,No Third Party Rights -"If Tenant timely exercises this Renewal Option, Landlord shall notify Tenant (the “Rent Notice”) at least one hundred twenty (120) days before the Expiration Date of Landlord’s determination of the Fair Market Minimum Annual Rent and Landlord’s calculation of the Rent payable during the first year of the Renewal Term and during each successive year of the Renewal Term in accordance with the formula set forth above (“Landlord’s Determination”). Tenant shall notify Landlord (“Tenant’s Notice”), within thirty (30) days after Tenant’s receipt of the Rent Notice, whether Tenant accepts or disputes Landlord’s Determination, and if Tenant disputes Landlord’s Determination, Tenant’s Notice shall set forth Tenant’s determination of the Fair Market Minimum Annual Rent and Tenant’s calculation of the Rent payable during the first year of the Renewal Term and during each successive year of the Renewal Term in accordance with the formula set forth above (“Tenant’s Determination”). If Tenant fails to give Tenant’s Notice within such thirty (30) day period, Tenant shall be deemed to have accepted Landlord’s Determination.",Rent Determination Process,Fair Market Minimum Annual Rent Calculation -POLICY JACKET - EXECUTION CLAUSE,Execution Clause,Execution Clause -"Tenant shall have the right, to be exercised as hereinafter provided, to extend the term of this lease for one (1) period of five (5) years ( “Renewal Term”) upon the following terms and conditions:",Lease Renewal Option,Renewal Term -"Tenant also covenants to pay, from time to time as provided in this Lease, as additional rent: all other amounts and obligations which Tenant assumes or agrees to pay under this Lease; a “Late Charge” equal to five percent (5%) of the overdue payment of any item of fixed or additional rent not paid within ten (10) days after the date when due (or, if a demand therefor is required by the provisions of this Lease, within ten (10) days after the date of such demand), which Late Charge shall be payable as additional rent. In the event of any failure on the part of Tenant to pay any additional rent, Landlord shall have all the rights, powers and remedies provided for in this Lease, at law, in equity or otherwise, in the case of nonpayment of fixed rent. Nothing herein shall be construed to extend the due dates of Tenant's payments under this Lease, or to waive any rights or remedies of Landlord in the event of Tenant's late payment. Tenant's obligations to pay fixed rent and additional rent shall survive the expiration of the Lease term or earlier termination of this Lease.",Late Payment Penalty,Late Payment Penalty -"Use, or permit to be used, any advertising medium and/or loudspeaker, and/or sound amplifier, and/or radio or television broadcast which may be heard outside the Demised Premises or which does not comply with the general policies or rules and regulations then in effect for the Building;",No Nuisance,No Advertising -"2. Grant of License and Reservation of Ownership. Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Software and Related Materials at the site referred to in Schedule A hereto and otherwise pursuant to the terms of this Agreement. Licensor retains title and exclusive ownership of any and all copies of the Software and Related Materials licensed hereby. Licensee agrees to use its best efforts to protect the Software and Related Materials from unauthorized use, reproduction, distribution or publication.",License Grant,License and Reservation of Ownership -"40A. Term of Lease - - - - The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the ""Expiration Date"") (from the Commencement Date to the Expiration Date being the ""Initial Term"", as may be extended pursuant to and in accordance with Section 72 hereof. - - - -41. Escalations - - - - Tenant shall pay, during the term of this Lease, the additional rent provided for in this Article 41. As used herein, the following terms shall have the meanings set forth below: - - - - “Taxes” shall mean the total of all real estate taxes and assessments and special assessments imposed, payable and paid upon the Premises described as the land and building in which the Premises are located including, without limitation, vault taxes, rents or charges, imposed by any Governmental Authority, of which the demised Premises forms a part. If at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions of charges now levied, assessed or imposed on the real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax assessment levy upon the Building, Land Improvements or the Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable, or the part thereof so measured or based shall be deemed to be included within the term ""Taxes"" for the purposes hereof. - - - - ""Escalation Year"" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease. - - - - ""Base Year"" shall mean the twelve month period ending on June 30, 2022. - - - - ""Base Year Taxes"" shall mean the Taxes for the Base Year. - - - - The ""building"" shall mean the land and the building of which the demised Premises forms a part. ""Tenant's Share"" shall mean 35%. - - Tenant shall pay to Landlord, as additional rent, an amount equal to Tenant's Share of the amount by which Taxes for any Escalation Year during the term of this Lease exceed the Base Year Taxes. - - - - Landlord shall submit to Tenant a statement setting forth the computation of the amount of such excess Taxes and Tenant's Share of each thereof including copies of applicable tax bills. Tenant shall pay Tenant's Share of such excess amount of Taxes within ten days after the rendition of such statement which shall separately calculate Tenant’s Share, however, the payment of Tenant's Share shall not be due earlier than 10 days before the corresponding Taxes are due to the taxing authority. - - - - In no event shall the annual fixed rent under this Lease be reduced by virtue of this Article - - 41. The computations under this Article 41 are intended to constitute a formula for an agreed rental escalation and do not necessarily constitute an actual reimbursement to Landlord for costs or expenses paid by Landlord with respect to the building. - - - - - - Upon the date of the expiration of the Lease term or earlier termination of this Lease, a proportionate share of the additional rent payable under this Article 41 for the Escalation Year during which such expiration or termination occurs shall immediately become due and payable by Tenant to Landlord. Said proportionate share shall be based on the length of time that the term of this Lease shall be within such Escalation Year. Promptly after such expiration or termination, Landlord shall compute the additional rent due from Tenant, as aforesaid, which computation shall be an estimate based upon the most recent annual statements theretofore furnished by Landlord to Tenant. Upon written request by Tenant, Landlord shall cause a final statement showing the computation of the actual additional rent due from Tenant for that Escalation Year to be prepared and furnished to Tenant, whereupon any appropriate adjustments of - - - - - - amount owed to Landlord shall be made. The obligations of Tenant to pay additional rent as provided for herein shall survive the expiration of the Lease term or earlier termination of this Lease. If Tenant continues in possession of the Premises after the expiration of the Lease term or earlier termination of this Lease, as a month to month tenant or otherwise, the provisions of this Article 41 shall continue in full force and effect for so long as Tenant remains in possession of the Premises. - - - - The additional rent provided for herein shall be collectible by Landlord in the same manner as the regular installments of fixed rent due under this Lease. Notwithstanding anything set forth elsewhere in this Article or elsewhere in this Lease, no delay or failure by Landlord in preparing or delivering any statement or demand for any additional rent, including but not limited to the statements and/or demands provided for in this Article, shall constitute a waiver of, or impair Landlord's rights to collect, such additional rent. - - - - The billing statements provided by Landlord for the charges due pursuant to this Article 41 shall constitute a final determination as between Landlord and Tenant of the additional rent for the periods represented thereby, unless Tenant within thirty days after they have been furnished shall give a written notice to Landlord that Tenant disputes their accuracy or appropriateness, which written notice shall specify the particular respects in which the statement is inaccurate or inappropriate. Pending the resolution of such dispute, Tenant shall pay the additional rent to Landlord in accordance with the statements furnished by Landlord. - - - - In addition to Taxes as set forth above, Tenant shall pay within ten (10) days after invoice therefor,including copies of applicable bill, an amount equal to Tenant's Share of the amount by which any charges imposed by any Business Improvement District on the Premises or any Escalation Year during the term of this Lease exceed Business Improvement District Charges in the Base Year.",Lease Term and Escalations,Tax Escalation -"An initial payment (the “Deposit”) of One Hundred Thousand Dollars ($100,000) is due to Company at signing.",Initial Deposit,Payment Terms -"Coverage and amendments - - DESCRIPTION - - FORM NUMBER - - MORTGAGEE HOLDER SCHEDULE - - DX 00 01 07 94 - - DELUXE PROP COV PART SCHED-SPECIF LIMITS - - DX 00 03 07 94 - - TABLE OF CONTENTS - DELUXE PROP COV PART - - DX 00 04 11 12 - - TEXAS CHANGES - - DX 00 09 05 13 - - TX CHANGES - CANCEL AND NONRENEWAL - - DX 01 71 12 19 - - DELUXE PROP COV PART DECLARATIONS - - DX T0 00 11 12 - - DELUXE PROPERTY COVERAGE FORM - - DX T1 00 11 12 - - DELUXE BI (AND EE) COVERAGE FORM - - DX T1 01 11 12 - - CAUSES OF LOSS-EARTHQUAKE - - DX T3 01 11 12 - - CAUSES OF LOSS - BROAD FORM FLOOD - - DX T3 02 11 12 - - CAUSES OF LOSS-EQUIPMENT BREAKDOWN - - DX T3 19 11 12 - - PROTECTIVE SAFEGUARDS - - DX T3 41 11 12 - - LOSS PAYABLE PROVISIONS - - DX T3 79 11 12 - - UTILITY SERVICES-DIRECT DAMAGE - - DX T3 85 11 12 - - UTILITY SERVICES-TIME ELEMENT - - DX T3 86 11 12 - - ELECTRONIC VANDALISM LIMITATION ENDT - - DX T3 98 04 02 - - FEDERAL TERRORISM RISK INSURANCE ACT DIS - - DX T4 02 01 21 - - CRIME ADDITIONAL COVERAGE - - DX T4 15 11 12 - - WINDSTORM OR HAIL-SUBLIMIT OF INS - - DX T4 98 11 12",Insurance Coverage Forms,Casualty Damage and Restoration -"8.1 Company’s Representation. Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.",Intellectual Property Representation,Company Representation -"Limitation of Liability. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.",No Indirect Damages,Limitation of Liability -"EXHIBIT A – Floor EXHIBIT B –Guaranty - - EXHIBIT C –Temporary Certificate of Occupancy EXHIBIT D – Tenant’s Signage",Exhibits,Exhibits -"Each party agrees: (i) to maintain the other party's Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose except for the Purpose. Each party may disclose the other party’s Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose and for no other purpose; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other party’s Confidential Information as those set forth in this Agreement.",Confidentiality Protection Agreement,Confidentiality Obligations -"The Limits of Insurance, Coverage Period and Coverage Radius shown in the left column are included in the coverage form and apply unless a revised Limit of Insurance, Coverage Period, Coverage Radius or Not Covered is shown under the column on the right. The Limits of Insurance apply in any one occurrence unless otherwise stated. - - LIMITS OF - - REVISED LIMITS - - INSURANCE, COVERAGE - - OF INSURANCE, - - PERIOD OR COVERAGE - - COVERAGE PERIOD OR - - RADIUS - - COVERAGE RADIUS - - Business Income from Dependent Property - - At Premises Within the Coverage Territory - - $100,000 - - At Premises Outside of the Coverage Territory - - $100,000 - - Civil Authority - - Coverage Period - - 30 days - - Coverage Radius - - 100 miles - - Claim Data Expense - - $25,000 - - Contract Penalties - - $25,000 - - Extended Business Income - - Coverage Period - - 180 days - - Fungus, Wet Rot or Dry Rot – Amended Period of Restoration - - Coverage Period - - 30 days - - Green Building Alternatives – Increased Period of Restoration - - Coverage Period - - 30 days - - Ingress or Egress - - $25,000 - - Coverage Radius - - 1 mile - - Newly Acquired Locations - - $500,000 - - Ordinance or Law - Increased Period of Restoration - - $250,000 - - Pollutant Cleanup and Removal – Annual Aggregate - - $25,000 - - Transit Business Income - - $25,000 - - Undescribed Premises - - $25,000",Business Income Coverage Limits,"Limits of Insurance, Coverage Period and Cover" -"If no deductible is shown, the Deductible that otherwise applies to loss under the Deluxe Property Coverage Form shall apply. Employee Benefit Plans, if any, included as Insured under the Employee Theft Crime Additional Benefit Coverage:",Employee Theft Crime Deductible,Employee Benefit Plan Coverage -"Assessment and Plan: - - 77 yo woman presents with significant angioedema in left side of tongue and inner cheek. Possible causes of angioedema include allergic anaphylaxis reaction, drug induced, allergic contact dermatitis, viral infection, drug induced, or a C1 inhibitor deficiency disorder acquired or hereditary. Laryngeal edema can also be caused by tonsillitis, peritonsilar abscess or pharyngeal foreign body. - - It is unlikely that the patient has edema caused by abscess or tonsillitis since she does not have any associated fever or other signs of infection and the sudden onset of her swelling also argues against this. It is not likely a foreign body since ENT did not find anything when they scoped her. - - It is unlikely that it is caused by a mast cell mediated etiologigy that increases vascular permeability through mast cell degranulation and release of inflammatory mediators include allergic angioedema, autoimmune mast cell release and direct mast cell release caused by medications such as opiates and radiocontrast media. It is not likely this type of reaction because these etiologies are associated with urticaria and pruritis, which the patient did not have. Also the patient did not have any exposure to a new pet, food, lotion or any other allergen or medication that could cause an allergic type reaction. The patient also does not have any history of autoimmune disease or any reaction similar to this in the past - - It is more likely that the etiology is kinin-related where angioedema results from generation of bradykinin and complement-derived mediators that increase vascular permeability since there is no urticaria or pruritis. The most likely cause is the Altace (ACEI) that the patient has been taking caused an increase in bradykinin since it decreases angiotensin 2 which degrades bradykinin. Bradykinin can then interact with vascular receptors increasing vasodilation, vascular permeability, increased cGMP and release of nitric oxide. This reaction occurs in .1-7% of patients treated with an ACEI and it typically involves the mouth, lips, tounge, larynx, pharynx and sublottic tissues. Half of these cases usually occur within a week of starting the ACEI but can occur years later. This is a class specific reaction not a drug specific and ARBs can cause the same reaction even though these drugs don’t effect the kinin metabolism. 50% of patients with angioedema due to an ARB also had an ACEI induced angioedema (Cicardi, M, Zingale, LC, Bergamschini L, Agostoni, A. Angioedema associated with agniotensin-converting enzyme inhibitor use: outcome after switching to a different treatment. Arch Intern Med 2004; 164:910). Deficiency of C1 inhibitor can cause angioedema since levels of complement are reduced and cause increased bradykinin. This can be due to lack of C1 INH or adequate amounts of nonfunctional C1 INH. Other causes of angioedema include aspirin and NSAIDs since inhibition of cox and enzyme pathyway increases formation of pro-inflammatory leukotrienes. - - Other possibilities in the differential of causes of swelling include cellulitis, autoimmune conditions including SLE, polymyositis, dermatomyositis and sjorgren’s syndrome. Hypothyroidism can cuase puffiness of face and lips, hyperthyroidism can cause an infiltrative dermopathy, superior vena cava syndrome and tumors can cause venous engorgement and swelling. It is not likely one of these etiologies since the patient is on an ACEI and the swelling is restricted only to her tongue and throat typical of ACEI angioedema.",Treatment Plan,Angioedema Explanation -days of such demand a sufficient sum in cash to restore said Security to the amount required as set forth in this Article.,Security Demand Rights,Security and Enforcement Rights -"(b) Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident.",Auto Liability Insurance,Automobile Liability Coverage -"To the best of our knowledge, the information contained herein is accurate. However, neither the above- named supplier, nor any of its subsidiaries, assumes any liability whatsoever for the accuracy or completeness of the information contained herein. Final determination of suitability of any material is the sole responsibility of the user. All materials may present unknown hazards and should be used with caution. Although certain hazards are described herein, we cannot guarantee that these are the only hazards that exist. Particularly this information may not be valid for such material used in conjunction with any other materials or in any process, unless specified in the text.",Disclaimer,Hazards and Safety Guidelines -2.2 Time and expenses will be charged based on actuals unless otherwise described in an Order Form or accompanying SOW.,Time and Expense Charges,Time & Expense Charges -"All machines and equipment installed in the Premises shall be properly shielded and placed, equipped, installed and maintained by Tenant so as to eliminate the transmission of noise, vibration or electricity or other interference with other occupants of the building and/or neighboring buildings. Tenant shall not move any equipment or bulky matter in or out of the building without Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned and Tenant shall repair any damage caused by such movement at Tenant's expense.",Noise and Equipment Restrictions,Noise and Equipment Restrictions -"2. Onsite Services. - - 2.1 Onsite visits will be charged on a daily basis (minimum 8 hours). - - 2.2 Time and expenses will be charged based on actuals unless otherwise described in an Order Form or accompanying SOW. - - 2.3 All work will be executed during regular working hours Monday-Friday 0800-1900. For work outside of these hours on weekdays, Company will charge one hundred fifty percent (150%) of the regular hourly rate and two hundred percent (200%) for Saturdays, Sundays and public holidays applicable to Company. - - 2.4 If scheduled onsite visits are cancelled less than ten (10) working days in advance of the scheduled date, Company is entitled to charge fifty percent (50%) of the expected revenue associated with this onsite activity as compensation.",Onsite Services,Onsite Services -"ICAO/IATA - - : - - Not classified as dangerous good under transport regulations. - - IMO/IMDG (maritime) - - : - - Not classified as dangerous good under transport regulations. - - Section 15. Regulatory information",Transport Regulations,Regulatory Information -Cerebellar function with finger-to-nose and shin-heel testing normal. Mild right side intention tremor. Rapid alternating movements minimally slowed.,Neurological Exam Results,Cerebellar Exam Findings -"U.S. Our local field representatives are supported by teams of dedicated customer service, catastrophe response, legal, medical, investigative, engineering, and large loss experts. Technology claims can be complex and expensive. We’ll help you manage claims to control your total risk-related costs. - - https://www.InsuranceA.com/claims",Technology Claims Management,Claims and Insurance Coverage -"The fixed rent shall be payable in advance on the first day of each calendar month commencing five months following the Commencement Date (the “Rent Commencement Date’) . Provided Tenant is not in default under any term of this Lease Tenant shall receive a rent credit for (i)) one-half of the monthly fixed rent due ($13,000.00) for the sixth month following the Commencement Date; (ii) one- half of the monthly fixed rent due ($13,000.00) for the seventh month following the Commencement Date; - - (iii) one-half of the monthly fixed rent due ($13,000.00) for the eighteenth month following the Commencement Date; and (iv) one-half of the monthly fixed rent due ($13,000.00) for the nineteenth month following the Commencement Date. - - - - At execution of this Lease, Tenant shall pay to Landlord by separate bank checks (i) the amount of $26,000.00 toward fixed rent for for the seventh month following the Commencement Date and - - (ii) the amount of $78,000.00 representing the security deposit. - - - - Tenant also covenants to pay, from time to time as provided in this Lease, as additional rent: all other amounts and obligations which Tenant assumes or agrees to pay under this Lease; a “Late Charge” equal to five percent (5%) of the overdue payment of any item of fixed or additional rent not paid within ten (10) days after the date when due (or, if a demand therefor is required by the provisions of this Lease, within ten (10) days after the date of such demand), which Late Charge shall be payable as additional rent. In the event of any failure on the part of Tenant to pay any additional rent, Landlord shall have all the rights, powers and remedies provided for in this Lease, at law, in equity or otherwise, in the case of nonpayment of fixed rent. Nothing herein shall be construed to extend the due dates of Tenant's payments under this Lease, or to waive any rights or remedies of Landlord in the event of Tenant's late payment. Tenant's obligations to pay fixed rent and additional rent shall survive the expiration of the Lease term or earlier termination of this Lease. - - - - - - The provisions of this Article are in addition to all other rights or remedies available to Landlord for nonpayment of fixed rent or additional rent under this Lease and at law and in equity. Tenant further agrees that the Late Charge imposed is fair and reasonable, complies with all laws, regulations and statutes, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of rent to Landlord by Tenant. Tenant further agrees that the Late Charge assessed pursuant to this Lease is not interest and the Late Charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant or a penalty of any kind. It is understood that said late charge is directly related to Landlord’s actual costs and expenses incurred as a result of late payment. - - - - All fixed rent and additional rent (collectively hereinafter referred to as ""rent"") shall be paid in such coin or currency (or, subject to collection, by good check payable in such coin or currency) of the United States of America as at the time shall be legal tender for the payment of public and private debts, at the office of Landlord as set forth above, or at such place and to such person as Landlord from time to time may designate. - - - - All rent shall be paid to Landlord without notice, demand, counterclaim, setoff, deduction or defense, and nothing shall suspend, defer, diminish, abate, or reduce any rent, except as otherwise specifically provided in this Lease or by law. - - - - Tenant shall make all rental payments in full. Payment or receipt of a rental payment of less than the amount stated in this Lease shall be deemed to be nothing more than partial payment on account. Under no circumstances shall Landlord’s acceptance of a partial payment constitute accord and satisfaction. Nor will Landlord’s acceptance of a partial payment forfeit Landlord’s right to collect the balance due on the account, together with applicable late charges and interest despite any endorsement, stipulation, or other statement on any check. - - - - Landlord may accept any partial payment check with any conditional endorsement without prejudice to its right to recover the balance remaining due, or to pursue any other remedy available under this Lease, law or equity. - - - - Landlord in its sole discretion may allocate without prejudice any payment in whole or in part to any due item of fixed rent, additional rent and/or any other charges or to any combination thereof. - - - - If Landlord commences any action or proceeding against Tenant, or if Landlord is required to defend any action or proceeding commenced by Tenant, in connection with this lease or the Premises, and Landlord shall be the prevailing party in any such action for proceeding, Landlord shall be entitled to recover from Tenant in such action or proceeding, or a subsequently commenced action or proceeding, Landlord's reasonable attorneys' fees, costs and disbursements and all applicable interest thereon at the statutory rate incurred in connection with such action or proceeding and any appeals, including but not limited to fees on fees incurred to collect said monies. - - - - Landlord’s failure during the Lease term to prepare and deliver any of the statements, notices, or bills for rent and/or additional rent or Landlord’s failure to make a demand, shall not in any way cause Landlord to forfeit or surrender its rights to collect any of the items of rent and/or additional rent that may have become due during the term of this Lease. Tenant’s liability for all such amounts due under this Lease shall survive the expiration of the Term. Nevertheless, any sums due under the Lease must be claimed within two years of when due or within one year from expiration of the Lease.",Rent Credit and Security Deposit,Security Deposit -"All insurance policies shall be written with insurance companies acceptable to Landlord having coverage limits required by this article, and having a policyholder rating of at least ""A-"" and a financial size category of at least ""Class ""XII"" as rated in the most recent edition of ""Best's Key Rating Guide"" for insurance companies. The commercial general liability, commercial automobile liability, and excess liability insurance policies shall name the Landlord Parties as additional insureds (on ISO CG 20 11 04 13 or equivalent for the commercial general liability policy) and require prior notice of cancellation to be delivered in writing to Landlord within the time period applicable to the first named insured. The commercial general liability, commercial automobile liability, and excess liability policies shall include an unmodified Separation of Insureds provision. The following exclusions/limitations or their equivalent(s) are prohibited: Contractual Liability Limitation CG 21 39; Amendment of Insured Contract Definition CG 24 26; any endorsement modifying the Employer's Liability exclusion or deleting the exception to it; any ""Insured vs. Insured"" exclusion except Named Insured vs. Named Insured; and any Punitive, Exemplary, or Multiplied Damages exclusion. Tenant shall furnish evidence that it maintains all insurance coverages required under this Lease (ACORD 25 for liability insurance and the ACORD 28 for Commercial Property Insurance, with copies of declaration pages, schedule of forms, and endorsement pages for each required policy) at least ten days before entering the Premises for any reason. The ACORD 25 Form Certificate of Insurance for the liability insurance policies shall specify the policy form number and edition date and shall have attached to it a copy of the additional insureds endorsement listing the Landlord Parties. Coverage amounts for the liability insurance may be increased periodically in accordance with industry standards for similar properties.",Insurance Requirements,Insurance Coverage Details -To evaluate the PK of insulin lispro following a single SC injection of LY900014 and Humalog in patients with T1DM,Evaluation Plan,Exploratory Research -"Medical History: - - +CAD w/ Left heart cath in 2005 showing 40% LAD, 50% small D2, 40% RCA and 30% large OM; 2006 TTE showing LVEF 60-65% with diastolic dysfunction, LVH, mild LA dilation +Hyperlipidemia +HTN - - +DM 2, last A1c 6.7 in 9/2005 +Asthma/COPD +GERD +h/o iron deficiency anemia",Cardiovascular and Metabolic Conditions,Medical History -"Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.",Insurance Requirements,Commercial General Liability Coverage Requirements -"46. Work To Be Performed and Water Charges - - - - Landlord shall perform no work to prepare the Premises for the Tenant’s occupancy, except that Landlord shall deliver the Premises free of any hazardous materials and with no outstanding construction liens or violations. - - - - Tenant shall maintain the submeter to register Tenant’s water consumption at Tenant’s sole cost and expense in good working order and repair, and Tenant shall pay for water consumed as shown on said water meter (“Base Water Charge”), plus Tenant’s Share of the cost of having the water meter read by a water meter reading company, within five (5) days of delivery by Landlord of a bill therefor. Tenant shall pay Tenant’s Share of sewer rent charges and assessments, if any, for the premises within five (5) days of delivery by Landlord of a bill therefor, which shall be additional rent. - - - - If not already existing, Tenant shall install a backflow prevention device that is approved by the City Department of Environmental Protection (DEP) to prevent contaminated water or chemicals from flowing back into the public drinking supply, and in connection with such installation, Tenant shall comply with all provisions set forth elsewhere in this Lease. Tenant shall pay to Landlord as additional rent annually during the term of this Lease Tenant’s Share of Landlord’s costs and expenses for maintenance, inspection, certifications, testing and to comply with all other requirements of DEP with regard the backflow prevention device servicing its Premises. Such additional rent shall be paid within twenty (20) days after demand thereof by the Landlord and shall be collectible as additional rent. Bills for same submitted by Landlord shall be conclusive evidence of the amount of such costs and expenses and shall be used for the calculation of the amounts to be paid by the Tenant.",Water Meter Maintenance and Payment,Work To Be Performed and Water Charges -"MASTER SERVICES AGREEMENT - -This Services Agreement (the “Agreement”) sets forth terms under which MagicSoft, Inc. a Washington Corporation (“Company”) located at 600 4th Ave, Seattle, WA 98104 shall provide services to Daltech, Inc., a Washington Corporation (the “Client”) located at 701 1st St, Kirkland, WA 98033. This Agreement is effective as of February 15, 2021 (“Effective Date”). - - - -A. STANDARD SOFTWARE AND SERVICES AGREEMENT - -1. Deliverables. Company shall provide Client with software, technical support, product management, development, and testing services (“Services”) to the Client as described on one or more Statements of Work signed by Company and Client that reference this Agreement (“SOW” or “Statement of Work”). Company shall perform Services in a prompt manner and have the final product or service (“Deliverable”) ready for Client no later than the due date specified in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the Change Order process defined in the applicable SOW. Client shall assist Company by promptly providing all information requests known or available and relevant to the Services in a timely manner. - -2. Onsite Services. - - 2.1 Onsite visits will be charged on a daily basis (minimum 8 hours). - - 2.2 Time and expenses will be charged based on actuals unless otherwise described in an Order Form or accompanying SOW. - - 2.3 All work will be executed during regular working hours Monday-Friday 0800-1900. For work outside of these hours on weekdays, Company will charge one hundred percent (100%) of the regular hourly rate and two hundred percent (200%) for Saturdays, Sundays and public holidays applicable to Company. - - 2.4 If scheduled onsite visits are cancelled less than ten (10) working days in advance of the scheduled date, Company is entitled to charge fifty percent (50%) of the expected revenue associated with this onsite activity as compensation. - -3. Deposit. An initial payment (the “Deposit”) of One Hundred Thousand Dollars ($100,000) is due to Company at signing. - -4. Dates of Performance. Company will begin performing services upon receipt of signed Agreement and Deposit. Unless terminated as provided in this Agreement, Company will complete Services by the Completion Date. Deliverable shall be furnished to Client within 72 hours of final payment for the Services. - -5. Change in Services. If Client desires changes to the SOW, Client shall submit to Company a written request in accordance with the change order process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Company and the Client. If additional SOW are executed, then Client shall pay Company for all services performed prior to the additional SOW before Company begins work on the new SOW. - -6. Termination. This agreement shall continue in force and effect until May 31, 2025 and shall be automatically renewed for successive one-year terms annually thereafter unless notice of non-renewal is given by the Company or the Client before the end of the term. Company shall have the right to modify, reject, or terminate any SOW and any related work in process with five days written notice to Client. In the event Company terminates the SOW prior to completion of Services, the Client shall pay Company the fees due under the SOW with respect to Services completed as of the date of termination. Payment for completed work will be deducted from the deposit. Company will retain the non-refundable 50% of the Deposit and return any unearned portion exceeding 50% of the Deposit. Any amount due for services performed by Company above the deposit will be billed to Client and Client shall promptly pay. - -7. Payment. In exchange for Company’s Services under this Agreement, the Client shall pay Company the contract price and deposit set forth above. Company will submit a final invoice to Client for all services rendered by the Services Completion Date and Client shall promptly pay. Client is restricted from using any form of the Deliverable until final payment is received. Client shall pay travel and other expenses incurred by Company in performing the Services. In the event of a good faith dispute with regard to an item appearing on an invoice, Company shall have the right to withhold the Deliverable while the parties attempt to resolve the disputes. - -8. Representations and Warranties. - - 8.1 Company’s Representation. Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation. - - 8.2 Client’s Representation. Client represents that any materials provided to Company by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation. - - 8.3 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. - -9. Indemnification. Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding elements or materials provided by Client and incorporated into the Deliverable. Additionally, Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding Client’s unauthorized use of any music, images, or other materials comprising the Deliverable. - -10. Limitation of Liability. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. - -11. Compliance with Laws. Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection. - -12. General Provisions. - - 12.1 Insurance Company will maintain during the entire Term of this Agreement, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII authorized to do business in the jurisdictions where the Company services are to be performed. - - (a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Client. - - (b) Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. - - (c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client. - - (d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client. - - Upon Client's request, Company agrees to deliver to Client a certificate(s) of insurance evidencing the coverage specified in this Section. Such certificate(s) will contain a thirty (30) day prior notice of cancellation provision. Company will be solely responsible for any deductible or self-insurance retentions. Such insurance coverage will be primary and any other valid insurance existing will be in excess of such primary insurance policies. The required insurance coverage and limits of liability set forth above shall not be construed as a limitation or waiver of any potential liability of satisfaction of any indemnification/hold harmless obligation of Company. - -12.2 Intellectual Property. - - 12.2.1 Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement. - - 12.2.2 Independently Developed Intellectual Property. Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the",Services Agreement,Standard Software and Services Agreement -"4. Hours of Operation - - - -5. - -Travel. If the Deliverable will be completed according to a fixed price SOW and travel is required, then Client must sign the Agreement and SOW and pay required Deposit at least 30 days prior to proposed travel. If the Agreement and SOW are not signed and Deposit is not received at least 30 days prior to proposed travel, Company reserves the right to amend the SOW estimate solely with regard to travel and lodging expenses so that the SOW estimate reflects actual costs incurred by Company. - - • Engineering: - - - - • Monday-Friday 6AM-6PM PST - - - - • engineering@digitalmemex.com - - - - • (206) 684-8889 - - - - - - • Support: - - - - • 24 x 7 x 365 - - - - • support@digitalmemex.com - - - - • (206) 684-8888",Hours of Operation,Travel and Lodging -"Company will maintain during the entire Term of this Agreement, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII authorized to do business in the jurisdictions where the Company services are to be performed. - - (a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Client. - - (b) Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. - - (c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client. - - (d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.",Commercial Insurance Requirements,Insurance Coverage Details -"Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required.","Assignment, Waivers & Amendments",No Assignment -"Claim Services: - - InsuranceA has over 11,000 highly trained Claim professionals located across the - - U.S. Our local field representatives are supported by teams of dedicated customer service, catastrophe response, legal, medical, investigative, engineering, and large loss experts. Technology claims can be complex and expensive. We’ll help you manage claims to control your total risk-related costs. - - https://www.InsuranceA.com/claims",Insurance Claim Services,InsuranceA Claim Services -"Tenant covenants to pay to Landlord as a net minimum rent (the ""fixed rent"") during the term of this Lease for the Premises as follows:",Fixed Rent Payment,Fixed Rent -42B. Sidewalk Use and Maintenance,Sidewalk Use and Maintenance,Sidewalk Use and Maintenance -Fees. The Services outlined in this SOW reflect the initial understanding of Client’s desired Deliverable and Company reserves the right to alter the manner in which Services are provided if Company determines different services are necessary to complete the Deliverable. Company shall provide the following Services to the Client:,Service Fees,Service Fees -Exceptions. The obligations and restrictions in Section 2 will not apply to any information or materials that:,Exceptions to Restrictions,Exceptions -Turbulence Severity Forecast/Actual:,Turbulence Severity Forecast,Turbulence Severity Forecast -Patients will be required to attend the CRU on at least 8 occasions (no more than 10 occasions if dose-finding and/or one MMTT rescheduled) as noted in the Study Schedule (see Section 2):,Study Schedule,Study Schedule -"Deductibles: By Earthquake - - PERCENTAGE - - OCCURENCE - - 01. in any one occurrence, at the following Building(s) numbered: - - 002-019 - - $50,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises loca ions.",Earthquake Deductible,Building Coverage Options -Tenant agrees that the conduct of its business and its use of the Premises and any equipment therein shall be in such a manner as:,Permitted Use,Permitted Use -"NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge; Carrier and - - Shipper agree as follows: - - ARTICLE 1 - - Section 1.1 Subject to the terms and provisions hereof, Shipper agrees to tender to Carrier an indeterminable number of Shipments (hereinafter defined) during the term of this Agreement, but not less than three - - (3) per year, and Carrier agrees to provide Suitable Equipment (hereinafter defined) to transport said Shipments, provided the booking procedures set forth in Section 1.4 herein are followed and Carrier agrees to transport such - - shipments in accordance with the terms and conditions stated herein. - - Section 1.2 A Shipment shall consist of a full trailer load of Commodities. Suitable Equipment means (i) a refrigerated trailer that is at least 55 feet long and 102 inches wide, that will haul a minimum of 50000 pounds gross weight of product, with each said trailer being clean, insect and rodent free, odor free, water tight and uncontaminated by prior use, not ever having been used for transportation or storage of toxic chemicals of any kind, including, without limitation, insecticides, rodenticides, and/or hazardous materials, substances or chemicals, unless otherwise agreed upon in writing by waiver of specified materials executed by Shipper’s Sr. Vice President of Quality Control and Vice President of Risk Management, at Shipper’s sole discretion, prior to Shipment; and (ii) a tractor power unit with sufficient power for towing the trailer, in good operating condition and repair, and with a driver experienced in handling the transportation of Commodities with such a rig and trailer and with a good driving - - record. - - Section 1.3 Carrier shall furnish to Shipper a copy of the United States Department of Transportation General Motor Carrier Safety Administration Form MCS-150, Form MCS-90, and Form BMC-91X filed by Carrier as well - - as subsequent updates for the duration of the business relationship. - - Section 1.4 When Shipper desires Carrier to transport a Shipment, Shipper will notify Carrier by e- mail, Electronic Data Interchange (EDI), verbally and/or by facsimile, specifying the load, the destination, and the date by which the load must reach the destination. Carrier will either accept or reject the opportunity to transport the Shipment by return e-mail, EDI, and/or facsimile to the Shipper in Section 13.4. If Carrier accepts, Carrier will be bound by the terms of this Agreement with respect to each such Shipment. If Carrier rejects, the rejected load will be - - considered as an allocated load to the Carrier in accordance with Shipper obligations to award Carrier primary - - coverage of said lane. - - Section 1.5 Time is of the essence in Carrier’s performance of its obligations hereunder, and Carrier agrees to provide timely communication relative to load tenders and to transport all Shipments with prompt and reasonable dispatch in accordance with scheduled delivery dates set by Shipper and its customers, as communicated to Carrier as set forth in Section 1.4 herein, subject, however, to compliance by Carrier with applicable laws and - - regulations and to conditions beyond Carrier’s control. - - ARTICLE 2 - - Compensation - - Section 2.1 Carrier shall be compensated for each Shipment in accordance with the rates set forth on IBIDTransport.com, a web-based rate management system, or based on the delivery destination of the cargo, the total number of tons of cargo hauled by Carrier and the agreed upon rate as contained in the applicable purchase order. The fees paid to Carrier shall be no more favorable than the fees paid by Shipper to any other third party carrier. User name and password will be issued by Ilens Logistics Group at the request of Sandy’s Express. Carrier agrees that “P. C. Miler v.14” shortest miles option shall be utilized as the basis for computing the mileage from the point of origination of a shipment to the point of destination of a Shipment. Any deviation from this aforementioned method must be approved in advance in writing by Shipper. - - Section 2.2 Carrier represents and warrants that, during the term of this Agreement, the rates agreed upon hereunder as may be modified in accordance with the terms hereof from time to time, together with all charges, surcharges, rebates, discounts, incentives and allowances agreed upon by the parties (collectively, “Pricing Terms”), offered to Sandy’s Express under this Agreement, are and will remain as favorable as, or better than the Pricing Terms offered by Carrier to any other shipper shipping similar products in like quantities. In the event that Carrier at any time agrees, in writing or otherwise, to Pricing Terms with another shipper that are in any way more favorable than the Pricing Terms agreed to with Sandy’s Express, Carrier shall promptly notify Sandy’s Express in writing and offer such terms to Sandy’s Express. In the event Sandy’s Express accepts such modified terms, the parties shall promptly prepare and execute an amendment to this Agreement reflecting such revised terms. Carrier (or its applicable subsidiary) shall annually on the anniversary of this Agreement, certify to Sandy’s Express that Carrier - - remains in compliance with this provision. - - Section 2.3 At the time the Shipment is fully delivered, an invoice covering that Shipment will be generated by Carrier and delivered to Shipper, in accordance with the rates Carrier places in IBID, or based on the delivery destination of the cargo, the total number of tons of cargo hauled by Carrier and the agreed upon rate as contained in the applicable purchase order. The invoice will be due and payable thirty (30) days from the date of receipt of the invoice, provided that on or before said date Shipper has received from Carrier (i) duly executed receipt(s) from whom delivery was made concerning the applicable invoice, and (ii) such other supporting materials as Shipper may reasonably require. - - Section 2.4 Carrier shall maintain complete and accurate records of each Shipment and all transactions under - - this Agreement, including all supporting documentation and proof of delivery, and in a manner consistent with generally acceptable accounting procedures. Within two (2) days notice by Shipper, Carrier shall provide Shipper and/or its representatives with access to and the right to examine all records involving any transaction related to the Agreement. Such right shall be for the period covered by this Agreement and until the expiration of five (5) years - - after termination of this Agreement. - - ARTICLE 3 - - Payment of Rates and Charges - - Section 3.1 Within thirty (30) days after Shipper’s receipt of Carrier’s delivery receipt, Shipper shall pay Carrier the rates and charges applicable to the shipment of cargo. In exchange for Shipper’s guarantee of prompt payment, (i) agrees not to contact Shipper’s customers, consignors, consignees or any party other than Shipper - - concerning payment for transportation services; and, (ii) agrees to indemnify, defend, and hold Shipper, its customers, consignors, and consignees harmless from any claim or demand made by any subcontractor of Carrier or other party for payment for transportation services related to a shipment of cargo tendered under this Agreement. - - Section 3.2 Any claim for overpayment or underpayment for transportation services provided pursuant to this Agreement shall be presented by the party asserting the claim to the other party within sixty (60) days of discovery of the claim, but in no event will any such claim(s) be asserted more than one hundred eighty - - (180) days after the delivery of the shipment or shipments giving rise to any such claim. Claims shall be supported by appropriate documentation showing the amount of the overcharge or the undercharge, as the case may be. The - - Parties shall pay, deny, or make a firm compromise offer within forty-five (45) days of receiving a claim. - - Section 3.3 Carrier will pay all licenses, fees, taxes, fuel tax payments, road tax, equipment use fees or taxes, equipment license fees, driver’s license fees, tolls and any other fees and fines that may be assessed on its - - equipment or its operations. - - ARTICLE 4 - - Term - - Section 4.1 - - This Agreement shall be continuously in effect beginning as of the Effective Date, unless - - terminated as herein provided. - - Section 4.2 - - Either party may terminate this Agreement for any ",Term of Agreement,Subject of Agreement -"54. Insurance - - - - Tenant, at all times during the term of this Lease and at Tenant's expense, shall provide and keep in force with insurers reasonably approved by Landlord Commercial General Liability insurance against all claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Premises, such insurance (a) to be on an occurrence basis with a general aggregate of not less than - - $3,000,000, including umbrella coverage, (b) to cover at least the following hazards (1) Premises and operations, including but not limited to flooding, backup of sewers and drains, burglary, theft, and plate glass (2) Tenant's independent contractors; (3) contractual liability for all written and oral contracts; and (4) contractual liability covering the indemnitees contained elsewhere in this Lease, and Liquor Law legal liability insurance. - - - - All insurance maintained by Tenant pursuant to this Article shall name Landlord and Landlord’s managing agent as additional insureds and shall name Tenant as the insured, shall provide that any loss shall be payable notwithstanding any act or failure to act or negligence of Landlord, Tenant or any other person, shall provide that no cancellation, reduction in amount, or material change in coverage thereof will be effective until at least thirty days after mailing by the insurer to Landlord of written notice thereof, and shall be satisfactory to Landlord, acting reasonably, in all other respects. All insurance provided for herein shall be obtained under valid and enforceable policies, issued by financially sound and responsible insurance companies authorized, licensed and admitted to do business in the state in which the Premises and building are located and reasonably approved by Landlord. The insurance companies must have a general policy rating of A or better and a financial class of IX or better by AM Best Co., Inc. - - - - Tenant hereby waives any and all rights of recovery against Landlord, its officers, members, agents, and employees, occurring on or arising out of the use and occupation of the Premises or the building to the extent such loss or damage is covered by proceeds received from insurance required under this Lease to be carried. This waiver of subrogation provision shall be limited to loss or damage to the property of Landlord and Tenant and bodily injury to employees, officers, agents of each party and any other injured member of the public. Tenant shall indemnify Landlord against any loss or expense, including reasonable attorneys’ fees, resulting from the failure to obtain such waiver. This waiver shall be in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with respect to any loss of, or damage to, property of the parties hereto or bodily injury to either party or to members of the public. Inasmuch as the above waiver will preclude the assignment of any aforesaid claim by way of subrogation to an insurance company, Tenant agrees immediately to give to each insurance company providing a policy described in this Article, written notice of the terms of said waiver, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverages by reason of said waiver. - - - - Upon the execution of this Lease and thereafter not less than fifteen days prior to the expiration date of any policy delivered pursuant to this Article, Tenant shall deliver to Landlord the originals of all policies or renewal policies, as the case may be, required by this Lease, bearing notations evidencing the payment of the premiums therefor, which premiums may be paid by Tenant in installments if such payment of premiums by installments is provided for and permitted by such original or renewal policies . In lieu of any such policies, Tenant may deliver certificates of the insurer, in form and substance satisfactory to Landlord, as to the issuance and effectiveness of such policies and the amounts of coverage afforded thereby, accompanied by copies of such policies. Such insurance may be provided through a blanket policy or policies in form and substance satisfactory to Landlord. Such blanket policies shall provide specific allocation to the demised premises of the coverage afforded thereby, and shall give to Landlord no less protection than that which would be afforded by separate policies. - - - - If at any time Tenant shall neglect or fail to provide or maintain insurance or to deliver insurance policies in accordance with this Article, Landlord may effect such insurance as agent for Tenant, by taking out policies in a company satisfactory to Landlord, and the amount of the premiums paid for such - - - - - - insurance shall be paid by Tenant to Landlord on demand. Landlord, in addition to Landlord's other rights, powers and remedies, shall be entitled to recover as damages for any breach of this Article the uninsured amount of any liability, claim, loss, damage or expense, including reasonable attorneys' fees, suffered or incurred by Landlord, and shall not be limited in the proof of damages which Landlord may claim against Tenant to the amount of the insurance premiums not paid or incurred by Tenant which would have been payable for such insurance.",Commercial General Liability Insurance,Insurance -"Airport: - - Runway Surface Type: - - Airport Elevation: - - Runway Surface Condition: - - Runway Used: - - IFR Approach: - - Runway Length/Width: - - VFR Approach/Landing:",Airport Specifications,US TSCA Regulations -"Tenant agrees to wash the storefront, including the bulkhead and security gate, from the top to the ground, monthly or more often as Landlord reasonably requests and make all repairs and replacements as and when deemed necessary by Landlord, to all windows and plate and other glass in or about the Premises and the security gate, if any. In case of any default by Tenant in maintaining the storefront as herein provided, Landlord may do so at its own expense and bill the cost thereof to Tenant as additional rent.",Storefront Maintenance,Wash and Maintain Storefront -"001 - - 10/13 - - 0 - - BUSINESS AUTO COVERAGE FORM - - 121 - - 02/99 - - 0 - - LIMITED MEXICO COVERAGE - - 196 - - 10/13 - - 0 - - TEXAS CHANGES - - 243 - - 11/13 - - 1 - - TEXAS CHANGES - CANCELLATION AND NONRENEWAL - - 384 - - 10/13 - - 0 - - EXCLUSION OF TERRORISM - - 017 - - 11/98 - - 1 - - COMMON POLICY CONDITIONS - - 021 - - 09/08 - - 0 - - NUCLEAR ENERGY LIABILITY EXCLUSION - - 278 - - 12/13 - - 0 - - IMPORTANT NOTICE FAIR CREDIT REPORTING ACT - - 158 - - 05/20 - - 0 - - TEXAS CONSUMER PROTECTION NOTICE - - 913 - - 05/20 - - 0 - - TEXAS LOSS CONTROL SERVICES",Policy Endorsements,Alcoholic Beverage Sales -"Methods and materials for containment and cleaning up - - Small spill - - : - - Move containers from spill area. Vacuum or sweep up material and place in a designated, labeled waste container. Dispose of via a licensed waste disposal contractor. - - Large spill - - : - - Move containers from spill area. Prevent entry into sewers, water - - courses, basements or confined areas. Vacuum or sweep up material and place in a designated, labeled waste container. Dispose of via a licensed waste disposal contractor. Note: see Section 1 for emergency - - MOTOR RED II - - Version Number 1.3 - - Page 5 of 14 - - Revision Date 12/10/2015 - - Print Date 12/11/2015 - - contact information and Section 13 for waste disposal. - - Section 7. Handling and storage",Spill Cleanup Procedures,Methods and Materials for Containment and Cleaning -"The provisions of this Article are in addition to all other rights or remedies available to Landlord for nonpayment of fixed rent or additional rent under this Lease and at law and in equity. Tenant further agrees that the Late Charge imposed is fair and reasonable, complies with all laws, regulations and statutes, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of rent to Landlord by Tenant. Tenant further agrees that the Late Charge assessed pursuant to this Lease is not interest and the Late Charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant or a penalty of any kind. It is understood that said late charge is directly related to Landlord’s actual costs and expenses incurred as a result of late payment.",Late Charge,Late Charge -"Tenant shall not directly or indirectly create or permit to be created any mortgage, lien, security interest, pledge, conditional sale, or other encumbrance on the Premises or any part thereof, Tenant's interest under this Lease, or any rent hereunder. The foregoing shall not apply to liens for impositions not yet due, or liens of mechanics, materialmen, suppliers or vendors, incurred in the ordinary course of business for sums which are not yet due, provided that adequate provision for the payment thereof shall have been made and the following paragraph is complied with. - - - - If, in connection with any work being performed by or for Tenant or any subtenant, or in connection with any materials being furnished to Tenant or any subtenant, any mechanic's lien or other lien or charge shall be filed or made against the Premises or any part thereof, or if any such lien or charge shall be filed or made against Landlord, then Tenant, at Tenant's expense, within 30 days after such lien or charge shall have been filed or made, shall cause the same to be canceled and discharged of record by payment thereof or filing a bond or moving to file a bond or otherwise. Tenant promptly and diligently shall defend any suit, action or proceeding which may be brought for the enforcement of such lien or charge; shall satisfy and discharge any judgment entered therein within ten days after the entry of such judgment by payment thereof or filing a bond or otherwise; and on demand shall pay any and all liability, claim, loss, damage or expense, including reasonable attorneys' fees, suffered or incurred by Landlord in connection therewith.",No Encumbrances Allowed,Lien Exculpation -"8. DEFAULT. - - 8.1 Events of Default. Each of the following shall be an event of default under this Lease: (a) Tenant fails to make any payment of Rent when due; (b) Tenant or any Guarantor for Tenant's obligations under this Lease becomes bankrupt or insolvent or makes an assignment for the benefit of creditors or takes the benefit of any insolvency act, or if any debtor proceedings are taken by or against Tenant or any Guarantor, or any Guarantor dies; (c) Tenant abandons the Premises; (d) Tenant transfers this Lease in violation of the Assignment or Subletting article; (e) Tenant fails to deliver an estoppel certificate or subordination agreement or maintain required insurance coverages within the time periods required by this Lease; (f) Tenant does not comply with its obligations to vacate the Premises under the End of Term article of this Lease; or (g) Tenant fails to perform any other obligation under this Lease. - - 8.2 Remedies. If Tenant defaults, in addition to all remedies provided by law, including the right to terminate this Lease, Landlord may declare the entire balance of all Rent due under this Lease for the remainder of the Lease Term to be forthwith due and payable and may collect the then present value of the Rents (calculated using a discount rate equal to the discount rate of the branch of the Federal Reserve Bank closest to the Premises in effect as of the date of the default). Tenant waives all rights of redemption or to prevent a forfeiture that it has under applicable law after this Lease has been terminated or Tenant has surrendered or abandoned the Premises or has been evicted or otherwise dispossessed from the Premises. - - 8.3 Landlord's Right to Perform. If Tenant defaults, Landlord may, but shall have no obligation to, perform the obligations of Tenant, and if Landlord, in doing so, makes any expenditures or incurs any obligation for the payment of money, including reasonable attorneys' fees, the sums so paid or obligations incurred shall be paid by Tenant to Landlord upon receipt of a bill or statement to Tenant therefor. - - 8.4 Late Charges, Interest, and Bad Checks. If any payment due Landlord shall not be paid within five days of the date when due, Tenant shall pay, in addition to the payment then due, an administrative charge equal to the greater of (a) 5% of the past due payment; or (b) $500. All payments due Landlord shall bear interest at the lesser of: (a) 18% per annum, or (b) the highest rate of interest permitted to be charged by applicable law, accruing from the date the obligation arose through the date payment is actually received by Landlord, including after the date of any judgment against Tenant. If any check given to Landlord for any payment is dishonored for any reason whatsoever not attributable to Landlord, in addition to all other remedies available to Landlord, upon demand, Tenant will reimburse Landlord for all insufficient funds, bank, or returned check fees, plus an administrative fee not to exceed the maximum amount prescribed by law. In addition, Landlord may require all future payments from Tenant to be made by ACH payments, or by Federal Reserve wire transfer to Landlord's account. - - 8.5 Limitations. None of the Landlord Parties shall ever have any personal liability to Tenant. No person holding Landlord's interest shall have any liability after such person ceases to hold such interest, except for any liability accruing while such person held such interest. TENANT SHALL LOOK SOLELY TO LANDLORD'S ESTATE AND INTEREST IN THE BUILDING FOR THE SATISFACTION OF ANY CLAIMS BY TENANT OF ANY KIND WHATSOEVER ARISING FROM THE RELATIONSHIP BETWEEN THE PARTIES OR ANY RIGHTS AND OBLIGATIONS THEY MAY HAVE RELATING TO THE PROJECT, THIS LEASE, OR ANYTHING RELATED TO EITHER, AND NO OTHER ASSETS OF LANDLORD SHALL BE SUBJECT TO LEVY, EXECUTION, OR OTHER ENFORCEMENT PROCEDURE FOR THE SATISFACTION OF TENANT'S RIGHTS OR REMEDIES, OR ANY OTHER LIABILITY OF LANDLORD TO TENANT OF WHATEVER KIND OR NATURE. No act or omission of Landlord or its agents shall constitute an actual or constructive eviction of Tenant or a default by Landlord as to any of its obligations under this Lease unless Landlord shall have first received written notice from Tenant of the claimed default and shall have failed to cure it after having been afforded reasonable time in which to do so, which in no event shall be less than 30 days. Further, Tenant waives any claims against Landlord that Tenant does not make in writing within 30 days of the onset of the cause of such claim. - - 8.6 Presumption of Abandonment. It shall be conclusively presumed that Tenant has abandoned the Premises if Tenant fails to keep the Premises open for business during regular business hours for ten consecutive days while in monetary default. Any grace periods set forth in this article shall not apply to the application of this presumption. - - 8.7 Multiple Defaults. Tenant acknowledges that any rights or options to extend the Lease Term, expand or contract the size of the Premises, terminate this Lease, have Building or monument signage, or other similar special rights or options, that have been granted to Tenant under this Lease are conditioned on the prompt and diligent performance of the terms of this Lease by Tenant. Accordingly, should Tenant, on three or more occasions during any 12-month period or on four or more occasions during any 36-month period or on six or more occasions during the Lease Term (each of these cases being a “Multiple Defaults Trigger”), (a) fail to pay any installment of rent when due; or (b) otherwise default under this Lease in a non-monetary manner; in addition to all other remedies available to Landlord, then all such rights and options shall automatically, and without further action on the part of any party, expire and be deemed canceled and of no further force and effect. The total number of events under both (a) and (b) above cumulatively will be added together to determine whether Tenant has reached one of the three thresholds resulting in a loss of rights as provided in this section.",Default and Remedies,Default and Remedies -"(i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving party;",Publicly Available Information,Public Knowledge -"+CAD w/ Left heart cath in 2005 showing 40% LAD, 50% small D2, 40% RCA and 30% large OM; 2006 TTE showing LVEF 60-65% with diastolic dysfunction, LVH, mild LA dilation +Hyperlipidemia +HTN",Cardiac History and Tests,Cardiovascular Exam -BUILDINGS OR PREMISES - BANK OR OFFICE -,Building Details,Building Coverage Details -Last Flight Review or Equivalent:,Last Flight Review or Equivalent,Last Flight Review or Equivalent -"Medications: - - Theophyline (Uniphyl) 600 mg qhs – bronchodilator by increasing cAMP used for - - treating asthma Diltiazem 300 mg qhs – Ca channel blocker used to control hypertension Simvistatin (Zocor) 20 mg qhs- HMGCo Reductase inhibitor for hypercholesterolemia Ramipril (Altace) 10 mg BID – ACEI for hypertension and diabetes for renal protective - - effect - - Glipizide 5 mg BID (diabetes) – sulfonylurea for treatment of diabetes Omecprazole (Prilosec) 20 mg daily (reflux) – PPI for treatment of ulcers Gabapentin (Neurontin) 100 mg qhs – modulates release of neurotransmitters to treat - - diabetic neuropathy Metformin 500 mg qam – biguanide used to treat diabetes Aspirin 81 mg qam - prophylaxis for MI and TIA Servant 1puff bid - - - Fluticasone (Flovent) 2 puff bid - corticosteroid to treat airways in asthma/copd xoperex 1.25mg and Ipratropium 2.5 ml nebulized qam - anticholinergic to treat airways - - in COPD",Medication Regimen,Medication Use -"Tenant shall not use or permit the use of the Premises or any part thereof as a discotheque, or for dancing of any kind or nature nor allow any sounds to be heard, recorded or measured in any portion of the Building outside of the Premises above 45 decibels or in violation of any law, rule or ordinance including the New York Administrative Code or in any way which would violate any of the other covenants, agreements, terms, provisions and conditions of this Lease or for any unlawful purposes or in any unlawful manner, which is a substantial obligation of this Lease, a breach of which shall constitute a ground for termination of the Lease. Tenant shall be allowed to play only recorded music in the Premises. Tenant shall not permit live music to be played in the Premises. Landlord makes no representation that the playing of recorded music is permitted under applicable laws and/or government regulations. The decibel level of any music played by Tenant or vibrations emanating therefrom shall not unreasonably disturb any tenants of the Building. Tenant, at its sole cost and expense, shall install sound proofing and take such other steps, including installation of vibration eliminators, false ceilings and noise barriers, as are required in the reasonable determination of Landlord to prevent noise and vibrations from disturbing any tenants of the Building. If reasonably requested by Landlord, Tenant shall submit to Landlord a plan of the steps taken to prevent noise and vibration for Landlord’s approval, which plan shall address the issues of vibrations and noise emanating from any source within the Premises, including any kitchen, cleaning, ventilation or other equipment therein, and shall complete all work in accordance with such plan, or if approved, prior to commencement of business. If the steps taken to eliminate noise or vibration, whether or not Landlord previously approved such steps, shall reasonably be deemed unsatisfactory to Landlord,",No Nuisance,Permitted Use and No Violation -"Male patients: - - i. No male contraception required except in compliance with specific local government requirements",Male Contraception Requirements,No Male Contraception Requirements -"InsuranceA Risk Control: Our Expertise is Your Advantage - - InsuranceA Risk Control is an innovative provider of cost-effective risk management services and products. As one of the largest Risk Control departments in the industry, our scale allows the right resource at the right time to meet customer needs. For over 110 years, our loss prevention professionals have assisted agents, brokers and customers across the country and around the world. - - https://www.InsuranceA.com/risk-control - - Claim Services: - - InsuranceA has over 11,000 highly trained Claim professionals located across the - - U.S. Our local field representatives are supported by teams of dedicated customer service, catastrophe response, legal, medical, investigative, engineering, and large loss experts. Technology claims can be complex and expensive. We’ll help you manage claims to control your total risk-related costs. - - https://www.InsuranceA.com/claims",Risk Management Services,Claims Services -"This Services Agreement (the “Agreement”) sets forth terms under which MagicSoft, Inc. a Washington Corporation (“Company”) located at 600 4th Ave, Seattle, WA 98104 shall provide services to Daltech, Inc., a Washington Corporation (the “Client”) located at 701 1st St, Kirkland, WA 98033. This Agreement is effective as of February 15, 2021 (“Effective Date”).",Agreement Preamble,Applicability and Enforcement Rights -"In the event any cargo shipped hereunder is recalled pursuant to a Class I Recall under regulatory standards promulgated by the U.S.D.A. (“Recall”), whether initiated by Shipper or by decision, action or",Recall Provision,Recall -"Sinus bradycardia with rate of 59. Normal intervals (PR = 0.14, QRS = 0.08 Qtc = 0.450) and normal axis. No ventricular hypertrophy or atrial enlargement. No signs of ischemia/infarct. No change from previous EKG (9/05).",EKG Findings,EKG Findings -"Tenant shall not use or permit the use of the Premises or any part thereof as a discotheque, or for dancing of any kind or nature nor allow any sounds to be heard, recorded or measured in any portion of the Building outside of the Premises above 45 decibels or in violation of any law, rule or ordinance including the New York Administrative Code or in any way which would violate any of the other covenants, agreements, terms, provisions and conditions of this Lease or for any unlawful purposes or in any unlawful manner, which is a substantial obligation of this Lease, a breach of which shall constitute a ground for termination of the Lease. Tenant shall be allowed to play only recorded music in the Premises. Tenant shall not permit live music to be played in the Premises. Landlord makes no representation that the playing of recorded music is permitted under applicable laws and/or government regulations. The decibel level of any music played by Tenant or vibrations emanating therefrom shall not unreasonably disturb any tenants of the Building. Tenant, at its sole cost and expense, shall install sound proofing and take such other steps, including installation of vibration eliminators, false ceilings and noise barriers, as are required in the reasonable determination of Landlord to prevent noise and vibrations from disturbing any tenants of the Building. If reasonably requested by Landlord, Tenant shall submit to Landlord a plan of the steps taken to prevent noise and vibration for Landlord’s approval, which plan shall address the issues of vibrations and noise emanating from any source within the Premises, including any kitchen, cleaning, ventilation or other equipment therein, and shall complete all work in accordance with such plan, or if approved, prior to commencement of business. If the steps taken to eliminate noise or vibration, whether or not Landlord previously approved such steps, shall reasonably be deemed unsatisfactory to Landlord, - - - - - - Landlord shall give notice specifying the changes, alterations or repairs to be made at Tenant’s sole expense. If such changes, alterations or repairs are not completed or repairs are not being diligently made within thirty days of such notice as specified by Landlord, Landlord may, at its sole discretion, either (i) cure such condition and thereafter add the cost and expenses incurred by Landlord therefor as Additional Rent to the next monthly installment of Fixed Rent to become due; or (ii) treat such failure to eliminate noise and vibration as a material default hereunder. - - - - Tenant shall not suffer, allow or permit any vibration, noise, or other undesirable effects to emanate from the Premises, or any equipment or other installation, including but not limited to any ventilation fan, motor and related equipment located on the roof of the Building or elsewhere, that services the Premises, if any, or otherwise suffer, allow, or permit the same to constitute a nuisance or otherwise interfere with the safety, comfort or convenience of the Landlord or any other occupant of the Building. All installations which Tenant may make at or in respect of the Premises shall be placed and maintained by Tenant in settings and in such other manner as shall be reasonably sufficient to prevent vibration and to minimize noise, odors or annoyance of any kind. Tenant shall submit to Landlord for Landlord's prior written approval complete mechanical plans showing the location and installation details of all mechanical equipment, provided that any approval by Landlord shall not be construed to mean that Landlord agrees that such mechanical or other equipment complies with or will function in a manner which will cause Tenant to be in compliance with any of the terms and conditions of this Lease. - - - - Tenant shall at all times make its best efforts to disperse its customers and limit the number of its customers smoking in front of the Premises to no more than three persons at any one time, including but not limited to directing its customers to leave the area in front of the Premises when the Premises is at its full legal capacity. Tenant shall also take appropriate measures concerning its customers who congregate outside the Premises to encourage such customers to remain reasonably quiet and respectful.",No Nuisance,Permitted Use and No Violation -"Company will begin performing services upon receipt of signed Agreement and Deposit. Unless terminated as provided in this Agreement, Company will complete Services by the Completion Date. Deliverable shall be furnished to Client within 72 hours of final payment for the Services.",Service Start and Completion,Performance and Payment -"Upon the completion or abandonment of the Purpose, and in any event upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies), and any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by or on behalf of the receiving party that contain or are based upon the disclosing party’s Confidential Information.",Return of Confidential Information,Return of Confidential Information -"57. Assignment and Subletting - - - - Tenant expressly covenants that Tenant shall not voluntarily or involuntarily assign, encumber, mortgage or otherwise transfer this Lease, or sublet the Premises or any part thereof, or suffer or permit the Premises or any part thereof to be used or occupied by others, by operation of law or otherwise, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. or conditioned. Absent such consent, any act or instrument purporting to do any of the foregoing shall be null and void. - - - -The transfer of a majority of the capital stock of any corporate tenant, or of a majority of the total interests in any partnership tenant or limited liability company tenant, however accomplished and whether in a single transaction or a series of transactions, shall be deemed an assignment of this Lease, except that a transfer of stock for purposes hereof shall not include sales of stock by persons through the ""over-the-counter market"" or a recognized stock exchange other than sales by ""insiders"" within the meaning of the Securities Exchange Act of 1934 as amended. Notwithstanding the foregoing, Tenant may assign this Lease or sublet all or any portion of the Premises without Landlord’s consent being required (a “Permitted Assignment”) to a corporation or other entity into which or with which Tenant is merged or consolidated or to an entity to which substantially all of the assets of Tenant are transferred, or, if Tenant is a partnership or limited liability company, to a successor, entity, and Tenant may sublet the Premises or assign the Lease to subsidiaries or affiliates of Tenant for so long as any such subsidiary or affiliate shall retain the status of a subsidiary or affiliate of Tenant. For purposes hereof, a ""subsidiary"" or ""affiliate"" shall mean a corporation or other entity of which at least fifty-one percent of the common stock is owned by Tenant or a partnership of which at least fifty-one percent of the equity or other ownership interest in your is owned by Tenant or is controlled by or is under common control with Tenant. - - Except in connection with an Assignment to an affiliate, successor or to a coporation intio which Tenant is merged or consolidated, or to an entity to which substantially all of the assets of Tenant are transferred, if Tenant desires to assign this Lease or sublet all or any portion of the Premises, Tenant shall submit to Landlord in writing: the name and address of the proposed assignee or subtenant and of its principals; a counterpart of the proposed agreement of assignment or sublease and all other instruments or agreements pertaining thereto; such information as to the nature and character of the business of the proposed assignee or subtenant and of its principals, and the proposed use of the space, as Landlord reasonably may request; banking, financial or other credit information relating to the proposed assignee or subtenant and of its principals, sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant or its principals; and a statement of all sums or other consideration paid or to be paid to or by Tenant by or for the account of the assignee or subtenant and its principals, in connection with such assignment or sublease, including without limitation sums paid or to be paid for the sale or rental of Tenant's fixtures, Leasehold improvements, equipment, furniture, furnishings or other personal property. Tenant shall pay all of Landlord's costs and expenses, including reasonable attorneys' fees, incurred in connection with the review of any proposed assignment or - - - - - - sublease, and the review, preparation and/or execution of any documents pertaining to any proposed assignment or sublease. - - - - No such assignment or transfer, irrespective of any consent by Landlord, shall be effective unless the assignee shall execute, acknowledge and deliver to Landlord a recordable agreement, in form and substance satisfactory to Landlord, whereby the assignee shall assume the obligations and performance of this Lease and shall agree to be bound by all of the terms, covenants and conditions of this Lease, including restrictions on use, to be observed, performed or complied with by Tenant, and whereby the assignee shall agree that the provisions of this Article shall continue to be binding upon it in the future notwithstanding such assignment or transfer. No sublease shall be effective, irrespective of any consent of Landlord, unless the subtenant shall execute and deliver to Landlord a recordable agreement, in form and substance satisfactory to Landlord, whereby the subtenant agrees to comply with all applicable terms, covenants and conditions of this Lease, including restrictions on use, to be complied with by Tenant hereunder. - - - - - - In no event shall Tenant be entitled to assign this Lease or to sublet all or any portion of the Premises to: any tenant or occupant of any other space in the Building, or to any affiliate (within the meaning of Rule 144 adopted pursuant to the Securities Act of 1933) of any tenant or occupant of other space in the Building; any person or entity who has dealt with Landlord or Landlord's agents, directly or through a broker, with respect to space in the Building during the twelve months preceding the assignment or subletting; or any person or entity whose business or activities or intended use of the Premises is not in keeping with the standards of the Building. In no event shall Tenant be entitled to assign this Lease or sublet the Premises or any part thereof if there shall be any default by Tenant, beyond any applicable grace period, under any term, covenant or condition of this Lease. - - - - The Landlord's consent to an assignment, encumbering, transfer or subletting shall not be deemed or construed as a consent to any further assignment, encumbering, transfer or subletting, or a waiver of this provision of this Article. A modification, amendment or extension or a sublease shall be deemed a new subletting for purposes of the prohibitions contained in this Article. Any person or representative of Tenant to whom Tenant's interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article. - - - - No assignment of this Lease or acceptance of rent by Landlord from any assignee or other party shall discharge or release Tenant or any person, firm, or corporation which previously assumed Tenant's obligations hereunder, and Tenant and such persons, firms and corporations shall remain liable for the payment of rent due and to become due under this Lease and for the performance and observance of all of the terms, covenants and conditions of this Lease on the part of Tenant to be observed or performed for the balance of the term of this Lease as if no assignment has been effected. If this Lease is assigned, whether or not in violation of this Article, Landlord may collect rent from the assignee. If the demised Premises or any part thereof are sublet or occupied by anybody other than Tenant, Landlord, after any default by Tenant, may collect rent from the subtenant or occupant, and apply the net amount collected to the rent due hereunder. Such collection of rent by Landlord shall not be deemed or construed as a waiver of the provisions hereof, the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance and observance by Tenant of the terms, covenants and conditions of this Lease. - - - - (a) Whether or not the proposed assignment or sublease is finalized, Tenant shall pay Landlord the minimum sum of $750.00 to reimburse Landlord for the administrative costs of review and processing of Tenant’s proposed assignment or sublease, in each instance; and if, in connection therewith, Landlord incurs expenses in excess of said $750.00 amount, including but not limited to reasonable expenses for attorneys’ fees and disbursements, architectural fees, engineering or other professional fees, then Tenant shall pay Landlord the amount of such excess fees as additional rent within ten (10) days of Landlord’s submission to Tenant of bills for same. Upon submission to Landlord of Tenant’s request for consent to an assignment or sublease, Tenant shall deliver to Landlord a bank check payable to Landlord in the sum of $3,500.00 (“Application Costs Prepayment”) which shall be applied to Landlord’s legal fees and other costs incurred in connection with Landlord’s review and processing of Tenant’s request for - - - - - - - - - - consent to such assignment or sublease. In the event that Landlord’s costs in this regard are less than such Application Costs Prepayment, Landlord will refund to Tenant the difference between Landlord’s costs incurred and the amount of the Application Costs Prepayment. - - - - - - (b) In the event that this Lease is assigned or the Premises are sublet (except for any assignment or subletting which does not result in a change of beneficial ownership of this Lease, of in connection with an Assignment to an affiliate, successor or to a coporation intio which Tenant is merged or consolidated, or to an entity to which substantially all of the assets of Tenant are transferred), it shall be a condition of such assignment or subletting that Tenant shall deposit or arrange for the deposit with Landlord as security hereunder an additional amount equal to two (2) months fixed rent at the rate then in effect for the first assignment or subletting and an additional (2) months fixed rent at the rate then in effect for each and every subsequent assignment or subletting. - - - - - - Upon the execution of this Lease, Tenant shall provide Landlord with the name and stock interest of each Shareholder of the Tenant, if it be a corporation, or, name and percentage interest of each Member of the Tenant if it be a Limited Liability Company. Any such cor",Assignment and Subletting,Assignment and Subletting -"As to United States law: - - General Counsel or Associate General Counsel - - The Goldman Sachs Group, Inc. - - 200 West Street",US Legal Contact,Legal Matters -"EXHIBIT E – Tenant’s Work - - - - - - (Signature Page to Follow) - - - - - - - - - - - - BIRCH STREET, LLC - - Landlord - - - - - - By: - - - - - - Trutone Lane LLC - - Tenant - - - - - - By: - - - - - - ACKNOWLEDGMENTS",Tenant's Work Agreement,Acknowledgment -In no event shall the annual fixed rent under this Lease be reduced by virtue of this Article,Fixed Rent Unaffected,No Reduction in Fixed Rent -Combined Direct Damage and Time Element - in any,Combined Direct Damage,Insurance Coverage Details -"To the extent the terms and conditions of this SOW are inconsistent with those of the Agreement, the terms of this SOW will control with respect to the Services described herein. Capitalized terms used herein shall have the same meaning as those used in the Agreement.",SOW Precedence,Inconsistency with Agreement -"NTSB accident and incident dockets serve as permanent archival information for the NTSB’s investigations. Dockets released prior to June 1, 2009 are publicly available from the NTSB’s Record Management Division at pubinq@ntsb.gov, or at 800-877-6799. Dockets released after this date are available at http://dms.ntsb.gov/pubdms/.",NTSB Docket Access,Accident and Incident Dockets -"London EC4M 6XH - - England - - LEGAL ADVISORS TO THE GOLDMAN SACHS GROUP, INC. - - As to United States law: - - General Counsel or Associate General Counsel - - The Goldman Sachs Group, Inc. - - 200 West Street - - As to United States law (including as to United States Federal Income tax law): Sullivan & Cromwell LLP - - New York, NY 10282 United States of America - - 1 New Fetter Lane London EC4A 1AN United Kingdom",Legal Advisors,Legal Advisors -"10.1 No Lien Notice. The interest of Landlord in the Premises shall not be subject in any way to any liens, including construction liens, for Alterations made by or on behalf of Tenant. This exculpation is made with express reference to Section",No Lien Notice,No Lien Exculpation -"Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Client or Client employees, respectively). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.",Force Majeure Clause,Force Majeure -"Unless otherwise terminated earlier in accordance with the terms of the Agreement, the Services will end upon the completion of the Services by Company, which in no event shall be later than February 15, 2022, and payment by client.",Services End Date,Termination Clause -Sampling times are relative to the time of study drug administration in each period,Sampling Timing,Study Drug Administration Relative to Sampling Times -"The failure of Landlord to insist upon a strict performance of any term, covenant or condition herein shall not be deemed a waiver of any rights or remedies that Landlord may have or a waiver of any subsequent breach or default.",No Waiver of Rights,No Waiver -"++CAD s/p PCI in 1999 - - - Resume simvastatin and aspirin when patient is able to take oral meds",Cardiac Medication Regimen,MRI Results -"DOCUGAMI INC.: - -Caleb Divine: - -Signature: - - - -Signature: - - - -Name: - -Jean Paoli - -Name: - - - -Title: - -CEO - -Title:",Signature Block,Signature Page -"Tenant agrees that any exercise of its rights pursuant to this Lease shall not be done in a manner that would: (a) create any work stoppage, picketing, labor disruption, or dispute; (b) materially interfere with the business of Landlord or any tenant or occupant of the Building. In the event of the occurrence of any condition described above arising from Tenant's exercise of any of its rights pursuant to this Lease, Tenant shall, immediately upon notice from Landlord, cease the manner of exercise of such right giving rise to such condition. In the event that Tenant fails to cease the manner of exercise of its rights as aforesaid, Landlord, in addition to any rights available to it under this lease and pursuant to law, shall have the right to injunction without further notice.",No Work Stoppage/Disruption,No Restriction on Exercise of Rights -"PROTECTIVE SAFEGUARDS DX T3 41 - - LOCATION - - DESCRIPTION - - SYMBOL - - 2TX 002 002 HOUSTON - - P-1 - - 2TX 003 003 HOUSTON - - P-1 - - 2TX 005 007 HOUSTON - - P-1 - - 2TX 007 010 HOUSTON - - P-1 - - 2TX 008 011 HOUSTON - - P-1 - - 2TX 013 019 SPRING - - P-1",Protective Safeguards Locations,Houston Security Safeguards -"AGGREGATE LIMITS OF - - INSURANCE - - 01. Applies at the following Building(s) numbered: - - 02-19 - - $5,000,000",Aggregate Insurance Limit,Building Coverage Options -"5. Return of Confidential Information. Upon the completion or abandonment of the Purpose, and in any event upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies), and any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by or on behalf of the receiving party that contain or are based upon the disclosing party’s Confidential Information.",Return of Confidential Info,Return of Confidential Information -"Promptly after the completion of any Tenant’s Alterations, Tenant shall furnish to Landlord a complete set of ""as-built"" plans and specifications.",As-Built Plans Submission,Alterations -"There are no oral agreements between the parties hereto affecting this lease and this lease supersedes and cancels any and all previous representations, negotiations, arrangements and understandings, if any, between the parties hereto with respect to the subject matter hereof, and shall not be used to interpret or construe this lease.",No Oral Agreements,No Oral Agreements -"(a) Tenant shall install, if not already in existence, a filtration and air purifying system as Landlord shall deem reasonably necessary or advisable to cause its operations to comply with the terms and conditions of this Lease and all provisions of law. If at any time after Tenant opens for business in the reasonable judgment of Landlord or any municipal authorities, it becomes necessary (notwithstanding the installation of a filtration (or air purifying system) to eliminate any fumes, vapors or odors from the Premises, as aforesaid, Tenant agrees, at its sole cost and expense, promptly to install - - - - - - - - such additional air purifying equipment as may be necessary to accomplish the purposes and intent of this Article.",Air Purifying System Installation,Filtration and Air Purifying System -"Upon the date of the expiration of the Lease term or earlier termination of this Lease, a proportionate share of the additional rent payable under this Article 41 for the Escalation Year during which such expiration or termination occurs shall immediately become due and payable by Tenant to Landlord. Said proportionate share shall be based on the length of time that the term of this Lease shall be within such Escalation Year. Promptly after such expiration or termination, Landlord shall compute the additional rent due from Tenant, as aforesaid, which computation shall be an estimate based upon the most recent annual statements theretofore furnished by Landlord to Tenant. Upon written request by Tenant, Landlord shall cause a final statement showing the computation of the actual additional rent due from Tenant for that Escalation Year to be prepared and furnished to Tenant, whereupon any appropriate adjustments of - - - - - - amount owed to Landlord shall be made. The obligations of Tenant to pay additional rent as provided for herein shall survive the expiration of the Lease term or earlier termination of this Lease. If Tenant continues in possession of the Premises after the expiration of the Lease term or earlier termination of this Lease, as a month to month tenant or otherwise, the provisions of this Article 41 shall continue in full force and effect for so long as Tenant remains in possession of the Premises.",Proportionate Additional Rent Payment,Additional Rent -"42A. Deliveries, Waste Removal, and Pest Extermination",Waste Removal & Pest Extermination,"Deliveries, Waste Removal, and P" -"Important Notice Regarding Compensation Disclosure - - For information about how InsuranceA compensates independent agents, brokers, or other insurance producers, please visit this website: - - http://www.InsuranceA.com/w3c/legal/Producer_Compensation_Disclosure.html - - If you prefer, you can call the following toll-free number: 1-866-000-0000. Or you can write to us at InsuranceA, Street1, City, State ZipCode.",Producer Compensation Disclosure,Compensation Disclosure -"Tenant shall have the right, to be exercised as hereinafter provided, to extend the term of this lease for one (1) period of five (5) years ( “Renewal Term”) upon the following terms and conditions: - - - - (a) that at the time of the exercise of each such right and at the commencement of the Renewal Term, Tenant shall not be in default beyond the applicable notice and cure period provided in this lease; - - - - - - - - (b) that Tenant shall notify Landlord in writing that Tenant intends to exercise such option no later than the date that is twelve (12) months prior to the Expiration Date; and - - - - - - - -(c) that the Renewal Term shall be upon the same terms, covenants and conditions as in this lease provided, except that (i) there shall be no further option to extend this lease beyond the Renewal Term referred to above; (ii) the Demised Premises shall be delivered in its then “as is” condition; and (iii) the Rent to be paid by Tenant during the Renewal Term shall be as follows: The Rent for the first year of the subject Renewal Term shall be equal to the greater of (A) ninety-five (95%) percent of the Fair Market Minimum Annual Rent (as hereinafter defined), but in no event higher than one hundred ten (110%) percent of the Rent payable during the Lease Year immediately preceding the first day of the Renewal Term, and (B) one hundred three (103%) percent of the Rent payable during the Lease Year immediately preceding the first day of the Renewal Term. Thereafter, the Rent for each year of the Renewal Term shall be increased by three (3%) percent of the Rent payable for the prior year of the Renewal Term. As used herein, the term “Fair Market Minimum Annual Rent” shall mean the rate then being received by landlords when entering into new leases for comparable size space in comparable buildings for a comparable term in the vicinity of the Building. - - - - - - If Tenant timely exercises this Renewal Option, Landlord shall notify Tenant (the “Rent Notice”) at least one hundred twenty (120) days before the Expiration Date of Landlord’s determination of the Fair Market Minimum Annual Rent and Landlord’s calculation of the Rent payable during the first year of the Renewal Term and during each successive year of the Renewal Term in accordance with the formula set forth above (“Landlord’s Determination”). Tenant shall notify Landlord (“Tenant’s Notice”), within thirty (30) days after Tenant’s receipt of the Rent Notice, whether Tenant accepts or disputes Landlord’s Determination, and if Tenant disputes Landlord’s Determination, Tenant’s Notice shall set forth Tenant’s determination of the Fair Market Minimum Annual Rent and Tenant’s calculation of the Rent payable during the first year of the Renewal Term and during each successive year of the Renewal Term in accordance with the formula set forth above (“Tenant’s Determination”). If Tenant fails to give Tenant’s Notice within such thirty (30) day period, Tenant shall be deemed to have accepted Landlord’s Determination. - - - - If Tenant timely disputes Landlord’s Determination and Landlord and Tenant fail to agree as to the Fair Market Minimum Annual Rent (and, accordingly, the Rent payable by Tenant during the subject Renewal Term) within thirty (30) days after the giving of Tenant’s Notice, then the Fair Market Minimum Annual Rent shall be determined as follows: A licensed real estate appraiser (the “Appraiser”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Appraiser, then the same shall be designated by the American Arbitration Association (“AAA”). The Appraiser selected by the parties or designated by the AAA shall have at least ten (10) years’ experience in the appraisal of retail space in Manhattan, NY. Landlord and Tenant shall each submit to the Appraiser and to the other its determination of the Fair Market Minimum Annual Rent. The parties shall instruct the Appraiser to (A) conduct the hearings and investigations that he or she deems appropriate, and - - (B) choose either Landlord's determination or Tenant's determination submitted to the Appraiser as the better estimate of Fair Market Minimum Annual Rent, being the determination which is closer to the Fair Market Minimum Annual Rent determined by the Appraiser using the definition set forth in this Article 72, within thirty (30) days after the date that the Appraiser is designated. The Appraiser's aforesaid choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with the procedure described herein, and fifty (50%) percent of any AAA fees and fees of the Appraiser. Either Landlord or Tenant shall have the right to submit to the Appraiser any material in support of its determination of Fair Market Minimum Annual Rent within ten (10) business days of the date of the selection of the Appraiser. After a determination has been made of the Fair Market Minimum Annual Rent, the parties shall execute and deliver a lease amendment memorializing the extension of the Term as described in this Article 72 and setting forth the Rent payable by Tenant during the Renewal Term, but the failure to so execute and deliver any such instrument shall not affect the determination of Fair Market Minimum Annual Rent (and, accordingly, the Rent payable during the Renewal Term). - - - - - - (iii) If Tenant timely disputes Landlord’s Determination and if the final determination of the Fair Market Minimum Annual Rent shall not be made on or before the first day of the subject Renewal Term then, pending such final determination, Tenant shall pay, as Rent for the subject Renewal Term, an amount equal to Landlord’s Determination. If, based upon the final determination of the Fair Market Minimum Annual Rent, the Rent payments made by Tenant for such portion of the subject Renewal Term were (i) less than they should have been, then Tenant shall pay to Landlord the amount of such deficiency within ten (10) business days after demand therefor, or (ii) greater than they should have been, then Landlord shall credit the amount of such excess against installments of Rent next coming due. - - - - Time shall be of the essence with respect to all obligations under this Article 72. - - - - 73. Quiet Enjoyment - - - - - - Provided this Lease is in full force and effect, Tenant may peaceably and quietly enjoy the Premises without hindrance by Landlord or any Person lawfully claiming through or under Landlord.",Renewal Option,Termination and Renewal Options -"http://www.InsuranceA.com/w3c/legal/Producer_Compensation_Disclosure.html - - If you prefer, you can call the following toll-free number: 1-866-000-0000. Or you can write to us at InsuranceA, Street1, City, State ZipCode.",InsuranceA Contact Information,Endorsement Payment Information -[24] show evidence of hepatitis B and/or positive hepatitis B surface antigen (the presence of antibodies to the hepatitis B surface antigen is not an exclusion).,Test Results,Hepatitis B Eligibility -"+CAD w/ Left heart cath in 2005 showing 40% LAD, 50% small D2, 40% RCA and 30% large OM; 2006 TTE showing LVEF 60-65% with diastolic dysfunction, LVH, mild LA dilation +Hyperlipidemia +HTN - - +DM 2, last A1c 6.7 in 9/2005 +Asthma/COPD +GERD +h/o iron deficiency anemia",Cardiovascular Risk Factors,Cardiovascular Risk Factors -"77 y o woman in NAD with a h/o CAD, DM2, asthma and HTN on altace for 8 years awoke from sleep around 2:30 am this morning of a sore throat and swelling of tongue. She came immediately to the ED b/c she was having difficulty swallowing and some trouble breathing due to obstruction caused by the swelling. She has never had a similar reaction ever before and she did not have any associated SOB, chest pain, itching, or nausea. She has not noticed any rashes, and has been afebrile. She says that she feels like it is swollen down in her esophagus as well. In the ED she was given 25mg benadryl IV, 125 mg solumedrol IV and pepcid 20 mg IV. This has helped the swelling some but her throat still hurts and it hurts to swallow. Nothing else was able to relieve the pain and nothing make it worse though she has not tried to drink any fluids because of trouble swallowing. She denies any recent travel, recent exposure to unusual plants or animals or other allergens. She has not started any new medications, has not used any new lotions or perfumes and has not eaten any unusual foods. Patient has not taken any of her oral medications today.",Throat Swelling Reaction,Study Description -"Landlord shall be entitled, without any reduction in Tenant's rent, to erect any bridge scaffolding in front of the Premises in connection with alterations or repairs to the building of which the Premises forms a part, or the sidewalk serving the Premises; provided, however, that Landlord shall give Tenant thirty (30) days notice before Landlord erects any such bridge scaffolding and proceed with reasonable diligence to prosecute to completion of the alteration or repairs necessitating such bridge scaffolding. Landlord represents that as of the effective date there is (a) no intention to erect bridge scaffolding and (b) is without actual knowledge of any condition or circumstance which may require the erection of bridge scaffolding",No Bridge Scaffolding,Building Scaffolding -are reliable and willing to make themselves available for the duration of the study and are willing to follow study procedures.,Participant Requirements,Study Participation Requirements -"Section 3.1 Within thirty (30) days after Shipper’s receipt of Carrier’s delivery receipt, Shipper shall pay Carrier the rates and charges applicable to the shipment of cargo. In exchange for Shipper’s guarantee of prompt payment, (i) agrees not to contact Shipper’s customers, consignors, consignees or any party other than Shipper - - concerning payment for transportation services; and, (ii) agrees to indemnify, defend, and hold Shipper, its customers, consignors, and consignees harmless from any claim or demand made by any subcontractor of Carrier or other party for payment for transportation services related to a shipment of cargo tendered under this Agreement.",Payment Terms,Payment Terms -"Change in Services. If Client desires changes to the SOW, Client shall submit to Company a written request in accordance with the change order process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Company and the Client. If additional SOW are executed, then Client shall pay Company for all services performed prior to the additional SOW before Company begins work on the new SOW.",Change Order Process,Change Order Process -"MOTOR RED II - - Version Number 1.3 - - Page 3 of 14 - - Revision Date 12/10/2015 - - Print Date 12/11/2015",Document Metadata,Motor Red Coverage Details -"Customer Service Fees. This component of the Fees shall be payment for the customer services performed by CRD pursuant to the Operating Guidelines, which fees (the “Customer Support Fees”), with respect to each Product or group of Products identified in the same Product-specific exhibit to this agreement, shall be in the amount specified in such exhibit.",Customer Service Fees,Customer Service Fees -Crime Additional Coverages DX T4 15,Crime Coverage,Crime Coverage -"Building Personal Property - CONTENTS - - Valuation - - REPLACEMENT COST - - Property Deductible - - $10,000 - - Wind/Hail Ded. ($ or %) - - 1 - - Theft Coverage - - YES - - Coinsurance - - 90 - - Earthquake Coverage - - NO - - Agreed Value - - YES - - Causes of Loss - Special Form - - Spoilage Coverage Endorsement - - $419.00",Insurance Coverage Details,Building Personal Property Coverage -"On behalf of INSA LLC and The InsuranceA Indemnity Company and its Affiliates*, we appreciate the opportunity to provide NO1 REAL ESTATE INC. with the ollowing policy proposal. - - InsuranceA Risk Control: Our Expertise is Your Advantage - - InsuranceA Risk Control is an innovative provider of cost-effective risk management services and products. As one of the largest Risk Control departments in the industry, our scale allows the right resource at the right time to meet customer needs. For over 110 years, our loss prevention professionals have assisted agents, brokers and customers across the country and around the world. - - https://www.InsuranceA.com/risk-control - - Claim Services: - - InsuranceA has over 11,000 highly trained Claim professionals located across the - - U.S. Our local field representatives are supported by teams of dedicated customer service, catastrophe response, legal, medical, investigative, engineering, and large loss experts. Technology claims can be complex and expensive. We’ll help you manage claims to control your total risk-related costs. - - https://www.InsuranceA.com/claims",InsuranceA Risk Control Services,Claims Services -"Constitutional - NAD, has been generally feeling well the last couple of weeks Eyes - no changes in vision, double vision, blurry vision, wears glasses ENT - No congestion, changes in hearing, does not wear hearing aids Skin/Breast - no rashes Cardiovascular - No SOB, chest pain, heart palpitations Pulmonary - hard to get a breath in but not short of breath, no cough Endocrine - No changes in appetite Gastro Intestinal - No n/v/d or constipation. Has not eaten because can't swallow solid - - foods. - - Genito Urinary - No increased frequency or pain on urination. Some urge incontinence - - with history of prolapse. Musculo Skeletal - no changes in strengths, no joint tenderness or swelling Neurologic - No changes in memory Psychology - No changes in mood Heme/Lymph - Denies easy bruising",Constitutional and System Review,Treatment Plan -As respects Business Income Coverage a 72 hour deductible applies at all premises locations.,Business Income Deductible,Business Income Coverage -"Utility Services — Direct Damage - - Overhead transmission lines excluded; coverage can be purchased",Utility Services - Exclusions,Utilty Services -"3. Introduction - - 3.1. Study Rationale - - A prandial insulin with faster-on and/or faster-off characteristics might reduce glycemic excursions and the incidence of postprandial hypoglycemia compared to currently available fast-acting insulin analogs. LY900014 is an ultra-rapid-acting insulin lispro formulation that has shown an increased early absorption compared to commercially available insulin lispro (Humalog®; Eli Lilly). LY900014 aims to closely mimic the physiological prandial insulin secretion pattern, which may more effectively control postprandial glucose excursions and allow increased flexibility of the time of dosing relative to a meal. - - This study aims to compare PK and PD profiles as well as the improved action of insulin lispro from LY900014 on the control of postprandial blood glucose in comparison to Humalog in patients with T1DM. The improved action of insulin lispro will be assessed by using standardized mixed-meal tolerance test (MMTTs). Furthermore, this study will explore the postprandial glucose profiles with LY900014 and Humalog injected at two different meal-to- dose time intervals either immediately before or 20 minutes following the start of the test meal, to optimize future use of this investigational medicinal product (IMP). - - 3.2. Background - - The insulin analog insulin lispro (Humalog) has been shown to be absorbed more quickly than regular human insulin (Humalog package insert, 2015). In healthy volunteers given subcutaneous (SC) doses of insulin lispro ranging from 0.1 to 0.4 units (U)/kg, peak serum levels were seen 30 to 90 minutes after dosing (Humalog package insert, 2015). However, the general consensus is that rapid-acting insulin is still not rapid enough to match carbohydrate absorption profiles, which limits efficacy and dosing flexibility. An ultra-rapid-acting prandial insulin would shift the PK/GD of insulin analogs so that they have an even faster onset to better match carbohydrate absorption and also allow greater flexibility in the time of dosing relative to meals. - - LY900014 represents a new formulation that contains insulin lispro, treprostinil, citrate and other excipients. This formulation involves the novel use of a microdose of treprostinil ( C ) as an excipient to enhance the absorption of insulin lispro by local vasodilatation rather than as C an active pharmaceutical ingredient to elicit a systemic effect. Treprostinil is a prostacyclin analogue, administered either through inhalation ( C ), as an intravenous (IV) infusion or as a continuous SC administration for the treatment of symptomatic C pulmonary arterial hypertension (PAH) and has been approved in the US since 2002 and in Germany since 2006 (AMIS database [WWW]). Sodium citrate, an excipient that speeds insulin absorption (at least in part by enhancing vascular permeability), is also included in the formulation to further enhance the absorption of insulin lispro. Each of the other excipients (such as magnesium chloride) in the LY900014 formulation is listed in the US Food and Drug Administration - - (FDA)’s Generally Recognized as Safe Food Additives database and in the FDA’s Inactive Ingredients in Approved Drugs database. Furthermore, the excipient concentration in LY900014 is within the limits identified for approved drug products in the FDA Inactive Ingredients in Approved Drugs database. To date, LY900014 has been administered to approximately 89 patients with diabetes (60 T1DM and 29 T2DM) across 3 Phase 1b studies and approximately 107 healthy volunteers across these Phase 1 studies. The total insulin lispro exposure was similar between LY900014 and Humalog; however LY900014 demonstrated a faster and earlier insulin lispro absorption compared to Humalog. Additionally, through the use of multiple daily injections of LY900014 for up to 2 weeks in patients with either T1DM or T2DM, it was found that LY900014 was well tolerated. There were no serious adverse events (SAEs) related to study treatment or discontinuations from the studies because of a drug-related adverse event (AE). Small numbers of treatment-emergent adverse events were reported, and there were no notable increases in these events in relation to any of the LY900014 formulations compared to those in relation to Humalog. There were no reported cases of severe hypoglycemia. Additionally, there was no reported incidences of local or systemic allergic reactions. - - 3.3. Benefit/Risk Assessment - - This study will not offer any direct benefits to the patients participating in the study. The data from previous studies in healthy patients and patients with T1DM and T2DM have shown that LY900014 was well tolerated and the adverse drug reactions are in keeping with those reported for Humalog. - - Potential risks associated with LY900014, derived from the known risks of insulin lispro (Humalog), are hypoglycemia, hypersensitivity reactions (localized allergy and/or systemic allergy), undesirable effects at the injection site (injection-site reactions and lipodystrophy), and peripheral edema (Humalog package insert, 2015). - - Notably, across all doses in the studies that have evaluated treprostinil ( CCI ) as a local vasodilator with or without insulin lispro, there was no clinically significant increase in those AEs associated with systemic absorption of treprostinil, as described in the CCI package insert (2014). The exposures of treprostinil in LY900014 in this study are expected to be undetectable compared to those observed in the dose ranges previously explored with SC bolus administration of treprostinil and are expected to be substantially lower than those observed in the treatment of PAH. No known potential risks are associated with the use of small amounts of treprostinil in the LY900014 formulation. - - In preclinical safety pharmacology and toxicity studies, or clinical pharmacology studies involving LY900014 or treprostinil alone, other than known risks associated with Humalog and CCI , no additional risks were identified. Additionally, local and systemic toxicity profiles of Humalog and CCI do not suggest the potential for additive or synergistic toxicity - - The study includes inpatient procedures during which participants will be continuously monitored. Patients will be without food intake from the start of the MMTT to completion of blood collection (approximately 420 minutes) unless required to treat hypoglycemia, (see Section - - 9.5.6.2 for definition of hypoglycemia and Section 9.5.8 for treatment guidelines). If a patient experiences elevated blood glucose following food intake for more than 1 hour, insulin glulisine will be administered intravenously (see Section 9.5.8 for treatment guidelines). Patients will maintain their basal insulin regimen of site-provided insulin glargine during the entire study including the MMTT days unless safety issues arise; in this case, the investigator will discuss a change of the basal insulin regimen with the sponsor clinical pharmacologist (CP) and implement this change, if necessary, to prevent any medical problems. - - More information about the known and expected benefits, risks, serious adverse events (SAEs) and reasonably anticipated adverse events (AEs) of LY900014 are to be found in the Investigator’s Brochure (IB). - - 4. Objectives and Endpoints - - Table ITRV.1 shows the objectives and endpoints of the study.",Study Rationale and Background,Objectives and Endpoints -"Problem List: - -  Dysarthria, right sided weakness, AMS, possible incontinence - -  CT of head with right side infarct of indeterminate age - -  Low K at 3.2 - -  HTN, uncontrolled - -  Hyperlipidemia - -  DM type 2 - -  Cocaine, marijuana, and tobacco abuse - -  Residual right sided weakness requiring the use of a cane - -  Financial situation limiting ability to attain medications, med noncompliance",Patient Diagnoses,Problem List -"The insulin analog insulin lispro (Humalog) has been shown to be absorbed more quickly than regular human insulin (Humalog package insert, 2015). In healthy volunteers given subcutaneous (SC) doses of insulin lispro ranging from 0.1 to 0.4 units (U)/kg, peak serum levels were seen 30 to 90 minutes after dosing (Humalog package insert, 2015). However, the general consensus is that rapid-acting insulin is still not rapid enough to match carbohydrate absorption profiles, which limits efficacy and dosing flexibility. An ultra-rapid-acting prandial insulin would shift the PK/GD of insulin analogs so that they have an even faster onset to better match carbohydrate absorption and also allow greater flexibility in the time of dosing relative to meals. - - LY900014 represents a new formulation that contains insulin lispro, treprostinil, citrate and other excipients. This formulation involves the novel use of a microdose of treprostinil ( C ) as an excipient to enhance the absorption of insulin lispro by local vasodilatation rather than as C an active pharmaceutical ingredient to elicit a systemic effect. Treprostinil is a prostacyclin analogue, administered either through inhalation ( C ), as an intravenous (IV) infusion or as a continuous SC administration for the treatment of symptomatic C pulmonary arterial hypertension (PAH) and has been approved in the US since 2002 and in Germany since 2006 (AMIS database [WWW]). Sodium citrate, an excipient that speeds insulin absorption (at least in part by enhancing vascular permeability), is also included in the formulation to further enhance the absorption of insulin lispro. Each of the other excipients (such as magnesium chloride) in the LY900014 formulation is listed in the US Food and Drug Administration - - (FDA)’s Generally Recognized as Safe Food Additives database and in the FDA’s Inactive Ingredients in Approved Drugs database. Furthermore, the excipient concentration in LY900014 is within the limits identified for approved drug products in the FDA Inactive Ingredients in Approved Drugs database. To date, LY900014 has been administered to approximately 89 patients with diabetes (60 T1DM and 29 T2DM) across 3 Phase 1b studies and approximately 107 healthy volunteers across these Phase 1 studies. The total insulin lispro exposure was similar between LY900014 and Humalog; however LY900014 demonstrated a faster and earlier insulin lispro absorption compared to Humalog. Additionally, through the use of multiple daily injections of LY900014 for up to 2 weeks in patients with either T1DM or T2DM, it was found that LY900014 was well tolerated. There were no serious adverse events (SAEs) related to study treatment or discontinuations from the studies because of a drug-related adverse event (AE). Small numbers of treatment-emergent adverse events were reported, and there were no notable increases in these events in relation to any of the LY900014 formulations compared to those in relation to Humalog. There were no reported cases of severe hypoglycemia. Additionally, there was no reported incidences of local or systemic allergic reactions.",Formulation Details,Study Objectives -"that the Renewal Term shall be upon the same terms, covenants and conditions as in this lease provided, except that (i) there shall be no further option to extend this lease beyond the Renewal Term referred to above; (ii) the Demised Premises shall be delivered in its then “as is” condition; and (iii) the Rent to be paid by Tenant during the Renewal Term shall be as follows: The Rent for the first year of the subject Renewal Term shall be equal to the greater of (A) ninety-five (95%) percent of the Fair Market Minimum Annual Rent (as hereinafter defined), but in no event higher than one hundred ten (110%) percent of the Rent payable during the Lease Year immediately preceding the first day of the Renewal Term, and (B) one hundred three (103%) percent of the Rent payable during the Lease Year immediately preceding the first day of the Renewal Term. Thereafter, the Rent for each year of the Renewal Term shall be increased by three (3%) percent of the Rent payable for the prior year of the Renewal Term. As used herein, the term “Fair Market Minimum Annual Rent” shall mean the rate then being received by landlords when entering into new leases for comparable size space in comparable buildings for a comparable term in the vicinity of the Building.",Renewal Term,Renewal Term -"Upon the execution of this Lease and thereafter not less than fifteen days prior to the expiration date of any policy delivered pursuant to this Article, Tenant shall deliver to Landlord the originals of all policies or renewal policies, as the case may be, required by this Lease, bearing notations evidencing the payment of the premiums therefor, which premiums may be paid by Tenant in installments if such payment of premiums by installments is provided for and permitted by such original or renewal policies . In lieu of any such policies, Tenant may deliver certificates of the insurer, in form and substance satisfactory to Landlord, as to the issuance and effectiveness of such policies and the amounts of coverage afforded thereby, accompanied by copies of such policies. Such insurance may be provided through a blanket policy or policies in form and substance satisfactory to Landlord. Such blanket policies shall provide specific allocation to the demised premises of the coverage afforded thereby, and shall give to Landlord no less protection than that which would be afforded by separate policies.",Insurance Policies and Certificates,Insurance Policies and Certificates -"Tenant, at Tenant's sole cost and expense, shall be responsible for the removal and disposal of all of garbage, waste, and refuse from the Premises on a daily basis. Tenant shall cause all garbage, waste and refuse to be stored within the Premises until thirty (30) minutes before closing, except that Tenant shall be permitted, to the extent permitted by law, to place garbage outside the Premises after the time specified in the immediately preceding sentence for pick up prior to 6:00 A.M. next following. Garbage shall be placed at the edge of the sidewalk in front of the Premises at the location furthest from the main entrance to the Building or such other location in front of the Building as may be specified by Landlord. - - - - Tenant, at its sole cost and expense, agrees to use all reasonable diligence in accordance with the best prevailing methods for the prevention and extermination of vermin, rats, and mice, mold, - - - - - - fungus, allergens, bacteria and all other similar conditions in the Premises. Tenant, at Tenant's expense, shall cause the Premises to be exterminated from time to time to the reasonable satisfaction of Landlord and shall employ licensed exterminating companies. Landlord shall not be responsible for any cleaning, waste removal, janitorial, or similar services for the Premises, and Tenant shall not be entitled to seek any abatement, setoff or credit from the Landlord in the event any conditions described in this Article are found to exist in the Premises.",Garbage Removal and Vermin Prevention,Garbage Removal and Vermin Prevention -Direct loss or damage to moved property,Moved Property Coverage,Moved Property Coverage -"This SOW is an attachment to, and is incorporated by this reference into the Agreement as if fully set forth therein and made a part thereof. This SOW, together with the Agreement, represents the complete and total understanding of the parties regarding the Services to be provided by Company hereunder.",Incorporation of SOW,SOW and Agreement Integration -"Tenant shall make all rental payments in full. Payment or receipt of a rental payment of less than the amount stated in this Lease shall be deemed to be nothing more than partial payment on account. Under no circumstances shall Landlord’s acceptance of a partial payment constitute accord and satisfaction. Nor will Landlord’s acceptance of a partial payment forfeit Landlord’s right to collect the balance due on the account, together with applicable late charges and interest despite any endorsement, stipulation, or other statement on any check.",Rental Payments,Rental Payments -"Limited Coverage for Fungus, Wet Rot or",Limited Coverage,"Limited Coverage for Fungus, Wet" -a corporation (which is not an accredited investor (as defined in Section 4A of the,Accredited Investor Definition,Accredited Investor Definition -"If Landlord applies or retains all or any portion of the Security, Tenant shall pay to Landlord, within five (5) days of Landlord’s demand, as additional rent the amount so applied or retained, so that the un-applied Security shall be at all times no less than an amount equal to three times the monthly fixed rent then reserved under Article 40 of this Lease.",Security Retention Payment,Security Deposit Retention -"All days other than Saturdays, Sundays, or Legal Holidays.",Business Days,Sale and Transfer Tax Exemption -"Neurological – Alert and oriented x 3, CN 2-12 grossly intact.",Neurological Assessment,Neurological Exam -"If at any time Tenant shall neglect or fail to provide or maintain insurance or to deliver insurance policies in accordance with this Article, Landlord may effect such insurance as agent for Tenant, by taking out policies in a company satisfactory to Landlord, and the amount of the premiums paid for such",Tenant Insurance Compliance,Insurance Requirements -"Location: - - Jagel, Germany - - Accident Number: - - DEN08WA037 - - Date & Time: - - 11/28/2007, 1800 UTC - - Registration: - - N141CD - - Aircraft: - - Cirrus Design Corp. SR-20 - - Aircraft Damage: - - Substantial - - Defining Event: - - Injuries: - - 1 Fatal - - Flight Conducted Under: - - Part 91: General Aviation - Ferry - - On November 28,, 2007, at 1800 UTC, a Cirrus Design Corporation SR-20, N141CD, serial number 1032, while on approach for landing at Jaleg, Schleswig-Holsteinschen, Germany, struck power lines and subsequently impacted terrain. The airplane was destroyed and the private pilot, the sole person on board the airplane, was fatally injured. Instrument meteorological conditions prevailed at the time of the accident. The cross-country ferry flight originated in the Netherlands and was en route to Sylt, Germany. - - This investigation is under the jurisdiction and control of the German government. Any further information may be obtained from: - - German Federal Bureau of Aircraft Accidents Investigation Bundesstelle fur Flugenfallensuchung (BFU) - - Herman-Blenk Strasse 16 38108 Braunschweig - - Germany - - This report is for informational purposes only and contains only information released by, or obtained from, the BFU of Germany. - - Page 1 of 3 - - Pilot Information - - Certificate: - - Age: - - Airplane Rating(s): - - Seat Occupied: - - Other Aircraft Rating(s): - - Restraint Used: - - Instrument Rating(s): - - Second Pilot Present: - - Instructor Rating(s): - - Toxicology Performed: - - Medical Certification: - - Last FAA Medical Exam: - - Occupational Pilot: - - Last Flight Review or Equivalent: - - Flight Time: - - Aircraft and Owner/Operator Information - - Aircraft Make: - - Cirrus Design Corp. - - Registration: - - N141CD - - Model/Series: - - SR-20 - - Aircraft Category: - - Airplane - - Year of Manufacture: - - Amateur Built: - - No - - Airworthiness Certificate: - - Serial Number: - - Landing Gear Type: - - Seats: - - Date/Type of Last Inspection: - - Certified Max Gross Wt.: - - Time Since Last Inspection: - - Engines: - - Airframe Total Time: - - Engine Manufacturer: - - ELT: - - Engine Model/Series: - - Registered Owner: - - Rated Power: - - Operator: - - Operating Certificate(s) Held: - - None - - Meteorological Information and Flight Plan - - Conditions at Accident Site: - - Instrument Conditions - - Condition of Light: - - Observation Facility, Elevation: - - Distance from Accident Site: - - Observation Time: - - Direction from Accident Site: - - Lowest Cloud Condition: - - Visibility - - Lowest Ceiling: - - Visibility (RVR): - - Wind Speed/Gusts: - - / - - Turbulence Type Forecast/Actual: - - / - - Wind Direction: - - Turbulence Severity Forecast/Actual: - - / - - Altimeter Setting: - - Temperature/Dew Point: - - Precipitation and Obscuration: - - Departure Point: - - Type of Flight Plan Filed: - - Unknown - - Destination: - - Jaleg, UN - - Type of Clearance: - - Departure Time: - - Type of Airspace: - - Airport Information - - Airport: - - Runway Surface Type: - - Airport Elevation: - - Runway Surface Condition: - - Runway Used: - - IFR Approach: - - Runway Length/Width: - - VFR Approach/Landing: - - Wreckage and Impact Information - - Crew Injuries: - - 1 Fatal - - Aircraft Damage: - - Substantial - - Passenger Injuries: - - N/A - - Aircraft Fire: - - Ground Injuries: - - N/A - - Aircraft Explosion: - - Total Injuries: - - 1 Fatal - - Latitude, Longitude: - - Administrative Information - - Investigator In Charge (IIC): - - David C Bowling - - Additional Participating Persons: - - Karsten Severin; German BFU - - Investigation Docket: - - NTSB accident and incident dockets serve as permanent archival information for the NTSB’s investigations. Dockets released prior to June 1, 2009 are publicly available from the NTSB’s Record Management Division at pubinq@ntsb.gov, or at 800-877-6799. Dockets released after this date are available at http://dms.ntsb.gov/pubdms/.",Accident Report,Accident Details -At Premises Outside of the Coverage Territory,Outside Coverage Territory,Insurance Coverage Details -"Tenant represents that neither Tenant, nor the principals, officers, partners, and/or members of Tenant: (i) is currently identified on the list maintained by the U.S. Department of the Treasury, Office of Foreign Assets Control (""OFAC""), generally known as the OFAC List"" (formerly known as the Specially Designated Nationals and Blocked Persons List); (ii) is currently identified on the lists maintained by the U.S. Department of Commerce (the ""DOC List"") and/or the U.S. Bureau of Industry and Security (the ""BIS List""); (iii) acts for or on behalf of any person or persons listed on the OFAC List, the DOC List, the BIS List, and/or any other known list of denied persons, excluded persons, and excluded entities maintained by the federal agencies of the United States; and (iv) is a person or persons, or acts for or on behalf of any person or persons, with whom a citizen or business of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States of America.",Government Restrictions,Forms and Endorsements -"Section 14.4 To the extent that any of the terms of this Agreement are inconsistent with the Truck Transportation Act, R.S.O. 1990, c. T.22, as amended, and the Regulations thereto or similar provincial or territorial legislation having jurisdiction, and/or the provisions of any bill of lading, the terms of this Agreement shall prevail.",Legislative Compliance,Inconsistency with Truck Transportation Act -"42F. Landlord’s Access - - - - Tenant covenants and agrees that it will permit Landlord, its agents, servants, employees, licensees, invitees, and contractors, at any and all times during regular business hours, to pass and repass on and through the Premises and basement of the Building, or such portion thereof as may be necessary, in order that they or any of them may gain access to any facilities of the Building for inspection, repairs and alterations as provided herein. Landlord shall provide Tenant , 24 hour advance notice of such entry, and coordinate such entry to avoid disruption of Tenant's business activities. Tenant agrees further that it will, during the entire term of this Lease, keep the Landlord informed of the telephone numbers of at least three persons or parties having keys to the Premises in order that, in the event of an emergency which requires Landlord to have access to the Premises during other than regular business hours, Landlord may arrange with such persons or parties to be admitted to the Premises, provided, however, that if Landlord is unable to arrange for admittance to the Premises during such emergency, or if time does not permit the making of such arrangements, Landlord shall have the right to gain admittance to the demised Premises forcibly or by otherwise breaking into the Premises, and the sole liability of Landlord to Tenant in such event shall be that Landlord shall be obligated to repair all damage caused by such breaking in within a reasonable time after the occurrence thereof and secure the Premises as soon as possible thereafter. - - - - Without limiting Landlord's rights under the foregoing paragraph of this Article, Tenant covenants and agrees that, provided notice of renewal has not been given under Article 72, it will permit - - - - - - Landlord, its agents, servants, employees, licensees, invitees, and contractors during the last year of the term of this Lease at any and all times during regular business hours, after 24 hour notice to tenant, to pass and repass on and through the Premises, or such portion thereof as may be necessary, in order that they or any of them may gain access to the Premises for the purpose of showing the Premises to potential new tenants or real estate brokers. In addition, Landlord shall be entitled to place a ""FOR RENT"" or ""FOR LEASE"" sign (not exceeding 8.5” x 11”) in the front window of the Premises during the last six months of the term of this Lease.",Landlord Access with Notice,Access -Each party retains the right to determine whether to disclose any Confidential Information to the other party.,Disclosure Rights,No Confidentiality Obligation -"All insurance maintained by Tenant pursuant to this Article shall name Landlord and Landlord’s managing agent as additional insureds and shall name Tenant as the insured, shall provide that any loss shall be payable notwithstanding any act or failure to act or negligence of Landlord, Tenant or any other person, shall provide that no cancellation, reduction in amount, or material change in coverage thereof will be effective until at least thirty days after mailing by the insurer to Landlord of written notice thereof, and shall be satisfactory to Landlord, acting reasonably, in all other respects. All insurance provided for herein shall be obtained under valid and enforceable policies, issued by financially sound and responsible insurance companies authorized, licensed and admitted to do business in the state in which the Premises and building are located and reasonably approved by Landlord. The insurance companies must have a general policy rating of A or better and a financial class of IX or better by AM Best Co., Inc. - - - - Tenant hereby waives any and all rights of recovery against Landlord, its officers, members, agents, and employees, occurring on or arising out of the use and occupation of the Premises or the building to the extent such loss or damage is covered by proceeds received from insurance required under this Lease to be carried. This waiver of subrogation provision shall be limited to loss or damage to the property of Landlord and Tenant and bodily injury to employees, officers, agents of each party and any other injured member of the public. Tenant shall indemnify Landlord against any loss or expense, including reasonable attorneys’ fees, resulting from the failure to obtain such waiver. This waiver shall be in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with respect to any loss of, or damage to, property of the parties hereto or bodily injury to either party or to members of the public. Inasmuch as the above waiver will preclude the assignment of any aforesaid claim by way of subrogation to an insurance company, Tenant agrees immediately to give to each insurance company providing a policy described in this Article, written notice of the terms of said waiver, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverages by reason of said waiver. - - - - Upon the execution of this Lease and thereafter not less than fifteen days prior to the expiration date of any policy delivered pursuant to this Article, Tenant shall deliver to Landlord the originals of all policies or renewal policies, as the case may be, required by this Lease, bearing notations evidencing the payment of the premiums therefor, which premiums may be paid by Tenant in installments if such payment of premiums by installments is provided for and permitted by such original or renewal policies . In lieu of any such policies, Tenant may deliver certificates of the insurer, in form and substance satisfactory to Landlord, as to the issuance and effectiveness of such policies and the amounts of coverage afforded thereby, accompanied by copies of such policies. Such insurance may be provided through a blanket policy or policies in form and substance satisfactory to Landlord. Such blanket policies shall provide specific allocation to the demised premises of the coverage afforded thereby, and shall give to Landlord no less protection than that which would be afforded by separate policies. - - - - If at any time Tenant shall neglect or fail to provide or maintain insurance or to deliver insurance policies in accordance with this Article, Landlord may effect such insurance as agent for Tenant, by taking out policies in a company satisfactory to Landlord, and the amount of the premiums paid for such - - - - - - insurance shall be paid by Tenant to Landlord on demand. Landlord, in addition to Landlord's other rights, powers and remedies, shall be entitled to recover as damages for any breach of this Article the uninsured amount of any liability, claim, loss, damage or expense, including reasonable attorneys' fees, suffered or incurred by Landlord, and shall not be limited in the proof of damages which Landlord may claim against Tenant to the amount of the insurance premiums not paid or incurred by Tenant which would have been payable for such insurance.",Tenant Insurance Requirements,Insurance Coverage Details -70. Additional Rent – Building Maintenance,Building Maintenance,Building Maintenance -Important Notice Regarding Compensation Disclosure,Compensation Disclosure Notice,Compensation Disclosure -"Women not of childbearing potential may participate and include those who are: - - 1. infertile due to surgical sterilization (hysterectomy, bilateral oophorectomy or bilateral salpingectomy), congenital anomaly such as mullerian agenesis; or - - 2. post-menopausal – defined as a woman being amenorrheic for more than 1 year without an alternative medical cause and a serum follicle- stimulating hormone (FSH) level compatible with postmenopausal status. A FSH level in the post- menopausal range may be used to confirm a post- menopausal state in women not using hormonal contraception or hormonal replacement therapy.",Eligibility Criteria,Menopausal Status Requirements -"COVERAGE - - PREMIUM",Insurance Premiums,Insurance Coverage Details -"2. Obligations and Restrictions. Each party agrees: (i) to maintain the other party's Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose except for the Purpose. Each party may disclose the other party’s Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose and for no other purpose; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other party’s Confidential Information as those set forth in this Agreement.",Confidentiality Obligations,Confidentiality Obligations -"(iii) Use the plumbing facilities for any purpose other than that for which they were constructed, or dispose of any garbage or other foreign substance therein, whether through the utilization of so-called “disposal” or similar units, or otherwise;",Use and Garbage Disposal,Use and Garbage Disposal -Theophyline (Uniphyl) 600 mg qhs – bronchodilator by increasing cAMP used for,Theophyline Bronchodilator,Study Drug -DELUXE PROP COV PART DECLARATIONS,Deluxe Property Coverage Declarations,Deluxe Property Coverage Declarations -Electronic vandalism Limitation Endorsement DX T3 98,Electronic Vandalism Endorsement,Electronic Vandalism Limitation -clothing and shoes. Get medical attention if symptoms occur.,Safety Warning,Health Requirements -Hauling corn and soybean meal from Pittsburg to Mt. Pleasant using Vendor’s equipment.,Hauling Services,Hauling Requirements -COMMON POLICY CONDITIONS-DELUXE,Common Policy Conditions,Common Policy Conditions -Insurance applies only to a premises location and building number and to a coverage or type of property for which a Specific Limit of Insurance is shown on schedule.,Premises Location Coverage,Specific Limits of Insurance -"Tenant waives trial by jury in any action, proceeding, or counterclaim whatsoever brought by Landlord or Tenant arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use of or occupancy of the Premises, and/or any emergency statutory or any other statutory remedy. It is further mutually agreed that in the event Landlord commences any summary proceeding for possession of the Premises, or any other action or proceeding against the Tenant or the Premises, Tenant will not interpose any unrelated counterclaim of whatever nature or description in any such proceeding.",Jury Trial Waiver,Jury Trial Waiver -"Co-insurance provision - - Coinsurance does not apply to any Building,Personal Property or “Stock” coverage for which a Specific Limit of Insurance applies as shown on schedule.",Coinsurance Exclusion,Co-Insurance -"This agreement shall continue in force and effect until May 31, 2025 and shall be automatically renewed for successive one-year terms annually thereafter unless notice of non-renewal is given by the Company or the Client before the end of the term. Company shall have the right to modify, reject, or terminate any SOW and any related work in process with five days written notice to Client. In the event Company terminates the SOW prior to completion of Services, the Client shall pay Company the fees due under the SOW with respect to Services completed as of the date of termination. Payment for completed work will be deducted from the deposit. Company will retain the non-refundable 50% of the Deposit and return any unearned portion exceeding 50% of the Deposit. Any amount due for services performed by Company above the deposit will be billed to Client and Client shall promptly pay.",Renewal and Termination Terms,Termination Clause -"As respects Business Income Coverage, for which no other deductible is stated above or in the coverage description, a 72 hour deductible applies.",Business Income Deductible,No Other Deduction or No Deductible -"(B) choose either Landlord's determination or Tenant's determination submitted to the Appraiser as the better estimate of Fair Market Minimum Annual Rent, being the determination which is closer to the Fair Market Minimum Annual Rent determined by the Appraiser using the definition set forth in this Article 72, within thirty (30) days after the date that the Appraiser is designated. The Appraiser's aforesaid choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with the procedure described herein, and fifty (50%) percent of any AAA fees and fees of the Appraiser. Either Landlord or Tenant shall have the right to submit to the Appraiser any material in support of its determination of Fair Market Minimum Annual Rent within ten (10) business days of the date of the selection of the Appraiser. After a determination has been made of the Fair Market Minimum Annual Rent, the parties shall execute and deliver a lease amendment memorializing the extension of the Term as described in this Article 72 and setting forth the Rent payable by Tenant during the Renewal Term, but the failure to so execute and deliver any such instrument shall not affect the determination of Fair Market Minimum Annual Rent (and, accordingly, the Rent payable during the Renewal Term).",Determining Fair Market Rent,Appraiser Selection -"The Premium shown above includes the premium charged for Equipment Breakdown coverage. The premium for Equipment Breakdown coverage is $8,359 If you elect not to purchase Equipment Breakdown coverage, please contact your Account Executive and a revised quote without Equipment Breakdown coverage will be sent to you.",Equipment Breakdown Coverage,Equipment Breakdown Coverage -"Notwithstanding any other provision hereof to the contrary notwithstanding, in no event may the Premises be used for any of the following purposes: - - - - (a) the sale, rental or use of amusement devices, pinball machines, electronic computer, card games, games of chance of any kind, or video type amusement machines, games or devices (such as Pacman); - - - - - - - - (b) pornographic movie theater or live ""sex show"" theater; - - - - - - - - (c) bowling alley; - - - - - - - - (d) billiard parlor or pool hall,; - - - - - - - - (e) funeral parlor; - - - - - - - - (f) massage parlor; - - - - - - - - (g) gasoline station; - - - - - - - - (h) sale or rental of pornographic literature (such as an ""Adult Book Store""); - - - - - - - - (i) the sale or rental of video tapes of X-Rated, R-Rated, PG-Rated, Not-rated or any kind of movies or ""pornographic"" movies; - - - - - - - - (j) flea market, bingo or other game hall or meeting room; - - - - - - - - (k) drug abuse treatment center; - - - - - - - - (l) methadone maintenance clinic or center; - - - - - - - - (m) the sale of paraphernalia used in connection with illicit drugs; - - - - - - - - (n) any games of chance or gambling, in any form (including, but not limited to horse racing, such as an OTB parlor, but excluding the sale of lottery tickets that are sponsored by federal, state, county or local authorities); - - - - - - - - (o) the sale of prescription drugs, cosmetics, health and beauty aid products and pharmaceutical products; - - - - - - - - (p) intentionally omitted; - - - - - - - - (q) discotheque, ballroom, or dance hall. - - - - - - - - The foregoing provisions of this Article shall not be construed or interpreted to enhance or enlarge the uses for which the Premises may be used, which uses are strictly limited to those specifically set forth in this Lease.",Prohibited Use,Prohibited Uses -"If Tenant timely disputes Landlord’s Determination and Landlord and Tenant fail to agree as to the Fair Market Minimum Annual Rent (and, accordingly, the Rent payable by Tenant during the subject Renewal Term) within thirty (30) days after the giving of Tenant’s Notice, then the Fair Market Minimum Annual Rent shall be determined as follows: A licensed real estate appraiser (the “Appraiser”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Appraiser, then the same shall be designated by the American Arbitration Association (“AAA”). The Appraiser selected by the parties or designated by the AAA shall have at least ten (10) years’ experience in the appraisal of retail space in Manhattan, NY. Landlord and Tenant shall each submit to the Appraiser and to the other its determination of the Fair Market Minimum Annual Rent. The parties shall instruct the Appraiser to (A) conduct the hearings and investigations that he or she deems appropriate, and",Fair Market Rent Determination,Applicability of Appraiser -Duplicate Electronic Data Processing Data and Media,Duplicate Data Storage,Electronic Data Processing -"Personal Property at Undescribed Premises - - LIMITS OF INSURANCE - - At any “exhibition” premises - - Not Covered - - At any installation premises or temporary storage premises - - Not Covered - - At any other not owned, leased or regularly operated premises - - $25,000",Personal Property Limits,Insurance Limits -Independently Developed Intellectual Property.,Independent IP,Independently Developed Intellectual Property -"It is unlikely that it is caused by a mast cell mediated etiologigy that increases vascular permeability through mast cell degranulation and release of inflammatory mediators include allergic angioedema, autoimmune mast cell release and direct mast cell release caused by medications such as opiates and radiocontrast media. It is not likely this type of reaction because these etiologies are associated with urticaria and pruritis, which the patient did not have. Also the patient did not have any exposure to a new pet, food, lotion or any other allergen or medication that could cause an allergic type reaction. The patient also does not have any history of autoimmune disease or any reaction similar to this in the past",Diagnosis,Health Effects Explanation -"Onsite Services. - - 2.1 Onsite visits will be charged on a daily basis (minimum 8 hours). - - 2.2 Time and expenses will be charged based on actuals unless otherwise described in an Order Form or accompanying SOW. - - 2.3 All work will be executed during regular working hours Monday-Friday 0800-1900. For work outside of these hours on weekdays, Company will charge one hundred percent (100%) of the regular hourly rate and two hundred percent (200%) for Saturdays, Sundays and public holidays applicable to Company. - - 2.4 If scheduled onsite visits are cancelled less than ten (10) working days in advance of the scheduled date, Company is entitled to charge fifty percent (50%) of the expected revenue associated with this onsite activity as compensation.",Onsite Service Fees,Onsite Visits -"Summary statistics will be presented by treatment and by timing of dose (all 4 combinations of treatment and timing of dose). The GD parameters on the original scale will be analyzed using the mixed-effects model that includes treatment, timing of dose, treatment-by-timing of dose interaction, and period as fixed effects and patient as a random effect.",Data Analysis,Study Summary -"Upon the execution of this Lease, Tenant shall provide Landlord with the name and stock interest of each Shareholder of the Tenant, if it be a corporation, or, name and percentage interest of each Member of the Tenant if it be a Limited Liability Company. Any such corporate tenant, within ten (10) days following Landlord’s written request therefor, shall furnish to Landlord a statement verified by a principal officer of said corporation, setting forth such information regarding the stockholders thereof which Landlord may designate in its said request; it being distinctly understood and agreed that any such Tenant’s failure to comply with Landlord’s said request shall be deemed a major default under the within Lease.",Corporate Tenant Compliance,Corporate Tenant Compliance -"In the event that this Lease is assigned or the Premises are sublet (except for any assignment or subletting which does not result in a change of beneficial ownership of this Lease, of in connection with an Assignment to an affiliate, successor or to a coporation intio which Tenant is merged or consolidated, or to an entity to which substantially all of the assets of Tenant are transferred), it shall be a condition of such assignment or subletting that Tenant shall deposit or arrange for the deposit with Landlord as security hereunder an additional amount equal to two (2) months fixed rent at the rate then in effect for the first assignment or subletting and an additional (2) months fixed rent at the rate then in effect for each and every subsequent assignment or subletting.",Subletting Security Deposit,Security Deposit for Assignment/Sublet -"Umbrella - - Policy Number - - CUP-001 - - Policy Term - - 05/29/2021 – 05/29/2022 - - Insuring Company - - INSURANCEA PROPERTY CASUALTY COMPANY OF AMERICA - - Locations schedule",Umbrella Policy Details,Umbrella Policy Details -"If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law.",Severability of Terms,Applicability of Florida Statutes -"Hail: - - At the following described premises: - - PREMISES - - BUILDINGS - - LOCATION NO. - - No. - - 2-13 - - 2-19 - - the following percentage applies:",Hail Damage Percentage,Hail and Insurance Coverage -"++HTN - - • Continue patient’s BP control with Diltiazem drip 5mg/hour - - • HOLD altace (ACEI) that is most likely the cause of angioedema - - • Consider an alternative HTN medication to replace the ACEI. Can’t use a HCTZ because of sulfa allergy. Also has asthma/COPD picture so beta blocker may not work well either.",Hypertension Treatment,HTN Treatment Plan -"Airport Information - - Airport: - - Runway Surface Type: - - Airport Elevation: - - Runway Surface Condition: - - Runway Used: - - IFR Approach: - - Runway Length/Width: - - VFR Approach/Landing:",Airport Runway Details,Airport Information -Maximum amount – each building,Building Maximum Amount,Building Maximum Amount -"Notwithstanding any other provision hereof to the contrary notwithstanding, in no event may the Premises be used for any of the following purposes:",Prohibited Use,Permitted Use -"42G. Use Restrictions - - - - Notwithstanding any other provision hereof to the contrary notwithstanding, in no event may the Premises be used for any of the following purposes: - - - - (a) the sale, rental or use of amusement devices, pinball machines, electronic computer, card games, games of chance of any kind, or video type amusement machines, games or devices (such as Pacman); - - - - - - - - (b) pornographic movie theater or live ""sex show"" theater; - - - - - - - - (c) bowling alley; - - - - - - - - (d) billiard parlor or pool hall,; - - - - - - - - (e) funeral parlor; - - - - - - - - (f) massage parlor; - - - - - - - - (g) gasoline station; - - - - - - - - (h) sale or rental of pornographic literature (such as an ""Adult Book Store""); - - - - - - - - (i) the sale or rental of video tapes of X-Rated, R-Rated, PG-Rated, Not-rated or any kind of movies or ""pornographic"" movies; - - - - - - - - (j) flea market, bingo or other game hall or meeting room; - - - - - - - - (k) drug abuse treatment center; - - - - - - - - (l) methadone maintenance clinic or center; - - - - - - - - (m) the sale of paraphernalia used in connection with illicit drugs; - - - - - - - - (n) any games of chance or gambling, in any form (including, but not limited to horse racing, such as an OTB parlor, but excluding the sale of lottery tickets that are sponsored by federal, state, county or local authorities); - - - - - - - - (o) the sale of prescription drugs, cosmetics, health and beauty aid products and pharmaceutical products; - - - - - - - - (p) intentionally omitted; - - - - - - - - (q) discotheque, ballroom, or dance hall. - - - - - - - - The foregoing provisions of this Article shall not be construed or interpreted to enhance or enlarge the uses for which the Premises may be used, which uses are strictly limited to those specifically set forth in this Lease.",Prohibited Uses List,Prohibited Uses Restriction -"For the purposes of this Article, and elsewhere in this Lease, (i) the term ""Persons Within Tenant's Control"" shall mean and include Tenant, all of Tenant's respective principals, officers, agents, contractors, servants, employees, licensees and invitees; (ii) the term ""Requirements"" shall mean all present and future laws, ordinances, requirements, orders, directives, rules and regulations of federal, state, county and city governments and of all other governmental authorities having or claiming jurisdiction over the Real Property relating solely to the Premises; (iii) the term ""Indemnitees"" shall mean Landlord, its trustees, partners, shareholders, officers, directors, employees, agents and contractors and the managing agent, if any (and the partners, shareholders, officers, directors and employees and contractors of such managing agent), of Landlord; and (v) the term ""Governmental Authority"" shall mean The United States of America, the City and State of New York, the County of New York, any political subdivision thereof and any agency, department, commission, board, bureau or instrumentality of any of the foregoing, now existing or hereafter created, having jurisdiction over the Building, the Real Property, or any portion thereof.","Persons Within Control, Requirements, Indemnitees",Transfer Restrictions -"Notwithstanding anything contained to the contrary in this lease, (i) Tenant hereby waives any right to recover against Landlord any indirect, consequential, special, punitive or incidental damages against Landlord in any cause of action, proceeding or claim arising out of, or in connection with, this lease; and (ii) Landlord hereby waives any right to recover against Tenant any indirect, consequential, special, punitive or incidental damages against Tenant in any cause of action, proceeding or claim arising out of, or in connection with, this lease.",Waiver of Damages,Waiver of Indirect and Consequential Dam -"77 yo woman presents with significant angioedema in left side of tongue and inner cheek. Possible causes of angioedema include allergic anaphylaxis reaction, drug induced, allergic contact dermatitis, viral infection, drug induced, or a C1 inhibitor deficiency disorder acquired or hereditary. Laryngeal edema can also be caused by tonsillitis, peritonsilar abscess or pharyngeal foreign body. - - It is unlikely that the patient has edema caused by abscess or tonsillitis since she does not have any associated fever or other signs of infection and the sudden onset of her swelling also argues against this. It is not likely a foreign body since ENT did not find anything when they scoped her. - - It is unlikely that it is caused by a mast cell mediated etiologigy that increases vascular permeability through mast cell degranulation and release of inflammatory mediators include allergic angioedema, autoimmune mast cell release and direct mast cell release caused by medications such as opiates and radiocontrast media. It is not likely this type of reaction because these etiologies are associated with urticaria and pruritis, which the patient did not have. Also the patient did not have any exposure to a new pet, food, lotion or any other allergen or medication that could cause an allergic type reaction. The patient also does not have any history of autoimmune disease or any reaction similar to this in the past - - It is more likely that the etiology is kinin-related where angioedema results from generation of bradykinin and complement-derived mediators that increase vascular permeability since there is no urticaria or pruritis. The most likely cause is the Altace (ACEI) that the patient has been taking caused an increase in bradykinin since it decreases angiotensin 2 which degrades bradykinin. Bradykinin can then interact with vascular receptors increasing vasodilation, vascular permeability, increased cGMP and release of nitric oxide. This reaction occurs in .1-7% of patients treated with an ACEI and it typically involves the mouth, lips, tounge, larynx, pharynx and sublottic tissues. Half of these cases usually occur within a week of starting the ACEI but can occur years later. This is a class specific reaction not a drug specific and ARBs can cause the same reaction even though these drugs don’t effect the kinin metabolism. 50% of patients with angioedema due to an ARB also had an ACEI induced angioedema (Cicardi, M, Zingale, LC, Bergamschini L, Agostoni, A. Angioedema associated with agniotensin-converting enzyme inhibitor use: outcome after switching to a different treatment. Arch Intern Med 2004; 164:910). Deficiency of C1 inhibitor can cause angioedema since levels of complement are reduced and cause increased bradykinin. This can be due to lack of C1 INH or adequate amounts of nonfunctional C1 INH. Other causes of angioedema include aspirin and NSAIDs since inhibition of cox and enzyme pathyway increases formation of pro-inflammatory leukotrienes. - - Other possibilities in the differential of causes of swelling include cellulitis, autoimmune conditions including SLE, polymyositis, dermatomyositis and sjorgren’s syndrome. Hypothyroidism can cuase puffiness of face and lips, hyperthyroidism can cause an infiltrative dermopathy, superior vena cava syndrome and tumors can cause venous engorgement and swelling. It is not likely one of these etiologies since the patient is on an ACEI and the swelling is restricted only to her tongue and throat typical of ACEI angioedema.",Allergic Angioedema,Angioedema Explanation -"Review of Systems: - - Constitutional - NAD, has been generally feeling well the last couple of weeks Eyes - no changes in vision, double vision, blurry vision, wears glasses ENT - No congestion, changes in hearing, does not wear hearing aids Skin/Breast - no rashes Cardiovascular - No SOB, chest pain, heart palpitations Pulmonary - hard to get a breath in but not short of breath, no cough Endocrine - No changes in appetite Gastro Intestinal - No n/v/d or constipation. Has not eaten because can't swallow solid - - foods. - - Genito Urinary - No increased frequency or pain on urination. Some urge incontinence - - with history of prolapse. Musculo Skeletal - no changes in strengths, no joint tenderness or swelling Neurologic - No changes in memory Psychology - No changes in mood Heme/Lymph - Denies easy bruising",No Changes in Symptoms,Neurological Exam Findings -as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.,Applicable Regulation,Singapore Regulatory Compliance -TSH level to check for hypo/hyper thyroid,Thyroid Function Test,TSH Test -"Reasonable Consent. If Landlord does not elect either of the options provided in the Recapture section of this article, Landlord shall not unreasonably withhold or delay its consent to a proposed transfer. It shall be deemed reasonable for Landlord to withhold consent to any proposed transfer if any of the following conditions have not been established to Landlord's satisfaction: - - 6.4.1 The proposed transferee has sufficient financial wherewithal to discharge its obligations under this Lease as determined by Landlord's criteria for selecting Project tenants and has a tangible net worth, experience, and reputation that is not less than the tangible net worth, experience, and reputation of Tenant on the Date of this Lease or the date of the transfer, whichever is greater. ""Tangible net worth"" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. - - 6.4.2 The use, nature, business, activities, or reputation in the business community of the proposed transferee will not cause physical harm to the Project or harm to the reputation of the Project that would result in an impairment of Landlord's ability to lease space in the Project or a diminution in the rental value of space in the Project. - - 6.4.3 The proposed use of the Premises by the proposed transferee will be the Permitted Use and not prohibited by the Rules and Regulations, and will not violate any restrictive covenants or exclusive use provisions applicable to Landlord, cause a violation of another lease for space in the Project, or give an occupant of the Project a right to cancel its lease. - - 6.4.4 The proposed transferee shall not be any person or entity who shall at that time be a tenant, subtenant, or other occupant of any part of the Project, or an affiliate of any of them, or who dealt with Landlord or Landlord's agent (directly or through a broker) as to space in the Project during the six months immediately preceding Tenant's request for Landlord's consent. - - 6.4.5 The proposed use of the Premises by the proposed transferee will not require alterations or additions to the Premises or the Project to comply with applicable law or governmental requirements and will not negatively affect insurance requirements or involve the introduction of materials to the Premises that are not in compliance with applicable environmental laws. - - 6.4.6 Any mortgagee of the Project will consent to the proposed transfer if such consent is required under the relevant loan documents. - - 6.4.7 The proposed use of the Premises will not materially increase the operating costs for the Project or the burden on Project services, or generate excessive foot traffic, elevator usage, Parking Area usage, or security concerns in the Project, or compromise or reduce the comfort or safety, or both, of Landlord and the other occupants of the Project. - - 6.4.8 The proposed transferee shall not be, and shall not be affiliated with, anyone with whom Landlord or any of its affiliates or mortgagees has been involved with in litigation or who has defaulted under any agreement with Landlord or any of its affiliates. - - 6.4.9 There shall be no default by Tenant, beyond any applicable grace period, under any of the terms, covenants, and conditions of this Lease at the time that Landlord's consent to a transfer is requested and on the date of the commencement of the term of the proposed transfer. - - 6.4.10 If the resulting tenant entity does not have equal or greater tangible net worth and creditworthiness as Tenant as of the Date of this Lease or the date of transfer, whichever is greater, Landlord, at its option, may approve the transfer subject to an increase in the Security Deposit, or receipt of new personal guarantees acceptable to Landlord, or both. - - 6.4.11 Any Guarantor will consent to the transfer and to execute a written agreement reaffirming the",Reasonable Consent Requirements,Consent Requirements -Business Personal Property Rate:,Business Personal Property Rate,Business Personal Property Tax Rate -"(B) choose either Landlord's determination or Tenant's determination submitted to the Appraiser as the better estimate of Fair Market Minimum Annual Rent, being the determination which is closer to the Fair Market Minimum Annual Rent determined by the Appraiser using the definition set forth in this Article 72, within thirty (30) days after the date that the Appraiser is designated. The Appraiser's aforesaid choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with the procedure described herein, and fifty (50%) percent of any AAA fees and fees of the Appraiser. Either Landlord or Tenant shall have the right to submit to the Appraiser any material in support of its determination of Fair Market Minimum Annual Rent within ten (10) business days of the date of the selection of the Appraiser. After a determination has been made of the Fair Market Minimum Annual Rent, the parties shall execute and deliver a lease amendment memorializing the extension of the Term as described in this Article 72 and setting forth the Rent payable by Tenant during the Renewal Term, but the failure to so execute and deliver any such instrument shall not affect the determination of Fair Market Minimum Annual Rent (and, accordingly, the Rent payable during the Renewal Term). - - - - - - (iii) If Tenant timely disputes Landlord’s Determination and if the final determination of the Fair Market Minimum Annual Rent shall not be made on or before the first day of the subject Renewal Term then, pending such final determination, Tenant shall pay, as Rent for the subject Renewal Term, an amount equal to Landlord’s Determination. If, based upon the final determination of the Fair Market Minimum Annual Rent, the Rent payments made by Tenant for such portion of the subject Renewal Term were (i) less than they should have been, then Tenant shall pay to Landlord the amount of such deficiency within ten (10) business days after demand therefor, or (ii) greater than they should have been, then Landlord shall credit the amount of such excess against installments of Rent next coming due. - - - - Time shall be of the essence with respect to all obligations under this Article 72.",Determining Fair Market Rent,Appraiser Selection -"Tenant shall as its sole responsibility, and at Tenant's sole cost and expense, take all action, including making any required alterations necessary to comply with all Requirements (including, but not limited to, applicable terms of the Americans With Disabilities Act of 1990 (the ""ADA""), as modified and supplemented from time to time, which shall impose any violation, order or duty upon Landlord or Tenant arising from, or in connection with, the Premises, Tenant's occupancy, use or manner of use of the Premises (including, without limitation, any occupancy, use or manner of use that constitutes a ""place of public accommodation"" under the ADA), or any installations in the Premises, or required by reason of a breach of any of Tenant's covenants or agreements under this Lease, whether or not such Requirements shall now be in effect or hereafter enacted or issued, and whether or not any work required shall be ordinary or extraordinary or foreseen or unforeseen at the date hereof.",ADA Compliance Requirements,Requirements -"InsuranceA Risk Control is an innovative provider of cost-effective risk management services and products. As one of the largest Risk Control departments in the industry, our scale allows the right resource at the right time to meet customer needs. For over 110 years, our loss prevention professionals have assisted agents, brokers and customers across the country and around the world. - - https://www.InsuranceA.com/risk-control",Risk Management Services,Coverage Options -"Fluticasone (Flovent) 2 puff bid - corticosteroid to treat airways in asthma/copd xoperex 1.25mg and Ipratropium 2.5 ml nebulized qam - anticholinergic to treat airways - - in COPD",Asthma/COPD Medications,Fluticasone (Flovent) and -"Tenant, and/or Tenant's employees may not smoke in any part of the Building, including but not limited to the Premises, bathrooms, fire escapes and hallways of the Building. Furthermore, Tenant and/or its employees may not smoke in front of the entrance of the Building. Landlord has the right to involve the NYC Fire Department and/or any other agencies of the City of New York if Tenant and/or its employees, and/or invitees are found to have been smoking in or around the Premises. A violation of this Article shall be material default under this Lease.",No Smoking Policy,Smoking and Smoking Restrictions -"Coinsurance does not apply to any Building,Personal Property or “Stock” coverage for which a Specific Limit of Insurance applies as shown on schedule.",Coinsurance Exclusion,Coinsurance -"Landlord’s failure during the Lease term to prepare and deliver any of the statements, notices, or bills for rent and/or additional rent or Landlord’s failure to make a demand, shall not in any way cause Landlord to forfeit or surrender its rights to collect any of the items of rent and/or additional rent that may have become due during the term of this Lease. Tenant’s liability for all such amounts due under this Lease shall survive the expiration of the Term. Nevertheless, any sums due under the Lease must be claimed within two years of when due or within one year from expiration of the Lease.",Rent and Additional Rent Liability,No Forfeiture -"In the event that the Premises are not surrendered at the end of the Lease term, Tenant shall indemnify Landlord against loss or liability resulting from Tenant's delay in surrendering the Premises thereafter until said Premises are surrendered.",Non-Surrender of Premises Indemnity,Surrender of Premises -"Deluxe business income (AND extra expense) coverage form - described premises - - PREMISES LOCATION NO. - - BUILDING NO. - - LIMITS OF INSURANCE - - 2-13 - - 2-19 - - $9,038,112",Business Income Coverage Details,Coverage Options -• Consider an alternative HTN medication to replace the ACEI. Can’t use a HCTZ because of sulfa allergy. Also has asthma/COPD picture so beta blocker may not work well either.,Hypertension Medication Alternatives,Medication Use -"PricewaterhouseCoopers LLP - - 300 Madison Avenue New York, New York 10017 United States of America",PricewaterhouseCoopers LLP Address,Applicability of Law -"12.4 Force Majeure. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Client or Client employees, respectively). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.",Force Majeure Clause,Force Majeure -"The Security being held pursuant to this Article shall at all times be an amount equal to - - - - - - three (3) times the monthly fixed rent then reserved under Article 40 of this Lease. On the first day of the month following each anniversary of the Rent Commencement Date of this Lease, Tenant shall pay to Landlord funds sufficient so that the un-applied Security held by Landlord shall at all times equal three times the monthly fixed rent then reserved under Article 40 of this Lease.",Security Deposit Amount,Security -The Limits of Insurance shown in the left column are included in the coverage form and apply unless a Revised Limit of Insurance or Not Covered is shown in the Revised Limits of Insurance column on the right. The Limits of Insurance apply in any one occurrence unless otherwise stated.,Limits of Insurance,Limits of Insurance -"Tenant shall pay all charges for all public or private utility services provided to the Premises, shall comply with all contracts relating to such services, and shall do all other things required for the maintenance and continuance of all such services. - - - - Tenant, at its sole cost and expense, shall make all arrangements with the public utility company serving the Premises for obtaining and paying for heat and electricity at the Premises, including without limitation arrangements pertaining to the installation and use of meters, pans, risers, wiring, panel boards, feeders and other conductors and equipment. Landlord shall not be liable or responsible for charges for electricity at the Premises, or any loss, damage or expense which Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for - - - - - - Tenant's requirements. At all times during the term of this Lease, Tenant shall comply with all rules and regulations of governmental authorities and the public utility applicable to service, equipment, wiring and changes in requirements.",Utility Services Compliance,Tax and Expense Payments -"50. Licenses and Permits - - - - - - Tenant agrees to secure and maintain as its sole responsibility and, at its own expense, all licenses and permits from Federal, State, and local authorities as may be necessary for the conduct of Tenant's business, and shall comply with all applicable laws, rules and regulations. Landlord does not represent that any license or permit, which may be required will be granted or, if granted, will continue in effect or be renewed. Tenant's obligations under this Lease shall in no way be affected by Tenant's inability to secure or maintain any license or permit. Landlord will cooperate with Tenant in obtaining any such licenses or permits.",Licenses and Permits Obligation,License and Permit Requirements -"BANK OR OFFICE - - - TX - - 11/17 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 36,691 - - 43.485 - - $1,596 - - TX - - 12/18 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 150,000 - - 18.168 - - $2,725 - - TX - - 12/18 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 112,772 - - 52.752 - - $5,949 - - TX - - 13/19 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 47,000 - - 52.752 - - $2,479 - - TX - - 14/20 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 36,691 - - 52.752 - - $1,936",Bank or Office Insurance,Building Coverage Details -"General Aggregate - - $4,000,000 - - Products/Completed Operations - - $2,000,000 - - and/or Professional Liability - - $2,000,000 (if applicable) - - Each Occurrence - - $1,500,000 - - Automobile Liability - - Combined Single Limit - - $1,000,000 - - Workers Compensation - - Statutory - - Employers’ Liability - - Each Accident - - $250,000 - - Policy Limit - - $100,000 - - Each Employee - - $100,000",Insurance Coverage Limits,Insurance Coverage Details -EMPLOYEE BENEFITS LIABILITY COV FORM,Employee Benefits Liability Coverage,Forms and Endorsements -"Tenant shall pay all charges for all public or private utility services provided to the Premises, shall comply with all contracts relating to such services, and shall do all other things required for the maintenance and continuance of all such services.",Utility Services Compliance,Tax and Utility Payments -"PRESENTED BY - - PROPOSED ON 05/14/2021 FOR - - InsA LLC - - NO1 REAL ESTATE INC. - - Street 1, SUITE 100 - - Road 2, SUITE 400 - - City, State, Zip Code - - City, State, Zip Code",Proposed for InsA LLC,Building Coverage Details -"Tenant shall pay to Landlord, as additional rent, $75.00 per month on the first day of each and every month commencing with the Commencement Date, for the term of this Lease, for sprinkler service.",Sprinkler Service Fee,Sprinkler Service Fee -"64. Landlord’s Consent - - - - In no event shall Tenant be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or delayed its consent or approval to any request of Tenant in such instances, if any, where Landlord is expressly required hereunder, or under law, not to unreasonably withhold or delay such consent. Tenant's sole remedy shall be an action or proceeding to enforce any such provision, or for specific performance, injunction or declaratory judgment.",Landlord Consent Waiver,Landlord Consent Waiver -No action shall be taken involving any personal risk or without,No Personal Risk,No Liability -"(c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.",Commercial General Liability Insurance,Commercial General Liability Insurance Coverage -"(i) Conduct or permit any fire, bankruptcy, auction or “going out of business” sale (whether real or fictitious) in the Demised Premises, or utilize any unethical method of business operation; - - - - - - - - (ii) Use, or permit to be used, any advertising medium and/or loudspeaker, and/or sound amplifier, and/or radio or television broadcast which may be heard outside the Demised Premises or which does not comply with the general policies or rules and regulations then in effect for the Building; - - - - - - - - (iii) Use the plumbing facilities for any purpose other than that for which they were constructed, or dispose of any garbage or other foreign substance therein, whether through the utilization of so-called “disposal” or similar units, or otherwise; - - - - - - - - (iv) Place a load on any floor in the Demised Premises, exceeding the floor load per square foot which such floor was designed to carry, or install, operate or maintain therein any heavy item of equipment except in such manner as to achieve a proper distribution of the weight; or - - - - - - - - (v) Suffer, allow or permit any offensive or obnoxious vibration, noise, odor or other undesirable effect to emanate from the Demised Premises, or any machine or other installation therein, or otherwise suffer, allow or permit the same to constitute a nuisance (it shall be the Tenant's obligation to install insulation and/or sound deadening devices as necessary to prevent any such vibration, noise, odor or other undesirable effect).",No Nuisance,Unethical Business Practices -" Fixed Income, Currency and Commodities, which includes client execution activities related to making markets in both cash and derivative instruments for interest rate products, credit products, mortgages, currencies and commodities; and","Fixed Income, Currency and Commodities",Execution and Settlement -"++DM - - • Not on oral home meds - - • Patient is on corticosteroids that increase blood glucose levels, so put patient on sliding scale normal insulin to adjust for high sugars - - • Resume neurontin for neuropathy when oral meds can be taken - - ++HTN - - • Continue patient’s BP control with Diltiazem drip 5mg/hour - - • HOLD altace (ACEI) that is most likely the cause of angioedema - - • Consider an alternative HTN medication to replace the ACEI. Can’t use a HCTZ because of sulfa allergy. Also has asthma/COPD picture so beta blocker may not work well either. - - ++CAD s/p PCI in 1999 - - - Resume simvastatin and aspirin when patient is able to take oral meds - - ++GERD - - - famotidine when oral meds are resumed",Treatment Plan,Treatment Plan -"6.4.4 The proposed transferee shall not be any person or entity who shall at that time be a tenant, subtenant, or other occupant of any part of the Project, or an affiliate of any of them, or who dealt with Landlord or Landlord's agent (directly or through a broker) as to space in the Project during the six months immediately preceding Tenant's request for Landlord's consent.",Transfer Restrictions,Transfer Prohibitions -"43. Basement Space - - - - Subject to the terms and conditions contained elsewhere in this Lease, Tenant may use the area of the basement of the building, shown in Exhibit A annexed hereto, solely for purposes of allowed under the existing Temporary Certificate of Occupancy annexed as Exhibit Band for no other purpose.Landlord represents that basement area shown on Exhibit A is “eating and drinking establishment.” - - - - Subject to the terms and conditions contained elsewhere in this Lease, Tenant’s use of the basement shall not, in any way, block Landlord's use of same, or interfere with any machinery or equipment in the basement. Tenant agrees that its use of the basement shall be in accordance with reasonable rules and regulations to be established by Landlord. - - - - Tenant shall permit access through the Premises to the basement space for the Landlord and representatives of Con Edison and other utility or service providers as reasonably required during business hours and with 24 hour notice, where reasonably possible, to Tenant for any access other than meter reading. - - - - Tenant shall not block or place any obstructions in front of and/or within three feet of the building’s electric panel, meters, and shut-off switches.",Basement Eating & Drinking Use,Basement Space -"(a) that at the time of the exercise of each such right and at the commencement of the Renewal Term, Tenant shall not be in default beyond the applicable notice and cure period provided in this lease;",No Default Renewal,Renewal Option -At any installation premises or temporary storage premises,Installation or Storage Premises,Installation and Storage -"(e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate.",Crime Insurance Limit,Crime Policy Endorsement -Flush contaminated skin with plenty of water. Remove contaminated,Skin Contamination Cleanup,Skin Care -"Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident.",Business Auto Liability,Automobile Liability Coverage -methadone maintenance clinic or center;,Methadone Maintenance,Methadone Maintenance -"Tenant, at its sole cost and expense, shall make all arrangements with the public utility company serving the Premises for obtaining and paying for heat and electricity at the Premises, including without limitation arrangements pertaining to the installation and use of meters, pans, risers, wiring, panel boards, feeders and other conductors and equipment. Landlord shall not be liable or responsible for charges for electricity at the Premises, or any loss, damage or expense which Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for - - - - - - Tenant's requirements. At all times during the term of this Lease, Tenant shall comply with all rules and regulations of governmental authorities and the public utility applicable to service, equipment, wiring and changes in requirements.",Heat and Electricity,Energy and Utility Requirements -"Tenant, at its sole cost and expense, shall make all arrangements with the public utility company serving the Premises for obtaining and paying for heat and electricity at the Premises, including without limitation arrangements pertaining to the installation and use of meters, pans, risers, wiring, panel boards, feeders and other conductors and equipment. Landlord shall not be liable or responsible for charges for electricity at the Premises, or any loss, damage or expense which Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for",Heat and Electricity,Electricity -EMPLOYEE BENEFITS LIAB TABLE OF CONTENTS,Employee Benefits Liability,Employee Benefits Liability Table -"• Engineering: - - - - • Monday-Friday 6AM-6PM PST - - - - • engineering@digitalmemex.com - - - - • (206) 684-8889 - - - - - - • Support:",Engineering and Support Contact Info,Engineering and Support Contact -"Bellevue, WA - - Total Eligible Employees: - - 600 - - Participating Subscribers: - - 500 - - Employer Contributions - Employee: - - Multiple - - Employer Contributions - Dependent: - - Multiple - - Waiting Period:",Employer Contribution Details,Building Coverage Details -"$20,023.78 of the Security to the Tenant and the Security obligation shall be $31,976.72 and remain until the expiration or earlier termination of this Lease.",Security Obligation,Security Deposit -"Tenant agrees that it shall not at any time, without first obtaining Landlord’s prior written consent, do any of the following: - - - - (i) Conduct or permit any fire, bankruptcy, auction or “going out of business” sale (whether real or fictitious) in the Demised Premises, or utilize any unethical method of business operation; - - - - - - - - (ii) Use, or permit to be used, any advertising medium and/or loudspeaker, and/or sound amplifier, and/or radio or television broadcast which may be heard outside the Demised Premises or which does not comply with the general policies or rules and regulations then in effect for the Building; - - - - - - - - (iii) Use the plumbing facilities for any purpose other than that for which they were constructed, or dispose of any garbage or other foreign substance therein, whether through the utilization of so-called “disposal” or similar units, or otherwise; - - - - - - - - (iv) Place a load on any floor in the Demised Premises, exceeding the floor load per square foot which such floor was designed to carry, or install, operate or maintain therein any heavy item of equipment except in such manner as to achieve a proper distribution of the weight; or - - - - - - - - (v) Suffer, allow or permit any offensive or obnoxious vibration, noise, odor or other undesirable effect to emanate from the Demised Premises, or any machine or other installation therein, or otherwise suffer, allow or permit the same to constitute a nuisance (it shall be the Tenant's obligation to install insulation and/or sound deadening devices as necessary to prevent any such vibration, noise, odor or other undesirable effect).",No Nuisance,Permitted Use and No Unethical Business Practices -"Tenant shall not block or place any obstructions in front of and/or within three feet of the building’s electric panel, meters, and shut-off switches.",No Obstructions Near Electric Panel,No Obstruction -"In addition to Taxes as set forth above, Tenant shall pay within ten (10) days after invoice therefor,including copies of applicable bill, an amount equal to Tenant's Share of the amount by which any charges imposed by any Business Improvement District on the Premises or any Escalation Year during the term of this Lease exceed Business Improvement District Charges in the Base Year.",Business Improvement District Charges,Tax Payments and Florida Statutes Compliance -"The provisions of this rider are hereby incorporated into and made a part of the Lease dated as of October 15, 2021 between BIRCH STREET, LLC, having an address at c/o Birch Palace, 6 Grace Avenue Suite 200, Great Neck, New York 11021 (""Landlord""), and Trutone Lane LLC, having an address at 4 Pearl Street, New York, New York 10012 (""Tenant"") of Premises known as the ground floor space and lower level space, as per floor plan annexed hereto and made a part hereof as Exhibit A (“Premises”) at 4 Pearl Street, New York, New York 10012 in the City of New York, Borough of Manhattan, to which this rider is annexed. If there is any conflict between the provisions of this rider and the remainder of this Lease, the provisions of this rider shall govern. - - - -40. Rent",Lease Rider,Rent -"Tenant agrees that, notwithstanding any other provision of this Lease, Landlord shall not be under any personal liability under this Lease and, if Landlord defaults hereunder, Tenant shall look solely to the interest of Landlord or its successor in the Premises for the satisfaction of any judgment or other judicial process requiring the payment of money by Landlord based upon any default hereunder, and no other assets of Landlord or any such successor shall be subject to levy, execution, or other enforcement procedure for the satisfaction of any such judgment or process. Upon any conveyance or transfer of the Building, the transferor shall be relieved from all liability hereunder. - - - - Landlord shall not be held liable for any injury to or death of any person or persons, or injury or damage to merchandise, goods, furniture, fixtures or other property, from theft or accident, or from steam, gas, electricity, water, rain which may seep into, issue or flow from the Building, unless same shall be due to Landlord's gross negligence or willful misconduct.",No Landlord Liability,Liability and Indemnification -"12. COMMON AREAS. The ""Common Areas"" of the Project include such areas and facilities as delivery facilities, walkways, landscaped and planted areas, a conference center, a fitness center, and parking facilities and are those areas designated by Landlord for the general use in common of occupants of the Project, including Tenant. The Common Areas shall at all times be subject to the exclusive control and management of Landlord. Landlord may charge Tenant a Building Standard fee for Tenant's exclusive temporary use of any Common Areas such as delivery facilities. Landlord may grant third parties specific rights concerning portions of the Common Areas. Landlord may, without it constituting an actual or constructive eviction, and without otherwise incurring any liability to Tenant, increase, reduce, improve, or otherwise alter the Common Areas, otherwise make improvements, alterations, additions, or reductions to the Project, and change the name or number by which the Building or Project is known. Landlord may also temporarily close the Common Areas to make repairs or improvements. Landlord has the right, but not the obligation, in its sole and absolute discretion, to temporarily close the Building or access to portions thereof, including any Common Area and the Premises, if there is any act or threat of any act of terrorism, war, violence, vandalism, civil unrest, riot, pandemic or health emergency, or other event that may pose a threat to the public health or safety or damage to the Building, including a hurricane warning, any advisory warning, directive, or notice from the Office of Homeland Security, the Center for Disease Control, or any other federal, state, or local governmental or enforcement agency (any of the foregoing, “Civil Unrest”). Tenant shall comply with any notice from Landlord or any governmental agency to close the Building or portions thereof and to immediately cause all of its employees, agents, contactors, and invitees to vacate the Building. Landlord will not be responsible for any loss or damage to Tenant’s business as a result, and Tenant will not be entitled to any abatement in rent or other relief of its obligations under this Lease for any period of time when Tenant may not have access to the Premises or Building due to any Civil Unrest or Landlord’s exercise of any of its other rights under this section. This Lease does not create, nor will Tenant have any express or implied easement for, or other rights to, air, light, or view over, from, or about the Project. - - 13. SECURITY INTEREST. As security for Tenant's obligations under this Lease, Tenant grants to Landlord a security interest in this Lease and all property of Tenant now or hereafter placed in or upon the Premises including, all fixtures, furniture, inventory, machinery, equipment, merchandise, furnishings, and other articles of personal property, and all insurance proceeds of or relating to Tenant's property and all accessions and additions to, substitutions for, and replacements, products, and proceeds of the Tenant's property. This Lease constitutes a security agreement under the Florida Uniform Commercial Code. This security interest shall survive the expiration or sooner termination of this Lease and Landlord may, at any time, file a financing statement with the appropriate state or governmental agency with respect to such interest. - - 14. CASUALTY DAMAGE. If the Project or any portion of it is damaged or destroyed by any casualty and: (a) the Building or Project or a material part of the Common Areas shall be so damaged that substantial alteration or reconstruction shall, in Landlord's opinion, be required (whether or not the Premises shall have been damaged by the casualty); or (b) Landlord is not permitted to rebuild the Building or Project or a material part of the Common Areas in substantially the same form as it existed before the damage; or (c) the Premises shall be materially damaged by casualty during the last two years of the Lease Term; or (d) any mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (e) the damage is not fully covered by insurance maintained by Landlord; then Landlord may, within 90 days after the casualty, give notice to Tenant of Landlord's election to terminate this Lease, and the balance of the Lease Term shall automatically expire on the fifth day after the notice is delivered. If Landlord does not elect to terminate this Lease, provided that Tenant was operating from the Premises immediately prior to the casualty and will recommence operations after restoration of the Premises, Landlord shall proceed with reasonable diligence to restore the Building and the Premises to substantially the same condition they were in immediately before the casualty. However, Landlord shall not be required to restore any unleased premises in the Building or any portion of Tenant's property. Rent shall abate in proportion to the portion of the Premises not usable by Tenant as a result of any casualty resulting in damage to the Building which is covered by insurance carried or required to be carried by Landlord under this Lease, as of the date on which the Premises becomes unusable and the abatement shall continue until the date the Premises become tenantable again. Landlord shall not otherwise be liable to Tenant for any delay in restoring the Premises or any inconvenience or annoyance to Tenant or injury to Tenant's business resulting in any way from the damage or the repairs, Tenant's sole remedy being the right to an abatement of Rent. - - 15. CONDEMNATION. If the whole or any substantial part of the Premises shall be condemned by eminent domain or acquired by private purchase in lieu of condemnation, this Lease shall terminate on the date on which possession of the Premises is delivered to the condemning authority and Rent shall be apportioned and paid to that date. If no portion of the Premises is taken but a substantial portion of the Project is taken, at Landlord's option, this Lease shall terminate on the date on which possession of such portion of the Project is delivered to the condemning authority and Rent shall be apportioned and paid to that date. Tenant shall have no claim against Landlord, and assigns to Landlord any claims it may have otherwise had, for the value of any unexpired portion of the Lease Term, or any Alterations. Tenant shall not be entitled to any part of the condemnation award or private purchase price. If this Lease is not terminated as provided above, Rent shall abate in proportion to the portion of the Premises condemned. - - 16. REPAIR AND MAINTENANCE. - - 16.1 General. Landlord shall repair and maintain in good order and condition, ordinary wear and tear excepted, the Common Areas, mechanical and equipment rooms, the roof of the Building, the exterior walls of the Building, the exterior windows of the Building, the structural portions of the Building, the elevators, and the electrical, plumbing, mechanical, fire protection, life safety, and air conditioning, heating, and ventilation (""HVAC"") systems servicing the Building. However, unless the Waiver of Subrogation section applies, Tenant shall pay the cost of any such repairs or maintenance resulting from acts or omissions of the Tenant Parties. Tenant waives the provisions of any law, or any right Tenant may have under common law, permitting Tenant to make repairs at Landlord's expense or to withhold Rent or terminate this Lease based on any alleged failure of Landlord to make repairs. Except to the extent Landlord is obligated to repair and maintain the Premises as provided above, Tenant shall, at its sole cost, repair, replace, and maintain the Premises (including the walls, ceilings, and floors in the Premises, and any specialized or supplemental electrical, lighting, plumbing, mechanical, fire protection, life safety and HVAC systems exclusively for Tenant's use) in a clean, attractive, first-class condition. All replacements shall be of equal quality and class to the original items replaced. Tenant shall not commit or allow to be committed any waste on any portion of the Premises. - - 16.2 Cosmetic Refurbishment. After the fifth anniversary of the Commencement Date, and thereafter upon the fifth anniversary of the completion of any Alterations under this section, Tenant shall refurbish the Premises, which as a result of wear, normal depreciation, or any other cause are of a quality which in Landlord's reasonable judgment is not consistent with the level of quality of, or generally prevailing within, the Project. Any such worn or depreciated improvements will be replaced with materials and workmanship of a quality at least equal to the original installation for which replacement is made and subject to the Alterations article. Landlord shall contribute up to 85% of such costs, not to exceed $600,000($1,230.55/sf), which payment shall be made within 30 days after substantial completion of the Alterations, and delivery to Landlord of final releases of lien from Tenant’s general contractor and all lienors giving notice as defined in the Florida Construction Lien Law and a final contractor’s affidavit from the general contractor in accordance with the Florida Construction Lien Law, and all other receipts and supporting information concerning payment for the work that Landlord may reasonably request.",Repair and Maintenance,Common Areas -"Theophyline (Uniphyl) 600 mg qhs – bronchodilator by increasing cAMP used for - - treating asthma Diltiazem 300 mg qhs – Ca channel blocker used to control hypertension Simvistatin (Zocor) 20 mg qhs- HMGCo Reductase inhibitor for hypercholesterolemia Ramipril (Altace) 10 mg BID – ACEI for hypertension and diabetes for renal protective - - effect",Medication Regimen,Study Medications -BLANKET DESCRIPTION OF COVERAGE OR PROPERTY,Blanket Property Coverage,Insurance Coverage Details -"(b) pornographic movie theater or live ""sex show"" theater;",Prohibited Use,Permitted Use -"""Escalation Year"" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease.",Escalation Year Definition,Escalation Year -"Deposit. An initial payment (the “Deposit”) of One Hundred Thousand Dollars ($100,000) is due to Company at signing.",Initial Deposit,Deposit -"Supplementing Article 7 of this lease, Landlord shall provide Tenant with a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) from all institutional mortgagees and ground lessors on such institutional mortgagee’s or ground lessor’s standard form. With respect to non- institutional mortgagees or ground lessors, Landlord shall provide Tenant with an SNDA in a form reasonably acceptable to Tenant, provided that Tenant shall accept an SNDA from a non-institutional mortgagee or ground lessor in substantially the same form as provided to Tenant from any prior institutional mortgagee or ground lessor.",Subordination and Non-Disturbance,"Subordination, Non-Disturbance and" -Herman-Blenk Strasse 16 38108 Braunschweig,Address,Authorization and Signatures -"Landlord shall not be obligated to place the Security in an interest bearing account. The annual interest or amounts earned and received on such Security shall be retained by the Landlord and shall be deemed as additional rent. If the entire Security, or any portion thereof, be applied by Landlord, then Tenant will on Landlord's written demand remit to Landlord as Additional Rent hereunder within ten - - (10) days of such demand a sufficient sum in cash to restore said Security to the amount required as set forth in this Article.",Security Interest Earnings,Security Interest -"InsuranceA has over 11,000 highly trained Claim professionals located across the - - U.S. Our local field representatives are supported by teams of dedicated customer service, catastrophe response, legal, medical, investigative, engineering, and large loss experts. Technology claims can be complex and expensive. We’ll help you manage claims to control your total risk-related costs. - - https://www.InsuranceA.com/claims",Claims Management Services,Insurance Coverage Details -German Federal Bureau of Aircraft Accidents Investigation Bundesstelle fur Flugenfallensuchung (BFU),German Aircraft Accident Investigation,Accident Investigation Unit -"8 - - CATERERS - - 11039 - - 48825 - - GROSS SALES - - StreetSTE 100 - - 1.622 - - 0.074 $ - - 80.00 $ - - 3.00 PREMISES HOUSTON, TX - - 9 - - RESTAURANTS, TAV- ERNS, HOTELS, MOTELS, INCLUDING - - 58161 - - 51883 - - GROSS SALES StreetSTE 100 - - 1.374 - - 71.00 INCLUDED PREMISES HOUSTON, TX - - $",Gross Sales Summary,Restaurant and Hotel Sales -A Study to Evaluate the Pharmacokinetics and Glucodynamics of LY900014 compared to Humalog in Patients with T1DM,Study Description,Study Objectives -"If more than one Annual Aggregate Limit applies in any one occurrence, the most we will pay is the highest involved Annual Aggregate Limit. The most we will pay during each annual period is the highest of the Annual Aggregate Limits shown. - - EXCESS OF LOSS LIMITATION APPLIES – See Causes of Loss – Broad Form Flood endorsement. - - Causes of Loss – Equipment Breakdown - - The insurance provided for loss or damage caused by or resulting from Equipment Breakdown is included in, and does not increase the Covered Property, Business Income, Extra Expense, and/or other coverage Limits of Insurance that otherwise apply under this Coverage Part.",Annual Aggregate Limit and Excess of Loss Lim,Annual Aggregate Limit and Excess of Loss Lim -"MUTUAL NON-DISCLOSURE AGREEMENT - -This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into and made effective as of April 4, 2018 between Docugami Inc., a Delaware corporation, whose address is 150 Lake Street South, Suite 221, Kirkland, Washington 98033, and Caleb Divine, an individual, whose address is 1201 Rt 300, Newburgh NY 12550. - -The above named parties desire to engage in discussions regarding a potential agreement or other transaction between the parties (the “Purpose”). In connection with such discussions, it may be necessary for the parties to disclose to each other certain confidential information or materials to enable them to evaluate whether to enter into such agreement or transaction. - -In consideration of the foregoing, the parties agree as follows: - -1. Confidential Information. For purposes of this Agreement, “Confidential Information” means any information or materials disclosed by one party to the other party that: (i) if disclosed in writing or in the form of tangible materials, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary. - - - -2. Obligations and Restrictions. Each party agrees: (i) to maintain the other party's Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose except for the Purpose. Each party may disclose the other party’s Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose and for no other purpose; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other party’s Confidential Information as those set forth in this Agreement. - - - -3. Exceptions. The obligations and restrictions in Section 2 will not apply to any information or materials that: - - - -(i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving party; - - - -(ii) were rightfully known by the receiving party prior to receiving such information or materials from the disclosing party; - - - -(iii) are rightfully acquired by the receiving party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the disclosing party; - - - - - -4. Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a party from disclosing the other party’s Confidential Information to the extent required by any order, subpoena, law, statute or regulation; provided, that the party required to make such a disclosure uses reasonable efforts to give the other party reasonable advance notice of such required disclosure in order to enable the other party to prevent or limit such disclosure. - - - -5. Return of Confidential Information. Upon the completion or abandonment of the Purpose, and in any event upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies), and any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by or on behalf of the receiving party that contain or are based upon the disclosing party’s Confidential Information. - - - -6. No Obligations. Each party retains the right to determine whether to disclose any Confidential Information to the other party. - - - -7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”. - - - -8. Term. This Agreement will remain in effect for a period of seven (7) years from the date of last disclosure of Confidential Information by either party, at which time it will terminate. - - - -9. Equitable Relief. Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information may cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise. - - - -10. Non-compete. To the maximum extent permitted by applicable law, during the Term of this Agreement and for a period of one (1) year thereafter, Caleb Divine may not market software products or do business that directly or indirectly competes with Docugami software products. - - - -11. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding its body of law controlling conflict of laws. This Agreement is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, and any attempted assignment without such consent will be void. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. - - - - - - [SIGNATURE PAGE FOLLOWS] - - - -IN WITNESS WHEREOF, the parties hereto have executed this Mutual Non-Disclosure Agreement by their duly authorized officers or representatives as of the date first set forth above. - -DOCUGAMI INC.: - -Caleb Divine: - -Signature: - - - -Signature: - - - -Name: - -Jean Paoli - -Name: - - - -Title: - -CEO - -Title:",Non-Disclosure Agreement,Confidentiality of Arbitration Agreement -FEDERAL TERRORISM RISK INSURANCE ACT DIS,Federal Terrorism Risk Insurance Act,Coverage Options -"4. Hours of Operation - - • Engineering: - - - - o Monday-Friday 6AM-6PM PST - - - - o engineering@digitalmemex.com - - - - o (206) 684-8889 - - - - - - • Support: - - - - o 24 x 7 x 365 - - - - o support@digitalmemex.com - - - - o (206) 684-8888",Hours of Operation,Hours of Operation -"Company reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in Company’s favor.",Legal Remedies and Fees,Legal Remedies -"Landlord shall not be obligated to place the Security in an interest bearing account. The annual interest or amounts earned and received on such Security shall be retained by the Landlord and shall be deemed as additional rent. If the entire Security, or any portion thereof, be applied by Landlord, then Tenant will on Landlord's written demand remit to Landlord as Additional Rent hereunder within ten",Security Deposit Terms,Security Interest -CAUSES OF LOSS-EQUIPMENT BREAKDOWN,Equipment Breakdown Coverage,Equipment Breakdown -"Promptly following the completion of all of Tenant’s Alterations, and as soon as reasonably feasible, Tenant shall obtain and furnish to Landlord all appropriate certifications, including but not limited to a New York City Department of Buildings Letter of Completion, from all authorities having jurisdiction to the effect that all Tenant’s Alterations have been performed and completed in accordance with Tenant's Plans and with all Requirements, and Tenant shall close out all permits and obtain all final sign-offs. In the event that Tenant fails to comply with the terms of this paragraph within 90 days after the completion of Tenant’s Alterations, then in that event, Landlord may, but is not required to, take such steps as are commercially reasonable to close out all permits, obtain final sign-offs and a Letter of Completion and otherwise act to cause Tenant’s obligations under this paragraph to be satisfied and thereupon Tenant shall reimburse Landlord for all costs and fees incurred by Landlord in connection therewith as additional rent within 15 days of demand by Landlord for payment.",Obtain Certifications and Sign-Offs,Alterations and Compliance -"any games of chance or gambling, in any form (including, but not limited to horse racing, such as an OTB parlor, but excluding the sale of lottery tickets that are sponsored by federal, state, county or local authorities);",Prohibited Use,Games of Chance -"For information about how InsuranceA compensates independent agents, brokers, or other insurance producers, please visit this website:",Producer Compensation,Compensation Payments -"55. Estoppel Certificates - - - - Tenant shall execute, acknowledge and deliver to Landlord, promptly upon request, but not more often than annually, a certificate provided by Landlord stating: (a) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and identifying the modifications); (b) the commencement and expiration dates of the term of this Lease; (c) the dates through which fixed rent and additional rent have been paid; (d) whether or not there is any existing default by Landlord or Tenant with respect to which a notice of default has been delivered, and if there is any such default, specifying the nature and extent thereof; (e) that this Lease is subordinate to any existing or future mortgage placed by Landlord on the Building; and (f) whether or not there are any setoffs, defenses or counterclaims against the enforcement of any of the agreements, terms, covenants or conditions of this Lease to be paid, complied with or performed by Tenant. Any such certificate may be relied upon by Landlord and any mortgagee, purchaser or other person with whom Landlord may deal.",Estoppel Certificate Request,Estoppel Certificates -"72. Renewal Option - - - - Tenant shall have the right, to be exercised as hereinafter provided, to extend the term of this lease for one (1) period of five (5) years ( “Renewal Term”) upon the following terms and conditions: - - - - (a) that at the time of the exercise of each such right and at the commencement of the Renewal Term, Tenant shall not be in default beyond the applicable notice and cure period provided in this lease; - - - - - - - - (b) that Tenant shall notify Landlord in writing that Tenant intends to exercise such option no later than the date that is twelve (12) months prior to the Expiration Date; and - - - - - - - -(c) that the Renewal Term shall be upon the same terms, covenants and conditions as in this lease provided, except that (i) there shall be no further option to extend this lease beyond the Renewal Term referred to above; (ii) the Demised Premises shall be delivered in its then “as is” condition; and (iii) the Rent to be paid by Tenant during the Renewal Term shall be as follows: The Rent for the first year of the subject Renewal Term shall be equal to the greater of (A) ninety-five (95%) percent of the Fair Market Minimum Annual Rent (as hereinafter defined), but in no event higher than one hundred ten (110%) percent of the Rent payable during the Lease Year immediately preceding the first day of the Renewal Term, and (B) one hundred three (103%) percent of the Rent payable during the Lease Year immediately preceding the first day of the Renewal Term. Thereafter, the Rent for each year of the Renewal Term shall be increased by three (3%) percent of the Rent payable for the prior year of the Renewal Term. As used herein, the term “Fair Market Minimum Annual Rent” shall mean the rate then being received by landlords when entering into new leases for comparable size space in comparable buildings for a comparable term in the vicinity of the Building. - - - - - - If Tenant timely exercises this Renewal Option, Landlord shall notify Tenant (the “Rent Notice”) at least one hundred twenty (120) days before the Expiration Date of Landlord’s determination of the Fair Market Minimum Annual Rent and Landlord’s calculation of the Rent payable during the first year of the Renewal Term and during each successive year of the Renewal Term in accordance with the formula set forth above (“Landlord’s Determination”). Tenant shall notify Landlord (“Tenant’s Notice”), within thirty (30) days after Tenant’s receipt of the Rent Notice, whether Tenant accepts or disputes Landlord’s Determination, and if Tenant disputes Landlord’s Determination, Tenant’s Notice shall set forth Tenant’s determination of the Fair Market Minimum Annual Rent and Tenant’s calculation of the Rent payable during the first year of the Renewal Term and during each successive year of the Renewal Term in accordance with the formula set forth above (“Tenant’s Determination”). If Tenant fails to give Tenant’s Notice within such thirty (30) day period, Tenant shall be deemed to have accepted Landlord’s Determination. - - - - If Tenant timely disputes Landlord’s Determination and Landlord and Tenant fail to agree as to the Fair Market Minimum Annual Rent (and, accordingly, the Rent payable by Tenant during the subject Renewal Term) within thirty (30) days after the giving of Tenant’s Notice, then the Fair Market Minimum Annual Rent shall be determined as follows: A licensed real estate appraiser (the “Appraiser”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Appraiser, then the same shall be designated by the American Arbitration Association (“AAA”). The Appraiser selected by the parties or designated by the AAA shall have at least ten (10) years’ experience in the appraisal of retail space in Manhattan, NY. Landlord and Tenant shall each submit to the Appraiser and to the other its determination of the Fair Market Minimum Annual Rent. The parties shall instruct the Appraiser to (A) conduct the hearings and investigations that he or she deems appropriate, and - - (B) choose either Landlord's determination or Tenant's determination submitted to the Appraiser as the better estimate of Fair Market Minimum Annual Rent, being the determination which is closer to the Fair Market Minimum Annual Rent determined by the Appraiser using the definition set forth in this Article 72, within thirty (30) days after the date that the Appraiser is designated. The Appraiser's aforesaid choice shall be conclusive and binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with the procedure described herein, and fifty (50%) percent of any AAA fees and fees of the Appraiser. Either Landlord or Tenant shall have the right to submit to the Appraiser any material in support of its determination of Fair Market Minimum Annual Rent within ten (10) business days of the date of the selection of the Appraiser. After a determination has been made of the Fair Market Minimum Annual Rent, the parties shall execute and deliver a lease amendment memorializing the extension of the Term as described in this Article 72 and setting forth the Rent payable by Tenant during the Renewal Term, but the failure to so execute and deliver any such instrument shall not affect the determination of Fair Market Minimum Annual Rent (and, accordingly, the Rent payable during the Renewal Term). - - - - - - (iii) If Tenant timely disputes Landlord’s Determination and if the final determination of the Fair Market Minimum Annual Rent shall not be made on or before the first day of the subject Renewal Term then, pending such final determination, Tenant shall pay, as Rent for the subject Renewal Term, an amount equal to Landlord’s Determination. If, based upon the final determination of the Fair Market Minimum Annual Rent, the Rent payments made by Tenant for such portion of the subject Renewal Term were (i) less than they should have been, then Tenant shall pay to Landlord the amount of such deficiency within ten (10) business days after demand therefor, or (ii) greater than they should have been, then Landlord shall credit the amount of such excess against installments of Rent next coming due. - - - - Time shall be of the essence with respect to all obligations under this Article 72. - - - - 73. Quiet Enjoyment - - - - - - Provided this Lease is in full force and effect, Tenant may peaceably and quietly enjoy the Premises without hindrance by Landlord or any Person lawfully claiming through or under Landlord.",Renewal Option,Renewal Option -"Upon execution of this Lease, Tenant has deposited with Landlord the sum of $78,000.00 in good funds as security for the full and faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease (the “Security”). If Tenant defaults in the performance or observance of any term, covenant or condition of this Lease, including without limitation the obligation of Tenant to pay any rent or other sum required hereunder, Landlord may use, after 10 days written notice to Tenant ,apply, or retain, without any application to any court or tribunal, the whole or any part of the Security so deposited to the extent required for the payment of any rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default, including without limitation any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. Such use, application, or retention by the Landlord shall be without prejudice to Landlord’s rights to seek any and all additional rent and/or damages that may have accrued. If Tenant shall fully and faithfully observe and perform all of the terms, covenants, and conditions of this Lease, the Security, shall be returned to Tenant after the end of the term of this Lease or at permissible early termination as provided herein and the delivery of possession of the demised Premises to Landlord.",Security Deposit for Tenant Performance,Security Deposit -"1. Services Period. Unless otherwise terminated earlier in accordance with the terms of the Agreement, the Services will end upon the completion of the Services by Company, which in no event shall be later than February 15, 2022, and payment by client. - -2. Fees. The Services outlined in this SOW reflect the initial understanding of Client’s desired Deliverable and Company reserves the right to alter the manner in which Services are provided if Company determines different services are necessary to complete the Deliverable. Company shall provide the following Services to the Client:",Services Period & Fees,Services Provided -"58. Brokerage - - - - Tenant represent and warrant that haves not dealt with any broker in connection with this Lease or the negotiation or execution thereof, except for JRL-NYC, LLC (""Brokers""). Landlord will pay the brokerage commission to the Brokers in connection with this Lease pursuant to separate agreement. Tenant shall indemnify and hold Landlord harmless from and against any claims, damage, liability, or expense, including attorneys' fees, pertaining to any other broker with whom Tenant has dealt, including any payment due to Retail Worx Brokerage.",Brokerage Details,Brokerage -"EXCLUSION - ASBESTOS, ELECTRO-MAGNETIC EMISSIONS AND LEAD - TEXAS",Texas Exclusion Clause,Exclusions -"Valuation - - REPLACEMENT COST - - Property Deductible - - $10,000 - - Coinsurance - - 90 - - Theft Coverage - - YES - - Wind/Hail Ded. ($ or %) - - 1 - - Ord. Or Law Coverage - - NO - - Earthquake Coverage - - NO - - Agreed Value - - YES - - Causes of Loss - Special Form",Insurance Coverage Details,Causes of Loss -"All deliveries to the Premises, and the removal of garbage, waste and refuse shall be subject to Rules and Regulations to be reasonably established by the Landlord, in its reasonable judgment and discretion, with due regard to the character and operation of the Building. All deliveries to the Premises, and the removal of garbage, waste and refuse shall be through the front door of the Premises and/or the side door; no such deliveries or removal shall be made through the entrance to the residential portion of the Building, if any.",Delivery and Garbage Removal Rules,Deliveries and Garbage Removal -Coverage is provided for the following: Water Supply,Water Supply Coverage,Water Supply Coverage -"Observation Facility, Elevation:",Observation Facility Elevation,Notification Requirements -"56. Security Deposit - - - - Upon execution of this Lease, Tenant has deposited with Landlord the sum of $78,000.00 in good funds as security for the full and faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease (the “Security”). If Tenant defaults in the performance or observance of any term, covenant or condition of this Lease, including without limitation the obligation of Tenant to pay any rent or other sum required hereunder, Landlord may use, after 10 days written notice to Tenant ,apply, or retain, without any application to any court or tribunal, the whole or any part of the Security so deposited to the extent required for the payment of any rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default, including without limitation any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. Such use, application, or retention by the Landlord shall be without prejudice to Landlord’s rights to seek any and all additional rent and/or damages that may have accrued. If Tenant shall fully and faithfully observe and perform all of the terms, covenants, and conditions of this Lease, the Security, shall be returned to Tenant after the end of the term of this Lease or at permissible early termination as provided herein and the delivery of possession of the demised Premises to Landlord. - - - - Landlord shall not be obligated to place the Security in an interest bearing account. The annual interest or amounts earned and received on such Security shall be retained by the Landlord and shall be deemed as additional rent. If the entire Security, or any portion thereof, be applied by Landlord, then Tenant will on Landlord's written demand remit to Landlord as Additional Rent hereunder within ten - - (10) days of such demand a sufficient sum in cash to restore said Security to the amount required as set forth in this Article. - - - - - - In the event of a sale, transfer or leasing of the Premises by Landlord, Landlord shall have the right to transfer the Security to the vendee, transferee or lessee, whereupon Landlord shall be deemed released by Tenant from all liability for the return of said Security, except that Landlord shall remain responsible for the Security Deposit paid hereunder, until such time as [a] a successor landlord or party in interest assumes in writing the obligations therefore and [2] Landlord provides notice of assignment to Tenant. In such event, Tenant agrees to look solely to such new Landlord for the return of said Security. This Article shall apply to every transfer or assignment of the Security to a new Landlord. Tenant shall not assign or encumber the Security, and Landlord shall not be bound by any such assignment and encumbrance. - - - - The Security being held pursuant to this Article shall at all times be an amount equal to - - - - - - three (3) times the monthly fixed rent then reserved under Article 40 of this Lease. On the first day of the month following each anniversary of the Rent Commencement Date of this Lease, Tenant shall pay to Landlord funds sufficient so that the un-applied Security held by Landlord shall at all times equal three times the monthly fixed rent then reserved under Article 40 of this Lease. - - - - If Landlord applies or retains all or any portion of the Security, Tenant shall pay to Landlord, within five (5) days of Landlord’s demand, as additional rent the amount so applied or retained, so that the un-applied Security shall be at all times no less than an amount equal to three times the monthly fixed rent then reserved under Article 40 of this Lease. - - - - Notwithstanding the foregoing, provided Tenant is not then in default of this Lease, on March 15, 2022, Landlord shall return $26,000 of the Security to the Tenant and the Security obligation shall be $52,000. In the event Tenant continues to comply with all of the terms and conditions of this Lease, and provided Tenant is not then in default of this Lease, on March 15, 2022, Landlord shall return - - $20,023.78 of the Security to the Tenant and the Security obligation shall be $31,976.72 and remain until the expiration or earlier termination of this Lease.",Security Deposit Usage,Security Deposit -(ii) were rightfully known by the receiving party prior to receiving such information or materials from the disclosing party;,Exceptions to Confidentiality,Applicability and Enforcement Rights -"The ""building"" shall mean the land and the building of which the demised Premises forms a part. ""Tenant's Share"" shall mean 35%.",Tenant's Share Percentage,Building and Tenant's Share -"If to Purchaser CiviGuard Inc. - - 310 North Greeley Ave., Houston, Texas 77001",Purchaser Address,Purchaser Representations and Warranties -"This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the State of Washington and the United States without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court in Kirkland, Washington, and each party irrevocably submits to the jurisdiction and venue of such courts.",Governing Law and Venue,Governing Law and Venue -PTT 26.7 WBC 9.9 Hgb 10.0 Hct 30.3 Plt 373,Blood Test Results,Hemoglobin and Hematologic Values -Causes of Loss – Broad Form Flood,Flood Coverage,Flood Coverage -"Surgical History: - - s/p vaginal wall operation for prolapse 2006 s/p Cardiac stent in 1999 s/p hystarectomy in 1970s s/p kidney stone retrieval 1960s",Surgical History,Surgical History -"– aggregate in any one policy year, for all losses covered under the Causes of Loss – Broad Form Flood endorsement, commencing with the inception date of this policy: - - AGGREGATE LIMITS OF - - INSURANCE - - 01. Applies at the following Building(s) numbered: - - 07-13,18 - - $1,000,000 - - 02. Applies at the following Building(s) numbered: - - 02-06,14-15 - - $2,500,000 - - 03. Applies at the following Building(s) numbered: - - 16-17,19 - - $5,000,000 - - If more than one Annual Aggregate Limit applies in any one occurrence, the most we will pay is the highest involved Annual Aggregate Limit. The most we will pay during each annual period is the highest of the Annual Aggregate Limits shown. - - EXCESS OF LOSS LIMITATION APPLIES – See Causes of Loss – Broad Form Flood endorsement. - - Causes of Loss – Equipment Breakdown - - The insurance provided for loss or damage caused by or resulting from Equipment Breakdown is included in, and does not increase the Covered Property, Business Income, Extra Expense, and/or other coverage Limits of Insurance that otherwise apply under this Coverage Part. - - COVERAGE EXTENSION: - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Spoilage - - $25,000 - - LIMITATIONS: - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Ammonia Contamination - - $25,000 - - Hazardous Substance - - $25,000",Building Aggregate Limits for Flood Coverage,Flood Insurance Coverage -"Notwithstanding the foregoing, provided Tenant is not then in default of this Lease, on March 15, 2022, Landlord shall return $26,000 of the Security to the Tenant and the Security obligation shall be $52,000. In the event Tenant continues to comply with all of the terms and conditions of this Lease, and provided Tenant is not then in default of this Lease, on March 15, 2022, Landlord shall return - - $20,023.78 of the Security to the Tenant and the Security obligation shall be $31,976.72 and remain until the expiration or earlier termination of this Lease.",Security Deposit Reduction,Security Deposit -"(iii) one-half of the monthly fixed rent due ($13,000.00) for the eighteenth month following the Commencement Date; and (iv) one-half of the monthly fixed rent due ($13,000.00) for the nineteenth month following the Commencement Date.",Rent Payment Schedule,Fixed Rent Payments -PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY),Public Parking - Lessee Maintained,Parking -"the parties hereto have executed this Mutual Non-Disclosure Agreement by their duly authorized officers or representatives as of the date first set forth above. - -DOCUGAMI INC.: - -Caleb Divine: - -Signature: - - - -Signature: - - - -Name: - -Jean Paoli - -Name: - - - -Title: - -CEO - -Title:",Execution and Signatures,Execution Date -"Without limiting Landlord's rights under the foregoing paragraph of this Article, Tenant covenants and agrees that, provided notice of renewal has not been given under Article 72, it will permit - - - - - - Landlord, its agents, servants, employees, licensees, invitees, and contractors during the last year of the term of this Lease at any and all times during regular business hours, after 24 hour notice to tenant, to pass and repass on and through the Premises, or such portion thereof as may be necessary, in order that they or any of them may gain access to the Premises for the purpose of showing the Premises to potential new tenants or real estate brokers. In addition, Landlord shall be entitled to place a ""FOR RENT"" or ""FOR LEASE"" sign (not exceeding 8.5” x 11”) in the front window of the Premises during the last six months of the term of this Lease.",Showing Premises to Tenants,Permitted Use -"Secondary - - 1. To evaluate the effect of injection-to-meal timings (immediately before the start of meal, and 20 minutes following the start of the meal) on the GD response to LY900014 compared to Humalog, as measured by the MMTT - - 2. To evaluate the tolerability of LY900014",Study Objectives,Study Objectives -Amends general aggregate limit to apply separately to each location owned by orrented to the named insured,Aggregate Limit Amendment,Restaurant and Hotel Sales -"51. Utility Services - - - - Tenant shall pay all charges for all public or private utility services provided to the Premises, shall comply with all contracts relating to such services, and shall do all other things required for the maintenance and continuance of all such services. - - - - Tenant, at its sole cost and expense, shall make all arrangements with the public utility company serving the Premises for obtaining and paying for heat and electricity at the Premises, including without limitation arrangements pertaining to the installation and use of meters, pans, risers, wiring, panel boards, feeders and other conductors and equipment. Landlord shall not be liable or responsible for charges for electricity at the Premises, or any loss, damage or expense which Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for - - - - - - Tenant's requirements. At all times during the term of this Lease, Tenant shall comply with all rules and regulations of governmental authorities and the public utility applicable to service, equipment, wiring and changes in requirements. - - - - Tenant covenants and agrees that its use of electric current shall never exceed the capacity of the existing conductors, feeders, risers, wiring installations or other equipment servicing the Building. Tenant shall not alter or make any addition to the electrical equipment without the prior written consent of Landlord. Landlord shall not unreasonably withhold its consent to the installation of new risers and equipment if, in Landlord's opinion, they are reasonably necessary and do not cause permanent damage or injury to the demised Premises or Building or create a dangerous or hazardous condition or entail excessive or unreasonable alterations. If Landlord grants such consent, all additional risers and other equipment shall be provided by Tenant by licensed and insured electricians. - - - - Landlord reserves the right to interrupt, suspend, or cease any of the services referred to herein when necessary by reason of accident, or repairs, alteration, or improvements which in Landlord's option are necessary or desirable, or difficulty or inability in securing supplies or labor, or strikes, or any other cause beyond the reasonable control of Landlord whether similar or dissimilar to those herein above mentioned. Tenant shall not be entitled to any diminution or abatement of rent or other compensation, and Tenant's obligations under this Lease shall not be affected or reduced, by reason of any interruption, suspension or cessation of services except as otherwise provided herein. No interruption, suspension or cessation of services shall constitute a constructive or partial eviction. Landlord shall use its best efforts to perform repairs at reasonable times and upon notice. Where possible, Landlord shall provide Tenant with reasonable notice of such interruption of service. - - - - Landlord does not represent that the electricity at the Premises is adequate or appropriate for Tenant's intended use.",Utility Services Arrangements,Utility Services Arrangements -"If, in connection with obtaining financing or refinancing for the Building of which the Premises form a part, a banking, insurance or other institutional lender shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Tenant shall not unreasonably withhold or delay its consent thereto, provided such modifications do not materially adversely affect the Leasehold interest hereunder or increase Tenant's obligations hereunder, except to the extent that Tenant may be required to give notices of any defaults by Landlord to such lender or permit the curing of such defaults by such lender together with the granting of such additional time for such curing as may be required for such lender to get possession of the Building. In no event shall a requirement that the consent of any such lender be given for any modification of this Lease or for any assignment or sublease be deemed to materially adversely affect the Leasehold interest hereby created.",Consent for Modifications,Modifications -"[17] have a supine blood pressure at screening outside the range of 90 to 160 mmHg for systolic or 50 to 100 mmHg for diastolic (1 repeat is allowed) as determined by the investigator, or results with unacceptable deviations that are judged by the investigator to be clinically significant for the population, or have a heart rate outside the range of 50 to 90 beats/minute.",Blood Pressure and Heart Rate Requirements,Blood Pressure Requirements -"TERM - -YEAR - - - - PERIOD - - MONTHLY - - RENT - - ANNUAL - - RENT - -First - -3/15/21 To 2/28/23 - - $26,000.00 - -$312,000.00 - -Second - -3/01/23 To 2/28/24 - - $26,000.00 - -$312,000.00 - -Third - -3/01/24 To 2/28/25 - - $26,000.00 - -$312,000.00 - -Fourth - -3/01/25 To 2/28/26 - - $26,780.00 - -$321,360.00 - -Fifth - -3/01/26 To 2/28/27 - - $27,583.40 - -$331,000.80 - -Sixth - -3/01/27 To 2/28/28 - - $28,410.90 - -$340,930.80 - -Seventh - -3/01/28 To 2/28/29 - - $29,263.23 - -$351,158.76 - -Eighth - -3/01/29 To 2/28/30 - - $30,141.13 - -$361,693.56 - -Ninth - -3/01/30 To 2/28/31 - - $31,045.36 - -$372,544.32 - -Tenth - -3/01/31 To 3/31/32 - - $31,976.72 - -$383,720.64 - - - - The fixed rent shall be payable in advance on the first day of each calendar month commencing five months following the Commencement Date (the “Rent Commencement Date’) . Provided Tenant is not in default under any term of this Lease Tenant shall receive a rent credit for (i)) one-half of the monthly fixed rent due ($13,000.00) for the sixth month following the Commencement Date; (ii) one- half of the monthly fixed rent due ($13,000.00) for the seventh month following the Commencement Date; - - (iii) one-half of the monthly fixed rent due ($13,000.00) for the eighteenth month following the Commencement Date; and (iv) one-half of the monthly fixed rent due ($13,000.00) for the nineteenth month following the Commencement Date. - - - - At execution of this Lease, Tenant shall pay to Landlord by separate bank checks (i) the amount of $26,000.00 toward fixed rent for for the seventh month following the Commencement Date and - - (ii) the amount of $78,000.00 representing the security deposit. - - - - Tenant also covenants to pay, from time to time as provided in this Lease, as additional rent: all other amounts and obligations which Tenant assumes or agrees to pay under this Lease; a “Late Charge” equal to five percent (5%) of the overdue payment of any item of fixed or additional rent not paid within ten (10) days after the date when due (or, if a demand therefor is required by the provisions of this Lease, within ten (10) days after the date of such demand), which Late Charge shall be payable as additional rent. In the event of any failure on the part of Tenant to pay any additional rent, Landlord shall have all the rights, powers and remedies provided for in this Lease, at law, in equity or otherwise, in the case of nonpayment of fixed rent. Nothing herein shall be construed to extend the due dates of Tenant's payments under this Lease, or to waive any rights or remedies of Landlord in the event of Tenant's late payment. Tenant's obligations to pay fixed rent and additional rent shall survive the expiration of the Lease term or earlier termination of this Lease. - - - - - - The provisions of this Article are in addition to all other rights or remedies available to Landlord for nonpayment of fixed rent or additional rent under this Lease and at law and in equity. Tenant further agrees that the Late Charge imposed is fair and reasonable, complies with all laws, regulations and statutes, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of rent to Landlord by Tenant. Tenant further agrees that the Late Charge assessed pursuant to this Lease is not interest and the Late Charge assessed does not constitute a lender or borrower/creditor relationship between Landlord and Tenant or a penalty of any kind. It is understood that said late charge is directly related to Landlord’s actual costs and expenses incurred as a result of late payment. - - - - All fixed rent and additional rent (collectively hereinafter referred to as ""rent"") shall be paid in such coin or currency (or, subject to collection, by good check payable in such coin or currency) of the United States of America as at the time shall be legal tender for the payment of public and private debts, at the office of Landlord as set forth above, or at such place and to such person as Landlord from time to time may designate. - - - - All rent shall be paid to Landlord without notice, demand, counterclaim, setoff, deduction or defense, and nothing shall suspend, defer, diminish, abate, or reduce any rent, except as otherwise specifically provided in this Lease or by law. - - - - Tenant shall make all rental payments in full. Payment or receipt of a rental payment of less than the amount stated in this Lease shall be deemed to be nothing more than partial payment on account. Under no circumstances shall Landlord’s acceptance of a partial payment constitute accord and satisfaction. Nor will Landlord’s acceptance of a partial payment forfeit Landlord’s right to collect the balance due on the account, together with applicable late charges and interest despite any endorsement, stipulation, or other statement on any check. - - - - Landlord may accept any partial payment check with any conditional endorsement without prejudice to its right to recover the balance remaining due, or to pursue any other remedy available under this Lease, law or equity. - - - - Landlord in its sole discretion may allocate without prejudice any payment in whole or in part to any due item of fixed rent, additional rent and/or any other charges or to any combination thereof. - - - - If Landlord commences any action or proceeding against Tenant, or if Landlord is required to defend any action or proceeding commenced by Tenant, in connection with this lease or the Premises, and Landlord shall be the prevailing party in any such action for proceeding, Landlord shall be entitled to recover from Tenant in such action or proceeding, or a subsequently commenced action or proceeding, Landlord's reasonable attorneys' fees, costs and disbursements and all applicable interest thereon at the statutory rate incurred in connection with such action or proceeding and any appeals, including but not limited to fees on fees incurred to collect said monies. - - - - Landlord’s failure during the Lease term to prepare and deliver any of the statements, notices, or bills for rent and/or additional rent or Landlord’s failure to make a demand, shall not in any way cause Landlord to forfeit or surrender its rights to collect any of the items of rent and/or additional rent that may have become due during the term of this Lease. Tenant’s liability for all such amounts due under this Lease shall survive the expiration of the Term. Nevertheless, any sums due under the Lease must be claimed within two years of when due or within one year from expiration of the Lease.",Rent Payment Schedule,Term and Payment Details -"Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Client.",Insurance Requirements,Insurance Coverage Details -"(b) Tenant, at its sole cost and expense, shall maintain and keep the flues, ducts, drains, wastepipes, sewers and connections with the Building's main sewers, in or appurtenant to the Premises, and/or leading from the Premises to the exterior of the Building, and/or located in the Basement of the Building (for the purposes of this subparagraph “b” referred to collectively as the ""drainpipes"") in good repair and free from all dirt, dust, grease and other obstructions pursuant to a maintenance contract which shall remain in full force and effect throughout the term hereof, and copies of all such maintenance contracts shall be furnished to Landlord; and Tenant, at its sole cost and expense, shall make any necessary replacements of said drainpipes defined above. Further, Tenant, at its sole cost and expense, shall install grease traps where necessary to keep the other elements of the drainpipes free from grease. Tenant, at its sole cost and expense, promptly shall repair any leaks in the drainpipes. Tenant, at its sole cost and expense, shall also repair, maintain and make any necessary replacements of the flues, ducts, drains, wastepipes, grease traps, sewers and connections with the Building's main sewers, no matter where located in or appurtenant to the Building, if any such repairs are made necessary due to the negligence of the Tenant or its agents or employees or Tenant's use of the Premises.",Drainpipe Maintenance and Repair,Maintenance and Repair Requirements -"Tenant shall not directly or indirectly create or permit to be created any mortgage, lien, security interest, pledge, conditional sale, or other encumbrance on the Premises or any part thereof, Tenant's interest under this Lease, or any rent hereunder. The foregoing shall not apply to liens for impositions not yet due, or liens of mechanics, materialmen, suppliers or vendors, incurred in the ordinary course of business for sums which are not yet due, provided that adequate provision for the payment thereof shall have been made and the following paragraph is complied with.",No Encumbrances Allowed,No Encumbrances -A. STANDARD SOFTWARE AND SERVICES AGREEMENT,Software and Services Agreement,Standard Software and Services Agreement -"occupancy of adjacent Buildings, Tenant shall upon Landlord's demand remedy or remove the condition or conditions complained of. Tenant further covenants and agrees to save Landlord harmless from and against any and all claims, losses, damages, costs, expenses including attorneys’ fees and disbursements, suits and demands whatsoever made or asserted against Landlord by reason of the foregoing.",Remedy Adjacent Conditions,Remedy Adjacent Conditions -"Tenant, at all times during the term of this Lease and at Tenant's expense, shall provide and keep in force with insurers reasonably approved by Landlord Commercial General Liability insurance against all claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Premises, such insurance (a) to be on an occurrence basis with a general aggregate of not less than - - $3,000,000, including umbrella coverage, (b) to cover at least the following hazards (1) Premises and operations, including but not limited to flooding, backup of sewers and drains, burglary, theft, and plate glass (2) Tenant's independent contractors; (3) contractual liability for all written and oral contracts; and (4) contractual liability covering the indemnitees contained elsewhere in this Lease, and Liquor Law legal liability insurance. - - - - All insurance maintained by Tenant pursuant to this Article shall name Landlord and Landlord’s managing agent as additional insureds and shall name Tenant as the insured, shall provide that any loss shall be payable notwithstanding any act or failure to act or negligence of Landlord, Tenant or any other person, shall provide that no cancellation, reduction in amount, or material change in coverage thereof will be effective until at least thirty days after mailing by the insurer to Landlord of written notice thereof, and shall be satisfactory to Landlord, acting reasonably, in all other respects. All insurance provided for herein shall be obtained under valid and enforceable policies, issued by financially sound and responsible insurance companies authorized, licensed and admitted to do business in the state in which the Premises and building are located and reasonably approved by Landlord. The insurance companies must have a general policy rating of A or better and a financial class of IX or better by AM Best Co., Inc. - - - - Tenant hereby waives any and all rights of recovery against Landlord, its officers, members, agents, and employees, occurring on or arising out of the use and occupation of the Premises or the building to the extent such loss or damage is covered by proceeds received from insurance required under this Lease to be carried. This waiver of subrogation provision shall be limited to loss or damage to the property of Landlord and Tenant and bodily injury to employees, officers, agents of each party and any other injured member of the public. Tenant shall indemnify Landlord against any loss or expense, including reasonable attorneys’ fees, resulting from the failure to obtain such waiver. This waiver shall be in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with respect to any loss of, or damage to, property of the parties hereto or bodily injury to either party or to members of the public. Inasmuch as the above waiver will preclude the assignment of any aforesaid claim by way of subrogation to an insurance company, Tenant agrees immediately to give to each insurance company providing a policy described in this Article, written notice of the terms of said waiver, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverages by reason of said waiver. - - - - Upon the execution of this Lease and thereafter not less than fifteen days prior to the expiration date of any policy delivered pursuant to this Article, Tenant shall deliver to Landlord the originals of all policies or renewal policies, as the case may be, required by this Lease, bearing notations evidencing the payment of the premiums therefor, which premiums may be paid by Tenant in installments if such payment of premiums by installments is provided for and permitted by such original or renewal policies . In lieu of any such policies, Tenant may deliver certificates of the insurer, in form and substance satisfactory to Landlord, as to the issuance and effectiveness of such policies and the amounts of coverage afforded thereby, accompanied by copies of such policies. Such insurance may be provided through a blanket policy or policies in form and substance satisfactory to Landlord. Such blanket policies shall provide specific allocation to the demised premises of the coverage afforded thereby, and shall give to Landlord no less protection than that which would be afforded by separate policies. - - - - If at any time Tenant shall neglect or fail to provide or maintain insurance or to deliver insurance policies in accordance with this Article, Landlord may effect such insurance as agent for Tenant, by taking out policies in a company satisfactory to Landlord, and the amount of the premiums paid for such - - - - - - insurance shall be paid by Tenant to Landlord on demand. Landlord, in addition to Landlord's other rights, powers and remedies, shall be entitled to recover as damages for any breach of this Article the uninsured amount of any liability, claim, loss, damage or expense, including reasonable attorneys' fees, suffered or incurred by Landlord, and shall not be limited in the proof of damages which Landlord may claim against Tenant to the amount of the insurance premiums not paid or incurred by Tenant which would have been payable for such insurance.",Commercial General Liability Insurance,Commercial General Liability Insurance -"Landlord shall have no obligation to furnish to Tenant or the Premises air conditioning. Any air conditioning unit and equipment located in or servicing the Premises (the ""Air Conditioning System"") on the date the term of this Lease shall commence may be utilized by Tenant provided that Landlord shall have no obligation with respect thereto and that Tenant shall accept the same in its ""AS IS"" condition. Tenant shall, at its sole cost and expense (a) maintain and promptly make all repairs and replacements, structural or otherwise, ordinary and extraordinary, to all components of the Air Conditioning System, (b) maintain throughout the term of the lease a full service contract covering the Air Conditioning System with Henick-Lane Service Corp. or any other company of reasonably equivalent quality and reputation, (c) pay all permit fees and other costs associated with any Air Conditioning System, and (d) deliver to Landlord a copy of said full service contract within five business days of demand by Landlord. Tenant shall not be released or excused from the performance of any of its obligations under this Lease for any failure or for interruption or curtailment of any Air Conditioning System, for any reason whatsoever, and no such failure, interruption, or curtailment shall constitute a constructive or partial eviction.",Tenant-Maintained Air Conditioning,Air Conditioning -"Landlord shall at all times and at Landlord’s expense, maintain a certificate of occupancy (permanent or temporary), permitting Tenant’s Use of the Premises. Subject to the foregoing, Landlord represents the existing Temporary Certificate of Occupancy covering the premises is annexed as Exhibit - - C. Tenant has examined and inspected the Premises. Tenant agrees to accept possession of the Premises ""AS IS"", except as expressly provided herein, Landlord shall not be responsible for making any improvements, alterations, or repairs therein or for spending any other money to prepare the Premises for Tenant's occupancy, except as expressly provided herein. Neither Landlord nor any employee or agent of Landlord have made any representation or promise with respect to the Premises except as expressly set forth herein. Landlord shall deliver the Premises on the Commencement Date free and clear of any Hazardous Materials (defined in paragraph 42 of the Lease) and without any construction liens that would materially interfere with, delay or prevent Tenant’s Initial Alterations. On or before the Commencement Date, Landlord shall deliver the ACP-5 Certificate.",As-Is Condition Delivery,Casualty Damage and Restoration -"11. Compliance With Laws. Each Party shall conduct its activities in connection with this agreement in substantial compliance with all applicable laws, rules, regulations, and orders of governmental entities.",Compliance with Laws,Compliance with Laws -"""Base Year Taxes"" shall mean the Taxes for the Base Year.",Base Year Taxes,Tax Calculation -UTILITY SERVICES-DIRECT DAMAGE,Damage Restoration,Damage Restoration -"Crime Additional Coverages DX T4 15 - - CRIME ADDITIONAL COVERAGE - - DEDUCTIBLE * - - LIMIT OF INSURANCE - - Employee Theft: - - $1,000 - - $10,000 - - Forgery or Alteration: - - $1,000 - - $25,000 - - Theft, Disappearance and Destruction: Inside Premises - - $1,000 - - $20,000 - - Theft, Disappearance and Destruction: Outside Premises - - $1,000 - - $10,000 - - Money Orders and Counterfeit Paper Currency: - - $1,000 - - $25,000 - - • If no deductible is shown, the Deductible that otherwise applies to loss under the Deluxe Property Coverage Form shall apply. Employee Benefit Plans, if any, included as Insured under the Employee Theft Crime Additional Benefit Coverage: - - PROTECTIVE SAFEGUARDS DX T3 41 - - LOCATION - - DESCRIPTION - - SYMBOL - - 2TX 002 002 HOUSTON - - P-1 - - 2TX 003 003 HOUSTON - - P-1 - - 2TX 005 007 HOUSTON - - P-1 - - 2TX 007 010 HOUSTON - - P-1 - - 2TX 008 011 HOUSTON - - P-1 - - 2TX 013 019 SPRING - - P-1 - - Deductibles: By Earthquake - - PERCENTAGE - - OCCURENCE - - 01. in any one occurrence, at the following Building(s) numbered: - - 002-019 - - $50,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises loca ions. - - By Flood - - OCCURENCE - - 01. At each of the following Building(s) numbered: - - 007-013,018 - - in any one occurrence - - $100,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations. - - 02. At each of the following Building(s) numbered: - - 002-006,014-015 - - in any one occurrence - - $50,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations. - - 03. At each of the following Building(s) numbered: - - 016-017,019 - - in any one occurrence - - $25,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations.",Crime Additional Coverage Details,Crime Additional Coverage Details -"(c) Tenant agrees promptly to cause the installation, if not already in existence, of an Ansul Restaurant Hood and Duct Fire Control System, or equal, at Tenant's sole cost, all as approved by the Board of Fire Underwriters and municipal authorities having jurisdiction thereover, and to maintain the same throughout the term of this Lease.",Fire Control System Installation,Restaurant Hood and Duct Fire Control System -"■ Management Liability Lines — Insurance1 Excess & Surplus / Specialty, in conjunction with E-Risk Services, offers two separate package policies — one for private companies and one for non-profit organizations — with specially designed management liability coverages for businesses. As an added feature, access to industry-leading risk management expertise is provided at no additional cost. For private companies, any combination of these coverages can be selected, with a choice of separate limits of liability for each coverage or an option to share the limit among coverages: - - ■ Directors & Officers Liability (with full entity coverage) - - ■ Specialty Crime - - ■ Cyber Coverage - - ■ Employment Practices Liability ■ Technology, Media and Professional Services - - ■ Fiduciary Liability ■ Miscellaneous Professional Liability",Management Liability Lines Insurance,Management Liability Lines -Personal Property At Premises Outside of the Coverage Territory,Personal Property Outside Coverage Territory,Personal Property At Premises Outside of Coverage Territory -"Offering Circular, dated June 6, 2017 - - Unless the context otherwise requires, references in this offering circular to “The Goldman Sachs Group, Inc.”, “we”, “our” and “us” mean only The Goldman Sachs Group, Inc. and do not include its consolidated subsidiaries. References to “Goldman Sachs” and the “Goldman Sachs Group” refer to The Goldman Sachs Group, Inc. together with its consolidated subsidiaries. Also, when we refer to “holders” we mean those who own notes registered in their own names, on the books that we or our agents maintain for this purpose; “holders” does not refer to those who own beneficial interests in notes registered in street name or in notes issued in global — i.e., book- entry — form through Euroclear SA/NV, Clearstream Banking, société anonyme, or another depositary. Prospective owners of beneficial interests in the notes issued in global form should read the section entitled “Description of the Program — Form, Exchange, Registration and Transfer” below. - - We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this offering circular. Neither this offering circular nor any pricing supplement constitutes an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation in that jurisdiction. Neither the delivery of this offering circular, any pricing supplement nor any sale made pursuant to those documents, shall, under any circumstances, create any implication that there has been no change in the affairs of The Goldman Sachs Group, Inc. since the date of the document or that the information contained within the documents is correct as of any time subsequent to its date. - - Responsibility Statement The Goldman Sachs Group, Inc. accepts responsibility for the information contained in this offering circular. To the best of the knowledge and belief of The Goldman Sachs Group, Inc. (which has taken all reasonable care to ensure that such is the case), the information contained in this offering circular is in accordance with the facts and contains no omission likely to affect the import of such information. Where information contained in this offering circular has been sourced from a third party, such information has been accurately reproduced and so far as The Goldman Sachs Group, Inc. is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. - - Any insurance company or fiduciary of a pension plan or other employee benefit plan that is subject to the prohibited transactions rules of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the Internal Revenue Code of 1986, as amended (“the Code”), including an IRA or a Keogh plan (or a governmental plan to which similar prohibitions apply), and that is considering purchasing the notes with the assets of the insurance company or the assets of the plan, should consult with its counsel regarding whether the purchase or holding of the notes could become a “prohibited transaction” under ERISA, the Code or any substantially similar prohibition in light of the representations a purchaser or holder in any of the above categories is deemed to make by purchasing and holding the notes. This is discussed in more detail under “Employee Retirement Income Security Act” below. - - TABLE OF CONTENTS - - Summary of the Offering Circular ................................................................................................................. - - 4 - - Risk Factors ................................................................................................................................................ - - 10 - - Documents Incorporated by Reference ...................................................................................................... - - 32 - - Introduction.................................................................................................................................................. - - 33 - - Use of Proceeds .......................................................................................................................................... - - 33 - - Description of the Program ......................................................................................................................... - - 34 - - United States Taxation .............................................................................................................................. - - 101 - - Plan of Distribution .................................................................................................................................... - - 106 - - Employee Retirement Income Security Act .............................................................................................. - - 123 - - Listing and General Information ................................................................................................................ - - 124 - - Forms of Pricing Supplement .................................................................................................................. - - S1-1 - - SUMMARY OF THE OFFERING CIRCULAR - - The following is a summary of the offering circular and the Series H euro medium-term notes program of The Goldman Sachs Group, Inc. and should be read as an introduction to, and in conjunction with, the remainder of the offering circular, including any documents incorporated by reference therein, and the applicable pricing supplement, and you should base your investment decision on a consideration of the offering circular, including any documents incorporated by reference therein, and the applicable pricing supplement as a whole. No civil liability attaches to us in respect of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the remainder of the offering circular, including any documents incorporated by reference therein, and the applicable pricing supplement. - - The summary is qualified in its entirety by the remainder of this offering circular, including any documents incorporated by reference therein, and the applicable pricing supplement. If there are any differences between your pricing supplement and this offering circular, your pricing supplement will control with regard to your note. - - Issuer - - The Goldman Sachs Group, Inc. - - Description of issuer - - The Goldman Sachs Group, Inc. is a leading global investment banking, securities and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world. We filed our original certificate of incorporation with the Secretary of State of the State of Delaware on July 21, 1998. Our headquarters are located at 200 West Street, New York, NY 10282, - - U.S.A., telephone +1 (212) 902-1000. The Goldman Sachs Group, Inc. is a bank holding company and a financial holding company regulated by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Its U.S. depository institution subsidiary, Goldman Sachs Bank USA, is a New York State-chartered bank. The Goldman Sachs Group, Inc. is the parent holding company of the Goldman Sachs Group. - - The Goldman Sachs Group’s activities are conducted in the following segments: - - (1) Investment Banking: - -  Financial Advisory, which includes strategic advisory assignments with respect to mergers and acquisitions, divestitures, corporate defense activities, risk management, restructurings and spin-offs, risk management and derivative transactions directly related to these client advisory assignments; and - -  Underwriting, which includes public offerings and private placements, including local and cross-border transactions, and acquisition finance, of a wide range of securities, loans and other financial instruments, and derivative transactions directly related to these client underwriting activities. - - (2) Institutional Client Services: - - 4 - -  Fixed Income, Currency and Commodities, which includes client execution activities related to making markets in both cash and derivative instruments for interest rate products, credit products, mortgages, currencies and commodities; and - -  Equities, which includes client execution activities related to making markets in equity products and commissions and fees from executing and clearing institutional client transactions on major stock, options and futures exchanges worldwide, as well as over-the-counter transactions. Equities also includes our securities services business, which provides financing, securities lending and other prime brokerage services to institutional clients, includi",Responsibility Statement,Note Terms and Conditions -"This lease may not be changed, modified or discharged, in whole or in part, orally, and no executory agreement shall be effective to change, modify or discharge, in whole or in part, this lease or any obligations under this lease, unless such agreement is set forth in a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought. In addition, Tenant shall reimburse Landlord on demand for any and all reasonable attorney’s fees incurred by Landlord in connection with the preparation, review, negotiation and/or consummation of any amendment, modification, instrument, agreement or other understanding made at the request of, or as an accommodation to, Tenant with respect to this lease. In addition, Landlord shall reimburse Tenant on demand for any and all reasonable attorney’s fees incurred by Tenant in connection with the preparation, review, negotiation and/or consummation of any amendment, modification, instrument, agreement or other understanding made at the request of, or as an accommodation to, Landlord with respect to this lease.",No Oral Modifications,Modification of Lease -"62. Rent Control - - - - In the event the fixed annual rent or additional rent or any part thereof provided to be paid by Tenant under the provisions of this Lease during the demised term shall become uncollectible or shall be reduced or required to be reduced or refunded by virtue of any Federal, State, County or City law, order or regulation, or by any direction of a public officer or body pursuant to law, or the orders, rules, code or regulations of any organization or entity formed pursuant to law, whether such organization or entity be public or private, then Landlord, at its option, may at any time thereafter terminate this Lease, by not less than thirty (30) days written notice to Tenant, on a date set forth in said notice, in which event this Lease and the term hereof shall terminate and come to an end on the date fixed in said notice as if the said date were the date originally fixed herein for the termination of the demised term. Landlord shall not have the right so to terminate this Lease if Tenant within such period of thirty (30) days shall in writing lawfully agree that the rentals herein reserved are a reasonable rental and agree to continue to pay said rental, and if such agreement by Tenant shall then be legally enforceable by Landlord. - - - - If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law.",Rent Control Termination,Rent Control -"1. Services Period. Unless otherwise terminated earlier in accordance with the terms of the Agreement, the Services will end upon the completion of the Services by Company, which in no event shall be later than February 15, 2022, and payment by client.",Services End Date,Services End Date -Replacement cost (subject to limitations) applies to most types of covered property (See Valuation Loss Condition).,Replacement Cost Valuation,Valuation Loss Condition -s/p vaginal wall operation for prolapse 2006 s/p Cardiac stent in 1999 s/p hystarectomy in 1970s s/p kidney stone retrieval 1960s,Past Medical History,Surgery History -"additional units. - - (2) All orders shall be in writing and shall be in an amount of at least 100 units of Products per order. Under no circumstances will an order bind Supplier unless it is accepted by Supplier. The twelve (12) month forecast of the anticipated need for Products in respect of the DCB Business as of the execution of this agreement shall be the forecast agreed upon between Supplier and Purchaser and attached hereto as Exhibit B. At the Closing and every month during the Term thereafter, Purchaser will submit to Supplier a twelve (12) month rolling forecast of its anticipated orders for Products over each of the upcoming twelve (12) months. In order to enable Supplier to plan its supply of Products to Purchaser, each rolling forecast (including the initial forecast to be delivered at the Closing) will be submitted with a PO so that Purchaser has in effect at all times POs covering Purchaser’s demand for the Product for the three (3) months following the date of any such forecast, which such purchase order, upon acceptance by Supplier, shall constitute a binding purchase commitment. (3 Subject to Section 4(d)(1), Supplier - - shall be required to accept within ten - - (10) business days all POs placed by Purchaser so long as the quantity of Product ordered on such PO for delivery in any month, together with the quantity of all other Product ordered by Purchaser for delivery in such month, does not exceed 150% of the quantity of such Product indicated in the most current rolling forecast for such month. If Supplier fails to provide acceptance of a PO to Purchaser within such ten (10) business day period, Supplier will be deemed to have accepted such PO. - - 5. Warranty - - 5.1 Limited Product Warranty. Supplier warrants to Purchaser that, until the earlier of one year after delivery or the date on which the Product is used by Purchaser, the Products will comply with the applicable specifications of Supplier for the Products in effect as of the date of the relevant PO. Descriptions appearing in Supplier’s literature are meant to generally describe the Products and do not constitute any express warranties. In the event that Supplier gives technical advice with respect to the Products, it is agreed that such advice is given without any liability on Supplier's part. Supplier does not warrant conformity of Products with any samples provided. Any guarantee of specific properties of or in the Products shall only be effective if and to the extent specifically confirmed by Supplier in writing. These warranties shall not apply for Product failure or deficiency due to improper storage, alteration, or the consequences of uses for which the Product was not designed or that adversely affect its integrity, reliability, or performance. - - 5.2 No Implied Warranties. THIS AGREEMENT MAY BE SUBJECT TO LAWS IN CERTAIN TERRITORIES APPLICABLE TO THE SALE OF PRODUCTS BY SUPPLIER TO PURCHASER, WHICH IMPOSE IMPLIED WARRANTIES, CONDITIONS, OR OBLIGATIONS THAT CANNOT BE EXCLUDED, RESTRICTED, OR MODIFIED (OR CAN BE EXCLUDED, RESTRICTED, OR MODIFIED ONLY TO A LIMITED EXTENT). TO THE GREATEST EXTENT ALLOWED BY SUCH LAWS, THE EXPRESS WARRANTY SET FORTH IN SECTION 5(a), AND NOT ANY IMPLIED WARRANTIES, CONDITIONS OR OTHER OBLIGATIONS, SHALL APPLY. - - 6. Defects, Advisories, Complaints, and Recalls - - 6.1 Ifcither Party becomes aware of any defect, problem or adverse condition in a Product purchased hereunder, such Party will (subject to compliance with applicable Laws) promptly notify the other Party of such defect, problem or adverse condition. - - 6.2 If Supplier determines that a removal, correction, recall, advisory or field action (a “Corrective Action”) involving a Product is warranted (whether or not due to a defect, problem or adverse condition reported under Section 6(a) above), or otherwise becomes aware that a Corrective Action involving a Product has been required by an applicable Governmental Authority, it will immediately notify Purchaser in writing and will advise Purchaser of the reasons underlying its determination that a Corrective Action is warranted and Purchaser will cooperate with Supplier in such Corrective Action, as reasonably requested by Supplier, at Supplier’s expense. - - 6.3 Purchaser shall at its own cost maintain a system of registration of the Products to enable Purchaser to trace the Products with the best possible precision with regard to relevant matters including but not limited to the conditions in which the Products were in prior to being distributed by Purchaser, final destination of the Products, and lot numbers. - - 6.4 Each Party shall cooperate with the other Party in promptly reviewing, investigating and resolving any written, electronic, or oral communication that alleges deficiencies related to the identity, quality, durability, reliability, safety, effectiveness, or performance of Products or any other “complaint” within the meaning of the U.S. Food and Drug Administration regulations governing medical devices, in each case to the extent related to Products purchased hereunder (“Complaints”). - - 6.5 Purchaser shall be responsible for all customer support and resolution of Complaints, provided that Supplier shall provide reasonable assistance in connection therewith upon Purchaser’s reasonable request. In addition, Purchaser shall be responsible for complying with all Medical Device Reporting (“MDR”) requirements under 21 C.F.R. Part 803 or similar regulations in other territories for all Product Complaints. Each Party shall promptly notify the other Party of a potential MDR_ reportable event with respect to a Product purchased hereunder. - - 7. Compliance with Law - - 7.1 Compliance with Law. Each Party covenants that its performance under this Agreement during the Term shall be in compliance with all federal and state Laws that are material to the operation of its business and the conduct of its affairs, including, but not limited to, any such legal requirements pertaining to the safety of the Products, occupational health and safety, environmental protection, and health care regulations. Supplier shall obtain and maintain all manufacturing site licenses and government Permits, including without limitation health, safety and environmental Permits, necessary for the conduct of its actions and procedures undertaken to supply Product during the term of this Agreement. - - Intellectual Property Matters - - 8.1 Ownership. Except as otherwise provided in the Purchase Agreement, each party recognizes and agrees that, as between the Parties, all Intellectual Property of the other Party is and shall remain the sole property of such other Party. Nothing in this Agreement shall be deemed to confer upon or transfer to either Party any right, title, interest, or license, whether express or implied, in or to any of the other party’s Intellectual Property. - - 8.2 Trademark Usage. Purchaser covenants and agrees that it will not, during the Term or at any time thereafter, adopt or use Supplier’s Trademarks except as expressly authorized in the Purchase Agreement. Any goodwill associated with the use of a Party’s Trademarks shall inure to the sole benefit of such Party. - - Non-Disclosure of Confidential Information - - 9.1 Definition. As used herein: - - (1) “Confidential Information” means: - - (A) in respect of Information provided in documentary form or by way of a model or in other tangible or intangible form, Information which at the time of disclosure to the Receiving Party is marked, or otherwise designated, to show expressly or by implication that it is imparted or disclosed in confidence; (B) in respect of Information that is imparted or disclosed orally or by demonstration or presentation, any Information that the Receiving Party has been expressly informed by the Disclosing Party at the time of disclosure to have been imparted or disclosed in confidence; - - (C) in respect of Information imparted or disclosed orally or by demonstration or presentation, any note or record of the disclosure; (D) other Information for which it should be reasonably apparent to the Receiving Party from the face or presentation of such Information that such Information should be treated confidentially; (E) any copy of any of the foregoing; and (F) the existence of the discussion or negotiations as contemplated herein or of the possibility of the transactions contemplated hereby. - - (2) “Information” means (A) with respect to that disclosed by Supplier, information relating to the Products sold or offered for sale pursuant to this Agreement, by or on behalf of Supplier, to Purchaser, in oral or documentary form or by way of models or other tangible or intangible form or by demonstrations or presentations; and (B) with respect to that disclosed by Purchaser, information relating to Purchaser’s forecasts, purchases or use of Products sold or offered for sale pursuant to this Agreement, by or on behalf of Purchaser, to Supplier, in oral or documentary form or by way of models or other tangible or intangible form or by demonstrations or presentations, including the Purchaser Data. - - (3) “Proper Use” means: (A) with respect to Purchaser, the use of Supplier’s Confidential Information for the purpose of effecting the transactions contemplated by this Agreement; and (B) with respect to Supplier, the use of Purchaser’s Confidential Information for the purpose of effecting the transactions contemplated by this Agreement. - - (4) “Purchaser Data” means electronic data of Purchaser processed by, stored in, or ac",Confidentiality,Forecast Requirements -"Landlord in its sole discretion may allocate without prejudice any payment in whole or in part to any due item of fixed rent, additional rent and/or any other charges or to any combination thereof.",Payment Allocation,Allocation of Payments -"++Swollen tongue: - - • Give patient corticosteroid to decrease inflammation and to protect against relapse after initial improvement. 4 days of Dexamethasone 10 mg IV tid. - - • Give patient antihistamine to block inflammation as well. 4 days of Diphenhydramine 25 mg bid. - - • ENT consult to rule out abscess or foreign object - - • Check C1 and C4 levels that would be decreased if the patient had C1 inhibitory complement deficiency - - • TSH level to check for hypo/hyper thyroid - - • Hold all oral home meds and keep patient NPO until airway swelling is reduced and patient can swallow easily - - ++Asthma/COPD - - • continue albuterol and ipratropium nebs prn - - • resume theophylline when patient can take oral meds - - ++DM - - • Not on oral home meds - - • Patient is on corticosteroids that increase blood glucose levels, so put patient on sliding scale normal insulin to adjust for high sugars - - • Resume neurontin for neuropathy when oral meds can be taken - - ++HTN - - • Continue patient’s BP control with Diltiazem drip 5mg/hour - - • HOLD altace (ACEI) that is most likely the cause of angioedema - - • Consider an alternative HTN medication to replace the ACEI. Can’t use a HCTZ because of sulfa allergy. Also has asthma/COPD picture so beta blocker may not work well either. - - ++CAD s/p PCI in 1999 - - - Resume simvastatin and aspirin when patient is able to take oral meds - - ++GERD - - - famotidine when oral meds are resumed","Swollen Tongue Treatment, Asthma/C",Study Objectives -THE INSURANCEA INDEMNITY COMPANY,Insurance Company,Insurance Company -"Tenant shall, as its sole responsibility, and at Tenant's sole cost and expense, make application for, diligently seek the issuance of, and promptly procure and thereafter maintain, any necessary licenses and permits required in respect of the operation and use of the Premises and Tenant's use thereof and Tenant shall cause all such licenses and permits to remain in full force and effect throughout the term of this Lease or until no longer required and submit same for inspection by Landlord, and at all times comply with the terms and conditions of each such license or permit. Landlord shall cooperate with Tenant’s applications for such licenses or permits. - - - - Tenant, at Tenant's sole cost and expense and after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any Requirement affecting the Premises provided that: (a) neither Landlord nor any Indemnities shall be subject to criminal penalties, nor shall the Building or any part thereof be subject to being condemned or vacated, nor shall the certificate of occupancy for the Premises or the Building be suspended or threatened to be suspended, by reason of non-compliance or by reason of such contest; (b) before the commencement of such contest, if Landlord or any Indemnities may be subject to any civil fines or penalties or if Landlord may be liable to any third party as a result of such non-compliance, then Tenant, shall furnish to Landlord either (i) a bond of a surety company satisfactory to Landlord, in form and substance reasonably satisfactory to Landlord, and in an amount at least equal to Landlord's estimate of the sum of (A) the cost of such compliance, (B) the penalties or fines that may accrue by reason of such non-compliance (as reasonably estimated by Landlord) and (C) the amount of such liability to independent third parties, and shall indemnify Landlord (and any Indemnities) against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance; or (ii) other security satisfactory in all respects to Landlord; (c) such non-compliance or contest shall not constitute or result in a violation (either with the giving of notice or the passage of time or both) of the terms of any mortgage or superior Lease affecting the Building, or if such superior Lease or mortgage conditions such non- compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be - - - - - - taken or such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status at such proceedings.",License and Permit Compliance,License and Permit Requirements -"Tenant shall pay all charges for all public or private utility services provided to the Premises, shall comply with all contracts relating to such services, and shall do all other things required for the maintenance and continuance of all such services. - - - - Tenant, at its sole cost and expense, shall make all arrangements with the public utility company serving the Premises for obtaining and paying for heat and electricity at the Premises, including without limitation arrangements pertaining to the installation and use of meters, pans, risers, wiring, panel boards, feeders and other conductors and equipment. Landlord shall not be liable or responsible for charges for electricity at the Premises, or any loss, damage or expense which Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for - - - - - - Tenant's requirements. At all times during the term of this Lease, Tenant shall comply with all rules and regulations of governmental authorities and the public utility applicable to service, equipment, wiring and changes in requirements. - - - - Tenant covenants and agrees that its use of electric current shall never exceed the capacity of the existing conductors, feeders, risers, wiring installations or other equipment servicing the Building. Tenant shall not alter or make any addition to the electrical equipment without the prior written consent of Landlord. Landlord shall not unreasonably withhold its consent to the installation of new risers and equipment if, in Landlord's opinion, they are reasonably necessary and do not cause permanent damage or injury to the demised Premises or Building or create a dangerous or hazardous condition or entail excessive or unreasonable alterations. If Landlord grants such consent, all additional risers and other equipment shall be provided by Tenant by licensed and insured electricians. - - - - Landlord reserves the right to interrupt, suspend, or cease any of the services referred to herein when necessary by reason of accident, or repairs, alteration, or improvements which in Landlord's option are necessary or desirable, or difficulty or inability in securing supplies or labor, or strikes, or any other cause beyond the reasonable control of Landlord whether similar or dissimilar to those herein above mentioned. Tenant shall not be entitled to any diminution or abatement of rent or other compensation, and Tenant's obligations under this Lease shall not be affected or reduced, by reason of any interruption, suspension or cessation of services except as otherwise provided herein. No interruption, suspension or cessation of services shall constitute a constructive or partial eviction. Landlord shall use its best efforts to perform repairs at reasonable times and upon notice. Where possible, Landlord shall provide Tenant with reasonable notice of such interruption of service. - - - - Landlord does not represent that the electricity at the Premises is adequate or appropriate for Tenant's intended use.",Utility Services Compliance,Tax and Expense Payments -"Increased Fire Damage Liability - - $250 - - Employee Benefits Liability(Claims Made Coverage) - - $300 - - Aggregate Limit - - $2,000,000 - - Each Employee Limit - - $1,000,000 - - Deductible - - NONE - - Retroactive date: - - 5/29/2016",Fire Damage Liability Coverage,Insurance Coverage Details -"Tenant, at its sole cost and expense, shall maintain and keep the flues, ducts, drains, wastepipes, sewers and connections with the Building's main sewers, in or appurtenant to the Premises, and/or leading from the Premises to the exterior of the Building, and/or located in the Basement of the Building (for the purposes of this subparagraph “b” referred to collectively as the ""drainpipes"") in good repair and free from all dirt, dust, grease and other obstructions pursuant to a maintenance contract which shall remain in full force and effect throughout the term hereof, and copies of all such maintenance contracts shall be furnished to Landlord; and Tenant, at its sole cost and expense, shall make any necessary replacements of said drainpipes defined above. Further, Tenant, at its sole cost and expense, shall install grease traps where necessary to keep the other elements of the drainpipes free from grease. Tenant, at its sole cost and expense, promptly shall repair any leaks in the drainpipes. Tenant, at its sole cost and expense, shall also repair, maintain and make any necessary replacements of the flues, ducts, drains, wastepipes, grease traps, sewers and connections with the Building's main sewers, no matter where located in or appurtenant to the Building, if any such repairs are made necessary due to the negligence of the Tenant or its agents or employees or Tenant's use of the Premises.",Drainpipe Maintenance and Repair,Maintenance and Repair Requirements -• means included in applicable Covered Property Limit of Insurance,Covered Property Limit,Insurance Coverage Options -"ELECTRONIC VANDALISM - - LIMIT OF INSURANCE - - Aggregate in any 12 month period of this policy: - - $10,000",Electronic Vandalism Coverage,Vandalism Coverage Details -"SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - TX - - 5/7 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 95,583 - - 52.752 - - $5,042 - - TX - - 6/8 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 93,311 - - 52.752 - - $4,922 - - TX - - 6/9 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 22,445 - - 18.168 - - $408 - - TX - - 7/10 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 70,000 - - 52.752 - - $3,693 - - TX - - 8/11 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 1,447 - - 52.752 - - $76 - - TX - - 8/12 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 134,524 - - 18.168 - - $2,444 - - TX - - 8/13 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 138,000 - - 52.752 - - $7,280 - - TX - - 9/14 - - 61217 - - BUILDINGS OR PREMISES - BANK OR OFFICE - - - Prem/Ops. - - 122,000 - - 52.752 - - $6,436 - - TX - - 9/15 - - 46606 - - PARKING - PUBLIC - SHOPPING CENTERS - MAINTAINED BY THE LESSEE (LESSOR'S RISK ONLY) - - Prem/Ops. - - 100,400 - - 18.168 - - $1,824 - - TX - - 10/16 - - 61217 - - BUILDINGS OR PREMISES - - - Prem/Ops. - - 83,940 - - 43.485 - - $3,650",Shopping Center Insurance,Shopping Center Maintenance -67. Tenant’s Checks to Landlord,Tenant's Checks to Landlord,Tenant’s Checks -"By Ybpp - - in any one occurrence: - - $5,000",Maximum Coverage Limit,Maximum Coverage Limit -"The purpose of this SOW is to describe the Software and Services that Company will initially provide to Daltech, Inc. the “Client”) under the terms and conditions of the Services Agreement entered into between the parties on June 15, 2021 (the “Agreement”). Additional terms and conditions may be set forth in this SOW, and additional SOWs that may be subsequently signed.",SOW Description,Applicability and Enforcement Rights -"We will issue notes as global notes in registered form. If it is stated in the applicable pricing supplement that the notes are to be issued under NSS and that they are intended to be eligible collateral for Eurosystem monetary policy, the notes will be registered in the name of a nominee for a common safekeeper for Euroclear and Clearstream, Luxembourg, and we will deliver these notes to a common safekeeper for Euroclear and Clearstream, Luxembourg.",Global Note Registration,Note Registration -"In no event shall Tenant use, or permit to be used, the space adjacent to or any other space outside of the Premises, for display, sale or any other similar undertaking; except [1] in the event of a legal and licensed “street fair” type program or [2] if the local zoning, Community Board [if applicable] and other municipal laws, rules and regulations, allow for sidewalk café use and, if such I s the case, said operation shall be in strict accordance with all of the aforesaid requirements and conditions. . In no event shall Tenant use, or permit to be used, any advertising medium and/or loud speaker and/or sound amplifier and/or radio or television broadcast which may be heard outside of the Premises or which does not comply with the reasonable rules and regulations of Landlord which then will be in effect.",Legal Compliance,Legal Compliance -"42D. Music, Noise, and Vibration - - - - Tenant shall not use or permit the use of the Premises or any part thereof as a discotheque, or for dancing of any kind or nature nor allow any sounds to be heard, recorded or measured in any portion of the Building outside of the Premises above 45 decibels or in violation of any law, rule or ordinance including the New York Administrative Code or in any way which would violate any of the other covenants, agreements, terms, provisions and conditions of this Lease or for any unlawful purposes or in any unlawful manner, which is a substantial obligation of this Lease, a breach of which shall constitute a ground for termination of the Lease. Tenant shall be allowed to play only recorded music in the Premises. Tenant shall not permit live music to be played in the Premises. Landlord makes no representation that the playing of recorded music is permitted under applicable laws and/or government regulations. The decibel level of any music played by Tenant or vibrations emanating therefrom shall not unreasonably disturb any tenants of the Building. Tenant, at its sole cost and expense, shall install sound proofing and take such other steps, including installation of vibration eliminators, false ceilings and noise barriers, as are required in the reasonable determination of Landlord to prevent noise and vibrations from disturbing any tenants of the Building. If reasonably requested by Landlord, Tenant shall submit to Landlord a plan of the steps taken to prevent noise and vibration for Landlord’s approval, which plan shall address the issues of vibrations and noise emanating from any source within the Premises, including any kitchen, cleaning, ventilation or other equipment therein, and shall complete all work in accordance with such plan, or if approved, prior to commencement of business. If the steps taken to eliminate noise or vibration, whether or not Landlord previously approved such steps, shall reasonably be deemed unsatisfactory to Landlord, - - - - - - Landlord shall give notice specifying the changes, alterations or repairs to be made at Tenant’s sole expense. If such changes, alterations or repairs are not completed or repairs are not being diligently made within thirty days of such notice as specified by Landlord, Landlord may, at its sole discretion, either (i) cure such condition and thereafter add the cost and expenses incurred by Landlord therefor as Additional Rent to the next monthly installment of Fixed Rent to become due; or (ii) treat such failure to eliminate noise and vibration as a material default hereunder. - - - - Tenant shall not suffer, allow or permit any vibration, noise, or other undesirable effects to emanate from the Premises, or any equipment or other installation, including but not limited to any ventilation fan, motor and related equipment located on the roof of the Building or elsewhere, that services the Premises, if any, or otherwise suffer, allow, or permit the same to constitute a nuisance or otherwise interfere with the safety, comfort or convenience of the Landlord or any other occupant of the Building. All installations which Tenant may make at or in respect of the Premises shall be placed and maintained by Tenant in settings and in such other manner as shall be reasonably sufficient to prevent vibration and to minimize noise, odors or annoyance of any kind. Tenant shall submit to Landlord for Landlord's prior written approval complete mechanical plans showing the location and installation details of all mechanical equipment, provided that any approval by Landlord shall not be construed to mean that Landlord agrees that such mechanical or other equipment complies with or will function in a manner which will cause Tenant to be in compliance with any of the terms and conditions of this Lease. - - - - Tenant shall at all times make its best efforts to disperse its customers and limit the number of its customers smoking in front of the Premises to no more than three persons at any one time, including but not limited to directing its customers to leave the area in front of the Premises when the Premises is at its full legal capacity. Tenant shall also take appropriate measures concerning its customers who congregate outside the Premises to encourage such customers to remain reasonably quiet and respectful.",Music and Noise Restrictions,"Music, Noise and Vibration" -"Assignment Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required.",Assignment & Waiver Requirements,Assignment and Modification -"By Flood - - OCCURENCE - - 01. At each of the following Building(s) numbered: - - 007-013,018 - - in any one occurrence - - $100,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations. - - 02. At each of the following Building(s) numbered: - - 002-006,014-015 - - in any one occurrence - - $50,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations. - - 03. At each of the following Building(s) numbered: - - 016-017,019 - - in any one occurrence - - $25,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations.",Flood Insurance Coverage Limits,Flood Coverage -(iii) are rightfully acquired by the receiving party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the disclosing party;,Legally Acquired Information,No Obligation to Restore Confidentiality -"Notwithstanding the foregoing, provided Tenant is not then in default of this Lease, on March 15, 2022, Landlord shall return $26,000 of the Security to the Tenant and the Security obligation shall be $52,000. In the event Tenant continues to comply with all of the terms and conditions of this Lease, and provided Tenant is not then in default of this Lease, on March 15, 2022, Landlord shall return",Security Reduction,Security Return -"Additional covered property - - Personal Property at Undescribed Premises - - LIMITS OF INSURANCE - - At any “exhibition” premises - - Not Covered - - At any installation premises or temporary storage premises - - Not Covered - - At any other not owned, leased or regularly operated premises - - $25,000 - - Personal Property in Transit - - $25,000",Personal Property Coverage Limits,Insurance Coverage Details -Deluxe property coverage part schedule - specific limits - described premises,Deluxe Property Coverage,Property Coverage Details -ELECTRONIC VANDALISM LIMITATION ENDT,Electronic Vandalism Limitation,Electronic Vandalism Limitation -Give patient antihistamine to block inflammation as well. 4 days of Diphenhydramine 25 mg bid.,Antihistamine Treatment,Anti-Inflammatory Requirements -"StreetSTE 100 HOUSTON, TX - - Coverage - - Flood Limit - - 500,000 - - Flood Blanket - - No",Flood Coverage,Flood Coverage Limits -Time shall be of the essence with respect to all obligations under this Article 72.,Time Sensitivity,Time of Essence -NUCLEAR ENERGY LIABILITY EXCLUSION,Nuclear Energy Liability Exclusion,Nuclear Energy Liability Exclusion -Intended to Be Held in a Manner Which Would Allow Eurosystem Eligibility:,Eurosystem Eligibility,Intended Use of Notes -"In the event the fixed annual rent or additional rent or any part thereof provided to be paid by Tenant under the provisions of this Lease during the demised term shall become uncollectible or shall be reduced or required to be reduced or refunded by virtue of any Federal, State, County or City law, order or regulation, or by any direction of a public officer or body pursuant to law, or the orders, rules, code or regulations of any organization or entity formed pursuant to law, whether such organization or entity be public or private, then Landlord, at its option, may at any time thereafter terminate this Lease, by not less than thirty (30) days written notice to Tenant, on a date set forth in said notice, in which event this Lease and the term hereof shall terminate and come to an end on the date fixed in said notice as if the said date were the date originally fixed herein for the termination of the demised term. Landlord shall not have the right so to terminate this Lease if Tenant within such period of thirty (30) days shall in writing lawfully agree that the rentals herein reserved are a reasonable rental and agree to continue to pay said rental, and if such agreement by Tenant shall then be legally enforceable by Landlord. - - - - If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law.",Rent Reduction Termination,Termination for Uncollectability -"Illustration of study design for Protocol I8B-MC-ITRV. - - Patients will be required to attend the CRU on at least 8 occasions (no more than 10 occasions if dose-finding and/or one MMTT rescheduled) as noted in the Study Schedule (see Section 2): - -  Informed consent - -  Screening visit - -  Lead-in and insulin transition period (see Section 9.2.1) - -  4 inpatient CRU study visits (including dose finding assessment [see Section 9.2.2]) - -  A follow-up visit - - Eligible patients who have satisfied the entry criteria and completed all screening procedures will return to the CRU at least 2 weeks prior to Period 1 Day -2 to begin a lead-in and insulin transition period. When patients visit the CRU to begin the lead-in period, patients will receive instruction on general diabetes education including measurement of self-monitored plasma glucose (SMPG) and receive instruction on the insulin transition (see Section 9.2.1). During the insulin transition period, patients will transition from their current basal insulin therapy to site- provided insulin glargine and Humalog CCI (see Section 9.2.1). Following insulin transition, patients will return to the CRU for the dose-finding assessment (see Section 9.2.2) on either the evening of Day -2, Period 1 or early morning of Day -1, Period 1. The dose-finding assessment will use Humalog administered immediately before a standardized liquid test meal (MMTT) to inform the dose of LY900014 and Humalog to be used during subsequent study MMTT assessments. Upon completion of the dose-finding assessment, patients will be randomised to 1 of 4 treatment sequences. Prior to the MMTT in each study period, patients will undergo a run-in period (see Section 9.2.3.1) to achieve a predetermined glucose target of 135 ±15 mg/dL (7.5 ±0.8 mmol/L). Once the glucose target has been attained, patients will proceed with the MMTT in which a single individualized SC dose of LY900014 or Humalog will be administered either immediately before the test meal or 20 minutes following the start of the test meal (see Section 9.2.3.2). - - Doses of LY900014 and Humalog during the 4 study periods will be separated by a minimum washout of approximately 21 hours. The maximum duration allowed for all 4 periods is approximately 6 weeks. Patients will continue using site-provided Humalog and insulin glargine during the washout periods between MMTTs (see Section 7.7 for use of concomitant medication and basal insulin). During the washout periods, patients will be instructed to perform regular blood glucose monitoring (see Section 9.5.7). - - Following completion of all study procedures in each Period, patients may be offered a meal and discharged from the CRU at the discretion of the principal investigator. - - Study governance considerations are described in detail in Appendix 3. - - 5.2. Number of Participants - - Up to 36 patients may be enrolled so that approximately 30 patients complete the study. For purposes of this study, a patient completes the study when all scheduled procedures shown in the Schedule of Activities have been finished. Patients who drop out may be replaced, and the replacement patient will adopt all 4 assigned crossover treatments of the original patient’s randomization schedule. - - 5.3. End of Study Definition - - End of the study is the date of the last visit or last scheduled procedure shown in the Schedule of Activities (Section 2) for the last patient. - - 5.4. Scientific Rationale for Study Design - - The study is a 4-period crossover design to reduce the variability of insulin PK and GD, as each patient will act as his/her own control. The total number of patients needed with a crossover design is less than the number needed with a parallel group design. A maximum duration of approximately 6 weeks is allowed for patients to complete all 4 assigned periods to minimize the risk of insulin resistance/changes in mean glycemic control during the study. - - Randomization and blinding are used to avoid bias introduced through an association between allocation order of investigational medicinal product (IMP) and patient characteristics. The Lilly clinical pharmacologist (CP)/Lilly study team will be unblinded. - - In each study period patients will undergo a run-in period before the MMTT using a variable insulin and glucose IV infusion. This run-in period will allow for improved comparability of the postprandial glucose response to a mixed meal after treatment with LY900014 and Humalog administered either immediately before the start of the meal, or 20 minutes following the start of the test meal. This run-in aims to achieve similar preprandial glucose levels for all patients before the start of the test meal and thereby reduces the variability of the postprandial glucose response. Insulin glulisine has been chosen for the IV optimization of blood glucose during the run-in because insulin glulisine does not cross-react with the insulin lispro–specific assay used for the PK analysis. - - Under this design, if two periods occur on consecutive days, the interval between the last bolus on the first day and the first bolus on the second day is much longer compared to the length of time that the treatment (LY900014 or Humalog) lasts in the bloodstream; therefore, no carryover effect is assumed. This enables PK and GD data from the breakfast meal tests of each period to be analyzed independently and separately. - - A minimum of approximately 21 hours washout between the test meals allows for a complete washout of study drug administered with the MMTT and glucose response and prevents carry- over effects. - - 5.5. Justification for Dose - - The bolus dose of insulin lispro (LY900014 or Humalog) will be individualized per patient to cover the carbohydrate content in this standardized liquid test meal. This dose of insulin is reflective of a clinically relevant, individualized insulin dosing, similar to how patients would determine the insulin dose for the carbohydrate content in a meal. For each patient, the individualized prandial insulin lispro dose in LY900014 and Humalog for each test meal must be kept identical throughout the crossover periods. - - 6. Study Population - - Eligibility of patients for study enrollment will be based on the results of screening medical history, physical examination, vital signs, clinical laboratory tests, and electrocardiogram (ECG). - - The nature of any conditions present at the time of the physical examination and any preexisting conditions will be documented. - - Screening may occur over a 14 day period prior to the lead-in site visit. Patients who are not entered within this time period, may be subjected to an additional medical assessment and/or clinical measurements to confirm their eligibility. - - Prospective approval of protocol deviations to recruitment and enrollment criteria, also known as protocol waivers or exemptions, are not permitted. - - 6.1. Inclusion Criteria - - Patients are eligible for inclusion in the study only if they meet all of the following criteria at screening and/or enrollment: - - [1] are male or female patients with T1DM for at least 1 year. A diagnosis of T1DM is based on medical history with a fasting C-peptide <0.30 nmol/L. - - a. Male patients: - - i. No male contraception required except in compliance with specific local government requirements - - b. Female patients: - - i. Women of child-bearing potential who are abstinent (if this is complete abstinence, as their preferred and usual lifestyle) or in a same sex relationship (as part of their preferred and usual lifestyle) must agree to either remain abstinent or stay in a same sex relationship without sexual relationships with males. - - ii. Otherwise, women of child-bearing potential participating must agree to use one highly effective method of contraception until discharge from final treatment period. - - 1. Women of child bearing potential must test negative for pregnancy prior to initiation of treatment as indicated by a negative serum pregnancy test at the screening visit followed by a negative urine pregnancy test within 24 hours prior to exposure in Period 1. - - 2. A highly effective method of contraception includes a combined (estrogen and progestogen containing) or progestogen-only hormonal contraception administered orally, intravaginally, or transdermally and is associated with inhibition of ovulation. Alternatively, patients may use either an intrauterine device, intrauterine hormone-releasing system, bilateral tubal occlusion, or the partner should have been vasectomised. - - iii. Women not of childbearing potential may participate and include those who are: - - 1. infertile due to surgical sterilization (hysterectomy, bilateral oophorectomy or bilateral salpingectomy), congenital anomaly such as mullerian agenesis; or - - 2. post-menopausal – defined as a woman being amenorrheic for more than 1 year without an alternative medical cause and a serum follicle- stimulating hormone (FSH) level compatible with postmenopausal status. A FSH level in the post- menopausal range may be used to confirm a post- menopausal state in women not using hormonal contraception or hormonal re",Inclusion Criteria,Insulin Transition Period -"If not otherwise specified in this lease, and except in the case of (i) monthly installments of Rent or additional rent (which are due on the first of each calendar month without notice), and (ii) payments due from Tenant following a default which remains uncured beyond the expiration of the applicable notice and cure period (which shall be due and payable on demand), Tenant shall have a period of ten (10) business days after delivery of written request in which to make payments.",Payment Request Period,Payment Terms -(l) methadone maintenance clinic or center;,Clinic Type,Methadone Maintenance Clinic or Center -"Hazard statements - - : - - No known significant effects or critical hazards.",Hazard Statement,No Significant Effects -"ARTICLE 19 - - NO LIEN - - Section 19.1 Carrier shall have no lien, and hereby expressly waives its right to any lien on any - - cargo, freight, or property of Shipper or any of its customers, consignors or consignees. - - EXECUTED on the dates indicated below but effective as of the Effective Date first above written.",No Lien,No Lien -"Earthquake Coverage - - NO - - Agreed Value - - YES - - Causes of Loss - Special Form",Earthquake Coverage Details,Earthquake Coverage Details -"$3,000,000, including umbrella coverage, (b) to cover at least the following hazards (1) Premises and operations, including but not limited to flooding, backup of sewers and drains, burglary, theft, and plate glass (2) Tenant's independent contractors; (3) contractual liability for all written and oral contracts; and (4) contractual liability covering the indemnitees contained elsewhere in this Lease, and Liquor Law legal liability insurance.",Insurance Coverage Details,Insurance Coverage Details -"History of Present Illness: - - 77 y o woman in NAD with a h/o CAD, DM2, asthma and HTN on altace for 8 years awoke from sleep around 2:30 am this morning of a sore throat and swelling of tongue. She came immediately to the ED b/c she was having difficulty swallowing and some trouble breathing due to obstruction caused by the swelling. She has never had a similar reaction ever before and she did not have any associated SOB, chest pain, itching, or nausea. She has not noticed any rashes, and has been afebrile. She says that she feels like it is swollen down in her esophagus as well. In the ED she was given 25mg benadryl IV, 125 mg solumedrol IV and pepcid 20 mg IV. This has helped the swelling some but her throat still hurts and it hurts to swallow. Nothing else was able to relieve the pain and nothing make it worse though she has not tried to drink any fluids because of trouble swallowing. She denies any recent travel, recent exposure to unusual plants or animals or other allergens. She has not started any new medications, has not used any new lotions or perfumes and has not eaten any unusual foods. Patient has not taken any of her oral medications today.",Acute Throat Swelling,History of Present Illness -"A Change Order will be binding only if signed by both parties. Any and all Change Orders will be governed by the terms and conditions set forth in this Agreement, and are hereby incorporated by this reference. Any additional Deliverables described in the Change Order will be subject to the Payment provisions as described in Section 7 of the Agreement. - -4. Hours of Operation - - - -5. - -Travel. If the Deliverable will be completed according to a fixed price SOW and travel is required, then Client must sign the Agreement and SOW and pay required Deposit at least 30 days prior to proposed travel. If the Agreement and SOW are not signed and Deposit is not received at least 30 days prior to proposed travel, Company reserves the right to amend the SOW estimate solely with regard to travel and lodging expenses so that the SOW estimate reflects actual costs incurred by Company. - - • Engineering: - - - - • Monday-Friday 6AM-6PM PST - - - - • engineering@digitalmemex.com - - - - • (206) 684-8889 - - - - - - • Support: - - - - • 24 x 7 x 365 - - - - • support@digitalmemex.com - - - - • (206) 684-8888",Travel & Hours of Operation,Travel Requirements -Meteorological Information and Flight Plan,Flight Planning,Meteorological Information and Flight Plan -"Pertinent Diagnostic Tests: - - Na 140 K 4.5 Cl 109 Co2 23 BUN 29 Cr 1.0 Ca 9.9 Mg 1.4 Phos 3.6 - - PTT 26.7 WBC 9.9 Hgb 10.0 Hct 30.3 Plt 373 - - EKG - no signs of ischemia",Lab and EKG Results,Diagnostic Tests -"• continue albuterol and ipratropium nebs prn - - • resume theophylline when patient can take oral meds - - ++DM - - • Not on oral home meds - - • Patient is on corticosteroids that increase blood glucose levels, so put patient on sliding scale normal insulin to adjust for high sugars - - • Resume neurontin for neuropathy when oral meds can be taken - - ++HTN - - • Continue patient’s BP control with Diltiazem drip 5mg/hour - - • HOLD altace (ACEI) that is most likely the cause of angioedema - - • Consider an alternative HTN medication to replace the ACEI. Can’t use a HCTZ because of sulfa allergy. Also has asthma/COPD picture so beta blocker may not work well either. - - ++CAD s/p PCI in 1999 - - - Resume simvastatin and aspirin when patient is able to take oral meds - - ++GERD - - - famotidine when oral meds are resumed",Medication Adjustments,Treatment Plan -"of any such claim, Tenant upon written notice from Landlord shall, at Tenant’s sole cost and expense, oppose or defend such action or proceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonably withhold.",Defense of Claims,Defense of Claims -"66. Tenant’s Punctual Payment Obligation - - - - Tenant expressly recognizes that Tenant’s due and punctual performance of all of its obligations under this Lease throughout the term thereof is of paramount importance to Landlord and, without limiting the provisions of Article 17, Tenant agrees that, if Tenant shall default (a) in the timely payment of fixed rent or additional rent and such default shall continue beyond the 10 day grace period and repeated in two consecutive months or for a total of four months in any period of twelve consecutive months, or (b) in the timely performance, beyond any applicable cure period, of any other obligations of Tenant under this Lease and such default shall occur more than two (2) times in any period of twelve months, then s, any further similar default shall be deemed to be deliberate and Landlord thereafter may either (i) serve a three (3) day notice of cancellation of this Lease as and with the - - effects provided in subparagraph (1) of Article 17 or (ii) by notice to Tenant, increase the amount of security deposit required under the Lease so that Tenant shall provide three (3) additional month’s rent at the then current rate.",Tenant Punctual Payment Obligation,Payment Obligation -"COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.",No Liability for Damages,Indemnification -"Period - - Rate P/S/F Per Annum - - Monthly Base Rent - - Period Base Rent - - Months 1 – 12 - - $33.82 - - $27,487.21 - - $329,846.46 - - Months 13 – 24 - - $34.83 - - $28,311.82 - - $339,741.85 - - Months 25 – 36 - - $35.88 - - $29,161.18 - - $349,934.11 - - Months 37 – 48 - - $36.96 - - $30,036.01 - - $360,432.13 - - Months 49 – 60 - - $38.06 - - $30,937.09 - - $371,245.10 - - Months 61 – 72 - - $39.21 - - $31,865.20 - - $382,382.45 - - Months 73 – 84 - - $40.38 - - $32,821.16 - - $393,853.92 - - Months 85 – 96 - - $41.59 - - $33,805.80 - - $405,669.54",Rent Schedule,Periods and Rates -"The billing statements provided by Landlord for the charges due pursuant to this Article 41 shall constitute a final determination as between Landlord and Tenant of the additional rent for the periods represented thereby, unless Tenant within thirty days after they have been furnished shall give a written notice to Landlord that Tenant disputes their accuracy or appropriateness, which written notice shall specify the particular respects in which the statement is inaccurate or inappropriate. Pending the resolution of such dispute, Tenant shall pay the additional rent to Landlord in accordance with the statements furnished by Landlord.",Billing Statement Disputes,Applicability of Article -"Section 13.14 This Agreement shall be construed as a whole in accordance with the fair and reasonable meaning of - - its language, and, regardless of which party co-drafted this Agreement, this Agreement shall not be construed in - - favor of or against either party. - - Section 13.15 This Agreement constitutes the complete and entire agreement between the parties and supersedes any prior or contemporaneous agreements or understandings between the parties with respect to its subject matter. This Agreement covers and controls the entire business relationship between the parties including any claims, disputes or other conflicts which may arise between the parties and which are brought or occur after the - - effective date even if the events or actions occur in whole or in part prior to the Effective Date.",Entire Agreement,No Prior Agreements -"65. Tenant Waivers - - - - Tenant waives trial by jury in any action, proceeding, or counterclaim whatsoever brought by Landlord or Tenant arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use of or occupancy of the Premises, and/or any emergency statutory or any other statutory remedy. It is further mutually agreed that in the event Landlord commences any summary proceeding for possession of the Premises, or any other action or proceeding against the Tenant or the Premises, Tenant will not interpose any unrelated counterclaim of whatever nature or description in any such proceeding. - - - - .",Jury Waiver and No Counterclaims,Tenant Waivers -"Itemized Fees - -Fee - -Software - -MagicSoft Mobile x 250 seats - -$220,000 - -MagicSoft Connect x 250 seats - -$75,000 - -MagicSoft Hub Connector - -$25,000 - -All services provided below are subject to additional costs for work performed outside of regular working hours, as specified in section 2.3 of the MSA. All new work will be scoped with Customer before commencing. - -Service - -Initial Setup - -$22,000 - -Profile Customizations - -$22,000 - -Connector Enablement - -$10,000 - -Total - -$374,000 - - - -3. - -Fees and Terms. - - Fixed Price: $374,000 - - Start Date: 03/15/2021 - - End Date: 07/01/2021",Software and Service Fees,Fees and Terms -Deluxe business income - additional coverages and coverage extensions,Business Income Extensions,Building Coverage Extensions -"Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $5,000,000 per occurrence and in the aggregate.",Technology Professional Liability Insurance,Coverage Options -"2. Fees. The Services outlined in this SOW reflect the initial understanding of Client’s desired Deliverable and Company reserves the right to alter the manner in which Services are provided if Company determines different services are necessary to complete the Deliverable. Company shall provide the following Services to the Client: - -Itemized Fees - -Software - -MagicSoft Mobile x 50 seats - -$105,000 - -MagicSoft Connect x 50 seats - -$105,000 - -MagicSoft Hub Connector - -$25,000 - -Service - -Initial Setup - -$22,000 - -Profile Customizations - -$22,000 - -Connector Enablement - -$10,000 - -Support - -Training - -$25,000 - - - -Production Support - -$10,000 - - - -TOTAL - -$324,000 - -All services provided are subject to additional costs for work performed outside of regular working hours, as specified in section 2.3 of the MSA. All new work will be scoped with Customer before commencing.",Fees Details,Fees and Payment -"12. General Provisions. - - 12.1 Insurance Company will maintain during the entire Term of this Agreement, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII authorized to do business in the jurisdictions where the Company services are to be performed. - - (a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Client. - - (b) Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. - - (c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client. - - (d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.",Insurance Requirements,Insurance Coverage Details -"subject to the following minimum, in any one occurrence:",Minimum Requirement,Minimum Requirement -"Ingredient name - - % - - CAS number - - Titanium dioxide - - 1 - 5 - - 13463-67-7",Ingredient Information,Ingredient Summary -Landlord does not represent that the electricity at the Premises is adequate or appropriate for Tenant's intended use.,Electricity Adequacy,Electricity Requirements -Your Business Personal Property,Your Business Personal Property,Your Business Personal Property -InsuranceA Risk Control: Our Expertise is Your Advantage,Risk Control Services,InsuranceA Risk Control -"Time Element, in any one occurrence: - - 72Hours",Maximum Time Element,Time Element Requirements -"Tenant shall, at its sole cost and expense, maintain and promptly make all repairs and replacements, structural or otherwise, ordinary and extraordinary, to all of the furnishings, fixtures, kitchen equipment, all other equipment, effects and property of every kind, nature and description located in the premises.",Tenant Repairs & Replacements,Maintenance and Repairs -No cigarette smoking will be permitted during the study.,No Smoking Policy,Smoking Restriction -shall be free to tender freight for transportation to carriers other than Carrier.,Freight Tender Rights,Freight Tendering -"If the Deliverable will be completed according to a fixed price SOW and travel is required, then Client must sign the Agreement and SOW and pay required Deposit at least 30 days prior to proposed travel. If the Agreement and SOW are not signed and Deposit is not received at least 30 days prior to proposed travel, Company reserves the right to amend the SOW estimate solely with regard to travel and lodging expenses so that the SOW estimate reflects actual costs incurred by Company.",Travel and Lodging Requirements,Travel and Lodging Requirements -"Tenant covenants and agrees that it will permit Landlord, its agents, servants, employees, licensees, invitees, and contractors, at any and all times during regular business hours, to pass and repass on and through the Premises and basement of the Building, or such portion thereof as may be necessary, in order that they or any of them may gain access to any facilities of the Building for inspection, repairs and alterations as provided herein. Landlord shall provide Tenant , 24 hour advance notice of such entry, and coordinate such entry to avoid disruption of Tenant's business activities. Tenant agrees further that it will, during the entire term of this Lease, keep the Landlord informed of the telephone numbers of at least three persons or parties having keys to the Premises in order that, in the event of an emergency which requires Landlord to have access to the Premises during other than regular business hours, Landlord may arrange with such persons or parties to be admitted to the Premises, provided, however, that if Landlord is unable to arrange for admittance to the Premises during such emergency, or if time does not permit the making of such arrangements, Landlord shall have the right to gain admittance to the demised Premises forcibly or by otherwise breaking into the Premises, and the sole liability of Landlord to Tenant in such event shall be that Landlord shall be obligated to repair all damage caused by such breaking in within a reasonable time after the occurrence thereof and secure the Premises as soon as possible thereafter. - - - - Without limiting Landlord's rights under the foregoing paragraph of this Article, Tenant covenants and agrees that, provided notice of renewal has not been given under Article 72, it will permit - - - - - - Landlord, its agents, servants, employees, licensees, invitees, and contractors during the last year of the term of this Lease at any and all times during regular business hours, after 24 hour notice to tenant, to pass and repass on and through the Premises, or such portion thereof as may be necessary, in order that they or any of them may gain access to the Premises for the purpose of showing the Premises to potential new tenants or real estate brokers. In addition, Landlord shall be entitled to place a ""FOR RENT"" or ""FOR LEASE"" sign (not exceeding 8.5” x 11”) in the front window of the Premises during the last six months of the term of this Lease.",Entry Rights,Emergency Access and Keyholders -taken or such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status at such proceedings.,Landlord Status Updates,Advise Landlord Status -"6.4.8 The proposed transferee shall not be, and shall not be affiliated with, anyone with whom Landlord or any of its affiliates or mortgagees has been involved with in litigation or who has defaulted under any agreement with Landlord or any of its affiliates.",Affiliation Restriction,Legal Restrictions -"Optional coverage - - COVERAGE - - PREMIUM",Optional Coverage Details,Optional Coverage Details -"Subject to the terms and conditions contained elsewhere in this Lease, Tenant may use the area of the basement of the building, shown in Exhibit A annexed hereto, solely for purposes of allowed under the existing Temporary Certificate of Occupancy annexed as Exhibit Band for no other purpose.Landlord represents that basement area shown on Exhibit A is “eating and drinking establishment.”",Allowed Use of Facility,Basement Use -"Landlord shall have no obligation to furnish to Tenant or the Premises air conditioning. Any air conditioning unit and equipment located in or servicing the Premises (the ""Air Conditioning System"") on the date the term of this Lease shall commence may be utilized by Tenant provided that Landlord shall have no obligation with respect thereto and that Tenant shall accept the same in its ""AS IS"" condition. Tenant shall, at its sole cost and expense (a) maintain and promptly make all repairs and replacements, structural or otherwise, ordinary and extraordinary, to all components of the Air Conditioning System, (b) maintain throughout the term of the lease a full service contract covering the Air Conditioning System with Henick-Lane Service Corp. or any other company of reasonably equivalent quality and reputation, (c) pay all permit fees and other costs associated with any Air Conditioning System, and (d) deliver to Landlord a copy of said full service contract within five business days of demand by Landlord. Tenant shall not be released or excused from the performance of any of its obligations under this Lease for any failure or for interruption or curtailment of any Air Conditioning System, for any reason whatsoever, and no such failure, interruption, or curtailment shall constitute a constructive or partial eviction. - - - -69. Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. - - - - Tenant represents that neither Tenant, nor the principals, officers, partners, and/or members of Tenant: (i) is currently identified on the list maintained by the U.S. Department of the Treasury, Office of Foreign Assets Control (""OFAC""), generally known as the OFAC List"" (formerly known as the Specially Designated Nationals and Blocked Persons List); (ii) is currently identified on the lists maintained by the U.S. Department of Commerce (the ""DOC List"") and/or the U.S. Bureau of Industry and Security (the ""BIS List""); (iii) acts for or on behalf of any person or persons listed on the OFAC List, the DOC List, the BIS List, and/or any other known list of denied persons, excluded persons, and excluded entities maintained by the federal agencies of the United States; and (iv) is a person or persons, or acts for or on behalf of any person or persons, with whom a citizen or business of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States of America.",Air Conditioning,Air Conditioning -FED TERRORISM RISK INS ACT DISCLOSURE,Federal Disclosure,Federal Taxpayer Identification -"Wreckage and Impact Information - - Crew Injuries: - - 1 Fatal - - Aircraft Damage: - - Substantial - - Passenger Injuries: - - N/A - - Aircraft Fire: - - Ground Injuries: - - N/A - - Aircraft Explosion: - - Total Injuries: - - 1 Fatal - - Latitude, Longitude:",Aircraft Accident Injuries,Wreckage and Impact Information -Precipitation and Obscuration:,Precipitation and Obscuration,Precipitation and Obscuration -"Commercial Property Quote Summary - - Prefix: - - XXPD - - Estimated Total Premium: $ - - 63,571.00 - - Policywide Options - - Premium - - Restaurant Platinum Protection Plus Endorsement - - $ - - 3,500.00 - - Blanket Coverage - - Limits - - Blanket Coverage of Personal Property - - $ - - 5,397,200 - - Blanket Coverage of Business Income - - $ - - 1,428,658 - - Loc. Schedule Summary - - Limits - - Premium - - 1 StreetSTE 125, HOUSTON, TX - - 1-1 BUSINESS PERSONAL PROPERTY: CONTENTS - - $ 1,372,200 - - $ - - 9,503.00 - - 1-2 BUSINESS INCOME INCLUDING EXTRA EXPENSE: BUSINESS INCOME WITH EXTRA EXPENSE - - $ 285,714 - - $ - - 1,597.00 - - 2 StreetSTE 120, HOUSTON, TX - - 1-1 BUSINESS PERSONAL PROPERTY: CONTENTS - - $ 375,000 - - $ - - 2,902.00 - - 1-2 BUSINESS INCOME INCLUDING EXTRA EXPENSE: BUSINESS INCOME WITH EXTRA EXPENSE - - $ 285,715 - - $ - - 1,597.00 - - 3 StreetSTE 20, HOUSTON, TX - - 1-1 BUSINESS PERSONAL PROPERTY: CONTENTS - - $ 850,000 - - $ - - 5,554.00 - - 1-2 BUSINESS INCOME INCLUDING EXTRA EXPENSE: BUSINESS INCOME WITH EXTRA EXPENSE - - $ 285,715 - - $ - - 1,438.00 - - 4 StreetSTE 400, HOUSTON, TX - - 1-1 BUSINESS PERSONAL PROPERTY: CONTENTS - - $ 750,000 - - $ - - 6,233.00 - - 1-2 BUSINESS INCOME INCLUDING EXTRA EXPENSE: BUSINESS INCOME WITH EXTRA EXPENSE - - $ 285,714 - - $ - - 1,815.00 - - 1-3 BUSINESS PERSONAL PROPERTY: TENANT IMPROVEMENT - - $ 200,000 - - $ - - 1,550.00 - - 5 StreetSTE 490, HOUSTON, TX - - 1-1 BUILDING: BUILDING - - $ 2,275,000 - - $ - - 10,693.00 - - 1-2 BUSINESS PERSONAL PROPERTY: CONTENTS - - $ 550,000 - - $ - - 4,347.00 - - 6 StreetSTE 450, HOUSTON, TX - - 1-1 BUSINESS PERSONAL PROPERTY: CONTENTS - - $ 1,300,000 - - $ - - 7,660.00 - - 1-2 BUSINESS INCOME INCLUDING EXTRA EXPENSE: BUSINESS INCOME WITH EXTRA EXPENSE - - $ 285,800 - - $ - - 1,297.00 - - 2-1 BUILDING: - - $ 50,000 - - $ - - 2,717.00 - - Extend Property Coverage for your Restaurant - - The broad built-in protection of Insurance1’s business insurance provides comprehensive coverage to meet your basic property and liability needs. But, depending on your particular operation, you may need extra coverage. Insurance1 offers two property endorsements that enable you to easily boost your coverage in varying levels, insuring anything from accounts receivable and computers to brands and labels and loss of utility service. - - Compare the specific product features shown below, then work with your agent to choose the level of protection that’s right for your business. - - COVERAGE - - GOLD - - PLATINUM - - Accounts Receivable - - $50,000 - - $250,000 Policy Blanket Limit - - Appurtenant (Detached) Structures - - $25,000 - - $50,000 - - Arson Reward for Conviction (N/A in NY) - - $10,000 - - $15,000 - - Artificially Generated Electrical Current Damage - - $25,000 - - $50,000 - - Brands and Labels - - $25,000 - - $50,000 - - Business Income and Extra Expense from Dependent Properties - - $25,000 - - $50,000 - - Business Income and Extra Expense from Newly Acquired Properties - - $50,000 - - $100,000 - - Business Personal Property Limit - Seasonal Increase - - N/A - - 125% BPP up to $250,000 - - Claim Data Expense, Including Inventories and Appraisals - - $5,000 - - $10,000 - - Computer Fraud and Funds Transfer Fraud - - $25,000 - - $50,000 - - Computers and Media - - $25,000 - - $250,000 Policy Blanket Limit - - Computers and Media Off Premises - - $5,000 - - $10,000 - - Contract Penalty - - $10,000 - - $25,000 - - Covered Property Territory - - 1,000 Feet - - 1,000 Feet - - COVERAGE - - GOLD - - PLATINUM - - Credit Card Invoices - - $5,000 - - $10,000 - - Debris Removal - - $40,000 - - $250,000 Policy Blanket Limit - - Discharge from Sewer, Drain or Sump (Not Flood-Related) - - $25,000 - - $100,000 - - Employee Dishonesty - - $50,000 - - $100,000 - - Fine Arts Coverage - - $50,000 - - $250,000 Policy Blanket Limit - - Fire and Security Alarm System Upgrade - - 25% of the cost up to $10,000 - - 25% of the cost up to $25,000 - - Fire Department Service Charge - - $25,000 - - Actual Cost - - Fire Extinguisher Recharge - - - $25,000 for Recharge - - - $5,000 for Clean-up - - - $5,000 Business Income - - - $50,000 for Recharge - - - $5,000 for Clean-up - - - $5,000 Business Income - - Food Contamination - - $25,000/$10,000 - - $100,000/$50,000 - - Forgery or Alteration - - $50,000 - - $100,000 - - Foundations and Underground Pipes - - Included in Building Limit - - Included in Building Limit - - Increased Cost of Construction - - See Ordinance or Law - - See Ordinance or Law - - Ingress or Egress - - N/A - - $25,000 - - Limited Business Income - - $100,000 - - $250,000 - - Limited Extra Expense - - $100,000 - - $250,000 - - Master Key / Key Card Replacement - - $10,000 - - $50,000 - - Money and Securities - - $10,000 - - $50,000 - - Newly Acquired or Constructed Property - - $1 million / $500,000 - - $2 million / $1 million - - Off Premises Business Income and Extra Expense Special Event Cancellation - - $25,000 - - $50,000 - - Ordinance or Law Coverage - - Coverage A - Building limit Coverage B - $100,000 Coverage C - $100,000 - - Coverage A - Building limit Coverage B - $250,000 Coverage C - $250,000 - - Outdoor Property - - $50,000 / $2,500 per tree - - $250,000 Policy Blanket Limit - - Pairs or Sets - - N/A - - $250,000 Policy Blanket Limit - - Personal Effects / Customer’s Property - - $25,000 - - $25,000 / $250,000 Policy Blanket Limit - - Pollutant Clean Up and Removal - - $25,000 - - $50,000 - - Preservation of Property - - 45 days - - 90 days - - Property in Transit - - $25,000 / $20,000 - - $50,000 / $20,000 - - COVERAGE - - GOLD - - PLATINUM - - Property Off Premises - - $50,000 - - $100,000 - - Property while Airborne or Waterborne - - N/A - - Included in BPP limit - - Salespersons Samples Off Premises - - $10,000 - - $25,000 - - Spoilage of Perishable Goods - - $25,000 - - $50,000 - - Tenant's Building Glass Liability - - Included in BPP limit - - Included in BPP limit - - Unauthorized Business Card Use - - $10,000 - - $25,000 - - Utility Services — Direct Damage - - Overhead transmission lines excluded; coverage can be purchased - - $50,000 - - $100,000 - - Utility Services — Time Element - - Overhead transmission lines excluded; coverage can be purchased - - $50,000 - - $100,000 - - Valuable Papers and Records — Cost of Research - - $50,000 - - $250,000 Policy Blanket Limit - - Additional Coverages and Coverage Extensions included in these endorsements apply only when applicable Building and/or Business Personal Property underlying coverage is selected on the Commercial Property Policy. This summary is intended for reference only and does not include policy conditions, exclusions, and limitations. Refer to your policy for details of coverages. If there is any conflict between the policy and the summary, the provisions of the policy prevail. - - Products underwritten by Insurance1 Insurance Company and Affiliated Companies. Not all Insurance1 affiliated companies are mutual companies, and not all Insurance1 members are insured by a mutual company. - - Insurance1here.com - - Location 001 - - Total Premium: - - $11288.00 - - StreetSTE 125 HOUSTON, TX - - Coverage - - Flood Limit - - 500,000 - - Flood Deductible - - 50,000 - - Flood Blanket - - No - - Flood Premium - - 188 - - Building 1 - RESTAURANT - - Class Code - - 542 - - Construction Type - - MASONRY NON-COMBUSTIBLE - - Year Built - - 1960 - - Stories - - 1 - - Property Interest - - OWNER OCCUPIED - - Total Area - - 4,000 - - Protection Class - - 1 - - Sprinklered - - NO - - Burglar Alarm - - NO - - Coverages - - Building Personal Property - CONTENTS - - Valuation - - REPLACEMENT COST - - Property Deductible - - $10,000 - - Wind/Hail Ded. ($ or %) - - 1 - - Theft Coverage - - YES - - Coinsurance - - 90 - - Earthquake Coverage - - NO - - Agreed Value - - YES - - Causes of Loss - Special Form - - Spoilage Coverage Endorsement - - $419.00 - - Business Income with Extra Expense - BUSINESS INCOME WITH EXTRA EXPENSE - - Hourly Deductible - - 24 - - Rental Option - - MERCANTILE - - Risk Type - - INCLUDING RENTAL - - Theft Coverage - - YES - - Extended Period - - Maximum Period - - NO - - Monthly Limit - - N/A - - Agreed Value - - NO - - Coinsurance - - 80 - - Business Income ALS - - NO - - Earthquake Coverage - - NO - - Causes of Loss - Special Form - - Location 002 - - Total Premium: - - ",Commercial Property Quote Summary,Loc. Schedule Summary -"47. Alterations and Additions - - - - Except as provided herein, Tenant shall not be entitled to make any structural alterations of or additions to the Premises or any alterations, additions or changes whatsoever to the exterior of the Premises without the prior written consent of Landlord in each instance, which consent Landlord may withhold or condition unreasonably or for any reason or for no reason; and, except as provided herein , and excepting purely cosmetic changes or additions up to an amount of $20,000, Tenant shall not be entitled to make any non-structural alterations of or additions to the Premises without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, delayed or conditioned. (Any alterations to the Premises made by Tenant shall hereinafter be referred to as ""Tenant's Alterations""). - - - - In granting its consent to any Tenant's Alterations as defined in this Article, Landlord may impose such reasonable conditions (including completion, payment, restoration and if Tenant's Alterations are reasonably expected to cost in excess of $25,000, a requirement that Tenant either post a bond to insure the completion of and payment for Tenant's Alterations or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free) as Landlord may reasonably require. In no event shall Landlord be required to consent to any Tenant's Alterations which would physically affect any part of the Building outside of the Premises or would adversely affect the proper functioning of the mechanical, electrical, sanitary or other service systems of the Building. At the time Tenant requests Landlord's written consent to Tenant’s Alterations, Tenant shall deliver to Landlord detailed plans and specifications therefor. Tenant shall pay to Landlord any reasonable fees or expenses in connection with Tenant's Alterations incurred by Landlord in connection with Landlord's submitting such plans and specifications, if it so chooses, to an architect or engineer selected by Landlord for review or examination. Tenant shall pay to Landlord the minimum sum of $750.00 to reimburse Landlord for the administrative costs of initial review and processing of proposed Tenant’s Alterations plans and specifications, in each instance; and if, in connection therewith, Landlord incurs expenses in excess of said $750.00 amount, then Tenant shall pay Landlord the amount of such excess fees as additional rent within ten (10) days of Landlord’s submission to Tenant of bills for same. Landlord's approval of any plans or specifications does not relieve Tenant from the responsibility for the legal sufficiency and technical competency thereof. Before commencement of any Tenant’s Alterations, (a) Tenant shall obtain the necessary consents, authorizations and licenses from all federal, state and/or municipal authorities having jurisdiction over such work, and (b) Tenant shall provide Landlord with a bond insuring Landlord against non-payment for any work to be performed by Tenant or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free. Notwithstanding the foregoing, solely in connection with Tenant’s Initial Alterations (defined below), Tenant shall not be required to pay Landlord or its designee for Landlord’s review of Tenant’s Initial Alterations plans or Landlord’s supervision, if any, or any other Landlord out-of-pocket cost of Tenant’s Initial Alterations or post a bond to insure the completion of and payment for Tenant's Alterations. “Initial Alterations” shall refer to the alterations made to the Premises by Tenant as part of, and as approved by Landlord as, Tenant’s initial build-out of the Premises prior to commencement of operations by Tenant. Landlord consents to Tenant’s Initial Alterations described on annexed Exhibit D. Tenant agrees to indemnify and save Landlord harmless from and against any and all bills for labor performed and equipment, fixtures and materials furnished to Tenant and applicable sales taxes thereon as required by New York law and from and against any and all liens, bills or claims therefor or against the Premises or the Building and from and against all losses, damages, costs, expenses, suits, and claims whatsoever in connection with Tenant’s Alterations. - - - - Tenant, at its expense, shall cause any Tenant’s Alterations consented to by Landlord to be performed in compliance with all applicable requirements of insurance bodies having jurisdiction and in such manner as not to interfere with, delay or impose any additional expense upon the Landlord in the maintenance or operation of the Building. - - - - If the performance of Tenant’s Alterations shall interfere with the comfort and/or convenience of other tenants in the Building or shall cause damage to or otherwise interfere with the - - - - - - occupancy of adjacent Buildings, Tenant shall upon Landlord's demand remedy or remove the condition or conditions complained of. Tenant further covenants and agrees to save Landlord harmless from and against any and all claims, losses, damages, costs, expenses including attorneys’ fees and disbursements, suits and demands whatsoever made or asserted against Landlord by reason of the foregoing. - - - - Tenant’s Alterations may be performed only from Monday through Friday and only during the hours from 9:00 A.M. to 5:00 P.M. and at no other times. - - - - Promptly after the completion of any Tenant’s Alterations, Tenant shall furnish to Landlord a complete set of ""as-built"" plans and specifications. - - - - Tenant agrees that any exercise of its rights pursuant to this Lease shall not be done in a manner that would: (a) create any work stoppage, picketing, labor disruption, or dispute; (b) materially interfere with the business of Landlord or any tenant or occupant of the Building. In the event of the occurrence of any condition described above arising from Tenant's exercise of any of its rights pursuant to this Lease, Tenant shall, immediately upon notice from Landlord, cease the manner of exercise of such right giving rise to such condition. In the event that Tenant fails to cease the manner of exercise of its rights as aforesaid, Landlord, in addition to any rights available to it under this lease and pursuant to law, shall have the right to injunction without further notice. - - - - Promptly following the completion of all of Tenant’s Alterations, and as soon as reasonably feasible, Tenant shall obtain and furnish to Landlord all appropriate certifications, including but not limited to a New York City Department of Buildings Letter of Completion, from all authorities having jurisdiction to the effect that all Tenant’s Alterations have been performed and completed in accordance with Tenant's Plans and with all Requirements, and Tenant shall close out all permits and obtain all final sign-offs. In the event that Tenant fails to comply with the terms of this paragraph within 90 days after the completion of Tenant’s Alterations, then in that event, Landlord may, but is not required to, take such steps as are commercially reasonable to close out all permits, obtain final sign-offs and a Letter of Completion and otherwise act to cause Tenant’s obligations under this paragraph to be satisfied and thereupon Tenant shall reimburse Landlord for all costs and fees incurred by Landlord in connection therewith as additional rent within 15 days of demand by Landlord for payment. - - - - Subject to all of the foregoing provisions hereof, including without limitation, the compliance with Requirements, Tenant shall only be permitted to commence and carry on Tenant’s Alterations provided: (i) Tenant delivers to Landlord not less than three (3) days prior to the commencement of Tenant's Alterations, an endorsement of its liability insurance policy referred to herein, covering and holding Landlord harmless against any and all claims or liability arising out of Tenant’s Alterations; (ii) Tenant delivers to Landlord, not less than five days prior to the commencement of Tenant's Alterations, sufficient proof that Tenant's contractors maintain workers compensation insurance to cover all persons engaged in Tenant's Alterations; and (iii) Landlord is reasonably satisfied that Tenant's contractors will perform Tenant's Alterations in a first-class workman-like manner, using all first-class materials. - - - - If Tenant is unable to obtain a permit for its Initial Alterations and/or a required permit or license to operate Tenant’s business due to any act or omission of Landlord's or due to a condition or violation arising prior to delivery of possession of the Demised Premises to Tenant (hereinafter collectively called ""Pre-existing Conditions""), Landlord shall use best efforts to promptly correct such condition, and the time which expires until such condition is corrected and Tenant is notified of same shall be added on so that the Rent Commencement Date shall be deferred because of such Pre-existing Conditions.",Tenant Alterations Consent,Alterations and Additions -"8.1 Company’s Representation. Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation. - - 8.2 Client’s Representation. Client represents that any materials provided to Company by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation. - - 8.3 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.",Intellectual Property Warranty,No Warranty -"Notwithstanding anything to the contrary contained in any portion of this Lease, Landlord shall have no obligation to Tenant to supply any service or perform any act. Landlord shall not supply heat and shall not supply air conditioning to the Premises.",No Landlord Services,No Landlord Obligation -"“Taxes” shall mean the total of all real estate taxes and assessments and special assessments imposed, payable and paid upon the Premises described as the land and building in which the Premises are located including, without limitation, vault taxes, rents or charges, imposed by any Governmental Authority, of which the demised Premises forms a part. If at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions of charges now levied, assessed or imposed on the real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax assessment levy upon the Building, Land Improvements or the Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable, or the part thereof so measured or based shall be deemed to be included within the term ""Taxes"" for the purposes hereof. - - - - ""Escalation Year"" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease. - - - - ""Base Year"" shall mean the twelve month period ending on June 30, 2022. - - - - ""Base Year Taxes"" shall mean the Taxes for the Base Year.",Real Estate Taxes,Real Estate Taxes -Carrier will provide the following transportation services pursuant to the Agreement:,Transportation Services,Transportation Services -"In the event that on the date the Landlord repossesses the Premises under any provision of this Lease or upon the termination of this Lease or upon the expiration of the demised term, whichever is earlier, there remains within the Premises any property belonging to the Tenant said property shall be deemed to have been abandoned by the Tenant, at which time the Landlord may remove said property and dispose of said property in any manner as it deems fit, without any liability whatsoever.",Abandoned Property Disposal,Unclaimed Property -"CONDEMNATION. If the whole or any substantial part of the Premises shall be condemned by eminent domain or acquired by private purchase in lieu of condemnation, this Lease shall terminate on the date on which possession of the Premises is delivered to the condemning authority and Rent shall be apportioned and paid to that date. If no portion of the Premises is taken but a substantial portion of the Project is taken, at Landlord's option, this Lease shall terminate on the date on which possession of such portion of the Project is delivered to the condemning authority and Rent shall be apportioned and paid to that date. Tenant shall have no claim against Landlord, and assigns to Landlord any claims it may have otherwise had, for the value of any unexpired portion of the Lease Term, or any Alterations. Tenant shall not be entitled to any part of the condemnation award or private purchase price. If this Lease is not terminated as provided above, Rent shall abate in proportion to the portion of the Premises condemned.",Condemnation Clause,Condemnation Termination -"Theophyline (Uniphyl) 600 mg qhs – bronchodilator by increasing cAMP used for - - treating asthma Diltiazem 300 mg qhs – Ca channel blocker used to control hypertension Simvistatin (Zocor) 20 mg qhs- HMGCo Reductase inhibitor for hypercholesterolemia Ramipril (Altace) 10 mg BID – ACEI for hypertension and diabetes for renal protective - - effect - - Glipizide 5 mg BID (diabetes) – sulfonylurea for treatment of diabetes Omecprazole (Prilosec) 20 mg daily (reflux) – PPI for treatment of ulcers Gabapentin (Neurontin) 100 mg qhs – modulates release of neurotransmitters to treat - - diabetic neuropathy Metformin 500 mg qam – biguanide used to treat diabetes Aspirin 81 mg qam - prophylaxis for MI and TIA Servant 1puff bid - - - Fluticasone (Flovent) 2 puff bid - corticosteroid to treat airways in asthma/copd xoperex 1.25mg and Ipratropium 2.5 ml nebulized qam - anticholinergic to treat airways - - in COPD",Medication Regimen,Treatment Plan -"Intellectual Property. - - 12.2.1 Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement. - - 12.2.2 Independently Developed Intellectual Property. Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party.",Intellectual Property Ownership,Independently Developed Intellectual Property -"Supplementing Article 31 of this lease, no application of the security deposit shall be made by Landlord until after Tenant has received any notice of default required hereunder, and any applicable cure period has expired. Tenant acknowledges that Landlord is not required to hold the security deposit in an interest-bearing account.",Security Deposit Application,Security Deposit -"In the event of a sale, transfer or leasing of the Premises by Landlord, Landlord shall have the right to transfer the Security to the vendee, transferee or lessee, whereupon Landlord shall be deemed released by Tenant from all liability for the return of said Security, except that Landlord shall remain responsible for the Security Deposit paid hereunder, until such time as [a] a successor landlord or party in interest assumes in writing the obligations therefore and [2] Landlord provides notice of assignment to Tenant. In such event, Tenant agrees to look solely to such new Landlord for the return of said Security. This Article shall apply to every transfer or assignment of the Security to a new Landlord. Tenant shall not assign or encumber the Security, and Landlord shall not be bound by any such assignment and encumbrance.",Security Deposit Transfer,Security Deposit -"In order to induce Landlord to enter into this Lease with Tenant, Tenant hereby agrees to cause Bluestone Lane Holdings to guarantee the prompt and full performance of all of the obligations of Tenant under this Lease, to the extent of and in accordance with the terms and conditions of the Guaranty annexed hereto as Exhibit B.",Bluestone Lane Guaranty,Guaranty -Chemicals are not readily available as they are bound within the polymer matrix.,Chemical Binding,Bound Chemicals -"Initial subscription of the notes by investors will be settled directly through Euroclear or Clearstream, Luxembourg. In order to purchase the notes, an investor may use an account with Euroclear or Clearstream, Luxembourg and settle the notes through such account with Euroclear or Clearstream, Luxembourg. For any",Settlement of Notes,Settlement Options -"Section 13.6 This agreement is entered into in Texas and shall be governed and construed in accordance with the laws of the State of Texas. If any matters in dispute are required to be settled by litigation, such trials will be decided by a judge. THE PARTIES WAIVE TRIAL BY JURY IN ANY SUCH ACTION(S) AND CONFIRM THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THEIR BUSINESS TRANSACTIONS. For any such action(s) related to their business transactions or enforcement of any arbitration, the parties submit - - themselves to the jurisdiction of the State or Federal Courts located in Dallas, Texas. - - 8",Governing Law,Modification and Authorization -"THIS AGREEMENT between SFG Digital Corp. (""Licensor""), of 600 4th Ave, Seattle, WA 98104 and Bracco Inc. (""Licensee""), of 33608 Ortega Hwy, San Juan Capistrano, California, 92675. This agreement is effective as of June 21, 2020 (“Effective Date”). - - - - - -WHEREAS: - - - - (A) This Agreement is a license agreement and not an agreement for the sale of software or services. - - - - - - - - (B) This Agreement gives Licensee limited rights to use the Software and Related Materials described below and imposes upon Licensee certain obligations to protect the Software and Related Materials from unauthorized use, reproduction, distribution or publication. - - - - - -NOW THEREFORE in consideration of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: - - - - 1. Definitions. In this Agreement the following words and phrases shall have the following respective meanings, unless the context otherwise requires: - - - - - - (a) ""Confidential Information"" means proprietary material or information belonging to Licensor, or to any third party to which Licensor owes a duty to maintain confidentiality, directly or indirectly placed by Licensor, or by third parties to which Licensor is related, into the possession of Licensee which material or information is not generally available to or used by others (except other persons whom Licensor has granted licenses of the Software and Related Materials or part thereof) or the utility or value of which is not generally known or recognized as standard practice, whether or not the underlying details are in the public domain, and includes, without limitation, all business information, computer software and computer technology, whether patentable or not, which is acquired by or on behalf of Licensee from time to time and which, owing to the relationship between Licensor and Licensee, may become known to Licensee. - - - - - - - - (b) ""Copyrights"" shall refer to those copyrights or copyright registrations for the Software or the Software and Related Materials and shall include future copyrights belonging to Licensor or any third party related to Licensor for improvements and modifications thereof and applications by Licensor for registration of copyrights for improvements and modifications thereof; - - - - - - - - (c) ""Enhancements"" means changes and/or improvements to the Software, whether arising out of the particular Software configuration for the specific use of Licensee or otherwise; - - - - - - - - (d) ""Errors"" means, with regard to the Software, incorrect source code or object code or anything not in agreement with published Specifications or requested modifications; - - - - - - (e) ""Know-How"" includes all technology, source code, object code, local area network manager code, technical information, procedures, processes, trade secrets, methods, practices, techniques, information, logic/flow charts, sketches, drawings, Specifications, application and modification manuals and data relating to the design, manufacture, production, inspection, and testing of the Software, which are from time to time in Licensor's possession; - - - - - - (f) ""Manuals"" means the programmer's manuals, the technical manuals and the user manuals and other similar documentation; - - - - - - (g) ""Modifications"" means Enhancements and/or correction of Errors, and Modifications shall be deemed to have been accepted by Licensee upon the lapse of sixty (60) days following successful installation of any Modifications unless Licensee notifies Licensor in writing prior to the lapse of such period that the Modifications in question do not conform to Specifications; - - - - - - (h) ""Related Materials"" means all of the printed materials, user documentation, training documentation and confidential activation code for the Software supplied by Licensor to Licensee, and includes the Manuals; - - - - - - (i) ""Software"", which includes the Know-How and, unless otherwise hereinafter set out to the contrary, any Modifications, is described on Schedule ""A"" herein and includes all actual copies of all or any portion of the computer programs delivered by Licensor to Licensee, inclusive of backups, updates and merged copies either permitted by this Agreement or supplied subsequently by Licensor or any party related to Licensor; and - - - - - - (j) ""Specifications"" means the functional performance parameters of the Software. - - - - - - 2. Grant of License and Reservation of Ownership. Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Software and Related Materials at the site referred to in Schedule A hereto and otherwise pursuant to the terms of this Agreement. Licensor retains title and exclusive ownership of any and all copies of the Software and Related Materials licensed hereby. Licensee agrees to use its best efforts to protect the Software and Related Materials from unauthorized use, reproduction, distribution or publication. - - - - - - 3. License Fee. In consideration for the granting of the license of the Software and Related Materials to Licensee, Licensee hereby agrees to pay to Licensor a license fee in the amount of $30,000 (the ‘Initial License Fee’) upon delivery of the Software to Licensee. Licensee shall also pay to Licensor all sales, excise and other taxes thereon and upon any other amounts payable by Licensee to Licensor pursuant to this Agreement. - - - - - -4. - - - -Copyrights. - - - - - - - -10. - - - -Limited Warranty. - - - - (a) The Software and Related Materials are owned by Licensor and are protected by - - U.S. copyright laws and applicable international treaties and/or conventions. Without limiting the prohibition on assignment contained elsewhere in this Agreement, Licensee acknowledges that its rights to use the Software and Related Materials are personal to Licensee. Licensee therefore covenants not to permit the use of the Software and Related Materials by unauthorized persons and to use its best efforts to prevent the exportation of the Software and Related Materials or any portion thereof into any country which does not have copyright laws that will protect Licensor's Copyrights. - - - - - - - - - - (b) Licensor, at its own expense, will defend and indemnify Licensee from all claims that the Software and Related Materials infringe a United States copyright, provided that Licensee gives Licensor prompt written notice of such claims and permit Licensor to defend or settle the claims and provides Licensor with all reasonable co-operation and further provided that Licensor shall not be required to defend and indemnify Licensee from infringement claims resulting from Modifications by Licensee. - - - - - - - - (c) As to any Software and Related Materials which are or in the opinion of Licensor may become subject to a claim of infringement, Licensor, at its option, will obtain the right for Licensee to continue using the Software and Related Materials or replace or modify the Software and Related Materials so as to make it non- infringing. If none of the aforementioned alternatives are available on commercially reasonable terms, then Licensee agrees to return the Software and Related Materials to Licensor upon Licensor's written request and Licensor shall, upon return, refund to Licensee all license fees paid by Licensee to Licensor, and Licensor shall have no other or further liability to Licensee. Licensee acknowledges that the remedies set out in paragraph 11 hereof constitute the sole and exclusive remedy of Licensee for copyright infringement. - - - - - - 5. Permitted Uses of the Software and Related Materials. As each configuration of central processing units and/or networked systems may be unique, Licensee agrees to conform Licensee's use of the Software to the particular Software configuration licensed by Licensor to Licensee. Said configuration is incorporated into this license agreement by reference, inclusive of Modifications created or approved by Licensor. Licensee may make one (1) copy of the Software for archival purposes only, unless Licensor agrees otherwise in writing. - - - - - - 6. Uses Not Permitted. Licensee covenants and agrees that it will not: - - - - - - (a) whether in whole or in part, sell, rent, lease, sublease, license, sublicense, lend, time-share, transfer, assign or provide the use of or access to the Software and Related Materials, or any portion thereof, to unlicensed persons and entities. - - - - - - - - (b) assign, mortgage, charge or otherwise encumber either the Software and Related Materials or its rights under this Agreement. - - - - - - - - (c) reverse engineer, decompile or disassemble the Software (except that the Licensee may decompile the Software for the purposes of interoperability only to the extent permitted by and subject to strict compliance under the United States Law). - - - - - - - - (d) alter, modify or create any derivative works of the Software and Related Materials or any portion thereof. - - - - - - - - (e) Except as permitted elsewhere in this Agreement, make additional copies of the Software and Related Materials or any portion thereof. - - - - - - - - (f) obscure or remove any copyright or trademark notices. - - - - - - 7. Assignment. Without limiting anything contained elsewhere in this Agreement, Licensee shall not assign this Agreement or any rights herein without the prior written consent of Licensor, which consent may be arbitrarily withheld. Any purported assignment without Licensor's consent shall be deemed to be null and void. - - - - - - 8. Term. - - - - - - (a) The license granted by this Agreement is Non Exclusive, and shall be for an initial period of 36 months, commencing from the acceptance date, (the “Initial Period”). The Agreement may be renewed for an additional period of 36 months at a 15% increase from the Initial License Fee at the option of t",License Terms,Definitions -"Tenant shall pay, during the term of this Lease, the additional rent provided for in this Article 41. As used herein, the following terms shall have the meanings set forth below: - - - - “Taxes” shall mean the total of all real estate taxes and assessments and special assessments imposed, payable and paid upon the Premises described as the land and building in which the Premises are located including, without limitation, vault taxes, rents or charges, imposed by any Governmental Authority, of which the demised Premises forms a part. If at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions of charges now levied, assessed or imposed on the real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax assessment levy upon the Building, Land Improvements or the Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable, or the part thereof so measured or based shall be deemed to be included within the term ""Taxes"" for the purposes hereof. - - - - ""Escalation Year"" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease. - - - - ""Base Year"" shall mean the twelve month period ending on June 30, 2022. - - - - ""Base Year Taxes"" shall mean the Taxes for the Base Year.",Real Estate Taxes,Real Estate Taxes -• Give patient corticosteroid to decrease inflammation and to protect against relapse after initial improvement. 4 days of Dexamethasone 10 mg IV tid.,Treatment Plan,Corticosteroid Use -"In the event that the Premises are not surrendered at the end of the Lease term, Tenant shall indemnify and save Landlord harmless against all costs, claims, loss, or liability resulting from delay by Tenant in so surrendering the Premises, including, without limitation, any claims made by any succeeding tenant founded on such delay. - - - - Additionally, the parties recognize and agree that other damage to Landlord resulting from any failure by Tenant to timely surrender the Premises will be substantial, will exceed the amount of monthly rent theretofore payable hereunder, and will be impossible of accurate measurement. Tenant therefore agrees that if possession of the Premises is not surrendered to Landlord within one (1) day after the date of the expiration or sooner termination of the term of this Lease, then Tenant will pay Landlord as liquidated damages for each month and for each portion of any month during which Lessee holds over in the Premises after the expiration of the term of this Lease, a sum equal to one and one-half (1.5) times the average rent and additional rent which was payable per month under this Lease during the last six months of the term thereof, which sum Tenant agrees to pay to Landlord upon demand, in full, without set-off or deduction, and which sum Tenant agrees is fair and reasonable and does not constitute a penalty. (“Holdover Use and Occupancy”). - - - -Nothing contained in this clause shall be construed to mean that the Landlord has given permission for Tenant or anyone else who occupies the Premises to remain on the Premises as a monthly Tenant, or as a Tenant from month to month and the Landlord may proceed to evict the Tenant as a ""Holdover."" Neither the billing nor the collection of use and occupancy in the above amount shall be deemed a waiver of any right of the Landlord to collect damages for Tenant's failure to vacate the Premises after the expiration or sooner termination of this Lease. If Tenant holds over in possession after the expiration or sooner termination of the term of this Lease, such holding over shall not be deemed to extend the term or renew the Lease, but such holding over thereafter shall continue upon the covenants and conditions herein set forth in the Lease. The aforesaid obligations shall survive the expiration or sooner termination of the term of this Lease. - - - - In the event that on the date the Landlord repossesses the Premises under any provision of this Lease or upon the termination of this Lease or upon the expiration of the demised term, whichever is earlier, there remains within the Premises any property belonging to the Tenant said property shall be deemed to have been abandoned by the Tenant, at which time the Landlord may remove said property and dispose of said property in any manner as it deems fit, without any liability whatsoever. - - - - In the event that the Premises are not surrendered at the end of the Lease term, Tenant shall indemnify Landlord against loss or liability resulting from Tenant's delay in surrendering the Premises thereafter until said Premises are surrendered.",Holdover Indemnification,Surrender of Premises -"Remedies. Company reserves all remedies available at law or equity for any disputes that arise under this Agreement. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys’ fees if the federal or state court renders judgment substantially in Company’s favor.",Legal Remedies and Fees,Applicability and Enforcement Rights -"(iii) If Tenant timely disputes Landlord’s Determination and if the final determination of the Fair Market Minimum Annual Rent shall not be made on or before the first day of the subject Renewal Term then, pending such final determination, Tenant shall pay, as Rent for the subject Renewal Term, an amount equal to Landlord’s Determination. If, based upon the final determination of the Fair Market Minimum Annual Rent, the Rent payments made by Tenant for such portion of the subject Renewal Term were (i) less than they should have been, then Tenant shall pay to Landlord the amount of such deficiency within ten (10) business days after demand therefor, or (ii) greater than they should have been, then Landlord shall credit the amount of such excess against installments of Rent next coming due.",Fair Market Rent Determination,Rent Adjustment -"Provided this Lease is in full force and effect, Tenant may peaceably and quietly enjoy the Premises without hindrance by Landlord or any Person lawfully claiming through or under Landlord.",Quiet Enjoyment,Enjoyment of Premises -"Insurance Company will maintain during the entire Term of this Agreement, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII authorized to do business in the jurisdictions where the Company services are to be performed. - - (a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Client. - - (b) Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. - - (c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client. - - (d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.",Company Insurance Coverage,Insurance Coverage Details -"• means included in applicable Covered Property Limit of Insurance - - Deluxe property coverage form - additional coverages & coverage extensions - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Non-Owned Detached Trailers - - $25,000 - - Ordinance or Law Coverage - - $250,000 - - $1,000,000 - - Outdoor Property - - $25,000 - - Any one tree, shrub or plant - - $2,500 - - Outside Signs - - At all described premises - - $100,000 - - At all undescribed premises - - $5,000 - - Personal Effects - - $25,000 - - Personal Property At Premises Outside of the Coverage Territory - - $50,000 - - Personal Property In Transit Outside of the Coverage Territory - - $25,000 - - Pollutant Cleanup and Removal – Annual Aggregate - - $100,000 - - Preservation of Property - - Expenses to move and temporarily store property - - $250,000 - - Direct loss or damage to moved property - - Included* - - Reward Coverage - - 25% of covered loss up to a maximum of: - - $25,000 - - Stored Water - - $25,000 - - Theft Damage to Rented Property - - Included* - - Undamaged Parts of Stock in Process - - $50,000 - - Valuable Papers and Records – Cost of Research - - At all described premises - - $50,000 - - In transit or at all undescribed premises - - $25,000 - - Water or Other Substance Loss – Tear Out and Replacement Expense - - Included*",Property Coverage Limits,Property Coverage Limits -"Complete Agreement. This agreement (together with the Master Agreement, the Product-specific exhibits hereto, and the other documents referred to herein, all of which are hereby incorporated herein by reference) contains the entire agreement between the Parties and supersedes all prior or contemporaneous discussions, negotiations, representations, warranties, or agreements relating to the subject matter of this agreement. CRD and CP agree to comply with the obligations of confidentiality set forth in Article III, Section E of the Master Agreement. No changes to this agreement shall be made or be binding on either Party unless made in writing and signed by both Parties.",Entire Agreement,Complete Agreement -"(a) Workers’ Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Client. - - (b) Business Automobile Liability covering all vehicles that Company owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. - - (c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client. - - (d) Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage and Computer Security and Privacy Liability coverage) with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (e) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate. - - (f) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Client as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Client.",Professional Liability Insurance,Coverage Options -1. Women of child bearing potential must test negative for pregnancy prior to initiation of treatment as indicated by a negative serum pregnancy test at the screening visit followed by a negative urine pregnancy test within 24 hours prior to exposure in Period 1.,Pregnancy Testing Requirement,Pregnancy Testing Requirements -"Tenant agrees that all signs, awnings, protective gates, security devices and other installations visible from the exterior of the Premises shall be subject to Landlord's prior written approval, shall be subject to the prior approval of the Landmarks Preservation Commission of the City of New York, if required, and shall not interfere with or block either of the adjacent stores, provided, however, that Landlord shall not unreasonably withhold consent for signs that Tenant desires to install. Tenant agrees that any permitted signs, awnings, protective gates, security devices, and other installations shall be installed at Tenant’s sole cost and expense professionally prepared and dignified and subject to Landlord's prior written approval, which shall not be unreasonably withheld, delayed or conditioned, and subject to such reasonable rules and restrictions as Landlord from time to time may impose. Tenant shall submit to Landlord drawings of the proposed signs and other installations, showing the size, color, illumination and general appearance thereof, together with a statement of the manner in which the same are to be affixed to the Premises. Tenant shall not commence the installation of the proposed signs and other installations unless and until Landlord shall have approved the same in writing. . Tenant shall not install any neon sign. The aforesaid signs shall be used solely for the purpose of identifying Tenant's business. No changes shall be made in the signs and other installations without first obtaining Landlord's prior written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant shall, at its own cost and expense, obtain and exhibit to Landlord such permits or certificates of approval as Tenant may be required to obtain from any and all City, State and other authorities having jurisdiction covering the erection, installation, maintenance or use of said signs or other installations, and Tenant shall maintain the said signs and other installations together with any appurtenances thereto in good order and",Signage Approval Required,Signage and Signage Requirements -"Tenant shall pay all costs, expenses, fines, penalties, or damages that may be imposed on Landlord or Tenant by reason of Tenant's failure to comply with the provisions of this Article and, at Tenant's sole cost and expense, shall indemnify, defend, and hold Landlord harmless of and from any claim, damages, judgment, cost and/or expense (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Landlord by reason of such noncompliance.",Tenant Indemnification,Indemnification -"Tenant shall indemnify, hold harmless and defend Landlord, its affiliates, managing agents, subsidiaries, directors, officers, employees and agents from and against any and all liabilities, claims, demands, damages, costs, expenses (including reasonable attorneys’ fees), suits, judgments whether actual or alleged, including such for bodily injury or wrongful death to any person (including tenant employees and invitees) and property damage to any property (subject to the waiver of subrogation provisions of this lease), (i) occurring in the Demised Premises; (ii) arising from the acts or omissions of the Tenant, its subtenants, its employees, invitees, contractors or agents to the extent constituting negligence; (iii) arising from any breach of this lease or misconduct by any of the foregoing. Upon notification by the Landlord of an indemnifiable event, Tenant at its own expense shall arrange for Landlord’s defense (at Landlord’s option) and confirm indemnification; or (iv) arising from any failure of Tenant to comply in all respects with any Requirements or the ADA. These indemnification provisions are to continue after lease expiration and are not limited by the amount of available insurance in place.",Indemnification,Tenant Indemnification -"71. Additional Rent - Sprinkler - - - - Tenant shall pay to Landlord, as additional rent, $75.00 per month on the first day of each and every month commencing with the Commencement Date, for the term of this Lease, for sprinkler service.",Additional Rent for Sprinkler Services,Additional Rent - Sprinkler -"EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.",Disclaimer of Warranties,No Warranty -"Place a load on any floor in the Demised Premises, exceeding the floor load per square foot which such floor was designed to carry, or install, operate or maintain therein any heavy item of equipment except in such manner as to achieve a proper distribution of the weight; or",Excessive Floor Loads,Permitted Use -HOLD altace (ACEI) that is most likely the cause of angioedema,Treatment Plan,Medication Use Eligibility -"10. LIENS. - - 10.1 No Lien Notice. The interest of Landlord in the Premises shall not be subject in any way to any liens, including construction liens, for Alterations made by or on behalf of Tenant. This exculpation is made with express reference to Section",Lien Waiver,No Lien Exculpation -"DR, BLDG 2, HOUSTON, TX, 77082",Address,Houston Address -"Landlord shall give notice specifying the changes, alterations or repairs to be made at Tenant’s sole expense. If such changes, alterations or repairs are not completed or repairs are not being diligently made within thirty days of such notice as specified by Landlord, Landlord may, at its sole discretion, either (i) cure such condition and thereafter add the cost and expenses incurred by Landlord therefor as Additional Rent to the next monthly installment of Fixed Rent to become due; or (ii) treat such failure to eliminate noise and vibration as a material default hereunder.",Noise and Vibration Remediation,No Changes without Consent -"o 4/5 strength in right deltoid, biceps, triceps, hip flexor, quadriceps, anterior tibialis, gastrocnemius. 5/5 strength in left. Grip strength equal bilaterally. Normal tone and bulk bilaterally.",Muscle Strength Assessment,Neurological Exam Findings -"Compliance with Laws. Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection.",Compliance with Laws,Compliance with Laws -"LIMITS OF - - REVISED LIMITS - - INSURANCE, COVERAGE - - OF INSURANCE, - - PERIOD OR COVERAGE - - COVERAGE PERIOD OR - - RADIUS - - COVERAGE RADIUS - - Business Income from Dependent Property - - At Premises Within the Coverage Territory - - $100,000 - - At Premises Outside of the Coverage Territory - - $100,000 - - Civil Authority - - Coverage Period - - 30 days - - Coverage Radius - - 100 miles - - Claim Data Expense - - $25,000 - - Contract Penalties - - $25,000 - - Extended Business Income - - Coverage Period - - 180 days - - Fungus, Wet Rot or Dry Rot – Amended Period of Restoration - - Coverage Period - - 30 days - - Green Building Alternatives – Increased Period of Restoration - - Coverage Period - - 30 days - - Ingress or Egress - - $25,000 - - Coverage Radius - - 1 mile - - Newly Acquired Locations - - $500,000 - - Ordinance or Law - Increased Period of Restoration - - $250,000 - - Pollutant Cleanup and Removal – Annual Aggregate - - $25,000 - - Transit Business Income - - $25,000 - - Undescribed Premises - - $25,000",Business Income Limits,Business Income and Coverage Limits -Fluticasone (Flovent) 2 puff bid - corticosteroid to treat airways in asthma/copd xoperex 1.25mg and Ipratropium 2.5 ml nebulized qam - anticholinergic to treat airways,Asthma/COPD Medications,Medication Use Eligibility Criteria -"All notices, bills, statements, demands, requests or other communication given, required or permitted to be given hereunder shall be sent by registered or certified mail, return receipt requested, or by nationally recognized overnight courier) addressed as follows or to such other address as either Landlord or Tenant may designate as its new address for such purpose by notice given to the others in accordance with the provisions of this Article 60. Such notice shall be deemed given when received.",Notices,Notices -AMNDT COMMON POLICY COND-PROHIBITED COVG,Policy Amendment,Product Quantity Limits -"ARTICLE 1 - - Section 1.1 Subject to the terms and provisions hereof, Shipper agrees to tender to Carrier an indeterminable number of Shipments (hereinafter defined) during the term of this Agreement, but not less than three - - (3) per year, and Carrier agrees to provide Suitable Equipment (hereinafter defined) to transport said Shipments, provided the booking procedures set forth in Section 1.4 herein are followed and Carrier agrees to transport such - - shipments in accordance with the terms and conditions stated herein. - - Section 1.2 A Shipment shall consist of a full trailer load of Commodities. Suitable Equipment means (i) a refrigerated trailer that is at least 55 feet long and 102 inches wide, that will haul a minimum of 50000 pounds gross weight of product, with each said trailer being clean, insect and rodent free, odor free, water tight and uncontaminated by prior use, not ever having been used for transportation or storage of toxic chemicals of any kind, including, without limitation, insecticides, rodenticides, and/or hazardous materials, substances or chemicals, unless otherwise agreed upon in writing by waiver of specified materials executed by Shipper’s Sr. Vice President of Quality Control and Vice President of Risk Management, at Shipper’s sole discretion, prior to Shipment; and (ii) a tractor power unit with sufficient power for towing the trailer, in good operating condition and repair, and with a driver experienced in handling the transportation of Commodities with such a rig and trailer and with a good driving - - record. - - Section 1.3 Carrier shall furnish to Shipper a copy of the United States Department of Transportation General Motor Carrier Safety Administration Form MCS-150, Form MCS-90, and Form BMC-91X filed by Carrier as well - - as subsequent updates for the duration of the business relationship. - - Section 1.4 When Shipper desires Carrier to transport a Shipment, Shipper will notify Carrier by e- mail, Electronic Data Interchange (EDI), verbally and/or by facsimile, specifying the load, the destination, and the date by which the load must reach the destination. Carrier will either accept or reject the opportunity to transport the Shipment by return e-mail, EDI, and/or facsimile to the Shipper in Section 13.4. If Carrier accepts, Carrier will be bound by the terms of this Agreement with respect to each such Shipment. If Carrier rejects, the rejected load will be - - considered as an allocated load to the Carrier in accordance with Shipper obligations to award Carrier primary - - coverage of said lane. - - Section 1.5 Time is of the essence in Carrier’s performance of its obligations hereunder, and Carrier agrees to provide timely communication relative to load tenders and to transport all Shipments with prompt and reasonable dispatch in accordance with scheduled delivery dates set by Shipper and its customers, as communicated to Carrier as set forth in Section 1.4 herein, subject, however, to compliance by Carrier with applicable laws and - - regulations and to conditions beyond Carrier’s control. - - ARTICLE 2 - - Compensation - - Section 2.1 Carrier shall be compensated for each Shipment in accordance with the rates set forth on IBIDTransport.com, a web-based rate management system, or based on the delivery destination of the cargo, the total number of tons of cargo hauled by Carrier and the agreed upon rate as contained in the applicable purchase order. The fees paid to Carrier shall be no more favorable than the fees paid by Shipper to any other third party carrier. User name and password will be issued by Ilens Logistics Group at the request of Sandy’s Express. Carrier agrees that “P. C. Miler v.14” shortest miles option shall be utilized as the basis for computing the mileage from the point of origination of a shipment to the point of destination of a Shipment. Any deviation from this aforementioned method must be approved in advance in writing by Shipper. - - Section 2.2 Carrier represents and warrants that, during the term of this Agreement, the rates agreed upon hereunder as may be modified in accordance with the terms hereof from time to time, together with all charges, surcharges, rebates, discounts, incentives and allowances agreed upon by the parties (collectively, “Pricing Terms”), offered to Sandy’s Express under this Agreement, are and will remain as favorable as, or better than the Pricing Terms offered by Carrier to any other shipper shipping similar products in like quantities. In the event that Carrier at any time agrees, in writing or otherwise, to Pricing Terms with another shipper that are in any way more favorable than the Pricing Terms agreed to with Sandy’s Express, Carrier shall promptly notify Sandy’s Express in writing and offer such terms to Sandy’s Express. In the event Sandy’s Express accepts such modified terms, the parties shall promptly prepare and execute an amendment to this Agreement reflecting such revised terms. Carrier (or its applicable subsidiary) shall annually on the anniversary of this Agreement, certify to Sandy’s Express that Carrier - - remains in compliance with this provision. - - Section 2.3 At the time the Shipment is fully delivered, an invoice covering that Shipment will be generated by Carrier and delivered to Shipper, in accordance with the rates Carrier places in IBID, or based on the delivery destination of the cargo, the total number of tons of cargo hauled by Carrier and the agreed upon rate as contained in the applicable purchase order. The invoice will be due and payable thirty (30) days from the date of receipt of the invoice, provided that on or before said date Shipper has received from Carrier (i) duly executed receipt(s) from whom delivery was made concerning the applicable invoice, and (ii) such other supporting materials as Shipper may reasonably require. - - Section 2.4 Carrier shall maintain complete and accurate records of each Shipment and all transactions under - - this Agreement, including all supporting documentation and proof of delivery, and in a manner consistent with generally acceptable accounting procedures. Within two (2) days notice by Shipper, Carrier shall provide Shipper and/or its representatives with access to and the right to examine all records involving any transaction related to the Agreement. Such right shall be for the period covered by this Agreement and until the expiration of five (5) years - - after termination of this Agreement. - - ARTICLE 3 - - Payment of Rates and Charges - - Section 3.1 Within thirty (30) days after Shipper’s receipt of Carrier’s delivery receipt, Shipper shall pay Carrier the rates and charges applicable to the shipment of cargo. In exchange for Shipper’s guarantee of prompt payment, (i) agrees not to contact Shipper’s customers, consignors, consignees or any party other than Shipper - - concerning payment for transportation services; and, (ii) agrees to indemnify, defend, and hold Shipper, its customers, consignors, and consignees harmless from any claim or demand made by any subcontractor of Carrier or other party for payment for transportation services related to a shipment of cargo tendered under this Agreement. - - Section 3.2 Any claim for overpayment or underpayment for transportation services provided pursuant to this Agreement shall be presented by the party asserting the claim to the other party within sixty (60) days of discovery of the claim, but in no event will any such claim(s) be asserted more than one hundred eighty - - (180) days after the delivery of the shipment or shipments giving rise to any such claim. Claims shall be supported by appropriate documentation showing the amount of the overcharge or the undercharge, as the case may be. The - - Parties shall pay, deny, or make a firm compromise offer within forty-five (45) days of receiving a claim. - - Section 3.3 Carrier will pay all licenses, fees, taxes, fuel tax payments, road tax, equipment use fees or taxes, equipment license fees, driver’s license fees, tolls and any other fees and fines that may be assessed on its - - equipment or its operations. - - ARTICLE 4 - - Term - - Section 4.1 - - This Agreement shall be continuously in effect beginning as of the Effective Date, unless - - terminated as herein provided. - - Section 4.2 - - Either party may terminate this Agreement for any reason by giving the other party at least thirty - - (30) days prior written notice. - - ARTICLE 5 - - Acceptance of Commodities, Risk of Loss and Claims - - Section 5.1 Carrier, by accepting Shipper’s Commoditie",Acceptance of Commodities,Shipment and Suitable Equipment Definition -"Deluxe property coverage form - additional coverages & coverage extensions - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Non-Owned Detached Trailers - - $25,000 - - Ordinance or Law Coverage - - $250,000 - - $1,000,000 - - Outdoor Property - - $25,000 - - Any one tree, shrub or plant - - $2,500 - - Outside Signs - - At all described premises - - $100,000 - - At all undescribed premises - - $5,000 - - Personal Effects - - $25,000 - - Personal Property At Premises Outside of the Coverage Territory - - $50,000 - - Personal Property In Transit Outside of the Coverage Territory - - $25,000 - - Pollutant Cleanup and Removal – Annual Aggregate - - $100,000 - - Preservation of Property - - Expenses to move and temporarily store property - - $250,000 - - Direct loss or damage to moved property - - Included* - - Reward Coverage - - 25% of covered loss up to a maximum of: - - $25,000 - - Stored Water - - $25,000 - - Theft Damage to Rented Property - - Included* - - Undamaged Parts of Stock in Process - - $50,000 - - Valuable Papers and Records – Cost of Research - - At all described premises - - $50,000 - - In transit or at all undescribed premises - - $25,000 - - Water or Other Substance Loss – Tear Out and Replacement Expense - - Included*",Deluxe Property Coverage Limits,Coverage Options -"Pilot Information - - Certificate: - - Age: - - Airplane Rating(s): - - Seat Occupied: - - Other Aircraft Rating(s): - - Restraint Used: - - Instrument Rating(s): - - Second Pilot Present: - - Instructor Rating(s): - - Toxicology Performed: - - Medical Certification: - - Last FAA Medical Exam: - - Occupational Pilot: - - Last Flight Review or Equivalent: - - Flight Time:",Pilot Certifications & Experience,Pilot Information -"""Base Year"" shall mean the twelve month period ending on June 30, 2022.",Base Year Definition,Base Year Definition -"(n) any games of chance or gambling, in any form (including, but not limited to horse racing, such as an OTB parlor, but excluding the sale of lottery tickets that are sponsored by federal, state, county or local authorities);",Games of Chance,Games of Chance -"Tenant, and/or Tenant's employees may not smoke in any part of the Building, including but not limited to the Premises, bathrooms, fire escapes and hallways of the Building. Furthermore, Tenant and/or its employees may not smoke in front of the entrance of the Building. Landlord has the right to involve the NYC Fire Department and/or any other agencies of the City of New York if Tenant and/or its employees, and/or invitees are found to have been smoking in or around the Premises. A violation of this Article shall be material default under this Lease. - - - -43. Basement Space - - - - Subject to the terms and conditions contained elsewhere in this Lease, Tenant may use the area of the basement of the building, shown in Exhibit A annexed hereto, solely for purposes of allowed under the existing Temporary Certificate of Occupancy annexed as Exhibit Band for no other purpose.Landlord represents that basement area shown on Exhibit A is “eating and drinking establishment.” - - - - Subject to the terms and conditions contained elsewhere in this Lease, Tenant’s use of the basement shall not, in any way, block Landlord's use of same, or interfere with any machinery or equipment in the basement. Tenant agrees that its use of the basement shall be in accordance with reasonable rules and regulations to be established by Landlord. - - - - Tenant shall permit access through the Premises to the basement space for the Landlord and representatives of Con Edison and other utility or service providers as reasonably required during business hours and with 24 hour notice, where reasonably possible, to Tenant for any access other than meter reading. - - - - Tenant shall not block or place any obstructions in front of and/or within three feet of the building’s electric panel, meters, and shut-off switches. - - - - - -44. Signs And Exterior Appearance - - - - Tenant agrees that all signs, awnings, protective gates, security devices and other installations visible from the exterior of the Premises shall be subject to Landlord's prior written approval, shall be subject to the prior approval of the Landmarks Preservation Commission of the City of New York, if required, and shall not interfere with or block either of the adjacent stores, provided, however, that Landlord shall not unreasonably withhold consent for signs that Tenant desires to install. Tenant agrees that any permitted signs, awnings, protective gates, security devices, and other installations shall be installed at Tenant’s sole cost and expense professionally prepared and dignified and subject to Landlord's prior written approval, which shall not be unreasonably withheld, delayed or conditioned, and subject to such reasonable rules and restrictions as Landlord from time to time may impose. Tenant shall submit to Landlord drawings of the proposed signs and other installations, showing the size, color, illumination and general appearance thereof, together with a statement of the manner in which the same are to be affixed to the Premises. Tenant shall not commence the installation of the proposed signs and other installations unless and until Landlord shall have approved the same in writing. . Tenant shall not install any neon sign. The aforesaid signs shall be used solely for the purpose of identifying Tenant's business. No changes shall be made in the signs and other installations without first obtaining Landlord's prior written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant shall, at its own cost and expense, obtain and exhibit to Landlord such permits or certificates of approval as Tenant may be required to obtain from any and all City, State and other authorities having jurisdiction covering the erection, installation, maintenance or use of said signs or other installations, and Tenant shall maintain the said signs and other installations together with any appurtenances thereto in good order and - - - - - - condition and to the satisfaction of the Landlord and in accordance with any and all orders, regulations, requirements and rules of any public authorities having jurisdiction thereover. Landlord consents to Tenant’s Initial Signage described in annexed Exhibit D. - - - - Upon the expiration or termination of the term of this Lease, the Tenant shall remove all signs and other installations installed by Tenant, if any, at its sole cost and expense and shall, at its sole cost and expense, repair any damage to the Building caused by the installation or removal of any such signs or other installations and restore the Building to a satisfactory condition to make it as if no sign or other installations had been placed thereon. In the event that the Tenant violates any of the provisions of this Article, the Landlord may remove the subject items without any liability to the Tenant and may charge the Tenant all of the Landlord’s costs and expenses incurred in connection with the removal and disposal of such items, and the repair of the part of the Building to which such items were attached. - - - - In order to maintain the highest standards of appearance, character and dignity for the Building, no paper or other signs shall be placed on the windows or exterior of the Premises or shall be placed in the Premises so that they can be seen from the outside of the Premises unless the same are tastefully and professionally prepared and approved by Landlord. - - - -45. Condition Of Premises/Landlord’s Work - - - - Landlord shall at all times and at Landlord’s expense, maintain a certificate of occupancy (permanent or temporary), permitting Tenant’s Use of the Premises. Subject to the foregoing, Landlord represents the existing Temporary Certificate of Occupancy covering the premises is annexed as Exhibit - - C. Tenant has examined and inspected the Premises. Tenant agrees to accept possession of the Premises ""AS IS"", except as expressly provided herein, Landlord shall not be responsible for making any improvements, alterations, or repairs therein or for spending any other money to prepare the Premises for Tenant's occupancy, except as expressly provided herein. Neither Landlord nor any employee or agent of Landlord have made any representation or promise with respect to the Premises except as expressly set forth herein. Landlord shall deliver the Premises on the Commencement Date free and clear of any Hazardous Materials (defined in paragraph 42 of the Lease) and without any construction liens that would materially interfere with, delay or prevent Tenant’s Initial Alterations. On or before the Commencement Date, Landlord shall deliver the ACP-5 Certificate. - - - -46. Work To Be Performed and Water Charges - - - - Landlord shall perform no work to prepare the Premises for the Tenant’s occupancy, except that Landlord shall deliver the Premises free of any hazardous materials and with no outstanding construction liens or violations. - - - - Tenant shall maintain the submeter to register Tenant’s water consumption at Tenant’s sole cost and expense in good working order and repair, and Tenant shall pay for water consumed as shown on said water meter (“Base Water Charge”), plus Tenant’s Share of the cost of having the water meter read by a water meter reading company, within five (5) days of delivery by Landlord of a bill therefor. Tenant shall pay Tenant’s Share of sewer rent charges and assessments, if any, for the premises within five (5) days of delivery by Landlord of a bill therefor, which shall be additional rent. - - - - If not already existing, Tenant shall install a backflow prevention device that is approved by the City Department of Environmental Protection (DEP) to prevent contaminated water or chemicals from flowing back into the public drinking supply, and in connection with such installation, Tenant shall comply with all provisions set forth elsewhere in this Lease. Tenant shall pay to Landlord as additional rent annually during the term of this Lease Tenant’s Share of Landlord’s costs and expenses for maintenance, inspection, certifications, testing and to comply with all other requirements of DEP with regard the backflow prevention device servicing its Premises. Such additional rent shall be paid within twenty (20) days after demand thereof by the Landlord and shall be collectible as additional rent. Bills for same submitted by Landlord shall be conclusive evidence of the amount of such costs and expenses and shall be used for the calculation of the amounts to be paid by the Tenant. - - - - - -47. Alterations and Additions - - - - Except as provided herein, Tenant shall not be entitled to make any structural alterations of or additions to the Premises or any alterations, additions or changes whatsoever to the exterior of the Premises without the prior written consent of Landlord in each instance, which consent Landlord may withhold or condition unreasonably or for any reason or for no reason; and, except as provided herein , and excepting purely cosmetic changes or additions up to an amount of $20,000, Tenant shall not be entitled to make any non-structural alterations of or additions to the Premises without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, delayed or conditioned. (Any alterations to the Premises made by Tenant shall hereinafter be referred to as ""Tenant's Alterations""). - - - - In granting its consent to any Tenant's Alterations as defined in this Article, Landlord may impose such reasonable conditions (including completion, payment, restoration and if Tenant's Alterations are reasonably expected to cost in excess of $25,000, a requirement that Tenant either post a bond to insure the completion of and payment for Tenant's Alterations or furnish Landlord with other financial security reasonably satisfactory to Landlord to assure Landlord that Tenant’s Alterations will be completed lien free) as Landlord may reasonably require. In no event shall Landlord be required to consent to any Tenant's Alterations which wou",Allowed Use of Facility,Basement Space -"4. Hours of Operation - - - -5. - -Travel. If the Deliverable will be completed according to a fixed price SOW and travel is required, then Client must sign the Agreement and SOW and pay required Deposit at least 30 days prior to proposed travel. If the Agreement and SOW are not signed and Deposit is not received at least 30 days prior to proposed travel, Company reserves the right to amend the SOW estimate solely with regard to travel and lodging expenses so that the SOW estimate reflects actual costs incurred by Company.",Travel Requirements,Travel and Lodging -"Tenant shall execute, acknowledge and deliver to Landlord, promptly upon request, but not more often than annually, a certificate provided by Landlord stating: (a) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and identifying the modifications); (b) the commencement and expiration dates of the term of this Lease; (c) the dates through which fixed rent and additional rent have been paid; (d) whether or not there is any existing default by Landlord or Tenant with respect to which a notice of default has been delivered, and if there is any such default, specifying the nature and extent thereof; (e) that this Lease is subordinate to any existing or future mortgage placed by Landlord on the Building; and (f) whether or not there are any setoffs, defenses or counterclaims against the enforcement of any of the agreements, terms, covenants or conditions of this Lease to be paid, complied with or performed by Tenant. Any such certificate may be relied upon by Landlord and any mortgagee, purchaser or other person with whom Landlord may deal.",Tenant Certificate of Compliance,Certificate and Authorization -"Investigator In Charge (IIC): - - David C Bowling - - Additional Participating Persons: - - Karsten Severin; German BFU - - Investigation Docket: - - NTSB accident and incident dockets serve as permanent archival information for the NTSB’s investigations. Dockets released prior to June 1, 2009 are publicly available from the NTSB’s Record Management Division at pubinq@ntsb.gov, or at 800-877-6799. Dockets released after this date are available at http://dms.ntsb.gov/pubdms/.",NTSB Investigation Details,InvestigationDocket -"Up to 36 patients may be enrolled to ensure that at least 30 patients will complete the study. Thirty completing patients will provide greater than 95% power to demonstrate a 2-fold increase in the serum insulin lispro AUC(0- 30min) between LY900014 and Humalog when both are given immediately before meals. - - Statistical Analysis: - - Primary statistical analyses of PK and GD parameters will be conducted on the set of patients who complete all treatment periods. Supportive analyses may be done on the key parameters for the patients who complete at least the first period of treatment. Safety analyses will be conducted on the set of patients receiving at least 1 dose of the study drug to which they are randomized, regardless of whether or not they completed all protocol requirements. - - Unless otherwise noted, all tests of treatment effects will be conducted at a 2-sided alpha level of 0.05, and confidence intervals (CIs) will be calculated at 95%, 2-sided.",Study Design & Analysis,Statistical Analysis Plan -"The invalidity or unenforceability of any provision of this lease shall in no way affect the validity or enforceability of any of the other provisions contained in this lease. Landlord and Tenant understand, agree and acknowledge that this lease has been freely negotiated by both parties and that, in the event of any controversy, dispute, or contest over the meaning, interpretation, validity or enforceability of this lease or any of its terms and conditions, there shall be no inference, presumption or conclusion drawn whatsoever against either party by virtue of that party having drafted this lease or any portion hereof.",No Presumption of Drafting,Unenforceability -"49. Intentionally Omitted - - - - 50. Licenses and Permits - - - - - - Tenant agrees to secure and maintain as its sole responsibility and, at its own expense, all licenses and permits from Federal, State, and local authorities as may be necessary for the conduct of Tenant's business, and shall comply with all applicable laws, rules and regulations. Landlord does not represent that any license or permit, which may be required will be granted or, if granted, will continue in effect or be renewed. Tenant's obligations under this Lease shall in no way be affected by Tenant's inability to secure or maintain any license or permit. Landlord will cooperate with Tenant in obtaining any such licenses or permits.",Licenses and Permits Obligation,License and Permit Requirements -"Location: - - Jagel, Germany - - Accident Number: - - DEN08WA037 - - Date & Time: - - 11/28/2007, 1800 UTC - - Registration: - - N141CD - - Aircraft: - - Cirrus Design Corp. SR-20 - - Aircraft Damage: - - Substantial - - Defining Event: - - Injuries: - - 1 Fatal - - Flight Conducted Under: - - Part 91: General Aviation - Ferry",Location Details,Accident Details -"• If no deductible is shown, the Deductible that otherwise applies to loss under the Deluxe Property Coverage Form shall apply. Employee Benefit Plans, if any, included as Insured under the Employee Theft Crime Additional Benefit Coverage: - - PROTECTIVE SAFEGUARDS DX T3 41 - - LOCATION - - DESCRIPTION - - SYMBOL - - 2TX 002 002 HOUSTON - - P-1 - - 2TX 003 003 HOUSTON - - P-1 - - 2TX 005 007 HOUSTON - - P-1 - - 2TX 007 010 HOUSTON - - P-1 - - 2TX 008 011 HOUSTON - - P-1 - - 2TX 013 019 SPRING - - P-1 - - Deductibles: By Earthquake - - PERCENTAGE - - OCCURENCE - - 01. in any one occurrence, at the following Building(s) numbered: - - 002-019 - - $50,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises loca ions. - - By Flood - - OCCURENCE - - 01. At each of the following Building(s) numbered: - - 007-013,018 - - in any one occurrence - - $100,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations. - - 02. At each of the following Building(s) numbered: - - 002-006,014-015 - - in any one occurrence - - $50,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations. - - 03. At each of the following Building(s) numbered: - - 016-017,019 - - in any one occurrence - - $25,000 - - As respects Business Income Coverage a 72 hour deductible applies at all premises locations.",Employee Benefit Plans Coverage,Building and Earthquake Coverage -"(v) Suffer, allow or permit any offensive or obnoxious vibration, noise, odor or other undesirable effect to emanate from the Demised Premises, or any machine or other installation therein, or otherwise suffer, allow or permit the same to constitute a nuisance (it shall be the Tenant's obligation to install insulation and/or sound deadening devices as necessary to prevent any such vibration, noise, odor or other undesirable effect).",No Nuisance,No Nuisance -"In consideration for the granting of the license of the Software and Related Materials to Licensee, Licensee hereby agrees to pay to Licensor a license fee in the amount of $30,000 (the ‘Initial License Fee’) upon delivery of the Software to Licensee. Licensee shall also pay to Licensor all sales, excise and other taxes thereon and upon any other amounts payable by Licensee to Licensor pursuant to this Agreement.",License Fee,License Fee -"Tenant agrees to secure and maintain as its sole responsibility and, at its own expense, all licenses and permits from Federal, State, and local authorities as may be necessary for the conduct of Tenant's business, and shall comply with all applicable laws, rules and regulations. Landlord does not represent that any license or permit, which may be required will be granted or, if granted, will continue in effect or be renewed. Tenant's obligations under this Lease shall in no way be affected by Tenant's inability to secure or maintain any license or permit. Landlord will cooperate with Tenant in obtaining any such licenses or permits.",License and Permit Requirements,License and Permit Requirements -"12.10 No Presumption. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provisions of this Agreement.",Interpretation of Agreement,Interpretation of Agreement -"On the day of , October in the year 2021, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me, on the basis of satisfactory evidence, to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument.",Notarization Acknowledgement,Execution Requirements -"Personal Property at Undescribed Premises - - LIMITS OF INSURANCE - - At any “exhibition” premises - - Not Covered - - At any installation premises or temporary storage premises - - Not Covered - - At any other not owned, leased or regularly operated premises - - $25,000 - - Personal Property in Transit - - $25,000",Personal Property Limits,Insurance Limits -"Tenant shall have the right, to be exercised as hereinafter provided, to extend the term of this lease for one (1) period of five (5) years ( “Renewal Term”) upon the following terms and conditions: - - - - (a) that at the time of the exercise of each such right and at the commencement of the Renewal Term, Tenant shall not be in default beyond the applicable notice and cure period provided in this lease; - - - - - - - - (b) that Tenant shall notify Landlord in writing that Tenant intends to exercise such option no later than the date that is twelve (12) months prior to the Expiration Date; and - - - - - - - -(c) that the Renewal Term shall be upon the same terms, covenants and conditions as in this lease provided, except that (i) there shall be no further option to extend this lease beyond the Renewal Term referred to above; (ii) the Demised Premises shall be delivered in its then “as is” condition; and (iii) the Rent to be paid by Tenant during the Renewal Term shall be as follows: The Rent for the first year of the subject Renewal Term shall be equal to the greater of (A) ninety-five (95%) percent of the Fair Market Minimum Annual Rent (as hereinafter defined), but in no event higher than one hundred ten (110%) percent of the Rent payable during the Lease Year immediately preceding the first day of the Renewal Term, and (B) one hundred three (103%) percent of the Rent payable during the Lease Year immediately preceding the first day of the Renewal Term. Thereafter, the Rent for each year of the Renewal Term shall be increased by three (3%) percent of the Rent payable for the prior year of the Renewal Term. As used herein, the term “Fair Market Minimum Annual Rent” shall mean the rate then being received by landlords when entering into new leases for comparable size space in comparable buildings for a comparable term in the vicinity of the Building.",Renewal Option,Termination and Renewal Options -"It is the agent’s or broker’s responsibility to comply with any applicable laws regarding disclosure to the policyholder of commission or other compensation we pay, if any, in connection with this policy or program. - - * Commission percentage displayed does not apply to any North Carolina Reinsurance Facility loss recoupment surcharge amounts included in the liability premium of the Commercial Auto Policy, if applicable.",Commission Disclosure,Applicability of Commission and Surcharge -"Automobile - - Policy Number - - BA-001 - - Effective - - 05/29/2021 – 05/29/2022 - - Insuring Company - - THE INSURANCEA INDEMNITY COMPANY OF AMERICA - - Umbrella - - Policy Number - - CUP-001 - - Policy Term - - 05/29/2021 – 05/29/2022 - - Insuring Company - - INSURANCEA PROPERTY CASUALTY COMPANY OF AMERICA - - Locations schedule",Automobile and Umbrella Insurance,Automobile Coverage Details -"All deliveries to the Premises, and the removal of garbage, waste and refuse shall be subject to Rules and Regulations to be reasonably established by the Landlord, in its reasonable judgment and discretion, with due regard to the character and operation of the Building. All deliveries to the Premises, and the removal of garbage, waste and refuse shall be through the front door of the Premises and/or the side door; no such deliveries or removal shall be made through the entrance to the residential portion of the Building, if any. - - - - Tenant, at Tenant's sole cost and expense, shall be responsible for the removal and disposal of all of garbage, waste, and refuse from the Premises on a daily basis. Tenant shall cause all garbage, waste and refuse to be stored within the Premises until thirty (30) minutes before closing, except that Tenant shall be permitted, to the extent permitted by law, to place garbage outside the Premises after the time specified in the immediately preceding sentence for pick up prior to 6:00 A.M. next following. Garbage shall be placed at the edge of the sidewalk in front of the Premises at the location furthest from the main entrance to the Building or such other location in front of the Building as may be specified by Landlord. - - - - Tenant, at its sole cost and expense, agrees to use all reasonable diligence in accordance with the best prevailing methods for the prevention and extermination of vermin, rats, and mice, mold, - - - - - - fungus, allergens, bacteria and all other similar conditions in the Premises. Tenant, at Tenant's expense, shall cause the Premises to be exterminated from time to time to the reasonable satisfaction of Landlord and shall employ licensed exterminating companies. Landlord shall not be responsible for any cleaning, waste removal, janitorial, or similar services for the Premises, and Tenant shall not be entitled to seek any abatement, setoff or credit from the Landlord in the event any conditions described in this Article are found to exist in the Premises.",Garbage Removal and Disposal,Garbage Removal -"AGGREGATE LIMITS OF - - INSURANCE",Aggregate Insurance Limits,Insurance Coverage Details -" Mother: alive and well - -  Father died in late 60s of cancer, unknown type - -  Otherwise FHx unknown, no relationship with rest of family",Family History,Menopausal Status Requirements -"are investigative site personnel directly affiliated with this study and their immediate families. Immediate family is defined as a spouse, biological or legal guardian, child, or sibling.",Definition of Immediate Family,Study Participant Credentials -"Tenant shall indemnify and hold Landlord harmless from and against any and all bills for labor performed or equipment, fixtures and materials furnished to or for Tenant, and from and against any and all liens or claims therefor or against the Premises or the Building of which it forms a part, and from and against any and all liability, claim, loss, damage or expense, including reasonable attorneys' fees, in - - - - - - connection with any work performed by or for Tenant. The Premises and the Building shall at all times be free of liens for labor and materials supplied or claimed to have been supplied to or on behalf of Tenant, and no financing statements or other security instruments shall be filed against the Premises or the Building or the contents thereof. This shall not preclude the filing on Tenant’s equipment.",Tenant Indemnification,Indemnification -"Upon the date of the expiration of the Lease term or earlier termination of this Lease, a proportionate share of the additional rent payable under this Article 41 for the Escalation Year during which such expiration or termination occurs shall immediately become due and payable by Tenant to Landlord. Said proportionate share shall be based on the length of time that the term of this Lease shall be within such Escalation Year. Promptly after such expiration or termination, Landlord shall compute the additional rent due from Tenant, as aforesaid, which computation shall be an estimate based upon the most recent annual statements theretofore furnished by Landlord to Tenant. Upon written request by Tenant, Landlord shall cause a final statement showing the computation of the actual additional rent due from Tenant for that Escalation Year to be prepared and furnished to Tenant, whereupon any appropriate adjustments of",Proportionate Additional Rent,Escalation and Escalation Year -"(c) Tenant agrees promptly to cause the installation, if not already in existence, of an Ansul Restaurant Hood and Duct Fire Control System, or equal, at Tenant's sole cost, all as approved by the Board of Fire Underwriters and municipal authorities having jurisdiction thereover, and to maintain the same throughout the term of this Lease. - - - - - - Tenant, at its sole cost and expense, shall maintain and make all necessary repairs to, and any necessary replacement of, any grease trap and drain in the Premises; and Tenant, at its sole cost and expense, shall at all times keep any grease trap and drain in the Premises clean and free from blockages and backups. - - - - Tenant, at its sole cost and expense, shall install and maintain fire extinguishers and other fire protection devices as may be required from time to time, by any Requirements.",Fire Protection and Grease Trap Maintenance,Building Fire Protection Requirements -"• means included in applicable Covered Property Limit of Insurance - - Deluxe property coverage form - additional coverages & coverage extensions - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Non-Owned Detached Trailers - - $25,000 - - Ordinance or Law Coverage - - $250,000 - - $1,000,000 - - Outdoor Property - - $25,000 - - Any one tree, shrub or plant - - $2,500 - - Outside Signs - - At all described premises - - $100,000 - - At all undescribed premises - - $5,000 - - Personal Effects - - $25,000 - - Personal Property At Premises Outside of the Coverage Territory - - $50,000 - - Personal Property In Transit Outside of the Coverage Territory - - $25,000 - - Pollutant Cleanup and Removal – Annual Aggregate - - $100,000 - - Preservation of Property - - Expenses to move and temporarily store property - - $250,000 - - Direct loss or damage to moved property - - Included* - - Reward Coverage - - 25% of covered loss up to a maximum of: - - $25,000 - - Stored Water - - $25,000 - - Theft Damage to Rented Property - - Included* - - Undamaged Parts of Stock in Process - - $50,000 - - Valuable Papers and Records – Cost of Research - - At all described premises - - $50,000 - - In transit or at all undescribed premises - - $25,000 - - Water or Other Substance Loss – Tear Out and Replacement Expense - - Included* - - • means included in applicable Covered Property Limit of Insurance",Property Coverage Limits,Property Coverage Limits -"Tenant covenants that Tenant shall use and occupy the Premises solely as a first class high quality café, coffee shop, and restaurant with full table service for all day breakfast, lunch and dinner and other uses incidental thereto, including the sale of liquor with the required license, and for no other purpose unless approved in writing by Landlord at all times. Tenant shall not have the right to operate its business in the Premises except between the hours of 7:00 A.M. through 2:00 A.M. - - - - Tenant shall not knowingly use or occupy or permit the Premises to be used or occupied, nor do or permit anything to be done in or on the Premises, in any manner which in any way will violate any rules and regulations of governmental authorities, any certificate of occupancy affecting the Premises, or make void or voidable any insurance then in force with respect to the Premises. In the event that any governmental authority shall contend or declare by notice of violation or order, or otherwise, that the Premises are being used in a manner in violation of any law, rule or regulation or in violation of any certificate of occupancy, Tenant, within ten days after written notice shall discontinue such use of the Premises, and failure to discontinue such use shall constitute a material default by Tenant hereunder. The statement in this Lease of the nature of Tenant's business shall not be deemed or construed to constitute a representation or warranty by Landlord that such business may be conducted in the Premises or is lawful or permissible under any certificate of occupancy issued for the building. - - - - Tenant shall as its sole responsibility, and at Tenant's sole cost and expense, take all action, including making any required alterations necessary to comply with all Requirements (including, but not limited to, applicable terms of the Americans With Disabilities Act of 1990 (the ""ADA""), as modified and supplemented from time to time, which shall impose any violation, order or duty upon Landlord or Tenant arising from, or in connection with, the Premises, Tenant's occupancy, use or manner of use of the Premises (including, without limitation, any occupancy, use or manner of use that constitutes a ""place of public accommodation"" under the ADA), or any installations in the Premises, or required by reason of a breach of any of Tenant's covenants or agreements under this Lease, whether or not such Requirements shall now be in effect or hereafter enacted or issued, and whether or not any work required shall be ordinary or extraordinary or foreseen or unforeseen at the date hereof. - - - - - - Tenant covenants and agrees that Tenant shall, as its sole responsibility, and at Tenant's sole cost and expense, comply at all times with all Requirements governing the use, generation, storage, treatment and/or disposal of any ""Hazardous Materials"" (as defined below), the presence of which results from or in connection with the act or omission of Tenant or Persons Within Tenant's Control or the breach of this Lease by Tenant or Persons Within Tenant's Control. The term Hazardous Materials shall mean any biologically or chemically active or other toxic or hazardous wastes, pollutants or substances, including, without limitation, asbestos, PCBs, petroleum products and by-products, substances defined or listed as ""hazardous substances"" or ""toxic substances"" or similarly identified in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., and as hazardous wastes under the Resource Conservation and Recovery Act, 42 U.S.C. 6010 et seq., any chemical substance or mixture regulated under the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. 2601, et seq., any ""toxic pollutant"" under the Clean Water Act, 33 U.S.C. §466 et seq., as amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. 7401 et seq., hazardous materials identified in or pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. §1802, et seq., and any hazardous or toxic substances or pollutant regulated under any other Requirements. Tenant shall agree to execute, from time to time, at Landlord's request, affidavits, representations and the like concerning Tenant's best knowledge and belief regarding the presence of Hazardous Materials in, on, under or about the demised Premises or the Building. Tenant shall indemnify and hold harmless all Indemnitees from and against any loss, cost, damage, liability or expense (including attorneys' fees and disbursements) arising by reason of any clean up, removal, remediation, detoxification action or any other activity required or recommended of any Indemnities by any Governmental Authority by reason of the presence in or about the Building or the demised Premises of any Hazardous Materials, as a result of or in connection with the act or omission of Tenant or Persons within Tenant's Control or the breach of this Lease by Tenant or Persons within Tenant's Control. The foregoing covenants and indemnity shall survive the expiration or any termination of this Lease. - - - - If Tenant shall receive notice of any violation of, or defaults under, any Requirements, liens or other encumbrances applicable to the Premises, Tenant shall give prompt notice thereof to Landlord. - - - - Tenant shall, as its sole responsibility, and at Tenant's sole cost and expense, make application for, diligently seek the issuance of, and promptly procure and thereafter maintain, any necessary licenses and permits required in respect of the operation and use of the Premises and Tenant's use thereof and Tenant shall cause all such licenses and permits to remain in full force and effect throughout the term of this Lease or until no longer required and submit same for inspection by Landlord, and at all times comply with the terms and conditions of each such license or permit. Landlord shall cooperate with Tenant’s applications for such licenses or permits. - - - - Tenant, at Tenant's sole cost and expense and after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any Requirement affecting the Premises provided that: (a) neither Landlord nor any Indemnities shall be subject to criminal penalties, nor shall the Building or any part thereof be subject to being condemned or vacated, nor shall the certificate of occupancy for the Premises or the Building be suspended or threatened to be suspended, by reason of non-compliance or by reason of such contest; (b) before the commencement of such contest, if Landlord or any Indemnities may be subject to any civil fines or penalties or if Landlord may be liable to any third party as a result of such non-compliance, then Tenant, shall furnish to Landlord either (i) a bond of a surety company satisfactory to Landlord, in form and substance reasonably satisfactory to Landlord, and in an amount at least equal to Landlord's estimate of the sum of (A) the cost of such compliance, (B) the penalties or fines that may accrue by reason of such non-compliance (as reasonably estimated by Landlord) and (C) the amount of such liability to independent third parties, and shall indemnify Landlord (and any Indemnities) against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance; or (ii) other security satisfactory in all respects to Landlord; (c) such non-compliance or contest shall not constitute or result in a violation (either with the giving of notice or the passage of time or both) of the terms of any mortgage or superior Lease affecting the Building, or if such superior Lease or mortgage conditions such non- compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be - - - - - - taken or such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status at such proceedings. - - - - For the purposes of this Article, and elsewhere in this Lease, (i) the term ""Persons Within Tenant's Control"" shall mean and include Tenant, all of Tenant's respective principals, officers, agents, contractors, servants, employees, licensees and invitees; (ii) the term ""Requirements"" shall mean all present and future laws, ordinances, requirements, orders, directives, rules and regulations of federal, state, county and city governments and of all other governmental authorities having or claiming jurisdiction over the Real Property relating solely to the Premises; (iii) the term ""Indemnitees"" shall mean Landlord, its trustees, partners, shareholders, officers, directors, employees, agents and contractors and the managing agent, if any (and the partners, shareholders, officers, directors and employees and contractors of such managing agent), of Landlord; and (v) the term ""Governmental Authority"" shall mean The United States of America, the City and State of New York, the County of New York, any political subdivision thereof and any agency, department, commission, board, bureau or instrumentality of any of the foregoing, now existing or hereafter created, having jurisdiction over the Building, the Real Property, or any portion thereof. - - - - Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future Requirements regarding the collection, sorting, separation, and recycling of waste products, garbage, refuse and trash. Tenant shall sort and separate such waste products, garbage, refuse and trash into such categories as provided by law. Each separately sorted category of waste products, garbage, refuse and trash shall be placed in separate receptacles reasonably approved by Landlord and/or the Controlling Governmental agency(ies). Such separate receptacles may, at Landlord's option, be removed from the demised Premises in accordance with a collection schedule prescribed by law. - - - - Tenant shall pay all costs, expense",Tenant Covenants for Premises Use,Use of Premises -This lease shall not be recorded. No memorandum of this lease shall be recorded without the express written consent of Landlord.,No Recording Consent,No Recording -Operating Certificate(s) Held:,Operating Certificates Held,Operating Certificate(s) Held -"The term of this Lease shall commence on October 15, 2018 ( the Commencement Date”) and shall end, unless sooner terminated as hereinafter provided, on the la s t day of th e ca l e n d a r mo n t h in w h ic h t h e d a y f o llo w in g t h e t e n ( 1 0 ) year anniversary of the Re n t Commencement Date (as defined in Article 40 of this Lease) occurs (the ""Expiration Date"") (from the Commencement Date to the Expiration Date being the ""Initial Term"", as may be extended pursuant to and in accordance with Section 72 hereof. - - - -41. Escalations - - - - Tenant shall pay, during the term of this Lease, the additional rent provided for in this Article 41. As used herein, the following terms shall have the meanings set forth below: - - - - “Taxes” shall mean the total of all real estate taxes and assessments and special assessments imposed, payable and paid upon the Premises described as the land and building in which the Premises are located including, without limitation, vault taxes, rents or charges, imposed by any Governmental Authority, of which the demised Premises forms a part. If at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes, assessments, levies, impositions of charges now levied, assessed or imposed on the real estate and the improvements thereon, there shall be levied, assessed or imposed (i) a tax, assessment, levy imposition or charge wholly or partially as capital levy or otherwise on the rents received therefrom, or (ii) a tax assessment levy upon the Building, Land Improvements or the Premises and imposed upon Landlord, or (iii) a license fee measured by the rents payable, or the part thereof so measured or based shall be deemed to be included within the term ""Taxes"" for the purposes hereof. - - - - ""Escalation Year"" shall mean each twelve month period or portion thereof, ending on June 30, occurring within the term of this Lease. - - - - ""Base Year"" shall mean the twelve month period ending on June 30, 2022. - - - - ""Base Year Taxes"" shall mean the Taxes for the Base Year. - - - - The ""building"" shall mean the land and the building of which the demised Premises forms a part. ""Tenant's Share"" shall mean 35%. - - Tenant shall pay to Landlord, as additional rent, an amount equal to Tenant's Share of the amount by which Taxes for any Escalation Year during the term of this Lease exceed the Base Year Taxes. - - - - Landlord shall submit to Tenant a statement setting forth the computation of the amount of such excess Taxes and Tenant's Share of each thereof including copies of applicable tax bills. Tenant shall pay Tenant's Share of such excess amount of Taxes within ten days after the rendition of such statement which shall separately calculate Tenant’s Share, however, the payment of Tenant's Share shall not be due earlier than 10 days before the corresponding Taxes are due to the taxing authority. - - - - In no event shall the annual fixed rent under this Lease be reduced by virtue of this Article - - 41. The computations under this Article 41 are intended to constitute a formula for an agreed rental escalation and do not necessarily constitute an actual reimbursement to Landlord for costs or expenses paid by Landlord with respect to the building. - - - - - - Upon the date of the expiration of the Lease term or earlier termination of this Lease, a proportionate share of the additional rent payable under this Article 41 for the Escalation Year during which such expiration or termination occurs shall immediately become due and payable by Tenant to Landlord. Said proportionate share shall be based on the length of time that the term of this Lease shall be within such Escalation Year. Promptly after such expiration or termination, Landlord shall compute the additional rent due from Tenant, as aforesaid, which computation shall be an estimate based upon the most recent annual statements theretofore furnished by Landlord to Tenant. Upon written request by Tenant, Landlord shall cause a final statement showing the computation of the actual additional rent due from Tenant for that Escalation Year to be prepared and furnished to Tenant, whereupon any appropriate adjustments of - - - - - - amount owed to Landlord shall be made. The obligations of Tenant to pay additional rent as provided for herein shall survive the expiration of the Lease term or earlier termination of this Lease. If Tenant continues in possession of the Premises after the expiration of the Lease term or earlier termination of this Lease, as a month to month tenant or otherwise, the provisions of this Article 41 shall continue in full force and effect for so long as Tenant remains in possession of the Premises. - - - - The additional rent provided for herein shall be collectible by Landlord in the same manner as the regular installments of fixed rent due under this Lease. Notwithstanding anything set forth elsewhere in this Article or elsewhere in this Lease, no delay or failure by Landlord in preparing or delivering any statement or demand for any additional rent, including but not limited to the statements and/or demands provided for in this Article, shall constitute a waiver of, or impair Landlord's rights to collect, such additional rent. - - - - The billing statements provided by Landlord for the charges due pursuant to this Article 41 shall constitute a final determination as between Landlord and Tenant of the additional rent for the periods represented thereby, unless Tenant within thirty days after they have been furnished shall give a written notice to Landlord that Tenant disputes their accuracy or appropriateness, which written notice shall specify the particular respects in which the statement is inaccurate or inappropriate. Pending the resolution of such dispute, Tenant shall pay the additional rent to Landlord in accordance with the statements furnished by Landlord. - - - - In addition to Taxes as set forth above, Tenant shall pay within ten (10) days after invoice therefor,including copies of applicable bill, an amount equal to Tenant's Share of the amount by which any charges imposed by any Business Improvement District on the Premises or any Escalation Year during the term of this Lease exceed Business Improvement District Charges in the Base Year.",Rent Escalations,Rent Escalations -"Landlord shall have no obligation to furnish to Tenant or the Premises air conditioning. Any air conditioning unit and equipment located in or servicing the Premises (the ""Air Conditioning System"") on the date the term of this Lease shall commence may be utilized by Tenant provided that Landlord shall have no obligation with respect thereto and that Tenant shall accept the same in its ""AS IS"" condition. Tenant shall, at its sole cost and expense (a) maintain and promptly make all repairs and replacements, structural or otherwise, ordinary and extraordinary, to all components of the Air Conditioning System, (b) maintain throughout the term of the lease a full service contract covering the Air Conditioning System with Henick-Lane Service Corp. or any other company of reasonably equivalent quality and reputation, (c) pay all permit fees and other costs associated with any Air Conditioning System, and (d) deliver to Landlord a copy of said full service contract within five business days of demand by Landlord. Tenant shall not be released or excused from the performance of any of its obligations under this Lease for any failure or for interruption or curtailment of any Air Conditioning System, for any reason whatsoever, and no such failure, interruption, or curtailment shall constitute a constructive or partial eviction. - - - -69. Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws.",Tenant-Maintained Air Conditioning,Air Conditioning -"Medical assessment includes medical review and targeted examination, and as appropriate review of concomitant medication, patient diary and MMTT exclusion criteria (see Section 6.2.1)",Medical Assessment,Medical Assessment -"The foregoing provisions of this Article shall not be construed or interpreted to enhance or enlarge the uses for which the Premises may be used, which uses are strictly limited to those specifically set forth in this Lease.",Limitation of Use,No Landlord Obligation -"If the performance of any part of this agreement by either Party shall be affected for any length of time by fire or other casualty, government restrictions, war, riots, strikes or labor disputes, lock out, transportation delays, acts of God, or any other causes which are beyond the control of the Parties, such Party shall not be responsible for delay or failure of performance of this agreement for such length of time, provided, however, that the obligation of one Party to pay amounts due to any other Party shall not be subject to the provisions of this section",Force Majeure,No Liability for Fire or Casualty -"“unsatisfactory” safety rating, or if any equipment is known to be or reported as defective or which is not in compliance with the applicable Federal, State, Provincial or Territorial statute or regulation pertaining to vehicle or - - highway safety and Shipper will suspend all service with Carrier and this Agreement shall be terminated.",Safety Rating Termination,Safety Requirements -"(a) Whether or not the proposed assignment or sublease is finalized, Tenant shall pay Landlord the minimum sum of $750.00 to reimburse Landlord for the administrative costs of review and processing of Tenant’s proposed assignment or sublease, in each instance; and if, in connection therewith, Landlord incurs expenses in excess of said $750.00 amount, including but not limited to reasonable expenses for attorneys’ fees and disbursements, architectural fees, engineering or other professional fees, then Tenant shall pay Landlord the amount of such excess fees as additional rent within ten (10) days of Landlord’s submission to Tenant of bills for same. Upon submission to Landlord of Tenant’s request for consent to an assignment or sublease, Tenant shall deliver to Landlord a bank check payable to Landlord in the sum of $3,500.00 (“Application Costs Prepayment”) which shall be applied to Landlord’s legal fees and other costs incurred in connection with Landlord’s review and processing of Tenant’s request for - - - - - - - - - - consent to such assignment or sublease. In the event that Landlord’s costs in this regard are less than such Application Costs Prepayment, Landlord will refund to Tenant the difference between Landlord’s costs incurred and the amount of the Application Costs Prepayment. - - - - - - (b) In the event that this Lease is assigned or the Premises are sublet (except for any assignment or subletting which does not result in a change of beneficial ownership of this Lease, of in connection with an Assignment to an affiliate, successor or to a coporation intio which Tenant is merged or consolidated, or to an entity to which substantially all of the assets of Tenant are transferred), it shall be a condition of such assignment or subletting that Tenant shall deposit or arrange for the deposit with Landlord as security hereunder an additional amount equal to two (2) months fixed rent at the rate then in effect for the first assignment or subletting and an additional (2) months fixed rent at the rate then in effect for each and every subsequent assignment or subletting.",Application Costs Prepayment,Assignment and Subleasing -"In no event shall Tenant be entitled to assign this Lease or to sublet all or any portion of the Premises to: any tenant or occupant of any other space in the Building, or to any affiliate (within the meaning of Rule 144 adopted pursuant to the Securities Act of 1933) of any tenant or occupant of other space in the Building; any person or entity who has dealt with Landlord or Landlord's agents, directly or through a broker, with respect to space in the Building during the twelve months preceding the assignment or subletting; or any person or entity whose business or activities or intended use of the Premises is not in keeping with the standards of the Building. In no event shall Tenant be entitled to assign this Lease or sublet the Premises or any part thereof if there shall be any default by Tenant, beyond any applicable grace period, under any term, covenant or condition of this Lease.",No Assignment/Subletting Restrictions,No Assignment or Subletting -EXCESS OF LOSS LIMITATION APPLIES – See Causes of Loss – Broad Form Flood endorsement.,Excess of Loss Limitation,Building Coverage Details -"(a) Not to cause, create or permit any fumes, vapors, or odors or permit the same to escape from the demised Premises into any other portion of the Building or the outside of the Building; and - - - - - - - - (b) Not to constitute a public or private nuisance.",No Nuisance,No Fumes or Nuisance -"RESTAURANTS, TAV- ERNS, HOTELS, - - 58161 - - 422658 - - GROSS SALES - - 1.374 $ - - 581.00 INCLUDED",Gross Sales Tax,Restaurant and Hotel Sales -"Tenant represent and warrant that haves not dealt with any broker in connection with this Lease or the negotiation or execution thereof, except for JRL-NYC, LLC (""Brokers""). Landlord will pay the brokerage commission to the Brokers in connection with this Lease pursuant to separate agreement. Tenant shall indemnify and hold Landlord harmless from and against any claims, damage, liability, or expense, including attorneys' fees, pertaining to any other broker with whom Tenant has dealt, including any payment due to Retail Worx Brokerage.",No Brokerage,No Brokerage -Sulfa drugs - rash Cipro - rash Benadryl – causes mild dystonic reaction,Drug Reactions,Sulfa Drugs and Rash -"If the Deliverable will be completed according to a fixed price SOW and travel is required, then Client must sign the Agreement and SOW and pay required Deposit at least 30 days prior to proposed travel. If the Agreement and SOW are not signed and Deposit is not received at least 30 days prior to proposed travel, Company reserves the right to amend the SOW estimate solely with regard to travel and lodging expenses so that the SOW estimate reflects actual costs incurred by Company. - - [Signature Page Follows] - - Accepted and agreed to as of the SOW Effective Date by the authorized representative of each party. - - Quick, Inc. - - Digital Memories Corporation, Inc. - - Signature: - - Signature: - - acelin - - \Z. p-— - - Print Name: Aziz Khan - - Print Title: COO - - Date: 06/01/2021 - - Email: aziz.khan@quick.com - - Print Name: Morris Minor - - Print Title: CEO - - Date: 06/01/2021 - - Email: morris@digitalmemex.com",Signature Page,Execution Date -"In consideration of the foregoing, the parties agree as follows: - -1. Confidential Information. For purposes of this Agreement, “Confidential Information” means any information or materials disclosed by one party to the other party that: (i) if disclosed in writing or in the form of tangible materials, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary. - - - -2. Obligations and Restrictions. Each party agrees: (i) to maintain the other party's Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third party; and (iii) not to use such Confidential Information for any purpose except for the Purpose. Each party may disclose the other party’s Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose and for no other purpose; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other party’s Confidential Information as those set forth in this Agreement. - - - -3. Exceptions. The obligations and restrictions in Section 2 will not apply to any information or materials that: - - - -(i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the receiving party; - - - -(ii) were rightfully known by the receiving party prior to receiving such information or materials from the disclosing party; - - - -(iii) are rightfully acquired by the receiving party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the disclosing party; - - - - - -4. Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a party from disclosing the other party’s Confidential Information to the extent required by any order, subpoena, law, statute or regulation; provided, that the party required to make such a disclosure uses reasonable efforts to give the other party reasonable advance notice of such required disclosure in order to enable the other party to prevent or limit such disclosure. - - - -5. Return of Confidential Information. Upon the completion or abandonment of the Purpose, and in any event upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies), and any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form thereof) prepared by or on behalf of the receiving party that contain or are based upon the disclosing party’s Confidential Information. - - - -6. No Obligations. Each party retains the right to determine whether to disclose any Confidential Information to the other party. - - - -7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”. - - - -8. Term. This Agreement will remain in effect for a period of seven (7) years from the date of last disclosure of Confidential Information by either party, at which time it will terminate. - - - -9. Equitable Relief. Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information may cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise. - - - -10. Non-compete. To the maximum extent permitted by applicable law, during the Term of this Agreement and for a period of one (1) year thereafter, Caleb Divine may not market software products or do business that directly or indirectly competes with Docugami software products. - - - -11. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the State of Washington, excluding its body of law controlling conflict of laws. This Agreement is the complete and exclusive understanding and agreement between the parties regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision of this Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s prior written consent, and any attempted assignment without such consent will be void. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.",Confidentiality Obligations,Confidentiality Obligations -"This SOW is an attachment to, and is incorporated by this reference into the Agreement as if fully set forth therein and made a part thereof. This SOW, together with the Agreement, represents the complete and total understanding of the parties regarding the Services to be provided by Company hereunder. - -1. Services Period. Unless otherwise terminated earlier in accordance with the terms of the Agreement, the Services will end upon the completion of the Services by Company, which in no event shall be later than February 15, 2022, and payment by client. - -2. Fees. The Services outlined in this SOW reflect the initial understanding of Client’s desired Deliverable and Company reserves the right to alter the manner in which Services are provided if Company determines different services are necessary to complete the Deliverable. Company shall provide the following Services to the Client:",Services Period & Fees,Services Provided -"This lease may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. This lease may be executed by the exchange of electronically-transmitted signatures which shall be binding on the parties hereto with the same force and effect as original signatures.",Execution,Execution -"Move containers from spill area. Prevent entry into sewers, water",Cleanup Procedure,Containment & Cleanup -"Tenant shall operate its business in the Demised Premises with adequate equipment and trade fixtures for the conduct of Tenant’s business at the Demised Premises. Such equipment and trade fixtures, when initially installed, must be functional.",Operating Standards,Operating Standards -"LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Accounts Receivable: - - At all described premises - - $50,000 - - In transit or at all undescribed premises - - $25,000 - - Appurtenant Buildings and Structures - - $100,000 - - Claim Data Expense - - $25,000 - - Covered Leasehold Interest – Undamaged Improvements & Betterments - - Lesser of Your Business Personal Property limit or: - - $100,000 - - Debris Removal (additional amount) - - $250,000 - - Deferred Payments - - $25,000 - - Duplicate Electronic Data Processing Data and Media - - $50,000 - - Electronic Data Processing Data and Media - - At all described premises - - $50,000 - - Employee Tools - - In any one occurrence - - $25,000 - - Any one item - - $2,500 - - Expediting Expenses - - $25,000 - - Extra Expense - - $25,000 - - Fine Arts - - At all described premises - - $50,000 - - In transit - - $25,000 - - Fire Department Service Charge - - Included* - - Fire Protective Equipment Discharge - - Included* - - Green Building Alternatives – Increased Cost - - Percentage 1% - - Maximum amount – each building - - $100,000 - - Green Building Reengineering and Recertification Expense - - $25,000 - - Limited Coverage for Fungus, Wet Rot or - - Dry Rot – Annual Aggregate - - $25,000 - - Loss of Master Key - - $25,000 - - Newly Constructed or Acquired Property: - - Buildings - each - - $2,000,000 - - Personal Property at each premises - - $1,000,000",Property Insurance Limits,Insurance Limits and Payments -"52. Limited Liability - - - - Tenant agrees that, notwithstanding any other provision of this Lease, Landlord shall not be under any personal liability under this Lease and, if Landlord defaults hereunder, Tenant shall look solely to the interest of Landlord or its successor in the Premises for the satisfaction of any judgment or other judicial process requiring the payment of money by Landlord based upon any default hereunder, and no other assets of Landlord or any such successor shall be subject to levy, execution, or other enforcement procedure for the satisfaction of any such judgment or process. Upon any conveyance or transfer of the Building, the transferor shall be relieved from all liability hereunder. - - - - Landlord shall not be held liable for any injury to or death of any person or persons, or injury or damage to merchandise, goods, furniture, fixtures or other property, from theft or accident, or from steam, gas, electricity, water, rain which may seep into, issue or flow from the Building, unless same shall be due to Landlord's gross negligence or willful misconduct.",Limited Landlord Liability,Limited Liability -"Physical Examination: - - Vitals: Temp 35.9 Pulse 76 O2 98% RA RR 20 BP 159/111 - - General - NAD, sitting up in bed, well groomed and in nightgown Eyes - PERRLA, EOM intact ENT - Large swollen tounge and cheek on left side, tounge was large and obscured the view of the posterior oropharynx Neck - No noticeable or palpable swelling, redness or rash around throat or on face Lymph Nodes - No lymphadenopathy Cardiovascular - RRR no m/r/g, no JVD, no carotid bruits Lungs - Clear to auscltation, no use of acessory muscles, no crackles or wheezes. Skin - No rashes, skin warm and dry, no erythematous areas Breast - Psychiatry - - - Abdomen - Normal bowel sounds, abdomen soft and nontender Genito Urinary – Genital exam not performed since complaints not related. Rectal – Rectal exam not performed since no symptoms indicated blood loss. Extremeties - No edema, cyanosis or clubbing Musculo Skeletal - 5/5 strength, normal range of motion, no swollen or erythematous - - joints.",Vital Signs and Physical Exam,Neurological Exam Findings -"12.2 Intellectual Property. - - 12.2.1 Preexisting Intellectual Property. Except for rights expressly granted under this agreement, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement. - - 12.2.2 Independently Developed Intellectual Property. Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party. - - 12.3 Assignment Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required. - - 12.4 Force Majeure. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Client or Client employees, respectively). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.","Intellectual Property Ownership, Assignment Restriction",Assignment -"It is unlikely that the patient has edema caused by abscess or tonsillitis since she does not have any associated fever or other signs of infection and the sudden onset of her swelling also argues against this. It is not likely a foreign body since ENT did not find anything when they scoped her. - - It is unlikely that it is caused by a mast cell mediated etiologigy that increases vascular permeability through mast cell degranulation and release of inflammatory mediators include allergic angioedema, autoimmune mast cell release and direct mast cell release caused by medications such as opiates and radiocontrast media. It is not likely this type of reaction because these etiologies are associated with urticaria and pruritis, which the patient did not have. Also the patient did not have any exposure to a new pet, food, lotion or any other allergen or medication that could cause an allergic type reaction. The patient also does not have any history of autoimmune disease or any reaction similar to this in the past - - It is more likely that the etiology is kinin-related where angioedema results from generation of bradykinin and complement-derived mediators that increase vascular permeability since there is no urticaria or pruritis. The most likely cause is the Altace (ACEI) that the patient has been taking caused an increase in bradykinin since it decreases angiotensin 2 which degrades bradykinin. Bradykinin can then interact with vascular receptors increasing vasodilation, vascular permeability, increased cGMP and release of nitric oxide. This reaction occurs in .1-7% of patients treated with an ACEI and it typically involves the mouth, lips, tounge, larynx, pharynx and sublottic tissues. Half of these cases usually occur within a week of starting the ACEI but can occur years later. This is a class specific reaction not a drug specific and ARBs can cause the same reaction even though these drugs don’t effect the kinin metabolism. 50% of patients with angioedema due to an ARB also had an ACEI induced angioedema (Cicardi, M, Zingale, LC, Bergamschini L, Agostoni, A. Angioedema associated with agniotensin-converting enzyme inhibitor use: outcome after switching to a different treatment. Arch Intern Med 2004; 164:910). Deficiency of C1 inhibitor can cause angioedema since levels of complement are reduced and cause increased bradykinin. This can be due to lack of C1 INH or adequate amounts of nonfunctional C1 INH. Other causes of angioedema include aspirin and NSAIDs since inhibition of cox and enzyme pathyway increases formation of pro-inflammatory leukotrienes. - - Other possibilities in the differential of causes of swelling include cellulitis, autoimmune conditions including SLE, polymyositis, dermatomyositis and sjorgren’s syndrome. Hypothyroidism can cuase puffiness of face and lips, hyperthyroidism can cause an infiltrative dermopathy, superior vena cava syndrome and tumors can cause venous engorgement and swelling. It is not likely one of these etiologies since the patient is on an ACEI and the swelling is restricted only to her tongue and throat typical of ACEI angioedema.",Non-Infectious Swelling,Health Effects Explanation -"The above named parties desire to engage in discussions regarding a potential agreement or other transaction between the parties (the “Purpose”). In connection with such discussions, it may be necessary for the parties to disclose to each other certain confidential information or materials to enable them to evaluate whether to enter into such agreement or transaction.",Potential Agreement Discussions,Confidentiality and Disclosure Restrictions -"Upon execution of this Lease, Tenant has deposited with Landlord the sum of $78,000.00 in good funds as security for the full and faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease (the “Security”). If Tenant defaults in the performance or observance of any term, covenant or condition of this Lease, including without limitation the obligation of Tenant to pay any rent or other sum required hereunder, Landlord may use, after 10 days written notice to Tenant ,apply, or retain, without any application to any court or tribunal, the whole or any part of the Security so deposited to the extent required for the payment of any rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default, including without limitation any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. Such use, application, or retention by the Landlord shall be without prejudice to Landlord’s rights to seek any and all additional rent and/or damages that may have accrued. If Tenant shall fully and faithfully observe and perform all of the terms, covenants, and conditions of this Lease, the Security, shall be returned to Tenant after the end of the term of this Lease or at permissible early termination as provided herein and the delivery of possession of the demised Premises to Landlord. - - - - Landlord shall not be obligated to place the Security in an interest bearing account. The annual interest or amounts earned and received on such Security shall be retained by the Landlord and shall be deemed as additional rent. If the entire Security, or any portion thereof, be applied by Landlord, then Tenant will on Landlord's written demand remit to Landlord as Additional Rent hereunder within ten - - (10) days of such demand a sufficient sum in cash to restore said Security to the amount required as set forth in this Article. - - - - - - In the event of a sale, transfer or leasing of the Premises by Landlord, Landlord shall have the right to transfer the Security to the vendee, transferee or lessee, whereupon Landlord shall be deemed released by Tenant from all liability for the return of said Security, except that Landlord shall remain responsible for the Security Deposit paid hereunder, until such time as [a] a successor landlord or party in interest assumes in writing the obligations therefore and [2] Landlord provides notice of assignment to Tenant. In such event, Tenant agrees to look solely to such new Landlord for the return of said Security. This Article shall apply to every transfer or assignment of the Security to a new Landlord. Tenant shall not assign or encumber the Security, and Landlord shall not be bound by any such assignment and encumbrance. - - - - The Security being held pursuant to this Article shall at all times be an amount equal to - - - - - - three (3) times the monthly fixed rent then reserved under Article 40 of this Lease. On the first day of the month following each anniversary of the Rent Commencement Date of this Lease, Tenant shall pay to Landlord funds sufficient so that the un-applied Security held by Landlord shall at all times equal three times the monthly fixed rent then reserved under Article 40 of this Lease. - - - - If Landlord applies or retains all or any portion of the Security, Tenant shall pay to Landlord, within five (5) days of Landlord’s demand, as additional rent the amount so applied or retained, so that the un-applied Security shall be at all times no less than an amount equal to three times the monthly fixed rent then reserved under Article 40 of this Lease. - - - - Notwithstanding the foregoing, provided Tenant is not then in default of this Lease, on March 15, 2022, Landlord shall return $26,000 of the Security to the Tenant and the Security obligation shall be $52,000. In the event Tenant continues to comply with all of the terms and conditions of this Lease, and provided Tenant is not then in default of this Lease, on March 15, 2022, Landlord shall return - - $20,023.78 of the Security to the Tenant and the Security obligation shall be $31,976.72 and remain until the expiration or earlier termination of this Lease.",Security Deposit for Tenant Performance,Security Deposit -"COVERAGE EXTENSION: - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Spoilage - - $25,000 - - LIMITATIONS: - - LIMITS OF INSURANCE - - REVISED LIMITS OF INSURANCE - - Ammonia Contamination - - $25,000 - - Hazardous Substance - - $25,000",Spoilage and Contamination Coverage,Coverage Options -12.2.2 Independently Developed Intellectual Property. Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party.,Intellectual Property Ownership,Independently Developed Intellectual Property -"insurance shall be paid by Tenant to Landlord on demand. Landlord, in addition to Landlord's other rights, powers and remedies, shall be entitled to recover as damages for any breach of this Article the uninsured amount of any liability, claim, loss, damage or expense, including reasonable attorneys' fees, suffered or incurred by Landlord, and shall not be limited in the proof of damages which Landlord may claim against Tenant to the amount of the insurance premiums not paid or incurred by Tenant which would have been payable for such insurance.",Uninsured Liability Damages,Insurance Coverage Details -"At execution of this Lease, Tenant shall pay to Landlord by separate bank checks (i) the amount of $26,000.00 toward fixed rent for for the seventh month following the Commencement Date and - - (ii) the amount of $78,000.00 representing the security deposit.",Initial Payment,Security Deposit -ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”.,As-Is Confidentiality,As-Is Confidentiality -"Throughout the term of this Lease (except for holidays), Tenant shall conduct its business in the entire Premises with due diligence and without interruption during normal business, a failure of which shall constitute a material default under this Lease. - - - - Except as provided in the first paragraph of this Article, Tenant shall conduct and operate Tenant's business in the Premises without closing for more than 30 consecutive days during the term of this Lease, and the failure to do so shall constitute a material default by Tenant hereunder.",Continuous Business Operation,Continuous Business Operation -Fire Protective Equipment Discharge,Fire Protection Requirements,Fire Protection Requirements -"All of the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant in the Premises and all persons claiming by, through or under Tenant which, during the continuance of this Agreement or any occupancy of the Premises by Tenant shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be injured, destroyed, or damaged by fire, water or otherwise, or by the leakage or bursting of water pipes, steam pipes, or other pipes, or by theft or from any other cause, no part of said loss or damage is to be charged to or borne by Landlord, except for intentional acts or negligence of Landlord.",Fire and Casualty Damage,Fire and Casualty Damage -"(i) the sale or rental of video tapes of X-Rated, R-Rated, PG-Rated, Not-rated or any kind of movies or ""pornographic"" movies;",Prohibited Use,Pornographic Movies Restriction -"Pertinent Diagnostic Tests: - - Na 140 K 4.5 Cl 109 Co2 23 BUN 29 Cr 1.0 Ca 9.9 Mg 1.4 Phos 3.6 - - PTT 26.7 WBC 9.9 Hgb 10.0 Hct 30.3 Plt 373",Lab Test Results,Diagnostic Tests -"Tenant covenants and agrees that its use of electric current shall never exceed the capacity of the existing conductors, feeders, risers, wiring installations or other equipment servicing the Building. Tenant shall not alter or make any addition to the electrical equipment without the prior written consent of Landlord. Landlord shall not unreasonably withhold its consent to the installation of new risers and equipment if, in Landlord's opinion, they are reasonably necessary and do not cause permanent damage or injury to the demised Premises or Building or create a dangerous or hazardous condition or entail excessive or unreasonable alterations. If Landlord grants such consent, all additional risers and other equipment shall be provided by Tenant by licensed and insured electricians.",Electrical Equipment Alterations,Electricity and Equipment -"Tenant, at all times during the term of this Lease and at Tenant's expense, shall provide and keep in force with insurers reasonably approved by Landlord Commercial General Liability insurance against all claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Premises, such insurance (a) to be on an occurrence basis with a general aggregate of not less than",Commercial General Liability Insurance,Commercial General Liability Insurance