exv10w1






Exhibit 10.1









STANDARD SUBLEASE

MULTI TENANT

AIR COMMERCIAL REAL ESTATE ASSOCIATION




1. Basic Provisions (“Basic Provisions”).




     1.1 Parties: This Sublease (“Sublease”), dated for reference purposes only January 12, 2010,
is made by and between Telspace Communications, Inc., a California
corporation (“Sublessor”) and
Green Dot Corporation, a California corporation
(“Sublessee”), (collectively the “Parties”, or individually a “Party”).



     1.2(a) Premises: That certain portion of the Project (as defined below), known as Suite H (see Exhibit “A”)
consisting of approximately 7, 032 square feet (“Premises”). The Premises are located at: 602 East
Huntington Drive, in the City of Monrovia, County of Los Angeles, State of California, with zip code 91016 in addition to Sublessee’s rights to use
and occupy the Premises as hereinafter specified, Sublessee shall have nonexclusive rights to the
Common Areas (as defined below)
as hereinafter specified, but shall not have any rights to the roof, the exterior walls, or the
utility raceways of the building containing the
Premises (“Building”) or to any other buildings in the Project. The Premises, the Building, the
Common Areas, the land upon which
they are located, along with all other buildings and improvements thereon, are herein collectively
referred to as the “Project.”



     1.2(b) Parking: 25 unreserved and 0 reserved vehicle parking spaces.



     1.3
Term: One (1) years and ten (10) months commencing
March 1, 2010 (“Commencement Date”) and ending
December 31, 2011 (“Expiration Date”).



     1.4
Early Possession: If the Premises are available Sublessee may have non-exclusive possession of the Premises
commencing February 1, 2010 (“Early Possession Date”).



     1.5
Base Rent: $14,064.00 per month (“Base Rent”), payable on the first day of each month commencing March 1, 2010



þ If this box is checked, there are provisions in this Sublease for the Base Rent to be adjusted.




     1.6
Sublessee’s Share of Operating Expenses:
              
percent
(           %) (“Sublessee’s Share”). In the event that that size of the Premises and/or the Project are modified during the term of this
Lease, Lessor shall recalculate Lessee’s Share to reflect such modification.



     1.7 Base Rent and Other Monies Paid Upon Execution:



          (a)
Base Rent: $14,064.00 for the period first month’s rent



          (b)
Security Deposit: $14,064.00 (“Security Deposit”).



          (c) Other: $               for              



          (d) Total
Due Upon Execution of this Lease: $28,128.00



     1.8 Agreed Use: The Premises shall be used and occupied only for general office use.
and for no other purposes.



     1.9 Real Estate Brokers:



          (a) Representation:
The following real estate brokers ( the “Brokers”) and brokerage
relationships exist in this transaction (check applicable boxes):



o               
represents Sublessor exclusively (“Sublessor’s Broker”);




o               
represents Sublessee exclusively (“Sublessee’s Broker”); or




þ
Colliers International, Inc. represents both Sublessor and Sublessee
(“Dual Agency”).




          (b) Payment to Brokers: Upon execution and delivery of this Sublease by both Parties,
Sublessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no
such agreement, the sum of                or                % of the total Base Rent for the brokerage services rendered by the
Brokers).



     1.10 Guarantor. The obligations of the Sublessee under this Sublease shall be guaranteed
by               (“Guarantor”).



     1.11 Attachments. Attached hereto are the following, all of
which constitute a part of this Sublease:



þ an Addendum consisting of Paragraphs 13 through 14;




o a plot plan depicting the Premises and/or Project;




o a current set of the Rules and Regulations;




o a Work Letter;






			
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	 þ a copy of the Master Lease;
	 	 
	 o other (specify):
	 	 
	 

	 	 
	 
	 	 
	 
	 
	 	 
	 





2. Premises


     2.1 Letting. Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from
Sublessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and
conditions set forth in this Sublease. While the approximate square footage of the Premises may
have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated
herein is NOT tied to square footage and is not subject to adjustment should the actual size be
determined to be different. Note: Sublessee is advised to verify the actual size prior to executing
this Sublease.



     2.2 Condition. Sublessor shall deliver the Premises to Sublessee broom clean and free of
debris on the Commencement Date or the Early Possession Date,
whichever first occurs (“Start Date”), and warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating,
ventilating and air conditioning systems (“HVAC”), and any items which the Lessor is obligated to
construct pursuant to the Work Letter attached hereto, if any, other than those constructed by
Lessee, shall be in good operating condition on said date. If a noncompliance with such warranty
exists as of the Start Date, or if one of such systems or elements should malfunction or fail
within the appropriate warranty period, Sublessor shall, as Sublessor’s sole obligation with
respect to such matter, except as otherwise provided in this Sublease, promptly after receipt of
written notice from Sublessee setting forth with specificity the nature and extent of such
noncompliance, malfunction or failure, rectify same at Sublessor’s expense. The warranty periods
shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining
systems and other elements. If Sublessee does not give Sublessor the required notice within the
appropriate warranty period, correction of any such noncompliance, malfunction or failure shall be
the obligation of Sublessee at Sublessee’s sole cost and expense.



     2.3 Compliance. Sublessor warrants that any improvements, alterations or utility installations
made or installed by or on behalf of Sublessor to or on the Premises comply with all applicable
covenants or restrictions of record and applicable building codes, regulations and ordinances
(“Applicable Requirements”) in effect on the date that they were made or installed. Sublessor makes
no warranty as to the use to which Sublessee will put the Premises or to modifications which may be
required by the Americans with Disabilities Act or any similar laws as a result of Sublessee’s use.
NOTE: Sublessee is responsible for determining whether or not the zoning and other Applicable
Requirements are appropriate for Sublessee’s intended use, and acknowledges that past uses of the
Premises may no longer be allowed. If the Premises do not comply with said warranty, Sublessor
shall, except as otherwise provided, promptly after receipt of written notice from Sublessee
setting forth with specificity the nature and extent of such noncompliance, rectify the same.



     2.4 Acknowledgements. Sublessee acknowledges that: (a) it has been given an opportunity to
inspect and measure the Premises, (b) it has been advised by Sublessor and/or Brokers to satisfy
itself with respect to the condition of the Premises (including but not limited to the electrical,
HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable
Requirements and the Americans with Disabilities Act), and their suitability for Sublessee’s
intended use, (c) Sublessee has made such investigation as it deems necessary with reference to
such matters and assumes all responsibility therefor as the same relate to its occupancy of the
Premises, (d) it is not relying on any representation as to the size of the Premises made by
Brokers or Sublessor, (e) the square footage of the Premises was not material to Sublessee’s
decision to sublease the Premises and pay the Rent stated herein, and (f) neither Sublessor,
Sublessor’s agents, nor Brokers have made any oral or written representations or warranties with
respect to said matters other than as set forth in this Sublease. In addition, Sublessor
acknowledges that: (i) Brokers have made no representations, promises or warranties concerning
Sublessee’s ability to honor the Sublease or suitability to occupy the Premises, and (ii) it is
Sublessor’s sole responsibility to investigate the financial capability and/or suitability of all
proposed tenants.



     2.5 Americans with Disabilities Act. In the event that as a result of Sublessee’s use, or
intended use, of the Premises the Americans with Disabilities Act or any similar law requires
modifications or the construction or installation of improvements in or to the Premises, Building,
Project and/or Common Areas, the Parties agree that such modifications, construction or
improvements shall be made at: þ Sublessor’s expense o Sublessee’s expense.



     2.6 Vehicle Parking. Sublessee shall be entitled to use the number of Unreserved Parking
Spaces and Reserved Parking Spaces specified in Paragraph 1.2(b) on those portions of the Common
Areas designated from time to time for parking. Sublessee shall not use more parking spaces than
said number. Said parking spaces shall be used for parking by vehicles no larger than fullsize
passenger automobiles or pickup trucks, herein called “Permitted Size Vehicles.” Sublessor may
regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in
Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area
without the prior written permission of Sublessor.


          (a) Sublessee shall not permit or allow any vehicles that belong to or are controlled by
Sublessee or Sublessee’s employees, suppliers, shippers, customers, contractors or invitees to be
loaded, unloaded, or parked in areas other than those designated by Sublessor for such activities.




          (b) Sublessee shall not service or store any vehicles in the Common Areas.




          (c) If Sublessee permits or allows any of the prohibited activities described in this
Paragraph 2.6, then Sublessor shall have the right, without notice, in addition to such other
rights and remedies that it may have, to remove or tow away the vehicle involved and charge the
cost to Sublessee, which cost shall be immediately payable upon demand by Sublessor.




     2.7 Common Areas — Definition. The term
“Common Areas” is defined as all areas and facilities
outside the Premises and within the exterior boundary line of the Project and interior utility
raceways and installations within the Premises that are provided and designated by the Sublessor
from time to time for the general nonexclusive use of Sublessor. Sublessee and other tenants of the
Project and their respective employees, suppliers, shippers, customers, contractors and invitees,
including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways
and landscaped areas.



     2.8 Common Areas — Sublessee’s Rights. Sublessor grants to Sublessee, for the benefit of
Sublessee and its employees, suppliers, shippers, contractors, customers and invitees, during the
term of this Sublease, the nonexclusive right to use, in common with others entitled to such use,
the Common Areas as they exist from time to time, subject to any rights, powers, and privileges
reserved by Sublessor under the terms hereof or under the terms of any rules and regulations or
restrictions governing the use of the Project. Under no circumstances shall the right herein
granted to use the Common Areas be deemed to include the right to store any property, temporarily
or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written
consent of Sublessor or Sublessor’s designated agent, which consent may be revoked at any time. In
the event that any unauthorized storage shall occur then Sublessor shall have the right, without
notice, in addition to such other rights and remedies that it may have, to remove the property and
charge the cost to Sublessee, which cost shall be immediately payable upon demand by Sublessor.



     2.9 Common Areas — Rules and Regulations. Sublessor or such other person(s) as Sublessor may
appoint shall have the exclusive control and management of the Common Areas and shall have the
right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations
(“Rules and Regulations”) for the management, safety, care, and cleanliness of the grounds, the
parking and unloading of vehicles and the preservation of good order, as well as for the
convenience of other occupants or tenants of the Building and the Project and their invitees.
Sublessee agrees to abide by and conform to all such Rules and Regulations, and to cause its
employees, suppliers, shippers, customers, contractors and invitees to so abide and conform.
Sublessor shall not be responsible to Sublessee for the noncompliance with said Rules and
Regulations by other tenants of the Project.



     2.10 Common Areas — Changes. Sublessor shall have the right, in Sublessor’s sole discretion,
from time to time:


          (a) To make changes to the Common Areas, including, without limitation, changes in
the location, size, shape and number of driveways, entrances, parking spaces, parking areas,
loading and unloading areas, ingress, egress, direction of traffic,




	 
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landscaped areas, walkways and utility raceways;




          (b) To close temporarily any of the Common Areas for maintenance purposes so long as
reasonable access to the Premises remains available;




          (c) To add additional buildings and improvements to the Common Areas;




          (d) To use the Common Areas while engaged in making additional improvements, repairs or
alterations to the Project, or any portion thereof; and




          (e) To do and perform such other acts and make such other changes in, to or with respect to
the Common Areas and Project as Sublessor may, in the exercise of sound business judgment, deem to
be appropriate.




3. Possession.




     3.1 Early Possession. Any provision herein granting Sublessee Early Possession of the
Premises is subject to and conditioned upon the Premises being available for such possession prior
to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to
occupy the Premises. If Sublessee totally or partially occupies the Premises prior to the
Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early
Possession. All other terms of this Sublease (including but not limited to the obligations to pay
Sublessee’s Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums and
to maintain the Premises) shall, however, be in effect during such period. Any such Early
Possession shall not affect the Expiration Date.



     3.2 Delay In Commencement. Sublessor agrees to use its best commercially reasonable efforts
to deliver possession of the Premises by the Commencement Date. If, despite said efforts,
Sublessor is unable to deliver possession as agreed, the rights and obligations of Sublessor and
Sublessee shall be as set forth in Paragraph 3.3 of the Master Lease (as modified by Paragraph 6.3
of this Sublease).



     3.3 Sublessee Compliance. Sublessor shall not be required to tender possession of the
Premises to Sublessee until Sublessee complies with its obligation to provide evidence of
insurance. Pending delivery of such evidence, Sublessee shall be required to perform all of its
obligations under this Sublease from and after the Start Date, including the payment of Rent,
notwithstanding Sublessor’s election to withhold possession pending receipt of such evidence of
insurance. Further, if Sublessee is required to perform any other conditions prior to or
concurrent with the Start Date, the Start Date shall occur but Sublessor may elect to withhold
possession until such conditions are satisfied.



4. Rent and Other Charges.




     4.1 Rent Defined. All monetary obligations of Sublessee to Sublessor under the terms of this
Sublease (except for the Security Deposit) are deemed to be rent
(“Rent”). Rent shall be payable
in lawful money of the United States to Sublessor at the address stated herein or to such other
persons or at such other places as Sublessor may designate in writing.



     4.2 Common Area Operating Expenses. Sublessee shall pay to Sublessor during the term
hereof, in addition to the
Base Rent, Sublessee’s Share of all Common Area Operating Expenses, as hereinafter defined, during
each calendar year of the term of this Sublease, in accordance with the following provisions:



          (a) “Common Area Operating Expenses” are defined, for purposes of this Sublease, as those
costs incurred by Sublessor relating to the operation of the Project, which are included in the following list:




               (i) Costs related to the operation, repair and maintenance, in neat, clean, good order and
condition,
but not the replacement of the following:



                    (aa) The Common Areas and Common Area improvements, including parking areas, loading
and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas,
bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs,
and roof drainage systems. 



                    (bb) Exterior signs and any tenant directories.



                     (cc) Any fire sprinkler systems.



               
(ii) The cost of water, gas, electricity and telephone to
service the Common Areas and any
utilities not separately metered.



               (iii) The
cost of trash disposal, pest control services, property management, security
services, and the costs of any environmental inspections.



               (iv) Reserves set aside for maintenance and repair of Common Areas.



               (v} Real Property Taxes.



               (vi) Insurance premiums.



               (vii) Any
deductible portion of an insured loss concerning the Building or
the Common Areas.



           (b) The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(a)
shall not be deemed to impose an obligation upon Sublessor to either have said improvements or
facilities or to provide those services unless Sublessor already provides the services, or
Sublessor has agreed elsewhere in this Sublease to provide the same or some of them.




           (c) Sublessee’s Share of Common Area Operating Expenses is payable monthly on the same day as
the Base Rent is due hereunder. The amount of such payments shall be based on Sublessor’s estimate
of the Common Area Operating Expenses. Within 60 days after written request (but not more than once
each year) Sublessor shall deliver to Sublessee a reasonably detailed statement showing Sublessee’s
Share of the actual Common Area Operating Expenses incurred during the preceding year. If
Sublessee’s payments under this Paragraph 4.2(c) during the preceding year exceed Sublessee’s Share
as indicated on such statement, Sublessor shall credit the amount of such overpayment against
Sublessee’s Share of Common Area Operating Expenses next becoming due. If Sublessee’s payments
under this Paragraph 4.2(c) during the preceding year ware less than Sublessee’s Share as indicated
on such statement, Sublessee shall pay to Sublessor the amount of the deficiency within 10 days
after delivery by Sublessor to Sublessee of the statement.




     4.3
Utilities Sublessee shall pay for Sublessor, at Sublessor’s sole cost and expense, shall
provide all water, gas, heat, light, power, telephone, trash disposal and other utilities and
services supplied to the Premises, together with any taxes thereon.
Sublessor, at Sublessor’s sole
cost and expense, shall provide janitorial services to the Premises five times per week, excluding
Building Holidays, if any (see Exhibit ‘&”). Notwithstanding the provisions of Paragraph 4.2, if
at any time in Sublessor’s sole judgment, Sublessor determines that Sublessee is using a
disproportionate amount of water, electricity or other commonly metered utilities, defined as a
maximum of $0.16 per rentable square foot, or that Sublessee is generating such a large volume of
trash as to require an increase in the size of the dumpster and/or an increase in the number of
times per month that the dumpster is emptied, then Sublessor may increase Sublessee’s Base Rent by
an amount equal to such increased costs.


5. Security Deposit. The rights and obligations of Sublessor and Sublessee as to said Security
Deposit shall be as set forth in Paragraph 5 of the Master Lease (as modified by Paragraph 7.3 of
this Sublease).



6. Master Lease.




	 	 	 

	6. 1 Sublessor is the lessee of the Premises by virtue of the Master Lease, wherein Foothill Technology Center, LLC 

	 
	 
	 	 
	 

	 	is the lessor, hereinafter the “Master Lessor”
	 


	 	 






          6.2 This Sublease is and shall be at all times subject and subordinate to the Master
Lease.




          6.3 The terms, conditions and respective obligations of Sublessor and Sublessee to each
other under this Sublease




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shall be the terms and conditions of the Master Lease except for those provisions of the
Master Lease which are directly contradicted by this Sublease in which event the terms of this
Sublease document shall control over the Master Lease. Therefore, for the purposes of this
Sublease, wherever in the Master Lease the word “Lessor” is used it shall be deemed to mean the
Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to
mean the Sublessee herein.




     6.4 During the term of this Sublease and for all periods subsequent for obligations which
have arisen prior to the termination of this Sublease. Sublessee does hereby expressly assume and
agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every
obligation of Sublessor under the Master Lease except for the following paragraphs which are
excluded therefrom: Paragraph 1, 4.2, 10, 11 and 37



     6.5 The obligations that Sublessee has assumed under paragraph 6.4 hereof are hereinafter
referred to as the “Sublessee’s Assumed Obligations”. The obligations that sublessee has not
assumed under paragraph 6.4 hereof are hereinafter referred to as the “Sublessor’s Remaining
Obligations”.



     6.6 Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs,
damages, claims or demands, including reasonable attorneys fees, arising out of Sublessee’s
failure to comply with or perform Sublessee’s Assumed Obligations.



     6.7 Sublessor agrees to maintain the Master Lease during the entire term of this Sublease,
subject, however, to any earlier termination of the Master Lease without the fault of the
Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee
free and harmless from all liability, judgments, costs, damages, claims or demands arising out of
Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations.



     6.8 Sublessor represents to Sublessee that the Master Lease is in full force and effect and
that no default exists on the part of any Party to the Master Lease.



7. Assignment of Sublease and Default.




     7.1 Sublessor hereby assigns and transfers to Master Lessor the Sublessor’s interest in this
Sublease, subject however
to the provisions of Paragraph 8.2 hereof.



     7.2 Master Lessor, by executing this document, agrees that until a Default shall occur in the
performance of Sublessor’s
Obligations under the Master Lease, that Sublessor may receive, collect and enjoy the Rent
accruing under this Sublease. However, if
Sublessor shall Default in the performance of its obligations to Master Lessor then Master
Lessor may, at its option, receive and
collect, directly from Sublessee, all Rent owing and to be owed under this Sublease. Master
Lessor shall not, by reason of this
assignment of the Sublease nor by reason of the collection of the Rent from the Sublessee, be
deemed liable to Sublessee for any
failure of the Sublessor to perform and comply with Sublessor’s Remaining Obligations.



     7.3 Sublessor hereby irrevocably authorizes and directs Sublessee upon receipt of any written
notice from the Master
Lessor stating that a Default exists in the performance of Sublessor’s obligations under the
Master Lease, to pay to Master Lessor the
Rent due and to become due under the Sublease. Sublessor agrees that Sublessee shall have
the right to rely upon any such
statement and request from Master Lessor, and that Sublessee shall pay such Rent to Master
Lessor without any obligation or right to
inquire as to whether such Default exists and notwithstanding any notice from or claim from
Sublessor to the contrary and Sublessor
shall have no right or claim against Sublessee for any such Rent so paid by Sublessee.



     7.4 No changes or modifications shall be made to this Sublease without the consent of Master
Lessor.



8. Consent of Master Lessor.




     8.1 In the event that the Master Lease requires that Sublessor obtain the consent of Master
Lessor to any subletting by
Sublessor then, this Sublease shall not be effective unless, within 10 days of the date
hereof, Master Lessor signs this Sublease
thereby giving its consent to this Subletting.



     8.2 In the event that the obligations of the Sublessor under the Master Lease have been
guaranteed by third parties then
neither this Sublease, nor the Master Lessor’s consent, shall be effective unless, within 10
days of the date hereof, said guarantors
sign this Sublease thereby giving their consent to this Sublease.



     8.3 In the event that Master Lessor does give such consent then:



          (a) Such consent shall not release Sublessor of its obligations or alter the primary liability
of Sublessor to pay
the Rent and perform and comply with all of the obligations of Sublessor to be performed under
the Master Lease.




          (b) The acceptance of Rent by Master Lessor from Sublessee or any one else liable under the
Master Lease
shall not be deemed a waiver by Master Lessor of any provisions of the Master Lease.




          (c) The consent to this Sublease shall not constitute a consent to any subsequent
subletting or assignment.




          (d) In the event of any Default of Sublessor under the Master Lease, Master Lessor may proceed
directly
against Sublessor, any guarantors or any one else liable under the Master Lease or this
Sublease without first exhausting Master
Lessor’s remedies against any other person or entity liable thereon to Master Lessor.




          (e) Master Lessor may consent to subsequent sublettings and assignments of the Master Lease or
this
Sublease or any amendments or modifications thereto without notifying Sublessor or any one
else liable under the Master Lease and
without obtaining their consent and such action shall not relieve such persons from liability.




          (f) In the event that Sublessor shall Default in its obligations under the Master Lease, then
Master Lessor, at
its option and without being obligated to do so, may require Sublessee to attorn to Master
Lessor in which event Master Lessor shall
undertake the obligations of Sublessor under this Sublease from the time of the exercise of
said option to termination of this Sublease
but Master Lessor shall not be liable for any prepaid Rent nor any Security Deposit paid by
Sublessee, nor shall Master Lessor be
liable for any other Defaults of the Sublessor under the Sublease.




     8.4 The signatures of the Master Lessor and any Guarantors of Sublessor at the end of this
document shall constitute
their consent to the terms of this Sublease.



     8.5 Master Lessor acknowledges that, to the best of Master Lessor’s knowledge, no Default
presently exists under the
Master Lease of obligations to be performed by Sublessor and that the Master Lease is in full
force and effect.



     8.6 In the event that Sublessor Defaults under its obligations to be performed under the
Master Lease by Sublessor, Master Lessor agrees to deliver to Sublessee a copy of any such notice
of default. In the event that Sublessor defaults and does not cure the default, Master Lessor
agrees to sign a direct Lease with Sublessee under the same terms and conditions as Sublessee’s
curren; Lease at 605 East Huntington Drive, Monrovia, California 91016, with the exception that
the Lease expiration date shall be
December 31, 2011. Sublessee shall have the right to cure any Default of Sublessor described in any notice of default within ten days after service of
such notice of default on sublessee. If such Default is cured by Sublessee then Sublessee shall have the right of reimbursement and offset from and against Sublessor.



9. Additional Brokers Commissions.




     9.1 Sublessor agrees that if Sublessee exercises any option or right of first refusal as
granted by Sublessor herein, or any
option or right substantially similar thereto, either to extend the term of this Sublease, to
renew this Sublease, to purchase the
Premises, or to lease or purchase adjacent property which Sublessor may own or in which
Sublessor has an interest, then Sublessor
shall pay to Broker a fee in accordance with the schedule of Broker in effect at the time of
the execution of this Sublease.
Notwithstanding the foregoing, Sublessor’s obligation under this Paragraph is limited to a
transaction in which Sublessor is acting as a
Sublessor, lessor or seller.



     9.2 Master Lessor agrees that if Sublessee shall exercise any option or right of first refusal
granted to Sublessee by
Master Lessor in connection with this Sublease, or any option or right substantially similar
thereto, either to extend or renew the Master
lease, to purchase the Premises or any part thereof, or to lease or purchase adjacent property
which Master Lessor may own or in



			
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which Master Lessor has an interest, or if Broker is the procuring cause of any other
lease or sale entered into between Sublessee and Master Lessor pertaining to the
Premises, any part thereof, or any adjacent property which Master Lessor owns or in which
it has an interest, then as to any of said transactions, Master Lessor shall pay to
Broker a fee, in cash, in accordance with the schedule of Broker in effect at the time of
the execution of this Sublease.




     9.3 Any fee due from Sublessor or Master Lessor hereunder shall be due and payable upon
the exercise of any option to
extend or renew, upon the execution of any new lease, or, in the event of a purchase,
at the close of escrow.



     9.4 Any transferee of Sublessor’s interest in this Sublease, or of Master Lessor’s
interest in the Master Lease, by accepting
an assignment thereof, shall be deemed to have assumed the respective obligations of
Sublessor or Master Lessor under this
Paragraph 9. Broker shall be deemed to be a third-party beneficiary of this paragraph 9.


10. Representations and Indemnities of Broker Relationships. The Parties each represent and
warrant to the other that it has
had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in
connection with this Sublease, and that no
one other than said named Brokers is entitled to any commission or finder’s fee in
connection herewith. Sublessee and Sublessor do
each hereby agree to indemnify, protect, defend and hold the other harmless from and against
liability for compensation or charges
which may be claimed by any such unnamed broker, finder or other similar party by reason of
any dealings or actions of the
indemnifying Party, including any costs, expenses, attorneys’ fees reasonably incurred with
respect thereto.



11. Attorney’s fees. If any Party or Broker brings an action or proceeding involving the
Premises whether founded in tort,
contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter
defined) in any such proceeding, action, or appeal
thereon, shall be entitled to reasonable attorneys’ fees. Such fees may be awarded in the
same suit or recovered in a separate suit,
whether or not such action or proceeding is pursued to decision or judgment. The term,
“Prevailing Party” shall include, without
limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the
case may be, whether by compromise,
settlement, judgment, or the abandonment by the other Party or Broker of its claim or
defense. The attorneys’ fees award shall not be
computed in accordance with any court fee schedule, but shall be such as to fully reimburse
all attorneys’ fees reasonably incurred. In
addition, Sublessor shall be entitled to attorneys’ fees, costs and expenses incurred in the
preparation and service of notices of Default
and consultations in connection therewith, whether or not a legal action is subsequently
commenced in connection with such Default or
resulting Breach ($200 is a reasonable minimum per occurrence for such services and
consultation).



12. No Prior or Other Agreements; Broker Disclaimer. This Sublease contains all agreements
between the Parties with
respect to any matter mentioned herein, and no other prior or contemporaneous agreement or
understanding shall be effective.
Sublessor and Sublessee each represents and warrants to the Brokers that it has made, and is
relying solely upon, its own
investigation as to the nature, quality, character and financial responsibility of the other
Party to this Sublease and as to the use,
nature, quality and character of the Premises. Brokers have no responsibility with respect
thereto or with respect to any default or
breach hereof by either Party. The liability (including court costs and attorneys’ fees),
of any Broker with respect to negotiation,
execution, delivery or performance by either Sublessor or Sublessee under this Sublease or
any amendment or modification hereto
shall be limited to an amount up to the fee received by such Broker pursuant to this
Sublease; provided, however, that the foregoing
limitation on each Broker’s liability shall not be applicable to any gross negligence or
willful misconduct of such Broker.



ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL
ESTATE ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL
EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE TRANSACTION TO WHICH IT RELATES. THE
PARTIES ARE URGED TO:



1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS SUBLEASE.



2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.
SAID
INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS
SUBSTANCES,
THE ZONING OF THE PROPERTY, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND
OPERATING
SYSTEMS, AND THE SUITABILITY OF THE PREMISES FOR SUBLESSEE’S INTENDED USE.



WARNING: IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,
CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE
STATE IN WHICH THE PROPERTY IS LOCATED.




	 	 	 	 	 	 	 	 	 	 	 

	Executed at:
	 	Monrovia,CA	 	 	 	Executed at:	 	Monrovia,CA	 	 
	On:

	 	2/2/2010
	 	 	 	On:
	 	2/18/10	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By SUBLESSOR:	 	 	 	By SUBLESSEE:	 	 
	Telscape Communications, Inc.,
a California
corporation	 	Green Dot Corporation, a California corporation
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joseph Holap
 

	 	 
	 	By:
	 	/s/ Steven W. Streit
 

	 	 
	Name Printed :

	 	Joseph Holap
	 	 	 	Name Printed:
	 	Steven W. Streit	 	 
	Title:

	 	SUP/CTO
	 	 	 	Title:
	 	CEO	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Name Printed:

	 	 	 	 	 	Name Printed:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Address: 606 East Huntington Drive Monrovia, CA 91016	 	Address:	 	 	 	 
	 

	 	 	 	 	 	
	 	 
 	 	 
	Telephone:(626 ) 415-1000	 	Telephone(      )	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	Facsimile(     )

	 	 	 	 	 	Facsimile:(       )	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Federal ID No.

	 	 	 	 	 	Federal ID No.	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 






			
	                    	 	                    
	                    	 	                    
	INITIALS
	 	INITIALS
	 	 	 
	©2001 — AIR COMMERCIAL REAL ESTATE ASSOCIATION
	 	FORM SBMT-2-8/08E







PAGE 5 OF 6











 





	 	 	 

	BROKER:

	 	BROKER:
	 
	 	 
	Colliers International, Inc.

	 	Colliers International, Inc.
	 
	Attn: Shadd Walker

	 	Attn: Shadd Walker
	Title: Senior Vice President

	 	Title: Senior Vice President
	 
	Address: 865 S. Figueroa Street, Suite 3500

	 	Address: 865 S. Figueroa Street, Suite 3500
	Los Angeles, CA 90017

	 	Los Angeles, CA 90017
	Telephone: (213) 532-3242

	 	Telephone:(213) 532-3242
	Facsimile (213) 327-3242

	 	Facsimile:(213) 327-3242
	Federal ID No. 

	 	Federal ID No. 

	Broker/Agent DRE License #: 01253297

	 	Broker/Agent DRE License*: 01253297
	 
	 	 
	Consent to the above Sublease is hereby given.
	 	 
	 
	 	 
	Executed at:
 
	 	Executed at: 

	On:
 
	 	On: 

	 
	 	 
	By MASTER LESSOR:

	 	By GUARANTOR(S):
	 
	 	 
	Foothill Technology Center, LLC

	 	By: 

	 

	 	Name Printed: 

	 

	 	Address: 

	 
	 	 
	By: /s/  Blaine P. Fetter
 
	 	 
	Name Printed: Blaine P. Fetter
 
	 	 
	Title:
 
	 	 
	 
	 	 
	By:
 
	 	By: 

	Name Printed:
 
	 	Name Printed: 

	Title:
 
	 	Address: 

	Address: 602 E. Huntington Drive, Suite D
	 	 
	Monrovia, CA 91016
	 	 
	Telephone:(626) 305-5530
	 	 
	Facsimile:(626) 305-5541
	 	 
	Federal ID No.
 
	 	 






NOTICE: These forms are often modified to meet changing requirements of law and industry needs.
Always write or call to make sure you are utilizing the most current form: AIR Commercial Real
Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No. (213)
687-8777. Fax No.: (213) 687-8616.




	 	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	INITIALS

	 	INITIALS






			
	 
	©2001 — AIR COMMERCIAL REAL ESTATE ASSOCIATION
	 	FORM SBMT-2-8/08E







PAGE 6 OF 6











 





SUBLEASE ADDENDUM



Date: January 12, 2010




	 	 	 

	By and Between (Sublessor):

	 	TELSCAPE COMMUNICATIONS, INC., a California corporation
	 
	 	 
	(Sublessee):

	 	GREEN DOT CORPORATION, a California corporation
	 
	 	 
	Address of Premises:

	 	602 East Huntington Drive

Monrovia, CA 91016





13. Rental Abatement. Sublessee shall not pay Monthly Base Rent for Months two (2), three (3) and
four (4) of the Sublease Term.



14. Tenant Improvements. Sublessee shall take possession of the Premises in “As-ls” condition and
free from all furniture and personal equipment from Sublessor. However, Sublessor, at Sublessor’s
sole cost and expense, shall be responsible for demising the Premises to meet code in the City of
Monrovia. Sublessor shall use its best efforts to complete the demising by February 1, 2010.
Sublessee, at Sublessee’s sole cost and expense, shall be responsible for any and all interior
improvements and shall get all necessary approvals from Master Lessor prior to making any
alterations to the Premises.



	 	 	 	 	 	 	 

	Sublessor:	 	Sublessee:
	 
	 	 	 	 	 	 
	Telscape Communications,
Inc., a California
corporation	 	Green Dot Corporation, a California corporation
	 
	 	 	 	 	 	 
	By:
	 	/s/ Joseph P. Holap	 	By:	 	/s/ Steven W. Streit
	 
	 	 	 	 	 	 
	Name Printed:

	 	Joseph P. Holap
	 	Name Printed:
	 	Steven W. Streit
	 
	 	 	 	 	 	 
	Title:

	 	SUP/CTO
	 	Title:
	 	CEO





Master Lessor:


Foothill Technology Center, LLC



	 	 	 	 

	By:
	 	/s/ Blaine Fetter
	 
	 	 
	Name Printed:
	 	Blaine Fetter
	 
	 	 
	Title:

	 	Manager






			
	 	 	 
	 

 

 
INITIALS	 	 

 

 
INITIALS





Page 1 of 3








 





EXHIBIT “A”


FLOOR PLAN












	 	 	 	 	 

	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	INITALS

	 	 	 	INITALS






 Page 2 of 3









 





EXHIBIT “B”




 JANITORIAL SCHEDULE



OFFICES & COMMON AREAS — DAILY (5 Days Per Week)



1. Includes offices, restrooms, common hallways, lobbies, stairways, elevators & exterior
entrances



2. Sweep and dust mop hard surface floors (resilient and composition) with treated dust mops to
remove litter and dust. Damp mop and spot mop to remove heavy dirt and spills.



3. Vacuum all carpeted areas and floor mats of the offices and common areas.



4. Remove water soluble spots such as coffee and soft drinks from carpet. Non water soluble spots
will be removed as soon as possible by supervisory personnel.



5. Dust cleared surfaces such as desks, telephone, chairs, table’s filing cabinets and other office
furniture.



6. Break Room & Kitchen Areas — Clean tabletops & chairs, vacuum carpet, sweep and mop floors,
remove trash and replace liners, refill dispensers, clean countertops, sinks and outside of
refrigerators.



7. Dust and clean all office furniture, file cabinets, fixtures and windowsills. We do not touch
any documents left on the desks and will only clean desktops when desk is clear.



8. Return and arrange furniture to their correct positions.



9. Remove smudges and fingerprints from doors, walls, door frames, wall switches, kick plates and
push plates, desks and counters.



10. Empty all trash receptacles and replace liners and wash clean as necessary



11. Clean lobby door glass in and out and sweep the entryways, sidewalks and stairs leading into
the building.

Empty the ashtrays and replace sand when necessary.


12. Clean and sanitize all water fountains and drinking fountains and clean and polish bright
metal.



13. Clean open countertops



14. Maintain carpeted stairways and handrails




WEEKLY MAINTENANCE



1. Dust low reach area such as chair rungs, windowsills, doorjambs, moldings and baseboards.



2. Vacuum carpeted stairways and clean handrails



3. Clean exit doors.



4. Dust all counters, shelves, and bookcases and file cabinets.



5. High dust picture frames, doorframes and window frames.



6. Detail vacuum all carpeted areas, under desks and along edges



7. Spot clean all interior glass.




MONTHLY MAINTENANCE



1. Perform dusting of high reach areas including door tops, doorframes, louvers and ceiling vents.



2. Dust Venetian blinds




FLOOR CARE SERVICES



1. Machine scrub and sanitize restroom floors monthly



2. Machine scrub and apply new floor finish all tile areas semi-annually.



3. Clean and spray buff quarterly all tile areas







			
	                    	 	                    
	                    	 	                    
	INITIALS
	 	INITIALS






Page 3 of 3









 





FIRST AMENDMENT TO SUBLEASE



THIS FIRST AMENDMENT TO SUBLEASE (“First Amendment”) is made and entered into as of as of
October 29, 2010 by and between Telscape Communications, Inc., a Delaware Corporation (“Sublessor”), and Green Dot
Corporation, a Delaware Corporation (“Sublessee”) and contains modifications and additions to the
terms and conditions of the existing Standard Sublease document dated January 12, 2010
(“Sublease”), for the Premises located at 602 East Huntington Drive, Monrovia, California,
consisting of approximately 7,032 square feet, known as Suite H (“Suite H”) as referenced in
Sublease, which is attached hereto as Exhibit A.



Upon execution of this First Amendment by both Sublessor and Sublessee, it shall be attached to,
and by reference, become part of the Sublease as the First Amendment. The capitalized terms used
and not otherwise defined herein shall have the same definitions as set forth in the Sublease.



RECITALS





WHEREAS Sublessee desires to sublease from Sublessor an additional 19,529 square feet
on the 1st and 2nd floor of the premises located at 606 East
Huntington Drive, Monrovia, California (“Expansion Premises”).




WHEREAS, Sublessor and Sublessee desire to modify the terms and conditions of the existing
Sublease as provided herein.




NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:



AGREEMENTS





	 	1.	 	EXPANSION PREMISES: Sublessee shall sublease from Sublessor an additional 19,529
square feet which
consists of the 1st and 2nd floor located at 606 East Huntington Drive,
Monrovia, California (“Expansion Premises”).
The areas of the Expansion Premises shall be pursuant to the Master Lease and shall not be
subject to any
remeasurement. A true and correct copy of the Master Lease between Master Landlord and
Sublessor attached
hereto as Exhibit B.
	 
	 	2.	 	USE: The use for the Expansion Premises shall be pursuant to terms and conditions of
the Sublease.
	 
	 	3.	 	LEASE TERM: The lease term for the Expansion Premises shall be thirteen (13) months (“Term”).
	 
	 	4.	 	COMMENCEMENT DATE: The First Amendment Sublease Commencement Date shall be
November 1, 2010,
subject to receipt of the fully executed Sublease, Master Landlord’s Consent. Sublessor shall
deliver the
Expansion Premises to Sublessee for construction on or before November 1, 2010.
	 
	 	5.	 	EXPIRATION DATE: The Expansion Premises shall expire
December 31, 2011 (“Expiration
Date”).
	 
	 	6.	 	BASE RENT: The Expansion Premises base rent shall be $36,147.15 per month, full
service gross, flat for the
Term. There shall be no pass-throughs or escalations during the Term. Notwithstanding the
foregoing, no rent
shall be payable for the first (1st) month of the Term. In the event Sublessor
does not delivery the Expansion
Premises to Subleasee by November 1, 2010, rent shall be further abated by one day for each
day of delay.
	 
	 	7.	 	TENANT IMPROVEMENTS: Sublessor, at its sole cost and expense, shall be
responsible for removing the demising
wall on the 2nd floor that separates Sublessee’s existing sublease space and the
Expansion Premises on or before
November 1, 2010. Sublessee shall sublease the Expansion Premises on an “as is” basis without
any representation
or warranty from Sublessor.
	 
	 	8.	 	PARKING: The parking for the Expansion Premises shall be pursuant to the
Master Lease (less the parking
spaces in accordance with Sublessee’s existing sublease space). A true and correct copy
of the Master Lease
between Master Landlord and Sublessor attached hereto as Exhibit B.
	 
	 	9.	 	EXISTING FURNITURE & EQUIPMENT: Sublessor is the owner of certain furniture,
fixtures and equipment and
agrees to grant Sublessee certain rights to its furniture, fixtures and equipment indicated
on Exhibit C attached
hereto (“FF&E”), as further provided herein. Sublessor shall leave the FF&E in the Expansion
Premises during the
term hereof for the Sublessee’s use without additional charge, provided that Sublessee is not
in Default hereunder





 









 






	 	 	 	as described in Section 7 of the Sublease. Sublessee agrees that all FF&E shall be in “AS IS”
condition, without any representation or warranty whatsoever with respect to same. Sublessee
shall keep FF&E in reasonable good condition, reasonable and ordinary wear and tear expected.
Title to all FF&E shall remain with Sublessor and Sublessee shall not modify or remove FF&E
from Expansion premises without prior written approval from Sublessor. In the event that
Sublessee desires any FF&E contained in Exhibit C attached hereto, to be removed from the
Expansion Premises prior to commencement of the Sublease, the Sublessee must advise Sublessor
in writing by close of business on Monday, October 25, 2010 and specifically state FF&E to be
removed and Sublessor shall remove said FF&E at its own cost and expense prior to November 1,
2010. In the event Sublessor does not so remove said FF&E, then Sublessee shall be entitled
to dispose of the same at Sublessor’s cost and expense.
	 
	 	10.	 	OPTION TO EXTEND: None.
	 
	 	11.	 	SUBLEASE ASSIGNMENT: Pursuant to the Sublease.
	 
	 	12.	 	FIRST & LAST MONTH’S RENT: Upon sublease execution for the Expansion Premises,
Sublessee shall prepay to
Sublessor the first month’s rent in the amount of $36,147.15 and the last month’s rent in the
amount of $36,147.15
for a total of $72,294.30.
	 
	 	13.	 	INSURANCE: Sublessee shall obtain and keep in full force and effect, at Sublessee’s
sole cost and expense,
during the Term the insurance required to be carried under the Master Lease. Sublessee shall
include Sublessor
and Master Landlord and any other parties required under the Master Lease as additional insureds
in every policy
of insurance carried by Sublessee in connection with this First Amendment and shall provide
Sublessor with
certificates of insurance no later than ten (10) days prior to the occupancy of the Expansion
Premises by
Sublessee.
	 
	 	14.	 	SIGNAGE: Subleasee’s signage rights shall be pursuant to the Master Lease. Sublessor
shall remove its existing
signage on or before the Expansion Premises Sublease Commencement Date.
	 
	 	15.	 	AUTHORITY TO EXECUTE AGREEMENT: Each individual executing this First Amendment on
behalf of a
partnership, corporation or other entity represent that he or she is duly authorized to execute
and deliver this First
Amendment on behalf of the corporation, partnership and/or other entity and agrees to deliver
evidence of his or
her authority to Sublessor prior to the execution of this First Amendment.
	 
	 	16.	 	ENTIRE AGREEMENT: This First Amendment represents the entire agreement among the
parties with respect to
the matters contained in this First Amendment and supersedes any prior negotiations,
representations, or
agreements, whether written or oral, with respect to the subject matter contained herein.
Nothing in this First
Amendment shall be deemed to waive or modify any of the provisions of the Master Lease or
Sublease, except as
expressly stated herein. This First Amendment may be amended, modified, or altered only by
written instrument,
signed by Sublessor and Sublessee.
	 
	 	17.	 	INCONSISTENCIES: Except as modified or amended herein, each and all of the terms,
covenants and conditions
of the Sublease are hereby ratified and confirmed and remain in full force and effect. If
there are any
inconsistencies between this First Amendment and the Sublease, the provisions of this First
Amendment shall
prevail. If there are any inconsistencies between the First Amendment and the Master Lease, the
provisions of the
Master Lease shall prevail.
	 
	 	18.	 	LEGAL ADVICE: NEUTRAL INTERPRETATION: HEADINGS: Each party has received independent
legal advice
from their attorneys with respect to the advisability of executing this First Amendment and the
meaning of the
provisions hereof. The provisions of this First Amendment shall be construed as to their fair
meaning, and not for
or against any party based upon any attribution to such party as the source of the language in
question. Headings
used in this First Amendment are for convenience of reference only and shall not be used in
construing this First
Amendment.
	 
	 	19.	 	STATUS OF MASTER LEASE: Sublessor represents that to its current actual knowledge (i) the
Master Lease
between Master Landlord and Sublessor attached hereto as Exhibit B is a true and complete copy
of its entire
agreement with the Master Landlord regarding the Master Premises, which includes Suite H and
Expansion premises;
(ii) the Master Lease is in full force and effect; and (iii) no condition exists and no event
has occurred, which, with the
giving of notice, the passage of time, or both, would constitute a default by either party to
the Master Lease.
	 
	 	20.	 	RATIFICATION OF SUBLEASE: Except as expressly set forth herein, the Sublease is
hereby ratified and
confirmed in its entirety and remains unchanged and in full force and effect. A true and correct
copy of the
Sublease is attached hereto as Exhibit A.
	 
	 	21.	 	CONDITION PRECEDENT: Notwithstanding anything to the contrary in this First
Amendment, this First Amendment and Sublessor’s obligations hereunder are conditioned upon Sublessor’s
receipt of the written consent of Master





Page 2 of 8









 






	 	 	 	Landlord to this First Amendment. If such condition is not met within sixty (60) days
after the full execution of this First Amendment by Sublessor and Sublessee, that either
Sublessor or Sublessee may terminate this First Amendment by giving the other party written
notice prior to the receipt of such consent, and upon such termination, Sublessor shall return
to Sublessee its payment of the first month’s rent and security deposit.
	 
	 	22.	 	BROKERS & FEES: Sublessor and Sublessee each represent and warrant to each other
that they have dealt with no real estate brokers, finders or agents in connection with this
transaction other than CresaPartners (“Sublessor’s Broker”) and UGL Equis (“Sublessee’s
Broker”). Sublessor and Sublessee agree to indemnify and hold each other harmless from and
against all claims for brokerage commissions, finder’s fees or other compensation made by any
other agent, broker or finder. In connection with the execution of this First Amendment,
Sublessor shall pay Sublessee’s Broker a commission based upon two percent (2%) of the total
gross rent for the term. Sublessor shall also pay Sublessor’s Broker a commission in the
amount of two percent (2%) of the total gross rent for the term. Half of the commission shall
be due within thirty (30) days from Sublessor’s receipt of a fully executed First Amendment,
Master Landlord’s Consent, Sublessee’s prepaid rent & security deposit, proof of insurance,
Equis commission invoice and W-9. The remaining balance of the commission shall be paid
within thirty (30) days from Sublessee’s occupancy of the Expansion Premises.





(The balance of this page was intentionally left blank)





Page 3 of 8











 




IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first above
written.




	 	 	 	 	 

	BY SUBLESSOR:

	 	BY SUBLESSEE:	 	 
	 
	 	 	 	 
	Telscape Communications, Inc., a Delaware

	 	Green Dot Corporation, a Delaware	 	 
	 
	 	 	 	 
	Corporation

	 	Corporation	 	 
	 
	 	 	 	 
	/s/
Joseph P. Holap
 

By

	 	/s/ Steven W. Streit
 

By
	 	 
	 
	 	 	 	 
	Joseph
P. Holap
 

Print Name

	 	Steven W. Streit
 

Print Name
	 	 
	 
	 	 	 	 
	COO/CTO
 

Title

	 	CEO
 

Title
	 	 
	 
	 	 	 	 
	 

By

	 	 

By
	 	 
	 
	 	 	 	 
	 

Print Name

	 	 

Print Name
	 	 
	 
	 	 	 	 
	 

Title

	 	 

Title
	 	 






LANDLORD’S CONSENT:




The undersigned does hereby consent to the sublease as set forth above.



Foothill Technology LLC




	 	 	 	 	 

	By: 

Name:

	 	[ILLEGIBLE]
 

	 	 
	Title:
	 	 	 	 








Page 4 of 8











 





EXHIBIT A




SUBLEASE



(to be attached to hard copies)



Page 5 of 8




 









 





EXHIBIT B




MASTER LEASE



(to be attached to hard copies)



Page 6 of 8




 









 





EXHIBIT C




FURNITURE AND EQUIPMENT



EXPANSION PREMISES



FIRST FLOOR





	1.	 	Reception Area: 4 black leather reception chairs, 1 end round wood table, 1
cocktail wood table with top glass, 1 — 4 piece “U” shaped redwood desk, 1 cloth chair, 2 — 3 drawer file cabinet, 1 — 2 drawer lateral
redwood file cabinet, 1 — 3 drawer Lateral redwood file cabinet
	 
	2.	 	Human Resources: 3 cloth chairs, 4 overheads, 3 guest chairs, 4 — 2 drawer file
cabinet, 4 — 2 lateral drawer file cabinet, 3 — 3 drawer
file cabinets, 1 — 3 shelf corner
wood bookcase, 1 — 4X3 cork board.
	 
	 	 	The following furniture pieces have faux wood top. 2 — 1 piece desks, 1 — 4 piece “U” shaped
desk, 2 — 3 piece “L” shaped desk, 1 round table.
	 
	3.	 	Office #1 (Carolina Silva): 1 — 3 piece faux wood table top desk, 1 executive
leather chair, 2 guest chairs, 1 — 2 drawer file cabinet, 1 — 3 drawer file cabinet, 1 — 2
drawer lateral file cabinet, 1 — 4X3 dry erase calendar.
	 
	4.	 	Office #2 (Gary Hamlett): 1 oakwood desk with drawers and a credenza, 1 cloth chair,
1 round table.
	 
	5.	 	Training Room “A”: 1 faux wood top desk, 16 cloth chairs, 1 guest chair, 1 — 3
drawer file cabinet, 1 Panasonic 27" TV, 1 — 3 level metal
TV stand, 1 — 5" folding table,
5-8" folding table, 1 — 5X20 table, 1 overhead and screen projector, 1 — 4 drawer lateral
file cabinet, 1 — 8X4 and 1 — 5X3 dry erase board.
	 
	6.	 	Conference Room “A”: 1 conference table, 9 leather chairs, 1 — 3 drawer lateral
file faux wood top, 1 — 4 drawer lateral file faux wood top, 1 — 8X4 dry erase board.
	 
	7.	 	Training Room “B”: 1 oakwood desk with drawers and credenza, 1 — 4X3 dry
erase board, 1 — 6X4 dry erase board.
	 
	8.	 	Office #3 (Alberto Negrete): 1 — 3 piece faux
wood top desk, 1 leather
chair, 2 guest chairs, 1 overhead, 1 — 2 drawer file cabinet, 1 — 3 drawer lateral
file cabinet with wood top desk, 1 — 6X4 dry erase board.
	 
	9.	 	Office #4 (Jeanette Gonzalez): 1 leather chair, 5
guest chairs, 3 overheads, 1
 — 2 drawer file cabinet, 1 — 3 drawer file cabinet.
	 
	 	 	The following furniture pieces have faux wood top. 1 — 4 piece “U” shaped desk, 1 — 2 drawer
lateral file cabinet, 1 — 3 drawer lateral file cabinet, 1 — 5 shelf bookcase, 1 round table.
	 
	10.	 	Tone Room: 2 faux wood top desks, 3 cloth chairs, 1 round faux wood top table.
	 
	11.	 	Work Stations: 82 work stations with faux wood top desks, 82 cloth chairs, 12 — 2
drawer file cabinets, 86 — 3 drawer file cabinets, 1 — 2 drawer lateral file cabinet, 6 — 4
drawer lateral file cabinet, 4 — 3 drawer lateral faux wood top file cabinets, 1 — 4 shelf
wood bookcase.
	 
	12.	 	Incharge Podium: 3 faux wood top desks, 2 — 3 drawer lateral file cabinets, 1 —
3 drawer faux wood top lateral file cabinet, 3 cloth chairs.





Page 7 of 8




 









 






	13.	 	Break Room: 28 stackable chairs, 7 round tables, 1 top freezer Gallexy
refrigerator, 1 kitchen with mounted cabinets and a sink, 1 mounted flat screen “Sony 40” TV"
with remote control, 1 folding table located underneath the TV., 2 white metal trash cans.
	 
	14.	 	Office #5 (Victor Flores): 1 oakwood desk with drawers and a credenza, 1 leather chair,
2 guest oakwood chairs, 1
 — 5 shelf faux wood bookcase, 1 — 4 faux wood top lateral
file cabinet, 1 — 6X4 dry erase board.
	 
	15.	 	Office #6 (Corner Office): 1 oakwood desk with drawers and a credenza, 1 cloth chair, 1
round faux wood top table.





SECOND FLOOR





	16.	 	Administrative Area: 2 cloth chairs, 1 — 2 drawer
file cabinet, 6 — 3 drawer file
cabinets, 1 — 2 drawer lateral file cabinet.
	 
	 	 	The following furniture pieces have faux wood top. 2 — 3 piece “L” shape desks, 1 — 4 piece “L”
shaped desk, 1 — 3 drawer lateral file cabinet, 1 — 4 drawer lateral file cabinet, 1 — 3 drawer
lateral file cabinet.
	 
	17.	 	Office #7 (M. Johnson): 1 leather chair. The following furniture pieces are
redwood. 1 — 3 piece “U” shaped desk, 4 guest chairs, 2 — 3 drawer file cabinet 1 — 2 drawer
lateral file cabinet, 1 — 3 shelf bookcase with doors, 2 — 5 shelf bookcase, 1 side chair table,
1 round table.
	 
	18.	 	Office #8 (David Wilder): 1 leather chair, 1 — 6X4 dry erase board, 1 — 4X3 dry
erase calendar. The following furniture pieces are redwood. 1 — 3 piece “U” shaped desk,
2 guest chairs, 2 — 2 shelf bookcases, 2 — 3 file cabinets.
	 
	19.	 	Office #9 (Joseph Holop): 1 leather chair. The following furniture pieces are
redwood. 1 — 3 piece “U” shaped desk, 6 guest chairs, 1 — 5 shelf bookcase, 3 — 2 drawer
lateral file cabinets, 2 — 3 drawer lateral file cabinets, 1 round table.
	 
	20.	 	Office #10 (N. Johnson): 1 leather chair, 1 sofa and 1 chair, 1 large clock. The
following furniture pieces are redwood. 1 desk, 1 — 3 piece “L” shaped credenza, 2 guest
chairs, 1 — 2 door overhead, 1 — 4 door overhead, 1 — 2 door coat hanger, 2 — 3 drawer file
cabinets, 1 — 2 drawer lateral file cabinet, 1 side chair table, 1 cocktail table.
	 
	21.	 	Office #11 (Greg McPherson): 1 leather chair, 2 guest chairs, 1 — 6X4 dry erase
board, 1 — 4X3 dry erase calendar. The following furniture
pieces are oakwood. 1 — 3 piece “U”
shaped desk, 1 — 2 shelf bookcase, 2 — 3 drawer file cabinets, 1 — 2 drawer lateral file
cabinet.
	 
	22.	 	Office #12 (Walter Wilson): 1 leather chair, 1 sofa and 1 chair, 1 — 4X3 dry erase
board. The following furniture pieces are oakwood. 1 desk with drawers and 1 credenza with
drawers, 2 guest chairs, 1 — 2 shelf bookcase, 1 — 2 drawer lateral file cabinet, 1 square
cocktail table.
	 
	23.	 	Office #13 (Diana Aguirre): 1 leather chair, 2 guest chairs, 1 round faux wood table.
The following furniture pieces are oakwood. 1 desk, 2 guest chairs, 2
— 2 shelf bookcases, 1 — 2 drawer lateral file cabinet. The
following furniture pieces are redwood. 1 credenza, 1 — 1
door coat hanger, 1 — 5 shelf bookcase with door, 1 — 4 overhead.
	 
	24.	 	Break Room: 2 round tables, 8 stackable chairs, 1 top freezer Frigidaire
refrigerator, 1 white metal trashcan, built-in kitchen cabinets with granite top and a sink.
	 
	25.	 	Work Stations (Behind Conference): 4 — 4 piece “U” shaped faux wood top desks, 2 cloth
chairs, 2 leather chairs, 2
 — 2 drawer file cabinets, 3 — 3 drawer file cabinets, 1 — 2 drawer lateral file cabinet, 1
plotter, 1 — 60X20 table, 1 — 36X24 table.
	 
	26.	 	Conference Room: 1 conference redwood table, 10 leather chairs, 2 — 2 door redwood
cabinet, 1 dry erase board with wooden doors.
	 
	27.	 	(Accounting Department): 6 cloth chairs, 3 — 2 drawer file cabinets, 6 — 3 drawer
file cabinets, 7 — 2 drawer lateral file cabinets, 1 — 4 shelf metal bookcase, 3 — 5 shelf
bookcases, 7 — 5 drawer lateral file cabinets, 5 overheads, 6 guest chairs, 1 — 6X4 dry erase
board, 1 safe. The following furniture pieces are faux wood top. 5 — 3 piece “L” shaped desks,
1 — 1 piece desk, 1 — 4 piece “U” shaped desk, 1 round table.





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