atxhqlease-06






 





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






Exhibit A - Special Provisions.2  EXHIBIT A    SPECIAL PROVISIONS   1. Commencement Date - Upon substantial completion of the Landlord Improvements  disclosed to Tenant, or Tenant’s occupancy of the leased premise to be June 10, 2022.  Tenant shall be allowed to access the leased premises 7 days prior to the Commencement  Date for the purpose of installing cabling, furniture, fixtures and equipment so long as it  does not interfere with construction of Landlord Improvements.   The leased premises shall be delivered by Landlord to Tenant in good, clean and tenantable  condition (with all utilities and items referenced in Paragraph 15 of the Lease in good  working order and condition) and in compliance with all applicable laws and regulations.  2. Rent Schedule    From To Months Base Rent    6/01/2022 9/30/2022 4 $0.00  10/01/2022 5/31/2023 8 $45.00  6/01/2023 5/31/2024 12 $46.24  6/01/2024 5/31/2025 12 $47.51  6/01/2025 5/31/2026 12 $48.82  6/01/2026 5/31/2027 12 $50.16  6/01/2027 9/30/2027 4 $51.54    3. Signage - Tenant shall have the right to no less than 80% of the square footage available  for signage, with Landlord branding subdued to reflect that Phunware is the only tenant in  the Building, per the mutually agreed upon layout depicted in Exhibit A. Any changes to  the final design of the sign shall be mutually agreed upon between Landlord and Tenant  but shall generally reflect the existing color scheme of the Building.  Such signage shall be  at Landlord’s sole cost and expense.   4. Assignment and Subletting - Landlord shall not unreasonably withhold consent to a  sublease of the leased premises or an assignment of the Lease, or unreasonably delay  responding to any request by Tenant for consent by Landlord.  In the event that Tenant  requests Landlord to consent to any assignment or sublease, Landlord shall notify Tenant  in writing of Landlord’s decision with regard to such requested consent within thirty (30)  days after Tenant gives Landlord a written request for such consent.  Any profits from an  assignment/sublease shall be divided equally amongst Landlord and Tenant after Tenant  deducts all marketing expenses (including rental abatement, tenant improvements,  brokerage commissions and advertising expenses).  A change of control of Tenant, directly  or indirectly, will not be deemed to be an assignment of the Lease.  





 






Exhibit A - Special Provisions.2    2  5. Additional Rent - Tenant shall be responsible for its pro-rata share of property taxes,  property, excess liability and general liability insurance, common area maintenance,  administrative fees, (“Additional rent”). These expense reimbursements shall be paid to  Landlord each month in addition to the payment of Base Rent.  Estimated expenses for  2022 are $15.00 per Square Foot + Electrical and Janitorial, which are to be contracted and  paid separately by Tenant.   6. Renewal - Provided no Tenant default occurred and is then continuing for more than 30  days and Tenant is occupying the entire leased premises at the time of such election, Tenant  shall have the right and option to renew the Lease for one (1) additional term of five (5)  years at the then prevailing fair market value rental rates for new leases and renewals of  space in the Austin central submarket of substantially equivalent quality, size, utility and  location of the leased premises for a term comparable to the additional term at the time of  commencement of the additional term, and otherwise on the same terms and conditions  then set forth in the Lease, with not more than 12 months and no less than 6 months prior  written notice to Landlord.    7. Right to Audit - Beginning 1/1/2023 and within two (2) years after the expiration of the  Term, upon five (5) days prior written notice and during normal business hours at  Landlord’s office or such other place as Landlord shall reasonably designate, Tenant shall  be entitled to inspect and examine those books and records of Landlord relating to the  determination of any item of Additional Rent in any calendar year of the Term.  If, after  inspection and examination of such books and records Tenant disputes the amounts of  Additional Rent charged by Landlord to Tenant, Tenant, by written notice to Landlord,  may request an independent audit of such books and records.  All costs and expenses of  the audit shall be paid by the Tenant unless the audit shows that Landlord overstated  Additional Rent by five percent (5%) or more, Landlord shall pay all costs and expenses  of the audit.    8. Parking - Tenant shall rent eighteen (18) unreserved parking spaces in the parking lot  behind the leased premises at $75 /space/month.    9. HVAC - Tenant shall be responsible for HVAC repair and maintenance.  Landlord will  warrant the HVAC for 12 months.  Landlord shall be responsible for any replacement of  HVAC equipment.     10. Tenant Improvements - As-Is. Tenant Improvement design plans to be made available to  Tenant and attached as an exhibit to the lease. Additionally, Tenant shall have the ability,  at Tenant’s cost, to 1) install doors on third floor to make the cubbie holes phone rooms,  2) fence in front and backyard and 3) install an exterior deck at the back of the leased  premises. All additional Tenant work shall be subject to Landlord approval, not to be  reasonably withheld or delayed.  If Tenant elects to move forward with exterior fence  





 






Exhibit A - Special Provisions.2    3  and/or deck installation, The design and materials of the fence and deck shall be mutually  agreed upon by Landlord and Tenant.     Tenant, at Tenant’s sole cost and expense, shall have the right to install a fence around the  perimeter of the Building and install a key card access system to the exterior. Tenant shall  be responsible for design and planning, which shall be in compliance with the City of  Austin’s requirements. Such plans for the fence shall be mutually agreed upon between  Tenant and Landlord. Landlord’s approval for the fence and access system shall not be  unreasonably withheld or delayed.    In addition, Tenant shall have the right to add control and or security systems to the leased  premises, at Tenant’s cost and expense, with prior approval from the Landlord. Such  approval shall not be unreasonably withheld or delayed.     11. Default - Paragraph 20.B of the Lease is amended by replacing “5 days” with “10 days”  and Paragraph 20.C of the Lease is amended by replacing “3 days” with “30 days.”     12. Landlord’s Lien and Security Interest -   Section 23 of the Lease shall be amended to  reflect that in the event of default, Landlord Lien will only apply to Tenant’s furniture,  fixtures and equipment held on premises and explicitly excludes any intellectual property  and/or computer hardware. 





 






Exhibit A - Special Provisions.2    4  EXHIBIT A  PRELIMINARY SIGN DESIGN          





 






Exhibit A - Special Provisions.2    5  EXHIBIT B  TENANT IMPROVEMENT PLANS   





 






Signature Page to Exhibit A - Special Provisions  Signatures    ACCEPTED AND AGREED TO:  TENANT:  By:          Title:         Date:            LANDLORD:    By:          Title:         Date: