a10822statelinejamnd2tol






SECOND AMENDMENT TO INDUSTRIAL LEASE  THIS AMENDMENT is made as of the Amendment Date (as hereinafter defined)  by and between STATELINE J, LLC, a Delaware limited liability company  ("Landlord") and PRIORITY FULFILLMENT SERVICES, INC., a Delaware  corporation ("Tenant").  RECITALS  Landlord and Tenant have previously entered into that certain Industrial Lease  Agreement dated March 18, 2016, as amended by First Amendment to Industrial Lease  (the "First Amendment") (as amended, the "Lease") for the lease of space at 1620  Stateline Road (Suite 101), Southaven, Mississippi 38671 (the "Premises") located  within Stateline Business Park, DeSoto County, Mississippi.  Landlord and Tenant desire to amend the Lease as hereinafter set forth.  NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars  ($10.00) and other good and valuable consideration in hand paid by each party hereto to  the other, the receipt and sufficiency of which are hereby acknowledged, the parties  hereto do hereby agree as follows:  1. Capitalized Terms. All capitalized terms used herein but undefined shall have the meaning as defined in the Lease.  2. Early Expansion. Tenant has elected to cause the Early Expansion ( defined in Special Stipulation Number 3 of the original Lease, the "Early Expansion  Stipulation") with respect to the entire 129,600 square foot Expansion Space. The  effective date of the Early Expansion shall be September 5, 2016 (the "Early Expansion  Effective Date").  4. Confirmation of Dates. Landlord and Tenant hereby confirm that the Lease Commencement Date occurred on May 11, 2016 and the Base Rent  Commencement Date is August 11, 2016. The First Lease Year runs from May 11, 2016  through May 31, 2017.  5. Base Rent. Pursuant to the Early Expansion Stipulation, in order to account for the Early Expansion, Annual Base Rent is to increase by an amount equal to  $426,384.00 ($3.29 x 129,600 sf) during the period between September 5, 2016 (the  Early Expansion Effective Date) and June 1, 2017 (the first day of the second Lease  Year, the date on which the Expansion would have occurred if not for the Early  Expansion). Therefore, Monthly Base Rent installments for the First Lease Year are  hereby modified to be the following ( and Section 1 ( d) and .GD_ of the original Lease and  First Amendment are so modified):  LEGAL02/36556123v 1  





 






Period Monthly Base Rent  5/11/2016 - 8/10/2016: $0.00  8/11/2016 - 9/4/2016: $39,973.50 (plus the prorated amount for  any Fractional Month)  9/5/2016- 5/31/2017: $76,679.50  The Base Rent amounts for periods following the First Lease Year remain unmodified  from the amounts set forth in the rent schedule provided in the First Amendment.  6. Brokers. (a) Representation/Warranty. Landlord and Tenant each represents and warrants to the other that neither party has engaged or had any conversations or  negotiations with any broker, finder or other third party concerning the matters set forth  in this Amendment who would be entitled to any commission or fee based on the  execution of this Amendment.  (b) Indemnity. Landlord and Tenant each hereby indemnifies the other against and from any claims for any brokerage commissions and all costs, expenses  and liabilities in connection therewith, including, without limitation, reasonable attorneys'  fees and expenses, for any breach of the foregoing.  ( c) Survival. The indemnity set forth in subsection (b) above shall survive the termination of the Lease for any reason.  7. No Further Concessions. Except as expressly provided herein, no free rent, moving allowances, tenant improvement allowances or other such financial  concessions contained in the Lease shall apply to the Term as extended hereby.  8. Amendment Date. For purposes of this Amendment, the term  "Amendment Date" shall mean the date upon which this Amendment is signed by  Landlord or Tenant, whichever is later.  9. Ratification of Lease. Except as amended hereby, the Lease shall be and remain in full force and effect and unchanged. As amended hereby, the Lease is hereby  ratified and confirmed by Landlord and Tenant.  10. Inconsistencies. To the extent the terms hereof are inconsistent with the terms of the Lease, the terms hereof shall control.  11. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, when taken  - 2 - LEGAL02/36556123v I  





 






together, shall constitute one and the same instrument. Delivery of a pdf or other  electronic counterpart of this Amendment executed by a party hereto shall be deemed to  constitute delivery of an original hereof executed by such party.  [signatures on next page J  - 3 - LEGAL02/36556123v I  





 






IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be  executed and sealed as of the Amendment Date.  Date:_- - Date:  LEGAL02/36556 I 23v I  LANDLORD:  ST A TELINE J, LLC, a Delaware limited  liability By:  N_ame:   Title:   TENANT:  PRIORITY FULFILLMENT SERVICES, INC.,  a Delaware corporation  Name:   Title:  - 4 - 





 






[GUARANTOR]  The capitalized terms of this Consent shall have the meaning as defined in the  Amendment to which this Consent is attached (the "Second Amendment"), unless  otherwise defined. The undersigned, being the Guarantor of the Lease under that ce1iain  Guaranty dated March 21, 2016 from Guarantor to Stateline J, LLC, hereby consents to  the Second Amendment, and acknowledges and reaffirms that the Guaranty is in full  force and effect as it relates to the Lease, as amended by the Second Amendment.  LEGAL02/36556 I 23v I  GUARANTOR:  PFSW corporation  By:  [CORPORATE SEAL]  - 5 -