a10891priorityfulfillmen






DocuSign Envelope ID: A20E6B39-1EBA-4D60-A113-6BFC6CD55D94         FIRST AMENDMENT TO LEASE AGREEMENT    THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of   May 3, 2021 (the "Effective Date"), by and between ProLogis Texas II (2) LLC, a Delaware limited  liability company (“Landlord”), and Priority Fulfillment Services, Inc., a Delaware corporation (“Tenant”).    W I T N E S S E T H:    WHEREAS, Landlord and Tenant have entered into a Lease dated July 17, 2020, pursuant to which  Landlord leased to Tenant certain premises consisting of approximately 57,400 square feet located at 9250  N. Royal Lane, Irving, TX 75063 (the “Original Premises”), such lease, as heretofore modified, being herein  referred to as the “Lease”.    WHEREAS, Landlord and Tenant desire to modify the Lease on the terms and conditions set forth  below.    A G R E E M E N T:    NOW THEREFORE, in consideration of the Premises and the mutual covenants hereinafter  contained, the parties hereto agree as follows:    1. Effective on May 1, 2021 (the “First Expansion Commencement Date”), the Premises under the  Lease shall be amended to include that portion of the Building containing approximately 28,700  rentable square feet as shown on Exhibit A attached hereto (the “First Expansion Premises”)  such that thereafter, subject to the provisions herein, the Premises under the Lease shall consist  of a total of approximately 86,100 rentable square feet. Except for and subject to Substantial  Completion of those First Amendment Improvements applicable to the First Expansion  Premises described in Exhibit B attached hereto and made a part hereof, Tenant shall accept  the First Expansion Premises in its “as-is” condition as of the First Expansion Commencement  Date. All of the terms and conditions of the Lease shall apply to the First Expansion Premises  effective on the First Expansion Commencement Date. Effective on the First Expansion  Commencement Date, Tenant’s Proportionate Share of Taxes shall be automatically amended  to 75.00%.    2. Effective on June 1, 2021 (the “Second Expansion Commencement Date”), the Premises under  the Lease shall be amended to include that portion of the Building containing approximately  28,700 rentable square feet as shown on Exhibit A attached hereto (the “Second Expansion  Premises”) such that thereafter, subject to the provisions herein, the Premises under the Lease  shall consist of a total of approximately 114,800 rentable square feet. Except for and subject to  Substantial Completion of those First Amendment Improvements applicable to the Second  Expansion Premises defined in Exhibit B below, Tenant shall accept the Second Expansion  Premises in its “as-is” condition as of the Second Expansion Commencement Date. All of the  terms and conditions of the Lease shall apply to the Second Expansion Premises effective on  the Second Expansion Commencement Date. Effective on the Second Expansion  Commencement Date, Tenant’s Proportionate Share of Taxes shall be automatically amended  to 100.00%.    3. Tenant acknowledges that as of the date of this Amendment, the Second Expansion Premises  





 






DocuSign Envelope ID: A20E6B39-1EBA-4D60-A113-6BFC6CD55D94         are occupied by an existing tenant (the “Existing Tenant”). Tenant acknowledges and agrees  that Landlord shall not deliver possession of the Second Expansion Premises to Tenant until  Landlord has obtained lawful possession of the Second Expansion Premises from the Existing  Tenant. In the event the Existing Tenant does not vacate the Second Expansion Premises before  the Second Expansion Commencement Date, then the Second Expansion Commencement Date  of this Amendment shall be delayed one day for every day of delay beyond the Commencement  Date until such date as Landlord obtains lawful possession of the Second Expansion Premises  from the Existing Tenant and has completed the First Amendment Improvements defined in  Exhibit B.    4. Effective on the First Expansion Commencement Date or the Second Expansion  Commencement Date, as applicable, the Monthly Base Rent, Monthly Fixed Operating Expenses  (“Monthly FOE”), Annual Fixed Operating Expenses Increase (“Annual FOE Increase”), and  Estimated Monthly Taxes for the Premises shall be as follows through the Lease Term:    Monthly Base Rent for the Premises:        Period    Original  Premises  Monthly  Base Rent  First  Expansion  Premises  Monthly  Base Rent  Second  Expansion  Premises  Monthly  Base Rent  Total  Premises  Monthly  Base Rent  (less abated  amounts)  05/01/2021 through 05/31/2021 USD$31,091.67 *USD$15,545.84 N/A USD$31,091.67  06/01/2021 through 07/31/2021 USD$31,091.67 *USD$15,545.84 *USD$15,545.84 USD$31,091.67  08/01/2021 through 09/30/2021 USD$31,091.67 USD$15,545.84 USD$15,545.84 USD$62,183.35  10/01/2021 through 09/30/2022 USD$32,024.42 USD$16,012.21 USD$16,012.21 USD$64,048.84  10/01/2022 through 09/30/2023 USD$32,985.15 USD$16,492.58 USD$16,492.58 USD$65,970.31  10/01/2023 through 09/30/2024 USD$33,974.70 USD$16,987.35 USD$16,987.35 USD$67,949.40  10/01/2024 through 09/30/2025 USD$34,993.94 USD$17,496.97 USD$17,496.97 USD$69,987.88  10/01/2025 through 12/31/2025 USD$36,043.76 USD$18,021.88 USD$18,021.88 USD$72,087.52  *Monthly Base Rent for the respective Expansion Premises is abated during these periods. Monthly FOE and  Taxes will be due as provided in the Lease during these periods.    Monthly FOE for the Premises:      Original  Premises  Monthly FOE  First  Expansion  Premises  Monthly FOE  Second  Expansion  Premises  Monthly FOE    Total Premises  Monthly FOE  Operating Expenses: USD$4,964.14 USD$2,573.83 USD$2,637.33 USD$10,175.30  Capital Repairs/Replacements: USD$717.50 USD$334.83 USD$382.66 USD$1,434.99  Total Monthly FOE: USD$5,681.64 USD$2,908.66 USD$3,019.99 USD$11,610.29  





 






DocuSign Envelope ID: A20E6B39-1EBA-4D60-A113-6BFC6CD55D94           Estimated Monthly Taxes for the Premises:       Original  Premises  Estimated  Monthly Taxes  First  Expansion  Premises  Estimated  Monthly  Taxes  Second  Expansion  Premises  Estimated  Monthly  Taxes    Total Premises  Estimated  Monthly Taxes  Estimated Monthly Taxes: USD$6,665.00 USD$3,332.50 USD$3,332.50 USD$13,330.00    Annual FOE Increase: 2.40%    5. Except as otherwise expressly provided herein, all defined terms used in this Amendment shall  have the same respective meanings as are provided for such defined terms in the Lease. Tenant  shall pay Taxes, Monthly FOE, and other reimbursable costs as provided in the Lease during the  Lease Term.    6. Landlord shall provide Construction for the First Amendment Improvements as outlined in  Exhibit B attached hereto and made a part hereof.    7. Tenant represents and warrants that it has dealt with no broker, agent or other person in  connection with this transaction and that no broker, agent or other person brought about this  transaction, other than JLL, and Tenant agrees to indemnify and hold Landlord harmless from  and against any claims by any other broker, agent or other person claiming a commission or  other form of compensation by virtue of having dealt with Tenant with regard to this leasing  transaction.    8. Insofar as the specific terms and provisions of this Amendment purport to amend or modify or  are in conflict with the specific terms, provisions and exhibits of the Lease, the terms and  provisions of this Amendment shall govern and control; in all other respects, the terms,  provisions and exhibits of the Lease shall remain unmodified and in full force and effect.    9. Landlord and Tenant hereby agree that (i) this Amendment is incorporated into and made a  part of the Lease, (ii) any and all references to the Lease hereinafter shall include this  Amendment, and (iii) the Lease and all terms, conditions and provisions of the Lease are in full  force and effect as of the date hereof, except as expressly modified and amended hereinabove.    SIGNATURES ON NEXT PAGE  





 






DocuSign Envelope ID: A20E6B39-1EBA-4D60-A113-6BFC6CD55D94           IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the day and year first above  written.    TENANT:    Priority Fulfillment Services, Inc.  a Delaware corporation    By:    LANDLORD:    PROLOGIS TEXAS II (2) LLC  a Delaware limited liability company  By: Authorized Person  By:      Name:   Title:                                                   Name:     Title:   





 






DocuSign Envelope ID: A20E6B39-1EBA-4D60-A113-6BFC6CD55D94               EXHIBIT A: FIRST & SECOND EXPANSION PREMISES SITE PLAN