Document

Exhibit 10.16

FIRST AMENDMENT  TO SUBLEASE
THIS FIRST AMENDMENT  TO SUBLEASE (“First Amendment”) is entered into as of May 23, 2018 (the “First Amendment  Effective Date”), by and between TWITTER, INC., a Delaware corporation (“Sublandlord”), and NERDWALLET, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:
A.    Sublandlord and Subtenant are parties to that certain sublease dated as of October  16, 2016 (the “Sublease”), pursuant to which Sublandlord subleases to Subtenant space (the “Subleased Premises”) currently containing 104,850 rentable square feet (“RSF”) comprised of the entire fourth (4th), fifth (5th) and sixth (6th) floors of the building located at 875 Stevenson  Street  (also  known  as  One  Tenth  Street),  San  Francisco, California (the “Building”).
B.    Subtenant desire  to  surrender a portion of the Premises to Sublandlord containing approximately 34,950 RSF  on the  sixth (6th) floor  of the  Building (the “Reduction Space”) (the Original Premises, less the Reduction  Space,  is referred to herein as the “Remaining Subleased Premises”), and Sublandlord is willing to accept such surrender on the following terms and conditions.
NOW, THEREFORE, in consideration of the above recitals which by this reference are incorporated herein, the mutual covenants and conditions contained herein and other valuable consideration,  the receipt and sufficiency  of which are hereby acknowledged, Sublandlord and Subtenant agree as follows:
1.    Reduction.  Subtenant shall vacate the Reduction Space in accordance with the terms of the Sublease on or prior to May 31, 2018 (the “Reduction Date”) and Subtenant shall fully comply with all obligations under the Sublease respecting the Reduction Space up to the Reduction Date, including, without limitation, those provisions relating to the condition of the Reduction Space and the removal of Subtenant's property from the Reduction Space, and the performance of the restoration obligations described herein.  Effective as of the Reduction Date, the Premises is decreased to 69,900 RSF on the fourth (4th) and fifth (5th) floors of the Building by the elimination of the Reduction Space. As of the Reduction Date, the Reduction Space shall be deemed  surrendered by  Subtenant to  Sublandlord, the Sublease shall  be terminated  with respect to the Reduction Space. If Subtenant shall hold over in the Reduction Space beyond the Reduction Date,  Subtenant shall be  liable for Base Rent,  Additional  Rent and other charges respecting the Reduction Space only as described in Section 16  of the Sublease.  Exhibit A-3 of the Sublease is hereby deleted in its entirety.
2.    Base Rent.  As of the Reduction Date, the schedule of Base Rent contained in the Sublease is deleted, and the following is substituted therefor:
									
	Period
	Annual Rate
PerRSF
	Monthly
Base Rent

	June 1, 2018 - December 31, 2018
	$78.28	$455,981.00
	January 1, 2019 - December 31, 2020
	$80.63	$469,669.75
	January 1, 2020 - December 31, 2020
	$83.05	$483,766.25
	January 1, 2021  - December 31, 2021
	$85.54	$498,270.50


All such Base Rent shall be payable by Subtenant in accordance with the terms of the Sublease.








3.    Additional Consideration.  As additional consideration for this First Amendment,  Subtenant  agrees to  pay  Sublandlord  upon  Subtenant's  execution  of this  First Amendment, the amount of $683,971.20.
4.    Subtenant's Percentage Share.  From and after the Reduction Date, Subtenant's Percentage  Share is decreased to 22.33% (i.e., 69,900/313,063).   Notwithstanding  anything in this First Amendment to the contrary, Subtenant shall remain liable for all year-end adjustments with respect to  Subtenant's Percentage Share of Operating  Costs applicable to the Reduction Space  for  that  portion  of the  calendar  year  2018  preceding  the  Reduction  Date.  Such adjustments shall be paid at the time,  in the manner and otherwise in accordance with the terms of the Sublease, unless otherwise specified herein.
5.    Restoration of Reduction Space.  Sublandlord and Subtenant have conducted joint  walk-throughs  of the  Reduction  Space  in   order  to  determine  the  general  scope  of Subtenant's restoration requirements with respect to the Reduction Space, which are set forth on Exhibit A attached hereto (the “Reduction Space Restoration Requirements”).  Prior to the Reduction  Date,  Subtenant  will  complete the  Reduction  Space Restoration  Requirements,  at Subtenant's sole cost and expense, pursuant to plans approved in advance by Sublandlord and Landlord and in strict accordance with the construction guidelines of Sublandlord and Landlord. Within  three  (3)  days  of  notice   from  Subtenant  that the Reduction Space Restoration Requirements have been completed and are ready for inspection, or if no notice is provided then on May 30, 2018, Subtenant and Sublandlord will conduct a joint walk-through of the Reduction Space in order to catalog deficiencies and/or punch list items in Subtenant's performance of the Reduction Space Restoration Requirements (which may include damage caused by Subtenant in the course of its work  of performing the Reduction Space Restoration  Requirements), which deficiencies and/or punch list items will be set forth in writing,  and will be completed diligently and in good faith by Subtenant promptly following the preparation of such catalog.
6.    Furniture.  Subtenant shall surrender,  on the Reduction Date, the furniture listed on pages F-11  through F-15 of Exhibit F attached to the Sublease (the “Sixth Floor Furniture”); accordingly, Exhibit F of the Sublease is hereby amended to delete pages F-11  through F-15. Subtenant  has  previously  removed  and  stored  some  of the  Sixth  Floor  Furniture  from  the Reduction  Space  (such  items  being  referred  to  herein  as  the “Warehoused  Furniture”); Subtenant will return the Warehoused Furniture prior to the Reduction Date.   Within three (3) days of notice from  Subtenant that the Sixth Floor Furniture is ready for inspection,  or if no notice is provided then on May 30, 2018,  Sublandlord and Subtenant will conduct a joint walk-through of the Reduction Space in order to inventory items of damage or disrepair with respect to the  portion  of the  Sixth  Floor  Furniture  currently  located  in  the  Reduction  Space  and  the Warehoused Furniture to determine whether the  Sixth Floor Furniture has been  installed  and assembled in a manner which will allow Sub landlord to commence use of the same.   Subtenant agrees to  remedy any such  items  of damage or  improper/incomplete  installation  prior to the Reduction Date.
7.    Transfer of Furniture.  In consideration of a purchase price of $26,700.00 to be paid by Sublandlord to Subtenant,  Subtenant shall convey to Sublandlord on the Reduction Date, title  to  the  furniture  owned  by  Subtenant  and  located  in  the  Reduction  Space,  in  its  as-is condition as of the First Amendment Effective  Date, as described in more particular detail in Schedule 1 of the bill of sale attached hereto as Exhibit B (the “Bill of Sale”) (the “Furniture”).  In connection with such transfer of the Furniture, Subtenant shall execute the Bill of Sale.
8.    Failure to Timely Complete Work.  If Subtenant fails to complete the Reduction Space  Restoration  Requirements,   inclusive  of the  completion   of  all  work  required  to  be performed by Subtenant pursuant to the provisions of Section 6 above, provided that Subtenant is diligently and 
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continuously  completing  such work, then  Subtenant's continued presence  in the Reduction Space for the sole purpose of completing such work will not be deemed a holdover for the purposes of Section 16 of the Sublease, but rather (a) Subtenant will continue to pay Rent for the Reduction Space at the rate payable immediately preceding the  scheduled Reduction  Date, calculated  on  a  per  diem  basis,  until  all  of Subtenant's  obligations  hereunder  have  been completed, and (b) Subtenant will coordinate its presence within the Reduction Space with Sublandlord  in  order  to minimize  interference with  Sublandlord's  personnel,  contractors  and vendors who are fitting out the Reduction Space for Sublandlord's use, and each party agrees to use  reasonable  efforts  to  minimize  interference  with  the  other  party's  work  in  connection therewith.
9.    Letter of Credit.  Subject to the satisfaction of Subtenant's obligations under this First Amendment,  Section 4(a) of the Sublease is hereby amended to reduce the Letter of Credit Amount  set forth therein  in proportion  to the reduction  in  the size of the Subleased Premises, such that from and after the Reduction Date the Letter of Credit Amount shall be $2,656,200.00. Such reduction  in the Letter of Credit Amount  shall be accomplished  by Subtenant providing Sublandlord with a substitute Letter of Credit or amendment  thereto  in the reduced amount,  in either case in form and substance reasonably satisfactory to Sublandlord.   If Subtenant elects to deliver a substitute Letter of Credit, then upon such delivery,  Sublandlord  shall, at no cost to Sublandlord, return the then-existing Letter of Credit to Subtenant and will agree to execute such reasonable correspondence as may be reasonably required by the issuing bank to cause the termination  of such prior Letter of Credit.  If Subtenant elects to deliver an amendment to the existing  Letter  of Credit,  Sublandlord  will  execute  such  amendment  and  return  the  same  to Subtenant or to the Issuing Bank, at Subtenant's direction.
10.    Representations.  Each party represents to the other that  it  has full power and authority to execute this First Amendment. Subtenant represents that it has not made any assignment,  sublease,  transfer,  conveyance  of the  Sublease  or any  interest  therein  or  in the Reduction  Space and further represents  that there  is  not and will  not hereafter  be any claim, demand, obligation, liability,  action or cause of action by any other party respecting,  relating to or arising  out of the Reduction  Space, and  Subtenant  agrees to indemnify  and hold harmless Sublandlord from all liabilities, expenses, claims, demands, judgments, damages or costs arising from any of the same, including without limitation, attorneys'  fees.   Subtenant acknowledges that Sublandlord will be relying on this First Amendment  in entering  into leases for the Reduction Space with other parties.
11.    Release.  As of the Reduction Date and subject to the performance of the terms and conditions of this First Amendment and any provisions of the Sublease that expressly survive termination,  Sublandlord and Subtenant  hereby release each other from any and all obligations, demands, liabilities, actions, and causes of action respecting or relating in any way to the Sublease with respect to the Reduction Space only.
12.    Miscellaneous.
(a)    This First Amendment and the attached exhibits, which are hereby incorporated into  and made a part of this First Amendment,  set forth the entire agreement between the parties with respect to the matters set forth herein.   There have been no additional oral or written representations or agreements.
(b)    Except as herein modified or amended, the provisions, conditions and terms of the Sublease shall remain unchanged and in full force and effect.
(c)    In the case of any inconsistency  between the provisions of the Sublease and this First Amendment, the provisions of this First Amendment shall govern and control.
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(d)    Submission of this First Amendment by Sublandlord is not an offer to enter into this First Amendment.  Sublandlord and Subtenant will not be bound by this First Amendment  until  Sublandlord  and  Subtenant have each executed and  delivered this  First Amendment to each other.
(e)    Capitalized  terms used  in this First Amendment shall have the  same definitions as set forth in the Sublease to the extent that such capitalized terms are defined therein and not redefined in this First Amendment.
(f)    Subtenant hereby represents to Sublandlord that Subtenant has dealt with no broker in connection with this First Amendment, other than Jones Lang LaSalle (“Subtenant’s Broker”).  Subtenant agrees to defend, indemnify and hold Sublandlord harmless from all claims of any brokers, other than Subtenant's Broker, claiming to have represented Subtenant in connection with this First Amendment. Sublandlord hereby represents to Subtenant that Sublandlord has dealt with no broker in connection with this First Amendment, other than CRESA Global, Inc.  Sublandlord agrees to defend, indemnify and hold Subtenant harmless from all claims of any brokers claiming to have represented Sublandlord in connection with this First Amendment.
(g)    Each signatory of this First Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.
(h)    Subtenant  represents  and  warrants to Sublandlord  that  Subtenant  is currently in compliance with and shall at all times through and including the Termination Date (including any extension thereof), remain  in  compliance with the regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC's  Specially  Designated and Blocked Persons List) and any statute,  executive order (including the  September 24,  2001,  Executive  Order  Blocking  Property  and  Prohibiting Transactions with Persons Who Commit, Threaten to Commit,  or Support Terrorism), or other governmental action relating thereto.
(i)    This First Amendment may be executed in multiple counterparts each of which  is  deemed an original but together constitute one and the same  instrument. This First Amendment may be executed in "pdf format and each party has the right to rely upon a pdf counterpart of this First Amendment signed by the other party to the same extent as if such party had received an original counterpart.
(j)    This  First  Amendment  is  expressly  subject   to  the  procurement  by Sublandlord of Landlord's consent to this First Amendment.   Promptly following the mutual execution and delivery of this First Amendment,  Sublandlord will submit this First Amendment to  Landlord for its  consent,  and Sublandlord and Subtenant will diligently cooperate  in  good faith to obtain Landlord's consent hereto.
[SIGNATURES ARE ON FOLLOWING  PAGE]
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IN WITNESS WHEREOF, Sublandlord and Subtenant have duly executed this First Amendment as of the First Amendment Effective Date.
															
	SUBLANDLORD:
	
		
	TWITTER, INC.,
a Delaware corporation
	
					
	By:	/s/ Ned Segal	
	Name:	NED SEGAL	
	Title:	CHIEF FINANCIAL OFFICER	


												
	SUBTENANT: 
	
				
	NERDWALLET, INC.,
a Delaware corporation
	
				
	By:	/s/ Tem Chen	
	Print Name:	Tem Chen	
	Its:	CEO	


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EXHIBIT A
Reduction  Space Restoration  Requirements
•    Return the Sixth Floor Furniture to the Reduction Space.
•    Return all pendant lights removed from the lounges located in the Reduction Space.
•    Remove equipment from the IDF room on the sixth (6th) floor and label the cabling associated therewith.
•    Disengage the portion of the Stairwell Security System (as defined in Section 5(g) of the Original Sublease) connected to the Reduction Space.
•    Remove wood feature shelves in hallway and patch wall to match existing walls in the Reduction Space.
•    Replace bulbs in track lighting in the Reduction Space.
•    Remove speakers in men's and women's restrooms; remove and patch/paint ceiling.
•    Remove vinyl letters and graphics from conference rooms in the Reduction Space.
•    Remove post-it white board vinyl and patch/paint, as determined by Sublandlord.
•    Paint and restore the two (2) branded feature walls to the original condition as of the Commencement Date of the Sublease.
•    Remove wallpaper and paint over the two (2) wallpapered feature walls in order to restore walls to the original condition as ofthe Commencement Date of the Sublease.
•     Reimburse Sublandlord for the reasonable and mutually agreed upon cost to replace and reinstall carpeting in the Reduction Space where the same was removed for polished concrete.
•    Repair lighting in two (2) booths where Lutron lights are not working.
•    Remove Nerdwallet-installed  DAS equipment and patch/paint ceiling.
•    Patch and paint the walls in the Reduction Space, as determined by Sublandlord.
•    Reinstall 296 Knoll monitor arms.