Q22015Exhibit103




FIRST AMENDMENT TO AGREEMENT OF LEASE
THIS FIRST AMENDMENT TO AGREEMENT OF LEASE (this “Amendment”) is entered into this 1st day of June, 2015 (the “Effective Date”) by and between WPT CREEKSIDE PARKWAY, LP, a Delaware limited partnership (“Landlord”) and ZULILY, INC., a Delaware corporation (“Tenant”). 
RECITALS:
A.    Landlord, as successor-in-interest to KTR Ohio LLC, and Tenant have entered into that certain Agreement of Lease dated November 30, 2011 (the “Lease”) for certain premises consisting of approximately 737,471 rentable square feet (the “Premises”) in the building located at 3051 Creekside Parkway, Obetz, Ohio (the “Building”). 
B.    Landlord has succeeded to all interests of KTR Ohio LLC as the “Landlord” under the Lease.  
C.    Tenant has notified Landlord that it wishes to install thirty-six (36) heating, venting and air-conditioning (“HVAC”) rooftop units (“RTU”) on the roof of the Building, and Landlord and Tenant desire to amend the Lease on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows:
1.    Definitions; Integration of Amendment and Lease.  Unless the context requires otherwise, any capitalized term used but not defined herein shall have its respective meaning as set forth in the Lease. This Amendment and the Lease shall be deemed to be, for all purposes, one instrument. In the event of any conflict between the terms and provisions of this Amendment and the terms and provisions of the Lease, the terms and provisions of this Amendment shall, in all instances, control and prevail. The Lease as amended by this Amendment is hereinafter referred to as the “Lease”. 
2.    HVAC Unit Alterations.   Tenant has requested Landlord’s consent to install thirty-six (36) HVAC rooftop units, which consent is required pursuant to the terms and conditions of the Lease. The specifications of Tenant’s proposed HVAC unit installation are more particularly described in the architectural drawings prepared by DK Arch dated May 4, 2015, and the RTU layout plan prepared by Jezerinac Geers dated May 1, 2015, both of which are attached to this letter as Exhibit A (collectively, the “HVAC Units Drawings”). Subject to the terms and condition of this Amendment, Landlord consents to Tenant’s installation of the proposed HVAC rooftop units, as such rooftop units and installation are described in the HVAC Units Drawings (the “HVAC Unit Alterations”).  If Tenant makes any changes to the HVAC Unit Drawings, Tenant shall be required to obtain Landlord’s approval of such change. Landlord’s consent to the HVAC Unit Alterations is further conditioned on the following:



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(a)    Notwithstanding anything to the contrary contained in the Lease, upon expiration or earlier termination of the Lease, Tenant shall surrender the HVAC Unit Alterations to Landlord free and clear of any encumbrances created by Tenant, and the HVAC Unit Alterations shall become the sole property of Landlord. 
(b)    Tenant shall comply with all other terms and conditions of the Lease concerning its installation of the HVAC Unit Alterations, including without limitation, Sections 8 and 10 of the Lease. 
(c)    Tenant shall provide Landlord copies of full and final lien waivers from the contractors and subcontractors providing services and materials as part of the HVAC Unit Alterations. 
(d)    The HVAC Unit Alterations will be completed at Tenant’s sole cost and expense.
(e)    Tenant shall permit access to the Premises, and the HVAC Unit Alterations shall be subject to inspection, by Landlord and Landlord’s representatives at all times during the period in which the HVAC Unit Alterations are being constructed and installed and following completion of the HVAC Unit Alterations.
(f)    The HVAC Unit Alterations shall be completed in accordance with the roof manufacturer’s specifications and in a manner that does not alter or void the existing roof warranty. 
3.    Repair and Replacement of HVAC Unit Alterations.  At all times following completion of the HVAC Unit Alterations, Tenant shall maintain the HVAC Unit Alterations, at Tenant’s sole cost and expense, in good condition, including completing all needed maintenance, repairs and replacements thereto. For purposes of Landlord’s obligations in the Lease concerning the HVAC Systems (as such term is defined in Section 9.1.2 of the Lease), the HVAC Unit Alterations shall not be considered part of the HVAC Systems that Landlord is required to repair or replace. However, following completion of the HVAC Unit Alterations, Tenant shall include the HVAC Unit Alterations in the HVAC Contract that Tenant maintains on all HVAC units servicing the Property. Landlord will be responsible to repair any damage to the roof or Building, and to remediate any roof or Building leaks, that are believed by Landlord in Landlord’s reasonable opinion to be caused by Tenant’s installation of, or failure to maintain, the HVAC Unit Alterations. Tenant shall reimburse Landlord for the cost of such roof or building repairs and remediation as Additional Rent within thirty (30) days of Landlord providing Tenant with an invoice evidencing such work and the costs thereof. 
4.    Miscellaneous.  Except as modified herein, the Lease and all of the terms and provisions thereof shall remain unmodified, are hereby ratified and are in full force and effect as originally written. The recitals set forth above in this Amendment are hereby incorporated by this reference. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective beneficiaries, successors and assigns.

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5.    Counterparts; Facsimile/Emailed Signatures.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Amendment. Landlord and Tenant agree that the delivery of an executed copy of this Amendment by facsimile or by attachment to an email shall be legal and binding on the transmitting party and shall have the same full force and effect as if an original executed copy of this Amendment has been delivered. 


6.    Notices.  Section 1.16 of the Lease is hereby amended to set forth Landlord’s address for notices to be: 


WPT Creekside Parkway LP
c/o Welsh Property Trust, LLC
4350 Baker Road, Suite 400
Minnetonka, MN 55343
Attn: Asset Manager


With copy to:
Welsh Property Trust, LLC
4350 Baker Road, Suite 400
Minnetonka, MN 55343
Attn: Legal Department
Facsimile: (952) 541-8083


In addition, Section 1.30 of the Lease is hereby amended to set forth Tenant’s address for notices to be:


ZULILY, INC.
2601 Elliott Avenue, Suite 200
Seattle, WA  98121
Attn: Bob Spieth


With a copy to:
ZULILY, INC.
2601 Elliott Avenue, Suite 200
Seattle, WA  98121
Attn: General Counsel
        




[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written.








                                	
			
	 
	 
	LANDLORD:

	 
	 
	 

	 
	 
	WPT CREEKSIDE PARKWAY, LP

	 
	 
	 

	 
	 
	By: WPT Creekside Parkway GP, LLC

	 
	 
	Its: General Partner







	
			
	 
	 
	TENANT:

	 
	 
	 

	 
	 
	ZULILY, INC.





                            
[NOTARY ACKNOWLEDGEMENT FOLLOWS]



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NOTARY ACKNOWLEDGEMENT FOR LANDLORD:


STATE OF MINNESOTA    )
) SS.
COUNTY OF HENNEPIN    )




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