Exhibit 10.19


 


PHOENIX BLACKSTONE CENTER LEASE


 


THIS PHOENIX BLACKSTONE
CENTER LEASE (the “Lease”) is executed this 1st day of October, 2013, by and between PHOENIX BLACKSTONE,
LLC, a Georgia limited liability company (“Landlord”), and GREENSKY TRADE CREDIT, LLC, a Georgia limited
liability company (“Tenant”).


 


ARTICLE
1 - LEASE OF PREMISES


 


Section 1.01.  Basic Lease Provisions and Definitions.


 


(a)     Leased
Premises (shown outlined on Exhibit A attached hereto): Suites 100, 120 and 250 within the building known and numbered
as 1777/1797 Northeast Expressway NE, Atlanta Georgia 30329 (the “Building”), located within Phoenix Blackstone Center
(the “Park”).


 


(b)     Rentable
Area: approximately 20,847 square feet (consisting of 10,196 square feet in Suite 100, 1,307 square feet in Suite 120, and 9,344
square feet in Suite 250). Tenant hereby acknowledges that all portions of the Premises are not contiguous.


 


(c)     Tenant’s
Proportionate Share:     16.56%. [20,847 s.f. / 125,880 s.f.]


 


(d)     Minimum
Annual Rent:


 


	 	Commencement Date - April 30, 2014	 	$420,275.52
	 	May 1, 2014 - April 30, 2015	 	$432,883.79
	 	May 1, 2015 - April 30, 2016	 	$445,870.30
	 	May 1, 2016 - April 30, 2017	 	$459,246.41
	 	May 1, 2017 - April 30, 2018	 	$473,023.80


 


(e)     Monthly
Rental Installments:


 


	 	Commencement Date - April 30, 2014	 	$35,022.96
	 	May 1, 2014 - April 30, 2015	 	$36,073.65
	 	May 1, 2015 - April 30, 2016	 	$37,155.86
	 	May 1, 2016 - April 30, 2017	 	$38,270.53
	 	May 1, 2017 - April 30, 2018	 	$39,418.65


 


(f)      Intentionally
omitted.


 


(g)     Commencement
Date: The date of Landlord’s delivery of the entirety of the Leased Premises to Tenant with the Tenant Improvements (as defined
in Exhibit “B-1”) substantially complete.


 


(h)     Lease
Term: For the period of time commencing on the Commencement Date and continuing through April 30, 2018.


 


(i)     Security
Deposit: None



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(j)     Broker(s):
None.


 


(k)    Permitted
Use: General office and related uses, and for no other use or purpose whatsoever.


 


(l)     Address
for notices and payments are as follows:


 


	 	To Landlord:  	
        Phoenix Blackstone LLC


c/o Wiedmayer + Co


1797 Northeast Expressway NE


Management Office


Atlanta, Georgia 30329


Attn: Asset Manager



	 	 	 
	 	with copy to:	
        Arnall Golden Gregory LLP


171 17th Street NW


Suite 2100


Atlanta, Georgia 30363-1031


Attention: Brian R. Smith, Esq.



	 	 	 
	 	To Tenant:	
        Greensky Trade Credit, LLC


1797 Northeast Expressway NE, Suite 100


Atlanta, Georgia 30329





 


(m)   Guarantor(s):
None


 


EXHIBITS


Exhibit A - Leased Premises Outline
Plan


Exhibit B - Tenant Improvements


Exhibit B-1 - Scope of Work


Exhibit C - Letter of Understanding


Exhibit D - Intentionally Omitted


Exhibit E - Rules and Regulations


 


Section 1.02.  Lease of Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Leased Premises, under the
terms and conditions herein, together with a non-exclusive right, in common with others, to use the following (collectively, the
“Common Areas”): the areas of the Building and the underlying land and improvements thereto that are designed for use
in common by all tenants of the Building and their respective employees, agents, customers, invitees and others.


 


ARTICLE
2 - TERM AND POSSESSION


 


Section 2.01.  Term. The Commencement Date and Lease Term shall be as set forth in Sections 1.01(q) and 1.01(h) above.



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Section 2.02.  Construction of Tenant Improvements. Landlord shall construct and install all leasehold improvements to the Leased Premises
(collectively, the “Tenant Improvements”) in accordance with Exhibit B attached hereto and made a part
hereof.


 


Section 2.03.  Surrender of the Premises. Upon the expiration or earlier termination of this Lease, Tenant shall, at its sole cost and
expense, immediately (a) surrender the Leased Premises to Landlord in broom-clean condition and in good order, condition and repair,
(b) remove from the Leased Premises (i) Tenant’s Property (as defined in Section 8.01 below), (ii) all data and communications
wiring and cabling (including above ceiling, below raised floors and behind walls), and (iii) any alterations required to be removed
pursuant to Section 7.03 below, and (c) repair any damage caused by any such removal and restore the Leased Premises to
the condition existing upon the Commencement Date, reasonable wear and tear excepted. All of Tenant’s Property that is not
removed within ten (10) days following Landlord’s written demand therefor shall be conclusively deemed to have been abandoned
and Landlord shall be entitled to dispose of such property at Tenant’s cost without incurring any liability to Tenant. This
Section 2.03 shall survive the expiration or any earlier termination of this Lease.


 


Section 2.04.  Holding Over. If Tenant retains possession of the Leased Premises after the expiration or earlier termination of this Lease,
Tenant shall be a tenant at sufferance at one hundred fifty percent (150%) of the Monthly Rental Installments and Annual Rental
Adjustment (as hereinafter defined) for the Leased Premises in effect upon the date of such expiration or earlier termination,
and otherwise upon the terms, covenants and conditions herein specified, so far as applicable. Acceptance by Landlord of rent after
such expiration or earlier termination shall not result in a renewal of this Lease, nor shall such acceptance create a month-to-month
tenancy. In the event a month-to-month tenancy is created by operation of law, or by written agreement of the parties, either party
shall have the right to terminate such month-to-month tenancy upon thirty (30) days’ prior written notice to the other, whether
or not said notice is given on the rent paying date. This Section 2.04 shall in no way constitute a consent by Landlord
to any holding over by Tenant upon the expiration or earlier termination of this Lease, nor limit Landlord’s remedies in
such event.


 


ARTICLE
3 - RENT


 


Section 3.01.  Minimum Annual Rent. Tenant shall pay to Landlord the Minimum Annual Rent in the Monthly Rental Installments in advance,
without demand, abatement, deduction or offset, on the Commencement Date and on or before the first day of each and every calendar
month thereafter during the Lease Term. The Monthly Rental Installments for partial calendar months shall be prorated. Tenant shall
be responsible for delivering the Monthly Rental Installments to the payment address set forth in Section 1.01(d) above
in accordance with this Section 3.01.


 


Section 3.02.  Annual Rental Adjustment Definitions.


 


Landlord and Tenant
hereby acknowledge and agree that this Lease is a so-called “gross lease” and, except as expressly provided herein
to the contrary, all recurring amounts payable to Landlord hereunder are included in the Minimum Annual Rent set forth in Section
1.1(1) above.



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Section 3.03.  Payment of Additional Rent.


 


(a)     Any
amount required to be paid by Tenant hereunder (in addition to Minimum Annual Rent) and any charges or expenses incurred by Landlord
on behalf of Tenant under the terms of this Lease shall be considered “Additional Rent” payable in the same manner
and upon the same terms and conditions as the Minimum Annual Rent reserved hereunder, except as set forth herein to the contrary.
Any failure on the part of Tenant to pay such Additional Rent when and as the same shall become due
shall entitle Landlord to the remedies available to it for non-payment of Minimum Annual Rent.


 


Section 3.04.  Late Charges. Tenant acknowledges that Landlord shall incur certain additional unanticipated administrative and legal costs
and expenses if Tenant fails to pay timely any payment required hereunder. Therefore, in addition to the other remedies available
to Landlord hereunder, if any payment required to be paid by Tenant to Landlord hereunder shall become overdue, such unpaid amount
shall bear interest from the due date thereof to the date of payment at the lesser of the prime rate of interest,
as reported in the Wall Street Journal (the “Prime Rate”) plus four percent (4%) per annum and the maximum legal rate
of interest.


 


ARTICLE
4 - SECURITY DEPOSIT


 


Intentionally omitted.


 


ARTICLE
5 - OCCUPANCY AND USE


 


Section 5.01.  Use. Tenant shall use the Leased Premises for the Permitted Use and for no other purpose without the prior written consent
of Landlord.


 


Section 5.02.  Covenants of Tenant Regarding Use.


 


(a)     Tenant
shall (i) use and maintain the Leased Premises and conduct its business thereon in a safe, careful, reputable and lawful manner,
(ii) comply with all covenants that encumber the Building and all laws, rules, regulations, orders, ordinances, directions and
requirements of any governmental authority or agency, now in force or which may hereafter be in force, including, without limitation,
those which shall impose upon Landlord or Tenant any duty with respect to or triggered by a change in the use or occupation of,
or any improvement or alteration to, the Leased Premises, and (iii) comply with and obey all reasonable directions, rules and regulations
of Landlord, including without limitation the Building Rules and Regulations attached hereto as Exhibit E and made
a part hereof, as may be modified from time to time by Landlord on reasonable notice to Tenant.


 


(b)     Tenant
shall not do or permit anything to be done in or about the Leased Premises that will in any way cause a nuisance, obstruct or interfere
with the rights of other tenants or occupants of the Building or injure or annoy them. Landlord shall not be responsible to Tenant
for the non-performance by any other tenant or occupant of the Building of any of Landlord’s directions, rules and regulations,
but agrees that any enforcement thereof shall be done uniformly. Tenant shall not overload the floors of the Leased Premises. All
damage to the floor structure or foundation of the Building due to improper positioning or storage of items or materials shall
be repaired by Landlord at the sole expense of Tenant, who shall reimburse



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Landlord immediately
therefor upon demand. Tenant shall not use the Leased Premises, nor allow the Leased Premises to be used, for any purpose or in
any manner that would (i) invalidate any policy of insurance now or hereafter carried by Landlord on the Building, or (ii) increase
the rate of premiums payable on any such insurance policy unless Tenant reimburses Landlord for any increase in premium charged.


 


Section 5.03.  Landlord’s Rights Regarding Use. Without limiting any of Landlord’s rights specified elsewhere in this Lease
(a) Landlord shall have the right at any time, without notice to Tenant, to control, change or otherwise alter the Common Areas
in such manner as it deems necessary or proper, and (b) Landlord, its agents, employees and contractors
and any mortgagee of the Building shall have the right to enter any part of the Leased Premises at reasonable times upon reasonable
notice (except in the event of an emergency where no notice shall be required) for the purposes of examining or inspecting the
same (including, without limitation, testing to confirm Tenant’s compliance with this Lease), showing the same to prospective
purchasers, mortgagees or tenants, and making such repairs, alterations or improvements to the Leased Premises or the Building
as Landlord may deem necessary or desirable. Landlord shall incur no liability to Tenant for such entry, nor shall such entry constitute
an actual or constructive eviction of Tenant or a termination of this Lease, or entitle Tenant to any abatement of rent therefor.


 


ARTICLE
6 - UTILITIES


 


Tenant shall obtain in its own name and
pay directly to the appropriate supplier the cost of all utilities and services serving the Leased Premises. However, if any services
or utilities are jointly metered with other property, Landlord shall make a reasonable determination of Tenant’s proportionate
share of the cost of such utilities and services (at rates that would have been payable if such utilities and services had been
directly billed by the utilities or services providers) and Tenant shall pay such share to Landlord within fifteen (15) days after
receipt of Landlord’s written statement. Landlord shall not be liable in damages or otherwise for any failure or interruption
of any utility or other Building service and no such failure or interruption shall entitle Tenant to terminate this Lease or withhold
sums due hereunder or constitute an actual or constructive eviction of Tenant.


 


ARTICLE
7 - REPAIRS, MAINTENANCE AND ALTERATIONS


 


Section 7.01.  Repair and Maintenance of Building. Landlord shall make all necessary repairs, replacements and maintenance to the roof,
sprinkler systems, exterior walls, foundation, structural frame of the Building and the parking and landscaped areas and other
Common Areas; provided however, to the extent any such repairs, replacements or maintenance are required because of the negligence,
misuse or Default of Tenant, its employees, agents, contractors, customers or invitees, Landlord shall make such repairs at Tenant’s
sole expense.


 


Section 7.02.  Repair and Maintenance of Leased Premises. Tenant shall, at its own cost and expense, maintain the Leased Premises in good
condition, regularly servicing and promptly making all repairs and replacements thereto, including but not limited to the electrical
systems, heating and air conditioning systems, plate glass, floors, windows and doors, dock-doors, levelers, trash compactors,
and plumbing systems. Tenant shall obtain and maintain in effect



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throughout the Lease
Term a preventive maintenance contract on the heating, ventilating and air-conditioning systems and provide Landlord with a copy
thereof. The preventive maintenance contract shall meet or exceed Landlord’s standard maintenance criteria, and shall provide
for the inspection and maintenance of the heating, ventilating and air conditioning system on at least a semi-annual basis.


 


Section 7.03.  Alterations. Tenant shall not permit material alterations in or to the Leased Premises unless and until Landlord has approved
the plans therefor in writing. As a condition of such approval, with respect to any specialty alterations (such as private bathrooms,
raised computer floors, mezzanines, built-in filing systems and other non-standard office installations) Landlord may require Tenant
to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise,
all such alterations shall at Landlord’s option become a part of the realty and the property of Landlord, and shall not be
removed by Tenant. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, regulations and
building codes, in a good and workmanlike manner and of quality equal to or better than the original construction of the Building.
No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises,
and nothing in this Lease shall be construed to constitute Landlord’s consent to the creation of any lien. If any lien is
filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant,
Tenant shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord from
all costs, losses, expenses and attorneys’ fees in connection with any construction or alteration and any related lien. Tenant
agrees that at Landlord’s option, Landlord or a subsidiary or affiliate of Landlord, who shall receive a fee as Landlord’s
construction manager or general contractor, shall perform or cause to be performed all work on any structural or building-system
alterations to the Leased Premises.


 


ARTICLE
8 - INDEMNITY AND INSURANCE


 


Section 8.01.  Release. All of Tenant’s trade fixtures, merchandise, inventory and all other personal property in or about the Leased
Premises, the Building or the Common Areas, which is deemed to include the trade fixtures, merchandise, inventory and personal
property of others located in or about the Leased Premises or Common Areas at the invitation, direction or acquiescence (express
or implied) of Tenant (all of which property shall be referred to herein, collectively, as “Tenant’s Property”),
shall be and remain at Tenant’s sole risk. Landlord shall not be liable to Tenant or to any other person for, and Tenant
hereby releases Landlord from (a) any and all liability for theft or damage to Tenant’s Property which was not caused by
Landlord’s negligence or willful misconduct, and (b) any and all liability for any injury to Tenant or its employees, agents,
contractors, guests and invitees in or about the Leased Premises, the Building or the Common Areas, except to the extent of personal
injury caused directly by the gross negligence or willful misconduct of Landlord, its agents, employees or contractors. Nothing
contained in this Section 8.01 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In
the event of any conflict between the provisions of Section 8.06 below and this Section 8.01, the provisions of Section
8.06 shall prevail. This Section 8.01 shall survive the expiration or earlier termination of this Lease.


 


Section 8.02.  Indemnification by Tenant. Tenant shall protect, defend, indemnify and hold Landlord, its agents, employees and contractors
harmless from and against any and all



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claims, damages, demands,
penalties, costs, liabilities, losses, and expenses (including without limitation reasonable attorneys’ fees and expenses
at the trial and appellate levels) to the extent (a) arising out of or relating to any act, omission, gross negligence, or willful
misconduct of Tenant or Tenant’s agents, employees, contractors, customers or invitees in or about the Leased Premises, the
Building or the Common Areas, (b) arising out of or relating to any of Tenant’s Property, or (c) arising out of any other
act or occurrence within the Leased Premises, in all such cases except to the extent of personal injury (but not property loss
or damage) caused directly by the negligence or willful misconduct of Landlord, its agents, employees or contractors. Nothing contained
in this Section 8.02 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the
event of any conflict between the provisions of Section 8.06 below and this Section 8.02, the provisions of Section
8.06 shall prevail. This Section 8.02 shall survive the expiration or earlier termination of this Lease.


 


Section 8.03.  Indemnification by Landlord. Landlord shall protect, defend, indemnify and hold Tenant, its agents, employees and contractors
harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses and expenses (including without
limitation reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent arising out of or relating
to any act, omission, gross negligence or willful misconduct of Landlord or Landlord’s agents, employees or contractors.
Nothing contained in this Section 8.03 shall limit (or be deemed to limit) the waivers contained in Section 8.06
below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.03, the provisions
of Section 8.06 shall prevail. This Section 8.03 shall survive the expiration or earlier termination of this Lease.


 


Section 8.04.  Tenant’s Insurance. Tenant shall purchase, at its own expense, and keep in force at all times during the Lease Term
the policies of insurance set forth below (collectively, “Tenant’s Policies”). All Tenant’s Policies shall
(a) be issued by an insurance company with a Best’s rating of A or better and otherwise reasonably acceptable to Landlord
and shall be licensed to do business in the state in which the Leased Premises is located; (b) provide for deductible amounts that
are reasonably acceptable to Landlord (and its lender, if applicable); and (c) otherwise be in such form, and include such coverages,
as Landlord may reasonably require. The Tenant’s Policies described in (i) and (ii) below shall (1) provide coverage on an
occurrence basis; (2) name Landlord (and its lender, if applicable) as additional insured; (3) provide coverage, to the extent
insurable, for the indemnity obligations of Tenant under this Lease; (4) contain a separation of insured parties provision; (5)
be primary, not contributing with, and not in excess of, coverage that Landlord may carry; and (6) provide coverage with no exclusion
for a pollution incident arising from a hostile fire. All Tenant’s Policies (or, at Landlord’s option, Certificates
of Insurance and applicable endorsements, including, without limitation, an “Additional Insured-Managers or Landlords of
Premises” endorsement) shall be delivered to Landlord prior to the Commencement Date and renewals thereof shall be delivered
to Landlord’s notice addresses at least 30 days prior to the applicable expiration date of each Tenant’s Policy. In
the event that Tenant fails, at any time or from time to time, to comply with the requirements of the preceding sentence, Landlord
may order such insurance and charge the cost thereof to Tenant, which amount shall be payable by Tenant to Landlord upon demand,
as Additional Rent. Tenant shall give prompt notice to Landlord and Agent of any bodily injury, death, personal injury, advertising
injury or property damage occurring in and about the Property.



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Tenant shall purchase
and maintain, throughout the Term, a Tenant’s Policy(ies) of: (i) commercial general or excess liability insurance, including
personal injury and property damage, in the amount of not less than $2,000,000.00 per; (ii) comprehensive automobile liability
insurance covering Tenant against any personal injuries or deaths of persons and property damage based upon or arising out of the
ownership, use, occupancy or maintenance of a motor vehicle at the Premises and all areas appurtenant thereto in the amount of
not less than $1,000,000, combined single limit; (iii) commercial property insurance covering Tenant’s Property (at its full
replacement cost); (iv) workers’ compensation insurance per the applicable state statutes covering all employees of Tenant;
(v) business interruption insurance with limits not less than an amount equal to one (1) year’s rent due hereunder; and if
Tenant handles, stores or utilizes Hazardous Substances in its business operations, (vi) pollution legal liability insurance.


 


Section 8.05.  Landlord’s Insurance. During the Lease Term, Landlord shall maintain the following types of insurance, in the amounts
specified below (the cost of which shall be included in Operating Expenses):


 


(a)     a
commercial property insurance policy covering the Building (at its full replacement cost), but excluding Tenant’s personal
property; (b) commercial general public liability insurance covering Landlord for claims arising out of liability for bodily injury,
death, personal injury, advertising injury and property damage occurring in and about the Park and/or Building and otherwise resulting
from any acts or omissions of Landlord, its agents and employees; (c) rent loss insurance; and (d) any other insurance coverage
deemed appropriate by Landlord or required by Landlord’s lender. All of the coverages described in (a) through (d) shall
be determined from time to time by Landlord, and in amounts reasonably consistent with other similar properties in the area of
the Building. All insurance maintained by Landlord shall be in addition to and not in lieu of the insurance required to be maintained
by the Tenant.


 


Section 8.06.  Waiver of Subrogation. Notwithstanding anything contained in this Lease to the contrary, Landlord and Tenant hereby waive
any rights each may have against the other on account of any loss of or damage to their respective property, the Leased Premises,
its contents, or other portions of the Building or Common Areas arising from any risk which is required to be insured against by
Sections 8.04(a)(ii) and 8.05(b) above. The special form coverage insurance policies maintained by Landlord and Tenant
as provided in this Lease shall include an endorsement containing an express waiver of any rights of subrogation by the insurance
company against Landlord and Tenant, as applicable.


 


ARTICLE
9 - CASUALTY


 


In the event of total
or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees promptly to restore and
repair same; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be limited to the
reconstruction of such of the leasehold improvements to the condition existing prior to Tenant’s occupancy of the applicable
portion of the Leased Premises. Rent shall proportionately abate during the time that the Leased Premises or part thereof are unusable
because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired
or rebuilt within two hundred ten (210) days from the casualty date; or (b)



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destroyed by a casualty that is not covered
by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto
or are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (a) casualty, either Landlord or
Tenant may, or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30) days’ written notice to the other
party, terminate this Lease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent
with the terms of this paragraph.


 


ARTICLE
10 - EMINENT DOMAIN


 


If all or any substantial
part of the Building or Common Areas shall be acquired by the exercise of eminent domain, Landlord may terminate this Lease by
giving written notice to Tenant on or before the date possession thereof is so taken. If all or any part of the Leased Premises
shall be acquired by the exercise of eminent domain so that the Leased Premises shall become impractical for Tenant to use for
the Permitted Use, Tenant may terminate this Lease by giving written notice to Landlord as of the date possession thereof is so
taken. All damages awarded shall belong to Landlord; provided, however, that Tenant may claim dislocation damages if such amount
is not subtracted from Landlord’s award.


 


ARTICLE
11 - ASSIGNMENT AND SUBLEASE


 


Section 11.01.  Assignment and Sublease.


 


(a)     Tenant
shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord’s prior written consent. In
the event of any assignment or subletting, Tenant shall remain primarily liable hereunder, and any renewal, extension, expansion,
rights of first offer, rights of first refusal or other rights or options granted to Tenant under this Lease shall be rendered
void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any
of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Any
assignment or sublease consented to by Landlord shall not relieve Tenant (or its assignee) from obtaining Landlord’s consent
to any subsequent assignment or sublease.


 


(b)     By
way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease
if in Landlord’s opinion (i) the Leased Premises are or may be in any way materially and adversely affected so as to reduce
the value thereof; (ii) the business reputation of the proposed assignee or subtenant is reasonably unacceptable and will materially
and adversely diminish the value of the Building; (iii) the financial worth of the proposed assignee or subtenant is reasonably
insufficient to meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a current tenant at the Park or
is a bona-fide third-party prospective tenant. Landlord further expressly reserves the right to refuse to give its consent to any
subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building.


 


(c)     If
Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of the rent payable under this
Lease, following Tenant’s recoupment of its reasonable and actual costs associated therewith (such as commissions, legal
fees and build-out



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costs) Tenant shall pay
to Landlord fifty percent (50%) of any such excess rental upon receipt. Tenant agrees to pay Landlord $750.00 upon demand by Landlord
for reasonable accounting and attorneys’ fees incurred in conjunction with the processing and documentation of any requested
assignment, subletting or any other hypothecation of this Lease or Tenant’s interest in and to the Leased Premises as a condition
to Landlord processing Tenant’s request.


 


Section 11.02.  Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have
the right, without Landlord’s consent, but upon not less than ten (10) days’ prior notice to Landlord, to (a) sublet
all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or
is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which
controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which
Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any
public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, provided that
in the event of a transfer pursuant to clause (b), the tangible net worth of Tenant’s successor entity after any such transaction
is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes
all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a “Permitted Transferee”).
For the purpose of this Article 11 (i) “control” shall mean ownership of not less than fifty percent (50%) of
all voting stock or legal and equitable interest in such corporation or entity, and (ii) “tangible net worth” shall
mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and
trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph
is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally
avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a
bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger,
consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the
assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that
requires Landlord’s prior written consent pursuant to Section 11.01 above.


 


ARTICLE
12 - TRANSFERS BY LANDLORD


 


Section 12.01.  Sale of the Building. Landlord shall have the right to sell the Building at any time during the Lease Term, subject only
to the rights of Tenant hereunder; and such sale shall operate to release Landlord from liability hereunder after the date of such
conveyance.


 


Section 12.02.  Estoppel Certificate. Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and
deliver to Landlord, without cost to Landlord, an estoppel certificate in such form as Landlord may reasonably request certifying
(a) that this Lease is in full force and effect and unmodified or stating the nature of any modification, (b) the date to which
rent has been paid, (c) that there are not, to Tenant’s knowledge, any uncured Defaults or specifying such Defaults if any
are claimed, and (d) any other matters or state of facts reasonably required respecting the Lease. Such estoppel may be relied
upon by Landlord and by any purchaser or mortgagee of the Building.



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Section 12.03.  Subordination. Landlord shall have the right to subordinate this Lease to any mortgage, deed to secure debt, ground lease,
deed of trust or other instrument in the nature thereof, and any amendments or modifications thereto (collectively, a “Mortgage”)
presently existing or hereafter encumbering the Building by so declaring in such Mortgage. Within ten (10) days following receipt
of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any instrument that Landlord deems
reasonably necessary or desirable to confirm the subordination of this Lease.


 


ARTICLE
13 - DEFAULT AND REMEDY


 


Section 13.01.  Default. The occurrence of any of the following shall be a “Default”:


 


(a)     Tenant
fails to pay any Monthly Rental Installments or Additional Rent within five (5) days following Landlord’s written notice
to Tenant that same is past-due; provided, however, in no event shall Landlord be required to give the foregoing notice on more
than two (2) occasions in any twelve (12) month period.


 


(b)     Tenant
fails to perform or observe any other term, condition, covenant or obligation required under this Lease for a period of fifteen
(15) days after written notice thereof from Landlord; provided, however, that if the nature of Tenant’s Default is such that
more than fifteen (15) days are reasonably required to cure, then Tenant shall have such additional
time to cure such Default as is reasonably necessary under the circumstances in question, provided that Tenant commences such curative
efforts as soon as is reasonably practical within said initial fifteen (15) day period and thereafter diligently completes the
required action within a reasonable time (not to exceed ninety (90) additional days).


 


(c)     Tenant
shall vacate or abandon the Leased Premises, or fail to occupy the Leased Premises or any substantial portion thereof for a period
of thirty (30) days, as evidenced by Tenant’s failure to pay Rent or Tenant’s failure to perform its repair and maintenance
obligations required herein.


 


(d)     Tenant
shall assign or sublet all or a portion of the Leased Premises in contravention of the provisions of Article 11 of this
Lease.


 


(e)     All
or substantially all of Tenant’s assets in the Leased Premises or Tenant’s interest in this Lease are attached or levied
under execution (and Tenant does not discharge the same within sixty (60) days thereafter); a petition in bankruptcy, insolvency
or for reorganization or arrangement is filed by or against Tenant (and Tenant fails to secure a stay or discharge thereof within
sixty (60) days thereafter); Tenant is insolvent and unable to pay its debts as they become due; Tenant makes a general assignment
for the benefit of creditors; Tenant takes the benefit of any insolvency action or law; the appointment of a receiver or trustee
in bankruptcy for Tenant or its assets if such receivership has not been vacated or set aside within thirty (30) days thereafter;
or, dissolution or other termination of Tenant’s corporate charter if Tenant is a corporation.


 


In addition to the Defaults described above,
the parties agree that if Tenant receives written notice of a violation of the performance of the same term or condition of this
Lease three (3) or



    	11



    	



    

more times during any twelve (12) month
period, regardless of whether such violations are ultimately cured, then such conduct shall, at Landlord’s option, represent
a separate Default.


 


Section 13.02.  Remedies. Upon the occurrence of any Default, Landlord shall have the following rights and remedies, in addition to those
stated elsewhere in this Lease and those allowed by law or in equity, any one or more of which may be exercised without further
notice to Tenant:


 


(a)     Landlord
may re-enter the Leased Premises and cure any Default of Tenant, and Tenant shall reimburse Landlord as Additional Rent for any
costs and expenses which Landlord thereby incurs; and Landlord shall not be liable to Tenant for any loss or damage which Tenant
may sustain by reason of Landlord’s action.


 


(b)     Without
terminating this Lease, Landlord may terminate Tenant’s right to possession of the Leased Premises, and thereafter, neither
Tenant nor any person claiming under or through Tenant shall be entitled to possession of the Leased Premises, and Tenant shall
immediately surrender the Leased Premises to Landlord, and Landlord may re-enter the Leased Premises and dispossess Tenant and
any other occupants of the Leased Premises by any lawful means and may remove their effects, without prejudice to any other remedy
that Landlord may have. Upon termination of possession, Landlord may (i) re-let all or any part thereof for a term different from
that which would otherwise have constituted the balance of the Lease Term and for rent and on terms and conditions different from
those contained herein, and if a deficiency exists between the Rent payable herein and the rent payable pursuant to the relating,
Tenant shall be immediately obligated to pay to Landlord an amount equal to the present value (discounted at the Prime Rate) of
the difference between the rent provided for herein and that provided for in any lease covering a subsequent re-letting of the
Leased Premises, for the period which would otherwise have constituted the balance of the Lease Term (the “Accelerated Rent
Difference”), or (ii) without re-letting, declare to be immediately due and payable the difference between the present value
(discounted at the Prime Rate) of all rent which would have been due under this Lease for the balance of the Lease Term to be immediately
due and payable as liquidated damages (the “Accelerated Rent”) and the fair market rental value of the Premises for
the same period of time (the “Fair Market Rental”), as determined by an appraiser selected by Landlord, based upon
recently completed comparable lease transactions in the Building, the Park and the leasing submarket (the Alpharetta submarket)
in which Premises is located (such difference being referred to as the “Accelerated Fair Market Difference”). Upon
termination of possession, Tenant shall be obligated to pay to Landlord (A) the Accelerated Rent Difference or the Accelerated
Fair Market Difference, whichever is applicable, (B) all loss or damage that Landlord may sustain by reason of Tenant’s Default
(“Default Damages”), which shall include, without limitation, expenses of preparing the Leased Premises for re-letting,
demolition, repairs, tenant finish improvements, brokers’ commissions and attorneys’ fees, and (C) all unpaid Minimum
Annual Rent and Additional Rent that accrued prior to the date of termination of possession, plus any interest and late fees due
hereunder (the “Prior Obligations”).


 


(c)     Landlord
may terminate this Lease and declare the Accelerated Rent Difference or the Accelerated Fair Market Difference, whichever is applicable,
to be immediately due and payable, whereupon Tenant shall be obligated to pay to Landlord (i) the Accelerated Rent Difference or
the Accelerated Fair Market Difference, whichever is applicable, (ii) all of



    	12



    	



    

Landlord’s
Default Damages, and (iii) all Prior Obligations. It is expressly agreed and understood that all of Tenant’s
liabilities and obligations set forth in this subsection (c) shall survive termination.


 


(d)     Landlord
and Tenant acknowledge and agree that the payment of the Accelerated Rent Difference or the Accelerated Fair Market Difference
as set above shall not be deemed a penalty or forfeiture, but merely shall constitute payment of liquidated damages, it being understood
that actual damages to Landlord are extremely difficult, if not impossible, to ascertain. Neither the filing of a dispossessory
proceeding nor an eviction of personalty in the Leased Premises shall be deemed to terminate the Lease.


 


(e)     Landlord
may sue for injunctive relief or to recover damages for any loss resulting from the Default.


 


Section 13.03.  Landlord’s Default and Tenant’s Remedies. Landlord shall be in default if it fails to perform any term, condition,
covenant or obligation required under this Lease for a period of thirty (30) days after written notice thereof from Tenant to Landlord;
provided, however, that if the term, condition, covenant or obligation to be performed by Landlord is such that it cannot reasonably
be performed within thirty (30) days, such default shall be deemed to have been cured if Landlord commences such performance within
said thirty-day period and thereafter diligently undertakes to complete the same. Upon the occurrence of any such default, Tenant
may sue for injunctive relief or to recover damages for any loss directly resulting from the breach, but Tenant shall not be entitled
to terminate this Lease or withhold, offset or abate any sums due hereunder.


 


Section 13.04.  Limitation of Landlord’s Liability. IF LANDLORD SHALL FAIL TO PERFORM ANY TERM, CONDITION, COVENANT OR OBLIGATION
REQUIRED TO BE PERFORMED BY IT UNDER THIS LEASE AND IF TENANT SHALL, AS A CONSEQUENCE THEREOF, RECOVER A MONEY JUDGMENT AGAINST
LANDLORD, TENANT AGREES THAT IT SHALL LOOK SOLELY TO LANDLORD’S RIGHT, TITLE AND INTEREST IN AND TO THE BUILDING (AND THE
RENTS AND PROCEEDS DERIVED THEREFROM), NOR OF ANY OWNER, PARTNER, MEMBER OR MANAGER IN OR OF LANDLORD, FOR THE COLLECTION OF SUCH
JUDGMENT; AND TENANT FURTHER AGREES THAT NO OTHER ASSETS OF LANDLORD SHALL BE SUBJECT TO LEVY, EXECUTION OR OTHER PROCESS FOR THE
SATISFACTION OF TENANT’S JUDGMENT.


 


Section 13.05.  Nonwaiver of Defaults. Neither party’s failure or delay in exercising any of its rights or remedies or other provisions
of this Lease shall constitute a waiver thereof or affect its right thereafter to exercise or enforce such right or remedy or other
provision. No waiver of any default shall be deemed to be a waiver of any other default. Landlord’s receipt of less than
the full rent due shall not be construed to be other than a payment on account of rent then due, nor shall any statement on Tenant’s
check or any letter accompanying Tenant’s check be deemed an accord and satisfaction. No act or omission by Landlord or its
employees or agents during the Lease Term shall be deemed an acceptance of a surrender of the Leased Premises, and no agreement
to accept such a surrender shall be valid unless in writing and signed by Landlord.



    	13



    	



    

Section 13.06.  Attorneys’ Fees. If either party defaults in the performance or observance of any of the terms, conditions, covenants
or obligations contained in this Lease and the non-defaulting party obtains a judgment against the defaulting party, then the defaulting
party agrees to reimburse the non-defaulting party for reasonable attorneys’ fees incurred in connection therewith. In addition,
if a monetary Default shall occur and Landlord engages outside counsel to exercise its remedies hereunder, and then Tenant cures
such monetary Default, Tenant shall pay to Landlord, on demand, all expenses incurred by Landlord as a result thereof, including
reasonable attorneys’ fees, court costs and expenses.


 


ARTICLE
14 - LANDLORD’S RIGHT TO RELOCATE TENANT


 


Intentionally omitted.


 


ARTICLE
15 - TENANT’S RESPONSIBILITY REGARDING

ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES


 


Section 15.01.  Environmental Definitions.


 


(a)     “Environmental
Laws” shall mean all present or future federal, state and municipal laws, ordinances, rules and regulations applicable to
the environmental and ecological condition of the Leased Premises, and the rules and regulations of the Federal Environmental Protection
Agency and any other federal, state or municipal agency or governmental board or entity now or hereafter having jurisdiction over
the Leased Premises.


 


(b)     “Hazardous
Substances” shall mean those substances included within the definitions of “hazardous substances,” “hazardous
materials,” “toxic substances” “solid waste” or “infectious waste” under Environmental
Laws and petroleum products.


 


Section 15.02.  Restrictions on Tenant. Tenant shall not cause or permit the use, generation, release, manufacture, refining, production,
processing, storage or disposal of any Hazardous Substances on, under or about the Leased Premises, or the transportation to or
from the Leased Premises of any Hazardous Substances, except as necessary and appropriate for its Permitted Use in which case the
use, storage or disposal of such Hazardous Substances shall be performed in compliance with the Environmental Laws and the highest
standards prevailing in the industry.


 


Section 15.03.  Notices, Affidavits, Etc. Tenant shall immediately (a) notify Landlord of (i) any actual or alleged
violation by Tenant, its employees, agents, representatives, customers, invitees or contractors of any Environmental Laws on, under
or about the Leased Premises, or (ii) the presence or suspected
presence of any Hazardous Substances on, under or about the Leased Premises, and (b) deliver to Landlord any notice received by
Tenant relating to (a)(i) and (a)(ii) above from any source. Tenant shall execute affidavits, representations and the like within
five (5) days of Landlord’s request therefor concerning Tenant’s best knowledge and belief regarding the presence of
any Hazardous Substances on, under or about the Leased Premises.


 


Section 15.04.  Tenant’s Indemnification. Tenant shall indemnify Landlord and Landlord’s managing agent from any and all claims,
losses, liabilities, costs, expenses and damages, including without limitation reasonable attorneys’ fees, costs of testing
and



    	14



    	



    

remediation costs, incurred
by Landlord in connection with any breach by Tenant of its obligations under this Article 15. The covenants and obligations
under this Article 15 shall survive the expiration or earlier termination of this Lease.


 


Section 15.05.  Existing Conditions. Notwithstanding anything contained in this Article 15 to the contrary, Tenant shall not
have any liability to Landlord under this Article 15 resulting from any conditions existing, or events occurring, or any
Hazardous Substances existing or generated, at, in, on, under or in connection with the Leased Premises prior to the Commencement
Date of this Lease (or any earlier access or occupancy of the Leased Premises by, through, or under Tenant, including without limitation
access for construction purposes) except to the extent Tenant exacerbates the same.


 


ARTICLE
16 - MISCELLANEOUS


 


Section 16.01.  Benefit of Landlord and Tenant. This Lease shall inure to the benefit of and be binding upon Landlord and Tenant and their
respective successors and assigns.


 


Section 16.02.  Governing Law. This Lease shall be governed in accordance with the laws of the State where the Building is located.


 


Section 16.03.  Force Majeure. Landlord and Tenant (except with respect to the payment of any monetary obligation) shall be excused for
the period of any delay in the performance of any non-monetary obligation hereunder when such delay is occasioned by causes beyond
its control, including but not limited to work stoppages, boycotts, slowdowns or strikes; shortages of materials, equipment, labor
or energy; unusual weather conditions; or acts or omissions of governmental or political bodies.


 


Section 16.04.  Examination of Lease. Submission of this instrument by Landlord to Tenant for examination or signature does not constitute
an offer by Landlord to lease the Leased Premises. This Lease shall become effective, if at all, only
upon the execution by and delivery to both Landlord and Tenant. Execution and delivery of this Lease by Tenant to Landlord constitutes
an offer to lease the Leased Premises on the terms contained herein.


 


Section 16.05.  Indemnification for Leasing Commissions. The parties hereby represent and warrant that the only real estate brokers involved
in the negotiation and execution of this Lease are the Brokers and that no other party is entitled, as a result of the actions
of the respective party, to a commission or other fee resulting from the execution of this Lease. Each party shall indemnify the
other from any and all liability for the breach of this representation and warranty on its part and shall pay any compensation
to any other broker or person who may be entitled thereto. Landlord shall pay any commissions due Brokers based on this Lease pursuant
to separate agreements between Landlord and Brokers.


 


Section 16.06.  Notices. Any notice required or permitted to be given under this Lease or by law shall be deemed to have been given if it
is written and delivered in person or by overnight courier or mailed by certified mail, postage prepaid, to the party who is to
receive such notice at the address specified in Section 1.01(1). If sent by overnight courier, the notice shall be deemed
to have been given one (1) day after sending. If mailed postage prepaid, the notice shall be



    	15



    	



    

deemed to have been given
on the date that is three (3) business days following mailing. Either party may change its address by giving written notice thereof
to the other party.


 


Section 16.07.  Partial Invalidity; Complete Agreement. If any provision of this Lease shall be held to be invalid, void or unenforceable,
the remaining provisions shall remain in full force and effect. This Lease represents the entire agreement between Landlord and
Tenant covering everything agreed upon or understood in this transaction. There are no oral promises, conditions, representations,
understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof or in effect between
the parties. No change or addition shall be made to this Lease except by a written agreement executed by Landlord and Tenant.


 


Section 16.08.  Financial Information. Intentionally omitted.


 


Section 16.09.  Waiver of Jury Trial. THE LANDLORD AND THE TENANT, TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE TRIAL
BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY ANY PARTY TO THIS LEASE WITH RESPECT TO THIS LEASE, THE LEASED PREMISES, OR ANY
OTHER MATTER RELATED TO THIS LEASE OR THE LEASED PREMISES.


 


Section 16.10.  Representations and Warranties.


 


(a)     Tenant
hereby represents and warrants that (i) Tenant is duly organized, validly existing and in good standing (if applicable) in accordance
with the laws of the State under which it was organized; (ii) Tenant is authorized to do business in the State where the Building
is located; and (iii) the individual(s) executing and delivering this Lease on behalf of Tenant has been properly authorized to
do so, and such execution and delivery shall bind Tenant to its terms.


 


(b)     Landlord
hereby represents and warrants that (i) Landlord is duly organized, validly existing and in good standing (if applicable) in accordance
with the laws of the State under which it was organized; (ii) Landlord is authorized to do business in the State where the Building
is located; and (iii) the individual(s) executing and delivering this Lease on behalf of Landlord has
been properly authorized to do so, and such execution and delivery shall bind Landlord to its terms.


 


Section 16.11.  Signage. Tenant may, at its own expense, erect a sign concerning the business of Tenant that shall be in keeping with the
decor and other signs on the Building and in the Park. All signage (including the signage described in the preceding sentence)
in or about the Leased Premises shall be first approved by Landlord and shall be in compliance with the any codes and recorded
restrictions applicable to the sign or the Building. The location, size and style of all signs shall be approved by Landlord. Tenant
agrees to maintain any sign in good state of repair, and upon expiration of the Lease Term, Tenant agrees to promptly remove such
signs and repair any damage to the Leased Premises.


 


Section 16.12.  Parking. Tenant shall be entitled to the non-exclusive use of the parking spaces designated for the Building by Landlord.
Tenant agrees not to overburden the parking facilities and agrees to cooperate with Landlord and other tenants in the use of the
parking facilities. Landlord reserves the right in its absolute discretion to determine whether parking facilities are becoming
crowded and, in such event, to allocate parking spaces between Tenant



    	16



    	



    

and other tenants. There
will be no assigned parking unless Landlord, in its sole discretion, deems such assigned parking advisable. No vehicle may be repaired
or serviced in the parking area and any vehicle brought into the parking area by Tenant, or any of Tenant’s employees, contractors
or invitees, and deemed abandoned by Landlord will be towed and all costs thereof shall be borne by the Tenant. All driveways,
ingress and egress, and all parking spaces are for the joint use of all tenants. There shall be no parking permitted on any of
the streets or roadways located within the Park. In addition, Tenant agrees that its employees will not park in the spaces designated
visitor parking.


 


Section 16.13.  Time. Time is of the essence of each term and provision of this Lease.


 


Section 16.14.  Consent. Where the consent of a party is required, such consent will not be unreasonably withheld.


 


Section 16.15.  Usufruct. Tenant’s interest in the Leased Premises is a usufruct, not subject to levy and sale, and not assignable
by Tenant except as expressly set forth herein.


 


Section 16.16.  Prior Lease. Notwithstanding anything contained herein to the contrary, Landlord and Tenant hereby acknowledge and agree
that prior to the Commencement Date of this Lease, Tenant’s predecessor-in-interest is occupying the Suite 100 portion of
the Leased Premises pursuant to that certain Office Lease Agreement dated June 18, 2007, as amended by that certain First Amendment
dated March 30, 2011 (collectively, the “Prior Lease”). Tenant hereunder is succeeding to the interest of Tenant’s
predecessor in interest. Landlord and Tenant agree that through the date immediately prior to the Commencement Date of this Lease,
the Prior Lease shall control. As of the occurrence of the Commencement Date, this Lease shall control and the Prior Lease shall
be null and void and of no further force and effect.


 


(SIGNATURES CONTAINED ON FOLLOWING
PAGE)



    	17



    	



    

IN WITNESS WHEREOF,
the parties hereto have executed this Lease as of the day and year first above written.


 


	 	 	LANDLORD:
	 	 	 
	 	 	PHOENIX BLACKSTONE, LLC, a Georgia limited liability company
	 	 	 
	 	By:	Wiedmayer + Co., LLC

 a Georgia limited liability company,

 its Manager


 

	 	By:	/s/ Ryan N. Wiedmayer
	 	 	Ryan N. Wiedmayer


 


[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]



    	18



    	



    

	 	TENANT:
	 	 
	 	GREENSKY TRADE CREDIT, LLC, 

a Georgia limit liability company



 


	 	By:  /s/ Gary A. Meyer

	 	 
	 	Name:  Gary A. Meyer

	 	 
	 	Title:  CFO



 


[CORPORATE SEAL]



    	19



    	



    

FIRST AMENDMENT TO PHOENIX BLACKSTONE
CENTER LEASE


 


This First Amendment
to Phoenix Blackstone Center Lease (this “Amendment”) is made as of this 1st day of September, 2014, by and
between PHOENIX BLACKSTONE, LLC, a Georgia limited liability company (“Landlord”) and GREENSKY TRADE CREDIT, LLC, a Georgia
limited liability company (“Tenant”).


 


RECITALS


 


WHEREAS, Landlord
and Tenant are parties to that certain Phoenix Blackstone Center Lease dated as of October 1, 2013 (the “Lease”) pursuant
to which Tenant leased certain premises consisting of approximately 20,847 square feet located on the first (1st) and
second (2nd) floors of the building located at 1777/1797 Northeast Expressway NE, Atlanta, Georgia 30329 (the “Building”),
which premises are more particularly described in the Lease (the “Original Premises”); and


 


WHEREAS, Landlord
and Tenant desire to enter into this Amendment to, among other things, expand the Original Premises as more particularly set forth
herein.


 


NOW, THEREFORE,
in consideration of the foregoing recitals, which by this reference are hereby incorporated into the body of this Amendment, the
mutual promises set forth below, and other good and valuable consideration, the receipt, sufficiency and fairness of which are
hereby acknowledged, Landlord and Tenant, intending to be legally bound, agree as follows:


 


1.     Definitions.
Any capitalized terms used, but not defined, in this Amendment shall be deemed to have the meanings respectively ascribed to those
terms in the Lease. In the event of any conflict between the terms and provisions of the Lease and those of this Amendment, the
terms and provisions of this Amendment shall control in all events.


 


2.     Expansion
of Premises. Effective as of Landlord’s completion of Landlord’s Work related to the following premises (the “Expansion
Premises Commencement Date”), the Original Premises shall be expanded so as to include: (i) the approximately 1,603 Rentable
Square Feet commonly known as Suite 215 located in the building at 1777 Northeast Expressway NE, Atlanta, Georgia 30329 and shown
on Exhibit “A-1” attached hereto and, by this reference, made a part hereof; and (ii) the approximately 8,602
Rentable Square Feet located in the building at 1797 Northeast Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A-2”
attached hereto and, by this reference, made a part hereof (collectively, the “Expansion Premises”, which shall be known
together with the Original Premises as the “Leased Premises”) in the Building so that, upon the Expansion Premises Commencement
Date, the Rentable Square Feet of the Leased Premises shall, for all purposes under the Lease, be conclusively deemed to be 31,052
Rentable Square Feet.


 


3.     Expansion
Term. The term for the Expansion Premises shall commence on the Expansion Premises Commencement Date and run coterminously
with the Lease Term for the Original Premises, expiring on April 30, 2018 (the “Expansion Premises Expiration Date”).
The period from the Expansion Premises Commencement



    	1



    	



    

Date to the Expansion
Premises Expiration Date shall be known as the “Expansion Term”.


 


4.     Fixed
Minimum Rent for the Leased Premises. Through the day immediately prior to the Expansion Premises Commencement Date, Tenant
shall continue to pay all Minimum Annual Rent and Monthly Rental Installments for the Premises as set forth in the Lease as unamended
hereby. Notwithstanding anything contained in the Lease to the contrary, as of the Expansion Premises Commencement Date, and continuing
through the Lease Term, the Minimum Annual Rent and the Monthly Rental Installments for the Leased Premises (as expanded hereby)
due and payable by Tenant to Landlord under the Lease shall be calculated as follows:


 


	Months	Minimum Annual 

Rent	Monthly Rental Installments
	Expansion Premises Commencement Date — April 30, 2015	$644,788.56	$53,732.38
	May 1, 2015 — April 30, 2016	$664,132.20	$55,344.35
	May 1, 2016 — April 30, 2017	$684,056.16	$57,004.68
	May 1, 2017 — April 30, 2018	$704,577.84	$58,714.82


 


5.     Tenant
Improvements. Landlord, at Landlord’s expense, shall construct and install all leasehold improvements to the Expansion Premises
(the “Tenant Improvements”) in accordance with the Work Letter attached hereto as Exhibit “B” and, by
this reference, made a part hereof. Tenant shall have no obligation with respect to construction or installation of the Tenant
Improvements.


 


Tenant shall have the
right, from and after the date Tenant Improvements have been completed and Tenant has accepted possession of the Expansion Premises,
at its sole cost and expense, to perform electrical fixturing, non-structural and non-mechanical fixturing and other similar work
in and to the Expansion Premises and furnish materials to the Expansion Premises as may be necessary or desirable for the operation
of Tenant’s business therein.


 


6.     Tenant’s
Proportionate Share. Upon the Expansion Premises Commencement Date, Tenant’s Proportionate Share as defined in Section 1.01(c)
of the Lease shall be 24.67%, calculated as 31,052 Rentable Square Feet of the Premises divided by 125,880 Rentable Square Feet
of the Buildings.


 


7.     Miscellaneous.


 


7.1     Entire
Agreement. The Lease, as modified by this Amendment, constitutes the entire understanding between the parties with respect
to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements,
and all prior written agreements,



    	2



    	



    

understandings, letters
of intent and proposals are merged into this Amendment. Except as otherwise expressly provided herein, neither this Amendment nor
any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the
party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only
to the extent set forth in such instrument. The Lease, as modified by this Amendment, is hereby ratified and confirmed by Landlord
and Tenant.


 


7.2     No
Recording. Neither this Amendment nor any memorandum thereof shall be recorded and the act of recording by Tenant shall be
deemed a default by Tenant hereunder.


 


7.3     Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the state in which the Building is located.


 


7.4     Construction
of Agreement. In construing this Amendment, all headings and titles are for the convenience of the parties only and shall not
be considered a part of this Amendment. Whenever required by the context, the singular shall include the plural and the masculine
shall include the feminine and vice versa. This Amendment shall not be construed as if prepared by one of the parties, but rather
according to its fair meaning as a whole, as if both parties had prepared it. All (if any) Exhibits attached hereto are incorporated
in this Amendment by reference thereto.


 


7.5     Indemnification
for Leasing Commissions. Tenant hereby represents and warrants that, other than Wiedmayer Brokerage, LLC (“Landlord’s
Broker”), for Landlord, it has not dealt with any real estate broker in the negotiation and execution of this Amendment and
that no party is entitled, as a result of the actions of Tenant, to a commission or other fee resulting from the execution of this
Amendment. Tenant shall indemnify Landlord from any and all liability for the breach of this representation and shall pay any compensation
to any other broker or person who may be entitled thereto. Landlord shall be responsible for paying any brokerage commissions owed
to Landlord’s Broker related to the execution of this Amendment.


 


7.6     Partial
Invalidity. The provisions of this Amendment shall be deemed independent and severable, and the invalidity or partial invalidity
or enforceability of any one provision shall not affect the validity of enforceability of any other provision hereof.


 


7.7     Counterparts;
Facsimile. This Amendment may be executed in multiple counterparts and shall be valid and binding with the same force and effect
as if all parties had executed the same Amendment. A fully executed facsimile copy of this Amendment shall be effective as an original.


 


[ Signatures to follow ]



    	3



    	



    

IN WITNESS WHEREOF,
the parties executed this Amendment as of the 1st day of September, 2014.


 


	LANDLORD:	 	PHOENIX BLACKSTONE, LLC,
	 	 	a Georgia limited liability company
	 	 	 	 
	 	 	By:	By: Wiedmayer + Co., LLC
	 	 	 	a Georgia limited liability company,

its Manager
	 	 	 	 
	/s/
    Mark Dellarath [sic]	 	By: /s/ Ryan N. Wiedmayer

	Witness	 	Name: Ryan N. Wiedmayer

	 	 	Its: Manager

	/s/ Sheila Atioski [sic]	 	 	 
	Witness	 	 	 
	 	 	 	 
	TENANT:	 	GREENSKY TRADE CREDIT, LLC,
 a Georgia limited liability company
	 	 	 
	/s/ Mark Dellarath [sic]	 	By: /s/ Jacob Crowe



	Witness	 	Name: Jacob Crowe



	 	 	Title: Treasurer



	/s/ Sheila Atioski [sic]	 	 	 
	Witness	 	 	 




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SECOND AMENDMENT TO PHOENIX BLACKSTONE
CENTER LEASE


 


This Second Amendment
to Phoenix Blackstone Center Lease (this “Second Amendment”) is made as of this  2  day of  June  2015,
by and between PHOENIX BLACKSTONE, LLC, a Georgia limited liability company (“Landlord”) and GREENSKY TRADE CREDIT, LLC,
a Georgia limited liability company (“Tenant”).


 


RECITALS


 


WHEREAS, Landlord
and Tenant are parties to that certain Phoenix Blackstone Center Lease dated as of October 1, 2013, as modified by that certain
First Amendment to Phoenix Blackstone Center Lease dated September 1, 2014 (hereinafter, collectively, the “Lease”) pursuant
to which Tenant leases certain premises consisting of approximately 31,052 square feet (as previously expanded) located on the
first (1st) and second (2nd) floors of the building located at 1777/1797 Northeast Expressway NE, Atlanta,
Georgia 30329 (the “Building”), which premises are more particularly described in the Lease (the “Original Premises”);
and


 


WHEREAS, Landlord
and Tenant desire to enter into this Second Amendment to, among other things, further expand the Original Premises as more particularly
set forth herein;


 


NOW, THEREFORE,
in consideration of the foregoing recitals, which by this reference are hereby incorporated into the body of this Second Amendment,
the mutual promises set forth below, and other good and valuable consideration, the receipt, sufficiency and fairness of which
are hereby acknowledged, Landlord and Tenant, intending to be legally bound, agree as follows:


 


8.     Definitions.
Any capitalized terms used, but not defined, in this Second Amendment shall be deemed to have the meanings respectively ascribed
to those terms in the Lease. In the event of any conflict between the terms and provisions of the Lease and those of this Second
Amendment, the terms and provisions of this Second Amendment shall control in all events.


 


9.     Expansion
of Leased Premises. Effective as of December 31, 2014 (the “Target Commencement Date”), the Original Premises shall
be expanded so as to include: (i) the approximately 1,001 Rentable Square Feet commonly known as Suite 112 located on the first
(1st) floor of the building located at 1797 Northeast Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A-1”
attached hereto and, by this reference, made a part hereof; and (ii) the approximately 22,827 Rentable Square Feet located on the
third (3rd) floor of the building located at 1797 Northeast Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A-2”
attached hereto and, by this reference, made a part hereof (collectively, the “Second Expansion Premises”, which shall
be known together with the Original Premises as the “Leased Premises”) in the Building so that, upon the Second Expansion
Premises Commencement Date, the Rentable Area of the Leased Premises shall, for all purposes under the Lease, be conclusively deemed
to be 54,880 Rentable Square Feet.


 


10.    Expansion
Premises Term. The term for the Second Expansion Premises shall run co-terminously with the Lease Term for the Original Premises,
as extended hereby (the “Second Expansion Premises Expiration Date”). The period from the



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Second Expansion Premises
Commencement Date to the Second Expansion Premises Expiration Date shall be known as the “Expansion Term”.


 


11.    Fixed
Minimum Rent for the Leased Premises. Through the day immediately prior to the Second Expansion Premises Commencement Date,
Tenant shall continue to pay all Minimum Annual Rent and Monthly Rental Installments for the Leased Premises as set forth in the
Lease as unamended hereby. Notwithstanding anything contained in the Lease to the contrary, as of the Second Expansion Premises
Commencement Date, and continuing through the Lease Term and the Extended Term, the Minimum Annual Rent and the Monthly Rental
Installments for the Leased Premises (as expanded hereby) due and payable by Tenant to Landlord under the Lease shall be calculated
as follows:


 


	Months	Annual Rent	Monthly

Installments	P.S.F.
	1/1/15	4/30/15	$1,128,353.80	$94,029.48	$20.56
	5/1/16	4/30/16	$1,162,207.62	$96,850.64	$21.18
	5/1/17	4/30/17	$1,197,072.16	$99,756.01	$21.81
	5/1/18	4/30/18	$1,232,985.47	$102,748.79	$22.47


 


12.    Tenant
Improvements. Other than as expressly set forth in the Work Letter attached hereto as Exhibit “B”, Landlord shall
not be required to construct any improvements to the Second Expansion Premises and Tenant shall accept same in its AS-IS, WHERE-IS
condition.


 


13.    INTENTIONALLY
OMITTED.


 


14.    Miscellaneous.


 


14.1     Entire
Agreement. The Lease, as modified by this Second Amendment, constitutes the entire understanding between the parties with respect
to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements,
and all prior written agreements, understandings, letters of intent and proposals are merged into this Second Amendment. Except
as otherwise expressly provided herein, neither this Second Amendment nor any provisions hereof may be waived, modified, amended,
discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification,
amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. The Lease, as modified
by this Second Amendment, is hereby ratified and confirmed by Landlord and Tenant.


 


14.2     No
Recording. Neither this Second Amendment nor any memorandum thereof shall be recorded and the act of recording by Tenant shall
be deemed a default by Tenant hereunder.


 


14.3     Governing
Law. This Second Amendment shall be governed by and construed in accordance with the laws of the state in which the Building
is located.



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14.4     Construction
of Agreement. In construing this Second Amendment, all headings and titles are for the convenience of the parties only and
shall not be considered a part of this Second Amendment. Whenever required by the context, the singular shall include the plural
and the masculine shall include the feminine and vice versa. This Second Amendment shall not be construed as if prepared by one
of the parties, but rather according to its fair meaning as a whole, as if both parties had prepared it. All (if any) Exhibits
attached hereto are incorporated in this Second Amendment by reference thereto.


 


14.5     Indemnification
for Leasing Commissions. Landlord and Tenant hereby represent and warrant to each other that, other than Wiedmayer Brokerage,
LLC (“Landlord’s Broker), for Landlord, neither has dealt with any real estate broker in the negotiation and execution of
this Second Amendment and that no other party is entitled, as a result of the actions of the party making such representation,
to a commission or other fee resulting from the execution of this Second Amendment. Each party shall indemnify the other from any
and all liability for the breach of such party’s representation. Landlord shall be responsible for paying any brokerage commissions
owed to Landlord’s Broker related to the execution of this Second Amendment.


 


14.6     Partial
Invalidity. The provisions of this Second Amendment shall be deemed independent and severable, and the invalidity or partial
invalidity or enforceability of any one provision shall not affect the validity of enforceability of any other provision hereof.


 


14.7     Counterparts;
Facsimile. This Second Amendment may be executed in multiple counterparts and shall be valid and binding with the same force
and effect as if all parties had executed the same Second Amendment. A fully executed facsimile copy of this Second Amendment shall
be effective as an original.


 


[Signatures to follow]



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IN WITNESS WHEREOF,
the parties executed this Second Amendment as of the 2nd day of June, 2015.


 


	LANDLORD:	 	PHOENIX BLACKSTONE, LLC,
 a Georgia limited liability company
	 	 	 
	 	 	By:	By: Wiedmayer + Co., LLC

a Georgia limited liability company,

its Manager
	 	 	 	 
	[Illegible]	 	By: /s/ Ryan N. Wiedmayer

	Witness	 	Name: Ryan N. Wiedmayer

	 	 	Its: Manager

	 	 	 	 
	Witness	 	 	 
	 	 	 	 
	TENANT:	 	GREENSKY TRADE CREDIT, LLC,
 a Georgia limited liability company
	 	 	 
	[Illegible]	 	By: /s/ Robert G. Partlow

	Witness	 	Name: Robert G. Partlow

	 	 	Title: CFO

	 	 	 	 
	Witness	 	 	 




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THIRD AMENDMENT TO PHOENIX BLACKSTONE
CENTER LEASE


 


This Third Amendment
to Phoenix Blackstone Center Lease (this “Third Amendment”) is made as of this 8th day of November,
2016, by and between PHOENIX BLACKSTONE, LLC, a Georgia limited liability company (“Landlord”) and GREENSKY, LLC, a Georgia
limited liability company (“Tenant”).


 


RECITALS


 


WHEREAS, Landlord
and Tenant are parties to that certain Phoenix Blackstone Center Lease dated as of October 1, 2013, as modified by that certain
First Amendment to Phoenix Blackstone Center Lease dated September 1, 2014, and as further modified by that certain Second Amendment
to Phoenix Blackstone Center Lease dated June 2, 2015 (hereinafter, collectively, the “Lease”) pursuant to which Tenant
leases certain premises consisting of approximately 49,413 square feet (as previously expanded) located on the first (1st),
second (2nd) and third (3rd) floors of the building located at 1777/1797 Northeast Expressway NE, Atlanta,
Georgia 30329 (the “Building”), which premises are more particularly described in the Lease (the “Original Premises”);
and


 


WHEREAS, Landlord
and Tenant desire to enter into this Third Amendment to, among other things, further expand the Original Premises as more particularly
set forth herein;


 


NOW, THEREFORE,
in consideration of the foregoing recitals, which by this reference are hereby incorporated into the body of this Third Amendment,
the mutual promises set forth below, and other good and valuable consideration, the receipt, sufficiency and fairness of which
are hereby acknowledged, Landlord and Tenant, intending to be legally bound, agree as follows:


 


15.     Definitions.
Any capitalized terms used, but not defined, in this Third Amendment shall be deemed to have the meanings respectively ascribed
to those terms in the Lease. In the event of any conflict between the terms and provisions of the Lease and those of this Third
Amendment, the terms and provisions of this Third Amendment shall control in all events.


 


16.     Expansion
of Leased Premises. Effective as of the date of “Substantial Completion” of the “Tenant Improvements” (both
as hereinafter defined) (the “Third Expansion Premises Commencement Date”), which is estimated to occur on or about February
1, 2017 (the “Target Commencement Date”), the Original Premises shall be expanded so as to include the approximately
21,287 Rentable Square Feet commonly known as Suite 400 located on the fourth (4th) floor of the building located at 1797 Northeast
Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A” attached hereto and, by this reference, made a
part hereof (the “Third Expansion Premises”, which shall be known together with the Original Premises as the “Leased
Premises”) in the Building so that, upon the Third Expansion Premises Commencement Date, the Rentable Area of the Leased Premises
shall, for all purposes under the Lease, be conclusively deemed to be 70,700 Rentable Square Feet.


 


17.     Expansion
Premises Term. The term for the Third Expansion Premises shall run co-terminously with the Lease Term for the Original Premises,
as extended



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hereby (the “Third
Expansion Premises Expiration Date”). The period from the Third Expansion Premises Commencement Date to the Third Expansion
Premises Expiration Date shall be known as the “Expansion Term”.


 


18.     Extension
of Term. The Term for the Leased Premises, as expanded hereby, shall be extended for a period of time so as to cause the Term
to expire on April 30, 2023 the (“Extended Term”). During the Extended Term, all terms and conditions set forth in the
Lease shall apply, except as expressly modified by this Third Amendment.


 


4.       Fixed
Minimum Rent for the Leased Premises. Through the day immediately prior to the Third Expansion Premises Commencement Date,
Tenant shall continue to pay all Minimum Annual Rent and Monthly Rental Installments for the Leased Premises as set forth in the
Lease as unamended hereby. Notwithstanding anything contained in the Lease to the contrary, as of the Third Expansion Premises
Commencement Date, and continuing through the Lease Term and the Extended Term, the Minimum Annual Rent and the Monthly Rental
Installments for the Leased Premises (as expanded hereby) due and payable by Tenant to Landlord under the Lease shall be calculated
as follows:


 


	Months	Minimum

Annual Rent	Monthly Rental

Installments
	Third Expansion Premises Commencement Date - April 30, 2017	$1,521,555.00	$126,796.25
	May 1, 2017 —April 30, 2018	$1,567,201.65	$130,600.14
	May 1, 2018 —April 30, 2019	$1,614,217.70	$134,518.14
	May 1, 2019 —April 30, 2020	$1,662,644.23	$138,553.69
	May 1, 2020 — April 30, 2021	$1,712,523.56	$142,710.30
	May 1, 2021 —April 30, 2022	$1,763,899.26	$146,991.61
	May 1, 2022 —April 30, 2023	$1,816,816.24	$151,401.35


 


19.     Tenant
Improvements. Other than as expressly set forth in the Work Letter attached hereto as Exhibit “B”, Landlord
shall not be required to construct any improvements to the Third Expansion Premises and Tenant shall accept same in its AS-IS,
WHERE-IS condition.


 


20.     INTENTIONALLY
OMITTED.


 


21.     Miscellaneous.


 


21.1     Entire
Agreement. The Lease, as modified by this Third Amendment, constitutes the entire understanding between the parties with respect
to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements,
and all prior written agreements, understandings, letters of intent and proposals are merged into this Third Amendment.



    	2



    	



    

Except as otherwise expressly
provided herein, neither this Third Amendment nor any provisions hereof may be waived, modified, amended, discharged or terminated
except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge
or termination is sought, and then only to the extent set forth in such instrument. The Lease, as modified by this Third Amendment,
is hereby ratified and confirmed by Landlord and Tenant.


 


21.2     No
Recording. Neither this Third Amendment nor any memorandum thereof shall be recorded and the act of recording by Tenant shall
be deemed a default by Tenant hereunder.


 


21.3     Governing
Law. This Third Amendment shall be governed by and construed in accordance with the laws of the state in which the Building
is located.


 


21.4     Construction
of Agreement. In construing this Third Amendment, all headings and titles are for the convenience of the parties only and shall
not be considered a part of this Third Amendment. Whenever required by the context, the singular shall include the plural and the
masculine shall include the feminine and vice versa. This Third Amendment shall not be construed as if prepared by one of the parties,
but rather according to its fair meaning as a whole, as if both parties had prepared it. All (if any) Exhibits attached hereto
are incorporated in this Third Amendment by reference thereto.


 


21.5     Indemnification
for Leasing Commissions. Landlord and Tenant hereby represent and warrant to each other that, other than Wiedmayer Brokerage,
LLC (“Landlord’s Broker”), for Landlord, neither has dealt with any real estate broker in the negotiation and execution
of this Third Amendment and that no other party is entitled, as a result of the actions of the party making such representation,
to a commission or other fee resulting from the execution of this Third Amendment. Each party shall indemnify the other from any
and all liability for the breach of such party’s representation. Landlord shall be responsible for paying any brokerage commissions
owed to Landlord’s Broker related to the execution of this Third Amendment.


 


21.6     Partial
Invalidity. The provisions of this Third Amendment shall be deemed independent and severable, and the invalidity or partial
invalidity or enforceability of any one provision shall not affect the validity of enforceability of any other provision hereof.


 


21.7     Counterparts;
Facsimile. This Third Amendment may be executed in multiple counterparts and shall be valid and binding with the same force
and effect as if all parties had executed the same Third Amendment. A fully executed facsimile copy of this Third Amendment shall
be effective as an original.


 


[Signatures to follow]



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IN WITNESS WHEREOF,
the parties executed this Third Amendment as of the 10th day of November 2016.


 


	LANDLORD:	PHOENIX BLACKSTONE, LLC,
 a Georgia limited liability company
	 	 	 
	 	By:	By: Wiedmayer + Co., LLC

a Georgia limited liability company,

its Manager
	 	 	 
	 	By: /s/ Ryan N. Wiedmayer



	 	Name: Ryan N. Wiedmayer
	 	 	 
	 	Its: Managing Member of Wiedmayer & Co.
	 	 	 
	 	Date: 11/10/2016



	 	 	 
	TENANT:	GREENSKY, LLC,
 a Georgia limited liability company
	 	 	 
	 	By: /s/ Robert Partlow



	 	 	 
	 	Name: Robert Partlow



	 	 	 
	 	Title: CFO



	 	 	 
	 	Date: 11/10/16







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