Colliers Proposals

REQUEST FOR PROPOSAL April 29, 2022 Landlord Response: May 3, 2022 Hannah Mesh Leasing Director Harwood International 2501 N Harwood Dallas, TX 75201 RE: COLLIERS INTERNATIONAL NORTH TEXAS, LLC (“TENANT”) BUILDING: HARWOOD NO. 4 Dear Hannah, Tenant is currently soliciting proposals for its requirements further described in Section 1.1 of this RFP. Tenant’s objective is to review all submissions and ultimately select one party with whom to negotiate a lease. The timing required for the selection process will be dependent on several factors, including but not limited to:   

Securing any necessary clarifications with respect to proposals received; Analyzing and assessing the merits of the proposals received; Obtaining approval(s) of the Tenant’s executive committee.

Upon review, Tenant may enter into lease negotiations with multiple parties and may break off negotiations with one party and commence or resume negotiations with another party at its discretion. At any time up to the execution of an unconditional Offer to Lease, the Tenant reserves the unfettered right to terminate this process, without penalty or payment to any owner. Tenant will negotiate in good faith with all parties throughout the process. Please respond to this document with the subheading: “Landlord Response (Please insert date of response)” to ensure all business terms are addressed.

-2-

LEASE TERMS REQUESTED: 1.1

Leased Premises The Leased Premises shall be first-class in nature, comprising a minimum of approximately 35,000 – 40,000 contiguous square feet of Rentable Area subject to adjustment upwards or downwards upon completion of the Tenant's final design and layout, and shall be measured in accordance with BOMA Standards used within the current marketplace. Please quote the BOMA RSF and USF for the entire Building and common area factors (add-on percentages) for the proposed floors of the Premises and/or Building and confirm that the common area of the Building will not increase during the Term.

Landlord Response May 3, 2022: Landlord is proposing 36,647 RSF (the “Premises”) on: -

20th Floor: 4,879 RSF

-

19th Floor: 8,860 RSF [Note: the 19th floor currently consists of 2 contiguous suites – Ste. 1900 (5,497 SF) and 2000 are PH space connected via internal stairwell. Suite 1950 is 3,363 SF].

-

18th Floor: 22,908 RSF

Please see Exhibit A for floorplans of the Premises.

Rentable and Useable area will be measured in accordance with the methods specified in the BOMA publication ANSI Z65.1-2017. The Building has a Multitenant CAF of 15.82% and Single-tenant CAF of 6.9%.

1.2

Encumbrances Please indicate if the proposed Premises is currently encumbered by any other third-party tenant or tenant rights.

Landlord Response May 3, 2022: Availability of the Premises are subject to the existing rights of Building tenant, HollyFrontier, who has a ROFR on the entire Building.

1.3

No Relocation Landlord shall not have the right to relocate Tenant during the Lease and any renewal thereof.

Landlord Response May 3, 2022: Agreed.

-3-

1.4

Lease Term The Tenant’s preference is a proposal based on a ten (10) year Lease Term, net of the Rent Abatement Period.

Landlord Response May 3, 2022: Landlord is proposing a 10-year Term with five (5) months of gross Rent abatement (125 months).

1.5

Early Access Date/Fixturing Period Tenant requires a minimum six (6) month early access period for moving and final fixturing of the Leased Premises (the “Fixturing Period”) prior to commencement of the Lease Term.

Please review the requirements outlined in Schedule “A” attached hereto and provide the earliest possible date on which the requested Fixturing Period may begin.

There are to be no charges payable by Tenant whatsoever during the Fixturing Period (including but not limited to rent, electricity, operating costs, and realty taxes).

Landlord Response May 3, 2022: Landlord shall deliver the Premises in their ‘asis’ condition on April 1, 2023 (the “Delivery Date”) and Tenant shall have a period of six (6) months to complete Tenant’s Work.

During the construction of Tenant’s Work, there shall be no charge associated with Tenant’s access to the Premises.

1.6

Commencement Date The Lease commencement shall be no earlier than October 1, 2023, however, Tenant shall have the right to occupy and conduct business in the Premises at any time upon receipt of a Certificate of Occupancy prior to the Commencement Date at no additional cost, under the agreed upon Lease terms.

Landlord Response May 3, 2022: The lease shall commence on the earlier to occur of (i) October 1, 2023 or (ii) substantial completion of Tenant’s Work.

-4-

1.7

Basic Rent Please propose the Basic Rent structure for the Lease Term(s) referred to in Paragraph 1.2 above.

Landlord Response May 3, 2022: Base Rent is payable on a triple net (“NNN”) basis in accordance with the following schedule: Rent Period

Months

Rate/Rentable Square Foot

5

$0.00 plus Electric

Months 06 – 17:

12

$42.00 NNN

Months 18 – 29:

12

$43.26 NNN

Months 30 – 41:

12

$44.56 NNN

Months 42 – 53:

12

$45.89 NNN

Months 54 – 65:

12

$47.27 NNN

Months 66 – 77:

12

$48.69 NNN

Months 78 – 89:

12

$50.15 NNN

Months 90 – 101:

12

$51.65 NNN

Months 102 – 113:

12

Months 114 – 125:

12

Months 01 – 05:

$53.20 NNN $54.80 NNN

-5-

1.8

Additional Rent – Operating Costs and Taxes Please provide break out of any estimated additional rent, consisting of operating costs (including utilities and in-suite janitorial service), management fees and property taxes, for the first year of the Lease Term as well as the actuals for the immediately preceding two (2) fiscal years. Controllable operating expenses shall be capped at 3% non-cumulative, non-compounding.

Landlord Response May 3, 2022: The lease shall be a triple net rate structure.

Tenant shall pay to Landlord as additional Rent Tenant’s Share of the Operating Costs. All rent shall be net to Landlord so that this Lease shall yield net to Landlord, the Annual Base Rent amount on a monthly basis during the Term of the Lease.

Preliminary estimates of 2022 NNN are listed below. Electricity is estimated at $1.58/RSF. Category

2023 Estimate/RSF

Cleaning & Janitorial

$1.40/RSF

Repair & Maintenance

$2.00/RSF

Security & Safety

$1.67/RSF

General Administration

$0.73/RSF

Management Fee

$2.45/RSF

Building Management

$0.25/RSF

CAM Utilities

$0.45/RSF

Taxes

$9.35/RSF

Insurance

$0.72/RSF

TOTAL OPEX:

$19.03/RSF

2021 NNN were $18.66/RSF and Electric was $1.40/RSF. 2020 NNN were $17.21/RSF and Electric was $1.89/RSF. Tenant shall receive an eight percent (8%) cap on controllable operating expenses per annum on a cumulative and compounding basis over the prior years’ actual Operating Expenses.

-6-

1.9

Prepaid Rent and Security Deposit Colliers International shall not be required to pay a Security Deposit for this lease.

Please advise as to the dollar amount of Prepaid Rent (if) required by the Landlord.

Landlord Response May 3, 2022: Landlord agrees to waive the Security Deposit.

The first month’s Rent is due upon execution of the Lease.

1.10

Tenant Inducement(s) In addition to Landlord’s Work, please indicate what other incentives the Landlord is prepared to offer the Tenant as an inducement to enter into a lease, including but not limited to a leasehold improvement allowance, Gross free rent, moving allowance, soft cost allowance, parking options, or an office furniture allowance.

Landlord Response May 3, 2022: Landlord shall provide a tenant improvement allowance in the amount of $40.00 per RSF leased.

The allowance may be comingled and utilized for all hard costs and all soft costs.

The term “Work Costs”, with respect to Tenant’s Work, means the sum of Hard Costs and Soft Costs as defined herein. “Hard Costs” will include, without limitation, the sum of all costs and charges incurred for labor and materials in having the Tenant’s Work performed by the general contractor and its subcontractors. “Soft Costs” will include, without limitation, all architectural and engineering fees and expenses directly related to Tenant’s Work, all contractor costs and fees directly related to Tenant’s Work, and all permits and taxes payable in connection with the Tenant’s Work. Work Costs shall exclude the costs of any personal property items of Tenant such as decorator items or services, moving costs, artwork, plants, furniture, office and telecommunication equipment and installation, or other fixtures not permanently affixed to the Premises. Under no circumstances will the allowance be applicable towards Rent.

-7-

1.11

Restoration The Tenant will not be responsible for restoration of the Leased Premises or removal of its leasehold improvements at the termination or expiration of the Lease Term, or any renewal(s), but will be granted the right to remove any millwork, fixtures or furnishings and equipment upon the expiration of, or during the Lease Term.

Landlord Response May 3, 2022: Landlord, by written notice to Tenant within 30 days prior to the Expiration Date, may require Tenant to remove, at Tenant’s expense: (1) Cable (electronic, phone and data cabling and related equipment) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively “Special Improvements”). Without limitation, it is agreed that Special Improvements include internal stairways**, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. ** Tenant shall have no obligation to restore the existing staircase connecting Suites 1900 & 20th floor.

1.12

Landlord’s Work Landlord’s Work shall include, at a minimum, delivery of the Leased Premises in “warm” shell condition in accordance with all requirements detailed in Schedule “A” and may be subject to additional scope and/or further refinement as needed on a site-specific basis.

Landlord Response May 3, 2022: Landlord shall deliver the Premises in their asis condition.

Test Fit Allowance Landlord to provide one (1) initial test fit and two (2) revision toward Tenant’s Test Fit at $0.15/RSF. Landlord Response May 3, 2022: Landlord shall provide a test-fit allowance equal to $0.10/RSF to apply towards Tenant’s initial space plan.

-8-

1.13

Construction Details TENANT BUILD: The Lease will attach the approved test-fit plan prepared and provided by Tenant’s designated architect. Tenant may designate architects and general contractors of it’s choosing for any Work performed, subject to Landlord’s reasonable approval. Landlord pre-approves Scott + Reid General Contractors. The Work shall be constructed in accordance with the approved plans and applicable laws, in a good and workmanlike manner with no construction management fee to Landlord. Tenant shall engage and utilized their own construction management firm.

Landlord Response May 3, 2022: Tenant shall have the right to hire its own Project Manager to provide the construction management of all interior improvements; in which case, Landlord will charge a 3% supervisory/coordination fee on total hard costs. Should Landlord’s construction management representative serve as the Project Manager, there shall be a 5% management fee on total construction costs.

Tenant’s Project Manager will have the right to bid the construction and hire the subcontractor(s) of its choice, subject to Landlord’s consent which shall not be unreasonable, withheld, conditioned or delayed.

Tenant’s construction or project management fees, consultant fees and infrastructure costs, may also be deducted from the tenant improvement allowance.

-9-

1.14

Alterations Tenant shall have the right to paint and re-carpet and make non-structural cosmetic alterations up to $50,000 per project without Landlord’s consent and without construction management fee to Landlord. Tenant shall not be required to remove all or a portion of the leasehold improvements in the Premises at the end of Tenant’s lease Term.

Landlord Response May 3, 2022: Agreed.

Landlord, by written notice to Tenant within 30 days prior to the Expiration Date, may require Tenant to remove, at Tenant’s expense: (1) Cable (electronic, phone and data cabling and related equipment) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively “Special Improvements”). Without limitation, it is agreed that Special Improvements include internal stairways**, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. ** Tenant shall have no obligation to restore the existing staircase connecting Suites 1900 & 20th floor.

1.15

Parking Tenant shall be provided a ratio of 4 unreserved spaces per 1,000 rentable square feet of the Premises at no charge. Please indicate the location of unreserved parking. Parking shall be available 24 hours a day, 7 days a week, 365 days a year, and is for use by Tenant, its employees, licensees and visitors.

Please provide the number of reserved spaces to be allotted to Tenant and any charges associated with such parking. Tenant requests the right to convert up to twenty-five percent (25%) of the unreserved parking spaces to reserved parking spaces. In addition, Landlord shall grant Tenant the right to pay for only those spaces being utilized by Tenant without surrendering Tenant’s overall allocated parking ratio of unreserved and reserved parking spaces. Landlord shall grant free parking during the initial two-years of the Term.

Landlord Response May 3, 2022: Landlord shall provide, and Tenant shall pay for one (1) parking space within the Harwood No.4 parking garage for every 333 rentable square feet of office space leased. 15% of such allotment may be converted to reserved parking spaces. Non-reserved, non-exclusive parking space will be provided to Tenant at $125.00 per space per month for the initial term of the lease. Reserved parking will be provided to Tenant at $250.00 per space per month. All parking charges will be abated during the rent abatement period.

- 10 -

1.16

Signage Tenant desires prominent building signage. Please confirm available signage opportunities for Tenant. There shall be no charge for Signage, and Tenant shall have the ability to utilize a portion of the Improvement Allowance for Signage.

Landlord Response May 3, 2022: Tenant shall have the right to install its name on the Building’s monument sign.

Please see Exhibit C for rendering.

All costs pertaining to the design, construction, installation, repair, maintenance, removal, and restoration of the monument signage shall be at tenant’s sole cost.

Tenant shall also be permitted to install appropriate signs, logos, etc. on the walls of elevator lobbies of its single-tenant floors and on the entrance doors to all space leased by Tenant.

All signage will be subject to the approval of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. All signage is required to comply with the applicable signage ordinances and regulations of the City of Dallas.

1.17

Exclusivity. Additionally, the Landlord must agree not to lease space in the Building to any other third (3rd) party commercial real estate services provider other than Tenant without written consent from the Tenant, otherwise Tenant will have the right to terminate the Lease at any time thereafter upon thirty (30) days prior written notice to the Landlord without penalty and reserve such other rights and remedies available to it at law and in equity as a result of the Landlord’s breach.

Landlord Response May 3, 2022: Landlord is unable to provide an exclusivity provision.

1.18

Use. Tenant shall have the right to use the Premises for general and executive offices and the operation of its business. In addition to the foregoing, Tenant shall have the right to use the Premises for any other lawful purposes.

Landlord Response May 3, 2022: Agreed.

1.19

Access. Tenant will have access to the Premises and Parking 24 hours a day, 7 days a week, 365 days a year.

Landlord Response May 3, 2022: Agreed.

- 11 -

1.20

Non-Disturbance Agreement. Landlord, Tenant and the holder of any Landlord Encumbrance shall execute contemporaneously with the execution of the Lease, a Subordination Non-Disturbance and Attornment Agreement (“SNDA”) in a mutually acceptable form. Landlord shall be responsible for any costs associated with obtaining an SNDA. Landlord Response May 3, 2022: Landlord shall deliver to Tenant and the holder of any Landlord Encumbrance contemporaneously with the execution of the Lease, a Subordination Non-Disturbance and Attornment Agreement (“SNDA”) in a mutually acceptable form. Landlord shall be responsible for any costs associated with obtaining an SNDA.

1.21

Assignment / Subletting. Tenant shall not sublease or assign the Lease without Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. Landlord shall have no recapture rights in the event of an assignment or subletting. No consent shall be required for, and no recapture or termination right shall be triggered by (a) any sublease or assignment to any entity (i) into or with which Tenant or its parent company is merged or consolidated, (ii) which acquires ownership interests in Tenant or Tenant’s parent company, (iii) which acquires all or substantially all of Tenant’s or its parent company’s assets; and/or (iv) controlled by, controlling or under common control with Tenant. Any subleasing profits will be split 50/50 between Landlord and Tenant after the costs associated with reletting the space have been deducted.

Landlord Response May 3, 2022: Agreed in principle, to be further addressed in Lease.

1.22

Holdover. Tenant shall have the right to extend the lease on a month-to-month basis at 125% of the most current rent for the initial three (3) months following the expiration of the Term and 150% thereafter.

Landlord Response May 3, 2022: Tenant shall pay 150% of the then existing base rental rate plus 100% of Additional Rent then being paid should Tenant holdover at the Premises. If Landlord is unable to deliver possession of the Premises to a new tenant, or to perform improvements for a new tenant, as a result of Tenant’s holdover and Tenant fails to vacate the Premises within 30 days after Landlord notifies Tenant of Landlord’s inability to deliver possession, or perform improvements, Tenant shall be liable to Landlord for all damages, including, without limitation, consequential damages, that Landlord suffers from the holdover.

- 12 -

1.23

Tenant’s Conditions It is understood that any agreement shall be conditional in favor of the Tenant, in its sole and unfettered discretion on the following condition (the “Tenant’s Condition”): The Tenant obtaining approval from its Senior Executives on or before 5:00 p.m. EST within thirty (30) days following an executed Offer to Lease; as such Landlord agrees to negotiate with Tenant and no other parties.

Landlord Response May 3, 2022: Upon receipt of a fully executed letter of intent, Landlord and Tenant shall work in good faith to execute lease agreement within 30 days.

- 13 -

1.24

Option to Renew The Tenant requires two (2) options to renew the Lease for a further term of five (5) years each (the “First Renewal Term” and the “Second Renewal Term”), which option may be exercised by the Tenant upon providing written notice to the Landlord no earlier than Twelve (12) months and no later than six (6) months prior to the expiration date of the Term. In addition, Tenant shall have the right to convert the two (2) options to renew for five (5) years each into one (1) ten (10) year renewal option. The Basic Rent during the First Renewal Term and Second Renewal Term shall be mutually agreed between the Tenant and the Landlord.

Basic Rent is defined as the arm’s length annual rental rate per rentable square foot under new leases and renewal amendments for comparable space in comparable buildings in the area, taking into account rent abatements, construction costs, commissions and other concessions and the manner, if any, in which the landlords are reimbursed for operating expenses and taxes. In the event the Tenant and the Landlord are unable to agree on the Basic Rent to be applicable during the First Renewal Term and the Second Renewal Term within ninety (90) days prior to the expiration date of the preceding Lease Term, the Tenant, at its option, shall have the right to: (a)

Terminate its negotiations with the Landlord, in which event the Lease shall terminate on the expiration date of the Lease Term as though the Tenant had not exercised its option to renew the Lease for the Renewal Term; or

(b)

Refer such matter to arbitration for determination, which arbitration shall be conducted pursuant to baseball style arbitration provisions.

Landlord Response May 3, 2022: Landlord shall provide one (1) option (the “Renewal Option”) to extend the Term for the Premises for five (5) years each at the Prevailing Market Rate.

The option is to be exercised by written notice (the “Renewal Notice”) delivered

by Tenant to Landlord no later than fifteen (15) months prior to the expiration of the Term or the Renewal Term, as the case may be.

For purposes hereof, “Prevailing Market Rate” shall mean the arms-length fair market annual rental rate per square foot under renewal leases and amendments entered into on or about the date on which the Prevailing Market Rate is being determined hereunder for space comparable to the Premises in the Building and, if comparable renewal leases and amendments have not been entered into on or about the date on which the Prevailing Market Rate is being determined, in AA office buildings comparable to the Building in the Uptown Submarket. The determination of Prevailing Market Rate shall take into account any material

- 14 -

economic differences between the terms of this Lease and any comparison lease, such as rent abatements, construction costs and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. The determination of Prevailing Market Rate shall also take into consideration any reasonably anticipated changes in the Prevailing Market Rate from the time such Prevailing Market Rate is being determined and the time such Prevailing Market Rate will become effective under this Lease.

Any disputes over the Prevailing Market Rate shall be determined via baseball arbitration.

1.25

Option to Expand Provided Tenant is not in material default hereunder, Tenant shall have the ongoing right of first refusal (“Refusal Option”) to lease any space contiguous to the Leased Premises in the Building which is currently available, or which comes available during the Lease Term (“Refusal Space”) for a lease term coterminous with the Term. Upon notification in writing by Landlord of the receipt of a letter of intent from a third-party tenant (the “Refusal Space Notice”) on the Refusal Space, Tenant shall have fifteen (15) business days in which to notify Landlord in writing of its election to lease the Refusal Space on the same terms and conditions (other than Term, which will run coterminous with the Lease) as those contained within the Refusal Space Notice. In the event that Tenant elects not to exercise its Refusal Option, Tenant’s Refusal Option shall survive and remain in effect.

Landlord Response May 3, 2022: ROFR unavailable at this time.

1.26

Tenant Initiated Expansion Provided Tenant is not in material default hereunder, Tenant shall have the ongoing right to expand the Premises (“Tenant Initiated Expansion”) and lease any space contiguous to the Leased Premises in the Building which is currently available, or which comes available during the initial 18 months of the Lease Term. Should Tenant exercise its Tenant Initiated Expansion within twenty-four (24) months of the Effective Date, the terms and conditions shall be the same as those contained within the Lease, including a proration of any applicable Tenant Inducements.

Landlord Response May 3, 2022: N/A.

- 15 -

1.27

Confidentiality It is understood that all communication with the Tenant pertaining to this RFP will be directed to Colliers’ In-house brokers. Furthermore, the terms of this RFP will be treated on a confidential basis by the Landlord and its advisors, if any.

Landlord Response May 3, 2022: Agreed.

1.28

Real Estate Fee The Landlord acknowledges and agrees to pay Colliers International North Texas, LLC a full, standard commission, pursuant to a separate agreement, on any transaction resulting from this RFP process.

Landlord Response May 3, 2022: Agreed.

1.29

Acceptance This Request for Proposal is intended solely as a preliminary expression of general intentions and is to be used for discussion purposes only. The parties intend that neither shall have any contractual obligations to the other with respect to the matters referred herein unless and until a definitive agreement has been fully executed and delivered by the parties. The parties agree that this request for proposal is not intended to create any agreement or obligation by either party to negotiate a definitive lease agreement and imposes no duty whatsoever on either party to continue negotiations, including without limitation any obligation to negotiate in good faith or in any way other than at arm's length. Prior to delivery of a definitive executed agreement, and without any liability to the other party, either party may (1) propose different terms from those summarized herein, (2) enter into negotiations with other parties and/or (3) unilaterally terminate all negotiations with the other party hereto.

The RFP format has been standardized to provide an equal comparison of properties. Since economic considerations will play a major role in the selection process, it is most important that you provide a complete response and be as competitive as possible with respect to the economic elements.

Landlord Response May 3, 2022: Agreed.

REQUEST FOR PROPOSAL April 29, 2022 Landlord Response: May 3, 2022 Hannah Mesh Leasing Director Harwood International 2501 N Harwood Dallas, TX 75201 RE: COLLIERS INTERNATIONAL NORTH TEXAS, LLC (“TENANT”) BUILDING: HARWOOD NO. 14 Dear Hannah, Tenant is currently soliciting proposals for its requirements further described in Section 1.1 of this RFP. Tenant’s objective is to review all submissions and ultimately select one party with whom to negotiate a lease. The timing required for the selection process will be dependent on several factors, including but not limited to:   

Securing any necessary clarifications with respect to proposals received; Analyzing and assessing the merits of the proposals received; Obtaining approval(s) of the Tenant’s executive committee.

Upon review, Tenant may enter into lease negotiations with multiple parties and may break off negotiations with one party and commence or resume negotiations with another party at its discretion. At any time up to the execution of an unconditional Offer to Lease, the Tenant reserves the unfettered right to terminate this process, without penalty or payment to any owner. Tenant will negotiate in good faith with all parties throughout the process. Please respond to this document with the subheading: “Landlord Response (Please insert date of response)” to ensure all business terms are addressed.

-2-

LEASE TERMS REQUESTED: 1.1

Leased Premises The Leased Premises shall be first-class in nature, comprising a minimum of approximately 35,000 – 40,000 contiguous square feet of Rentable Area subject to adjustment upwards or downwards upon completion of the Tenant's final design and layout, and shall be measured in accordance with BOMA Standards used within the current marketplace. Please quote the BOMA RSF and USF for the entire Building and common area factors (add-on percentages) for the proposed floors of the Premises and/or Building and confirm that the common area of the Building will not increase during the Term.

Landlord Response May 3, 2022: Landlord is proposing two options for the Premises: -

Option A: The 25th & 26th Floors – 50,110 RSF

-

Option B: The 14th Floor – 25,055 RSF

Please see Exhibit A for floorplans of the Premises.

Rentable and Useable area will be measured in accordance with the methods specified in the BOMA publication ANSI Z65.1-2017. The Building has a CAF of 22%.

1.2

Encumbrances Please indicate if the proposed Premises is currently encumbered by any other third-party tenant or tenant rights.

Landlord Response May 3, 2022: Haynes Boone has a ROFR on the 25th floor and O’Melveny has a ROFR on the 14th floor.

1.3

No Relocation Landlord shall not have the right to relocate Tenant during the Lease and any renewal thereof.

Landlord Response May 3, 2022: Agreed.

1.4

Lease Term The Tenant’s preference is a proposal based on a ten (10) year Lease Term, net of the Rent Abatement Period.

Landlord Response May 3, 2022: Landlord is proposing a 10-year Term with five (5) months of gross Rent abatement (125 months).

-3-

1.5

Early Access Date/Fixturing Period Tenant requires a minimum six (6) month early access period for moving and final fixturing of the Leased Premises (the “Fixturing Period”) prior to commencement of the Lease Term.

Please review the requirements outlined in Schedule “A” attached hereto and provide the earliest possible date on which the requested Fixturing Period may begin.

There are to be no charges payable by Tenant whatsoever during the Fixturing Period (including but not limited to rent, electricity, operating costs, and realty taxes).

Landlord Response May 3, 2022: Landlord shall deliver the Premises on April 1, 2023 (the “Delivery Date”) and Tenant shall have a period of six (6) months to complete Tenant’s Work.

During the construction of Tenant’s Work, there shall be no charge associated with Tenant’s access to the Premises.

1.6

Commencement Date The Lease commencement shall be no earlier than October 1, 2023, however, Tenant shall have the right to occupy and conduct business in the Premises at any time upon receipt of a Certificate of Occupancy prior to the Commencement Date at no additional cost, under the agreed upon Lease terms.

Landlord Response May 3, 2022: The lease shall commence on the earlier to occur of (i) October 1, 2023 or (ii) substantial completion of Tenant’s Work.

-4-

1.7

Basic Rent Please propose the Basic Rent structure for the Lease Term(s) referred to in Paragraph 1.2 above.

Landlord Response May 3, 2022: Base Rent is payable on a triple net (“NNN”) basis in accordance with the following schedule: Rent Period

Months

Rate/Rentable Square Foot

5

$0.00 plus Electric

Months 06 – 17:

12

$55.00 NNN

Months 18 – 29:

12

$56.65 NNN

Months 30 – 41:

12

$58.35 NNN

Months 42 – 53:

12

$60.10 NNN

Months 54 – 65:

12

$61.90 NNN

Months 66 – 77:

12

$63.76 NNN

Months 78 – 89:

12

$65.67 NNN

Months 90 – 101:

12

$67.64 NNN

Months 102 – 113:

12

Months 114 – 125:

12

Months 01 – 05:

$69.67 NNN $71.76 NNN

-5-

1.8

Additional Rent – Operating Costs and Taxes Please provide break out of any estimated additional rent, consisting of operating costs (including utilities and in-suite janitorial service), management fees and property taxes, for the first year of the Lease Term as well as the actuals for the immediately preceding two (2) fiscal years. Controllable operating expenses shall be capped at 3% non-cumulative, non-compounding.

Landlord Response May 3, 2022: The lease shall be a triple net rate structure.

Tenant shall pay to Landlord as additional Rent Tenant’s Share of the Operating Costs. All rent shall be net to Landlord so that this Lease shall yield net to Landlord, the Annual Base Rent amount on a monthly basis during the Term of the Lease.

Preliminary estimates of 2023 NNN are listed below. Electricity is estimated at $1.10/RSF. Category

2023 Estimate/RSF

Utilities

$0.40/RSF

Real Estate Taxes

$11.18/RSF

Insurance

$0.95/RSF

Cleaning & Janitorial

$1.47/RSF

Repair & Maintenance

$1.88/RSF

Security

$2.04/RSF

General Administration

$0.92/RSF

Management Fee

$2.52/RSF

TOTAL OPEX:

$21.36/RSF

Tenant shall receive an eight percent (8%) cap on controllable operating expenses per annum on a cumulative and compounding basis over the prior years’ actual Operating Expenses.

1.9

Prepaid Rent and Security Deposit Colliers International shall not be required to pay a Security Deposit for this lease.

Please advise as to the dollar amount of Prepaid Rent (if) required by the Landlord.

Landlord Response May 3, 2022: Landlord agrees to waive the Security Deposit.

The first month’s Rent is due upon execution of the Lease.

-6-

1.10

Tenant Inducement(s) In addition to Landlord’s Work, please indicate what other incentives the Landlord is prepared to offer the Tenant as an inducement to enter into a lease, including but not limited to a leasehold improvement allowance, Gross free rent, moving allowance, soft cost allowance, parking options, or an office furniture allowance.

Landlord Response May 3, 2022: Landlord shall provide a tenant improvement allowance in the amount of $55.00 per RSF leased.

The allowance may be comingled and utilized for all hard costs and all soft costs.

The term “Work Costs”, with respect to Tenant’s Work, means the sum of Hard Costs and Soft Costs as defined herein. “Hard Costs” will include, without limitation, the sum of all costs and charges incurred for labor and materials in having the Tenant’s Work performed by the general contractor and its subcontractors. “Soft Costs” will include, without limitation, all architectural and engineering fees and expenses directly related to Tenant’s Work, all contractor costs and fees directly related to Tenant’s Work, and all permits and taxes payable in connection with the Tenant’s Work. Work Costs shall exclude the costs of any personal property items of Tenant such as decorator items or services, moving costs, artwork, plants, furniture, office and telecommunication equipment and installation, or other fixtures not permanently affixed to the Premises. Under no circumstances will the allowance be applicable towards Rent.

-7-

1.11

Restoration The Tenant will not be responsible for restoration of the Leased Premises or removal of its leasehold improvements at the termination or expiration of the Lease Term, or any renewal(s), but will be granted the right to remove any millwork, fixtures or furnishings and equipment upon the expiration of, or during the Lease Term.

Landlord Response May 3, 2022: Landlord, by written notice to Tenant within 30 days prior to the Expiration Date, may require Tenant to remove, at Tenant’s expense: (1) Cable (electronic, phone and data cabling and related equipment) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively “Special Improvements”). Without limitation, it is agreed that Special Improvements include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type.

1.12

Landlord’s Work Landlord’s Work shall include, at a minimum, delivery of the Leased Premises in “warm” shell condition in accordance with all requirements detailed in Schedule “A” and may be subject to additional scope and/or further refinement as needed on a site-specific basis.

Landlord Response May 3, 2022: Please see Exhibit B for a full definition of Base Building Condition.

Test Fit Allowance Landlord to provide one (1) initial test fit and two (2) revision toward Tenant’s Test Fit at $0.15/RSF. Landlord Response May 3, 2022: Landlord shall provide a test-fit allowance equal to $0.10/RSF to apply towards Tenant’s initial space plan.

-8-

1.13

Construction Details TENANT BUILD: The Lease will attach the approved test-fit plan prepared and provided by Tenant’s designated architect. Tenant may designate architects and general contractors of it’s choosing for any Work performed, subject to Landlord’s reasonable approval. Landlord pre-approves Scott + Reid General Contractors. The Work shall be constructed in accordance with the approved plans and applicable laws, in a good and workmanlike manner with no construction management fee to Landlord. Tenant shall engage and utilized their own construction management firm.

Landlord Response May 3, 2022: Tenant shall have the right to hire its own Project Manager to provide the construction management of all interior improvements; in which case, Landlord will charge a 3% supervisory/coordination fee on total hard costs. Should Landlord’s construction management representative serve as the Project Manager, there shall be a 5% management fee on total construction costs.

Tenant’s Project Manager will have the right to bid the construction and hire the subcontractor(s) of its choice, subject to Landlord’s consent which shall not be unreasonable, withheld, conditioned or delayed.

Tenant’s construction or project management fees, consultant fees and infrastructure costs, may also be deducted from the tenant improvement allowance.

-9-

1.14

Alterations Tenant shall have the right to paint and re-carpet and make non-structural cosmetic alterations up to $50,000 per project without Landlord’s consent and without construction management fee to Landlord. Tenant shall not be required to remove all or a portion of the leasehold improvements in the Premises at the end of Tenant’s lease Term.

Landlord Response May 3, 2022: Agreed.

Landlord, by written notice to Tenant within 30 days prior to the Expiration Date, may require Tenant to remove, at Tenant’s expense: (1) Cable (electronic, phone and data cabling and related equipment) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively “Special Improvements”). Without limitation, it is agreed that Special Improvements include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type.

1.15

Parking Tenant shall be provided a ratio of 4 unreserved spaces per 1,000 rentable square feet of the Premises at no charge. Please indicate the location of unreserved parking. Parking shall be available 24 hours a day, 7 days a week, 365 days a year, and is for use by Tenant, its employees, licensees and visitors.

Please provide the number of reserved spaces to be allotted to Tenant and any charges associated with such parking. Tenant requests the right to convert up to twenty-five percent (25%) of the unreserved parking spaces to reserved parking spaces. In addition, Landlord shall grant Tenant the right to pay for only those spaces being utilized by Tenant without surrendering Tenant’s overall allocated parking ratio of unreserved and reserved parking spaces. Landlord shall grant free parking during the initial two-years of the Term.

Landlord Response May 3, 2022: Landlord shall provide, and Tenant shall pay for one (1) parking space within the Harwood No.14 parking garage for every 333 rentable square feet of office space leased. 15% of such allotment may be converted to reserved parking spaces. Non-reserved, non-exclusive parking space will be provided to Tenant at $125.00 per space per month for the initial term of the lease. Reserved parking will be provided to Tenant at $250.00 per space per month. All parking charges will be abated during the rent abatement period.

- 10 -

1.16

Signage Tenant desires prominent building signage. Please confirm available signage opportunities for Tenant. There shall be no charge for Signage, and Tenant shall have the ability to utilize a portion of the Improvement Allowance for Signage.

Landlord Response May 3, 2022: Tenant shall have the right to install its name on the Building’s monument sign.

Please see Exhibit C for rendering.

All costs pertaining to the design, construction, installation, repair, maintenance, removal, and restoration of the monument signage shall be at tenant’s sole cost.

Tenant shall also be permitted to install appropriate signs, logos, etc. on the walls of elevator lobbies of its single-tenant floors and on the entrance doors to all space leased by Tenant.

All signage will be subject to the approval of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. All signage is required to comply with the applicable signage ordinances and regulations of the City of Dallas.

1.17

Exclusivity. Additionally, the Landlord must agree not to lease space in the Building to any other third (3rd) party commercial real estate services provider other than Tenant without written consent from the Tenant, otherwise Tenant will have the right to terminate the Lease at any time thereafter upon thirty (30) days prior written notice to the Landlord without penalty and reserve such other rights and remedies available to it at law and in equity as a result of the Landlord’s breach.

Landlord Response May 3, 2022: Landlord is unable to provide an exclusivity provision.

1.18

Use. Tenant shall have the right to use the Premises for general and executive offices and the operation of its business. In addition to the foregoing, Tenant shall have the right to use the Premises for any other lawful purposes.

Landlord Response May 3, 2022: Agreed.

1.19

Access. Tenant will have access to the Premises and Parking 24 hours a day, 7 days a week, 365 days a year.

Landlord Response May 3, 2022: Agreed.

- 11 -

1.20

Non-Disturbance Agreement. Landlord, Tenant and the holder of any Landlord Encumbrance shall execute contemporaneously with the execution of the Lease, a Subordination Non-Disturbance and Attornment Agreement (“SNDA”) in a mutually acceptable form. Landlord shall be responsible for any costs associated with obtaining an SNDA. Landlord Response May 3, 2022: Landlord shall deliver to Tenant and the holder of any Landlord Encumbrance contemporaneously with the execution of the Lease, a Subordination Non-Disturbance and Attornment Agreement (“SNDA”) in a mutually acceptable form. Landlord shall be responsible for any costs associated with obtaining an SNDA.

1.21

Assignment / Subletting. Tenant shall not sublease or assign the Lease without Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. Landlord shall have no recapture rights in the event of an assignment or subletting. No consent shall be required for, and no recapture or termination right shall be triggered by (a) any sublease or assignment to any entity (i) into or with which Tenant or its parent company is merged or consolidated, (ii) which acquires ownership interests in Tenant or Tenant’s parent company, (iii) which acquires all or substantially all of Tenant’s or its parent company’s assets; and/or (iv) controlled by, controlling or under common control with Tenant. Any subleasing profits will be split 50/50 between Landlord and Tenant after the costs associated with reletting the space have been deducted.

Landlord Response May 3, 2022: Agreed in principle, to be further addressed in Lease.

1.22

Holdover. Tenant shall have the right to extend the lease on a month-to-month basis at 125% of the most current rent for the initial three (3) months following the expiration of the Term and 150% thereafter.

Landlord Response May 3, 2022: Tenant shall pay 150% of the then existing base rental rate plus 100% of Additional Rent then being paid should Tenant holdover at the Premises. If Landlord is unable to deliver possession of the Premises to a new tenant, or to perform improvements for a new tenant, as a result of Tenant’s holdover and Tenant fails to vacate the Premises within 30 days after Landlord notifies Tenant of Landlord’s inability to deliver possession, or perform improvements, Tenant shall be liable to Landlord for all damages, including, without limitation, consequential damages, that Landlord suffers from the holdover.

- 12 -

1.23

Tenant’s Conditions It is understood that any agreement shall be conditional in favor of the Tenant, in its sole and unfettered discretion on the following condition (the “Tenant’s Condition”): The Tenant obtaining approval from its Senior Executives on or before 5:00 p.m. EST within thirty (30) days following an executed Offer to Lease; as such Landlord agrees to negotiate with Tenant and no other parties.

Landlord Response May 3, 2022: Upon receipt of a fully executed letter of intent, Landlord and Tenant shall work in good faith to execute lease agreement within 30 days.

- 13 -

1.24

Option to Renew The Tenant requires two (2) options to renew the Lease for a further term of five (5) years each (the “First Renewal Term” and the “Second Renewal Term”), which option may be exercised by the Tenant upon providing written notice to the Landlord no earlier than Twelve (12) months and no later than six (6) months prior to the expiration date of the Term. In addition, Tenant shall have the right to convert the two (2) options to renew for five (5) years each into one (1) ten (10) year renewal option. The Basic Rent during the First Renewal Term and Second Renewal Term shall be mutually agreed between the Tenant and the Landlord.

Basic Rent is defined as the arm’s length annual rental rate per rentable square foot under new leases and renewal amendments for comparable space in comparable buildings in the area, taking into account rent abatements, construction costs, commissions and other concessions and the manner, if any, in which the landlords are reimbursed for operating expenses and taxes. In the event the Tenant and the Landlord are unable to agree on the Basic Rent to be applicable during the First Renewal Term and the Second Renewal Term within ninety (90) days prior to the expiration date of the preceding Lease Term, the Tenant, at its option, shall have the right to: (a)

Terminate its negotiations with the Landlord, in which event the Lease shall terminate on the expiration date of the Lease Term as though the Tenant had not exercised its option to renew the Lease for the Renewal Term; or

(b)

Refer such matter to arbitration for determination, which arbitration shall be conducted pursuant to baseball style arbitration provisions.

Landlord Response May 3, 2022: Landlord shall provide one (1) option (the “Renewal Option”) to extend the Term for the Premises for five (5) years each at the Prevailing Market Rate.

The option is to be exercised by written notice (the “Renewal Notice”) delivered

by Tenant to Landlord no later than fifteen (15) months prior to the expiration of the Term or the Renewal Term, as the case may be.

For purposes hereof, “Prevailing Market Rate” shall mean the arms-length fair market annual rental rate per square foot under renewal leases and amendments entered into on or about the date on which the Prevailing Market Rate is being determined hereunder for space comparable to the Premises in the Building and, if comparable renewal leases and amendments have not been entered into on or about the date on which the Prevailing Market Rate is being determined, in AA office buildings comparable to the Building in the Uptown Submarket. The determination of Prevailing Market Rate shall take into account any material

- 14 -

economic differences between the terms of this Lease and any comparison lease, such as rent abatements, construction costs and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. The determination of Prevailing Market Rate shall also take into consideration any reasonably anticipated changes in the Prevailing Market Rate from the time such Prevailing Market Rate is being determined and the time such Prevailing Market Rate will become effective under this Lease.

Any disputes over the Prevailing Market Rate shall be determined via baseball arbitration.

1.25

Option to Expand Provided Tenant is not in material default hereunder, Tenant shall have the ongoing right of first refusal (“Refusal Option”) to lease any space contiguous to the Leased Premises in the Building which is currently available, or which comes available during the Lease Term (“Refusal Space”) for a lease term coterminous with the Term. Upon notification in writing by Landlord of the receipt of a letter of intent from a third-party tenant (the “Refusal Space Notice”) on the Refusal Space, Tenant shall have fifteen (15) business days in which to notify Landlord in writing of its election to lease the Refusal Space on the same terms and conditions (other than Term, which will run coterminous with the Lease) as those contained within the Refusal Space Notice. In the event that Tenant elects not to exercise its Refusal Option, Tenant’s Refusal Option shall survive and remain in effect.

Landlord Response May 3, 2022: ROFR unavailable at this time.

1.26

Tenant Initiated Expansion Provided Tenant is not in material default hereunder, Tenant shall have the ongoing right to expand the Premises (“Tenant Initiated Expansion”) and lease any space contiguous to the Leased Premises in the Building which is currently available, or which comes available during the initial 18 months of the Lease Term. Should Tenant exercise its Tenant Initiated Expansion within twenty-four (24) months of the Effective Date, the terms and conditions shall be the same as those contained within the Lease, including a proration of any applicable Tenant Inducements.

Landlord Response May 3, 2022: N/A.

- 15 -

1.27

Confidentiality It is understood that all communication with the Tenant pertaining to this RFP will be directed to Colliers’ In-house brokers. Furthermore, the terms of this RFP will be treated on a confidential basis by the Landlord and its advisors, if any.

Landlord Response May 3, 2022: Agreed.

1.28

Real Estate Fee The Landlord acknowledges and agrees to pay Colliers International North Texas, LLC a full, standard commission, pursuant to a separate agreement, on any transaction resulting from this RFP process.

Landlord Response May 3, 2022: Agreed.

1.29

Acceptance This Request for Proposal is intended solely as a preliminary expression of general intentions and is to be used for discussion purposes only. The parties intend that neither shall have any contractual obligations to the other with respect to the matters referred herein unless and until a definitive agreement has been fully executed and delivered by the parties. The parties agree that this request for proposal is not intended to create any agreement or obligation by either party to negotiate a definitive lease agreement and imposes no duty whatsoever on either party to continue negotiations, including without limitation any obligation to negotiate in good faith or in any way other than at arm's length. Prior to delivery of a definitive executed agreement, and without any liability to the other party, either party may (1) propose different terms from those summarized herein, (2) enter into negotiations with other parties and/or (3) unilaterally terminate all negotiations with the other party hereto.

The RFP format has been standardized to provide an equal comparison of properties. Since economic considerations will play a major role in the selection process, it is most important that you provide a complete response and be as competitive as possible with respect to the economic elements.

Landlord Response May 3, 2022: Agreed.