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LEASE TERMINATION AGREEMENT

This Lease Termination Agreement (this "Agreement”) is entered into as of the day ofFebruary 2020, by and between CITY OF LOS ANGELES, a municipal corporation, acting by order of and through its Board of Airport Commissioners ("Landlord”) and KEOLIS TRANSIT AMERICA, INC., a Delaware corporation ("Tenant”).

RECITALS

Landlord and Tenant entered into that certain Office Lease LAA-8832 dated October 31, 2014 (the "Lease”), whereby Landlord leased to Tenant and Tenant leased from Landlord those certain premises (the “Premises”) consisting of approximately 17,194 rentable square feet of space commonly known as Suite 900 and located on the ninth (9th) floor of the building at 6053 West Century Blvd., Los Angeles, California (the “Building”). The Lease is incorporated herein by this reference.

A.

Landlord and Tenant desire to terminate the Lease and to release one another from their respective obligations thereunder, except as otherwise provided herein.

B.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual conditions and covenants hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

Terms. All capitalized terms when used herein shall have the same respective meanings as are given such terms in the Lease unless expressly provided otherwise in this Agreement.

1.

Landlord and Tenant hereby agree that effective as of February 29, 2020 (the “Termination Date") the Lease shall terminate and be of no further force or effect.

Termination of the Lease.2.

Tenant agrees to vacate the Premises and surrender and deliver exclusive possession of the Premises to Landlord on or before the Termination Date in accordance with the applicable provisions of the Lease. If Tenant fails to vacate and surrender and deliver exclusive possession of the Premises to Landlord on or before the Termination Date, then the holdover provisions of the Lease shall apply. Notwithstanding anything to the contrary in the Lease, Tenant shall not remove furniture from the Premises, as further shown by the photos in Exhibit A. attached hereto and incorporated herein.

Surrender of the Premises.3.

As set forth Section 2.4 of the Lease, Tenant agrees to pay a Termination Fee in the amount of Six Hundred Fifteen Thousand Six Hundred Twenty-One Dollars ($615,621.00) as consideration for and a condition of early termination of the Lease. On or before the Termination Date hereof, Tenant shall pay the Termination Fee by delivering a Cashier's Check to:

Termination Fee.4.

City of Los Angeles, Skyview Centerc/o Colliers International6033 West Century Boulevard, Suite 710Los Angeles, CA 90045Attention: Rita Patikas-Hunter

Tenant agrees and acknowledges that under Section 2.4 the effective date of the Termination Right is June 30, 2020 (the “Effective Termination Date”). Tenant further

Rent Buyout Costs.5.

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agrees and acknowledges that it is exercising its termination right earlier than the Effective Date. Notwithstanding any provision to the contrary in the Lease, as consideration for Landlord’s waiver of the Effective Termination Date, Tenant shall pay to Landlord an amount equal to One Hundred Forty-Two Thousand Seven Hundred Ninety-Seven Dollars ($142,796.17) (the "Rent Buyout Costs”), subject to Section 6 below. Landlord and Tenant acknowledge and agree that the Rent Buyout Costs is the sum of i) one-half of the Monthly Installment of rent for February 2020 and ii) three times the Monthly Installment of rent for June 30, 2025. Tenant shall pay the Rent Buyout Costs on or before the Termination Date by delivering a Cashier’s Check to:

City of Los Angeles, Skyview Centerc/o Colliers International6033 West Century Boulevard, Suite 710Los Angeles, CA 90045Attention: Rita Patikas-Hunter

Landlord and Tenant hereby acknowledge and agree that the existing Forty-One Thousand Six Hundred Nine and 48/100 Dollars ($41,609.48) Security Deposit held by Landlord under the Lease shall be retained by Landlord and applied to the Rent Buyout Costs set forth in Section 5 above. The Rent Buyout Costs shall therefore be reduced by the Security Deposit amount herein.

Security Deposit.6.

Except as otherwise provided in Paragraphs 8 and 9 hereof, and conditioned on the performance by the parties of the provisions of this Agreement:

Release of Liability.7.

(a) Landlord and Tenant shall, as of the Termination Date, be fully and unconditionally released and discharged from the respective obligations arising after the Termination Date from or connected with the provisions of the Lease; and

(b) this Agreement shall fully and finally settle all demands, charges, claims, accounts, or causes of action of any nature, including, without limitation, both known and unknown claims and causes of action that may arise out of or in connection with the obligations of the parties under the Lease after the Termination Date.

Each of the parties expressly waives the provisions of California Civil Code Section 1542,which provides:

"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release,

which if known by him must have materially affected his settlement with the debtor."

Each party acknowledges that it has received the advice of legal counsel with respect to the aforementioned waiver and understands the terms thereof.

Tenant represents and warrants to Landlord that a) Tenant has not heretofore assigned or sublet all or any portion of its interest in the Lease; b) no other person, firm or entity has any right, title, or interest in the Lease; c) Tenant has the full right, legal power and actual authority to enter into this Agreement and to terminate the Lease without the consent of any person, firm, or entity; and d) Tenant has the full right, legal power, and actual authority to bind Tenant to the terms and conditions hereof. Tenant further represents and warrants to Landlord that as of the date hereof, there are no, and as of the Termination Date, there shall not be any, mechanics liens or other liens encumbering all or any portion of the Premises by virtue of any act or omission on the part of Tenant, its

Representation of Tenant.8.

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predecessors, contractors, agents, employees, successors or assigns. Notwithstanding the termination of the Lease and the release of liability provided for herein, the representations and warranties set forth in this Paragraph 8 shall survive the Termination Date and Tenant shall be liable to Landlord for any inaccuracy or any breach thereof.

Notwithstanding the termination of the Lease and the release of liability provided for herein, Tenant shall remain liable, with respect to the period of tenancy prior to the Termination Date, for the performance of all of its obligations under the Lease including, without limitation, it indemnification obligations under Article 10 of the Lease.

Continuing Liability.9.

Should any dispute arise between the parties hereto or their legal representatives, successors, and assigns concerning any provision of this Agreement or the rights and duties of any person in relation thereto, the party prevailing in such dispute shall be entitled, in addition to such other relief that may be granted, to recover reasonable attorneys’ fees and legal costs in connection with such dispute.

10. Attorney’s Fees.

Governing Law. This Agreement shall be governed and construed under the laws of the11.State of California.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but such counterparts, when taken together, shall constitute one agreement.

12.

This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective legal representatives, successors, and assigns.

13. Binding Effect.

Time is of the Essence. Time is of the essence for this Agreement and the provisions14.contained herein.

Landlord and Tenant hereby agree to execute such further documents or instruments as may be necessary or appropriate to carry out the intention of this Agreement.

15. Further Assurances.

Voluntary Agreement. The parties have read this Agreement and mutual release as contained herein, and on the advice of counsel they have freely and voluntarily entered into this Agreement.

16.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as of the day and year first above written.

"Landlord":CITY OF LOS ANGELES, a California municipal corporation, acting by order of and through its Board of Airport Commissioners

By:

Name: Jeffrey Utterback

Its: Deputy Executive Director, CommercialDevelopment Group

"Tenant":KEOLIS TRANSIT AMERICA, INC., a Delaware corporation

_ -_____V " ________

UsLui:

By:

Name:

CFOTitle:By:

Name:

Title:

APPROVED AS TO FORM:Michael N. Feuer, City Attorney

Date:

By:Deputy/Assistant Cify Attorrf^y

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