A&E PARTNERS HOLDING, LLC, VS ALORICA, INC.,

agreement (the "Lease") for real property located at South Dixie Highway, Cutler Bay, Florida (the "Premises"). A true and correct copy of the Lease is attached hereto as Exhibit A.

6. On or about November 12, 2010 , A&E Partners and A&E Partners Holding 1 Company, LLC ("A&E Holding") (collectively "Landlord"), as tenants in common and successors in interest to Parker, entered into a Revised First Amendment to Lease Agreement with PRC, LLC, as predecessor in interest to Precision Response Corporation, as Tenant (the "First Amendment"). A true and correct copy of the First Amendment is attached hereto as Exhibit B.

7. In Section 6 of the Revised First Amendment, the parties agreed that "[e]xcept as modified herein, all of the terms, covenants and provisions of the Original Lease are hereby confirmed and ratified and shall remain unchanged and in full force and effect." See First Amendment, Art. 6, § 6.

8. Effective April 1, 2016 , A&E Partners and A&E Holding, as Landlord, entered into a Second Amendment to Lease Agreement with Alorica, as successor by merger to PRC, LLC, as Tenant (the "Second Amendment"). A true and correct copy of the Second Amendment is attached hereto as Exhibit C.

9. The Lease provides that its covenants and agreements therein shall bind and inure to the benefit of the Landlord and Tenant and each of their successors and assigns. Lease, Art. 30, § 30.01.

10. In Section 3 of the Second Amendment, the parties agreed that "[e]xcept as modified herein all of the terms, covenants and provisions of the Lease and any subsequent amendments to it are hereby confirmed, ratified and shall remain unchanged and in full force and effect." See Second Amendment, Art. 3, § 3.

11. Section 7.01 of the Lease requires the Tenant to maintain and repair the Premises, interior and exterior, structural and non-structural, at its sole cost and expense:

Section 7.01 Throughout the Term, Tenant shall, at Tenant's sole cost and expense, maintain, repair and replace any equipment located on the Demised Premises, including, but not limited to, service equipment, HVAC, lighting, and any personal property, storage facilities, adjoining or appurtenant to the Demised Promises and will keep same in good order, condition and repair, and make all necessary repairs, replacements and renewals to the Demised Premises, interior and exterior (including the roof), structural and non-structural, ordinary and extraordinary and unforeseen and foreseen. Tenant will do or cause others to do all necessary shoring of foundations and walls of the buildings and every other act or thing for the safety and preservation thereof which may be necessary by reason of any excavation or other building operation upon any adjoining properly or street. During the Term, Tenant may elect to either maintain, repair or replace the items referenced herein; provided, however, Tenant shall replace any item necessary to maintain the Demised Premises in a safe or lawful condition.

Lease, Art. 7, § 7.01.

12. Section 7.03 further provides that the Landlord "shall not be required to furnish any services or facilities or to make any repairs or alterations in or to the Demised Premises" and that the Tenant "assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance, and management of the Demised Premises." Lease, Art. 7, § 7.03.

13. Section 8.01 of the Lease requires Tenant, in pertinent part, to comply with all "present and future laws, ordinances, orders, rules, regulations, and requirements of all federal, state and municipal governments, courts, departments, commissions, boards and officers " Lease, Art. 8, § 8.01.

14. Section 11.01 requires Tenant to "not do or suffer any waste or damage, disfigurement to the Demised Premises or any part thereof," and to perform "any repairs necessary to maintain the Demised Premises in accordance with Article 7 and Article 8 of the Lease and pursue[] the completion of same with due diligence and continuity." Lease, Art. 1, § 11.01.