3-8-2017

Matt Throckmorton

Executive Director

Utah Military Academy

5120 South 1050 West

Riverdale, Utah 84405

RE: Former Aristotle Academy, American Fork, Utah

Dear Matt:

Thank you for your interest in our building located at 680 South and 500 East in American Fork, Utah. Per our discussions, I have outlined below the general terms and conditions which would be incorporated into a lease agreement between the AFW, LLC, as Landlord, and Utah Military Academy, as Tenant.

Landlord:AFW, LLC

Tenant:Utah Military Academy

Tenant Address

for Notices:5120 South 1050 West

Riverdale, Utah 84405

Tenant Contact:Matt Throckmorton

615-339-3349

Fed ID#:46-5071480

Premises:Approximately 32,452 square feet, as shown on the attached Exhibit “A”.

Permitted Uses:During the term of the Lease, Tenant will use and occupy the Premises for the following and for no other purpose without the prior written consent of Landlord:

A state funded military academy

Lease Term:One (1) year and one (1) month

Lease

Commencement

Date:June1, 2017

Fixed Minimum

Rental Rate:Time PeriodMonthly

Months 1-13$37,500

Financial Statements: Upon request from Landlord, Tenant shall provide financial statements reflecting their current financial conditions.

Security Deposit:$20,000

Common Area

Maintenance:Tenant will pay a pro rata share, which is based on the ratio of the gross leasable area of the Premises to the gross leasable area of the buildings in the Shopping Center constructed and available for occupancy. Tenant’s pro rata share of such costs will be included in the Fixed Minimum Rental Rate stated herein.

Maintenance of

Landlord’s Building

and Premises:Landlord, at its sole cost, will perform all structural repairs and replacements of the building, which services Tenant’s Premises. Tenant will be responsible for all interior, non-structural maintenance and repairs and all building system maintenance and replacement (i.e. electrical, plumbing, HVAC, etc.). Landlord shall assign any new building and equipment warranties to Tenant, to the extent Tenant is responsible for maintenance, repair or replacement thereof.

Property Taxes:Tenant shall pay a pro-rata share of all real property taxes and assessments levied against the Shopping Center. Said pro-rata shall be calculated based on the proportion of leasable area of the Premises to the leasable area of all buildings assessed under the same tax parcel. Tenant’s share of such taxes will be included in the Fixed Minimum Rental Rate stated herein.

Casualty Insurance:Landlord shall provide “all risk” casualty insurance for the commercially reasonable replacement cost for the building of which the Premises are a part, including Tenant improvements plus 12 months’ rental income insurance. Tenant’s share of such insurance will be included in the Fixed Minimum Rental Rate stated herein.

Utilities:Tenant shall put utilities in their name and shall pay for all utilities used within the Premises.

Delivery of

Premises:Landlord shall deliver the Premises in an “As Is” condition, and the Premises shall include the playground area outside the Premises

Tenant

Improvements:Tenant will be accepting the Premises in a condition described above and will be responsible for all tenant improvements, including but not limited to Tenant’s trade fixtures, furniture, equipment, and inventory necessary to conduct business. Tenant will be required to submit space plans and specifications for said improvements to the Premises for Landlord’s approval prior to commencement of such improvements.

Sublease:Subject to Landlord’s prior approval, not to be unreasonably withheld or delayed, Tenant shall be able to sublease a portion of their space during the Lease Term.

Signage:Landlord shall allow tenant to install, at Tenant’s sole expense, Tenant’s signage above the Premises, with such signage to meet the criteria imposed by agreements into which Landlord has entered, all municipal codes and ordinances, and subject to Landlord’s approval, not to be unreasonably withheld.

Agency

Disclosure:Landlord and Tenant each represent to the other that they have not dealt with any real estate broker or agent(s) in connection with the negotiation of this transaction, except Kraig Erickson of Woodbury Corporation.

General

Contingencies:Tenant hereby acknowledges that the following conditions precedent exist as contingencies to the execution of a lease agreement, and hereby agrees that if such conditions are not satisfied, said lease agreement will not be executed:

  1. Landlord’s review and approval of Tenant’s use
  2. Landlord’s review and approval of Tenant’s current state of financial condition.
  3. Landlord’s review and approval of Landlord’s cost to demise and

improve the Premises to governing codes and Tenant’s requirements and specifications.

This proposal does not constitute a binding contract, and no contract is intended to arise unless and until the final Lease is approved by Landlord and Tenant’s Real Estate Committee and Board of Directors, and if fully executed by all parties. If Landlord and Tenant area unable, for any reason, to reach and execute a full and final Lease agreement relative to the Premises, neither party will have any claim against the other for any reason, including but not limited to any claim based on “part performance”, “detrimental reliance”, “good faith”, or other similar causes of action. All costs incurred by either party will be the sole responsibility of the incurring party. If the above terms and conditions are accurate and acceptable to you, please acknowledge your interest by executing this letter where indicated below and returning a copy to the undersigned. I look forward to your confirmation of these terms and to proceeding with the preparation of a formal Lease.

Sincerely,

Kraig Erickson

Woodbury CorporationAccepted:

Tenant: Utah Military Academy

By: ______

Its: ______

Date: ______

Landlord: AFW, LLC

By: ______

Its: ______

Date: ______