Exhibit 10.11

LEASE AGREEMENT

This Lease Agreement is made July 19, 2018, between Smit Holdings, LLC, a South Dakota limited liability company, Landlord, with an address of 6300 S Avalon Ave., #222, Sioux Falls, South Dakota 57108 and, BitGo Holdings, Inc., a Delaware corporation, Tenant, with an address of 2443 Ash Street, Palo Alto, CA 94306.

ARTICLE 1

PREMISES AND TERM

Section 1.1 Leased Premises. Landlord leases to Tenant, and Tenant leases from Landlord, approximately 5,250 square feet of commercial office space in Suite #101 of the building located at 6216 Pinnacle Place, Sioux Falls, South Dakota 57108, on “Real Estate” legally described as Lot 3, Block 5 of Prairie Hills Addition to the City of Sioux Falls, South Dakota (the “Leased Premises”), such Leased Premises being more particularly depicted in “Exhibit A” attached hereto and made a part hereof.

Section 1.2 Initial Term. The initial term of this Lease is 61 months, commencing July 19, 2018 (the “Commencement Date”) and ending August 31, 2023.

Section 1.3 Tenant’s Option to Extend. Tenant will have the option to extend the lease term for one additional five year period with 2.5% annual rent escalators. The extension option may be exercised by Tenant only if Tenant gives Landlord written notice of the election to extend the term of this Lease at least 180 days prior to the expiration of the initial lease term. Tenant will have no right to renew this Lease unless Tenant is at that time in full compliance with all of the terms and provisions of this Lease.

Section 1.4 Possession Date. Tenant will be allowed possession of the Leased Premised on July 19,

2018.

ARTICLE 2

LEASED PREMISES ACCEPTED AS-IS

Section 2.1 Premises As-Is With the exception of work to be performed by Landlord as set forth in this Section 2.1, Tenant takes and accepts the Leased Premises in its “AS IS” condition. “AS IS” means in tenantable condition, with the lights, doors and HVAC in working or operating condition. Tenant’s taking of possession of Leased Premises will be conclusive evidence the Leased Premises were, on that date, in good, clean, and tenantable condition as represented by Landlord. Tenant acknowledges no representations to alter, remodel, or improve the Leased Premises, have been made by Landlord. Tenant has examined the Leased Premises, including all fixtures, if any. Landlord, at its sole expense, shall remove door lettering on conference room and suite entrance doors, professionally shampoo carpet in Leased Premises, replace all broken or stained ceiling tiles, repair all holes and drywall scars including cracked seam in ceiling of reception area, repaint all repaired areas with matching paint, and ensure that all light bulbs and light fixtures are in working order. Tenant acknowledges some of Landlord’s work will be done after possession date. Landlord shall use its best efforts to have work hereunder completed by August 1, 2018.

Section 2.2 Tenant Improvements. Upon Tenant’s receipt of possession of the Leased Premises, Tenant has the right, with Landlord’s prior approval of a remodel plan, to make leasehold improvements at Tenant’s sole expense. Landlord, however, is not liable to Tenant or any person or entity claiming through or under Tenant for any injury to person or property arising from Landlord’s ownership of the Leased Premises or the construction of the leasehold improvements. The installation of Tenant’s leasehold improvements is subject to the terms and conditions of Article 9 below.

Tenant shall have the right, without seeking Landlord’s prior approval to remove interior walls as shown in Exhibit A, re-work ceiling tile grid as necessary, replace damaged carpet and wood cove base, repair and repaint damaged walls, relocate light switches and remove light sconce, add any outlets, power poles, and data ports necessary for Tenant to conduct business, repaint interior walls of Leased Premises in

Lease Agreement

Tenant’s choice of color, and install a security system, to include security cameras, within and around the perimeter of the Leased Premises, including its common areas.

ARTICLE 3

RENT

Section 3.1 Base Rent. Tenant will pay Landlord annual rent as set forth below. The base rent set forth below shall begin on August 1, 2018. Upon execution of the lease, Tenant will provide a security deposit in the amount of $7,218.75 The rent will be payable by Tenant in equal monthly installments, on or before the first day of each month in advance at Landlord’s address stated in the opening paragraph. The rental rate is $5 per square foot on a triple net (NNN) basis until February 1, 2019, and $16.50 per square foot on a triple net basis (NNN) for the remainder of the initial term. The annual rent for the initial term is as follows:


Initial Lease Period	Annual Rent	Monthly Rent

August 1, 2018 - January 31, 2019	$26,250.00	$2,187.50
February 1, 2019 - August 31, 2023	$86,625.00	$7,218.75

Section 3.2 Base Rent During Option Period. If Tenant exercises the option to renew this Lease, the rental rate for the first year of the renewal period is $18.25 per square foot on a triple net (NNN) basis. Base rent will increase at an annual rate of two and one half percent (2.5%) per year during the renewal period. The annual rent payable during the option period is as follows:


Renewal Lease Period	Annual Rent	Monthly Rent

September 1, 2023 - August 31, 2024	$95,812.50	$7,984.38
September 1, 2024 - August 31, 2025	$98,207.81	$8,183.98
September 1, 2025 - August 31, 2026	$100,663.00	$8,388.58
September 1, 2026 - August 31, 2027	$103,179.58	$8,598.30
September 1, 2027 - August 31, 2028	$105,759.07	$8,813.26

Section 3.3 Additional Rent. Tenant agrees to pay, monthly, as additional rent Tenant’s proportionate share of all expenditures incurred by Landlord in managing, maintaining, repairing, replacing, operating, securing, lighting and cleaning the building and common areas of the Real Estate. The operating expenses shall also include real estate taxes, and the cost of building insurance.

Tenant’s proportionate share of such costs shall be based on the proportion of the total square foot area the Leased Premises bears to the total square foot rentable in the building. During the term of this lease Tenant will occupy 5,250 square feet of the current total rentable area of 10,715 square feet.

The monthly payments may be based on the Landlord’s reasonable estimate of the costs as set forth in Section 4.3 and subject hereto made at the beginning of each lease year. At the end of each lease year, Landlord will furnish a statement of all costs subject hereto and Tenant’s share thereof certified by Landlord. If, at the end of any lease year, the amount paid by Tenant is greater than its share as shown on said statement, the excess is credited against the next rent payments due hereunder. If at the end of any lease year, the amount paid by Tenant is less than its share as shown on said statement, the deficiency is payable with the next monthly rent payment due hereunder. Additional rent is currently estimated at $5 per rentable square foot (including Taxes as defined in Article 7 herein) at the time of the signing of this lease and may be adjusted annually. Notwithstanding the foregoing, during the Term, Tenant’s share of Controllable Operating Expenses (as defined herein) shall be the lesser of: (i) that amount calculated by increasing Tenant’s share of the Base Year (as defined herein) Controllable Operating Expenses by five percent (5%) each calendar year on a cumulative basis (the “Controllable Operating Expense Cap”); or (ii) Tenant’s proportionate share of the current year’s actual Controllable Operating Expenses.

Lease Agreement

For purposes of this Lease “Controllable Operating Expenses” shall include all Operating Expenses except real estate taxes, general liability insurance and commercial property insurance, utilities, and costs for snow and ice removal. For purposes of calculating the increase in Controllable Operating Expense Cap each year during the Term of this Lease, the “Base Year” shall be Tenant’s Share of Controllable Operating Expenses for the 2019 calendar year.

Section 3.4 Late Rent. All rent and other sums payable by Tenant which is not paid within 5 days of becoming due will bear interest from the date due to the date paid at the rate of eighteen percent (18%) per annum. In addition, Tenant will pay Landlord a $30.00 service charge for any check which is returned for insufficient funds.

ARTICLE 4

COMMON AREAS AND COMMON AREA EXPENDITURES

Section 4.1 Common Areas. The term “common areas” means that portion of the real estate described in Section 1.1, including the building, parking lot, sidewalks, landscaped areas, rights of way, and related improvements, and excepting only that area which is leased to tenants or constructed for lease to tenants. Landlord has made no representations as to identity, type, size or number of other tenancies in the building, and Landlord reserves the unrestricted right to change the design or size of the building, the driveways, parking areas, and identity and type of other tenancies and add buildings and other structures; provided only that the size of the Leased Premises, reasonable access to the Leased Premises, and minimum parking facilities as required by this Lease and governmental authorities will not be substantially or materially impaired, subject to the provisions of Article 13.

Section 4.2 Access to Common Areas. Landlord grants Tenant, and Tenant’s employees, customers and invitees, the nonexclusive right during the term of this Lease to use the common areas along with Landlord and all other tenants of Landlord, its and their employees, customers, and invitees. Tenant will not at any time interfere with the rights of Landlord and other tenants, its and their employees, customers and invitees, to use any part of the common areas.

Section 4.3 Common Area Maintenance. Landlord agrees to operate and maintain all common areas and facilities. The manner in which the common areas and facilities are maintained and the expenditures to do so will be at the sole discretion of Landlord. Landlord will also have the right to adopt and promulgate reasonable nondiscriminatory rules and regulations concerning the common areas. As set forth in Section 3.3, Tenant agrees to pay as additional rent its proportionate share of all expenditures incurred by Landlord in managing, maintaining, repairing, replacing, operating, insuring, not limited to, the cost of snow removal, line and exterior painting, traffic regulation, replacement of the paving, curbs and sidewalks, landscaping, drainage, lighting facilities, servicing of mechanical equipment, and taxes in monthly payments with the monthly rent payments. Landlord may amortize maintenance, repairs and replacement of items such as roof, parking, sidewalks, and mechanical, including HVAC, based on such item’s tax life and charge Tenant its proportional share of such items.

Section 4.4. Excluded Costs. Landlord shall, at Landlord’s cost, pay: (a) interest, principal on debt or amortization on any mortgage encumbering the Real Estate and buildings thereon; (b) tenant improvements made for other tenant(s) of the Real Estate; (c) leasing commissions; (d) legal costs in connection with lease negotiations; (e) violation by Landlord of any of the terms and conditions of this Lease; (f) all items and services for which Tenant reimburses Landlord outside of Additional Rent or pays third persons; (g) advertising for vacant space in the Building; (h) rental under any ground lease or other underlying lease; (i) repairs or maintenance covered by warranties, insurance or service contracts in existence on the Commencement Date to the extent that Landlord was actually reimbursed for same; (j) replacing structural portions of the building on the Real Estate, except if the cost of any replacement Landlord performs or that becomes necessary or desirable by reason of the negligence or willful act of Tenant, its agents, servants, employees, or invitees, shall be entirely reimbursed by Tenant in full; (k) Landlord’s income taxes attributable to payments hereunder or from other sources; and (l) capital expenditures for improvements to the Real Estate unless Tenant agrees in writing to share such costs.

Lease Agreement

Section 4.4 Parking. During the lease term, Tenant shall have shared use of all paved parking areas serving the building. Tenant will be granted eight dedicated parking spaces near the front entrance of the building, which will be marked (at Tenant’s expense) exclusively for Tenant’s customers. The parking spaces are depicted in “Exhibit B” attached hereto.

ARTICLE 5

TENANT’S USE

Section 5.1 Permitted Use of Leased Premises. The Leased Premises may be used only for a cryptocurrency financial institution (the “Permitted Use”) and for no other purposes without the written consent of Landlord, which consent will not be unreasonably withheld. Tenant will comply with all laws, ordinances and regulations affecting the Leased Premises or Tenant’s use therein, plus insurance company requirements affecting the cleanliness, safety, use and occupation of the Leased Premises.

Section 5.2 Use Restrictions, Trash. Tenant will not, without Landlord’s prior written consent, obstruct the common areas or use the same for business or display purposes, nor abuse the building, other improvements, fixtures or personal property constituting the building; nor use plumbing for any purpose other than that for which constructed; nor make or permit any noise or odor objectionable to the public or the Landlord to emit from the Leased Premises; nor create, maintain or permit a nuisance thereon; nor do any act tending to injure the reputation of the building; nor place or permit any radio or television antenna, loud speaker or sound amplifier, satellite dish, or other similar devices outside of the Leased Premises or any place where they may be seen or heard outside of the Leased Premises. Tenant will keep the Leased Premises clean and free from rubbish and dirt at all times, and will make nece

BITGO HOLDINGS, INC. S-1/A