Examples of leased premises clauses in contracts

Upon the termination of this Sublease for any reason whatsoever, Sublessee shall return possession of the Leased Premises to Sublessor or Sublessor’s authorized agent in a good, clean and safe condition, reasonable wear and tear excepted. On or before, and in any event no later than [NUMBER] days following the date Sublessee vacates the Leased Premises and returns possession of same to Sublessor, Sublessee and Sublessor, or authorized agents thereof, shall conduct a joint inspection of the Leased Premises. Sublessee at its cost shall thereafter promptly repair or correct any defects or deficiencies in the condition of the Leased Premises, reasonable wear and tear excepted.

g.Common Area Maintenance Charges: Sublessee shall be responsible for, and shall pay to Sublessor on demand, any and all costs, fees, charges, assessments, expenses or payments for which Sublessor is obligated or liable under the Master Lease with respect to the operation, maintenance and repair of common area of the Leased Premises. “Common area” shall include, without limitation, those areas in or about the property of which the Leased Premises are a part, which have been set aside for the general use, convenience and benefit of the occupants of the property and their customers and employees, including, without limitation, the automobile parking areas, sidewalks, landscaped areas and other areas for pedestrian and vehicular use.

a.Maintenance by Sublessee: Sublessee shall, at its sole cost and expense, keep in good and safe condition, order and repair all portions of the Leased Premises and all facilities appurtenant thereto and every part thereof which Sublessor is responsible to maintain or repair as lessee under the Master Lease, including without limitation, all plumbing, heating, air conditioning, ventilating, sprinkler, electrical and lighting facilities, interior walls, interior surfaces of exterior walls, floors, ceilings, windows, doors, entrances, all glass (including plate glass), and skylights located within the Leased Premises, walkways, parking and service areas within or adjacent to the Leased Premises. If the Leased Premises are not so maintained, and such condition continues [NUMBER] hours after notice or exists upon expiration or termination hereof, Sublessor may cause such maintenance to be performed at Sublessee's expense and/or may obtain maintenance contracts for the Store and charge the Sublessee for same. Sublessor shall, when and if it deems necessary, make any and all repairs on the Leased Premises, and Sublessee hereby consents to such actions by Sublessor. Sublessor may charge the Sublessee for any of the foregoing repairs, if, in Sublessor’s opinion, such repairs are occasioned by Sublessee's abuse or neglect. Sublessee shall not modify, alter, or add to the Leased Premises without the prior written consent of Sublessor.

c.Alterations and Liens: Sublessee shall not make or permit any other person to make any structural changes, alterations, or additions to the Leased Premises or to any improvement thereon or facility appurtenant thereto without the prior written consent of Sublessor first had and obtained. Sublessee shall keep the Leased Premises free and clear from any and all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Leased Premises at the instance or request of Sublessee. As a condition to giving its consent to any proposed alterations, Sublessor may require that Sublessee remove any or all of said alterations at the expiration or sooner termination of the Sublease term and restore the Leased Premises to its condition as of the date of Sublessee's occupation of the Leased Premises. Prior to construction or installation of any alterations, Sublessor may require Sublessee to provide Sublessor, at Sublessee's sole cost and expense, a lien and completion bond in an amount equal to one and one-half times the estimated cost of such alterations, to insure Sublessor against any Liability for mechanic's and materialmen's liens and to insure completion of the work. Should Sublessee make any alterations without the prior written consent of Sublessor, Sublessee shall remove the same at Sublessee’s expense upon demand by Sublessor.

f.Construction Work Done by Sublessee: All construction work required or permitted to be done by Sublessee shall be performed by a licensed contractor in a good and workmanlike manner and shall conform in quality and design with the Leased Premises existing as of the Commencement Date, and shall not diminish the value of the Leased Premises in any way whatsoever. In addition, all such construction work shall be performed in compliance with all applicable statutes, ordinances, regulations, codes and orders of governmental authorities and insurers of the Leased Premises. Sublessee or its agents shall secure all licenses and permits necessary therefor.

h.Removal of Alterations: In addition to Sublessor's right to require Sublessee at the time of installation or construction of any alteration to remove the same upon expiration or sooner termination of this Sublease, Sublessor may elect, by notice to Sublessee at least [NUMBER] days before expiration of the Term hereof, or within [NUMBER] days after sooner termination hereof, to acquire Sublessee to remove any alterations that Sublessee has made to the Leased Premises. If Sublessor so elects, Sublessee shall, at its sole expense, upon expiration of the Term hereof, or within [NUMBER] days after any sooner termination hereof, remove such alterations, repair any damage occasioned thereby, and restore the Leased Premises to the condition existing as of the Commencement Date or such other condition as may reasonably be designated by Sublessor in its election.

b.Signs: Subject to any and all requirements now or hereinafter enacted by any municipal, county, or state regulatory agency having jurisdiction thereover and subject to Sublessor’s written consent, Sublessee may erect at Sublessee's cost, a sign on the Leased Premises identifying the Leased Premises. Sublessee shall maintain, at Sublessee's sole cost and expense, said sign.

(a)Leased Premises. Landlord hereby leases to Tenant and Tenant leases from Landlord the Leased Premises. Landlord shall use reasonable efforts to ensure Tenant Parties’ (as defined below) access to the Leased Premises and shall permit Tenant to use the common areas of the Building (including but not limited to the bathrooms, cafeteria, hallways, stairwells, elevators and driveways and parking areas serving the Building) (the “Common Areas”) and all equipment located in the Leased Premises (but not the Common Areas) on the Commencement Date (including but not limited to all furniture, fixtures and equipment located therein). Promptly following the Commencement Date, Landlord and Tenant shall document an inventory of the moveable furniture, fixtures and equipment within the Leased Premises. Landlord and Tenant agree that the rentable square footage of the Leased Premises is 7,210 rentable square feet, comprised of 6,270 rentable square feet of office space located on the 1st floor of the Building (the “Office Premises”) and 940 rentable square feet of research& development laboratory space located on the 2nd floor of the Building (the “Lab Premises”).

Section1.04.Permits. Landlord shall, at Tenant’s sole cost and expense, use commercially reasonable efforts to fully cooperate with Tenant in Tenant’s efforts to obtain any necessary permits or licenses required for Tenant’s use, occupancy, conduct or maintenance of the Leased Premises and of the business to be conducted by Tenant in or upon the Leased Premises (“Tenant’s Permits”). Tenant shall, at Tenant’s own cost and expense, apply for and obtain Tenant’s Permits, and Tenant shall, at Tenant’s own cost and expense, make all necessary repairs and improvements for the granting of any such Tenant Permit or for the continuance of same. Without limiting the generality of the foregoing, Tenant’s Permits shall include import permits issued by the Centers for Disease Control and/or the U.S. Department of Agriculture if required by applicable law in connection with Tenant’s use, occupancy, conduct or maintenance of the Leased Premises or of the business to be conducted by Tenant in or upon the Leased Premises. In addition, if any work associated with radioactive materials is to be undertaken by Tenant in the Leased Premises, Tenant shall be obligated to obtain a radiation license along with establishing any appropriate associated programs; provided, however, notwithstanding that Tenant may have obtained a radiation license, Tenant shall notify Landlord’s Radiation Safety Officer (the “RSO”) of Tenant’s intent to use radioactive materials within the Leased Premises prior to any such use, and such proposed use shall be subject to the RSO’s prior review and written approval.

Section1.07.Security. Landlord shall maintain the existing security plan and apparatus for the Leased Premises and may maintain such security at all entrance points to the Gaithersburg Facility and to the Building as Landlord determines in its sole and absolute discretion (the “Facility Security”), in each case, at its sole cost. Tenant shall be entitled to utilize the Kaye Digiwatch System (“Digiwatch System”) in the Building in connection with Tenant’s use and operation of the Leased Premises. Landlord at its expense shall (i)maintain, repair and operate the Digiwatch System and (ii)make such modifications to the system as determined by Landlord. Those persons designated in writing (e-mail being sufficient) by Landlord and agreed to by Tenant (not to be unreasonably withheld, conditioned or delayed) shall, at all times, have access without prior notice, to any portion of the Digiwatch System located within the Leased Premises. Prior to the Commencement Date, Landlord, at Landlord’s sole cost and expense, shall provide Tenant with one (1)electronic key-card for each Tenant employee to allow Tenant’s employees to access the Leased Premises; provided, that, Tenant acknowledges that all Tenant employees are presently in possession of such electronic key-cards. Following the Commencement Date, Landlord, at Landlord’s sole cost and expense, shall provide Tenant with one (1)electronic key-card for each additional Tenant employee hired to allow such future Tenant employees to access the Leased Premises.

Landlord’s Work as set forth in Exhibit E. Tenant shall repair and restore any damage caused by its removal of Tenant’s personal property as well as any portion of the furniture, fixtures and equipment or improvements which it removes at Landlord’s direction, such that the Leased Premises are left in readily usable condition. Tenant shall obtain Landlord’s prior written approval for any removal that affects the Building’s structure or mechanical systems. In no event shall Tenant remove any lighting. If Tenant has not timely vacated and returned the Leased Premises to Landlord in the Surrender Condition as herein required, Landlord may re-enter and repossess the Leased Premises in accordance with applicable law and remove all persons, Tenant’s property, Tenant’s improvements and any furniture, fixtures and equipment timely designated by Landlord therefrom by summary proceeding, ejectment or other legal action. Landlord shall not be liable by reason of any such reentry, repossession or removal, or for Tenant’s property left in the Leased Premises. Any items of Tenant’s property that shall remain in the Leased Premises after the Expiration Date, may, at the option of Landlord, be deemed to have been abandoned, and in such case, such items may be retained by Landlord as its property or be disposed of by Landlord, in Landlord’s sole and absolute discretion, and Tenant shall be responsible for reimbursement of Landlord’s reasonable, actual out-of-pocket costs to dispose of the same. Following the Expiration Date, Tenant shall remain liable for all reasonable, actual, out-of-pocket costs incurred by Landlord in enforcing Tenant’s obligations under this Section2.02. All rights and remedies of Landlord hereunder shall be cumulative and not mutually exclusive of one another. The rights and remedies herein provided are in addition to the rights and remedies Landlord may enjoy under law and in equity.

Section2.04.Decommissioning. In addition to and not in lieu of the foregoing, no later than sixty (60)days prior to the Expiration Date, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by applicable law) to be taken by Tenant to de-commission the facility and surrender it to Landlord in accordance with Exhibit B, free from any residual impact from Tenant of Tenant’s operations within the Leased Premises, and otherwise released for similar use and occupancy (“Decommissioning”). Such description shall include a current listing of all Hazardous Materials (as defined below) used, stored, handled, treated, generated, released or disposed of from the Leased Premises, and all licenses and permits of Tenant (including Tenant’s Permits) with respect to the Leased Premises. Landlord shall have the right to have it and/or its environmental consultant inspect the Leased Premises following Tenant’s Decommissioning thereof.

water, sewer, phone and electricity available to the Leased Premises for use by Tenant during the Lease Term; and (ii)to provide the services listed on Exhibit C hereto to Tenant at the Leased Premises. Landlord shall in no event be liable for any interruption or failure of utility or other services to be provided by Landlord under this Lease on or to the Leased Premises. Notwithstanding the foregoing, if Tenant is prevented from using, and as a result thereof actually does not use (other than for storage purposes), the Leased Premises or any portion thereof because of (i)the unavailability of any utility or HVAC to be provided by Landlord hereunder, or (ii)lack of access to the Leased Premises or any portion thereof for a period of five (5)consecutive business days following Landlord’s receipt from Tenant of a written notice regarding such unavailability of utility or HVAC or lack of access, and such unavailability or lack of access was not caused by or through Tenant’s negligence or intentional misconduct, and was caused by Landlord’s negligence or intentional misconduct, then, as Tenant’s sole remedy therefor, Tenant shall be entitled to an abatement of Rent for each consecutive day (after such five (5)consecutive business day period) that Tenant is so prevented from using (and as a result thereof does not in fact use) all or such portion of the Leased Premises until such time as such utility or HVAC or access is restored. If less than the entire Leased Premises is affected by such interruption, the Rent abatement shall be prorated by a fraction, the numerator of which shall be the rentable area of the portion of the Leased Premises rendered unusable (and unused by Tenant) by the interruption and the denominator of which shall be the rentable area of the entire Leased Premises.

Section3.03.Landlord’s Access. Landlord and its affiliates and agents shall have the right to enter into and upon the Leased Premises, or any part thereof, at any time, for the purpose of examining the same, performing services or maintenance, or making repairs or alterations therein as may be necessary in Landlord’s discretion for the safety and preservation thereof or to comply with applicable law with respect to the use and operation of the Gaithersburg Facility (including the Building), or to show the Leased Premises to actual and prospective tenants, purchasers or lenders of the Gaithersburg Facility (including the Leased Premises). Landlord shall conduct its access in such a manner that it will minimize interruption of the Tenant’s business within the Leased Premises. Tenant agrees to cooperate with and allow access to any governmental authorities seeking access to the Leased Premises. Landlord and Landlord’s agents shall provide Tenant with one (1)business day notice prior to entry of the Leased Premises, except that no notice shall be required for entry by Landlord or Landlord’s agents for the purposes of performing maintenance, repairs, replacements or alterations or providing hard or soft services required by Exhibit C, or in the case of emergency.

Section5.01.Maintenance and Repairs. Landlord, at its sole cost and expense, shall (a)keep the foundations, exterior walls and roof of the Building, and the Common Areas in good order, repair and condition, ordinary wear and tear excepted; and (b)maintain, repair and replace, in substantially the same working order and condition as of the Commencement Date of this Lease, the Leased Premises including without limitation, the electrical, plumbing, HVAC and other mechanical systems within the Leased Premises, and any and all improvements, build-out and finishes within the Leased Premises. Landlord’s obligations to maintain, repair or replace any improvements and/or area within the Building shall not (w)unreasonably impede Tenant’s access to the Leased Premises or to utilities serving the Leased Premises, or (x)unreasonably affect Tenant’s use and occupancy of the Leased Premises. Any repairs and maintenance to elements of the Gaithersburg Facility that are not located within the Leased Premises but which serve the Leased Premises shall be repaired, replaced and maintained by Landlord at Landlord’s sole cost and expense, except to the extent caused by any damage or negligence or willful misconduct of Tenant, in which case the cost thereof shall be Tenant’s cost.

Section5.04.Landlord Obligation to Maintain, Repair or Rebuild. During the Lease Term and at Landlord’s sole cost and expense, (i)Landlord shall maintain, repair or cause any replacements to be made to any improvements or area of the Gaithersburg Facility reasonably necessary to enable the continued use of the Leased Premises as such use exists on the Commencement Date, and (ii)Landlord shall restore, rebuild or replace any improvements or area of the Gaithersburg Facility affecting the Leased Premises damaged, destroyed or taken by reason of a casualty or condemnation event; provided that, in each case, Landlord’s efforts to maintain, repair or replace any improvements and/or area within the Gaithersburg Facility affecting the Leased Premises shall not (i)unreasonably impede Tenant’s access to the Leased Premises or to utilities serving the Leased Premises, or (ii)unreasonably affect Tenant’s use and occupancy of the Leased Premises. Landlord’s efforts to maintain, repair or replace any improvements and/or area within the Gaithersburg Facility affecting the Leased Premises shall be limited to those in place at the date of loss which have been authorized by Landlord and shall not include any additions or alterations made by Tenant or any of Tenant’s personal property. In the event of a complete or partial taking or casualty of any portion of the Building or the Gaithersburg Facility or which materially and adversely affects the ability of Tenant to perform the Tenant’s business or Landlord to fulfill its obligations under this Lease, Landlord may terminate this Lease as of the date of the taking or casualty. Tenant shall have the right to seek an award for its moving expenses but all other awards shall belong to Landlord. If Landlord elects to terminate this Lease pursuant to this Section5.04, Landlord will give Tenant written notice of its election, and, subject to Tenant having reasonable opportunity to vacate the Leased Premises, this Lease will terminate upon the effective date of such notice, but Tenant’s Rent shall equitably abate from the date of casualty or the date of taking.

Section7.01.Waiver. There shall be no diminution or abatement of Rent or other compensation and no liability of Landlord (including by reason of any injury to or interference with Tenant’s business) arising from (i)any interruption or failure of utilities, services or access on or to the Leased Premises, (ii)the making of any repairs or alterations to any portion of the Leased Premises or the Gaithersburg Facility, or (iii)Landlord’s access rights pursuant to Section4.03. Notwithstanding the foregoing, but subject to Section5.04, Landlord shall diligently act to reinstate any failure of utilities, services or access to the Leased Premises. Except to the extent, if any, prohibited by law, Tenant waives the right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect.

Section7.04.The rights granted to Landlord in this Section shall be cumulative of every other right or remedy provided in this Lease or which Landlord may otherwise have at law or in equity or by statute, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies or constitute a forfeiture or waiver of Rent or damages accruing to Landlord by reason of any Default under this Lease. Landlord shall have all rights and remedies now or hereafter existing at law or in equity with respect to the enforcement of Tenant’s obligations hereunder and the recovery of the Leased Premises. No right or remedy herein conferred upon or reserved to Landlord shall be exclusive of any other right or remedy, but shall be cumulative and in addition to all other rights and remedies given hereunder or now or hereafter existing at law or in equity. Landlord shall be entitled to injunctive relief in case of the violation, or attempted or threatened violation, of any covenant, agreement, condition or provision of this Lease, or to a decree compelling performance of any covenant, agreement, condition or provision of this Lease. Landlord shall have no duty to mitigate its damages under this Lease, even after Landlord terminates or retakes possession of the Leased Premises.

telephones, switches and switching equipment, racks, wiring, cabling, telecommunications, antenna, communication equipment, and like equipment or systems, whether now or hereafter installed, except as otherwise provided in this Section12.16. Subject to the prior sentence, promptly, but no later than September30, 2018, Tenant shall, at Tenant’s sole cost and expense, install Tenant’s own self-managed network with wireless access points in the Leased Premises, including a CenturyLink internet circuit and all other IT systems, switches and switching equipment, racks, wiring, cabling, telecommunications and like equipment or systems necessary to implement and operate such network to and for the Leased Premises. All wiring, equipment and systems installed by Tenant in the Leased Premises, and the lines of demarcation for the circuit termination point, shall be subject to mutual agreement and consent by Landlord and Tenant in advance of Tenant’s installation thereof at Tenant’s sole cost and expense. Landlord makes no warranty or representation as to whether the Leased Premises is capable of supporting Tenant’s current, planned or future IT wiring, equipment or system. If any modifications to the Leased Premises are necessary to accommodate Tenant’s planned, existing or future IT wiring, equipment and/or system (including but not limited to additional HVAC), any such modification shall be made at the sole cost and expense of Tenant, with the prior reasonable consent of Landlord. Landlord’s failure to consent to any modifications or additional equipment (including, without limitation, supplemental HVAC) needed to accommodate any such planned, existing or future IT equipment shall not be deemed a constructive eviction or otherwise give rise to any right or remedy on the part of Tenant, notwithstanding any other provision hereof.

12.7.1.6. The Lessee may install an access control system at the entrance of the toilets in the first floor of the Leased Premises. In the event that upon expiration of the Term of Lease the Lessor demands the dismantling of the access control system and/or the louvre, the Lessee shall be obligated to follow this instruction.

12.10. The Lessee declares that it is aware that the Lessor is the holder of exclusive rights towards Israel Electric Corp. Ltd. (hereinafter: “IEC”) regarding the supply and use of electricity to the different areas of the Building, including in the Public Areas and the air-conditioning system in the Building and in the Leased Premises. The Lessee hereby waives absolutely and irrevocably its right to sign with IEC an electricity supply contract as stated above, and the Lessee undertakes to act in accordance with the provisions set forth in Appendix C of this Agreement.

For the avoidance of doubt, the Lessor shall not be responsible for repairing wear in the Leased Premises and/or systems thereof, except for damage and/or breakdown in the utilities of the Leased Premises — in respect of the electricity and water systems, the detectors and the sprinklers that reach the boundary of the Leased Premises and in respect of the air-conditioning system — also inside the Leased Premises. It is clarified that the Lessor shall be responsible for all the existing systems only until the boundary of the Leased Premises in the event of damage or breakdown that does not derive from works or modifications that were implemented by the Lessee. The Lessee shall be responsible for all the systems installed in the Leased Premises, except for the air-conditioning system in the Leased Premises for which the Lessor shall be responsible (except for damages and/or defects deriving from an act and/or omission of the Lessee and/or anyone acting on its behalf).

20.6. The Lessee shall not attach and/or install signs or ads on the exterior walls of the Leased Premises or the Building and/or the windows of the Leased Premises however only after obtaining the prior and written approval of the Lessor. Notwithstanding the aforesaid, it is agreed that the Lessee shall be entitled to install signage bearing the name of the Lessee and signage inside the Area of the Leased Premises. The signage shall be installed on the edge of the roof of the Building after the Lessor approves its location as displayed in a simulation presented by the Lessee. Any exterior signage shall be installed by the Management Company in the designated locations in the Project.

20.9. The Lessee undertakes to observe the provisions set forth in the law, including the municipal bylaws relating to the prevention of noise, smoke, vibrations, waste and odor nuisance as a result of the operation of the Leased Premises. The Lessee shall incur any fine and all legal costs in case a suit is brought against the Lessee or in case the Lessee files suit against the Lessor and/or the Management Company by any entity, in respect of any act or omission that caused the said nuisances.

23.3. The Lessee shall pay to the Lessor pre-estimated liquidated damages in an amount equal to the Rent due to the Lessor in respect of the last month of lease divided by 15 and subject to the provisions set forth regarding Linkage as stated in this Agreement, for each day of delay in vacating the Leased Premises. In case the delay in vacating the Leased Premises was greater than 30 days, the Lessee shall pay to the Lessor pre-estimated liquidated damages in an amount equal to the Rent due to the Lessor for the last month of lease as aforesaid, divided by 10, for each day of delay in vacating the Leased Premises.

3.1. The supply of electricity to the Leased Premises shall be made in the capacity specified in Appendix B1 of the Agreement, in alternating current in a frequency of 50 cycles per second, 230V between phase to zero and 400V between one phase to the other. Supply will be single phase or three phase including safety with semi-automatic circuit breakers that are designated for the nominal current of the Leased Premises. The Lessee is prohibited from replacing the said circuit breakers without obtaining the approval of the Management Company.

6.1. The Lessor will grant access to authorized employees on behalf of the Lessor at any reasonable time and upon advance coordination, to any electrical facility in the Leased Premises for the purpose of testing, inspecting, installing, repairing and replacing defective parts, including the removal, dismantling, assembly and other works that the Lessor deems necessary in the electrical facilities that supply electricity services to the Leased Premises. The Lessee shall assure to remove and/or move any facility that may disrupt the implementation of such works as specified above.

4.2.5. The Management Company shall set out procedures, rulesand conditions regarding the supply of electricity in the Building and the Leased Premises. The Management Company shall set the rates in connection with the electricity services to the Leased Areas, the Public Areas and to common systems in the Building, according to low voltage time of use rates charged by IEC, and the manner of distribution of the electricity supply expenses among the different lessees in the Building.

June12, 2014 and subject to the provisions set forth in Section13 of the Lease Agreement and on the condition that the securities and the Certificates of Insurance were delivered to the Lessor in accordance with the provisions set forth in the Lease Agreement. During the period between the Delivery Date of the Ground Floor and until the Lease Commencement Date the Lessee shall be considered solely as an authorized person in order to perform the adjustment works in the Ground Floor of the Leased Premises. During this period the Lessee shall be entitled to perform the adjustment works even in the first floor of the Leased Premises subject to obtaining the prior and written approval of the Lessor, and in the event the Lessee’s works disrupt the performance of the Lessor’s works in the first floor the Lessor shall be entitled to cease the Lessee’s works and the Lessee shall raise no claims and/or demands in connection therewith.

2.4.4. In addition, the Lessee undertakes to sign the contractor(s)that will perform the Lessee’s Works in the Leased Premises on an Undertaking enclosed with this Addendum, as stated in the provisions set forth in Appendix H enclosed with this Addendum, and as a prerequisite for the performance of the Works as stated above in the Leased Premises. In addition, the Lessee shall sign an Insurance Appendix in connection with the Works and undertakes to uphold its provisions in connection with the works that will be performed by the Lessee in the Leased Premises, including presentation of all the relevant certificate in connection with the arrangement of the insurances, as stated in Appendixes G1-G3 enclosed with this Addendum.

3 Subtracted Leased Premises – until November 4, 2018 (hereinafter: the "Payments until the End of the Year"). 2.1.2. The Lessee hereby announces irrevocably, and in accordance with the provisions set forth in the Lease Agreement, that it will realize the option for the Leased Premises in the Tamar Building (within its meaning hereunder) in such manner that the lease will be extended (from January 1, 2019 and until expiration of a period of 60 months) – and all in accordance with the provisions set forth in the aforesaid Addendum (including the increase of prices set out therein etc.). The consent of the Lessee as stated in the sub-section is an integral part of the consent of the Lessor to remove the Subtracted Leased Premises. 2.1.3. Subject to the fulfillment of the entire provisions set forth in this Addendum by the Lessee, and beyond the letter of the law, the Lessor will agree to receive partial reimbursement only for the performance of the works stated in section 6 of the Addendum in connection with the Subtracted Leased Premises (hereinafter in this sub-section: the "Works Section") according to the following description: An amount of NIS 2.8 per 1 sq.m. per month (in addition to statutory VAT) shall be added to the amount stated in section 2.1.2 as of January 1, 2019 and for a period of forty-eight (48) months in respect of the area of the Subtracted Leased Premises, whose area is at present approximately 747 sq.m., as reimbursement of a total amount up to the amount of NIS 100,000 (in addition to statutory VAT) in respect of the "Works Section." In accordance with the provisions set forth above, the Lessee will provide to the Lessor an additional guarantee in the amount of NIS 20,098 (including VAT) in respect of the increase in the amount of the lease contemplated in this section, for the purpose of assuring the full payment of the amounts set out in this sub-section. The guarantee shall be added to the other guarantees held by the Lessor, and the entire provisions applicable to the other guarantee – shall also apply to the said guarantee. [Signed] Ogen Yielding Real Estate Ltd. PolyPid Ltd.

5.1 The Leased Premises shall be used only for the Permitted Use. Tenant shall at its own cost and expense obtain any and all licenses and permits necessary for any such use. Tenant shall, at its own cost and expense, comply with all laws, orders, and requirements of all governmental entities with reference to the use and occupancy of the Leased Premises. Tenant shall take care of the Leased Premises and not permit any objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to emanate from the Leased Premises and not take any other action which would constitute a nuisance. Without Landlord’s prior written consent, Tenant shall not receive, store or otherwise handle any product, material, or substance which is explosive, highly inflammable or hazardous waste. Tenant will not permit the Leased Premises to be used for any purpose or in any manner (including without limitation any method of storage) which would render any insurance thereon void or the insurance risk more hazardous.

6.3 Except for repairs and replacement required to be made by Landlord under the provisions of this Article 6 and Article 12 (Damage by Casualty), Tenant shall keep the Leased Premises in a good and clean condition, ordinary wear and tear excepted, and shall at its sole cost and expense make all needed repairs and replacements, including cracked or broken glass, any special store front, windows, doors, heating system, plumbing work, pipes and fixtures, air-conditioning equipment, roof and the interior of the Leased Premises generally and other improvements of the Tenant outside the Leased Premises, if any, together with such repairs, replacements and alterations required by any governmental authority in connection with Tenant’s use and operation of the Leased Premises. In addition, Tenant shall be responsible for maintaining in a good, neat and clean condition, reasonable wear and tear excepted, all parking, driveway and landscaped areas located at the Leased Premises. If any repairs required to be made by Tenant hereunder are not initiated and pursued diligently within ten (10) days after notice is delivered to Tenant by Landlord, Landlord may at its option make such repairs, and Tenant shall pay to Landlord upon demand the reasonable cost of such repairs. Landlord agrees to afford to Tenant the benefit of any guaranties or warranties of third parties which may be applicable to air-conditioning equipment and other machinery and equipment installed by Landlord in the Leased Premises, without recourse upon Landlord.

12.2 In the event (a) the Leased Premises are totally destroyed, (b) the Leased Premises are partially destroyed but in Landlord’s reasonable opinion, cannot be restored to an economically viable and quality project, (c) the insurance proceeds payable to Landlord as result of such fire or casualty are, in Landlord’s reasonable opinion, inadequate to restore the portion remaining to an economically viable and quality project, or (d) less than 12 full calendar months remain in the Lease Term, Landlord may, at its election exercisable by the giving of notice to Tenant within sixty (60) days after the fire or casualty, terminate this Lease as of the date of such fire or casualty. Landlord shall notify Tenant within sixty (60) days after such damage as to the amount of time Landlord reasonably estimates it will take to restore the Leased Premises. If the restoration time is estimated to exceed 6 months, Tenant may elect to terminate this Lease by giving notice to Landlord no later than thirty (30) days after Landlord’s notice. If this Lease is not terminated as a result of fire or casualty, Landlord shall restore the Leased Premises to substantially the condition in which the same existed prior to the fire or casualty. Landlord’s obligation to rebuild and repair shall in any event be limited to restoring the Leased Premises to substantially the condition in which the same existed prior to such casualty, exclusive of any alterations, additions, improvements, fixtures or equipment installed by Tenant. Tenant agrees that promptly after completion of such work by Landlord, Tenant will proceed with reasonable diligence and at Tenant’s sole cost and expense, to restore, repair and replace all alterations, additions, improvements, fixtures, signs and equipment installed by Tenant. Tenant shall, subject to delays arising from the collection of insurance proceeds or from Force Majeure events, promptly re-enter the Leased Premises and commence doing business in accordance with this Lease. During the period of restoration by Landlord, Rent shall be abated to the extent that the Leased Premises are rendered untenable.

13.1 If during the Lease Term, an authority with the power of eminent domain condemns all of the Leased Premises, then this Lease shall terminate on the date such authority takes possession of the Leased Premises. If less than all the Leased Premises is condemned, then Tenant shall have the right to terminate this Lease if such portion of the improvements on the Leased Premises should be condemned in such a manner that the balance of the Leased Premises is not fit for the continued use by Tenant for the Permitted Use. Tenant shall exercise the termination rights of this Paragraph no later than thirty (30) days after the condemning authority takes possession of the portion of the Leased Premises. Immediately upon the taking of possession of the portion of the Leased Premises taken by the condemning authority, if this Lease is not terminated, the Rent shall be reduced to such extent as may be fair and reasonable under the circumstances, as reasonably determined by the parties.

Tenant shall be liable for all real estate and personal property taxes levied or assessed against the Leased Premises and any personal property or fixtures placed in the Leased Premises. If any such taxes are levied or assessed against Landlord or Landlord’s property and (a) Landlord pays the same, or (b) the assessed value of Landlord’s property is increased by inclusion of such personal property and fixtures and Landlord pays the increased taxes, then, upon demand, Tenant shall pay to Landlord such taxes. Tenant’s obligation shall survive the expiration or earlier termination of this Lease.

16.7 Upon termination of this Lease or upon termination of Tenant’s right to possession of the Leased Premises, Landlord may, but shall not be obligated to, attempt to relet the Leased Premises. If Landlord does elect to relet, Landlord may relet such portion of the Leased Premises, for such period, to such tenant, and for such use and purpose as Landlord, in the exercise of its reasonable discretion, may choose. Tenant shall not be entitled to the excess of any rent obtained by reletting over the Rent herein reserved.

18.1 Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust, or other lien presently existing or hereafter placed upon the Leased Premises, and to any renewals and extensions thereof; but Tenant agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Landlord is hereby irrevocably vested with full power and authority, if it so elects at any time, to subordinate this Lease to any mortgage, deed of trust, or other lien hereafter placed upon the Leased Premises. Tenant agrees, upon demand to execute such further instruments subordinating this Lease as Landlord may reasonably request, to evidence such subordination. In the event that Tenant should fail to execute any such instrument promptly as reasonably requested, Tenant hereby irrevocably constitutes Landlord its attorney-in-fact to execute such instrument in Tenant’s name, place and stead. Upon the written request of any person or party succeeding to the interest of Landlord under this Lease, Tenant shall automatically become the tenant of and attorn to such successor in interest without any change in any of the terms of this Lease. In the event the Leased Premises is encumbered by any mortgage, deed of trust, or other lien, Tenant shall have the right to request that Landlord use reasonable efforts to obtain a non-disturbance agreement on said lien holder’s standard form.

1.2 Leased Premises. Approximately 87,120 square ft (“Leased Premises”) of that certain real property consisting of approximately ten (10) acres and commonly known as APN: 122-090-58-00 located in the City of Oceanside, County of San Diego, State of California, as more particularly described on Exhibit “A” attached hereto and incorporated herein by reference (“Property”).

1.3 Excluded From Leased Premises. Notwithstanding Section 1.2 above, approximately eight (8) acres of the Property will be excluded as part of the Leased Premises and will remain under Landlord’s control (“Excluded Portion”). A description of the Excluded Portion is described on Exhibit “B”.

2.3 Possession and Entry. Tenant shall be entitled to early possession of the Property for purposes of preparing the Leased Premises for its intended use. Tenant shall not be required to lease the entire Leased Premises on the Commencement Date and may take possession of one (1) acre of the Leased Premises at a time and at any given time as agreed upon by the parties hereto. In the event Tenant elects to take possession of only a portion of the Leased Premises, Tenant will provide written notice to Landlord specifying which portion of the Leased Premises Tenant wishes to take possession of no less than seventy-five (75) days prior to Tenant taking such possession. The specific portion of leased acreage is subject to Landlord’s approval prior to Tenant’s ability to give notice. In the event Tenant elects to lease the entire Leased Premises, Tenant shall provide six (6) months’ notice to Landlord before taking possession of the Leased Premises for purposes of allowing Landlord sufficient time to vacate the Leased Premises. Notwithstanding the foregoing, Landlord agrees to make best efforts to vacate the land designated by Tenant as quickly as possible after receiving Tenant’s notice. The portion(s) of the Leased Premises subject to this Section is referred to herein as the “Leased Portion.” Notwithstanding anything else to the contrary, the parties hereto agree that the Leased Portion subject to this Lease as of the Commencement Date includes that certain space consisting of approximately 25,000 square feet already being leased by Tenant pursuant to that certain Lease with Option to Purchase dated January 1, 2020, and no notice shall be required for Tenant to take possession of such space.

5. Use of the Leased Premises. The Leased Premises shall, during the term of this Lease, be used for open field farming including, but not limited to, the planting, growing and harvesting of agricultural crops including the cultivation of Industrial Hemp.

5.2 Waste, Nuisance and Unlawful Purpose. Tenant shall not commit or permit the commission by others of any waste on the Leased Premises. Tenant shall not maintain, commit, or permit the maintenance or commission of any nuisance as defined in Section 3479 of the California Civil Code on the Leased Premises. Tenant shall not use or permit the use of the Leased Premises for any unlawful purpose under California law. Tenant shall, at Tenant’s sole cost and expense, comply with all California laws regarding the use of the Leased Premises, including without limitation, zoning restrictions, environmental regulations and permit requirements.

5.3 Operations on the Leased Premises. All operations conducted on the Leased Premises shall be conducted by Tenant in accordance with the best course of husbandry practiced in the geographical vicinity of the Property. Should Tenant fail to take any action required by the best course of husbandry practiced in the geographical vicinity of the Property or should Tenant fail to conduct any operation undertaken by it on the Leased Premises in accordance with the best course of husbandry practiced in the geographical vicinity of the Property, Landlord may, after serving thirty (30) days written notice of such failure on Tenant and Tenant’s failure to correct the condition(s) described in the notice within such thirty (30) day period, in the manner prescribed in Section 15.3 (Notices) of this Lease, enter the Leased Premises and take such action as Landlord may deem necessary to protect its interest in this Lease and in the Leased Premises. Tenant agrees to reimburse Landlord on demand for the cost of any actions taken by Landlord pursuant to the provisions of this Section. In the event that Landlord has no notice of Tenant’s failure pursuant to this Section and takes no action or is unable to protect its interest in this Lease and in the Leased Premises pursuant to this Section, Tenant shall be liable to Landlord for losses caused by Tenant’s failure.

6.4.3 Fencing. Landlord, at Landlord’s sole cost and expense, shall fence the entire perimeter of the Leased Premises. Tenant, at Tenant’s sole cost and expense, shall maintain the perimeter fencing during the term of the Lease.

9.2 Increased Hazards. Tenant shall not commit or permit the commission of any acts on the Leased Premises nor use or permit the use of the Leased Premises in any manner that will increase the existing rates over the standard rate of insurance prevailing in the area of the Leased Premises or cause a cancellation of any insurance policy covering any part or all of the Leased Premises. Tenant shall, at Tenant’s sole cost and expense, comply with any and all requirements of Landlord’s insurance carriers necessary for the continued maintenance at reasonable rates of liability insurance on the Leased Premises.

9.4 Commercial General Liability Insurance. Tenant shall procure and maintain during the Term of this Lease, at Tenant’s sole cost and expense, a policy or policies of commercial general liability insurance on an “occurrence” basis against claims for personal injury liability, including, without limitation, bodily injury, death, or property damage liability with a limit of not less than One Million Dollars ($1,000,000.00) to cover personal injury to any number of persons or of damage to property arising out of any one occurrence for Tenant’s activities on the Leased Premises. This liability insurance shall be primary and not contributing to any insurance carried by Landlord, and Landlord’s insurance, if any, shall be in excess of this insurance. Landlord shall be named as additional insured on such policy.

Notices given under this Section shall specify the alleged default and the applicable Lease provisions, and shall demand that Tenant perform the provisions of this Lease or pay the rent that is in arrears, as the case may be, within the applicable period of time, or quit the Leased Premises. No such notice shall be deemed a forfeiture or a termination of this Lease unless Landlord so elects in the notice. The purpose of the notice requirements set forth in this Section is to extend the notice requirements of the unlawful detainer statutes of California.

1. The Leased Premises. Approximately ten and a half (10.5) acres (“Leased Premises”) of that certain real property consisting of approximately fifty-two and a half (52.54) acres and commonly known as APN: 122-100-47-00, located in the City of Oceanside, County of San Diego, State of California (the “Property”). Approximately forty-two (42) acres of the Property will be excluded as part of the Leased Premises and will remain under Landlord’s control (“Excluded Portion”). The Property and the Leased Premises are described and depicted on Exhibit A attached hereto.

5.1 Waste, Nuisance and Unlawful Purpose. Tenant shall not commit or permit the commission by others of any waste on the Leased Premises at Tenant’s direction. Tenant shall not maintain, commit, or permit the maintenance or commission of any nuisance as defined in Section 3479 of the California Civil Code on the Leased Premises. Tenant shall not use or permit the use of the Leased Premises for any unlawful purpose under California law. Tenant shall, at Tenant’s sole cost and expense, comply with all California laws regarding the use of the Leased Premises, including without limitation, zoning restrictions, environmental regulations and permit requirements. Tenant hereby confirms that it is illegal under the Controlled Substances Act (U.S.C. Title 21, Section 811) to use, possess, grow and sell certain controlled substances, and Tenant shall indemnify and hold Landlord free and harmless from any and all claims, liability, loss, damage, or expense resulting from Tenant’s use of the Leased Premises if Tenant elects to use any portion of the Leased Premises for such purposes.

16.4 Legal Actions. Landlord, at Tenant’s sole cost and expense, shall have the right, but not the obligation, to join and participate in any legal proceedings or actions initiated in connection with any claims or causes of action arising out of the storage, generation, use or disposal by Tenant, its agents, employees, contractors or invitees, of Hazardous Materials on, under, from or about the Leased Premises. If the presence of any Hazardous Materials on, under or about the Leased Premises caused or permitted by Tenant, its agents, employees, contractors or invitees, could result or results in (i) injury to any person, (ii) injury to or contamination of the Leased Premises or (iii) injury to or contamination of any real or personal property wherever situated, Tenant, at its sole cost and expense, shall promptly take all actions necessary to return the Leased Premises to the condition existing prior to the introduction of such Hazardous Materials to the Leased Premises and to remedy or repair any such injury or contamination. Notwithstanding the foregoing, Tenant shall not, without Landlord’s prior written consent, take any remedial action in response to the presence of any Hazardous Materials on, under or about the Leased Premises, or enter into any settlement agreement, consent decree or other compromise with any governmental agency with respect to any Hazardous Materials claims without Landlord’s prior written consent; provided, however, Landlord’s prior written consent shall not be necessary in the event that the presence of Hazardous Materials on, under or about the Leased Premises (i) poses an immediate threat to the health, safety or welfare of any individual or (ii) is of such a nature that an immediate remedial response is necessary and it is not possible to obtain Landlord’s consent before taking such action.

3.03Compliance with Laws, Rules and Regulations. Tenant, at its sole cost and expense, shall comply with all laws, ordinances, orders, rules and regulations of state, federal, municipal, or other agencies or bodies having jurisdiction over use, condition, and occupancy of the Leased Premises. Tenant must use and maintain the Leased Premises in a clean, careful, safe, and proper manner and in compliance with all Applicable Laws, including Applicable Laws pertaining to health, safety, disabled persons, and the environment; provided, however, that Tenant shall not be required to make any structural changes or repairs to the Leased Premises unless the need for such structural changes or repairs is caused by Tenant, its agents, employees, invitees, or others for whom Tenant is responsible pursuant to the terms and provisions of this Lease. Notwithstanding anything to the contrary contained elsewhere in this section, it is expressly agreed and understood that Tenant’s obligation to comply with all Applicable Laws does not apply to any violations of Applicable Laws that (a) were in effect and (b) were being violated or with which the Leased Premises was not in compliance immediately prior to the time Tenant accepted the Leased Premises, including without limitation any existing environmental contamination. Tenant will comply with the rules and regulations of the Leased Premises adopted by Landlord in its reasonable discretion. All such rules and regulations and changes and amendments thereto will be sent by Landlord to Tenant in writing and shall thereafter be carried out and observed by Tenant.

3.05Inspection. Landlord or its authorized agents shall at any and all reasonable times have the right to enter the Leased Premises to inspect the same, to supply janitorial service or any other service to be provided by Landlord, to show the Leased Premises to prospective purchasers or tenants (which right to show the Leased Premises to prospective tenants shall be limited to the last one hundred eighty [180] days of the Term of this Lease, as the same may have been extended hereunder), and to alter, improve, or repair the Leased Premises or any other portion of the Project. Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon, and about the Leased Premises and upon Landlord’s request, Tenant shall immediately provide Landlord with keys to all of the doors of the Leased Premises. Tenant shall not change Landlord’s lock system or in any other manner prohibit Landlord from entering the Leased Premises. Landlord shall have the right to use any and all means that Landlord may deem proper to open the Leased Premises in an emergency without liability therefor. Notwithstanding anything to the contrary contained hereinabove, Landlord agrees to (a) utilize reasonable efforts (except in the event that an emergency either exists or reasonably appears to exist or be imminent) to give Tenant twenty-four (24) hours advance notice of any intended entry by Landlord or its agents or representatives upon the Leased Premises during regular business hours and (b) utilize reasonable efforts in a good faith attempt to cause as little interruption and interference with Tenant’s conduct of business in the Leased Premises as is reasonably practicable.

4.01Building Services. So long as Tenant continues to occupy the Leased Premises and does not commit an event of default under this Lease, and subject to the terms and provisions hereof, Landlord shall provide to Tenant the same utility service connections to the Leased Premises as currently exist. If Tenant requires electricity in excess of the electricity Landlord must furnish under the preceding sentence, Landlord, at Tenant’s expense, will make a reasonable effort to meet (but shall have no liability for failure to meet) Tenant’s needs through the then existing feeders servicing the Leased Premises. Tenant shall pay the cost of all utility services, including, but not limited to, initial connection charges, all charges for gas, electricity, water, sanitary and storm sewer service, and for all electric lights. Landlord, not Tenant, will install any supplemental risers or wiring to meet Tenant’s excess electrical requirements at Tenant’s sole cost and expense unless Landlord agrees to permit Tenant to install same. Notwithstanding anything set forth in this Lease to the contrary, Tenant shall be solely liable and obligated for, and shall make payment directly to the service provider for, any and all electrical power now or hereafter provided to the Leased Premises and any and all janitorial and/or cleaning services utilized by Tenant in connection with the Leased Premises.

6.01Acceptance of Leased Premises. Tenant has accepted the Leased Premises as suitable for the purposes for which they are let. Landlord granted Tenant the right to access the Leased Premises prior to the Commencement Date for the purpose of installing its tenant improvements, fixtures and equipment.

7.05Hold Harmless. Tenant shall indemnify, defend and hold Landlord harmless of and from any loss, reasonable attorney’s fees, expenses, claims, fines, suits, costs, and liability of every kind arising because of any bodily injury, death, and/or damage to property occurring in or resulting from any occurrence in the Leased Premises during the Term of this Lease and any holdover period save and except for any costs occasioned by the gross negligence or willful wrongful acts of Landlord or its agents or employees. Landlord shall not be liable to Tenant, Tenant’s employees, agents, invitees, licensees, or visitors, or to any other person, for any injury to person or damage to property on or about the Leased Premises caused by any act or omission of Tenant or its agents, servants, or employees, or of any other person entering upon the Leased Premises under express or implied invitation by Tenant, or caused by the improvements located on the Leased Premises becoming out of repair, the failure or cessation of any service provided by Landlord (including security service and devices), or caused by leakage of gas, oil, water, or steam or by electricity emanating from the Leased Premises. WITHOUT LIMITATION, LANDLORD AND TENANT INTEND AND AGREE THAT THE FOREGOING INDEMNITIES AND RELEASES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ANY LOSS, ATTORNEYS’ FEES, EXPENSES, CLAIMS, FINES, SUITS, COSTS, AND LIABILITY OF EVERY KIND THAT IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY.

9.01Landlord Assignment. Landlord shall have the right to sell, transfer, or assign, in whole or in part, its rights and obligations under this Lease and in the Leased Premises. Any such sale, transfer, or assignment shall operate to release Landlord from any and all liabilities under this Lease arising after the date of such sale, assignment, or transfer. Additionally, Tenant shall continue to make payment of all Rent and other amounts due and payable from Tenant to Landlord hereunder to the named Landlord at the address set forth in Section 1.08 hereinabove until such time as Tenant receives an instrument executed by both the Landlord and such transferee or assignee giving notice of such transfer or assignment and including instructions for the delivery of payments and notices by Tenant to such transferee or assignee and affirming the assumption (by the transferee or assignee identified therein) of all of Landlord’s obligations and responsibilities under the Lease that are properly due, performable, allocable, and attributable to any period of time subsequent to the date of such transfer or conveyance.

13.14Anti-Terrorism Representations. Tenant is not, and shall not during the Term become, a person or entity with whom Landlord is restricted from doing business under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (commonly known as the “USA Patriot Act”) and Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001 and regulations promulgated pursuant thereto (collectively, “Anti-Terrorism Laws”), including without limitation, persons and entities named on the Office of Foreign Asset Control Specially Designated Nationals and Blocked Persons List (collectively, “Prohibited Persons”). To the best of its knowledge, Tenant is not currently engaged in any transactions or dealings, or otherwise associated with, any Prohibited Persons in connection with the use or occupancy of the Leased Premises. Tenant will not in the future during the Term engage in any transactions or dealings, or be otherwise associated with, any Prohibited Persons in connection with the use or occupancy of the Leased Premises. Breach of these representations constitutes a material breach of this Lease and shall entitle Landlord to any and all remedies available thereunder, or at law or in equity.

The Landlord shall operate, maintain and repair the Common Areas in accordance with the standards applicable for comparable office buildings in the City of Vancouver. The Tenants shall be entitled to the use of the Common Areas subject to the rules and regulations referred to in Section 7.04 provided that the Common Areas shall at all times be subject to the exclusive control and management of the Landlord. The Landlord shall be entitled to construct, alter, maintain, operate and police the same, change the area, location and arrangement thereof, and make all rules and regulations pertaining to and necessary for the proper operation and maintenance thereof; provided that in exercising such rights the Landlord shall make reasonable efforts to minimize interference with the Tenant's use of the Leased Premises. The Tenant and all other persons permitted to use the Common Areas shall do so at their sole risk. In no event shall the Landlord be responsible for any interruption in elevator service provided that the Landlord proceeds expeditiously to restore service, nor shall there be repayment or reduction of the Rent.

its separate check meter for the purpose of measuring, without limitation, the consumption of electricity and water in the Leased Premises. The Tenant shall advise the Landlord forthwith of any installations, appliances or business machines used by the Tenant which are likely to require large consumption of electricity or other utilities. The Landlord shall replace from time to time electrical light bulbs, tubes and ballasts serving the Leased Premises and the Tenant shall pay to the Landlord forthwith upon demand as Additional Rent the cost thereof plus an Administrative Charge.

The Development shall be known and identified as 815 WEST HASTINGS LTD. or by such other name as designated by the Landlord from time to time. The Tenant shall not erect any sign or advertising material upon any part of the Development, including the Leased Premises. The Tenant shall be entitled to have its name upon the directory board installed by the Landlord in the ground floor lobby of the Development and, at its own expense, shall be entitled to require the Landlord to affix to the entrance of the Leased Premises its name in accordance with the Landlord's uniform scheme of tenants' identification or such other scheme as may be approved in writing by the Landlord, which approval may be arbitrarily withheld.

The Tenant shall restore forthwith, at the Tenant's expense, and with glass of the same colour and quality, any broken or damaged glass in or on the Leased Premises, including glass doors and sidelights leading into or out of the Leased Premises. The Tenant shall also be responsible for the cost of repairing or replacing any damaged or broken glass in the exterior windows of the Leased Premises if such damage was caused by the Tenant or those for whom the Tenant is in law responsible.

20.These rules and regulations, together with all reasonable amendments, deletions and additions, are not necessarily of uniform application, but may be waived in whole or in part in respect of other tenants of the Development without affecting their enforceability with respect to the Tenant and the Leased Premises, and may be waived in whole or in part with respect to the Leased Premises without waiving them as to future application to the Leased Premises. The imposition of such rules and regulations shall not create or imply any obligation of the Landlord to enforce them or create any liability of the Landlord for their non-enforcement.

LOCATION OF LEASED PREMISES. The Leased Premises is located at 474 Highline Dr., East Wenatchee, Washington, on the Real Property legally described on Exhibit A attached hereto, and incorporated as if fully set forth herein. The Lease is subject to all easements, restrictions, agreements of record, mortgages and deeds of trust, and zoning and building laws.

DESCRIPTION OF LEASED PREMISES. The Leased Premises shall consist only of buildings B and H located on the Real Property, together with related improvements, landscaped areas, and parking facilities. The locations of said buildings are diagramed on the map attached as Exhibit B, which is incorporated as if fully set forth herein.

4.1Payment. Tenant shall pay directly to the appropriate supplier all charges for electricity, garbage collection, gas, internet and telephone supplied to the Leased Premises. Payment for water and sewer shall be paid by Landlord in the amount of $76.00 per month for sewer and $138.00 every two months for water ("Estimated Utilities"). In the event Tenant's water and/or sewer is above the Estimated Utilities, Landlord shall provide an invoice of the overage to Tenant via email at the address listed below in Section 15.4, and Tenant shall have ten (10) days to reimburse Landlord ("Overage"). Failure to timely pay all utilities within (30) days of its due date constitutes an event of default. Failure to timely pay an Overage by its due date constitutes an event of default.

4.3.1 Taxes and Other Payments. Landlord shall timely pay all real property taxes, other charges, and assessments properly levied against the Leased Premises. Should Tenant's use or any subtenant's use of the Leased Premises cause increases in property taxes, Landlord may adjust the Rent by the increase in the property taxes due. By way of example, rent is initially set at $7,750.00 per month and the real estate tax increases from $1,200.00 to $2,400.00 per year, or a $1,200.00 increase. Landlord may adjust the rent to $7,850.00 per month to reflect the increase of the real estate taxes.

4.3.2 Personal Property Taxes. Tenant shall pay, before delinquency, any and all taxes levied or assessed on, or as a result of, Tenant's leasehold improvements, equipment, furniture, fixtures and any other personal property located on the Leased Premises. In the event any or all of Tenant's leasehold improvements, equipment, furniture, fixtures, and other personal property shall be assessed and taxed with the Real Property, Tenant shall pay to Landlord its share of such taxes within ten (10) days after delivery to Tenant from Landlord of a statement in writing setting forth the amount of such taxes applicable to Tenant's property.

6.3 Surrender of Leased Premises. On the last day of the term of this Lease, or on any sooner termination, Tenant shall surrender the Leased Premises to Landlord in good condition, ordinary wear and tear excepted. Tenant shall repair any damage to the Leased Premises occasioned by Tenant's use thereof or by the removal of Tenant's trade fixtures, furnishings, and equipment, which repair shall include the patching and filling of holes and repair of any structural damage. Tenant shall renovate the Leased Premises, returning it substantially to its original condition prior to the Carlson Lease.

9.3 Partial Taking. In the event of any Condemnation that does not result in a termination of this Lease, this Lease shall remain unaffected except the Base Rent shall be equitably abated to the extent that Tenant is deprived of use of the Leased Premises. In the event the Lease is not terminated following a Condemnation, Landlord will, at its expense, restore with reasonable diligence the remaining portions of the Leased Premises to as near its former condition as is reasonably possible; provided, however, that there are sufficient condemnation proceeds available to Landlord to restore the Leased Premises, and provided further that the requirement to restore the Leased Premises shall not extend to any furnishings, fixtures, or equipment that Tenant had previously installed in the Leased Premises, whether or not title of such items had passed to Landlord under other provisions of this Lease.

13.2.3 Relet the Leased Premises. Landlord, at its option, may relet the whole or any part of the Leased Premises, from time to time, either in the name of Landlord or otherwise, to such tenants, for such terms ending before, on or after the expiration date of the Lease term, at such rentals and upon such other conditions (including concessions and free rent periods) as Landlord, in its sole discretion, may reasonably determine to be appropriate. Landlord, at its option, may make such physical changes to the Leased Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting without relieving Tenant of any liability under this Lease or otherwise affecting Tenant's liability. In the event Landlord elects to relet the Leased Premises, rent received by Landlord for such reletting shall be applied; first, to the payment of any cost of reletting; second, to pay the cost of any alterations or repairs to the Leased Premises; third, to the payment of indebtedness other than rent owed by Tenant to Landlord; and fourth, to the payment of rent due and unpaid under the Lease, and the residue, if any, shall be held by Landlord and applied to the payment of future rent as the same may become due and payable. Should rent received from the reletting of the Leased Premises during any month be less than the rent payable under the terms of the Lease by Tenant, then Tenant shall pay the deficiency to Landlord immediately upon demand.

F. Payments and Reports. All Royalties are to be received by Lessor, at Lessor’s office in Granbury, Texas, or at such other place as Lessor may specify in a written notice given by Lessor to Lessee, on or before the 45th day following the last day of each calendar month for the Materials produced during the immediately preceding calendar month. For the purposes of the prior sentence only, “produced” shall be defined to mean the date on which the Materials on which Royalty is owed were physically removed and transported from the Leased Premises. The Royalty payment shall be accompanied by a report of Lessee completed in the following form and manner: The report shall be based on the type and exact amount of Materials removed and transported from the Leased Premises, the type and exact amount of Material sold during the preceding calendar, month, the gross amount received, and if the sale was not a bona fide sale at arms length to a non-affiliate, the value of the sale as calculated above. The report should also name the person or entity to whom a sale was made. If any Materials produced from the Leased Premises have been used by Lessee during the preceding calendar month, then the report must also indicate the type and exact amount of each Material so used and the method and figures used by Lessee to calculate the value of each Material so used. Even if Royalty payments are not due, a report of Lessee, completed in the same form and manner as described in this paragraph, shall be filed with Lessor on or before the 45th day following the last day of each calendar month in which any Material is used by Lessee or removed and transported from the Leased Premises. Each such report submitted by Lessee to Lessor shall be certified by the general partner of Lessee as being true and correct.

Lessee shall furnish on an annual basis to Lessor a copy of all reports which Lessee furnishes to the State of Texas in connection with its payment of severance taxes on Materials sold and removed from the Leased Premises. Such copy shall be delivered by Lessee to Lessor by January31 of each year for the immediately preceding calendar year.

(b) To the free use of water from wells drilled by Lessee and currently existing on the Leased Premises in such quantities as Lessee deems necessary or desirable for the conduct of its operations; Lessor shall have use of all water developed by Lessee and all other water available on the Leased Premises provided such use does not interfere with Lessee’s operations. Lessee shall have the right, subject only to servitudes and rights of way existing as of the commencement date of the Primary Term, to drill water wells and lay, use and maintain pipelines and water lines on the Leased Premises. All such water wells, pipelines and water lines and related equipment (including well pumps) shall become the property of Lessor (at no expense to Lessor) at the expiration or earlier termination of the term of this Lease Agreement and shall be surrendered by Lessee to Lessor and shall remain on the Leased Premises following the expiration or earlier termination of this Lease Agreement.

C. Compliance With Laws. Lessee shall comply with all applicable statutes, codes, ordinances, orders, rules, regulations, and other legal requirements of any governmental entity, now or hereafter adopted, including all laws pertaining to the environment, pollution and health and safety (hereinafter collectively referred to as “Laws”) regarding the operation of Lessee’s business and the use, condition and occupancy of the Leased Premises and the conduct of Lessee’s operations on the Leased Premises. Lessee, within ten (10)days after receipt, shall provide Lessor with copies of any written notices and a written summary regarding any unwritten notices. Lessee receives regarding a violation or alleged or potential violation of any Laws.

10 B. Insurance. Lessee agrees, at its own cost and expense, to carry comprehensive general liability insurance (with minimum limits of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00), combined single limit) for bodily injury, death and property damage arising out of Lessee’s operation on the Leased Premises. Any company underwriting any of the insurance required to be maintained by Lessee shall have, according to the A. M. Best Insurance Guide, a Best’s rating of not less than A- and a Financial Size Category of not less than VIII. All such insurance policies shall name Lessor as an “additional insured” and shall be primary with Lessor’s policy being secondary and non-contributory. All such policies of insurance shall contain endorsements that the insurer(s) shall give Lessor and its designees at least thirty (30)days advance written notice of any change, cancellation, termination or lapse of insurance. Lessee shall provide Lessor with a certificate of insurance and all required endorsements evidencing Lessee’s insurance prior to the earlier to occur of the commencement date of this Lease Agreement or the date Lessee is provided with possession of the Leased Premises for any reason, and with respect to renewals of Lessee’s insurance, at least ten (10)days Prior to the expiration of the insurance coverage. The limits of Lessee’s insurance shall not limit Lessee’s liability under this Lease Agreement.

A. Title Warranty. Lessor represents and warrants that Lessor is the owner of fee simple absolute title to the Leased Premises, has good and indefeasible title to the Leased Premises and to all Materials in, on and under said Leased Premises. Furthermore, Lessor covenants that Lessor has the unrestricted right to enter into and fully perform this Lease Agreement, subject to the pre-existing rights of holders of servitudes, rights of way, easements, restrictions and mineral interests, recorded or which are set forth in Exhibit B, attached hereto. Exhibit B, together with recorded documents of the character referenced in this paragraph, comprise all the pre-existing rights of holders of servitudes, rights of way, easements, restrictions and mineral interests to the present knowledge of Lessor, its officers, partners, agents, servants, and employees. Should there be unrecorded documents of the kind and character referenced in this paragraph that exist and are presented for enforcement during the Lease Term or any part of thereof which result in the interference of Lessees rights under this Lease Agreement, Lessee, at its sole option, shall have the right to cancel without penalty the remainder of the Lease Agreement, and/or demand Lessor defend, indemnify and hold Lessee harmless from the demands of the holder of such unrecorded document and reasonable expenses necessarily incurred by Lessee as a result of the unrecorded document sought to be enforced by its holder.

11 C. Lessor’s Use of Leased Premises. Lessor shall have the right to enter into oil and gas leases with respect to all or any part of the Leased Premises subject to the rights of Lessee to fully conduct its operations on the Leased Premises without interference from any lessee of Lessor.

14 improvements remain on the Leased Premises. Lessee may, at its sole discretion, abandon to Lessor any and all stockpiled Materials as is and where is on the Leased Premises. Additionally, Lessee shall be allowed to leave in place as is and where is any and all roads, and any and all other surface features requested by Lessor and agreed to and constructed by Lessee pursuant to said requests, if any. Notwithstanding any of the foregoing, Lessee shall not have the right to remove from the Leased Premises, and Lessee shall abandon to Lessor at the expiration or earlier termination of this Lease Agreement, at no expense to Lessor, all water wells, pipelines, water lines and related equipment (including, without limitation, pumps) related to such water wells, pipelines, and water lines) located on the Leased Premises. For the avoidance of doubt, Lessor acknowledges that upon expiration or earlier termination of this Lease Agreement, Lessor shall have no claim to and Lessee shall be entitled to remove from the Leased Premises any and all stand alone water pumps owned by Lessee or used in the operation of Lessee’s business.

16 D. Lease Security. Lessee will take ordinary care and all safeguards a reasonably prudent operator would take to protect the Leased Premises and to prevent theft of all Materials produced from the Leased Premises. This includes, but is not limited to, the installation of all necessary equipment, seals, locks, or other appropriate protective devices on or at all access points at the lease’s production and storage systems where theft of said Materials can occur.

E. Inspections. Lessee’s mining, milling, and processing operations shall be .subject at any reasonable time during regular business hours to inspection by Lessor and/or Lessor’s authorized representatives. This inspection right shall include the following: Lessor and/or Lessor’s authorized representatives are authorized to (a)check scales, sampling and assaying procedures as to their accuracy, (b)have full access to any of the entries, shafts, pits, stopes or workings on the Leased Premises, and (c)examine all weight sheets, records and any other documents that may show in any way the Material output of the Leased Premises. Copies of any records or other documents pertaining to these operations reasonably necessary in order for Lessor to reasonably verify the proper and timely performance by Lessee of Lessee’s obligations under this Lease Agreement shall be furnished to Lessor upon written request.

3. Expansion of Leased Premises. The Existing Leased Premises is hereby expanded by adding approximately 150 acres in Hood County, Texas (the “Expansion Leased Premises”) as shown in Exhibit“B” attached hereto. The term “Leased Premises” as used in the Lease Agreement means and shall include the Existing Leased Premises and the Expansion Leased Premises. The lease of the Expansion Leased Premises is subject to all of the terms and conditions of the Lease Agreement currently in effect, except as modified in this Amendment.

4. Improvements on Expansion Leased Premises. The Expansion Leased Premises contains certain improvements (i.e. a house and two barns). Lessee shall have full use of all such improvements; provided however, that Lessor shall have the limited use of the two barns for agricultural purposes and any and all other purpose not inconsistent with the rights granted to Lessee in the Lease Agreement together with the rights of ingress and egress. If Lessee determines that it will mine the property within the Expansion Leased Premises that will cause disruption to such improvements, Lessee hereby agrees to (i)provide sixty (60)days written notice to Lessor of the anticipated disruption, and (ii)allow Lessor (at Lessor’s sole discretion and Lessor’s sole cost and expense) to move the applicable improvements to a mutually agreeable location; provided, however, that in the event Lessor elects not to move, relocate or otherwise preserve such improvements, Lessor shall have no obligation to move, relocate, or demolish such improvements and no responsibility for the any costs and/or expenses associated therewith.

A. Production Royalty. As a production royalty (hereinafter sometimes called “Royalty”), Lessee shall to pay to Lessor in the manner prescribed in Section3.F of this Lease Agreement a sum equal to eight and seventy-five hundredths percent (8.75%) of the Sales Price (as defined in Section3.B. below and subject to the limitations set forth therein) of the Materials both produced from the Leased Premises and sold or otherwise removed from the Leased Premises. (In no event shall such Royalty ever be less than eight and seventy-five hundredths percent (8.75%)). (For the treatment of Waste Material (hereafter defined), see Section7.G.). For the avoidance of confusion, the Lessor and Lessee acknowledge and agree that, notwithstanding anything herein to the contrary or otherwise, any Materials, including but limited to sand, purchased by Lessee from a third party supplier and subsequently delivered to, processed at, and/or sold from the Premises shall not be included in the definition of Materials for purposes of calculating the Royalty.

(ii) Lessor and Lessee each authorize Lender to enter the Leased Premises as necessary to affect Lender’s cure of a default under the Lease Agreement and to take any actions reasonably necessary in furtherance of the same. Lender’s rights hereunder shall not constitute control of the Leased Premises or otherwise be construed to mean that Lender has possession or control of the Leased Premises. No such performance by Lender shall cause Lender to become a “mortgagee in possession” or otherwise cause Lender to be deemed to be in possession of the Leased Premises or bound by the Lease Agreement. No liability for the payment of rent or royalty or the performance of any of Lessee’s covenants and agreements under the Lease Agreement shall be imposed upon the Lender by reason of its exercise, or attempt to exercise, any of the rights provided for or reserved herein, unless (A)the Lender has direct or indirect control over the Leased Premises, (B)the Lender actually acquires the leasehold estate, or (C)the Lender otherwise expressly assumes the same in writing.

(viii) The Lease Agreement shall not be amended or modified in any material manner or respect without the prior written consent of Lender, which consent shall not be unreasonably withheld. Lessor and Lessee warrant and represent to Lender that the copy of the Lease Agreement and other written documents attached as Exhibit C to the Third Amendment are true, correct and complete copies of the Lease Agreement and that the Lease Agreement is in full force and effect and has not been amended or modified except as disclosed in Exhibit C attached hereto and incorporated herein by this reference. Other than the Lease Agreement (and any amendments thereto as are described herein and any estoppel certificates and consents given by Lessor to Lessee with respect to the Lease Agreement), there are no other agreements, written or oral, between Lessor and Lessee regarding the Lease Agreement or the Leased Premises. The Lessor has not assigned the Lease Agreement. Lessor represents and warrants to Lender that no consent or joinder of any other party is required to Lessor’s execution of this Agreement.

A. Production Royalty. As a production royalty (hereinafter sometimes called “Royalty”), Lessee shall to pay to Lessor in the manner prescribed in Section3.F of this Lease Agreement a sum equal to Four and No/100 Dollars ($4.00) per ton of Materials both produced from the Leased Premises and sold or otherwise removed from the Leased Premises. (For the treatment of Waste Material (hereafter defined), see Section7(g).) For the avoidance of confusion, the Lessor and Lessee acknowledge and agree that any Materials, including but limited to sand, purchased by Lessee from a third party supplier and subsequently delivered to, processed at, and/or sold from the Premises shall not be included in the definition of Materials for purposes of calculating the Royalty. The Royalty shall be paid monthly.

C. Payments and Reports. All Royalties are to be received by Lessor, at Lessor’s office in Fort Worth, Texas, or at such other place as Lessor may specify in a written notice given by Lessor to Lessee, on or before the 45th day following the last day of each calendar month for the Materials produced during the immediately preceding calendar month. For the purposes of the prior sentence only, “produced” shall be defined to mean the date on which the Materials on which Royalty is owed were physically removed and transported from the Leased Premises. The Royalty payment shall be accompanied by a report of Lessee completed in the following form and manner: The report shall be based on the type and exact amount of Materials removed and transported from the Leased Premises, the type and exact amount of Material sold during the preceding calendar month, the gross amount received, and if the sale was not a bona fide sale at arms length to a non-affiliate, the value of the sale as calculated above. The report should also name the person or entity to whom a sale was made. If any Materials produced from the Leased Premises have been used by Lessee during the preceding calendar month, then the report must also indicate the type and exact amount of each Material so used and the method and figures used by Lessee to calculate the value of each Material so used. Even if Royalty payments are not due, a report of Lessee, completed in the same form and manner as described in this paragraph, shall be filed with Lessor on or before the 45th day following the last day of each calendar month in which any Material is used by Lessee or removed and transported from the Leased Premises. Each such report submitted by Lessee to Lessor shall be certified by the general partner of Lessee as being true and-correct.

A. Title Warranty. Lessor represents and warrants that Lessor is the owner of fee simple absolute title to the Leased Premises, has good and indefeasible title to the Leased Premises and to all Materials in, on and under said Leased Premises. Furthermore, Lessor covenants that Lessor has the unrestricted right to enter into and fully perform this Lease Agreement, subject to the pre-existing rights of holders of servitudes, rights of way, easements, restrictions and mineral interests, that are recorded or which are set forth in Exhibit B, attached hereto. Exhibit B, together with recorded documents of the character referenced in this paragraph, comprise all the pre-existing rights of holders of servitudes, rights of way, easements, restrictions and mineral interests to the present knowledge of Lessor, its officers, partners, agents, servants, and employees. Should there be other recorded documents or unrecorded documents of the kind and character referenced in this paragraph that exist and are presented for enforcement during the Lease Term or any part of thereof which result in the interference of Lessees rights under this’ Lease Agreement, Lessee, at its sole option, shall have the right, as its exclusive remedy, to cancel without penalty the remainder of the Lease Agreement.

1) GRANT: Lessor hereby demises, leases and lets exclusively unto Lessee and its permitted assigns all the property described in the Exhibit “A” attached hereto and made a part hereof, herein the “Leased Premises,” for the purposes hereinafter set forth. Lessee agrees to use the Leased Premises for the sole purposes of exploring for, producing, developing, mining, extracting, storing and removing marketable Silica Sand (“Frac Sand”) and other substances associated therewith or necessarily extracted in conjunction with Frac Sand, (“Material”) along with the right of ingress and egress from, over and across the Leased Premises. In the event that Lessee should discover through its mining operations for Frac Sand other substances (“Other Substances”) on the Leased Premises of commercial value, Lessee and Lessor shall mutually agree as to its production and any royalty compensation due Lessor. If the Parties are unable to agree on production and royalty compensation for Other Substances, said Other Substances shall remain in the Leased Premises and the property of Lessor. Nothing contained herein shall compel Lessor or Lessee to agree on production or compensation for Other Substances. The mining or production of such Other Substances shall not interfere with Lessee’s rights to mine or process Material pursuant to this Lease. Subject to the obligation to pay surface damages as herein provided, Lessee shall have the right to occupy, within the limits of this Lease, so much of the surface as may be reasonably necessary for the development of the Material and to carry out the purposes of this Lease, and shall have the right to build roads and erect machinery and other improvements and make such other use of the Leased Premises as may be reasonably necessary. Lessee shall also have the right to stockpile materials mined from the Leased Premises on the Leased Premises as may be reasonably necessary in Lessee’s sole judgment. For erosion control purposes, the easement rights granted and conveyed herein to Lessee shall also include the right at any time to construct, maintain, repair or replace concrete, rock rip rap or other improvements to protect the mining area adjacent to any creeks, gullies, or other natural or man made water drainage courses located adjacent to or within the mined area and rights-of-way.

Silica Sand Lease and Mining Agreement Page 2 (v) Documents. Lessee shall have the right to review and approve all agreements, contracts, plans, studies and reports in Lessor’s actual possession that bind the Leased Premises Property or that will affect the use of the Leased Premises Property or silica sand production from the Leased Premises. If not already delivered to Lessee prior to execution of this Lease, then upon execution of the Lease, Lessor shall deliver to Lessee all such documents, if any, in Lessor’s possession. Lessee shall keep all such documents confidential and shall not disclose any of such documents to any third parties except as may be required by law.

(c) Royalty for Mining Materials from the Leased Premises. After expiration of the Inspection Period, Lessee shall pay to Lessor, monthly as set forth below, the Royalty (defined below).

(f) Priority in Operations. Lessor is aware that Lessee is engaged in the mining and extraction of Materials on land that may be adjacent to or within one (1)mile of the Leased Premises. Therefore, the provisions and prohibitions of Article II.E of the Goodlett Royalty Agreement shall not apply to Lessee.

(g) Records. Lessee shall keep an accurate record of all Material mined, removed, shipped and sold from the Leased Premises. Lessee shall maintain a record of all trucks transporting Material extracted from the Leased Premises, which record shall show information such as the date, truck number or other identification, trucking company, number of loads hauled on the date, and size of each load. The described records shall be maintained by Lessee for a minimum period of two (2)years from the date on which the Material is mined, removed, shipped or sold from the Leased Premises. Lessor shall have the right to audit, exercisable not more than once during any 12-month period, the accounts and records of Lessee, its affiliates, successors and assigns, relating to the calculation of the Royalty payable hereunder and Lessee’s shipments of Material mined from the Leased Premises with respect to the mining operations conducted on the Leased Premises during the previous 24-month period from the date of the requested audit. Such right shall be exercised by giving Lessee not less than five (5)business days’ prior notice and such audit shall be conducted only during normal business hours. If the audit reveals an underpayment of Royalty due hereunder, Lessee shall be responsible, and promptly reimburse Lessor in respect of all expenditures by Lessor for all of the costs of the audit if the amount of the under payment of Royalty exceeds $15,000.

4) PLAN OF OPERATION: LESSEE RIGHTS: Before Lessee commences any activities associated with development of the Leased Premises which requires substantial disturbance or destruction of the Leased Premises, Lessee shall submit to Lessor for its approval, which shall not be unreasonably withheld, a plan of operation describing the initial mining area, roadways, facilities, processes and reclamation of mined area. Lessee shall not maintain a mine with an open pit in which active mining operations are taking place, exclusive of ponds, of more than fifty (50)acres covered by this Lease at any one time, or any area undergoing a combination of mining operations, stripping, reclamation and other related activities that is more than eighty (80)acres without Lessor’s consent. Lessee shall notify Lessor prior to opening any new mine on the Leased Premises. Lessee shall provide to Lessor from time to time, upon Lessor’s written request, copies of Lessee’s maps of the Leased Premises depicting Lessee’s then current operations (which may be subject to change) on the Leased Premises, and depicting the development of any mine or mines on the Leased Premises.

Silica Sand Lease and Mining Agreement Page 6 (a) Lessee shall have the right to install, construct, operate, maintain, dismantle and remove, subject to Lessor’s rights described elsewhere in this Lease, machinery, equipment, roads, rail lines, pipelines, power liens, telephone lines, water courses, dams, ponds, pits and stockpile areas on the Leased Premises. The location(s) of any improvement shall be determined by mutual agreement of Lessor and Lessee; provided, however, Lessor hereby approves and consents to the locations and size of all such items existing as of the effective date of this Lease, notwithstanding the foregoing limitations, and provided further, however, that Lessor’s agreement at to any such future items shall not be unreasonably withheld.

(b) Lessee shall have the right to the free use of water from the Leased Premises in such quantities as the Lessee reasonably deems necessary for the conduct of its operations, so long as such use does not adversely affect Lessor’s existing wells. Lessee shall not use existing sources of potable water or water suitable for livestock or irrigation purposes for operations without notifying the Lessor at least thirty (30)days prior to such use. Lessee shall have the right, subject only to servitudes and rights of way of public record existing as of the commencement date of the Lease, to drill water wells and lay, use and maintain water lines on the Leased Premises. Any water wells and related facilities drilled and constructed by Lessee shall become the property of the Lessor upon the final termination of this Lease.

10) INSPECTION RIGHTS: Lessee grants Lessor, its agents, engineers and accountants, at all reasonable times, the right and privilege to enter the mine or mines of Lessee on the Leased Premises in order to inspect, examine, survey, or measure the same or any part thereof (including, but not limited to logs, samples, analyses and other test information obtained from the development of the Leased Premises), provided that Lessor and its agents shall not unreasonably interfere with the conduct of Lessee operations on the Leased Premises. Lessor, at its own cost and expense, shall have the right, during normal office hours, to examine the Lessee’s sales records to verify the quantities and qualities of Materials removed and sold from the Leased Premises. Any alleged errors in said royalty accounting statements shall be called to the attention of either Lessor or the Lessee by notice in writing within 365 days of delivery of each said monthly accounting statement to Lessor. Except for manifest error, the same shall be conclusive as to the amount and value of Materials mined, removed, processed, and/or sold during the period covered by said royalty accounting statement. At all times that Lessor and its agents, engineers and other persons acting on its behalf are on the Leased Premises, they shall comply with all of Lessee’s safety policies and procedures. No person shall be granted admittance to the mine or mines of Lessee without Lessee’s prior approval, which approval shall not be unreasonably withheld. No competitor, customer or potential customer of Lessee shall be granted admittance to the Leased Premises by Lessor. Lessor shall have the right to exercise the inspection rights granted herein no more than one (1)time per calendar quarter.

15) RECLAMATION: Lessee shall restore to as near as reasonably practical to its condition at commencement of activities and reseed any surface area disturbed by Lessee’s activities to establish native ground cover to prevent erosion. Lessee will not be required under any circumstances to bring in off-site fill material to restore or reclaim the property. At Lessor’s direction, Lessee may construct lakes, ponds, or other water features as part of the reclamation of the Leased Premises, using appropriate stockpiled substances (such as clay) for such construction. Such work shall begin as soon as feasible upon completion of activities within the mined area and shall be completed in a timely manner Lessor and Lessee recognize the importance of environmental protection and the necessity for proper ecological balance, and to further these objectives Lessee agrees that it will, upon termination of this Lease, leave the Leased Premises in a reasonably clean and sanitary condition free of debris and will contour the Leased Premises as may be required by applicable law. No hazardous materials or substances will be disposed of by Lessee on the Leased Premises. Lessee shall conduct all of its operations on and under the Leased Premises so as to comply in every respect with all applicable laws, rules, regulations, and requirements promulgated by all governmental authorities, which at the time shall be applicable. This paragraph shall survive the termination of this Lease.

20) PROPERTY TAXES: Lessee agrees to pay its proportionate share of all severance taxes, if any, due on the sale/actual production of Materials mined from the Leased Premises. Lessee shall pay all ad valorem taxes assessed against the Lessee’s interest in (i)the Leased Premises based upon Lessee’s net revenue interest in the Leased Premises and (ii)pay all ad valorem taxes assessed against Lessee’s mining equipment and facilities located on the Leased Premises. Lessor shall pay all ad valorem taxes assessed against Lessor’s interest in the Leased Premises based upon Lessor’s net revenue interest in the Leased Premises and Lessor’s royalty shall bear its proportionate part of all severance or other taxes, if any, based upon sale/actual production of Materials. Upon written request therefore, Lessee shall furnish Lessor annually a copy of all reports that the Lessee furnishes to the State of Texas in connection with the payment of severance taxes on Materials sold from the Leased Premises. Lessee agrees to reimburse Lessor the full amount of any rollback taxes which may become due by reason of the change of classification of the Leased Premises for tax purposes which are the result of Lessee’s mining operations.

24) LEASE SECURITY: Lessee shall take the degree of care and all proper safeguards a reasonably prudent operator would take to protect the Leased Premises and to prevent theft of all Materials produced from the Leased Premises. This includes, but is not limited to, the installation of all necessary equipment, seals, locks, or other appropriate protective devices at all access points to the Lessee’s production, gathering and storage systems where theft of said materials and/or minerals can occur. Unless Lessee takes reasonable precautions to prevent theft from occurring, Lessee shall be liable for the loss of any of said Materials resulting from theft and shall pay the Lessor royalties on all said Material thereon as provided in this Lease calculated to be lost by reason of theft.

36) LESSEE WAIVER OF CLAIMS BASED ON CONDITION OF LAND: Lessee shall not attempt to hold Lessor liable in damages or otherwise on account of any condition Lessee encounters on or under the Leased Premises. LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, WHETHER OF QUANTITY, QUALITY, MINEABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, CONCERNING THE LEASED PREMISES OR THE SAND THEREIN; AND LESSEE TAKES THE SAME “AS IS”.

37) FIRES: Lessee shall use reasonable care and precaution to prevent the occurrence of fires on the surface overlying the Leased Premises and shall use its reasonable best efforts to cause the prompt extinguishment of any such fires, and shall cooperate with Lessor and its agents in extinguishing such fires on adjacent lands that may be liable to spread to or over the surface overlying the Leased Premises. Lessee shall be responsible for all damage caused by fire to timber or forest growth or in any other respect on the surface overlying the Leased Premises or adjoining lands that may be due to negligence of Lessee or of its employees and subcontractors.

Yearly Period Gross Monthly Payment (in USD includes Withholding) 01 January-19 31 December-19 $ 40,000.000l January- 20 31 December- 20 $41,000.0001 January- 21 31 December- 21 $42,025.00 01 January- 22 31 December – 22 $ 43,076.00 01 January -23 30 June - 23$ 44,153.00 All tax withholdings as are required under Turkish law are included in the gross rental. The Lessee shall regularly furnish the Lessor with copies of the receipts for deposits into the Tax Office of the relevant taxes. 5.Leasing of Remainder of Yard: Lessor shall be entitled to lease, sublease, sell, trade or otherwise dispose of that portion of the Yard not included as part of the Leased Premises; provided no such disposition shall impair or adversely impact Lessee's use of the Leased Premises. Lessee acknowledges that a portion of the Yard within the Leased Premises is already or may in the future be under lease to a third party and agrees that all revenues associated with the lease to the third party shall be for lessor's account.6.Cost of Operations: The Lessee shall bear the entire cost of its operation on the Leased Premises, Including utility bills . The Lessee shall pay to Production Solutions International Limited or its designee {"Operator''), as operator of the Leased Premises, each month in addition to Gross Monthly Rent a fixed reimbursement of the cost to operate the Leased Premises, including utility bills. lessee shall pay to Operator internet, water, and electricity. Lessee will pay the cost of its own security of the Leased Premises and landlord and Operator shall have no responsibility thereforLessee will be able to Install a private antenna, if the apartment which constitutes part of the Leased Premises lacks a general one. The charges for consumption on such installations as well as, the subscription charges of the telephone (if same is provided as a fixture), shall be borne by the Lessee. 7.Subleasing:Lessee shall be entitled to sub-let the le, a sed Premises to a third party, in part or in its entirety, with the permission of Lessor which shall not be unreasonably withheld. Any rents or other revenues derived from such sublease shall be the property of Lessee. Provided, in the event the Leased Premises are in any way damaged or altered by sublessee, the Lessor may require Lessee to terminate the sublease, and the Lessee would be obligated to compensate for such damages, as well, without any need for the issuance of a protest or securing of court decree.

Yearly Period Gross Monthly Payment (in USD excludes Withholding) 01June-18 31December-18 $8,500.00 01January – 19 31 December-19 $8,755.00 01 January – 20 31 December – 20 $9,017.00 01 January- 21 31December – 21 $9,288.00 01 January – 22 31 December- 22 $9,566.00 01 January – 23 30 June -23 $9,853.00 All tax withholdings as are required under Turkish law are excluded in the net rental. The Lessee shall regularly furnish the Lessor with copies of the receipts for deposits into the Tax Office of the relevant taxes. V.A.T. will be exempted if Lessee provides the exemption certificate to Lessor. 2.Leasing of Remainder of Thrace Yard: Lessor shall be entitled to lease, sublease, sell, trade or otherwise dispose of that portion of the Thrace Yard not included as part of the Leased Premises; provided no such disposition shall impair or adversely impact Lessee's use of the Leased Premises. Lessee acknowledges that a portion of the Thrace Yard within the Leased Premises is already or may in the future be under lease to a third party and agrees that all revenues associated with the lease to the third party shall be for Lessor's account.3.Subleasing: Lessee shall be entitled to sub-let the Leased Premises to a third party , in part or in its entirety, with the permission of Lessor which shall not be unreasonably withheld.Any rents or other revenues derived from such sublease shall be the property of Lessee. Provided, in the event the Leased Premises are in any way damaged or altered by sublessee, the Lessor may require Lessee to terminate the sublease, and the Lessee would be obligated to compensate for such damages, as well, without any need for the issuance of a protest or securing of court decree.4.Improvements to the Leased Premises: Lessee agrees that the Leased Premises are provided "as is" and the Lessor has no obligation to provide improvements to the Leased Premises for the Lessee's use. Any improvements required by the Lessee shall be provide at the sole expense of the Lessee. The costs of putting signs, shingles or ornamentation in or outside the Leased Premises, but the Lessee shall be borne entirely by him, and, all fixtures, appurtenances and immovable construction added to the Leased Premises shall accede to the Lessor at theexpiry of the lease period, without any right on the part of the Lessee todemand any costs, expenses or compensation therefor whatsoever.

(a) Landlord agrees to repair and maintain in good order and condition the roof, roof drains, outside walls, foundations and structural portions of the Leased Premises. Notwithstanding the foregoing, Tenant shall be solely responsible for, (i) repair or replacement of broken plate or window glass from whatever cause (except in case of damage by fire or other casualty covered by Landlord' s fire and extended coverage policy, or where such damage is the result of any act, omission, or neglect by Landlord, its employees, agents, or contractors); (ii) doors, door closure devices, window and door frames, moldings, locks and hardware; (iii) air conditioning units, (iv) repair of damage caused directly or indirectly by the negligence of the Tenant, its employees, agents, contractors, customers, invitees; and (v) interior repainting and redecoration. In no event, however, shall Landlord be liable for damages or injuries arising from the failure to make said repairs, nor shall Landlord be liable for damages or injuries arising from defective workmanship or materials.

(c) Except to the extent due to the negligence or willful misconduct of Landlord, its employees, agents or contractors, neither Landlord nor Landlord's agents or servants shall be liable for any damages caused by or growing out of any breakage, leakage, getting out of order or defective condition of the electric wiring, roof, air conditioning or heating pipes and equipment, closets, plumbing, appliances, sprinklers, other equipment or other facilities serving the Leased Premises. Neither Landlord nor Landlord's agents or servants shall be liable for any damages caused by or growing out of any defect in the Shopping Center or any part thereof, or in any building attached or adjacent thereto, or a part thereof, or in said Leased Premises or a part thereof, or caused by, or growing out of fire, rain, wind or other cause. Landlord shall not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, riot, strike, insurrection, war, act or omission of any tenant or occupant of the Building, any nuisance or interference caused or created by any tenant or occupant of the Building, requisition or order of governmental body or authority, court order or injunction, or any cause beyond Landlord’s control or, except in the case of the gross negligence or intentional misconduct of Landlord, for any damage or inconvenience which may arise through repair or alteration of any part of the Building. Tenant shall notify Landlord of any damage to the Leased Premises, regardless of the cause of such damage.

Tenant agrees that it will not keep, use, sell or offer for sale in or upon the Leased Premises any article which may be prohibited by the standard form of fire and extended risk insurance policy. Tenant agrees to pay any increase in premiums for fire and extended coverage insurance that may be charged during the term of this Lease on the amount of such insurance which may be carried by Landlord on the Leased Premises or the Shopping Center of which they are a part, resulting from the type of merchandise sold by Tenant in the Leased Premises, whether or not Landlord has consented to the same. In determining whether increased premiums are the result of Tenant's use of the Leased Premises, a schedule issued by the organization making the insurance rate on the Leased Premises, showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up the fire insurance rate on the Leased Premises. Tenant agrees to promptly make, at Tenant's cost, any repairs, alterations, changes and/or improvements to equipment in the Leased Premises required by the company issuing Landlord' s fire insurance so as to avoid the cancellation of, or the increase in premiums on, said insurance. A tenant with the Permitted Use herein is deemed to be a tenant acceptable under the standard fire and extended insurance coverage.

Tenant shall be solely responsible for and promptly pay all charges for water, gas, electricity, sewer charges or trash removal or any other utility used or consumed in the Leased Premises. If any such charges are not paid when due, Landlord may, at its option, pay the same, and any amount so paid by the Landlord shall there upon become due to the Landlord from Tenant as Additional Rent. Should Landlord elect to supply the water, gas, electricity, trash removal, or any other utility used or consumed in the Leased Premises, Tenant agrees to purchase and pay for the same as Additional Rent at the applicable rates filed by the Landlord with the proper regulatory authority. In no event shall Landlord be liable for an interruption or failure in the supply of any such utilities to the Leased Premises. Tenant shall also be required prior to taking possession of the Leased Premises to pay to the Landlord any and all water or sewer connection or meter charges for the Leased Premises if the Landlord has been required to pay such charges by any private or governmental authority having jurisdiction there over.

If less than all or substantially all of the Leased Premises or any portion of the Shopping Center shall be permanently taken or condemned for any public purpose, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days from the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as if the date of transfer of possession of the Leased Premises, the Shopping Center, or any portion thereof, was the expiration date of this Lease. In the event that this Lease is not terminated by either Landlord or Tenant as aforesaid, Tenant shall pay the Rental up to the date of transfer of possession of such portion of the Leased Premises so taken or condemned and this Lease shall thereupon cease and terminate with respect to such portion of the Leased Premises so taken or condemned as if the date of transfer of possession of the Leased Premises was the expiration date of the Lease term relating to such portion of the Leased Premises. Thereafter the Base Rent and Additional Rent shall be adjusted on a pro rata, Rentable Square Foot basis. In the event of any such condemnation or taking and this Lease is not so terminated, Landlord shall promptly repair the Leased Premises so that the remaining portion of the Leased Premises or Building, as the case may be, shall constitute an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds made available to Landlord for such repair from any such condemnation or taking. In the event of any temporary taking or condemnation for any public purpose of the Leased Premises or any portion thereof, then this Lease shall continue in full force and effect except that Base Rent and Additional Rent, shall be adjusted on a pro rata rentable square foot basis for the period of time that the Leased Premises are so taken as of the date of transfer of possession of the Leased Premises and Landlord shall be under no obligation to make any repairs or alterations.

(b) Anything contained in this Lease at law or in equity to the contrary notwithstanding Tenant expressly acknowledges and agrees that there shall at no time be or be construed as being any personal liability by or on the part of Landlord or any director, stockholder, partner, principal (disclosed or undisclosed), representative or agent of Landlord. Landlord represents to Tenant that it is the fee simple owner of the Shopping Center, including the Leased Premises. Tenant will look solely to the Landlord's interest in the Shopping Center for the satisfaction of any and all claims, remedies or judgments (or other judicial process) in favor of Tenant requiring the payment of money by Landlord in the event of any breach by Landlord of any of the terms, covenants or agreements to be performed by Landlord under this Lease or otherwise. Such limitation of personal liability as herein set forth to be absolute, unconditional and without exception of any kind.

18.1 The Tenant shall have one sign identifying the Landlord's assigned number for the Leased Premises at the principal entrance to the Leased Premises. The Tenant may identify itself in or on each of: the sign at the principal entrance to the Leased Premises, the Building directory and the directory, if any, on the floor of the Building on which the Leased Premises is located. All such signs, and the method and materials used in mounting and dismounting them, shall be in accordance with the Landlord's specifications. All such signs shall be provided and mounted by the Landlord at the Landlord's expense, except that the Tenant shall bear any expense of identifying itself on the sign at the principal entrance to the Leased Premises.

Landlord shall decorate the new premises similarly to the Leased Premises and remove, relocate and reinstall the Tenant’s furniture, trade fixtures, furnishings and equipment (including electrical, telephone and computer cabling and wiring), and replace the then existing inventory of letterhead stationery, envelopes and business cards, with such revised stationery and business cards indicating the new address of the Tenant, all at the sole cost and expense of the Landlord. The Landlord shall also reimburse the Tenant for its reasonable third party moving expenses from the Leased Premises to the substitute new premises. Any and all alterations, modifications and improvements to the substitute new premises shall be of equal or greater quality and substantially similar to Tenant’s alterations, modifications and improvements to the Leased Premises immediately preceding such relocation. When the substitute new premises are ready, the Tenant shall surrender the Leased Premises. Following any such relocation, this Agreement shall continue in full force and effect except for the description of the Leased Premises, the Building and the Property which, upon completion of such relocation, shall be deemed amended to describe the substitute new premises, building and property, respectively, to which the Tenant shall have been relocated in accordance with this section 20 of the Agreement.Notwithstanding anything to the contrary contained herein, following any such relocation, neither the amount of Basic Rent payable by the Tenant hereunder during the Expiring Term nor the Tenant’s Share of Taxes, Operational Expenses or Annual Amortized Capital Expenditures payable by the Tenant hereunder during the Expiring Term shall be increased in the event that the gross rentable square footage of the substitute new premises is greater than that of the original Leased Premises.Notwithstanding anything to the contrary contained herein, following any such relocation, in the event that the gross rentable square footage of the substitute new premises is less than that of the Leased Premises, the amount of Basic Rent payable by the Tenant hereunder during the Expiring Term and the Tenant’s Share of Taxes, Operational Expenses and Annual Amortized Capital Expenditures during the Expiring Term shall be decreased proportionately; and the Landlord and the Tenant shall enter into an amendment of this Agreement reflecting same.

1. The sidewalks, driveways, entrances, passages, courts, lobby, esplanade areas, plazas, elevators, vestibules, stairways, corridors, halls and other Common Facilities shall not be obstructed or encumbered or used for any purpose other than ingress and egress to and from the Leased Premises. The Tenant shall not permit or suffer any of its employees, other agents or Guests to congregate in any of the said areas. No door mat of any kind whatsoever shall be placed or left in any public hall or outside any entry door of the Leased Premises.

12. All deliveries and removals, and the carrying in or out of any safes, freight, furniture, packages, boxes, crates or any other object or matter of any description shall take place during such hours, in such manner and in such elevators and passageways as the Landlord may determine from time to time. The Landlord reserves the right to inspect all objects and matter being brought into the Building or the Common Facilities and to exclude from the Building and the Common Facilities all objects and matter that violates any of these Building Rules and Regulations or that are contraband. The Landlord may (but shall not be obligated to) require any person leaving the Building or the Common Facilities with any package or object or matter from the Leased Premises to establish his authority from the Tenant to do so. The establishment and enforcement of such a requirement shall not impose any responsibility on the Landlord for the protection of the Tenant against the removal of property from the Leased Premises. The Landlord shall not be liable to the Tenant for damages or loss arising from the admission, exclusion or ejection of any person to or from the Leased Premises or the Building or the Common Facilities under this rule.

22. The Landlord reserves the right not to enforce any Building Rule or Regulation against any tenants of Other Leased Premises. The Landlord reserves the right to rescind, amend or waive any Building Rule and Regulation when, in the Landlord's reasonable judgment, it appears necessary or desirable for the reputation, safety, care or appearance of the Building or the preservation of good order therein or the operation of the Building or the comfort of tenants or others in the Building. No rescission, amendment or waiver of any Building Rule and Regulation in favor of one tenant shall operate as a rescission, amendment or waiver in favor of any other tenant.

(A) INITIAL LEASED PREMISES. Landlord leases to Tenant and Tenant leases from Landlord 3928 Varsity Drive, situated in the City of Ann Arbor, County of Washtenaw, State of Michigan: containing approximately 4,797 rentable square feet of space (“Leased Premises”), which Leased Premises are located in a multi-tenant complex, commonly known at this time as Ann Arbor Commerce Center which is zoned M-1, Limited Light Industrial, consisting of a total of approximately 141,335 rentable square feet situated on approximately 9.78 acres of land as legally described on Exhibit “B” attached hereto hereinafter referred to as the “Complex”, together with a non-exclusive right to use the Common Areas, hereinafter defined. Exhibit “A” attached hereto shows the approximate configuration of the Leased Premises as of the date of this Lease.

(A) CLEANING LEASED PREMISES. Tenant shall be responsible to provide janitorial services within the Leased Premises. Tenant will keep the Leased Premises in a commercially clean condition.

7. USE. The Leased Premises during the continuance of this Lease shall be used in compliance with Zoning and occupied for the purpose of general office and lab space for pharmaceutical development for medicine for domestic animals (“Tenant’s Permitted Use”) and for no other purpose or purposes without the written consent of the Landlord. Tenant will not use the Leased Premises for any purpose in violation of Tenant’s Permitted Use or in violation of any Law, municipal ordinance or regulation, nor shall Tenant perform any acts or carry on any practices which may damage the Leased Premises or the Complex or be a nuisance, disturbance or menace to the other tenants of the Complex, and that on any breach of this provision shall be considered a default and Landlord may, at its option, terminate this Lease forthwith and re-enter and repossess the Leased Premises. Further, Tenant shall not use the Common Areas for its business or storage purposes including working on vehicles or overnight storage purposes of any kind. Tenant shall not store overnight any motor vehicles in the Common Areas other than company vehicles that are clearly marked as such.

13 15. CARE OF LEASED PREMISES. Nothing contained in this Lease to the contrary, Tenant shall not perform any acts or carry on any practices which may injure the building of which the Leased Premises are a part or the Complex or be a nuisance or menace or perform any act that would not allow Landlord to provide quiet enjoyment to other tenants in the Complex and shall keep the Leased Premises under its control (including doorways and sidewalks directly in front of and leading to the Leased Premises) clean and free from rubbish, dirt, insects, water, snow and ice at all times, and it is further agreed that in the event the Tenant shall not comply with these provisions, Landlord may enter upon said Leased Premises and have rubbish, dirt, insects and ashes removed from the Leased Premises and the sidewalks cleaned, in which event Tenant shall pay all charges that Landlord shall incur for hauling rubbish, ashes and dirt, or cleaning walks. Said charges shall be paid to Landlord by Tenant within seven (7) days after a bill is presented to Tenant and Land shall have the same default remedy as is provided in this Lease in the event of Tenant’s failure to pay.

(B) PARTIAL TAKING OF LEASED PREMISES. If any part of the Leased Premises shall be taken rendering the remaining portion unsuitable for the business of Tenant, then this Lease shall terminate as aforesaid. If such partial taking is not extensive enough to render the Leased Premises unsuitable for the business of Tenant, then this Lease shall continue in effect except that the Rent shall be reduced in the same proportion that the floor area of the Leased Premises taken bears to the original floor area thereof.

24. PARKING. Tenant’s customers, employees and company vehicles shall park in the spaces provided (i) directly adjoining the front and rear of the Leased Premises, not to exceed the lineal measurement of its frontage and rear Leased Premises; and (ii) within the Common Areas not to infringe on any other tenant’s lineal measurement of its frontage and rear of the Leased Premises. Tenant and its employees shall not park vehicles in parts of the parking area which may be designated for customer parking or loading area. Tenant or its employees shall not use any of the Common Areas for the purpose of overnight or weekend storage of any automobiles, trucks or other vehicles owned or operated by Tenant or its agents, contractors, customers or employees with the exception of company vehicles that identify the company name and address. Landlord reserves the right to designate specific parking areas for employee parking, company vehicle(s) or loading area. Landlord shall not be responsible to Tenant, its employees, agents or visitors for violations by any other tenant, visitor or user of the parking areas and facilities or assignment of spaces, nor shall Landlord have any obligation to police the unauthorized use of any such parking spaces. Tenant or its employees shall not use any of the Common Areas for the purpose of displaying vehicles “for sale” or store wrecked, damaged or disabled vehicles, or for overnight or weekend storage of any automobiles, trucks or other vehicles owned or operated by Tenant or its agents, contractors or employees with the exception of company vehicles that identify the company name and address. If notice is given to Tenant by Landlord and Tenant or its employees continue to violate or ignore Landlord’s notice, Tenant shall be considered in violation of this Paragraph, and Landlord may claim default under this Lease. In addition, Landlord may charge Tenant Seventy-Five Dollars ($75) per day, for each day or partial day, per vehicle violation, attach violation stickers or notices to the vehicles and have the vehicles removed at Tenant’s expense. Landlord shall have the non restrictive right to tow vehicles from the Complex and shall not be responsible for any vehicle damage or charges.

(A) NO HAZARDOUS SUBSTANCES. Tenant agrees that neither Tenant, nor any of Tenant’s agents or employees nor any other person will store, place, generate, manufacture, refine, handle, or locate on, in, under or around the Leased Premises or the Complex any Hazardous Substances (as defined in this Paragraph), except for storage, handling and use of reasonable quantities and types of cleaning fluids, office supplies, and ___________ (if blank shall mean None) in the Leased Premises to be used in the ordinary course and the prudent conduct of Tenant’s business in the Leased Premises. However, (a) the storage, handling and use of such permitted Hazardous Substances must at all times conform to all state, federal and local health, safety, environmental, hazardous waste and other similar laws and regulations, existing or established during the Lease Term and to all applicable fire, safety and insurance requirements; (b) the types and quantities of permitted Hazardous Substances which are stored in the Leased Premises must be reasonable and appropriate to the nature and size of Tenant’s operation in the Leased Premises; (c) no Hazardous Substances shall be spilled or disposed of on, in, under or around the Complex or otherwise discharged from the Leased Premises or any area adjacent to the Complex; and (d) in no event will Tenant be permitted to store, handle or use on, in, under or around the Leased Premises any Hazardous Substance which will increase the rate of fire or extended coverage insurance on the building in which the Leased Premises are a part or the Complex, unless: (1) such Hazardous Substance and the expected rate increase have been specifically disclosed in writing to Landlord; (2) Tenant has agreed in writing to pay any rate increase related to each such Hazardous Substance; and (3) Landlord has approved in writing each such Hazardous Substance, which approval shall be subject to Landlord’s discretion.

(C) MOISTURE PREVENTION. Tenant shall maintain appropriate climate control, keep the Leased Premises clean, and take necessary measures to retard and prevent mold from accumulating in the Leased Premises. Tenant shall clean and dust the Leased Premises on a regular basis and to remove visible moisture accumulation on windows, window sills, walls, floors, ceilings and other surfaces as soon as reasonably possible. Tenant shall not block or cover any heating, ventilation or air-conditioning ducts. Tenant shall report immediately in writing to Landlord: (i) any evidence of a water leak or excessive moisture in the Leased Premises or the Complex; (ii) any evidence of mold that cannot be removed with a common household cleaner; (iii) any failure or malfunction in heating, ventilation or air conditioning, and (iv) any inoperable doors or windows. Tenant shall be responsible for any remediation work if required to be performed and Tenant shall indemnify and hold Landlord harmless against any claims that maybe brought by Tenant and/or any of Tenant’s employees with regards to mold or indoor air quality.

24 (Q) MOVING GUIDELINES. Tenant shall be responsible to pay all costs associated with moving into the Leased Premises. Tenant shall at its own expense be responsible for removal and disposal of all discarded furniture, packing boxes and materials not removed by Tenant’s moving company, immediately upon completion of move in. Any expenses incurred by Landlord for special pick-up and removal of said items shall be billed to Tenant and will be due and payable upon receipt of Landlord’s invoice. Tenant must protect all areas including but not limited to door jambs, elevator cabs, walls and railings. Tenant shall be fully and solely responsible for all costs associated with any damages to the Leased Premises and Complex or injuries to persons or to persons’ personal property resulting from the action of Tenant’s moving company and/or its employees.

(U) RELOCATION. Landlord reserves the right from time to time upon at least thirty (30) days prior written notice, to relocate Tenant to an alternate location (“New Space”) within the Complex. The New Space shall be approximately equal to or greater in size than the Leased Premises. All reasonable, actual out of pocket moving expenses incurred in relocating Tenant to the New Space shall be borne by Landlord. Tenant shall execute, acknowledge and deliver to Landlord an amendment prepared by Landlord within five (5) days after receipt thereof, which amendment shall formalize the change in location of the Leased Premises.

The Company shall take measures to connect the water line from the central water network in the Building and to the Leased Premises. The Lessee shall incur all install the water meter to the Leased Premises and shall incur all costs associated therewith. Notwithstanding the said, a temporary water meter shall be installed at the expense of the Company until a permanent water meter is installed in the Leased Premises at the expense of the Lessee. It is clarified that the Lessee shall pay for the consumption of water directly to the Company that will deliver to the Lessee each month bills for payment according to the said consumption as of the delivery of possession date.

17.1.The Lessee undertakes to maintain the Leased Premises in working order and subject to reasonable wear, keep the Leased Premises clean in accordance with the provisions set forth in the business license issued for the Lessee for the business the Lessee conducts in the Leased Premises. In addition, the Lessee undertakes that it and anyone acting on its behalf in the Leased Premises shall avoid littering the exterior parts of the Leased Premises and the Public Areas and the Common Areas that the Lessee uses and will take measures to clean them in any event they are littered as a result of the activities of the Lessee. Without derogating from the generality of the aforesaid in this paragraph, the Lessee undertakes to cause that all the waste produced by the Lessee, its invitees and anyone acting on its behalf in the Leased Premises or grounds thereof shall be disposed regularly and frequently to waste disposal sites in the Building and grounds thereof and in accordance with the instructions set forth by the Company as delivered periodically. The aforesaid shall not derogate from any of the undertakings of the Management Company in the Management Agreement.

(b) The Tenant agrees to provide to the Landlord within ten (10)days after demand therefor by the Landlord, a copy of any separate Tax bills, and separate notices of assessments for the Leased Premises. The Tenant will upon request, promptly deliver to the Landlord receipts for payment of all such Taxes paid to any such taxing Authorities and will furnish such other information in connection therewith as the Landlord may require.

(d) The Tenant will operate and regulate the HVAC System serving the Leased Premises in order to maintain reasonable conditions of temperature and humidity within the Leased Premises. The Tenant will comply with the stipulations of the Landlord, acting reasonably, pertaining to the operation and regulation of that equipment.

The Tenant will comply promptly with all requirements of each insurer pertaining to the Leased Premises. If the occupancy of the Leased Premises, improvements made by the Tenant, the conduct of business in the Leased Premises, or any acts or omissions, or permitted acts or omissions, of the Tenant in the Leased Premises or any part of it cause an increase in premiums for the insurance carried from time to time on the Leased Premises, the Tenant will pay the increase as Additional Rent.

(a) The Tenant’s rights under this Lease are subordinate to any instruments of financing, refinancing, or collateral financing and renewals, extensions, modifications and replacements of them from time to time in existence against the Leased Premises. Upon request, the Tenant will subordinate this Lease and all of its rights under it, in the form the Landlord requires, to the mortgages, trust deeds and the charge or lien resulting from them, and any instrument of financing, refinancing or collateral financing and to all advances made or to be made upon the security of them, and if requested, the Tenant will attorn to the holder or holders of them.

The recourse of the Tenant against the Landlord shall be limited to the Landlord’s interest in the Leased Premises. The Tenant shall have no recourse to any other assets of the Landlord.

(b) the Tenant is responsible for all obligations, covenants, costs and expenses described in this Lease regardless of whether or not such obligations, costs or expenses arose prior to or after the Commencement Date, including without limitation, all Taxes, service contracts, and all environmental obligations, costs and expenses prior to the Commencement Date. For the sake of clarity, such obligations, costs and expenses include without limitation any remediation obligations as a result of Hazardous Substances or non-compliance with Laws with respect to the Leased Premises. To the extent applicable, all provisions of this Lease shall be read as though the Tenant’s obligations arose on the date the Tenant acquired the Leased Premises.

1.2 “Alterations”: means any repairs, alterations, replacements, decorations, or leasehold improvements to the Leased Premises. For greater certainty, the Tenant’s trade fixtures shall not be considered as Alterations.

1.19 “Leasable Area”: means the area of the Leased Premises expressed in square feet measured from (a)the exterior face of exterior walls, doors, and windows; (b)the exterior face of interior walls, doors, and windows, separating the Leased Premises from Common Elements, if any; (c)the center line of interior partition walls separating the Leased Premises from adjoining leasable premises, all as determined by the Landlord’s consultant. Leasable Area of the Leased Premises includes interior space even if it is occupied by projections, structures or columns (which may even be Common Elements). Second story office or mezzanine area of the Leased Premises will be added to the Leasable Area of the Leased Premises. Leasable Area will include a proportionate share designated by the Landlord of the area of electrical/utility closets/rooms in the Building. The Leasable Area of the Building will be equal to the aggregate of the Leasable Area of all leasable premises in the Building, calculated on the foregoing basis. The Leasable Area of the Park will be equal to the aggregate of the Leasable Area of all buildings in the Park, calculated on the foregoing basis.

The Tenant will pay to the Landlord a Utilities Charge for the supply and the use of (i)any excess Utilities consumed in the Leased Premises and (ii)any Utilities if separate meters are not installed, or if the Landlord elects to supply any Utility used or consumed in the Leased Premises. The Landlord will determine the Utilities Charges on an equitable basis. The Tenant will pay the Utilities Charge to the Landlord as Additional Rent within ten (10)days after the delivery of a statement by the Landlord and same shall then be considered as Additional Rent.

The Tenant will promptly comply, at its expense, with all governmental requirements from time to time in effect relating to its ability to enter into and comply with this Lease or which pertain to the Leased Premises, the Tenant’s use of the Leased Premises, the conduct of business in the Leased Premises, or the doing of work in the Leased Premises. Without limiting the generality of the foregoing, the Tenant shall also comply, at its expense, with any federal, provincial or municipal laws, by-laws or regulations applicable to workers’ health and safety in the Leased Premises. The Tenant is not required, however, to remedy work done by the Landlord in contravention of any law. The Tenant will comply with any energy conservation measures required by the Landlord.

The Tenant shall use the HVAC System in and for the exclusive use of the Leased Premises. The Tenant shall operate, at its expense, all portions of the HVAC System to the satisfaction of the Landlord. The Tenant will maintain the temperature in the Leased Premises at a reasonable standard of comfort for normal occupancy at all times.

The Landlord may require that any maintenance of or Alterations to the Leased Premises be performed by the Landlord at the Tenant’s cost if they affect: (i)the structure of the Leased Premises, (ii)the Common Elements; or (iii)any part of the Building outside the Leased Premises. The Tenant will pay to the Landlord, on demand, the Landlord’s costs of the maintenance or Alterations, including architectural and engineering consultants’ fees, plus the Supervision Fee.

The Landlord agrees to construct, at its own expense, the Substitute Premises as expeditiously as possible so that they are in substantially the same state that the Leased Premises were in immediately prior to the relocation. The Landlord shall have the right to reuse the fixtures, improvements, and Alterations used in the Leased Premises. The Tenant agrees to occupy the Substitute Premises after the Landlord’s work has been substantially completed.

(iii) to show them to prospective purchasers, tenants or Mortgagees, in each case (to the extent reasonably possible in the circumstances) without unreasonably interfering with the Tenant’s business operations in the Leased Premises. The Landlord may take material onto the Leased Premises for these purposes. Rent will not abate or be reduced while the repairs, alterations, improvements or additions are being made. During the 6 months prior to the expiry of the Term, the Landlord may place upon the Leased Premises “For Rent” notices of reasonable size and in reasonable locations.

a) If an Event of Default occurs, (i)the full amount of the current month’s and the next three (3)months’ installments of Rent (calculated according to Section8.1b)) and GST will immediately be due and payable, and (ii) the Landlord may without notice or any form of legal process whatsoever forthwith re-enter and repossess the Leased Premises. if the Landlord becomes entitled to re-enter then, at the Landlord’s option to be exercised by written notice to the Tenant, the Landlord can forthwith terminate this Lease and all of the Tenant’s rights under it will terminate without prejudice to the Landlord’s right to recover any arrears of Rent and damages for any previous breach by the Tenant of this Lease. Despite any termination for an Event of Default, the Landlord may sue the Tenant for damages, including loss of future Rent as a result of this Lease being prematurely terminated and the cost of recovering the Leased Premises. If any legal proceedings are instituted because of an Event of Default, the Tenant will pay the Landlord’s expenses, including legal fees on a solicitor and client basis.

Attached as Schedule “F” is a list of all material Hazardous Substances that the Tenant will use at the Leased Premises. This list will be updated and submitted to the Landlord annually on the anniversary date of the Commencement Date.

14. Nothing shall be placed on the outside of windows or projections of the Leased Premises. No air-conditioning equipment shall be placed at the windows of the Leased Premises without the consent in writing of the Landlord.

2. LEASED PREMISES. Landlord hereby leases to Tenant and Tenant does hereby lease from Landlord, upon the terms, conditions and covenants contained in this Lease, those certain Leased Premises, which is more fully described on Exhibit "A", attached hereto and made a part hereof by this reference.

7. USE OF THE LEASED PREMISES. Tenant agrees to use the Leased Premises as a deli and grill to serve breakfast, lunch, and dinner food items, snacks, and non-alcoholic beverages to owners and guests at the Resort, to be known as "Palm Cafe", and for no other purpose.

12. ROOM CHARGES. During the term of this Lease, Tenant shall permit guests of the Resort to charge their room for meals provided to such guests by Tenant at the Leased Premises. Tenant shall bill Landlord for these charges on a nightly basis so that Landlord can timely adjust the guest folios to reflect meal charges for which payment is owed. Payment will be made to Tenant for said charges, minus five percent (5%) for processing costs, and Landlord will process and mail such payments to Tenant on a bi-weekly basis. Without having any obligation to do so, Landlord reserves the right, in its sole and absolute discretion, to apply any monies collected hereunder against any or all amounts owed by Tenant pursuant to this Lease.

15. SIGNS AND ADVERTISING. Tenant shall obtain the consent of Landlord prior to posting, erecting or otherwise displaying any outdoor signage at the Leased Premises. All permitted signage hereunder must be in compliance with applicable laws of the State of Florida and the Governing Documents.

19. SECURITY. Tenant shall maintain, install and provide such security and alarm systems and other measures as may be reasonably necessary from time to time to secure the safety and welfare of the Leased Premises, and Tenant's agents, employees, invitees, and guests at the Leased Premises. Tenant agrees to indemnify and hold Landlord harmless from and against any cost, expense, liability, demand, violation, loss or action arising from or in connection with such security and safety measures or lack thereof.

It is understood and agreed by Tenant that any and all alterations, additions or improvements and/or fixtures placed in or upon the Leased Premises by Tenant, or that are affixed so that they cannot be removed without material damage to any part of the Leased Premises, shall be deemed to be a part of the Leased Premises and not trade fixtures, and shall be surrendered with the Leased Premises upon termination of this Lease. The immediately preceding sentence shall not apply to Tenant's Equipment to the extent that such may be removed without material damage to any part of the Leased Premises. Landlord shall have no obligation to reimburse Tenant for any costs associated with any such alterations, additions, improvements or fixtures surrendered with the Leased Premises.

Landlord and its agents, employees, assigns and other Tenants and occupants of the Resort shall not be liable for any damage by fire or other casualty covered by Tenant's insurance, no matter how caused, it being understood that Tenant will look solely to its insurer for reimbursement. Whenever, in Landlord's judgment, good business practice indicates the need for additional insurance coverage or different types of insurance, Tenant shall, upon demand, obtain such insurance at its expense. All of said insurance shall be in form and with companies reasonably satisfactory to Landlord and shall provide that it shall not be subject to cancellation, termination or change except after at least thirty (30) days prior written notice to Landlord. All insurance provided by Tenant as required by this Lease shall name Landlord (including its parent companies, subsidiaries and affiliates) as an additional loss payee, and shall include a waiver of subrogation in favor of Landlord. In the case of insurance against damage by fire or other casualty, the policy or policies shall provide that loss shall be adjusted between Landlord and Tenant in proportion to their respective interests in the Leased Premises. Tenant agrees to deliver to Landlord, at least five (5) days prior to the time such insurance is first required to be carried by Tenant, and thereafter at least fifteen (15) days prior to the expiration of any such policy, a certificate of insurance evidencing Tenant's compliance with its obligations hereunder, together with evidence of payment therefor and including an endorsement which states that such insurance may not be cancelled except upon thirty (30) days written notice to Landlord or any designee(s) of Landlord. Any renewals, replacements or endorsements thereto shall also sent to Landlord, with required copies to Wyndham Vacation Ownership, Inc., 22 Sylvan Way, Parsippany, NJ 07054, Attn: Risk Management. All said insurance shall be in full force and effect during the term of this Lease, including, if applicable, any Extension Term. If Tenant fails to comply with any requirement of this Section, Landlord may, but is not obligated to, obtain such insurance and keep the same in effect, and Tenant shall reimburse Landlord upon demand for such premium as Additional Rent.

11.EQUIPMENT. Tenant shall be permitted to use its own equipment at the Leased Premises, provided that any such equipment must be approved by Landlord prior to being installed in the Leased Premises. Any such equipment owned by Tenant shall be the sole property of Tenant (all Tenant's equipment shall hereinafter be referred to as "Tenant's Equipment"). Further, Tenant shall be responsible for and repair any and all damage caused by the installation or removal of any equipment belonging to Tenant. Upon the termination of this Lease, Tenant shall remove Tenant's Equipment from the Leased Premises. Any of Tenant's Equipment not removed from the Leased Premises within thirty (30) days from the expiration or termination of this Lease shall automatically become the property of Landlord, without the need for any further documentation or confirmation.

In the event that the whole or substantially whole of the Leased Premises, or the building in which the Leased Premises are located, is destroyed or taken, then Landlord reserves the right to terminate this Lease as of the date of the occurrence and neither Party shall have any further obligations hereunder, except that Tenant shall remain responsible for the payment of any amounts of Rent and Additional Rent accrued through and until the date of termination. Landlord shall have no liability or responsibility for any damage to the property of Tenant in or about the Leased Premises by reason of any flood, water, fire, windstorm, or other casualty or act of nature, and Landlord shall have no obligation to rebuild or restore the Leased Premises. Notwithstanding anything herein to the contrary, Tenant agrees that if the Leased Premises or any other portion of the building wherein the Leased Premises are located is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of its agents, employees, or invitees, then the damage shall be repaired at the sole cost and expense of Tenant, there shall be no abatement of Rent before or during the repair of the damages, and this Lease shall remain in full force and effect, unless otherwise determined by Landlord.

The Tenant shall take out and maintain in force such service contracts with reputable service providers (for matters such as but not limited to the maintenance and repair of the HVAC System, plumbing and other mechanical systems, services and equipment which are its responsibility pursuant to the provisions of this Lease, garbage, refuse, rubbish, trash and waste removal, security and the like) as Landlord, acting reasonably, may from time to time determine to be necessary or advisable for the good order, appearance, safety and care of the Leased Premises. Copies of all such contracts shall be exhibited to Landlord upon demand.

Notwithstanding the foregoing, in the event that the Tenant fails to effect any maintenance, repairs and/or replacements required to the HVAC System for the Leased Premises in accordance with the provisions of this Lease, the Tenant agrees that the Landlord may at any time elect to effect the maintenance, repairs and replacements required to the HVAC System for the Leased Premises. The Tenant shall then pay as Additional Rent to the Landlord within ten (10)days after demand therefor, all costs incurred by the Landlord in connection with the maintenance, repair and replacement of the HVAC System, including without limitation any costs incurred to maintain any maintenance contracts entered into by the Landlord in connection therewith (plus an administration fee of ten percent (10%) of the total of such costs.

Leasehold Improvements shall immediately become the property of the Landlord upon affixation or installation without compensation therefor to the Tenant but the Landlord is under no obligation to repair, maintain or insure Leasehold Improvements. Leasehold Improvements shall not be removed from the Leased Premises either during or at the expiration or earlier termination of the Term, except that the Tenant shall, at the end of the Term, remove such Leasehold Improvements installed or constructed by or on behalf of the Tenant as the Landlord may require to be removed. The Tenant may, during the Term, remove its trade fixtures provided that the Tenant is not in default under this Lease and such trade fixtures are immediately replaced by trade fixtures of equal or better value. The Tenant shall at the expiration or earlier termination of the Term remove its trade fixtures as the Landlord may require. Any removal of Leasehold Improvements and/or the Tenant’s trade fixtures shall be done at the Tenant’s sole cost and expense and the Tenant shall forthwith repair at its own cost any damage caused to the Leased Premises or the Building or any part thereof by the installation or removal of Leasehold Improvements and/or trade fixtures. If the Tenant does not remove its trade fixtures at the expiration or earlier termination of the Term, then the trade fixtures shall, at the option of the Landlord, become the property of the Landlord and may be removed from the Leased Premises and/or sold or otherwise disposed of by the Landlord in such manner as it deems advisable. For greater certainty, the Tenant’s trade fixtures shall not include any heating, ventilating or air-conditioning equipment or other building services or floor covering affixed to the floor of the Leased Premises. The obligations of the Tenant set forth in this Section shall survive the expiry or other termination of the Term.

The Tenant covenants that it will not bring upon the Leased Premises or any part thereof any machinery, equipment, article or thing that, by reason of its weight, size, configuration, operation or otherwise, might damage the Leased Premises and will not at any time overload or damage the floors of the Leased Premises. The Tenant shall remove any such machinery, equipment (including but not limited to mobile equipment such as a forklift), article or thing within five (5)days’ written notice thereof and if any damage is caused to the Leased Premises by any machinery, equipment, article or thing or by overloading, the Tenant shall forthwith repair such damage at its own expense to the satisfaction of the Landlord.

B. The Tenant shall, at its own cost, comply with all Environmental Laws, including without limitation, all laws, regulations and government orders or directions relating to the use, generation, manufacture, production, processing, storage, transportation, handling, release, disposal, removal or cleanup of Hazardous Substances and the protection of the environment [Intentionally Deleted] on, under or about the Project, Property, and the Leased Premises. The Tenant shall not use or cause or permit to occur the generation, manufacture, production, processing, storage, handling, release, presence, introduction or disposal (each such action referred to as “handling”) of any Hazardous Substance on, under or about the Project, Property, or the Leased Premises or the transportation to or from the Project, Property, or the Leased Premises of any Hazardous Substance except as specifically disclosed to the Landlord and permitted under this Lease. Upon the request of the Landlord during the Term, the Tenant shall provide to the Landlord an independent audit report, in form and substance and from qualified experts approved by the Landlord acting reasonably, regarding Hazardous Substances on, under or about: (i)the Project or Property (if handled by the Tenant, its employees, agents or anyone for whom the Tenant is in law responsible); or (ii)the Leased Premises during the Term.

The rights granted under this Option to Extend are personal to PHARMASCIENCE INC. and shall subsist and apply so long as PHARMASCIENCE INC. is occupying and operating the entire Leased Premises and has not assigned the Lease or sublet the Leased Premises. These rights may not be transferred or assigned by the Tenant.

In each of the above-mentioned cases, the Lessor may, without notice or any other form of legal proceeding, immediately enter the Leased Premises and retake possession, and remove the Lessee’s effects from the Leased Premises. Furthermore, the full amount of the Rent for the current month and the following three (3)consecutive months become immediately due and payable; furthermore, the Lessor is immediately entitled to claim this amount, as well as all arrears and all other amounts that may be owing to the Lessor by the Lessee under the terms of this Lease, without prejudice to all other rights and recourses the Lessor may have under this Lease. Upon such a termination, the Lessee shall peacefully return the Leased Premises to the Lessor.

3.3 The Lessor shall permit the Lessee’s vehicles to pass in and out of the Leased Premises. In the event of repairs and/or the development of the Leased Premises, the ingress and egress through Vibhavadi - Rangsit Road will be open.

4.8 The Lessee shall not keep or store any articles of a combustible or inflammable, chemical substances and any articles of dangerous nature including illegal goods or objects within the Leased Premises. In addition, the Lessee shall not use the Leased Premises for any illegal or immoral business nor shall it do or permit to be done anything in the Leased Premises or the adjacent area outside the Leased Premises that may cause vibration, light, sound, smell, smoke, or similar affect that are against the law, peace or public order.

4.10 The Lessee shall pay the Lessor the actual cost of electricity and other utilities consumed by the Lessee at, in and about the Leased Premises at rates to be specified by the provider of such electricity and utilities and according to units of consumption recorded by the water and electric meters and other utility meters (if any) connected to the Leased Premises. In addition the Lessee shall be responsible for the installation of any additional utility system, if needed, provided that, prior written consent of the Lessor is given.

In consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Tenant to be paid, observed and performed, the Landlord demises and leases to the Tenant and the Tenants rents from the Landlord, the Leased Premises. The Landlord and the Tenant acknowledge and agree that the Leased Premises are shown on Schedule “B” attached hereto and that the Rentable Area of the Leased Premises as defined herein is 24,000 square feet.

ii.In the event that a separate tax bill is issued by any lawful taxing authority, then the Tenant shall pay its Taxes on the basis of such separate tax bill. If there is no such separate tax bill, then the Tenant’s Taxes shall, at the option of the Landlord, be calculated by the Landlord on the basis of the assessed value of the Leased Premises. In the event that there is not a separate tax bill for the Leased Premises available, and the Landlord elects or is not able to charge on the basis of assessed value, then the Tenant shall pay in lieu thereof its Proportionate Share of all such Taxes levied, rated, charged or assessed from time to time against the Building. In any event, in addition to the Taxes levied or assessed against the Leased Premises, the Tenant shall also pay a Proportionate Share of all such Taxes levied, rated, charged or assessed from time to time against the Common Areas to the extent only that such Taxes on the Common Areas have not been included in the Taxes otherwise charged to the Tenant hereunder.

The Tenant covenants subject to ArticleIX that it will leave the Leased Premises in good repair, reasonable wear and tear not inconsistent with the operation of the Building and the Leased Premises and damage by fire, lightning and tempest and other perils against which the Landlord is insured excepted. Without limiting the generality of the foregoing, but subject to the provisions of Section9.02(b)hereof, it is agreed that at the expiration or earlier termination of the Term, the Tenant shall surrender the Leased Premises in the same condition as the Leased Premises were in upon delivery of possession thereto under this Lease, reasonable wear and tear not inconsistent with the operation of the Building and the Leased Premises and damage by fire, lightning and tempest only excepted, and shall surrender all keys for the Leased Premises to the Landlord at the place then fixed for the payment of Rent and shall inform the Landlord of all combinations on locks, safes and vaults, if any, in the Leased Premises. The Tenant’s obligations to observe or perform this covenant shall survive the expiration or other termination of the Term of this Lease.

The Tenant shall be solely responsible for and promptly pay as Additional Rent, all charges for heat, water, gas, electricity or any other utility used or consumed in the Leased Premises, or allocated to the Leased Premises by the Landlord. Should the Landlord elect to supply the water, gas, heat, electricity or any other utility used or consumed in the Leased Premises, the Tenant agrees to purchase and pay for the same as Additional Rent at the applicable rates charged to the Landlord by the proper regulatory authority. In the event that the charge for any utility is allocated by the Landlord to the Leased Premises, such charge shall be equitably determined by the Landlord upon the advice of a qualified engineer or technician and such charge and any cost or expense incurred by the Landlord in determining such allocation shall be the sole responsibility of the Tenant. In no event shall the Landlord be liable to any injury to the Tenant, its servants, agents, employees, customers and invitees or for any injury or damage to the Leased Premises or to any property of the Tenant, or to any property of any other person, firm or corporation on or about the Leased Premises caused by an interruption or failure in the supply of any such utilities to the Leased Premises. If so required by the Landlord or by the utility company or requested by the Tenant, separate meters shall be installed in the Leased Premises at the Tenant’s expense.

i.The Tenant shall have the right, at its option, to manage the day to day operations of the Leased Premises such as making repairs to the HVAC system, lighting, plumbing, security and other matters relating to the use and occupation of the Leased Premises by the Tenant. Should the Tenant exercise this right, it shall operate, maintain and keep in good repair (including, without limitation, maintenance and repairs occasioned by every day wear and tear) and regulate the heating, ventilating and air conditioning system and equipment serving the Leased Premises in such a manner as to maintain reasonable conditions of temperature and humidity within the Leased Premises. Items that are the responsibility of the Landlord shall be at (he Landlord’s cost and items that are the responsibility of the Tenant shall be at the cost of the Tenant. For greater certainty, the Tenant’s obligation to maintain and repair shall not extend to the replacement of such system and equipment or any major components thereof, and shall be subject to the Landlord’s obligation as set out in Section11.02ii below.

The Tenant covenants with the Landlord that, except for the use of the Leased Premises in accordance with Section7.01 hereof, the Tenant will not do or omit or permit to be done or omitted upon the Leased Premises anything which shall be or result in a nuisance or which shall cause any increase of premium for the fire, boiler and/or casualty rates on the Leased Premises or the Building or any part thereof above the rate for the least hazardous type of occupancy legally permitted in the Leased Premises and the Tenant shall pay such additional premium on the fire, boiler and/or casualty insurance policies. The Tenant also shall pay in such event any additional premium on the rent insurance policy that may be carried by the Landlord for its protection against rent loss through fire. If notice of cancellation shall be given respecting any insurance policy or if any insurance policy upon the Leased Premises or the Building or any part thereof shall be cancelled or refused to be renewed by an insurer by reason of the use or occupation of the Leased Premises or any part thereof or the acts or omissions of the Tenant, the Tenant shall forthwith remedy or rectify such use or occupation upon request to do so in writing by the Landlord, and if the Tenant shall fail to do so within twenty-four (24) hours of such written request, the Landlord shall have the right to enter the Leased Premises and rectify the situation, without liability to the Tenant for any loss or damage occasioned by such entry and rectification, or shall be entitled to hold the Tenant liable for any damage or loss resulting from such cancellation or refusal. In determining whether increased premiums are the result of the Tenant’s use of the Leased Premises, a schedule, issued by the organization making the insurance rate on the Leased Premises, showing the various components of such rate, shall be conclusive evidence of the several items and charges which make the fire insurance rate of the Leased Premises. Bills for such additional premiums shall be rendered by the Landlord to the Tenant at such times as the Landlord may elect, and shall be due from and payable by the Tenant when rendered, and the amount thereof shall be deemed to be and be paid as Additional Rent.

2.1 POSSESSION AND COMPLETION OF LEASED PREMISES: The Tenant covenants to examine the Leased Premises on the Possession Date and to notify the Landlord in writing, within thirty (30)business days thereafter, of any defect in the Leased Premises. Should the Tenant fail to do so, the Tenant shall be conclusively deemed to have taken delivery of the Leased Premises in good condition, to be satisfied therewith.

Moreover, Landlord agrees that in the event of any such a sublet or assignment Landlord will not have the right to increase the rent or otherwise modify any other terms and conditions of this Lease, nor will Landlord have the right to terminate this Lease or repossess the Leased Premises. In all case in which a subletting, assignment or transfer is not prohibited pursuant hereto, the subtenant, assignee or transferee may make use of, and carry on business in the Leased Premises under its own trade name.

The rules and regulations, as well as any modifications and additions brought thereto, shall not be incompatible with the terms of the Lease and shall not unduly hinder the Tenant’s peaceable use of the Leased Premises. Any modification or addition to the rules and regulations shall be communicated to the Tenant in writing, and shall be bind the Tenant.

13.4 if party B fails to return the leased premises to party a due to non-party A’s reasons at the time and under the conditions stipulated in the lease contract, party B shall be deemed to have moved out of the leased premises on the day following the expiration of the time for return as stipulated in the lease contract; Party A has the right to open and replace the door locks of the leased premises, or take other measures to take back the leased premises. If there are articles in the leased premises that party B has left behind, party a shall be deemed to have given up the ownership of such articles, and party a shall have the right to remove such articles from the leased premises, vacate and repossess the leased premises, party a shall not be liable for any loss of facilities and equipment in the leased premises as a result thereof. Party a shall have the right to sell, transfer, dispose of or otherwise dispose of the articles left by Party B in the leased premises in such manner as party a deems appropriate, the proceeds of the disposition, if any, shall be used to reimburse party B for any amount due to party A or to compensate party a for any losses. Under no circumstances shall party a have any obligation to pay or reimburse party B for such articles. Party B does not move out of the items, party a can keep for 10 days, not intentionally damaged.

Party B shall take over the leased premises on the scheduled handover date. If Party B is unable to take over the leased premises on the scheduled handover date due to party B’s reasons, the time from the commencement of the lease, term and fitting-out period shall not be extended, party B shall bear the relevant expenses in accordance with the provisions of this contract. At the time of Handover, the Party A and party B’s representatives or their authorized representatives shall sign the relevant documents or vouchers for the handover of the leased premises. After Delivery, party B shall abide by the rulesand regulations of party A or the property management company.

If the leased premises are temporarily unusable due to force majeure or accidents, party a Maydecide whether or not to repair the leased premises based on the damage to the leased premises. During the period of maintenance, party A may choose to provide other units in the building to party B on the same terms and conditions of lease. Party A may use or suspend the rental of the leased premises and the charges for property management services until the maintenance of the leased premises is completed.

(3)party a Maycarry out repair, alteration and renovation works as necessary within the premises other than the leased premises. Party B shall not require party A to compensate party B for any disturbance or inconvenience caused by such works and their consequences if such works need to be closed or altered. Party a shall give reasonable written notice to Party B in advance before carrying out the above-mentioned works outside the leased premises, and minimize the possible interference and inconvenience to the leased premises.

7.Common Areas and Facilities. TENANT shall be entitled to use the common areas of the Building, including entryways, hallways, stairwells and elevators (the “Common Areas”). TENANT shall have the right to install, at its cost, a video camera monitoring, recording and surveillance system covering the fourth floor elevator doors and the fourth floor stairwell doors. TENANT shall also have the exclusive right to control the use of the receptionist station identified in purple highlight on the floor plan attached as Exhibit A. TENANT shall utilize the freight elevator for the purpose for which it was intended. TENANT shall be responsible for relocking any exterior doors after use by TENANT or its employees or invitees, when the entire Building is not open for business. TENANT shall also be responsible for locking and securing the Leased Premises. LANDLORD shall pay for lighting in Common Areas and also shall provide a common receptacle for refuse. LANDLORD may furnish certain security facilities for the Building. If LANDLORD furnishes such facilities, it is with the express understanding that such facilities are furnished gratuitously by LANDLORD and that LANDLORD shall not be liable for any loss of TENANT’S property through theft, casualty or otherwise, or for any damage or injury whatsoever to TENANT or its employees or invitees, as a result of any non-function or malfunction of such security system.

12.Access to Leased Premises. LANDLORD shall have the right to enter upon the Leased Premises at all reasonable hours after reasonable notice for the purpose of inspecting the same, or of making repairs, additions or alterations to the Leased Premises or any property owned or controlled by LANDLORD. LANDLORD shall have reasonable access to the Leased Premises for the purpose of exhibiting the same to prospective tenants.

5.Tenant may re-activate, install, upgrade, subdivide, modify and/or replace the security alarm system covering the Leased Premises. Such rights shall include the South Portion, until it is leased by Landlord to another tenant.

• Option C – Exercise Renewal on Expanded Space Tenant may exercise an option to renew the Lease for a two (2)year term on expanded space. Such option would increase the square footage of the Leased Premises from approximately 4,076 square feet to approximately 6,382 square feet by adding the square footage of the suite known as “4th Floor South” to the square footage of the Leased Premises. In order to exercise such option, Tenant must provide written notice of its intent to do so to Landlord at any time on or before September30, 2015. If Tenant delivers timely notice to expand, then, effective January1, 2016, the Leased Premises shall be expanded to approximately 6,382 square feet, and the rental amount shall be increased accordingly, based on the Option Term Rates.

1. Leased Premises. The Leased Premises shall be approximately 2,216 square feet of office space and the corresponding portion, 45.64%, of common space at 685 square feet, totaling 2,901 square feet known as “Suite A”, as depicted on Exhibit “A” attached hereto.

SECTION 5.05. LANDLORD'S RIGHT TORELOCATE FOR REMODELING. If Landlord elects to perform alterations or additions to the Building, Landlord shall have the right, in Landlord's sole discretion, at any time, upon giving Tenant not less than thirty (30) days' notice in writing, to provide and furnish Tenant with space elsewhere in the Building or the development of approximately the same size as the Leased Premises and to place Tenant in such space. In the event of any such relocation of Tenant, Landlord shall pay for Tenant's reasonable moving costs. Should Tenant refuse to permit Landlord to move Tenant to such new space by the end of such thirty (3 0) day period, Landlord, in such event, shall have the right to forthwith cancel and terminate this Lease. If Landlord moves Tenant to such new space, this Lease and each and all of its terms, covenants and cond1t1ons shall remain In full force and effect and be deemed applicable to such ew space, and such new space shall thereafter be deemed to be the Leased Premises. In addition, Base Monthly Rent for the remainder of the Rental Term shall be at the same per square foot rate as Tenant is required to pay Landlord in Section 3.01.

SECTION 7.01. PERMITTED USE OF LEASED PREMISES. Tenant shall use and occupy the Leased Premises during the continuance of this Lease solely for the Permitted Use set forth in Section 1.0 1(F) and for purposes ordinarily incidental to such use and only for such purposes and in such manner as are permitted both by the protective covenants relating to the University Research Park and by any existing legislation concerning the University Research Park. Tenant shall not use, permit or suffer the use of the Leased Premises for any other business or purpose without the prior written consent of l and lord. Tenant shall promptly comp ly with all present or future laws, ordinances, lawful orders and regulations affecting the Leased Premises and the cleanliness, safety, occupancy and use of the Leased Premises. Tenant shall not make any use of the l eased Premises which shall cause cancellation or an increase in the cost of any insurance policy covering the leased Premises. Tenant shall not keep or use on the Leased Premises any article, item, or thing which is prohibited by the standard form of fire insurance policy. Tenant shall not commit any waste upon the l eased Premises and shall not conduct or allow any business activity, or thing on the l eased Premises which is an annoyance or causes damage to landlord, to other sub tenants, occupants, or users of the Improvements, or to occupants of the vicinity. Tenant shall comply with and abide by all laws, ordinances, and regulations of all municipal, county, state, and federal authorities which are now in force or which may hereafter become effective with respect to use and occupancy of the Leased Premises. Landlord represents, to the best of its knowledge and understanding, without duty of inquiry, that upon Delivery of Possession, the Building shall comply with all currently applicable laws, ordinances and regulations of municipal, county, state and federal authorities.

SECTION 9.02. REMOVAL BY TENANT. In the event of any Landlord-approved remodeling by Tenant, Landlord reserves title to al l removed materials, building components, plumbing and HVAC equipment, except that Tenant shall remove from the Leased Premises those items which Landlord chooses not to salvage. All new alterations, decoration s, addition s and improvements made by Tenant beyond costs thereof paid by Land lord, if any, shall be deemed to belong to Tenant although attached to the Leased Premises. However, none of such items may be removed from the Leased Premises and shall become the property of Landlord upon the expiration or prior termination of the Rental Term, or any Rental Term extension or renewal thereof, or other termination or surrender of the Leased Premises to Landlord. Tenant shall not remove any of such alterations, decorations, additions and improvement s, although trade fixtures installed by Tenant may be removed if all rents due herein are paid in full and Tenant is in full compliance with all other terms and conditions in this Lease.

SECTION 9.04. REMOVAL OF TENANT SIGNS. At the end of the Rental Term, or any Rental Term extension or renewal thereof, or in the event Landlord or Tenant terminates this Lease, Tenant shall remove all signage on or within the Leased Premises prior to vacating the Leased Premises. In the event Tenant fails toremove its signage within ten (10) days of the expiration or earlier termination of this Lease, Tenant shall pay to Landlord a fee of Fifty Dollars ($50.00) per day for each day Tenant fails to remove its signage from the Leased Premises. Tenant shall, at Tenant's so le cost and expense, repair any and all damage from the removal of any Tenant signage.

(a) The Building shall be equipped with an electronic card access system at entrance to the Building as well as primary doors of the Leased Premises. Landlord shall issue, monitor, and program key cards for Tenant and Tenant's employees, as reasonably needed. When employment relationships change, Tenant shall cooperate to attempt to retrieve such key cards from employees leaving Tenant.

(c) Tenant shall not permit the Leased Premises to be used for any purpose which would render the insurance thereon void or cause cancellation thereof or increase the insurance risk or increase the insurance premiums in effect just prior to the Rental Term Commencement Date of this Lease. Tenant agrees to pay as Additional Rent the total amount of any increase in the insurance premium of Landlord over that in effect prior to the Rental Term Commencement Date of this Lease resulting from Tenant's use of the Leased Premises. If Tenant installs any electrical or other equipment which overloads the lines in the Leased Premises, Tenant shall at its own expense make whatever changes are necessary to comply with the requirements of Landlord's insurance.

SECTION 19.01. DEFAULT - RIGHT TORE-ENTER. In the event of any failure of Tenant to pay any Base Monthly Rent, Addition al Rent and other charges due hereunder, within ten (10) days after the same shall be due, shall have been mailed to Tenant by registered mail to Tenant' s address as listed in Section1.01(E) or to such address as Tenant has specified in writing, or any failure by Tenant to perform an y other of the terms, conditions or covenants required of Tenant by this Lease within thirty (30) days after written notice of su c h default shall have been mailed to Tenant by registered mail to Tenant 's address as listed in Section 1.01(E) or to such address as Tenant has specified in writing, or if Tenant shall abandon the Leased Premises, or permit this Lease to be taken under any writ of execution, then Landlord, besides other rights or remedies it m ay have, shall have the right to declare this Lease terminated and the Rental Term ended and shall have the immediate right of re-entry and may remove all persons and property from the Leased Premises. Such property may be removed and stored in a public ware house or elsewhere at the cost of an d for the accou nt of Tenant, without evidence of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby. Ten an t hereby waives all compensation for the forfeiture of the Rental Term or its loss of possession of the Leased Premises in the event of the forfeiture of this Lease as provided for above. Any notice that Landlord may desire or is required to give Tenant with reference to the foregoing provision may, in lieu of mailing, at the option of Landlord, be conspicuously posted for ten (10 ) consecutive days at the main entrance to or in front of the Leased Premises, and such notice shall constitute a good, sufficient, and lawful no tice for the purpose of declaring a forfeiture of this Lease and for terminating all of the rights of Tenant hereunder.

SECTION 27.12. NO OPTION . The submission of this Lease for examination does not constitute a reservation of, or option for, the Leased Premises. This Lease becomes effective as a lease only upon full execution and deli very thereof by Landlord and Tenant.

SECTION 27.20. TRANSFER OF LANDLORD'S INTEREST IN THE LEASED PREMISES. In the event of any transfer or transfers of Landlord 's interest in the Leased Premises, the transferor shall be automatically relieved of any and all obligations and li abilities on the part of Landlord accruing from and after the date of such transfer, provided the transferee assumes such obligations and liabilities.

4.1 Limitation on Use: Tenant shall continuously use the Leased Premises throughout the Lease Term solely for the Permitted Use (as described in Article 1) and for no other use. Tenant shall not do anything in or about the Leased Premises which shall (a)interfere with the rights of other tenants, if any, or other individuals outside the Leased Premises, (b)cause structural injury to the Leased Premises, or (c)cause damage to any part of the Leased Premises, except to the extent reasonably necessary for the installation of Tenant's equipment and Trade Fixtures, and then only in a manner which has been first approved by Landlord and in which Tenant can repair the same upon expiration or termination of this Lease. Tenant shall not operate any equipment within the Leased Premises which shall injure, vibrate or shake the Leased Premises, which will overload existing electrical systems or other mechanical equipment servicing the Leased Premises, or which shall impair the efficient operation of the sprinkler system (if any) or the heating, ventilating or air conditioning ("HVAC") equipment servicing the Leased Premises. Any dust, fumes, or waste products generated by Tenant's use of the Leased Premises shall be contained and disposed of so that they do not create a fire or health hazard, damage the Leased Premises, or interfere with the business of other tenants, if any, or any other individuals outside the Leased Premises. Tenant shall not change the exterior of the Building or install any equipment or antennas on the building, and Tenant shall keep the Leased Premises in a clean, attractive and good condition, free from any nuisances. Landlord makes no representation as to whether Tenant's permitted use is allowable under applicable laws and Tenant bears sole responsibility for verifying the same and this lease is not contingent upon nor voidable by Tenant should Tenant not be allowed to conduct its intended use upon the Leased Premises. Tenant acknowledges that Landlord shall have the right to have access to the roof and other portions of the Leased Premises in order to install and maintain any antenna and any ancillary equipment if such is determined to be necessary by Landlord in its sole discretion.

5.1 Trade Fixtures: Throughout the Lease Term, Tenant shall provide, install, and maintain in good condition all Trade fixtures required in the conduct of its business in the Leased Premises. All Trade Fixtures shall remain Tenant's property.

5.3 Alterations Required by Law: Tenant shall comply with all Laws, rules and regulations that are now in effect or may hereafter be applicable to the Leased Premises. Without limiting the foregoing, Tenant shall make all alterations, additions or changes, of any sort that are required by any Law, whether structural or otherwise, to the Leased Premises, and Tenant shall make all alterations, additions or changes, of any sort, whether structural or otherwise, to the Common Areas and/or Property that are required by any Law (a)for Tenant to operate its business upon the Leased Premises, (b)because of Tenant's use or change of use of the Leased Premises, (c)because of Tenant's application for any permit or governmental approval, or (d)because of Tenant's construction or installation of any Leasehold Improvements or Trade Fixtures.

5.5 Liens: Tenant shall keep the Leased Premises and the Property free from any liens and shall pay when due all bills arising out of any work performed, materials furnished, or obligations incurred by Tenant, its agents, employees or contractors relating to the Leased Premises, if any claim of lien is recorded. Tenant shall bond against or discharge the same within then (10) days after the same has been recorded against the Leased Premises. Should any lien be filed against the Leased Premises or any action commenced affecting title to the Leased Premises, the party receiving notice of such lien or action shall immediately give the other party written notice thereof.

omission of Tenant or its agents contractors, employees or invitees. Landlord shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Landlord be obligated to maintain, repair or replace windows, doors or plate glass of the Leased Premises. Tenant expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. Landlord may engage contractors of its choice to perform the obligations required of it by this provision, and the necessity of any expenditure made to perform such obligations shall be at the sole discretion of Landlord. It is an express condition precedent to all obligations of Landlord to repair and maintain that Tenant shall have notified Landlord, in writing, of the need for such repairs and maintenance and Landlord is provided reasonable time following such notice to repair or maintain the same. In addition, Landlord may, in Landlord's sole discretion, and at Tenant's sole cost, elect to contract for all or any portion of the maintenance, repair and/or replacement of the HVAC systems serving the Leased Premises (including, without limitation, contracting for the periodic inspection of the HVAC equipment at such time intervals as Landlord may elect).

7.1 Waste Disposal: Tenant shall store its waste either inside the Leased Premises or in containers with lids that are kept closed (e.g. "dumpsters") located within outside trash enclosures that are (a)fully fenced and screened in compliance with all Private Restrictions, (b)in compliance with all applicable law, (c)designed for such purpose to be used either exclusively by Tenant or in common with others as designated by Landlord, and (d)first approved by Landlord. All entrances to such outside trash enclosures shall be kept closed, and waste shall be stored in containers in such manner so that the container lids are kept closed and such waste is not visible, nor is the smell noticeable, from the exterior of such outside enclosures. Tenant shall contract for and cause all of its waste to be regularly removed (daily if necessary) from the Leased Premises. Tenant shall keep all fire corridors and mechanical equipment rooms in the Leased Premises free and clear of all obstructions at all times. If Landlord provides for rubbish or garbage removal, Tenant shall pay a proportionate share of such expenses based upon the square footage of all tenants who utilize such service in relation to Tenant's square footage, Tenant acknowledging that all tenants may not use such service. Tenant shall either pay an estimated sum (based upon an estimate provided by Landlord) monthly or the actual sum within ten (10) days of Landlord's delivery of an invoice therefor to Tenant. If payment is upon an estimated sum, Landlord shall perform a year-end reconciliation of such expenses.

11.1 Landlord's Duty to Restore: Except as set forth above, if the Leased Premises are damaged by any peril after the Commencement Date of this Lease, Landlord shall restore the Leased Premises unless the Lease is terminated by Landlord pursuant to this Article. All insurance proceeds available from fire and property damage insurance carried by Landlord pursuant to Article 9 shall be paid to and become the property of Landlord. If this Lease is terminated pursuant to this Article then all insurance proceeds available from insurance carried by Tenant which covers loss to property that is Landlord's property or would become Landlord's property on the termination of this Lease shall be paid to and become the property of Landlord. If this Lease is not so terminated, then upon receipt of the insurance proceeds (if the loss is covered by insurance) and the issuance of all necessary governmental permits, Landlord shall commence and diligently prosecute to completion the restoration of the Leased Premises, to the extent then allowed by Law, to substantially the same condition in which the Leased Premises were immediately prior to such damage. Landlord's obligation to restore shall be limited to the Leased Premises as they existed as of the Commencement Date, excluding any Leasehold Improvements, Trade Fixtures, and/or personal property constructed or installed by Tenant in the Leased Premises. Tenant shall forthwith replace or fully repair all Leasehold Improvements and Trade Fixtures installed by Tenant and existing at the time of such damage or destruction.

(1) Landlord may terminate this Lease or, in the case of a sublease of less than all of the Leased Premises, terminate this Lease as to that part of the Leased Premises proposed to be so sublet, either (i)on the condition that the proposed Transferee immediately enter into a direct Lease of the Leased Premises with Landlord (or, in the case of a partial sublease, a lease of the portion proposed to be so sublet) on the same terms and conditions contained in Tenant's notice, or (ii)so that Landlord is thereafter free to lease the Leased Premises (or, in the case of a partial sublease, the portion proposed to be so sublet) to whomever it pleases on whatever terms are acceptable to Landlord. In the event Landlord elects to so terminate this Lease, then (i)if such termination is conditioned upon the execution of a lease between the Landlord and the proposed Transferee, Tenant's obligations under this Lease shall not be terminated until such Transferee executes a new lease with Landlord, enters into possession, and commences the payment of rent, and (ii)if Landlord elects simply to terminate this Lease (or, in the case of partial sublease, terminate this Lease as to the portion to be so sublet), the Lease shall so terminate in its entirety (or as to the space to be so sublet) fifteen (15) days after Landlord has notified Tenant in writing of such election. Upon such termination, Tenant shall be released from any further obligation under this Lease if it is terminated in its entirety, or shall be released from any further obligation under the Lease with respect to the space proposed to be sublet in the case of a proposed partial sublease. In the case of a partial termination of the Lease, the Base Monthly Rent shall be reduced to an amount which bears the same relationship to the original amount thereof as the area of that part of the Leased Premises which remains subject to the Lease bears to the original area of the Leased Premises. Landlord and Tenant shall execute a cancellation and release with respect to the Lease to effect such termination.

Upon execution of this Agreement, Tenant shall deposit with Landlord the sum Eighteen Thousand Two Hundred Seventy-seven Dollars and 00/100 ($18,277.00) rent to be held as security for the full and faithful performance by Tenant of Tenant's obligations under this Lease and for the payment of damages to the leased premises. The balance of the security deposit shall be returned to Tenant at the expiration of the term of this Lease less such sums as are required for the payment of damages to the leased premises. It is understood and agreed that no part of the security deposit is to be considered as the last rental due under the terms of this Lease.

Landlord shall be responsible for and maintain (where applicable) in good operating condition (and repair or replace as needed) heating, electric, plumbing, utility systems, emergency lighting, exterior lighting, ventilation, and air-conditioning equipment servicing the Leased Premises. Landlord shall be responsible for maintenance of parking lot, snow removal, and landscaping. Tenant shall be responsible for the cost of all repairs that shall be determined to be caused by Tenant or any of its clients or invitees.

All insurance coverages shall be provided by an insurance company which is licensed to conduct business in the State of Pennsylvania. Each insurance policy shall be provided by an insurance company with a minimum AM Best Company Rating of A-VIII. Liability insurance coverages shall be provided to extend coverage to the landlord on a primary and noncontributing basis. Landlord shall be covered as an additional insured on all liability coverages maintained by Tenant including all operations at or from the leased premises. All insurance policies shall contain a waiver of subrogation with respect to the coverages provided to Landlord thereunder. Landlord shall similarly request a waiver of subrogation from its property insurer to the extent of its recovery from its insurance company for any property loss that may occur at the leased premises. All policies of insurance will include language that the insurance company or agent for each coverage provided shall provide not less than 30 days advance written notice prior to cancellation or the imposition of any material change in the policy term or condition.

Terminate this Lease without any right on the part of the Tenant to save the forfeiture by payment of any sum due or by other performance of any condition, term, or covenant broken; whereupon, Landlord shall be entitled to recover damages for such breach in an amount of rent reserved for the balance of the term of this Lease or the residue of said term plus the amount of any prior rents then due and owing, less any amounts obtained by Landlord for subletting the leased premises. Landlord shall use its best efforts to relet the leased premises on reasonable commercial terms after an event of default.

Subject to sections 2(A) and 2(F) above, at the expiration of the tenancy hereby created, Tenant shall peaceably surrender the Leased Premises, including all alterations, additions, improvements, and repairs made thereto and shall remove all items installed by Tenant including: all interior partition walls, trade fixtures, trade equipment, signs, any power wiring or power panels; lighting or lighting fixtures; wall coverings; drapes, blinds or other window coverings; carpets or other floor coverings; or other similar building operating equipment, decorations and trade personal property (unless Landlord requests in writing that any or all of such items remain). The Leased Premises shall be left broom clean and in good condition and repair. Tenant shall remove all its property not required to be surrendered to Landlord before surrendering the Leased Premises as aforesaid and shall repair any damage to the Leased Premises caused thereby. Any personal property remaining in the Leased Premises at the expiration of the lease period shall be deemed abandoned by Tenant, and Landlord may claim the same and shall in no circumstances have any liability to Tenant therefore. The cost of removing such items, which are abandoned by Tenant, shall be charged to Tenant. Upon termination, Tenant shall also surrender all keys for the Leased Premises to Landlord and, if applicable, inform Landlord of any combinations of locks or safes in the Leased Premises. If the Leased Premises are not surrendered at the end of the term as hereinabove set out, Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Leased Premises, including without limitation claims made by the succeeding Tenant founded on such delay. Tenant's obligation to observe or perform this covenant shall survive the expiration or other termination of the Lease Term.

(4)Tenant shall keep the Leased Premises orderly, neat, clean and free from rubbish and trash at all times and shall not permit any refuse to accumulate around the exterior of the Leased Premises. Tenant shall not burn any trash, rubbish or garbage in or about the Leased Premises. Trash shall be stored in a sanitary and inoffensive manner inside the Leased Premises or in a trash dumpster located outside of the building in a location agreed to by Landlord and Tenant.

Landlord reserves the right from time to time to amend or supplement the foregoing rules and regulations and to adopt and promulgate reasonable additional rules and regulations applicable to the Leased Premises. Notice of such rules and regulations and amendments and supplements thereto, if any, shall be given to Tenant in writing. Tenant agrees to comply with all such rules and regulations, and Tenant shall be responsible for the observance of these rules and regulations by Tenant's employees, agents and invitees. The foregoing rules are solely for the benefit of Landlord, and Landlord shall have no obligation to enforce such rules for the benefit of Tenant. Landlord, at its option, may waive certain rules with respect to individual tenants. If Tenant violates any rule, Landlord may notify Tenant that Tenant is in default.

(b)If any such Tenant Default shall have occurred and be continuing beyond any applicable cure period, and if Landlord shall have terminated this Lease, Landlord may re-enter and take possession of the Leased Premises. In such event Tenant shall peacefully surrender the Leased Premises to Landlord.

(c)In the event of any such uncured Tenant Default and recovery of possession of the Leased Premises by Landlord, Landlord shall be entitled to recover all unpaid Rent for the periods prior to the date of such recovery of possession. Thereafter, and until the date when the Term would have expired, Landlord shall be entitled to recover the Rent from Tenant (and the actual costs and expenses of collecting such Rent, if any, including reasonable attorneys’ fees), less any amount received by Landlord from reletting the Leased Premises. Landlord agrees to use reasonable efforts to mitigate its damages by reletting the Leased Premises in the event of a Tenant Default. In addition, in the event of any uncured Tenant Default, Landlord shall be entitled to pursue all remedies available at law or in equity.

3.2Possession of Leased Premises. Notwithstanding the Term, the Tenant shall have occupancy of the Leased Premises from and after the Occupancy Date to the Commencement Date, during which period the Tenant shall pay all Rent, other than Minimum Rent, and shall observe and perform all the covenants and obligations of the Tenant herein.

5.5Signage. The Tenant shall, with the Landlord’s prior written approval, not to be unreasonably withheld, be permitted to install and exhibit sign(s) identifying the Tenant and the Tenant’s business activities on the Leased Premises. Subject to requirements of existing municipal by-laws, such sign(s) are to be installed and maintained at the Tenant’s own expense.

6.1Operation of Leased Premises. The Tenant shall assume full responsibility for the operation and maintenance of the Leased Premises and for the repair or replacement of all fixtures or chattels1ocated therein or thereon. The Landlord shall have no responsibility whatsoever, with respect to maintenance, repairs or replacement, except as provided in Section 6.2 herein, provided that if the Tenant fails to do so, the Landlord may at its sole option upon fourteen (14) days prior written notice and without any obligation to the Tenant elect to perform such maintenance, repairs or replacement as the Landlord may reasonably deem necessary or desirable. In so doing, the Landlord shall not be liable for any consequential damage, direct or indirect to any person or property, including, but without restricting the generality of tl1e foregoing, damages for a disruption of the business of the Tenant and damage to, or loss of, the goods, chattels and equipment and other property of the Tenant or shall any reduction or disruption of services be construed as a breach of the Landlord’s covenants or as an eviction of the Tenant, or release of the Tenant from any obligation under this Lease provided that the Tenant’s business is not unreasonably interfered with.

6.2Access by Landlord. The Tenant shall permit the Landlord to enter the Leased Premises at any time outside normal business hours in case of an emergency and otherwise during normal business hours where such will not unreasonably disturb or interfere with the Tenant’s use of the Leased Premises or operation of its business, to examine, inspect and show the Leased Premises for purposes of leasing, sale or financing, to provide services or make repairs, replacements, changes or alterations as provided for in this Lease and to take such steps as the Landlord may deem necessary for the safety, improvement or preservation of the Leased Premises. The Landlord shall, whenever possible, consult with or give reasonable notice to the Tenant prior to entry but no such entry shall constitute an eviction or a breach of the Landlord’s covenant for quiet enjoyment or entitle the Tenant to any abatement of Rent. The Tenant shall also permit the Landlord, its employees and agents, at any time during the six (6) months prior to the expiry or termination of this Lease to enter the Leased Premises for the purpose of showing it to any such persons as may be desirous of purchasing or leasing the Leased Premises.

(a)If as a result of such damage the Leased Premises are rendered partially unfit for occupancy by the Tenant, the Rent shall abate in the proportion that the part of the Leased Premises rendered unfit for occupancy by the Tenant is of the whole of the Leased Premises. If the Leased Premises are rendered wholly unfit for occupancy by the Tenant, the Rent shall be suspended until the Leased Premises have been rebuilt and repaired or restored.

(a) The Subtenant hereby acknowledges and agrees that notwithstanding any statute or rule of law to the contrary, the Sublandlord may exercise its right of distraint upon the Subtenant’s goods, chattels and/or trade fixtures, and that in exercising this right the Sublandlord may at any time of the day or night and on any day of the week enter the Subleased Premises, and if necessary, forcibly enter the Subleased Premises. (b) The Subtenant hereby acknowledges that the Government of Canada and the Province of British Columbia have priority to any amount obtained by the Sublandlord through its exercise of its right of distraint. Therefore, notwithstanding any privacy provision in any statute to the contrary including without limitation the Personal Information Protection Act (British Columbia), the Subtenant hereby specifically authorizes the appropriate governmental authority to release to the Sublandlord or to the Sublandlord’s solicitor upon the Sublandlord’s (or the Sublandlord’s solicitors’ written request, a statement indicating the amount of any remittance then due by the Subtenant to that authority, including but not limited to amounts payable on account of the Subtenant’s income tax, goods and services tax remittances [Part IX of the Excise Tax Act], source deduction remittances for employees and retail sales tax remittances. The Subtenant agrees that this authorization has been freely given by the Subtenant without threat or under duress and that this authorization shall be confirmed by the presentation to the applicable government authority of a copy of this paragraph 22.(b) along with the Sublandlord’s or the Sublandlord’s solicitor’s written statement that this is an exact duplicate of paragraph 22.(b) of the Sublease then in effect with the Subtenant. The Subtenant agrees that the Sublandlord may include in its distress warrant, an amount equal to that required to satisfy all governmental remittances of the Subtenant then due.

Common Areas: Landlord will maintain any common areas in the Property in a manner as Landlord determines to be in the best interest of the Property. Landlord will maintain any elevator and signs in the common area. Landlord may change the size, dimension, and location of any common areas, provided that such change does not materially impair Tenant's use and access to the leased premises. Tenant has the non-exclusive license to use the common areas in compliance with Landlord's rules and regulations. Tenant may not solicit any business in the common areas or interfere with any other person's right to use the common areas. This paragraph does not apply if Paragraph 2A(2) applies.

Tenant must immediately notify Landlord of any casualty loss in the leased premises. Within 20 days after receipt of Tenant's notice of a casualty loss, Landlord will notify Tenant if the leased premises are less than or more than 50% unusable, on a per square foot basis, and if Landlord can substantially restore the leased premises within 120 days after Tenant notifies Landlord of the casualty loss.

8.DISPLAYS. Tenant may not display or sell merchandise or allow grocery carts or other similar devices within the control of Tenant to be stored or to remain outside the exterior walls and permanent doorways of the Leased Premises. Tenant further agrees not to install any exterior lighting, amplifiers, or similar devices or use in or about the Leased Premises, such as flashing lights, searchlights, loud speakers, phonographs, or radio broadcasts.

10.UTILITIES. Tenant must apply for, arrange for and pay or cause to be paid and must be solely responsible for all charges for utility services, other than such services as may be rendered or supplied upon or in connection with the Leased Premises by Landlord. Tenant must indemnify Landlord and save Landlord harmless against any liability or charges on account of utilities furnished to the Leased Premises. If any utility charges are not paid by Tenant when due, Landlord may pay them and any amount paid by Landlord must be paid by Tenant as an additional charge for the month next following the date of payment by Landlord.

13.CONDITION OF LEASED PREMISES. Tenant will accept the Leased Premises in rent-ready condition in accordance with the specifications attached hereto as Exhibit C. The condition of the Leased Premises will be deemed acceptable to Tenant unless Tenant gives notice of deficiency in writing to Landlord within thirty (30)days after commencement. Landlord makes no warranties as to the suitability of the Leased Premises for any proposed use or business endeavor. Tenant has independently determined that the Leased Premises are suitable for its use or business, and Tenant has not relied on any representations of Landlord as to the suitability of the Leased Premises for Tenant’s proposed use and hereby waives any and all claims related thereto. At the termination of this Lease, Tenant must surrender the Leased Premises in the same condition except for ordinary wear and tear.

15.LIABILITY, PROPERTY AND CASUALTY INSURANCE. At its expense, Tenant must obtain and maintain in force during the term of this Lease a policy of general liability insurance insuring Tenant and Landlord against any liability to those who may be injured on the Leased Premises. Total insurance coverage must be at least Two Million ($2,000,000.00) dollars and coverage for each incident must be at least One Million ($1,000,000.00) dollars. In addition, Tenant must hold Landlord harmless from any liability to those who may be injured or suffer damage on the Leased Premises. Tenant must also obtain and maintain an all risk property of a minimum amount equal to replacement value of all Tenant’s property on the premises.

24.SURRENDER OF PREMISES. Tenant agrees, at the termination of this lease, whether by limitation, forfeiture, or otherwise, to quit, surrender and deliver to Landlord possession of the Leased Premises free from any liens thereon, in good condition and repair, ordinary wear and tear alone excepted. Landlord agrees to work out with Tenant a reasonable time period after surrender in which Tenant may remove any fixtures (if agreed upon in writing by the parties) and stock in trade located on the Leased Premises. If Tenant shall default in surrendering the Leased Premises, Tenant’s occupancy subsequent to such expiration, whether or not with the consent or acquiescence of Landlord, shall be deemed to be that of a tenancy at will and in no event from month to month or from year to year, and such occupancy shall be subject to all the terms covenants and conditions of this lease applicable thereto, and no extension or renewal of this lease shall be deemed to have occurred by such holding over.

Landlord shall promptly deliver to Tenant, upon receipt, all real estate tax bills for the Leased Premises. Tenant shall pay such tax bills directly to the taxing authority. Tenant shall have the right during the term of this Lease, at Tenant’s expense, to contest and appeal the amount of any real estate tax assessed against the Leased Premises. Landlord shall reasonably cooperate with Tenant in such contesting and appeal efforts. Landlord shall be responsible for any rollback taxes for periods prior to the lease commencement date.

The Building (and any building in replacement of the Building constructed in the future) shall be a complete independent building erected wholly within the boundary lines of the Leased Premises. Upon written request of Landlord, Tenant will furnish Landlord with a survey of the Leased Premises, prepared by a licensed surveyor, showing the location of the Building in relation to the perimeter of the Leased Premises.

Tenant shall at all times during the term of this Lease and any Lease renewals maintain “all risk” insurance on the Leased Premises and Building insuring against all risks of physical loss or damage to property in the amount of one hundred percent (100%)of the full replacement cost of the improvements located on the Leased Premises. A certificate of such insurance shall be provided to Landlord within thirty (30)days after the Date of Occupancy and thereafter upon written request. Such policy shall state that it may not be canceled prior to giving Landlord and mortgagee, if any exists and is actually known to the Tenant and Tenant’s insurer, at least ten (10)days prior written notice in the event of non-payment of premium, and thirty (30)days prior written notice in all other instances.

Tenant may install in the Leased Premises such fixtures and equipment as Tenant deems desirable and all of said items shall remain Tenant’s property whether or not affixed to the Leased Premises. Tenant, at its option, may remove said items from the Leased Premises at any time, but shall repair any damage caused by removal.

Terminate this Lease, it being understood it is critical to the Tenant to retain access to and use of the Leased Premises. Accordingly, the Tenant shall have the right to terminate this Lease without further obligation to the Landlord if any material part of the Leased Premises (including access, parking spaces, part of the building, or any combination thereof) is lost due to one or more condemnations or exercises of eminent domain. If the Tenant sends or delivers written notice of termination, then all rent and other charges shall immediately abate (subject to any prorations due for taxes) and the Tenant shall have ninety (90)days to remove itself from the Leased Premises.

Tenant acknowledges that it has been made aware of an easement and restriction agreement which affects the leased premises. A copy of said agreement has been furnished to Tenant, said agreement being of record in Record Book 413, page 2927, in the Register’s Office of Rutherford County, Tennessee. Said agreement specifically provides for a cross easement for ingress and egress across the premises leased as well as the maintenance of same. Tenant acknowledges that its lease is subject to this agreement. Among other provisions, said easement and restriction agreement provides for cross easements for ingress and egress across the premises leased, provisions for the maintenance of same, and uniform development and maintenance of same. In addition to other agreements, said easement and restriction agreement imposes the following use restriction on the premises leased: No portion of Parcel A which includes the premises leased shall be used as a drugstore or for the sale of prescription drugs without the prior consent of Eckerd, in its sole discretion. This use restriction shall be a covenant running with the land for the benefit of the Eckerd Parcel and shall burden Parcel A pursuant to the terms and conditions hereof. No part of Parcel A which includes the premises leased may be used, assigned, or sublet for the following uses: nude or semi-nude dancing; “adult” or “X-rated” book or movie store (except that this provision shall not prohibit the sale or rent of “adult” or “X-rated” video tapes or DVDS as part of the business of a video store offering a substantial selection of other types of video tapes as a majority of is selection); for the display or sale of pornographic materials; adult movie theater; so-called “head shops” selling or displaying drug paraphernalia; massage parlor; or flea market.

1. DEMISE OF LEASED PREMISES. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, Unit 110B of the building (the “Building”) located at 33 Music Square West, Nashville, TN 37203 (the “Leased Premises”), under the terms and conditions herein, together with a non-exclusive right, in common with others, to use the following (collectively, the “Common Areas”): the areas of the Building and the underlying land and improvements thereto that are designed for use in common by all tenants of the Building and their respective employees, agents, customers, invitees and others.

During the Lease term, Tenant shall make, at Tenant's expense, all necessary repairs to the Leased Premises. Repairs shall include such items as routine repairs of floors, walls, ceilings, and other parts of the Leased Premises damaged or worn through normal occupancy, except for major mechanical systems or the roof, subject to the obligations of the parties otherwise set forth in this Lease.

Landlord shall pay, prior to delinquency, all general real estate taxes and installments of special assessments coming due during the Lease term on the Leased Premises, and all personal property taxes with respect to Landlord's personal property, if any, on the Leased Premises. Tenant shall be responsible for paying all personal property taxes with respect to Tenant's personal property at the Leased Premises.

1. Party B shall pay Party A or the third-party property management company the water and electricity costs, real estate and land use tax and other direct expenses for the use of facilities in the leased premises. (Unit prices of water and electricity costs: RMB 8/ton and RMB 1.5/kilowatt-hour respectively) 2. Party B shall solely bear all of other expenses incurred by conduct of business activities in the leased premises (including the costs incurred by Party B due to its own application for installation of telephone, broadband, cable TV, etc.) 3. During the lease term, Party B shall be liable for maintenance fees of the damage to the quality of the leased premises or their internal and external facilities, including internal and external waterproof, doors, windows, water and electricity of the leased premises.

1. After the Lessor delivers the leased premises to the Lessee, the Lessee shall solely be responsible for decorating and repairing the leased premises within the use period. If the Lessee cease to use the leased premises, the Lessee shall not damage the fixed decoration facilities and structure of the leased premises. 2. If the Lessee needs to change the original appearance or main structure of the leased premises in the process of decoration, it shall make an application with Party A, and may begin the construction only after obtaining the consent of Party A and the leaders of the relevant department, and file such change with the relevant department for record. Such decoration must be conducted by the qualified construction unit. Any and all problems occurring during and after the construction shall have nothing to do with Party A. If the construction is conducted without consent, Party A shall be entitled to early terminate this Contract and claim for losses. All consequences caused thereby shall be negotiated by both Parties or submitted to the relevant legal department, and Party B will be investigated for legal liability for its unauthorized construction.

1. Party A shall be entitled to charge Party B the rent and other expenses or liquidated damages. 2. Party A shall be entitled to supervise Party B to correctly use the leased premises, and ensure that Party B will normally use the facilities inside and outside the leased premises at the time of access thereto. 3. Party A will not bear the operational risks and liabilities incurred by Party B. 4. Party A shall be entitled to early terminate this Contract and make a claim if Party B: renovates, subleases, transfers or lends the leased premises without authorization; uses the leased premises to conduct the illegal operation and activities, which damages the public interests or Party A’s interests; and is in default of payment of the rent. If Party B subleases the partial premises within the lease period, it shall obtain the consent of Party A. 5. Party A will separately sign fire safety agreement with Party B as an Appendix attached to this Contract, shall be entitled to supervise Party B to safely use the leased premises, and to require Party B to make corrections when finding that Party B has any potential safety hazard. 6. When Party B undergoes the formalities for industry, commerce and taxation, Party A shall provide Party B with the relevant certificate of the leased premises. 7. If Party B uses water and electricity as agreed, Party A shall ensure that the leased shop normally uses water and electricity.

1. Party B shall use the leased premises to conduct normal activities pursuant to the use thereof and not be intervened by Party A, provided that Party B shall not changes such use without authorization. 2. Party B shall ensure the fire safety, and solely be liable for personal and property damage caused by the use or decoration of the leased premises by Party B. 3. Party B shall pay the rent and other expenses of the leased premises. 4. Party B shall not dismantle or change the structure of the leased premises, nor engage in any illegal activities in the leased premises.

1. Party B shall ensure that it will pay the rent, water and electricity expenses and other taxes on production and operation during the Lease Term. 2. During the Lease Term, Party B shall comply with the national laws and regulations and property management regulations of the industrial park, obey the leadership of the local party and government, accept the inspections by the health and firefighting departments and the security management, and may not use the Leased Premises to engage in illegal activities. 3. Party B shall operate the encouraged development industry as set forth in the Catalogue of Shenzhen Industrial Structure Adjustment and Optimization and Industrial Guidance (2013) within the scope of the Leased Premises, and the items operated by Party B shall obtain the approval from the relevant departments if the approval is so required. 4. Party B shall, at its own costs, legally and solely undergo the business license, operating permit, health and environment protection license and other certificates during the period of operation in the Leased Premises. 5. Party B shall not overload the use of the leased workshop, and shall solely bear all liabilities and losses arising therefrom. 6. Party B shall use the elevators reasonably, be responsible for repair, maintenance and annual review of the elevators at its own costs, and solely bear all liabilities for any accidents in the use of the elevators or as a result of overdue annual review.

3. Party B shall give its cooperation when Party A performs safety management duties to inspect the Leased Premises. If it is found that Party B has any hidden dangers in safety production upon inspection, Party A shall be entitled to require Party B to make rectification by giving a written notice. 4. If Party B adds the special equipment, it shall obtain the prior written consent of Party A and undergo the approval formalities with the relevant governmental authority according to applicable regulations. Party B shall strengthen the management of dangerous goods to prevent the safety accidents due to the poor management. 5. During the Lease Term, Party B must comply with the Safety Production Law of the People’s Republic of China and other laws and regulations, strictly perform the obligations of safety production, establish and improve safety production rules and regulations, supervise and inspect the safety production work to timely eliminate any hidden dangers of safety production accidents; Party B shall solely bear all of the civil, criminal and administrative responsibilities arising from the safety production accidents occurring during the Lease Term, and shall indemnify Party A against all losses or legal liability caused to Party A arising therefrom. 6. Party B shall maintain good sanitary conditions and do its best to prevent fire, equip the Leased Premises with sufficient firefighting facilities, leave the firefighting passages vacating and strictly comply with the provisions of the fire department in order to prevent fire. Party B shall, at its own costs, maintain and repair the firefighting facilities. 7. Party B shall solely be liable for the punishment by the relevant department due to the fire protection problems or losses caused to Party B and any third person, and shall compensate for the losses caused by the fire protection problems to Party A.

1. Within ten days after the expiration of the term, early cancellation or termination hereof, Party B shall clean and vacate the Leased Premises, and return the same to Party A. If Party B does not clean up the sundries in returning the Leased Premises, it shall bear the expenses incurred by Party A in doing so. 2. When the Leased Premises are returned, both Parties shall respectively designate their own personnel to be responsible for the return, and shall undergo the written handover formalities at the time of return, or else Party B shall be not deemed to have handed over the Leased Premises. 3. If Party B fails to return the Leased Premises on time, it needs to pay Party A the occupation fees per month in an amount of two times monthly rent. 4. The main structure and supporting facilities of the Leased Premises shall not be damaged at the time of return, or else Party B shall bear all restoration fees, and Party A shall be entitled to directly deduct such restoration fees from the lease deposit and recover the shortage from Party B. 5. When returning the Leased Premises, Party B shall keep the Leased Premises and their facilities and equipment in good condition, not leave any particulars or affect the normal use of the Leased Premises. Party A shall be entitled to dispose of any particulars that are left without the consent of Party A. 6. After the expiration, early cancellation or termination hereof, Party B’s all decoration, ornament, additions, expansions and renovations (including, without limitation, elevators, water and power facilities and fixing buildings) during the Lease Term shall belong to Party A without payment. Party A shall not make any economic compensation therefor, and Party B shall not dismantle them without authorization. 7. Except as set forth in this Article 13.6, the movable facilities and equipment purchased by Party B during the Lease Term shall belong to Party B and not need to return.

4. Party B shall not dismantle or change the structure of the leased premises, nor engage in any illegal activities in the leased premises. 5. If either Party is unable to normally operate in the course of business due to the other party’s causes, then the responsible party shall be liable for all losses caused thereby.

(b)Tenant shall be responsible to pay all utility service charges for the leased premises, including utilities paid by Landlord. Landlord will invoice the tenant on a quarterly basis for the usage of water and sewer and waste management based on the occupied square footage. Electric is separately metered and supplied to the Leased Premises. Tenant is responsible to transfer the electric, Florida Power & Light account, to its name in the beginning of the Lease. Tenant shall also be responsible to pay for any security or pest control services which are contracted for by Tenant.

(a)Landlord, at its expense, shall carry with companies rated no less than “A” by Best or a comparable insurance rating service the following insurance: (i) all risk property insurance, including but not limited to, windstorm, vandalism and malicious mischief, but excluding flood, on the Building for the full replacement value thereof with Tenant as a named insured as its interest may appear with respect to the Leased Premises, and (ii) public liability insurance having limits of at least $1,000,000.00 combined single limit with Tenant as an additional insured at its interest may appear with respect to the Leased Premises. Tenant agrees pay its proportionate share of any increases in insurance costs over base year 2018. A copy of such policy or certificate thereof shall be supplied to Tenant upon request. Should the cost of such insurance increase solely caused by or resulting from Tenant’s particular business activity or alterations made by Tenant upon the Leased Premises, Tenant shall reimburse Landlord the reasonable costs of such increase.

(b)Tenant shall pay claims normally found in Comprehensive General Liability ("CGL") policies proven to be caused by or arising from Tenant's use or occupancy of the Leased Premises up to one (1) million and no/100 dollars ($1,000,000.00) in so far and only in so far as any such claims made hereunder are not based upon, arise out of, or result from the acts, omissions, or negligence of Landlord. Tenant shall, in addition, insure its personal property upon the Leased Premises. In the event this Lease is assigned or the Leased Premises is sublet, Landlord requires such subtenant or assignee to obtain insurance from an insurance carrier reasonably acceptable to Landlord at coverage levels provided for herein.

2.1 DEMISE OF LEASED PREMISES: Landlord hereby leases to Tenant and Tenant hereby leases from Landlord for Tenant’s own use in the conduct of Tenant’s business and not for purposes of speculating in real estate, for the Lease Term and upon the terms and subject to the conditions of this Lease, that certain interior space described in Article I as the Leased Premises, reserving and excepting to Landlord the exclusive right to all profits to be derived from any assignments or sublettings by Tenant during the Lease Term by reason of the appreciation in the fair market rental value of the Leased Premises. Tenant’s lease of the Leased Premises, together with the appurtenant right to use the Outside Areas as described in Article 2.2 below, shall be conditioned upon and be subject to the continuing compliance by Tenant with (i)all the terms and conditions of this Lease, (ii)all Laws governing the use of the Leased Premises and the Property, (iii)all Private Restrictions, easements and other matters now of public record respecting the use of the Leased Premises and the Property, and (iv)all reasonable rules and regulations from time to time established by Landlord.

2.5 ACCEPTANCE OF POSSESSION: Tenant acknowledges that it has inspected the Leased Premises and is willing to accept them in their existing condition, broom clean, unless Landlord shall have agreed, as a condition to Tenant’s obligation to accept possession of the Leased Premises pursuant to a written Exhibit or Addenda attached to and made a part of the Lease, to modify existing interior improvements or to make, construct and/or install specified improvements within the Leased Premises, in which case Tenant agrees to accept possession of the Leased Premises when Landlord has substantially completed such modifications or improvements and the Leased Premises are Ready for Occupancy. If Landlord shall have so modified existing improvements or constructed additional improvements within the Leased Premises for Tenant, Tenant shall, within Tenant’s Punchlist Period (as set forth in Article I) which shall commence on the date that Landlord notifies Tenant that the agreed improvements have been completed and the Leased Premises are Ready for Occupancy, submit to Landlord a signed copy of the Acceptance Agreement attached hereto as Exhibit “D” together with a punchlist of all incomplete and/or improper work performed by Landlord. Upon the expiration of Tenant’s Punchlist Period, Tenant shall be conclusively deemed to have accepted the Leased Premises in their then-existing condition as so delivered by Landlord to Tenant, except as to those items reasonably set forth in the punchlist submitted to Landlord prior to the expiration of said period. Landlord agrees to correct all items reasonably set forth in Tenant’s punchlist, provided that such punchlist was submitted to Landlord within Tenant’s Punchlist Period. Additionally, Landlord agrees to place in good working order all existing plumbing, lighting, heating, ventilating and air conditioning systems within the Leased Premises and all man doors and roll-up truck doors serving the Leased Premises to the extent that such systems and/or items are not in good operating condition as of the date Tenant accepts possession of the Leased Premises; provided that, and only if, Tenant notifies Landlord in writing of such failures or deficiencies within five business days from the date Tenant so accepts possession of the Leased Premises. Landlord will not be responsible for any low voltage wiring (below 110 volt) including telephone, data, and alarm systems in the Building.

4.2 GENERAL LIMITATIONS ON USE: Tenant shall keep the Premises and the Property in a neat and clean, attractive, and orderly condition and shall not do or permit anything to be done in or about the Leased Premises, the Building, the Outside Areas or the Property which does or could (i)jeopardize the structural integrity of the Building or (ii)cause damage to any part of the Leased Premises, the Building, the Outside Areas or the Property. Tenant shall not operate any equipment within the Leased Premises which does or could (i)injure, vibrate or shake the Leased Premises or the Building, (ii)damage, overload, corrode, or impair the efficient operation of any electrical, plumbing, sewer, heating, ventilating or air conditioning systems within or servicing the Leased Premises or the Building or (iii)damage or impair the efficient operation of the sprinkler system (if any) within or servicing the Leased Premises or the Building. Tenant shall not install any equipment or antennas on or make any penetrations of the exterior walls or roof of the Building without prior written consent of Landlord, such consent not to be unreasonably withheld. Tenant shall not affix any equipment to or make any penetrations or cuts in the floor, ceiling or walls of the Leased Premises without prior written consent of Landlord, such consent not to be unreasonably withheld. Tenant shall not place any loads upon the floors, walls, ceiling or roof systems which could endanger the structural integrity of the Building or damage its floors, foundations or supporting structural components. Tenant shall not place any explosive, flammable or harmful fluids or other waste materials including Hazardous Materials in the drainage systems of the Leased Premises, the Building, the Outside Areas or the Property. Tenant shall not drain or discharge any fluids in the landscaped areas or across the paved areas of the Property. Tenant shall not use any of the Outside Areas for the storage of its materials, supplies, inventory or equipment, and all such materials, supplies, inventory or equipment shall at all times be stored within the Leased Premises. Tenant shall not commit nor permit to be committed any waste in or about the Leased Premises, the Building, the Outside Areas or the Property.

5.2 UTILITIES: Tenant shall arrange, at its sole cost and expense and in its own name, for the supply of gas and electricity to the Leased Premises. In the event that such services are not separately metered, Tenant shall, at its sole expense, cause such meters to be installed. Landlord shall maintain the water meter(s) in its own name; provided, however, that if at any time during the Lease Term Landlord shall require Tenant to put the water service in Tenant’s name, Tenant shall do so at Tenant’s sole cost. Tenant shall be responsible for determining if the local supplier of water, gas and electricity can supply the needs of Tenant and whether or not the existing water, gas and electrical distribution systems within the Building and the Leased Premises are adequate for Tenant’s needs. Tenant shall be responsible for determining if the existing sanitary and storm sewer systems now servicing the Leased Premises and the Property are adequate for Tenant’s needs. Tenant shall pay all charges for water, gas, electricity, and storm and sanitary sewer services as so supplied to the Leased Premises, irrespective of whether or not the services are maintained in Landlord’s or Tenant’s name.

8/21/14 -13- Landlord Initials W Tenant Initials NH Tenant’s making of any modifications, alterations or improvements to or within the Leased Premises. Except as provided for in the preceding sentence, if Landlord shall, at any time during the Lease Term, (i)be required by any governmental authority to make any modifications, alterations or improvements to the Building or the Project, (ii)modify the existing (or construct additional) capital improvements or provide building service equipment for the purpose of reducing the consumption of utility services or project maintenance costs for the property, the cost incurred by Landlord in making such modifications, alterations or improvements shall be considered a Property Maintenance Cost.

(1) Commercial General Liability insurance insuring Tenant against liability for bodily injury, death, property damage and personal injury occurring at the Leased Premises, or resulting from Tenant’s use or occupancy of the Leased Premises or the Building, Outside Areas, Property, or Common Areas or resulting from Tenant’s activities in or about the Leased Premises. Such insurance shall be on an occurrence basis with a combined single limit of liability of not less than the amount of Tenant’s Required Liability Coverage (as set forth in Article 1). The policy or policies shall be endorsed to name Landlord and such others as are designated by Landlord as additional insureds in the form equivalent to CG20111185 or successor and shall contain the following additional endorsement: “The insurance afforded to the additional insureds is primary insurance. If the additional insureds have other insurance which is applicable to the loss on a contributing, excess or contingent basis, the amount of this insurance company’s liability under this policy shall not be reduced by the existence of such other insurance. Any insurance carried by the additional insureds shall be excess and non contributing with the insurance provided by the tenant.” The policy shall not be canceled or reduced without at least 30 days written notice to additional insureds. If the policy insures more than one location, it shall be endorsed to show that the limits and aggregate apply per location using endorsement CG25041185 or successor. Tenant’s policy shall also contain the severability of interest and cross-liability endorsement or clauses.

8/21/14 -31- Landlord Initials W Tenant Initials NH on the Then Monthly Market Rental Rate for the Leased Premises within ten (10)days after the selection or appointment of the third appraiser, the two appraisal amounts being calculated most closely together, after having discarded the appraisal amount which most greatly varies from the other two appraisal amounts, shall be added together then divided by two (2). The resulting rental amount shall be defined as the Then Monthly Market Rental Rate for the Leased Premises. In no event, however, shall the resulting Then Monthly Market Rental Rate for the Renewal Term be less than the Base Monthly Rent paid during the final full month of the initial Lease Term (or the first Renewal Term as appropriate).

Section25. LIABILITY OF LANDLORD. If Landlord fails to perform any of its obligations under this Lease, and, as a consequence of this default, Tenant recovers a money judgment against Landlord, that judgment may be satisfied only out of the proceeds of sale received upon execution of the judgment against the right, title and interest of Landlord in the Leased Premises, and neither Landlord nor any of the partners, shareholders, officers, directors or employees of Landlord shall be liable for any deficiency. In no event shall Tenant have the right to levy its execution against any property of Landlord other than its interest in the Leased Premises. In the event of the sale or other transfer of Landlord’s interest in the Leased Premises, Landlord shall be released from all liability and obligations subsequently arising under this Lease.

28.1 Tenant and Tenant’s agents, contractors, employees or invitees (collectively, “Tenant’s representatives” ) shall not store or use Hazardous Materials at or on the Leased Premises, except for materials incidental to the Permitted Use, provided such use shall at all times be in compliance with Environmental Laws. Tenant shall be solely responsible for the operation and maintenance of the Leased Premises in compliance with Environmental Laws, which compliance shall include, but not be limited to, the possession by Tenant of all permits, licenses, and approvals required under Environmental Laws for Tenant’s possession and use of the Leased Premises. Tenant shall provide prompt notice to Landlord whenever Tenant has knowledge that the Leased Premises are in violation or alleged violation of Environmental Laws or a Release of Hazardous Materials has occurred at the Leased Premises.

28.3 Within ninety (90)days after the Lease commencement date, Landlord may in its sole discretion, at its cost and expense, retain a qualified environmental consultant (acceptable to Tenant in Tenant’s reasonable discretion) to assess the environmental condition of the Leased Premises. If such assessment is conducted, Landlord shall promptly deliver a copy of the environmental consultant’s assessment report (the “Baseline Report” ) to Tenant. Prior to or within thirty (30)days after the earlier of (i)Tenant’s surrender of the Leased Premises to Landlord or (ii)the expiration of the Term, Landlord may in its sole discretion, at its cost and expense, retain a qualified environmental consultant (acceptable to Tenant in Tenant’s reasonable discretion) to assess the environmental condition of the Leased Premises. If such assessment is conducted, Landlord shall promptly deliver a copy of the environmental consultant’s assessment report (the “Final Report” ) to Tenant. Tenant shall promptly commence and diligently pursue to completion Corrective Actions to address conditions identified in the Final Report for which Tenant is responsible hereunder. Corrective Actions for conditions at the Leased Premises identified in the Final Report but not the Baseline Report shall be presumed to be Tenant’s responsibility.

A. Landlord may keep this Lease in effect and enforce by an action at law or in equity all of its rights and remedies under this Lease, including (i) the right to recover the rent and other sums as they become due by appropriate legal action, (ii) the remedies of injunctive relief and special performance to compel Tenant to perform its obligations under this Lease, and (iii) the right to cause a receiver to be appointed to administer and manage the Leased Premises. It is expressly agreed that the remedies herein include the remedies provided in Civil Code Section 1951.4 or any successor statute, such that Landlord may continue this Lease in effect after Tenant's breach and abandonment and recover rent as it becomes due, so long as this Lease provides that Tenant may sublet or assign its rights hereunder subject only to reasonable limitations.

15.2 Holding Over: This Lease shall terminate without further notice at the expiration of the Lease Term. Any holding over by Tenant after expiration of the Lease Term without Landlord's written consent shall not constitute a renewal or extension of the Lease or give Tenant any rights in or to the Leased Premises. Any holding over after such expiration with the consent of Landlord shall be construed to be a tenancy from month to month on the same terms and conditions herein specified except as expressly agreed to the contrary by Landlord and Tenant in writing. In any event, with respect to any holding over after such expiration, with or without Landlord’s consent, the Base Month Rent shall be increased to an amount equal to two hundred percent (200%) of the Base Monthly Rent last in effect unless otherwise expressly agreed in writing between Landlord and Tenant.

11.Tenant shall not be permitted to conduct any work activity outside the Leased Premises. Tenant shall not work on motor vehicles on or in the Leased Premises.

Lessee agrees that it will make full and prompt payment of all sums necessary to pay for the cost of repairs, alterations, improvements, changes or other work done by lessee to the Leased Premises and further agrees to indemnify and hold harmless Lessor from and against any and all mechanic’s material or laborer’s liens arising out of or from such work or the cost therefore which may be asserted, claimed or charged against the Leased Premises. Notwithstanding anything to the contrary contained in this Lease. IT IS AGREED THAT LESSOR’S INTEREST IN THE LEASED PREMISES SHALL NOT BE SUBJECT TO ANY LIENS UNDER CHAPTER 713, FLORIDA STATUTES AND NOTICE IS HEREBY GIVEN THAT LESSOR SHALL NOT BE LIABLE FOR ANY LABOR SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING THE LEASED PREMISES OR ANY PART THEREOF THROUGH OR UNDER LESSEE, AND THAT NO MECHANIC’S OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFCT THE INTEREST OF LESSOR IN AND TO THE LEASED PREMISES. All persons dealing with Lessee are hereupon placed upon notice of the foregoing prohibition provision.

2. Leased Premises. Approximately 37,520 square feet of rentable space, located on approximately seven (7) acres of land (the “Property”), which shall include all buildings (the main building, building #4 and the garage, but shall exclude Lessor’s remediation system in building #4), driveways for access and egress, and parking areas located at 111 South Worcester Street, Norton, Massachusetts (the “Leased Premises”).

8. Use of Leased Premises. The Lessee may use the Leased Premises for any lawful business purpose.

3.1 Amendment of Section 2, Leased Premises. Section 2 of the Lease is hereby amended to provide that the rentable square feet of the Leased Premises shall be increased by 572 rentable square feet, bringing the rentable square feet of the Leased Premises to 38,092 square feet, and reflecting the addition to the Leased Premises of certain space located in building #4, which additional space is more specifically set forth on Third Amendment Schedule A attached hereto and incorporated herein by reference (the “Expansion Space”). Tenant may occupy the Expansion Space for its business purposes as soon as Landlord has made such space ready for Tenant by the decontamination, de-energizing, and disconnecting of certain environmental remediation equipment located within the Expansion Space. Once Landlord has performed the aforesaid work and the equipment is made ready for dismantling by Tenant, Tenant shall remove such equipment from the Expansion Space and properly dispose of such equipment, at Tenant’s sole cost and expense. Tenant shall also repair at its expense the two large circular holes in the roof left by the stripping towers. Tenant shall coordinate the aforesaid removal and repairs in consultation with Landlord’s environmental consultant, SAGE Environmental. Despite Tenant’s use of the Expansion Space for its business purposes following Tenant’s removal of such equipment, Tenant shall not be required to pay rental for the Expansion Space until the first day of the month in which the “ Rent Credit Payment Commencement Date” occurs, as defined in Section 3.4 and as more specifically provided in Section 3.4 hereof.

1.Parties. GIFFORD INVESTMENTS, INC., a Massachusetts corporation, having an address at 111 South Worcester Street, Norton, Massachusetts 02712 (the "Lessor") does hereby lease to CERAMICS PROCESS SYSTEMS CORPORATION, a Delaware corporation, having an address at 111 South Worcester Street, Norton, Massachusetts 02712 (the "Lessee"), and Lessee hereby leases the premises described in Section 2. 2.Leased Premises. Approximately 37,520 square feet ofrentable space, located on approximately seven (7) acres of land (the "Property"), which shall include all buildings (the main building, building #4 and the garage, but shall exclude Lessor's remediation system in building #4), driveways for access and egress, and parking areas located at 111 South Worcester Street, Norton, Massachusetts (the "Leased Premises").

4.2.5 It acknowledges that the Landlord shall be entitled to limit and/or prevent completely the operation of a business or businesses for certain purposes in the Project, in the Commercial Center, in Building F and in the Building and/or grant exclusivity to a certain business or businesses from time to time, and it is aware that the Landlord shall be entitled to operate in the Commercial Center, in Building F and in the Building a number of businesses of the same type and for the same purpose, at the sole discretion of the Landlord and without any limitations, and provided that the nature of the Building as an office building will not be affected thereby and that the commercial use will not affect the reasonable use of the Tenant in the Leased Premises. Subject to the aforesaid provisions, the Tenant shall be estopped from arguing and it hereby waives irrevocably any claim and/or demand and/or suit against the Landlord for the purpose of this matter.

It is clarified that the Tenant undertakes to deliver written notice to the municipality and to the other entities and/or the proper authorities regarding the delivery and the receipt of possession in the Leased Premises, as of the first date in which the Leased Premises was delivered to the Tenant and cause its registration in the municipality records as a possessor in the Leased Premises. In addition, the Tenant undertakes to act for the purpose transferring the name of the possessor, the debtor and the recipient in respect of the water and/or electricity and/or municipal taxes and/or gas bills (if required) to the Tenant’s name and the Tenant undertakes to return the name of the payer in all the said bills to the name of the Landlord and/or anyone acting on its behalf (and in accordance with the instructions of the Landlord) upon expiration of the Term of Lease, and all in cooperation with the Landlord, to the extent required.

11.2.1. The parties agree that the Tenant undertakes, at its expense, to hire the services of the safety advisor of the Building only (S. Netanel) for the purpose of preparing a safety plan and obtaining the approval of the National Fire and Rescue Authority for the Leased Premises. In addition, the Tenant undertakes to obtain the approval of the advisors of the Building for the purpose of “approving and inspecting the Tenant’s drawings” prior to the commencement of the works, the Tenant shall be responsible and shall incur all expenses for the inspection of the drawings vis-à-vis the relevant advisors (electricity, air-conditioning, plumbing).

11.8.4. The Tenant declares that it does not object and that it agrees that the Landlord and/or any other third-party will attach signs to the façades of the Building and/or on the roof of the Building with the Landlord’s approval and on the condition that this will not cause a disturbance to the Leased Premises. In addition, the Landlord shall be entitled to connect a sign to the walls of the Building that includes the Landlord’s name, a logo and the trademark and other particulars relating to the Landlord.

(2) The Tenant shall be entitled to use the Common Property solely according to the purposes and/or the objects and/or the intended uses of the Leased Premises. The Landlord shall be entitled, from time to time and at its sole discretion, to permit to any third-party to use any part of the Common Property for the purposes set out by the Landlord, and provided that the use of the Tenant in the Common Property according to the purpose for which these areas are designated will not be impaired thereby.

Leased Premises, if required for the purpose of obtaining the said licenses and permits. The Landlord shall not be held liable in any manner or form for obtaining the permits and/or the approvals that are required for the purpose of obtaining a business license for the Leased Premises. The Landlord will agree, to the extent that this is required from the Landlord in accordance with the provisions set forth in any law as the owner and the landlord of the Leased Premises and in accordance with the provisions set forth in any law, to submit an application for a business license and will sign any customary and reasonable form that is required for the purpose of this matter, and provided that this shall not impose on the Landlord any financial or other liability. For the avoidance of doubt, to the extent that the Tenant fails to obtain any business license for its business in the Leased Premises in consequence of an act or omission of the Tenant and/or in consequence of the non-conformance of the Tenant’s business and/or the use that the Tenant wishes to make in the Leased Premises to the provisions set forth in the UBP and the provisions set forth in any law applicable to the Leased Premises, this shall not derogate from any of the undertakings of the Tenant in accordance with this Agreement, including the payment of the Rent and the maintenance fees.

16.12. As a condition for the operation of the Leased Premises according to the Purpose of Lease by the Tenant, the Tenant shall conduct at its expense an inspection of the working order of the Fire Protection and the Fire Detection Systems in the Leased Premises only, within their meaning in Section16.10, and will provide to the Landlord the written approval of the National Fire and Rescue Authority and the Standards Institution of Israel regarding the working order of the Fire Protection and the Fire Detection systems in the Leased Premises and all other safety issues as required by them as a condition for the occupancy of the Leased Premises. The Tenant will take measures at its expense to obtain all necessary approvals from the National Fire and Rescue Authority and/or the Standards Institution of Israel and/or any other authority whose approval is required in accordance with the law regarding the working order of the Fire Protection System and to the extent that an approval on behalf of the National Fire and Rescue Authority for the occupancy of the Leased Premises is required, the Tenant undertakes to obtain the said approval as well. The Tenant declares that it is aware that the breach of the said undertaking by the Tenant shall constitute a fundamental breach of this Agreement.

22.2. The Tenant undertakes that in the event it does not vacate the Leased Premises on the Evacuation Date of the Leased Premises and not for a period of 7 (seven) additional days, the Tenant will pay to the Landlord for the period between the Evacuation Date of the Leased Premises and the actual evacuation date an amount equal to the multiple of two months of the Rent in respect of each month or any part thereof according to its relative part, during the period the Tenant does not vacate the Leased Premises. The Tenant declares that this amount was set and was agreed between the parties as pre-estimated liquidated damages that the parties set after applying their judgment as the reasonable amount of the damage caused to the Landlord as a result of failure to vacate the Leased Premises on the Evacuation Date of the Leased Premises.

1.Severed Leased Premises. Pursuant to Section 23(a) of the Lease, Tenant hereby severs each of the seventeen Leased Premises listed on Exhibit A hereto (the “Severed Leased Premises”), according to the terms set forth herein.

c.Effective as of July 1, 2019, if Tenant has not vacated all of the Severed Leased Premises, Landlord shall pay to Tenant a monthly management fee for each Severed Leased Premises that Tenant continues to operate (such payment being the “Post-Severance Management Fee”). The Post- Severance Management Fee for each such Severed Leased Premises shall be due to Tenant as of the first day of each month that Tenant continues to operate such Severed Leased Premises. If Tenant vacates any of the Severed Leased Premises during a month in which Landlord has paid a Post- Severance Management Fee for such month, the amount of the fee shall be pro-rated accordingly.

b.Effective January 1, 2019, Landlord is released from any obligation under Section 11(a)(iii) of the Lease to maintain, repair, or replace any dispensing equipment located at any of the Leased Premises. Tenant hereby completely waives and releases Landlord from any past, present or future obligations to maintain, repair, or replace any dispensing equipment located at any of the Leased Premises under Section 11(a)(iii) of the Lease (or any other provision of the Lease requiring Landlord to maintain, repair or replace the dispensing equipment located at any of the Leased Premises), all of which shall be of no further force and effect. For the avoidance of doubt, except as specifically altered by this subsection 4.b., Landlord retains all other obligations under Section 11(a)(iii) of the Lease, and shall retain the obligation (whether under Section 11(a)(iii) or any other provision of the Lease) to maintain, repair, or replace any underground storage tank(s) and any lines or other appurtenances connected thereto (other than dispensing equipment).

Section1.1 Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, upon and subject to the terms and provisions of this Lease, a portion of the building (the “Building”) and the right to utilize (in common with other tenants) associated parking known as 4 Lyberty Way, Westford, Massachusetts (the “Property”). The Leased Premises, as defined herein, shall consist of single story, approximately 19,490 gross square feet of floor area, more or less, as shown and outlined on the plan attached hereto as Exhibit A (the “Leased Premises”). All dimensions to be confirmed upon completion of a final plan. Tenant shall have the express exclusive right to use the loading docks connected to the Leased Premises. Landlord acknowledges that some minor modifications may be required to the parking lot striping on the Property in order to ensure adequate access to the loading docks (including the potential removal of one or two parking spaces to be mutually agreed upon on site). Landlord agrees to make such necessary and reasonable modifications to ensure that Tenant shall have adequate access to the loading docks at the Leased Premises, which modifications shall be mutually agreed upon within thirty (30)days of Lease execution.

Section10.2 Tenant agrees to maintain in full force during the term hereof a policy of public liability and property damage insurance under which Landlord (and such other persons as are in privity of estate with Landlord as may be set out in notice from time to time) and Tenant are named as insureds, and under which the insurer agrees to indemnify and hold Landlord and those in privity of estate with Landlord harmless from and against all cost, expense and/or liability arising out of or based upon any and all claims, accidents, injuries and damages mentioned in Section10.1. Each such policy shall be noncancelable with respect to Landlord and Landlords said designees without ten (10)days written notice to Landlord, and a duplicate original or certificate thereof shall be delivered to Landlord. The minimum limits of liability of such insurance shall be One Million Dollars ($1,000,000.00) for injury (or death) to any one person and Two Million Dollars ($2,000,000.00) for injury (or death) to more than one person and Five Hundred Thousand Dollars ($500,000.00) with respect to damage to property. Said insurance may be maintained under a so-called “blanket” policy of insurance covering other premises of Tenant or its affiliates and subsidiaries, provided that such “blanket” policy specifically includes the Leased Premises. Prior to Tenant taking occupancy Tenant shall deliver to Landlord a certificate of said insurance naming Landlord a named additionally insured.

Section16.7 Mechanic’s Lien. Tenant agrees immediately to discharge (either by payment or by filing of the necessary bond in the full amount of the lien, or otherwise) any mechanics’, materialmen’s or other lien against the Leased Premises and/or Landlord’s interest therein, which liens may arise out of any payment due for, or purported to be due for, any labor, services, materials, supplies or equipment alleged to have been furnished to or for Tenant in, upon or about the Leased Premises. Tenant agrees to defend the same and indemnify Landlord against any such claim.

In addition, provided that Additional Space becomes available within the Building prior to Landlord’s receipt of any offers that would be subject to the above paragraph pertaining to Tenant’s Right of First Refusal, Tenant shall have an initial, one time, “Right of First Offer” commencing upon the date that Landlord provides Tenant with written notice of the availability of the Additional Space (the “Right of First Offer Period”). Any offer made by Tenant to Landlord during the Right of First Offer Period must be for the entirety of the available space unless otherwise expressly agreed by Landlord in writing. Base Rent for the additional space shall be at the rate of the Base Rent paid by Tenant on the Leased Premises, but only for such period of time as remains under the Term (including any existing option periods) of the Leased Premises pursuant to this Lease Agreement. For avoidance of doubt, Landlord shall not be obligated to provide a specific Base Rent under this Right of First Offer for any period beyond the then current Term (and any existing option period) of the Leased Premises. During the Right of First Offer Period, Landlord may openly market the Additional Space, and solicit and accept any offer it receives, subject to the Tenant’s Right of First Refusal described above. The Right of First Offer Period shall terminate at anytime Landlord shall receive a bonafide offer to lease additional space from any third party.

(a)Building Lounge and Fitness Center.There currently exists a general tenant lounge area located on the first floor of the Building (“General Lounge Area”) and showers and fitness center located on the first floor of the Building (the “Fitness Center”).Tenant shall have the non-exclusive right, at no additional separate charge, except for the charge for the key fob for access and for the replacement of any key fob, for use, to use the Fitness Center on a first-come, first-served basis.Tenant shall pay for the charge for the number of key-fobs issued to Tenant within twenty (20) days after issuance of the key-fobs.The General Lounge Area may only be used by employees of Tenant while Tenant is in occupancy and conducting business in the Leased Premises. Tenant’s use of any General Lounge Area and Fitness Center shall be subject to such rules and regulations as may be promulgated by Landlord from time to time.The use of the General Lounge Area and Fitness Center shall be at Tenant’s sole risk. Landlord has no obligation to provide any security whatsoever in connection with the General Lounge Area or Fitness Center. Tenant shall cause its employees to use the General Lounge Area (i) in a clean, safe and sanitary manner, (ii) in such a way as to minimize interference with any other person’s use of any the General Lounge Area or Fitness Center, and (iii) comply with such rules and regulations now or hereafter in existence or established by Landlord from time to time.All costs incurred by Landlord in connection with the General Lounge Area and Fitness Center shall be included in Operating Costs. Landlord reserves the right in its sole and absolute discretion to add to, reduce, modify, or temporarily close or remove the General Lounge Area and/or the Fitness Center at any time; provided that the General Lounge Area and Fitness Center remain available for use for the entire Term (subject to temporary closers for maintenance and repair).

4.4Delay. If Landlord, for any reason whatsoever, cannot deliver possession of the Leased Premises to Tenant by the estimated Delivery Date, this Lease shall not be void or voidable, nor shall Landlord be liable for any loss or damage resulting therefrom except as expressly provided to the contrary in in this Section 4.4.If Delivery Date for the Leased Premises has not occurred by September 1, 2020 (the “Outside Date”) due to any Existing Tenant not have vacated and surrendered possession of the portion of the Leased Premises leased by an Existing Tenant, then (a) Landlord agrees to commence an unlawful detainer proceeding against such Existing Tenant to recover possession of the applicable portion of the Leased Premises, and (b) Tenant will be entitled, as its sole and exclusive remedy, to one (1) day of credit for Minimum Monthly Rent for the Leased Premises for every one (1) day of delay beyond the Outside Date until the Leased Premises is delivered to Tenant (the “Delay Credit”).The Delay Credit shall be applicable against Minimum Monthly Rent first coming due from and after the date for commencement of payment of Minimum Monthly Rent for the Leased Premises.The right to the Delay Credit will not be applicable if the Landlord does not deliver possession of the Leased Premises (or portion thereof) due to any casualty to the Leased Premises or the Building that causes a delay in Landlord delivering the Leased Premises to Tenant.

4.6Failure to Take Possession. Tenant’s inability or failure to take possession of the Leased Premises when delivery is tendered by Landlord shall not delay the Delivery Date or Commencement Date of the Lease or Tenant’s obligation to pay Rent. Tenant acknowledges that Landlord shall incur significant expenses upon the execution of this Lease, even if Tenant never takes possession of the Leased Premises, including, without limitation, brokerage commissions and fees, legal or other professional fees, the costs of space planning and the costs of construction of Tenant Improvements in the Leased Premises. Tenant acknowledges that all of said expenses, in addition to all other expenses incurred and damages suffered by Landlord, shall be included in measuring Landlord’s damages should Tenant breach the terms of this Lease.

9.1Permitted Use. The Leased Premises may be used and occupied only for the purposes specified in Section 1.12 hereof, and for no other purpose or purposes. Tenant shall promptly comply with all laws, ordinances, orders and regulations relating to the cleanliness, safety, occupation and use of the Leased Premises. Tenant shall not use, or permit to be used, the Leased Premises in any manner that will disturb any other tenant in the Building or Complex, or obstruct or interfere with the rights of other tenant or occupants of the Building or Complex, or injure or annoy them or create any unreasonable smells, noise or vibrations (taking into account the nature and tenant-mix of the Building). Tenant shall not do, permit or suffer in, on, or about the Leased Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall not allow the Leased Premises to be used for any improper, immoral, unlawful or objectionable purpose.

10.1Compliance Obligations.Tenant shall, at its sole cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the use and occupancy of the Leased Premises, and shall faithfully observe in the use or occupancy of the Leased Premises all municipal ordinances and state and federal statutes, laws and regulations now or hereafter in force, including, without limitation, the “Environmental Laws” (as hereinafter defined), and the Americans with Disabilities Act, 42 U.S.C. §§ 12101-12213 (and any rules, regulations, restrictions, guidelines, requirements or publications promulgated or published pursuant thereto), whether or not any of the foregoing were foreseeable or unforeseeable at the time of the execution of this Lease. Tenant's obligation to comply with and observe such requirements, ordinances, statutes and regulations shall apply regardless of whether such requirements, ordinances, statutes and regulations regulate or relate to Tenant's particular use of the Leased Premises or regulate or relate to the use of premises in general, and regardless of the cost thereof. Notwithstanding the foregoing, however, Tenant shall not be required to perform any structural changes to the Leased Premises or other portions of the Building unless such changes are related to or affected or triggered by (i) the Tenant Improvements or any alteration by Tenant, (ii) Tenant’s particular use of the Leased Premises (as opposed to Tenant’s use of the Leased Premises for general office purposes in a normal and customary manner), (iii) Tenant’s particular employees or employment practices, or (iv) the construction of initial Tenant Improvements to the Leased Premises. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that any such requirement, ordinance, statute or regulation pertaining to the Leased Premises has been violated, shall be conclusive of that fact as between Landlord and Tenant.

10.2Condition of Leased Premises. Tenant hereby accepts the Leased Premises in the condition existing as of the date of occupancy, subject to all applicable zoning, municipal, county and state laws, ordinances, rules, regulations, orders, Restrictions of record, and requirements in effect during the Term or any part of the Term hereof regulating the Leased Premises, and without representation, warranty or covenant by Landlord, express or implied, as to the condition, habitability or safety of the Leased Premises, the suitability or fitness thereof for their intended purposes, or any other matter. Tenant shall also be responsible for procuring or installing in the Leased Premises any trade fixtures, equipment, furniture, furnishings, telephone equipment or other personal property to be used in the Leased Premises by Tenant, and the cost of such Personal Property shall be paid by Tenant.Tenant shall conform to the Building’s wiring standards in installing any telephone equipment and shall be subject to any and all rules of the site during construction.

11.11 Excess Usage.In addition to Tenant’s Proportionate Share of Operating Costs, Tenant shall pay for (the “Excess Utility Costs”) (i) all utility costs (including, without limitation, electricity, water and/or natural gas) attributable to any HVAC or other cooling system located in the Leased Premises or that provides service to Tenant’s server room, data center or other areas with special equipment or for special use, and (ii) all such utility costs consumed outside of the normal office hours of 7:00 a.m. to 6:00 p.m. Monday through Friday excluding holidays, and (iii) all utility costs consumed at the Leased Premises in excess of normal office use (such as by way of example only, extended hours of operation, heavier use of duplicating, computer, telecommunications or other equipment in excess of the normal use for general office uses, or a density of workers in excess of the normal density for general office uses). Tenant shall pay for such Excess Utility Costs within thirty (30) days after receipt of a billing from Landlord.Such billing shall be determined in good faith by Landlord based on separate meters, submeters or other measuring devices (such as an emon dmon device) to measure consumption of such utilities at the Leased Premises or otherwise based on a commercially reasonable allocation given Tenant’s use of the Leased Premises.The charge for such excess use may include a reasonable charge for increased wear and tear on existing equipment caused by Tenant’s excess consumption.Tenant shall pay, as additional rent, for the Excess Utility Costs within thirty (30) days after receipt of a billing from Landlord, and if requested by Landlord, Tenant shall pay for Excess Utility Costs, as additional rent, on an estimated basis in advance on the first day of each month, subject to an annual reconciliation of such Excess Utility Costs.

13.1Use of Leased Premises. No use shall be made or permitted to be made on the Leased Premises, nor acts done, which will increase the existing rate of insurance upon the Building or Complex or cause the cancellation of any insurance policy covering the Building or Complex, or any part thereof, nor shall Tenant sell, or permit to be kept, used or sold, in or about the Leased Premises, any article which may be prohibited by the standard form of “All Risk” fire insurance policies. Tenant shall, at its sole cost and expense, comply with any and all requirements pertaining to the Leased Premises, of any insurance organization or company, necessary for the maintenance of reasonable property damage and commercial general liability insurance, covering the Leased Premises, the Building, or the Complex.

13.3Personal Property Insurance. Tenant shall maintain in full force and effect on alterations, additions, improvements, carpeting, floor coverings, panelings, decorations, fixtures, inventory and other business Personal Property situated in or about the Leased Premises a policy or policies providing protection against any peril included within the classification “All Risk” to the extent of one hundred percent (100%) of their replacement cost, or that percentage of the replacement cost required to negate the effect of a co-insurance provision, whichever is greater. No such policy shall have a deductible in a greater amount than FIVE THOUSAND DOLLARS ($5,000.00). Tenant shall also insure in the same manner the physical value of all its leasehold improvements and alterations in the Leased Premises. During the term of this Lease, the proceeds from any such policy or policies of insurance shall be used for the repair or replacement of the fixtures, equipment, and leasehold improvements so insured. Landlord shall have no interest in said insurance (except as a loss payee with respect to any alterations or other leasehold improvements made to the Leased Premises), and will sign all documents necessary or proper in connection with the settlement of any claim or loss by Tenant. Tenant shall also maintain business interruption insurance and insurance for all plate glass upon the Leased Premises (which may be self-insured by Tenant, provided that this right to self-insure for this type of insurance may only be exercised by the original entity signing this Lease as Tenant and such self-insurance shall not diminish the rights and privileges to which Landlord would otherwise have been entitled under the terms of the Lease had there been a third party insurer, including, without limitation, the waiver of subrogation). All insurance specified in this Section 13.3 to be maintained by Tenant shall be maintained by Tenant at its sole cost.

19.2Repairs. In the event of a property loss which may be repaired within one hundred twenty (120) days from the date of the damage, or, in the alternative, in the event the parties do not elect to terminate this Lease under the terms of Section 19.1 above, then this Lease shall continue in full force and effect and Landlord shall forthwith undertake to make such repairs to reconstitute the Leased Premises to as near the condition as existed prior to the property loss as practicable. Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Leased Premises by, or belonging to, Tenant.Such partial destruction shall in no way annul or void this Lease except that Tenant shall be entitled to a proportionate reduction of Rent following the property loss and until the time the Leased Premises are restored. Such reduction shall be based on the ratio that the square footage of the damaged portion of the Leased Premises bears to the total square footage of the Leased Premises. So long as Tenant conducts its business in the Leased Premises, there shall be no abatement with respect to the portion of the Leased Premises that Tenant is conducting business.Upon the resolution of the dispute, the settlement shall be retroactive and Landlord shall within ten (10) days thereafter refund to Tenant any sums due in respect of the reduced rental from the date of the property loss. Landlord’s obligations to restore shall in no way include any construction originally performed by Tenant or subsequently undertaken by Tenant, but shall include solely that property constructed by Landlord prior to commencement of the Term hereof.Notwithstanding anything to the contrary contained in this Lease, in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Leased Premises, Building and/or Complex requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such holder, whereupon this Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term.

21.3No Transfer Without Consent.Except for a Transfer described in section 21.5 hereof, Tenant shall not suffer a Transfer of the Leased Premises or any interest therein, or any part thereof, or any right or privilege appurtenant thereto without the prior written consent of Landlord, and a consent to one Transfer of the Leased Premises shall not be deemed to be a consent to any subsequent Transfer of the Leased Premises. Any Transfer of the Leased Premises without such consent shall be void, and shall, at the option of Landlord, terminate this Lease. Any Transfer of the Leased Premises without such consent shall (i) be voidable, and (ii) terminate this Lease, in either case, at the option of Landlord. The consent by Landlord to any Transfer shall not include consent to the assignment or transferring of any lease renewal option rights or space option rights of the Leased Premises, special privileges or extra services granted to Tenant by this Lease, or addendum or amendment thereto or letter of agreement (and such options, rights, privileges or services shall terminate upon such assignment), unless Landlord specifically grants in writing such options, rights, privileges or services to such assignee or subtenant.

21.7Recapture. By written notice to Tenant (the “Termination Notice”) within thirty (30) days following submission to Landlord by Tenant of the information specified in section 21.6, Landlord may (1) terminate this Lease in the event of an assignment of this Lease or sublet of the entire Leased Premises, or (2) terminate this Lease as to the portion of the Leased Premises to be sublet, if the sublet is to be of less than the entire Leased Premises. If Landlord elects to terminate under the provisions hereof, and the area to be terminated is less than the entire Leased Premises, an amendment to this Lease shall be executed in which Tenant’s obligations for rent and other charges shall be reduced in proportion to the reduction in the size of the Leased Premises caused thereby by restating the description of the Leased Premises, and its monetary obligations hereunder shall be reduced by multiplying such obligations by a fraction, the numerator of which is the Rentable Area of the Leased Premises offered for sublease and the denominator of which is the Rentable Area of the Leased Premises immediately prior to such termination, as determined by Landlord in its sole and absolute discretion.

Notwithstanding the foregoing, Landlord shall not have the right to recapture any portion Leased Premises in connection with any sublease that individually or in the aggregate of all subleases is for 25% or less of the Rentable Area of the Leased Premises. While such sublease(s) described in in this paragraph shall not be subject to Landlord’s right to recapture, they shall be subject to all of the other provisions of Article 21 of this Lease.

(b)Tenant shall pay to Landlord on a monthly basis, fifty percent (50%) of the excess of any economic consideration received by Tenant from the Transferee in such month (whether or not for a period longer than one month), including consideration for leasehold improvements, over the aggregate of the total sums which Tenant pays Landlord under this Lease in such month, or the prorated portion thereof if the Leased Premises transferred is less than the entire Leased Premises. The amount so derived shall be paid with Tenant’s payment of Minimum Monthly Rent after deducting therefrom Tenant’s reasonable expenses incurred and paid by Tenant for brokerage commission and its attorney’s fees for such Transfer.

(a)In the event of the vacation or abandonment of the Leased Premises by Tenant or in the event that Landlord shall elect to reenter as provided in Section 25.3 above, or shall take possession of the Leased Premises pursuant to legal proceeding or pursuant to any notice provided by law, then if Landlord does not elect to terminate this Lease as provided in Section 25.1 above, this Lease shall continue in effect for so long as Landlord does not terminate Tenant’s right to possession, and Landlord may enforce all its rights and remedies under this Lease, including, without limitation, Landlord’s right from time to time, without terminating this Lease, to either recover all rental as it becomes due or relet the Leased Premises or any part thereof for such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord, in its sole discretion, may deem advisable with the right to make alterations and repairs to the Leased Premises. Acts of maintenance or preservation or efforts to relet the Leased Premises or the appointment of a receiver upon initiation of Landlord or other legal proceeding granting Landlord or its agent possession to protect Landlord’s interest under this Lease shall not constitute a termination of Tenant’s right to possession.

33.8Late Charges. Tenant acknowledges that late payment by Tenant to Landlord of rent or any other payment due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impractical to fix. Such costs include, without limitation, processing and accounting charges, and late charges that may be imposed on Landlord by the terms of any encumbrance and note secured by any encumbrance covering the Leased Premises. Therefore, if any installment of rent, or any other payment due hereunder from Tenant is not received by Landlord within five (5) days of when due, Tenant shall pay to Landlord an additional sum of five percent (5%) of such rent or other charge as a late charge; provided, however, that Landlord agrees that Tenant shall not have to pay such late charge if it makes its payment in full within five (5) days after receipt of written notice from Landlord, except that this notice and cure period shall only be applicable for the first two (2) times each calendar year that Tenant fails to pay any Minimum Monthly Rent or any additional rent when due.If Landlord has provided two notices of a late payment or default during a calendar year, Landlord shall not be obligated to provide any notice thereafter for the remainder of such calendar year and such late charge shall be due if payment is not made when due without any grace period or notice. The parties agree that this late charge represents a fair and reasonable estimate of the cost that Landlord will incur by reason of late payment by Tenant. Acceptance of any late charge shall not constitute a waiver of Tenant default with respect to the overdue amount, or prevent Landlord from exercising any other rights or remedies available to Landlord.

2.13Temporary Facilities During Construction. Tenant shall obtain in its name and pay for all temporary utility facilities, and the removal of debris, as necessary and required in connection with the construction of the Leased Premises.Storage of Tenant’s contractors’ construction material, tools, equipment and debris shall be confined to the Leased Premises and any other areas which may be designated for such purposes by Landlord.Landlord shall not be responsible for any loss or damage to Tenant’s and/or Tenant’s contractors’ equipment.In no event shall any materials or debris be stored in the malls or service or exit corridors of the Complex.

3.1Payment of Test-Fit Allowance.Landlord shall make one payment to Tenant of up to the amount of the Test-Fit Allowance for reimbursement of actual costs and fees charged by the Architect to prepare test-fit plan for the Tenant Improvements in the Leased Premises.Landlord shall make such payment within thirty (30) days after receipt of written request for payment from Tenant, together with reasonable supporting documentation of the actual costs and fees paid by Tenant to the Architect for a test-fit plan.Tenant shall be solely responsible for all costs and fees for the test-fit plan in excess of the Test-Fit Allowance.

13.No furniture, freight, or equipment of any kind may be brought into or out of the Building without prior notice to Landlord. All moving activity into or out of the Building must be scheduled with Landlord and done only at the time and in the manner designated by Landlord.No service deliveries (other than messenger services) shall be allowed between the hours of 7:00 a.m. and 9:00 a.m., 12:00 p.m. and 1:00 p.m., and 4:00 p.m. and 6:00 p.m., Monday through Friday. Landlord may at any time restrict the elevators and areas of the Building into which messengers may enter and may require that deliveries be left at the lobby security desk for pickup by Tenant. Landlord may prescribe the weight, size, and position of all safes and other heavy property brought into the Building and the times and manner of moving those items within and out of the Building. Tenant shall not overload the floor of the Leased Premises. If considered necessary by Landlord, safes and other heavy objects must stand on supports that are adequate to distribute the weight properly. Landlord shall not be responsible for loss of or damage to any safe or property. Any damage to any part of the Building or to its contents, occupants, or visitors caused by moving or maintaining any safe or other property referred to in this clause shall be the sole responsibility and expense of Tenant. Landlord reserves the right to inspect all safes, freight or other bulky articles to be brought into the Building and to exclude from the Building all safes, freight or other bulky articles which violate any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part.No packages, supplies, equipment, or merchandise may be received in the Building or carried up or down in the elevators, except between those hours and in that specific elevator that Landlord shall designate.

27.Tenant shall not prepare any food nor do any cooking, operate or conduct any restaurant, luncheonette or cafeteria for the sale or service of food or beverages to its employees or to others, except that food and beverage preparation by Tenant's employees using microwave ovens or coffee makers shall be permitted; provided, however, no popcorn may be cooked, heated or otherwise prepared in any microwave oven or any other equipment in the Leased Premises and no odors of cooking or other processes may emanate from the Leased Premises.Tenant shall not install or permit the installation or use of any vending machine or permit the delivery of any food or beverage to the Leased Premises except by such persons and in such manner as are approved in advance in writing by Landlord.

30.Tenant shall store all trash and garbage within the interior of the Leased Premises. Tenant shall not place or have placed in the trash boxes or receptacles any material that may not or cannot be disposed of in the ordinary and customary manner of removing and disposing of trash in the vicinity of the Building. In disposing of trash and garbage, Tenant shall comply fully with any law or ordinance governing that disposal. All trash, garbage, and refuse disposal shall be made only through entry-ways and elevators provided for that purpose and shall be made only at times designated by Landlord.

Section12.1Encumbering Title. Tenant shall not do any act which shall in any way encumber the title of Landlord in and to the Leased Premises, nor shall the interest or estate of Landlord in the Leased Premises in any way be subject to any claim by way of lien or encumbrance, whether by operation of law or virtue of any express or implied contract by Tenant. Any claim to, or lien upon, the Leased Premises arising from any act or omission of Tenant shall accrue only against the leasehold estate of Tenant and shall be subject and subordinate to the paramount title and rights of Landlord in and to the Leased Premises. Notwithstanding the foregoing, Landlord shall reasonably cooperate with Tenant in obtaining any reasonable easements or other grants for utilities and other services necessary or desirable in connection with Tenant’s operations at the Leased Premises.

Section16.1Subordination. Landlord represents that there are no Mortgages (as hereinafter defined) presently encumbering the Leased Premises. This Lease and Tenant’s rights under this Lease are and shall always be subordinate to the operation and effect of any mortgage, or deed of trust now or hereafter placed upon the Facility, the Leased Premises or any part thereof by Landlord, or any renewal, modification, consolidation, replacement, or extension of any such mortgage or deed of trust (a “Mortgage”), provided that Landlord shall deliver to Tenant a subordination and non-disturbance agreement using a commercially reasonable form from the holder of such Mortgage (a “Holder”) that is reasonably acceptable to Tenant.

(a)Tenant hereby agrees to indemnify, defend and hold harmless Landlord and the Landlord Group , from and against any and all losses, damages, judgments, liabilities, penalties, fines, debts, actions, suits, proceedings, causes of action, costs, fees and expenses, including, without limitation, costs of court, defense costs and reasonable attorneys’ fees (“Claims and Losses”) suffered or incurred by Landlord or any member of the Landlord Group, or asserted or claimed against Landlord or any member of the Landlord Group arising in, upon or connection with the Leased Premises. Notwithstanding the foregoing, however, that it is agreed that this indemnity shall not apply to Claims or Losses arising from the negligence or willful misconduct of Landlord or any member of the Landlord Group. Notwithstanding anything to the contrary or apparent contrary elsewhere herein, Tenant’s indemnity in this Section shall, as to events or occurrences prior to the later of termination of this Lease or Tenant’s vacating of the Leased Premises, survive expiration or termination of this Lease for any reason.

information) entered into or obtained by Tenant with respect to any Hazardous Material at the Leased Premises ; (iii) copies of any permits issued to Tenant under Environmental Laws with respect to the Leased Premises; (iv)prior to filing, copies of any and all reports, notifications, and other filings to be made by Tenant or any occupant of the Leased Premises to any Federal, state, or local environmental authorities or agencies, and after filing, copies of such filings with respect to the Leased Premises; and (v)any other relevant documents and information with respect to environmental matters relating to the Leased Premises. Tenant shall be obligated to provide such documentation only to the extent that the documentation is within Tenant’s possession or control.

Section25.13Signs. Tenant shall have the right to place signs for its business on the exterior of the Leased Premises. All Tenant exterior signs must be constructed, installed and kept by Tenant, at Tenant’s sole cost and expense, in compliance with all applicable laws, rules and regulations pertaining thereto, in good condition and repair, and with all required permits and licenses therefore in full effect, and the same shall not be used by any party other than Tenant. Landlord gives no representation, warranty or assurance of any kind to Tenant that such exterior signs will be able to be kept or maintained in such locations under the laws and regulations that exist or come into effect from time to time, and Landlord shall have no liability to Tenant whatsoever should the same be denied by law at any time. Tenant shall be responsible for the maintenance and repair, at Tenant’s sole cost and expense, of any signs erected by Tenant hereunder.

Section2.1Consent. Landlord hereby consents to the Sublease and to the sublease of the Subleased Premises by Tenant to Subtenant pursuant to the Sublease, including (without limitation) Section2.3 (Extension of the Master Lease) and Section4.4 (Exit Event), which provisions grant Subtenant the right under certain circumstances to sublease the entire Leased premises. Landlord hereby consents to such sublease of the entire Leased Premises by Subtenant in accordance with the terms of the Sublease.

1.2Condition of Leased Premises. Tenant has examined the Leased Premises and accepts the Leased Premises in its condition as of the Execution Date. WITH REGARD TO THE LEASED PREMISES, LANDLORD SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Tenant acknowledges and agrees that it has had full, open, and unobstructed access to the Leased Premises and it is relying only on its own inspections and evaluations, and is not relying on any representation of Landlord in leasing the Leased Premises. Landlord is leasing, and Tenant shall lease, the Leased Premises “as is/where is and with all faults” and subject to all applicable easements, laws, rules, regulations, codes, ordinances, documents, rights, and restrictions of record as of the Execution Date (the “Permitted Encumbrances”). Landlord shall have no obligation to do any work in, on, at and/or under the Leased Premises to render the Leased Premises ready for occupancy and use by Tenant.

(d)Tenant shall cause Workers Compensation insurance, in sums not less than the amounts required from time to time by applicable law, to be provided to cover all persons working in, on, and/or at the Leased Premises. If as a result of a violation of this provision which is not cured within reasonable time after notice from Landlord to Tenant, costs are incurred or losses are sustained by Landlord, Tenant shall indemnify, defend (with counsel of Landlord’s choosing), and hold harmless Landlord with respect to the same.

(c)Tenant’s obligations with respect to the Leased Premises shall also extend to any and all landscaping, snow and ice treatment and removal, mowing and other gardening, and lighting of the Leased Premises. The Leased Premises shall be kept by Tenant in a reasonably neat and attractive appearance to reasonable industry standards.

(d)Tenant shall promptly pay for all Tenant Improvements, keeping the Leased Premises free from any lien or encumbrance (including, without limitation, any mechanic’s liens, Notice of Intention, or other documents recorded under R.I.G.L. § 34-28-1, et seq.), hereby covenanting and agreeing to indemnify, defend (with counsel of Landlord’s choosing), and hold harmless Landlord from and against any loss, cost, claim, suit, or damage with respect thereto (including, without limitation, attorney’s fees). Tenant agrees to discharge within seven (7) days of Tenant’s receipt of notice of the same, by surety bond if necessary, any liens or encumbrances (including, without limitation, any mechanic’s liens or Notices of Intention) placed upon the Leased Premises. Landlord may, but need not, require Tenant to obtain, at reasonable intervals determined by Landlord in order to avoid the imposition of liens and encumbrances, signed lien waivers from all contractors, subcontractors, and other providers of services and/or materials associated with Tenant Improvements at the Leased Premises. Tenant shall maintain at all times an updated list (with all identifying information, including the nature and scope of the work and/or materials provided) of all contractors, subcontractors, and other providers of services and materials associated with Tenant Improvements at the Leased Premises (the “Contractor/Supplier List”), and Tenant shall promptly provide the most updated Contractor/Supplier List to Landlord upon Landlord’s request for the same. Tenant shall require Tenant’s general contractor and/or construction manager to promptly provide Tenant with the underlying information for the Contractor/Supplier List, including any changes thereto. The aforesaid shall not constitute Landlord’s consent in writing to subject Landlord’s interest in the Leased Premises to a lien(s) in accordance with R.I.G.L. § 34-28-1, et seq.

4.5Removal Upon Termination; Surrender of Leased Premises. At the expiration or earlier termination of this Lease (time being of the essence), Tenant shall remove all of Tenant’s personal property, equipment, supplies, furniture, goods and effects, and peaceably yield up the Leased Premises in good order, repair and condition, broom clean, excepting reasonable wear and tear, damage by casualty or taking by eminent domain (if applicable) and other damage covered by insurance proceeds actually received by Landlord. In the event Tenant fails to satisfy its obligations as set forth in this Section, Tenant shall be obligated to indemnify, defend (with counsel of Landlord’s choosing), and hold harmless Landlord with respect to any and all expenses, costs, and/or other damages sustained by Landlord as a result of Tenant’s failure to comply with the aforesaid, and Tenant hereby authorizes Landlord to: (1) store such property in any public warehouse or elsewhere in the name, and at the risk and expense, of Tenant; (2) sell any or all such property at public or private sale; (3) take possession, control and ownership of such property, and/or (4) destroy such property, as applicable and in Landlord’s sole discretion.

4.9Use of Leased Premises. During the Lease Term, and any holdover period, Tenant shall use the Leased Premises only for the purpose set forth on the attached Lease Data Exhibit, and subject to any Permitted Encumbrances (the “Permitted Use”). Further, Tenant shall not use the Leased Premises in a manner that will: (i) violate any certificate(s) of occupancy affecting any of the buildings or other improvements on the Leased Premises; (ii) make void or voidable any insurance then in force; (iii) cause or be likely to cause structural damage to the Leased Premises and/or Improvements placed thereon; (iv) constitute a public or private nuisance; (v) materially adversely affect the value of the Leased Premises; (vi) violate any Laws; and/or (vii) cause any waste (other than reasonable wear and tear), damages, or injury to the Leased Premises or any other property or person.

11.1Leasehold Mortgages Authorized. On one or more occasions, without Landlord’s prior consent, Tenant may grant one or more Leasehold Mortgages (as hereinafter defined) on its leasehold interest in the Leased Premises. Such Leasehold Mortgages (as hereinafter defined) shall be (a) subject and subordinate to all rights and interests of Landlord under this Lease and as to Landlord’s fee interest in the Leased Premises, (b) subject and subordinate to the terms and conditions of this Lease, and (c) a lien solely upon Tenant’s interest in this Lease and the leasehold estate thereby created, and not on Landlord’s fee interest in the Leased Premises.

11.6Amendments; Execution of Mortgage Instruments by Landlord. Landlord acknowledges that prospective Leasehold Mortgagees may require minor modifications to this Lease, and Landlord agrees to cooperate with Tenant and any such Leasehold Mortgagee with respect to any such amendments and other aspects of any financing of Tenant’s leasehold estate in the Leased Premises and, in connection therewith, to execute, acknowledge and deliver to Tenant and/or the Leasehold Mortgagees any and all minor amendments, instruments, agreements and other documents as may reasonably be required by such Leasehold Mortgagee(s); provided, however, that Landlord shall never be required to enter into any amendment to this Lease or execute, acknowledge, and deliver any document or instrument which would: (a) result in modification of any material business term hereof; (b) impair Landlord’s rights or benefits hereunder; (c) subordinate Landlord’s fee interest in the Leased Premises to any such Leasehold Mortgage; (d) materially increase Landlord’s obligations hereunder; or (e) materially adversely affect the Leased Premises. Landlord shall be reimbursed, as Additional Rent payable on demand, for any costs, including reasonable attorney’s fees, incurred in way related to Landlord’s consideration, review, and/or execution of any amendments or documents requested by Tenant or any Leasehold Mortgagee.

speculating in real estate, for the Lease Term and upon the terms and subject to the conditions of this Lease, that certain interior space described in Article 1 as the Leased Premises. Tenant’s lease of the Leased Premises, together with the appurtenant right to use the Common Areas as described in Paragraph 2.2 below, shall be conditioned upon and be subject to the continuing compliance by Tenant with (i) all the terms and conditions of this Lease, (ii) all Laws and Restrictions governing the use or occupancy of the Leased Premises and the Property, (iii) all easements and other matters now of public record respecting the use of the Leased Premises and Property, and (iv) all reasonable rules and regulations from time to time established by Landlord related to the Leased Premises. Tenant shall have access to the Leased Premises and the parking area within the Common Areas twenty-four (24) hours a day, seven (7) days a week throughout the Lease Term. Notwithstanding any provision of this Lease to the contrary, Landlord hereby reserves to itself and its designees all rights of access, use and occupancy of the Building roof, and Tenant shall have no right of access, use or occupancy of the Building roof except (if at all) to the extent required in order to enable Tenant to perform Tenant’s maintenance and repair obligations pursuant to this Lease.

of the Building. Tenant shall not affix any equipment to or make any penetrations or cuts in the floor, ceiling, walls or roof of the Leased Premises. Tenant shall not place any loads upon the floors, walls, ceiling or roof systems which could endanger the structural integrity of the Building or damage its floors, foundations or supporting structural components. Tenant shall not place any explosive, flammable or harmful fluids or other waste materials in the drainage systems of the Leased Premises, the Building, the Common Areas or the Property. Tenant shall not drain or discharge any fluids in the landscaped areas or across the paved areas of the Property. Tenant shall not use any of the Common Areas for the storage of its materials, supplies, inventory or equipment and all such materials, supplies, inventory or equipment shall at all times be stored within the Leased Premises. Tenant shall not commit nor permit to be committed by any of the Tenant Parties any waste in or about the Leased Premises, the Building, the Common Areas or the Property.

4.4 Trash Disposal. Tenant shall provide trash bins or other adequate garbage disposal facilities within the Leased Premises sufficient for the interim disposal of all of its trash, garbage and waste. Landlord shall cause such trash, garbage and waste to be regularly removed from the Leased Premises. Tenant shall keep the Leased Premises in a clean, safe and neat condition free and clear of all of Tenant’s trash, garbage, waste and/or boxes, pallets and containers containing same at all times. Tenant agrees to assume responsibility for compliance by all of the Tenant Parties with the provisions contained in this paragraph.

5.3 Security. Tenant shall be solely responsible for security measures at the Leased Premises. Tenant acknowledges that Landlord has not undertaken any duty whatsoever to provide security for the Leased Premises or the Property and, accordingly, Landlord is not responsible for the security of same or the protection of Tenant’s property or any of the Tenant Parties from any cause whatsoever, including, but not limited to, criminal and/or terrorist acts. To the extent Tenant determines that such security or protection services are advisable or necessary, Tenant shall arrange for and pay the costs of providing same. In the event Landlord in its sole and absolute discretion agrees to provide any security services, whether it be guard service or access systems or otherwise, Landlord shall do so strictly as an accommodation to Tenant and Landlord shall have no liability whatsoever in connection therewith, whether it be for failure to maintain the secure access system, or for failure of the guard service to provide adequate security, or otherwise. Landlord may, but shall be under no obligation to, implement security measures for the Building or other portions of the Property, such as the registration or search of all persons entering or leaving the Building, requiring identification for access to the Building, evacuation of the Building for cause, suspected cause, or for drill purposes, the issuance of magnetic pass cards or keys for Building or elevator or access and other actions that Landlord deems necessary or appropriate to prevent any threat of property loss or damage, bodily injury or business interruption. Tenant shall cooperate and comply with, and cause all of the Tenant Parties to cooperate and comply with, such security measures. Landlord shall have no responsibility to prevent, and shall not be liable to Tenant or any of the Tenant Parties, for losses due to theft, burglary or other criminal activity, or for damages or injuries to persons or property resulting from persons gaining access to the Leased Premises, the Building, or the Property, and Tenant hereby releases Landlord and its agents and employees from all liabilities for such losses, damages or injury, regardless of the cause thereof. Without limitation, Paragraph 8.1 below is intended by Tenant and Landlord to apply to this Paragraph 5.3.

6.3 Alterations Required by Law. Tenant shall make all modifications, alterations and improvements to the Leased Premises, the Building, the Common Areas and/or the Property, in each case at its sole cost, that are required by any Law because of (i) Tenant’s use or occupancy of the Leased Premises, the Building, the Common Areas or the Property, (ii) Tenant’s application for any permit or governmental approval, or (iii) Tenant’s making of any modifications, alterations or improvements to or within the Leased Premises. If Landlord shall, at any time during the Lease Term, be required by any governmental authority to make any modifications, alterations or improvements to the Building or the Property, the cost incurred by Landlord in making such modifications, alterations or improvements, including interest at a rate equal to ten percent (10%) (but in no event more than the maximum rate of interest not prohibited or made usurious), shall be amortized by Landlord over the useful life of such modifications, alterations or improvements, as determined in accordance with generally accepted accounting principles, and the monthly amortized cost of such modifications, alterations and improvements as so amortized shall be considered an Operating Expense.

7.9 Permitted Sublease or Occupancy. Notwithstanding anything to the contrary in this Article 7, so long as Biolase, Inc. is the Tenant hereunder and it is not in default under this Lease, from and after the Lease Commencement Date, Tenant shall have the right to sublease, or otherwise permit the occupancy of, all or any portion of the Leased Premises to an affiliate of Tenant, upon prior written notice to Landlord but without Landlord’s prior written consent. Such sublease or permitted occupancy shall be for the Permitted Use, and in the event of a sublease, Landlord shall have the right to require such subtenant to enter into a written agreement with Landlord and Tenant confirming the obligations of such subtenant under this Lease as they pertain to the subleased portion of the Leased Premises. No excess rentals (as defined in Paragraph 7.5 above) shall be due and payable in connection with such sublease or permitted occupancy. Neither any such sublease nor any such permitted occupancy shall relieve Tenant of its personal and primary obligation to pay Rent and to perform all of the other obligations to be performed by Tenant hereunder.

constructed by Tenant to or within the Leased Premises. Landlord shall use commercially reasonable efforts to obtain such insurance at competitive rates.

(f) Pursuant to California Code of Civil Procedure Section 1161.1, Landlord may accept a partial payment of Rent after serving a notice pursuant to California Code of Civil Procedure Section 1161, and may without further notice to the Tenant, commence and pursue an action to recover the difference between the amount demanded in that notice and the payment actually received. This acceptance of such a partial payment of Rent does not constitute a waiver of any rights, including any right the Landlord may have to recover possession of the Leased Premises. Further, Tenant agrees that any notice given by Landlord pursuant to Paragraph 12.1 of the Lease shall satisfy the requirements for notice under California Code of Civil Procedure Section 1161, and Landlord shall not be required to give any additional notice in order to be entitled to commence an unlawful detainer proceeding.

13.2 Holding Over. This Lease shall terminate without further notice on the Lease Expiration Date (as set forth in Article 1). Any holding over by Tenant after expiration of the Lease Term shall neither constitute a renewal nor extension of this Lease nor give Tenant any rights in or to the Leased Premises except as expressly provided in this Paragraph. Any such holding over to which Landlord has consented shall be construed to be a tenancy from month to month, on the same terms and conditions herein specified insofar as applicable, except that the Base Monthly Rent shall be increased to an amount equal to one hundred twenty-five percent (125%) of the Base Monthly Rent payable during the last full month immediately preceding such holding over. Without limiting the foregoing, in the event of a holding over to which Landlord has consented, any rights of Landlord or obligations of Tenant set forth in this Lease and purporting to apply during the Lease Term, shall nonetheless also be deemed to apply during any such hold over period. Tenant acknowledges that if Tenant holds over without Landlord’s consent, such holding over may compromise or otherwise affect Landlord’s ability to enter into new leases with prospective tenants regarding the Leased Premises. Therefore, if Tenant fails to surrender the Leased Premises upon the expiration or termination of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from and against all claims resulting from such failure, including, without limiting the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender, and any losses suffered by Landlord, including lost profits, resulting from such failure to surrender.

(b) In the event the option is exercised in a timely fashion, the Lease shall be extended for the Extension Term upon all of the terms and conditions of this Lease, provided that the Base Monthly Rent for the Extension Term shall be the “Fair Market Rent” for the Leased Premises. For purposes hereof, “Fair Market Rent” shall mean the Base Monthly Rent determined pursuant to the process described below.

(c) Tenant’s Network Equipment and the related installation work (collectively, the “Network Equipment and Work”) shall be conducted in such a manner so as not to void or negatively impact any applicable warranties. Tenant shall supply Landlord with detailed plans and specifications of the Network Equipment and Work prior to the installation thereof for Landlord’s review and approval (which shall not be unreasonably withheld, conditioned, or delayed). Furthermore, Tenant shall have secured Landlord’s approval and the approval of all governmental authorities and all permits required by governmental authorities having jurisdiction over such approvals and permits for the Network Equipment and Work (if such governmental approval and/or permits are required), and shall provide copies of such approvals and permits (to the extent required) to Landlord prior to commencing any work with respect to such Network Equipment and Work. Tenant will keep and maintain the Network Equipment and Work in good condition and repair at all times and will promptly repair any damage to the Property or any portions thereof caused by such Network Equipment and Work. Upon the expiration or earlier termination of this Lease, Tenant shall remove such Network Equipment and Work and restore the Leased Premises. Tenant shall pay for any and all costs and expenses in connection with, and shall repair all damage resulting from, the installation, maintenance, use and removal of the Network Equipment and Work.

1.The sidewalks, halls, passages, exits, entrances, elevators, and stairways of the Building shall not be obstructed by any of the tenants or used by them for any purpose other than for ingress to and egress from their respective Leased Premises. The halls, passages, exits, entrances, elevators, and stairways are not for the general public, and Landlord shall in all cases retain the right to control and prevent access thereto of all persons whose presence in the judgment of Lan lord would be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent ingress to and egress from Tenant’s Leased Premises to persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. Except as specifically set forth in the Lease, no tenant and no employee or invitee of any tenant shall go upon the roof of the Building.

5.Landlord will furnish each tenant free of charge with two keys to each door lock in its Leased Premises. Landlord may make a reasonable charge for any additional keys. Tenants shall have the right to make keys. No tenant shall change any lock without the express written consent of the Landlord. The tenants shall in each case furnish Landlord with a key for any such lock. Each tenant, upon the termination of its tenancy, shall deliver to Landlord all keys to doors in the Building which shall have been furnished to or made by the tenant.

9.Landlord reserves the right to exclude from the Building between the hours of 6:00 P.M. and 8:00 A.M. and at all hours on Saturdays, Sundays and legal holidays all persons who do not present a proper access card or other identification as an employee of Tenant or who do not otherwise present proper authorization by Tenant for access to the Leased Premises. In the case of invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the Building during the continuance of the same by such action as Landlord may deem appropriate.

4.1. Business Use. It is understood and agreed that the Leased Premises shall only be used and occupied by Tenant as a general office, laboratory, manufacturing facility, and warehouse. Tenant shall not use the Leased Premises for any use not identified as a permitted use by any zoning ordinance or other governmental regulation relating to the Leased Premises or approved as a conditional use by the governmental bodies having zoning authority. No use shall be permitted, or acts done, which will cause a cancellation of any insurance policy covering the Leased Premises. Tenant shall not sell, permit to be kept, used or sold in or about the Leased Premises any article which may be prohibited by the standard form of fire insurance policy. In the event Tenant’s use of the Leased Premises results in an increase in the cost of any insurance relating to the Building or the Property, Tenant shall pay such additional cost to Landlord upon demand. Tenant shall comply with all applicable laws, ordinances, regulations, and/or deed and plat restrictions affecting the use and occupancy of the Leased Premises. Tenant shall not commit, or permit to be committed, any waste or nuisance on the Leased Premises.

4.2. Utility Charges. Landlord shall furnish to the Leased Premises heat, gas, sewer, electricity and other utilities. Tenant shall be solely responsible for and promptly pay all charges for heat, water, gas, sewer, electricity or any other utility used or consumed in the Leased Premises, including supplemental heating. In the event utilities are not separately metered, Tenant shall pay Tenant’s Proportionate Share of utility costs for the Leased Premises. In no event shall Landlord be liable for an interruption or failure in the supply of any such utilities to the Leased Premises.

4.6. Rules and Regulations. The rules and regulations appended to this Lease as Exhibit D are hereby made a part of this Lease. Any additional rules and regulations adopted by Landlord must be reasonably consistent with the terms of this Lease, shall be in writing, and must be provided to Tenant in order to be effective. Tenant agrees to comply with and observe all such reasonably adopted rules and regulations. Tenant’s failure to keep and observe said rules and regulations shall constitute a breach of the terms of this Lease in the manner as if the same were contained herein as covenants. Landlord reserves the right from time to time to amend or supplement said rules and regulations and to adopt and promulgate additional rules and regulations applicable to Leased Premises, and the property described in Exhibit A, provided that such additional rules and regulations apply equally to all lessees located on the Property and do not unreasonably interfere with Tenant’s use and enjoyment of the Leased Premises. Any such additional rules and regulations, and amendments and supplements, if any, shall be given to Tenant in writing, and Tenant agrees thereupon to comply with and observe all such rules and regulations and amendments thereto and supplements thereof.

Landlord agrees to allow Tenant to access the University Research Park Data Network (“URPNet”) from the Leased Premises. URPNet is a high-speed communications service, linking computers located at the University Research Park to the University of Wisconsin-Madison campus and national computer networks. URPNet is meant to encourage technology and information transfer between companies and the University of Wisconsin-Madison researchers, staff and students. URPNet consists of a fiber optic-based Ethernet serving portions of the University Research Park and connected to the Metropolitan United Fiber Network. Individual workstations are connected to URPNet using twisted-pair Ethernet compatible cabling. URPNet is connected to the Campus System Ethernet. Landlord will allow Tenant to access the URPNet service with an initial system-wide capacity of 1 Gigabit/second. Tenant’s use of URPNet is subject to acceptable use policies promulgated from time to time by Landlord. Landlord reserves the right to limit or deny any Tenant’s use of URPNet as a result of repeated violations of promulgated acceptable use policies. Tenant’s use of the Campus resources and certain databases may be limited and may require negotiation of separate agreements between Tenant and the University of Wisconsin-Madison. Attached is a description of certain services that may be available to Tenant (Exhibit E). In no event shall Landlord be liable for an interruption or failure in the supply of service between URPNet to the Leased Premises or Tenant’s usage of, or failure to access, URPNet unless such is caused by the reckless or intentional misconduct of Landlord. Landlord acknowledges and agrees that all of Tenant’s information and data conveyed via the URPNet is proprietary and confidential and, as such, the University of Wisconsin and Landlord have no rights to use, collect or store such information except such use, collection or storage as would normally be done by a commercial Internet Service Provider (“ISP”). Landlord agrees that Tenant may also use any other ISP and Landlord agrees to grant whatever licenses or easement which may be required in connection with the same.

2.3.Right To Relocate Leased Premises. [intentionally deleted].

(f)Tenant shall have the right to install a wireless intranet, internet, and communications network (also known as “Wi-Fi”) within the Leased Premises for the use of Tenant and its employees (the “Network”) subject to this subsection and all the other clauses of this Lease as are applicable. Tenant shall not solicit, suffer, or permit other tenants or occupants of the Building to use the Network or any other communications service, including, without limitation, any wired or wireless internet service that passes through, is transmitted through, or emanates from the Leased Premises. Tenant agrees that Tenant’s communications equipment and the communications equipment of Tenant’s service providers located in or about the Leased Premises, including, without limitation, any antennas, switches, or other equipment (collectively, “Tenant’s Communications Equipment”) shall be of a type and, if applicable, a frequency that will not cause radio frequency, electromagnetic, or other interference to any other party or any equipment of any other party including, without limitation, Landlord, other tenants, or occupants of the Building or any other party. In the event that Tenant’s Communications Equipment causes or is believed to cause any such interference, upon receipt of notice from Landlord of such interference, Tenant will take all steps necessary, at Tenant’s sole cost and expense, to correct and eliminate the interference. If the interference is not eliminated within 24 hours (or a shorter period if Landlord believes a shorter period to be appropriate) then, upon request from Landlord, Tenant shall shut down the Tenant’s Communications Equipment pending resolution of the interference, with the exception of intermittent testing upon prior notice to and with the approval of Landlord.

the Project, or for any business or purpose which is disreputable, objectionable or productive of fire hazard. Tenant shall not do or permit anything to be done which would result in the cancellation, or in any way increase the cost, of the property insurance coverage on the Project and/or its contents. If Tenant does or permits anything to be done which increases the cost of any insurance covering or affecting the Project, then Tenant shall reimburse Landlord, upon demand, as Additional Rent, for such additional costs. Landlord shall deliver to Tenant a written statement setting forth the amount of any such insurance cost increase and showing in reasonable detail the manner in which it has been computed. Tenant shall, at Tenant’s sole cost and expense, comply with all laws, ordinances, rules, regulations and orders (state, federal, municipal or promulgated by other agencies or bodies having or claiming jurisdiction) related to the use, condition or occupancy of the Leased Premises now in effect or which may hereafter come into effect including, but not limited to, (a)accessibility and use by individuals with disabilities, and (b)environmental conditions in, on or about the Leased Premises. If anything done by Tenant in its use or occupancy of the Leased Premises shall create, require or cause imposition of any requirement by any public authority for structural or other upgrading of or alteration or improvement to the Project, Tenant shall, at Landlord’s option, either perform the upgrade, alteration or improvement at Tenant’s sole cost and expense or reimburse Landlord upon demand, as Additional Rent, for the cost to Landlord of performing such work.

expenses or, loss of Tenant’s trade fixtures. If this Lease continues in effect after the date of taking pursuant to the provisions of this Section7.6(a), Landlord shall proceed with reasonable diligence to repair, at its expense, the remaining parts of the Project and the Leased Premises to substantially their former condition to the extent that the same is feasible (subject to reasonable changes which Landlord shall deem desirable) and so as to constitute a complete and tenantable Project and Leased Premises. Following a taking, Net Rent shall thereafter be equitably adjusted according to the remaining rentable square footage of the Leased Premises and the Building. Except as hereinafter provided, in the event of any taking, Landlord shall have the right to all compensation, damages, income, rent or awards made with respect thereto (collectively an “award”), including any award for the value of the leasehold estate created by this Lease. No award to Landlord shall be apportioned and, subject to Tenant’s rights hereinafter specified, Tenant hereby assigns to Landlord any right of Tenant in any award made for any taking. So long as such claim will not reduce any award otherwise payable to Landlord under this Section7.6, Tenant may seek to recover, at its cost and expense, as a separate claim, any damages or awards payable on a taking of the Leased Premises to compensate for the unamortized cost paid by Tenant for the alterations, additions or improvements, if any, made by Tenant during the initial improvement of the Leased Premises and for any alterations, or for Tenant’s personal property taken, or for interference with or interruption of Tenant’s business (including goodwill), or for Tenant’s removal and relocation expenses.

(i)Tenant shall pay to Landlord, as Additional Rent, the deductible amounts under the insurance policies obtained by Landlord and Tenant under this Lease if the proceeds are used to repair the Leased Premises. However, if other portions of the Building are also damaged by said casualty and insurance proceeds are payable therefor, then Tenant shall only pay its Proportionate Share of the deductible as reasonably determined by Landlord.

1.Tenant Improvements. Except for the Delivery Condition items set forth in Section2.2 of the Lease, Tenant accepts the Leased Premises in its AS IS condition existing on the date Tenant executes this Lease, and Tenant, at its sole cost, shall be responsible for all other improvement of the Leased Premises. All new work performed by Tenant or on behalf of Tenant shall be approved by Landlord in writing and shall be in a good and workmanlike manner with new, good and sufficient materials and in compliance with all applicable laws, ordinances, rules and regulations (including, without limitation, building codes and those related to accessibility and use by individuals with disabilities). Tenant shall select a contractor (the “Contractor”) to construct and install the Tenant Improvements (as defined below). The Contractor, the construction budget, and materials must be approved by Landlord, which approval shall not be unreasonably withheld. The Contractor shall construct and install the improvements (the “Tenant Improvements”) in the Leased Premises, substantially in accordance with plans, working drawings and specifications (“Tenant’s Plans”) prepared by Tenant’s architect (the “Architect”) and the Tenant’s Plans shall be approved by Landlord, which approval shall not be unreasonably withheld. Tenant shall deliver Tenant’s Plans to Landlord via hard copy and via an electronic CAD file. Within seven (7)business days after Landlord’s receipt of Tenant’s Plans (and five (5)business days for revisions), Landlord shall either approve such plans (with Landlord’s approval not to be unreasonably withheld) or disapprove the plans. Any disapproval shall include a detailed explanation of the rejected components of the plans. If Landlord disapproves the plans, the Architect shall submit a revised version of the Tenant’s Plans to Landlord for its review within five (5)business days. Tenant shall continue such approval procedure until Landlord’s approval of the Tenant’s Plans is obtained, then such Construction Documents shall become the “Final Construction Documents.” Tenant shall promptly provide Landlord a copy of a full set of working drawings and all construction contracts with respect to the Tenant Improvements.

12.Tenant shall not install or operate on the Leased Premises any electric heater, stove or similar equipment without Landlord’s prior written consent. Tenant shall not use or keep on the Leased Premises any kerosene, gasoline, or inflammable or combustible fluid or material other than limited quantities reasonably necessary for the operation and maintenance of office equipment utilized at the Leased Premises. Tenant shall not keep, use, or permit to be used in or brought into the Leased Premises or Project at any time, by Tenant or any of its employees, agents or invitees, any gun, firearm, weapon, explosive device, ammunition or explosive.

Section1. Tenant, at its sole cost and expense, shall be responsible for any necessary or appropriate maintenance, repair and replacement of the roof, foundations, structural components and any components of the interior and exterior of the Leased Premises. Tenant shall complete all such maintenance, repairs and replacements in a good and workmanlike manner and in compliance in all material respects with all applicable laws. Notwithstanding the foregoing, to the extent any such maintenance, repair or replacement of any portion of the Leased Premises was caused by the negligence or misconduct of Landlord or its invitees, guests, vendors, employees, officers, members, contractors or agents (the “Landlord’s Repair Work”), Landlord shall be responsible, at its sole cost and expense, for promptly making any such maintenance, repairs or replacements promptly upon Tenant’s notice thereof. Landlord’s Repair Work shall be completed in a good and workmanlike manner and in compliance in all material respects with all applicable Laws. In the event of an emergency, if Landlord fails to perform Landlord’s Repair Work set forth above and such failure would cause imminent damage to person or property or materially and adversely interfere with Tenant’s use of the Leased Premises and Tenant has given Landlord at least ten (10)business days (or in the case of an emergency 24 hours) to cure and Landlord has failed to complete such Landlord’s Repair Work, then Tenant may proceed to take the required action and Landlord shall reimburse Tenant for the costs of such action, pursuant to Article 15, Section5.

Section3. Except as provided in Article 7, Section1 above for Landlord’s Repair Work for all items in this Section3: Tenant shall at its sole cost and expense replace with glass of comparable quality any cracked or broken glass, including plate glass or glass used in structural portions and any interior and exterior windows. Tenant shall at its own cost and expense replace with materials of comparable quality any damaged window frames, doors and door frames in the Leased Premises. Tenant shall, at its sole cost and expense, pay all costs of maintaining, repairing and replacing the sprinkler system for the Leased Premises.

Section1. Landlord and Tenant hereby acknowledge Tenant’s prior ownership of the Leased Premises. Throughout the Term, Tenant shall maintain insurance consistent with the current certificate(s) of insurance attached hereto as Exhibit B (the “Existing Insurance”), including but not limited to the obligation of Tenant to name Landlord and Landlord’s Lender as additional insured on liability policies and loss payee/mortgagee on the all-risk property and rental loss/business income coverage as applicable. Tenant shall cause its insurance carrier to provide written notice to Landlord of cancellation, non-renewal or material change in any of the Existing Insurance at least thirty (30)days prior thereto. Tenant agrees to procure and maintain, at its sole cost and expense, all other insurance which may be required for the operation of Tenant’s business in the Leased Premises. Such insurance companies must have a general policy rating of A- or better and a financial class of IX or better by A.M. Best Company, Inc., and a claims paying ability/financial strength rating of “A-” or better by S&P (each such insurer shall be referred to below as a “Qualified Insurer”). Notwithstanding the foregoing, Tenant shall be permitted to maintain the property and liability coverage with Kinsale Insurance Company (“Kinsale”), GuideOne National Insurance Company (“GuideOne”) and Atlantic Specialty Insurance Company (“Atlantic Specialty”) in their current capacity under the policies in place as of the date hereof, provided that the A.M. Best Company, Inc. ratings of Kinsale, GuideOne and Atlantic Specialty are not withdrawn or downgraded below the date hereof. In the event the A.M. Best Company, Inc. ratings of Kinsale, GuideOne and/or Atlantic Specialty are withdrawn or downgraded below their current rating, Tenant shall replace Kinsale, GuideOne and/or Atlantic Specialty with an insurance company or companies meeting the rating requirements set forth hereinabove. Tenant shall indemnify and defend Landlord from and against any and all claims, loss or damages which may be brought against, or suffered by, Landlord as a result of Tenant’s failure to procure and maintain adequate insurance pursuant to this Article 10.

Section1. Tenant agrees that this Lease shall be subordinate to any mortgages that may hereafter be placed upon the Leased Premises by Landlord and to any and all advances to be made thereunder, and to the interest thereon. Tenant further agrees that upon notification by Landlord to Tenant, this Lease shall be or become prior to any mortgages that may heretofore or hereafter be placed on the Leased Premises. Tenant’s obligations pursuant to this Article 17 with respect to any mortgage (other than the mortgage executed by Landlord in favor of Lender in connection with the Loan) are subject to and conditioned upon the full execution and delivery by any lender of Landlord, Landlord and Tenant of a subordination, non-disturbance and attornment agreement providing for the continuation of this Lease in the event of any transfer of the Leased Premises by means of a foreclosure sale, deed-in-lieu of foreclosure or other similar device, on the commercially reasonable standard form of such lender of Landlord, which form must be reasonably satisfactory in form and substance to Tenant.

Section4. This Lease and the Purchase Agreement contain all of the agreements of the parties as to the Leased Premises. All negotiations, considerations, representations and understandings between the parties are incorporated herein and in the Purchase Agreement. This Lease may be modified or altered only by agreement in writing between the parties.

Section2. Use Restrictions. Tenant shall not use the Leased Premises for the production, sale or storage of any Hazardous Substances and shall not use any Hazardous Substances on the Leased Premises, and shall not permit any Hazardous Substance to be disposed of from, in or on the Leased Premises, unless said Hazardous Substances are of the type normally produced, sold, stored, used or disposed of in connection with the business expressly hereby permitted to be carried on by Tenant in the Leased Premises, and are produced, sold, stored, used and disposed of in accordance in all material respects with all Environmental Laws. Subject to the foregoing, Tenant shall not permit any Hazardous Substances to be Released from, in or on the Leased Premises. Tenant shall obtain and maintain all licenses and permits, and shall maintain all material safety data sheets, with respect to such Hazardous Substances, which are required by any Environmental Regulation. Subject to Article 14, Landlord shall have the right to enter the Leased Premises to inspect the same for compliance with the provisions of this Article.

C.Plate glass insurance covering all plate glass in the Leased Premises. Tenant shall be and remain liable for the repair and restoration of all such plate glass.

Tenant shall not keep or do anything in the Leased Premises that will: (i)cause an increase in the rate of any insurance on the Building; (ii)violate the terms of any insurance coverage on the Building carried by Landlord or any other tenant; (iii)prevent Landlord from obtaining such policies of insurance acceptable to Landlord or any Mortgagee of the Building; or (iv)violate the rules, regulations or recommendations of Landlord’s insurers, loss prevention consultants, safety engineers, the National Fire Protection Association, or any similar body having jurisdiction over the Leased Premises. If Tenant does so, Tenant shall pay to Landlord upon demand the amount of any increase in any such insurance premium. In determining the cause of any increase in insurance premiums, the schedule or rate of the organization issuing the insurance or rating procedures shall be conclusive evidence of the items and charges which comprise the insurance rates and premiums on such property.

A.Tenant shall not make or cause to be made any alterations, additions, renovations, improvements or installations in or to the Leased Premises without Landlord’s prior consent, which such consent shall not be unreasonably withheld, unless Landlord reasonably determines that the proposed Alterations could (i)affect the exterior or common areas of the Building or adversely affect the Building’s structure or safety; (ii)adversely affect in any respect the electrical, plumbing, fire/life/safety or mechanical (including HVAC) systems of the Building or the functioning thereof; (iii)be or become visible from the exterior of the Leased Premises or the Building; or (iv)interfere with the operation of the Building or the provision of services or utilities to other tenants in the Building. Tenant shall in no event make or permit to be made any alterations, modification, substitution or other change to the mechanical, electrical, plumbing, HVAC and sprinkler systems within or serving the Leased Premises. If Landlord consents to any such alterations, additions, renovations, improvements or installations by Tenant, Landlord shall have the right (but not the obligation) in its sole discretion to manage or supervise such work and Tenant shall pay to Landlord a reasonable fee to reimburse Landlord for overhead and administrative costs and expenses incurred in connection with the management or supervision of such work by Landlord.

Tenant shall promptly pay all Persons furnishing labor, materials or services with respect to any work performed by Tenant on the Leased Premises. If any mechanic’s or other lien shall be filed against the Leased Premises or the Building by reason of work, labor, services or materials performed or furnished, or alleged to have been performed or furnished, to or for the benefit of Tenant, Tenant shall cause the same to be discharged of record or bonded to the satisfaction of Landlord within ten (10)days subsequent to the filing thereof. If Tenant fails to discharge or bond any such lien, Landlord, in addition to all other rights or remedies provided in this Lease, may bond said lien or claim (or pay off said lien or claim if it cannot with reasonable effort be bonded) without inquiring into the validity thereof and all expenses incurred by Landlord in so discharging said lien, including reasonable attorney’s fees, shall be paid by Tenant to Landlord as Additional Rent on ten (10)days’ demand.

The submission of this Lease by Landlord to Tenant for examination shall not constitute an offer to lease or a reservation of or option for the Leased Premises. Tenant’s execution of this Lease shall be deemed an offer by Tenant, but this Lease shall become effective only upon execution thereof by both parties and delivery thereof to Tenant.

the Original Leased Premises. Exhibit A attached hereto shows the outline of the Leased Premises and the approximate outline of the Expansion Premises (subject to re-measurement and/or approval of the Tenant’s Space Plan). It is understood and agreed by and between the parties hereto that commencing on the Expansion Date all of the terms and conditions of the Lease shall apply to the Expansion Premises as though the Expansion Premises were originally a portion of the Leased Premises. Commencing on the Expansion Date, the Floor Area of the Leased Premises shall be deemed to be eighteen thousand two hundred forty-four (18,244) square feet (subject to adjustment due to re-measurement and/or approval of the Tenant’s Space Plan).

4)Condition of the Leased Premises. Tenant agrees to retain possession of the Leased Premises and Storage Space in their respective current as-is condition; it being agreed that Landlord shall have no obligation to make any alterations or improvements thereto, or provide Tenant any allowance in lieu thereof.

(b) Effective as of the later of (i)January1, 2017 or (ii)the day after Landlord receives a permit for the Tenant Improvements (defined in Exhibit C), Tenant is granted a license to occupy and use the approximately 2,655 square feet of space on the fourteenth (14th) floor not contained in the Leased Premises (the “Temporary Premises”, as shown on the attached Exhibit A-3) free of charge while Landlord completes the Tenant Improvements. Tenant’s right to use the Temporary Premises is conditioned upon Tenant and Landlord conducting a “walk through” of the space and documenting its condition prior to Tenant’s occupancy. Tenant will take the Temporary Premises “as is”. Tenant must vacate the Temporary Premises, and return the Temporary Premises in the same condition as received, ordinary wear and tear excepted, and the license expires one day after substantial completion of the Tenant Improvements. If Tenant fails to vacate the Temporary Premises when required, Tenant shall pay Rent on its use of the Temporary Premises equal to 200% of the annual per square foot rate being charged for the Leased Premises. The terms of this Lease, except the obligation to pay Base Rent, applies to Tenant’s use of the Temporary Premises. Prior to Tenant’s entry into the Temporary Premises, Tenant must establish that it has obtained the insurance required and is in compliance with Section8.04 of this Lease.

Tenant shall have access to the Leased Premises and Building twenty-four (24)hours a day, seven (7)days a week, except in the event of an emergency. Landlord shall have the right to limit access to the Building after normal business hours; provided, Landlord shall have no responsibility to prevent, and shall not be liable to Tenant for, and shall be indemnified by Tenant against, liability and loss to Tenant, its agents, employees and visitors, arising out of losses due to theft, burglary and damage and injury to persons and property caused by persons gaining access to the Building or Leased Premises after normal business hours, and Tenant waives and releases Landlord from all liability relating thereto. Landlord expressly reserves the right, in its sole discretion, to temporarily or permanently change the location of, close, block and otherwise alter any entrances, corridors, skywalks, tunnels, doorways and walkways leading to or providing access to the Building or any part thereof and otherwise restrict the use of same provided such activities do not unreasonably impair Tenant’s access to or use of the Leased Premises. Landlord shall not incur any liability whatsoever to Tenant as a consequence thereof. Such activities shall not be deemed to be a breach of any of Landlord’s obligations hereunder. Landlord agrees to exercise good faith in notifying Tenant a reasonable time in advance of any alterations, modifications or other actions of Landlord under this Section. Landlord shall use commercially reasonable efforts to minimize any interference with Tenant’s business and operations in connection with any such alterations, modifications or other actions.

(a) Unless otherwise expressly stipulated herein, Landlord shall be required to maintain and keep in good repair, as determined by Landlord in its reasonable discretion, the following portions of the Building: parking lots, indoor and outdoor lighting including parking lot lighting facilities, driveways, sidewalks, fences, all structural portions (including but not limited to foundations, roof, windows with regard to settling issues but not breakage, walls and floors), heating ventilation and air conditioning systems, and all electrical water, plumbing and other utility equipment connections and facilities servicing the Building and the Leased Premises including the mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the Building in general and the Leased Premises. Landlord shall perform only routine maintenance for Building-standard leasehold improvements in the Leased Premises. Maintenance of non-Building standard leasehold improvements, and repairs to Building-standard leasehold improvements necessitated by acts or omissions of Tenant or Tenant’s employees, agents, contractors or invitees, will at Tenant’s written request (which request may be made by electronic mail), be performed by Landlord at Tenant’s expense, at a cost or charge equal to the costs incurred in such maintenance plus an additional charge of ten percent (10%). Notwithstanding any provisions of this Lease to the contrary, all repairs, alterations or additions to the base Building and its systems (as opposed to those involving only Tenant’s leasehold improvements), and all repairs, alterations and additions to Tenant’s non-Building standard leasehold improvements which affect the Building’s structural components or major mechanical, electrical or plumbing systems, made by, for or on behalf of Tenant and any other tenants in the Building shall be made by Landlord or its contractor only, and, if on behalf of Tenant (with respect to Tenant’s non-Building standard leasehold improvements), shall be paid for by Tenant in an amount equal to Landlord’s costs plus tenpercent(10%). Landlord shall not be liable to Tenant, except as expressly provided in this Lease, for any damage or inconvenience, and Tenant shall not be entitled to any abatement or reduction of rent by reason of any repairs, alterations or additions made by Landlord under this Lease.

(a) Except as approved by Landlord or provided otherwise in this Lease, Tenant does not have the right to make repairs or provide maintenance to the Leased Premises. All repairs and maintenance are to be provided by Landlord.

(b) Landlord will provide notice to Tenant within 60 days after the date of any casualty as to its decision to either terminate this Lease or repair the Leased Premises. The notice will provide Landlord’s reasonable estimate as to whether the repair and restoration can be completed within one hundred eighty (180)days after the date of the casualty. In the event Landlord’s notice provides that completion will take more than one hundred eighty (180)days after the date of the casualty, Tenant has the right to terminate this Lease, provided that Tenant must deliver notice of its election to terminate within 10 business days after receipt of Landlord’s notice. If Tenant fails to deliver the notice in the time period specified above, Tenant is deemed to have waived its right to terminate. From the date of the casualty until completion, Rent is abated in proportion to the portions of the Leased Premises, if any, which are untenantable.

(r) Landlord shall include Tenant’s name and suite number on (i)the Building directory(ies) located inside the Building, and (ii)a Building-standard suite sign to be located at the entrance to the Leased Premises. For Tenant’s initial listing, the cost of such directory(ies) and suite signage shall be Landlord’s responsibility. Any subsequent changes to directory(ies) and suite signage requested by Tenant shall be paid for by Tenant within ten (10)days of receipt of Landlord’s invoice therefor.

8) Tenant’s Access to Leased Premises. Landlord shall permit Tenant and its agents reasonable access to the Leased Premises during normal business hours at least two (2)weeks prior to the Commencement Date for the purpose of installing telephone and computer cabling and equipment and fixtures. Tenant’s right to install equipment and fixtures does not include a general right to move personal property into the Leased Premises before the Leased Premises is inspected for purposes of obtaining a certificate of occupancy. Therefore the right to install equipment and fixtures only is granted to the extent the installation does not interfere or hinder Landlord’s ability to obtain a certificate of occupancy for the Leased Premises. Tenant’s entry of the Leased Premises for installation shall not constitute acceptance of the Leased Premises nor Tenant’s acknowledgment of the Commencement Date of the Lease, unless Tenant commences the operation of any portion of its business therein. This right Page 27 Two Hannover Square of entry onto the Leased Premises is a license from Landlord to Tenant and is subject to revocation in the event that Tenant or its employees, contractors or agents indirectly or directly causes or is the cause of any code or governmental violation, labor dispute, delay or damage or otherwise becomes in default of any term, covenant or condition of this Lease as provided in Section9.02. Prior to Tenant’s access, Tenant shall demonstrate to Landlord that it has obtained the insurance required and is in compliance with Section8.04 of the Lease. Tenant’s early access shall be subject to the Section8.05 of the Lease (Hold Harmless) and Section8.06 of the Lease (Waiver of Subrogation Rights). Therefore, Tenant agrees to assume all risk of loss or damage to any telephone and computer cabling, equipment and fixtures installed pursuant to this provision and to indemnify and hold Landlord, its contractors, employees or agents harmless for any damage or injury indirectly or directly caused by Tenant’s entry.

(1) The sidewalks, walks, plaza entries, corridors, concourses, ramps, staircases, escalators and elevators shall not be obstructed or used by Tenant, or the employees, agents, servants, visitors or licensees of Tenant, for any purpose other than ingress and egress to and from the Leased Premises. No motorcycle shall be brought into the Building or kept on the Leased Premises without the prior written consent of Landlord. Bicycles may be brought into the Building and Leased Premises provided (i)Tenant must use the service elevator for the Building for access to the Building and Leased Premises and (ii)Tenant shall indemnify and hold harmless Landlord, its members, managers, agents, employees, and other tenants in the Building, from all loss, costs, expense, liability or damages incurred by Tenant due to its bicycles in the Building or Leased Premises.

(7) Tenant shall not place, or cause or allow to be placed, any sign or lettering whatsoever, in or about the Leased Premises except in and at such places as may be designated by Landlord and consented to by Landlord. All lettering and graphics on corridor doors and walls shall conform to the Building standard prescribed by Landlord. No trademark shall be displayed on corridor doors and walls in any event, except on any floor fully leased by Tenant. Tenant may display trademarks on interior walls and doors of the Leased Premises. Landlord shall provide and maintain an alphabetical directory board in the ground floor lobby of the Building.

(13) Tenant shall not mark, paint, drill into or in any way deface any part of the Building or the Leased Premises. No boring, driving of nails or screws, cutting or stringing of wires shall be permitted, except with the prior written consent of Landlord, and as Landlord may direct. Tenant shall not install coat hooks or identification plates on doors nor any resilient tile or similar floor covering in the Leased Premises except with the prior written approval of Landlord. The use of cement or other similar adhesive material is expressly prohibited.

Premises. Landlord may at all times keep a pass key to the Leased Premises. All entrance doors to the Leased Premises shall be left locked when the Leased Premises are not in use. Tenant has the right at its cost and expense to install a security system at the Leased Premises, provided (i)Tenant obtains Landlord’s written approval (which approval is not unreasonably withheld or delayed) to the specific security system to be installed prior to installation; (ii)the security system is compatible with and able to tie into the security access system for the Building; and (iii)Landlord is given the access codes for the system. If Tenant installs a security system, Tenant must remove the system and any related equipment, wiring or cabling and restore the area from which the removal occurred at its cost, upon the termination or expiration of the Lease.

“Market Base Rent Rate” means the annual rental rate then being charged in the greater downtown Raleigh, North Carolina sub-market, as reasonably determined by Landlord, for space comparable to the space for which the Market Base Rent Rate is being determined (taking into consideration, but not limited to, use, location and floor level within the applicable building, definition of rentable area, leasehold improvements provided, quality and location of the applicable building, rental concessions such as abatements or Lease assumptions) and the time the particular rate under consideration became effective), and in no event less than then Rent per square foot for the Leased Premises. It is agreed that bona fide written offers to lease the Leased Premises or comparable space made to Landlord by third parties (at arm’s-length) may be used by Landlord as an indication of Market Base Rent Rate.

Tenant expects that it will need an additional [***] parking spaces based upon its planned occupancy and use of the Leased Premises. Landlord will assist Tenant, to the extent it is able, in Tenant’s quest to find additional parking in the downtown Raleigh area. Landlord’s assistance may include providing Tenant with contact information for potential parking or other assistance as Landlord is able and is commercially reasonable.

4(e)(vii)Landlord’s Right to Perform. At all reasonable times which are not unduly inconvenient to the Tenant, the Landlord has the right to enter and view the conditions or state of repair of the Leased Premises. If the Tenant shall fail to make any of the repairs required by any of the provisions of sections 4(e)(i) to 4(e)(vii) inclusive hereof, or any other section of the Lease, or to commence the performance of any of its obligations thereunder within ten business (10)days after notice to the Tenant by the Landlord or any shorter period of time required by any mortgage affecting the Premises, the Landlord shall have the right (but not the obligation) to make any such repairs, replacements or perform maintenance work or any other work required of the Tenant pursuant to the above noted sections or any other section of this Lease and charge the actual cost and if the Landlord has performed the work plus 15% of such cost representing the Landlord’s administrative and overhead charges and such total cost shall be paid by the Tenant to the Landlord as Additional Rent within 15 days of invoicing by the Landlord.

4(m) The Tenant must comply with all provisions of law including without limitation, federal and provincial legislative enactment, building by-laws, and any other governmental or municipal regulations which relate to the partitioning, equipment, operation and use of the Leased Premises, and to the making of any repairs, replacements, alterations, additions, changes, substitutions or improvements of or to the Leased Premises. The Tenant must also comply with all police, fire and sanitary regulations imposed by any federal, provincial or municipal authorities or made by fire insurance underwriters, and to observe and obey all governmental and municipal regulations and other requirements governing the conduct of any business conducted in the Leased Premises. Provided that in default of the Tenant so complying, the Landlord may, at its option, where possible, comply with any such requirement and the cost of such compliance shall be payable by the Tenant to the Landlord as Additional Rent and the Landlord may enforce payment thereof as rent in arrears.

1.1 The leased premises shall consist of 12,652 rentable square feet of laboratory and office space (“Leased Premises”) as measured from outside of exterior walls to centerline of common walls, together with the right to use all common areas all as shown on Attachment A of this Lease Agreement, along with all improvements to be constructed thereon by the Landlord for the use of the Tenant, and all easements, tenements, appurtenances, hereditaments, rights and privileges appurtenant thereto, and any and all fixtures and equipment which currently exist or are to be installed in the Leased Premises by the Landlord for the use of the Tenant in its occupancy of the Leased Premises. Tenant shall also have the right to use all common areas (“Common Areas”) defined as those areas and facilities of the Office Park which are available for the use of tenants of the Building in common with Landlord, including parking areas, pedestrian walkways, and landscaped areas in the Office Park. Tenant may use all Common Areas only for their intended purposes. Landlord shall have exclusive control of all Common Areas at all times and may make such changes to the Common Areas as Landlord deems appropriate, provided that Landlord shall maintain the Common Areas in a condition comparable to existing conditions as the date of signing and use commercially reasonable efforts to minimize disruption of Tenant’s use and occupancy of the Leased Premises or Common Areas.

The Tenant shall have the right to use its pro rata share of the parking spaces in the lot serving the Building on an unreserved basis in common with other tenants of the Building. The Landlord and Tenant mutually agree that they will not block, hinder or otherwise obstruct the access driveways and parking areas so as to impede the free flow of vehicular traffic on the property. In connection with the use of the loading platforms, if any, Tenant agrees that it will not use the same so as to unreasonably interfere with the use of the access driveways and parking areas. Tenant shall not park or store trailers or other vehicles on any portion of the access driveways or parking areas, and may not utilize any portion of the land, Office Park, or Building outside of the Leased Premises for any purpose without the prior written consent of Landlord; provided, however, Tenant shall have the right to install and use a generator outside the Building in a location reasonably designated by Tenant and reasonably approved by Landlord and subject to Cranbury Township approval to serve the Leased Premises. Subject to the reasonable approval by Landlord as to the location thereof and subject to Cranbury Township approval, Tenant shall also have the right, at its expense, to locate, install and maintain HVAC and other equipment on the roof of the Building at no additional rent provided such equipment is installed within the roof screens and conforms to applicable codes.

7.2 The Tenant shall, at its own cost and expense, pay all utility charges, including telephone and cable service, and to the extent provided in Section7.4, gas and electric, servicing the Leased Premises. Landlord shall have the option, at Landlord’s sole cost, to install, at its own cost, separate water meter and invoice Tenant directly for its water/sewer usage. Tenant shall not store any items outside the Leased Premises, and shall deliver its garbage and recyclables to the central receiving area on the lot. Tenant shall dispose of all hazardous/medical waste with an approved hauler at its own cost and in compliance with all applicable laws, ordinances or rules and regulations.

Tenant agrees that it shall not encumber, or permit to be encumbered; the Leased Premises or the fee thereof by any lien, charge or encumbrance through Tenant, its agents, employees, contractors or subcontractors, and Tenant shall have no authority to mortgage or hypothecate this Lease in any way whatsoever. Any violation of this Paragraph shall be considered a breach of this Lease after the expiration of applicable notice and cure periods. Tenant promptly shall pay for any labor, services, materials, supplies or equipment furnished to Tenant in or about the Leased Premises. Tenant shall keep the Leased Premises and the Office Park free from any liens arising out of any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to Tenant. Tenant shall take all steps permitted by law in order to avoid the imposition of any such lien. Should any such lien or notice of such lien be filed against the Leased Premises or the Office Park, Tenant shall discharge the same by bonding or otherwise, within 15 days after Tenant has notice from Landlord that the lien or claim is filed regardless of the validity of such lien or claim.

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