Exhibit 10.16


 


OFFICE
LEASE


 


THIS OFFICE
LEASE is made and entered into as of October 5, 2015, by and between GROVE II LLC, a Missouri limited liability company ("Landlord"),
and ECLAT PHARMACEUTICALS LLC, a Delaware limited liability company ("Tenant").


 


ARTICLE
1 - LEASE OF PREMISES


 


Section
1.01. Basic Lease Provisions and Definitions.


 


(a)          Leased
Premises (shown outlined on Exhibit A attached hereto): Suite 200 of the building located at 16640 Chesterfield
Grove Road, Chesterfield, Missouri 63005 (the "Building").


 


(b)          Rentable
Area: approximately 12,000 rentable square feet. The Rentable Area includes the square footage within the Leased Premises plus
a pro rata portion of the square footage of the common areas within the Building, as reasonably determined by Landlord.


 


(c)          Tenant's
Proportionate Share: 35.39%.


 


(d)          Lease
Term: Five (5) years.


 


(e)          Target
Commencement Date: November 2, 2015


 


(f)          Minimum
Annual Rent & Monthly Rental Installment:


 


	Period	 	Minimum Annual Rent/RSF	 	 	Monthly Rental Installment	 
	Year 1	 	$	23.50	/RSF	 	$	23,500.00	 
	Year 2	 	$	24.00	/RSF	 	$	24,000.00	 
	Year 3	 	$	24.50	/RSF	 	$	24,500.00	 
	Year 4	 	$	25.00	/RSF	 	$	25,000.00	 
	Year 5	 	$	25.50	/RSF	 	$	25,500.00	 



 


(g)          Base
Year (for Operating Expenses): Calendar Year 2016.


 


(h)          Security
Deposit: $47,000.00.


 


(i)          Permitted
Use: General office purposes.


 


(j)          Broker(s):
Steve Rees, Jamestown Development, Inc., representing Tenant and none representing Landlord.


 


(k)          Address
for notices and payments are as follows:


 


	Landlord:	Grove II LLC
	 	540 Maryville Centre Drive, Suite 340
	 	St. Louis, MO  63141
	 	 
	Tenant:	Eclat Pharmaceuticals LLC
	(prior to occupancy)	702 Spirit 40 Park Dr #108
	 	Chesterfield, Missouri 63005


 




     


     


    

  


	Tenant:	Eclat Pharmaceuticals LLC
	(following occupancy)	16640 Chesterfield Grove Road, Suite 200
	 	Chesterfield, Missouri 63005


 


	(1)	Guarantor:	Flamel Technologies SA
	 	 	16640 Chesterfield Grove Road, Suite 200
	 	 	Chesterfield, Missouri 63005


 


EXHIBITS


Exhibit A - Leased Premises


Exhibit B - Tenant Improvements


Exhibit
C - Letter of Understanding


Exhibit
D - Rules and Regulations


 


Section
1.02. Lease of Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord 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.


 


ARTICLE
2 - TERM AND POSSESSION


 


Section
2.01. Term. The Lease Term shall commence as of the date (the "Commencement Date") that Substantial Completion
(as defined in Exhibit B hereto) of the Tenant Improvements (as defined in Section 2.02 below) occurs.


 


Section
2.02. Construction of Tenant Improvements. Landlord, at Landlord’s cost, shall construct and install all leasehold
improvements to the Leased Premises (collectively, the "Tenant Improvements") in accordance with Exhibit B
attached hereto and made a part hereof.


 


Section
2.03. Surrender of the Premises. Upon the expiration or earlier termination of this Lease, Tenant shall, at its sole
cost and expense, immediately (a) surrender the Leased Premises to Landlord in broom-clean condition and in good order, condition
and repair, (b) remove from the Leased Premises (i) Tenant's Property (as defined in Section 8.01 below), and (ii) any
alterations required to be removed pursuant to Section 7.03 below, and (c) repair any damage caused by any such removal
and restore the Leased Premises to the condition existing upon the Commencement Date, reasonable wear and tear excepted. All of
Tenant's Property that is not removed within ten (10) days following Landlord's written demand therefor shall be conclusively
deemed to have been abandoned and Landlord shall be entitled to dispose of such property at Tenant's cost without incurring any
liability to Tenant. This Section 2.03 shall survive the expiration or any earlier termination of this Lease.


 


Section
2.04. Holding Over. If Tenant retains possession of the Leased Premises after the expiration or earlier termination
of this Lease, Tenant shall be a tenant at sufferance at two hundred percent (200%) of the Monthly Rental Installment and Annual
Rental Adjustment (as hereinafter defined) for the Leased Premises in effect upon the date of such expiration or earlier termination,
and otherwise upon the terms, covenants and conditions herein specified, so far as applicable. Acceptance by Landlord of rent
after such expiration or earlier termination shall not result in a renewal of this Lease, nor shall such acceptance create a month-to-month
tenancy. In the event a month-to-month tenancy is created by operation of law, either party shall have the right to terminate
such month-to-month tenancy upon thirty (30) days' prior written notice to the other, whether or not said notice is given on the
rent paying date. This Section 2.04 shall in no way constitute a consent by Landlord to any holding over by Tenant upon
the expiration or earlier termination of this Lease, nor limit Landlord's remedies in such event.


 




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ARTICLE
3 - RENT


 


Section
3.01. Base Rent. Tenant shall pay to Landlord the Minimum Annual Rent in the Monthly Rental Installments in advance,
without demand, deduction or offset, on the Commencement Date and on or before the first day of each and every calendar month
thereafter during the Lease Term. The Monthly Rental Installments for partial calendar months shall be prorated.


 


Section
3.02. Annual Rental Adjustment Definitions.


 


(a)          "Annual
Rental Adjustment" shall mean the amount of Tenant's Proportionate Share of Operating Expenses for a particular calendar
year.


 


(b)          "Operating
Expenses" shall mean the amount of all of Landlord's costs and expenses paid or incurred in operating, repairing, replacing
and maintaining the Building and the Common Areas in good condition and repair for a particular calendar year (including all additional
costs and expenses that Landlord reasonably determines that it would have paid or incurred during such year if the Building had
been fully occupied), including by way of illustration and not limitation, the following: all property taxes (real and personal),
ad valorem taxes, and non-ad valorem taxes; all assessment (including levy district assessments) related to the Building and underlying
property; insurance premiums and deductibles; water, sewer, electrical, gas and other utility charges other than the separately
billed electrical and other charges paid by Tenant or other tenants in the Building; capital improvements to the extent necessary
to comply with applicable law or which reduce any component cost of the Operating Expenses; service and other charges incurred
in the repair, replacement, operation and maintenance of the elevators and the heating, ventilation and air-conditioning
system; costs associated with providing fitness and/or conference facilities, if any; cleaning and other janitorial services;
tools and supplies; repair costs; landscape maintenance costs; access patrols; license, permit and inspection fees; management
fees; administrative fees (not to exceed 10% of the Operating Expense excluding such fee); supplies, costs, wages and related
employee benefits payable for the management, maintenance and operation of the Building; maintenance, repair and replacement of
the driveways, parking and sidewalk areas (including snow and ice removal), landscaped areas, and lighting; maintenance and repair
costs, dues, fees and assessments incurred under any covenants, trust indentures or charged by any owners association;
and expenses incurred by Landlord related to disputes of any of the foregoing. The cost of any Operating Expenses that are capital
in nature shall be amortized over the useful life of the improvement (as reasonably determined by Landlord), and only the amortized
portion shall be included in Operating Expenses.


 


(c)          "Tenant's
Proportionate Share of Operating Expenses" shall mean an amount equal to the product of Tenant's Proportionate Share
multiplied by the difference of the Operating Expenses for the applicable calendar year minus the Operating Expenses for the Base
Year; provided that such amount shall not be less than zero. All Operating Expenses shall be calculated by Landlord in accordance
with generally accepted accounting principles, consistently applied.


 


Section
3.03. Payment of Additional Rent.


 


(a)          Any
amount required to be paid by Tenant hereunder (in addition to Minimum Annual Rent) and any charges or expenses incurred by Landlord
on behalf of Tenant under the terms of this Lease, except for the Tenant Improvements set forth in Section 2.02, shall be considered
"Additional Rent" payable in the same manner and upon the same terms and conditions as the Minimum Annual Rent reserved
hereunder, except as set forth herein to the contrary. Any failure on the part of Tenant to pay such Additional Rent when and
as the same shall become due shall entitle Landlord to the remedies available to it for non-payment of Minimum Annual Rent.


 




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(b)          In
addition to the Minimum Annual Rent specified in this Lease, commencing on January 1, 2017, Tenant shall pay to Landlord as Additional
Rent for the Leased Premises, in each calendar year or partial calendar year thereafter during the Lease Term, an amount equal
to the Annual Rental Adjustment for such calendar year. Landlord shall estimate the Annual Rental Adjustment annually, and written
notice thereof shall be given to Tenant prior to the beginning of each calendar year. Tenant shall pay to Landlord each month,
at the same time the Monthly Rental Installment is due, an amount equal to one-twelfth (1/12) of the estimated Annual Rental Adjustment.
If Operating Expenses increase during a calendar year, Landlord may increase the estimated Annual Rental Adjustment during such
year by giving Tenant written notice to that effect, and thereafter Tenant shall pay to Landlord, in each of the remaining months
of such year, an amount equal to the amount of such increase in the estimated Annual Rental Adjustment divided by the number of
months remaining in such year. Within a reasonable time after the end of each calendar year, Landlord shall prepare and deliver
to Tenant a statement showing the actual Annual Rental Adjustment. Within thirty (30) days after receipt of the aforementioned
statement, Tenant shall pay to Landlord, or Landlord shall credit against the next rent payment or payments due from Tenant, as
the case may be, the difference between the actual Annual Rental Adjustment for the preceding calendar year and the estimated
amount paid by Tenant during such year. This Section 3.03 shall survive the expiration or any earlier termination of this
Lease.


 


Section 3.04.
Late Charges. Tenant acknowledges that Landlord will incur certain additional unanticipated administrative and legal costs
and expenses if Tenant fails to pay timely any payment required hereunder. Therefore, in addition to the other remedies available
to Landlord hereunder, if any payment required to be paid by Tenant to Landlord hereunder shall become overdue, such unpaid amount
shall bear interest from the due date thereof to the date of payment at the prime rate of interest, as reported in the Wall Street
Journal (the "Prime Rate") plus six percent (6%) per annum.


 


ARTICLE
4 - SECURITY DEPOSIT


 


Upon execution
and delivery of this Lease by Tenant, Tenant shall deposit the Security Deposit with Landlord as security for the performance
by Tenant of all of Tenant's obligations contained in this Lease. In the event of a Default by Tenant, Landlord may apply all
or any part of the Security Deposit to cure all or any part of such Default; provided, however, that any such application by Landlord
shall not be or be deemed to be an election of remedies by Landlord or considered or deemed to be liquidated damages. Tenant agrees
promptly, upon demand, to deposit such additional sum with Landlord as may be required to maintain the full amount of the Security
Deposit. All sums held by Landlord pursuant to this Article 4 shall be without interest and may be commingled by Landlord.
At the end of the Lease Term, provided that there is then no uncured default or any repairs required to be made by Tenant pursuant
to Section 2.03 above or Section 7.03 below, Landlord shall return the Security Deposit to Tenant within thirty
(30) days following the end of the Lease Term. If any amounts are deducted from the Security Deposit due to repairs performed
by Landlord, an accounting of such repairs and copies of any related invoices shall be provided to Tenant within thirty (30) days
of the termination of this Lease.


 


ARTICLE
5 - OCCUPANCY AND USE


 


Section
5.01. Use. Tenant shall use the Leased Premises for the Permitted Use and for no other purpose without the prior written
consent of Landlord.


 




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Section
5.02. Covenants of Tenant Regarding Use.


 


(a)          Tenant
shall (i) use and maintain the Leased Premises and conduct its business thereon in a safe, careful, reputable and lawful manner,
(ii) comply with all covenants that encumber the Building and all laws, rules, regulations, orders, ordinances, directions and
requirements of any governmental authority or agency, now in force or which may hereafter be in force, including, without limitation,
those which shall impose upon Landlord or Tenant any duty with respect to or triggered by a change in the use or occupation of,
or any improvement or alteration to, the Leased Premises, and (iii) comply with and obey all reasonable directions, rules and
regulations of Landlord, including the Building Rules and Regulations attached hereto as Exhibit D and made a part
hereof, as may be modified from time to time by Landlord on reasonable notice to Tenant.


 


(b)          Tenant
shall not do or permit anything to be done in or about the Leased Premises that will in any way cause a nuisance, obstruct or
interfere with the rights of other tenants or occupants of the Building or injure or annoy them. Landlord shall not be responsible
to Tenant for the non-performance by any other tenant or occupant of the Building of any of Landlord's directions, rules and regulations,
but agrees that any enforcement thereof shall be done uniformly. Tenant shall not use the Leased Premises, nor allow the Leased
Premises to be used, for any purpose or in any manner that would (i) invalidate any policy of insurance now or hereafter carried
by Landlord on the Building, or (ii) increase the rate of premiums payable on any such insurance policy unless Tenant reimburses
Landlord for any increase in premium charged.


 


Section
5.03. Parking. Tenant may utilize up to a maximum of 36 parking spaces in the parking lot adjacent to the Building
at no additional cost to Tenant. Only one (1) vehicle shall be parked in each space at any one time.


 


Section
5.04. Landlord's Rights Regarding Use. Without limiting any of Landlord's rights specified elsewhere in this Lease
(a) Landlord shall have the right at any time, without notice to Tenant, to control, change or otherwise alter the Common Areas
in such manner as it deems necessary or proper, so long as Tenant at all times has reasonable rights of access to the Demised
Premises, and (b) Landlord, its agents, employees and contractors and any mortgagee of the Building shall have the right to enter
any part of the Leased Premises at reasonable times upon reasonable notice (except in the event of an emergency where no notice
shall be required) for the purposes of examining or inspecting the same (including, without limitation, testing to confirm Tenant's
compliance with this Lease), showing the same to prospective purchasers, mortgagees or tenants (but, with respect to prospective
tenants, only during the last year of the Lease Term), and making such repairs, alterations or improvements to the Leased Premises
or the Building as Landlord may deem necessary or desirable, provided, however, that any such repairs, alterations or improvements
shall be performed in a manner calculated to minimize, to the extent practical, the impact on Tenant’s business operations.
Landlord shall incur no liability to Tenant for such entry, nor shall such entry constitute an eviction of Tenant or a termination
of this Lease, or entitle Tenant to any abatement of rent therefor.


 




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ARTICLE
6 - UTILITIES AND OTHER BUILDING SERVICES


 


Section
6.01. Services to be Provided. Provided Tenant is not in default, Landlord shall furnish to Tenant, except as noted
below, the following utilities and other services to the extent reasonably necessary for Tenant's use of the Leased Premises for
the Permitted Use, or as may be required by law or directed by governmental authority:


 


(a)          Electricity,
heating, ventilation and air-conditioning between the hours of 7:00 a.m. and 6:00 p.m. Monday through Friday and 7:00 a.m. to
1:00 p.m. on Saturday of each week except on legal holidays;


 


(b)          Elevator
service;


 


(c)          Water
in the Common Areas for lavatory and drinking purposes;


 


(d)          Cleaning
and janitorial service in the Leased Premises and Common Areas on Monday through Friday of each week except legal holidays; provided,
however, Tenant shall be responsible for carpet cleaning other than routine vacuuming; and


 


(e)          Maintenance
of the Common Areas.


 


Section
6.02. Additional Services.


 


(a)          If
Tenant requests utilities or building services in addition to those identified above, or if (i) Tenant uses any of the above utilities
or services in frequency, scope, quality or quantity substantially greater than that which Landlord determines is used by other
commercial office tenants in the Building (measured proportionately based on space), and (ii) Landlord provides written notice
thereof to Tenant, then Landlord shall use reasonable efforts to attempt to furnish Tenant with such additional utilities or services.
In the event Landlord is able to and does furnish such additional utilities or services, the costs thereof (which shall be deemed
to mean the cost that Tenant would have incurred had Tenant contracted directly with the utility company or service provider)
shall be borne by Tenant, who shall reimburse Landlord monthly for the same as Additional Rent. Landlord shall also have the right
to submeter or separately meter the Leased Premises at Tenant’s sole cost, and Tenant shall pay such utilities based on
the submeter or separate meter; provided, however, no such additional submeter or separate meter shall be installed if the costs
of installation thereof exceeds $1,000.00 unless the Tenant has provided its prior written consent to such installation.


 


(b)          If
any lights, density of staff, machines or equipment used by Tenant in the Leased Premises materially affect the temperature otherwise
maintained by the Building's air-conditioning system or generate substantially more heat in the Leased Premises than that which
would normally be generated by commercial office tenants in the Building using comparable sized space, then Landlord shall have
the right to install any machinery or equipment that Landlord considers reasonably necessary in order to restore the temperature
balance between the Leased Premises and the rest of the Building, including, without limitation, equipment that modifies the Building's
air-conditioning system. All costs expended by Landlord to install any such machinery and equipment and any additional costs of
operation and maintenance in connection therewith shall be borne by Tenant, who shall reimburse Landlord for the same as provided
in this Section 6.02. Prior to installing any such machinery or equipment, Landlord must provide Tenant with written notice
of its intent to install such equipment, and a period not less than thirty (30) days in which Tenant may attempt to cure the deficient
temperature balance.


 




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(c)          If
Tenant uses the HVAC outside of those hours listed in Section 6.01, Landlord shall bill Tenant monthly for "After
Hours" use of HVAC at the rate of $100.00 per hour of usage.


 


Section
6.03. Interruption of Services. No interruption or malfunction of any of the services to be furnished by Landlord hereunder
shall constitute an eviction or disturbance of Tenant's use and possession of Leased Premises, or a breech by Landlord of any
of its obligations hereunder, or render Landlord liable for damages or entitle Tenant to be relieved of any of its obligations
hereunder (including obligation to pay Rent) or grant Tenant any right of set-off or recoupment. In the event of any such interruption
or malfunction of such services, however, Landlord agrees to use reasonable diligence to restore such service.


 


ARTICLE
7 - REPAIRS, MAINTENANCE AND ALTERATIONS


 


Section
7.01. Repair and Maintenance of Building. Landlord shall make all necessary repairs and replacements to the roof, exterior
walls, exterior doors, windows, corridors and other Common Areas, and Landlord shall keep the Building in a clean and neat condition
and use reasonable efforts to keep all equipment used in common with other tenants in good condition and repair. The cost of such
repairs, replacements and maintenance shall be included in Operating Expenses to the extent provided in Section 3.02; provided
however, to the extent any such repairs, replacements or maintenance are required because of the negligence, misuse or default
of Tenant, its employees, agents, contractors, customers or invitees, Landlord shall make such repairs at Tenant's sole expense.


 


Section
7.02. Repair and Maintenance of Leased Premises. Landlord shall keep and maintain the Leased Premises in good condition
and repair. The cost of such repairs and maintenance to the Leased Premises shall be included in Operating Expenses; provided
however, to the extent any repairs or maintenance are required in the Leased Premises because of the negligence, misuse or default
of Tenant, its employees, agents, contractors, customers or invitees or are made at the specific request of Tenant, Landlord shall
make such repairs or perform such maintenance at Tenant's sole expense. Notwithstanding the above, Tenant shall be solely responsible
for any repair or replacement with respect to Tenant's Property (as defined in Section 8.01 below) located in the Leased
Premises. Nothing in this Article 7 shall obligate Landlord or Tenant to repair normal wear and tear to any paint, wall
covering or carpet in the Leased Premises.


 


Section
7.03. Alterations. Tenant shall not permit alterations in or to the Leased Premises unless and until Landlord has approved
the plans therefor in writing. As a condition of such approval, Landlord may require Tenant to remove the alterations and restore
the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord's option become a part of
the realty and the property of Landlord, and shall not be removed by Tenant. Tenant shall ensure that all alterations shall be
made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal
to or better than the original construction of the Building. No person shall be entitled to any lien derived through or under
Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute
Landlord's consent to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been
done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record within
thirty (30) days after filing; provided, however, that Tenant may in good faith contest the same by appropriate legal proceedings
so long as a bond or other security covering the amount of the lien is furnished to Landlord. Tenant shall indemnify Landlord
from all costs, losses, expenses and reasonable attorneys' fees in connection with any construction or alteration and any related
lien; provided, however, that the foregoing indemnity shall not apply to with respect to the construction of the Tenant Improvements.


 




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ARTICLE
8 - INDEMNITY AND INSURANCE


 


Section 8.01.
Release. All of Tenant's trade fixtures, equipment, inventory and all other personal property in or about the Leased Premises,
the Building or the Common Areas, which is deemed to include the trade fixtures, equipment, inventory and personal property of
others located in or about the Leased Premises or Common Areas at the invitation or direction of Tenant (all of which property
shall be referred to herein, collectively, as "Tenant's Property"), shall be and remain at Tenant's sole risk. Landlord
shall not be liable to Tenant or to any other person for, and Tenant hereby releases Landlord from (a) any and all liability for
theft or damage to Tenant's Property (except to the extent of the contributory negligence or willful misconduct of Landlord, its
agents, employees or contractors), and (b) any and all liability for any injury to Tenant or its employees, agents, contractors,
guests and invitees in or about the Leased Premises, the Building or the Common Areas, except to the extent caused directly by
the negligence or willful misconduct of Landlord, its agents, employees or contractors. Nothing contained in this Section 8.01
shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between
the provisions of Section 8.06 below and this Section 8.01, the provisions of Section 8.06 shall prevail.
This Section 8.01 shall survive the expiration or earlier termination of this Lease.


 


Section 8.02.
Indemnification by Tenant. Tenant shall protect, defend, indemnify and hold Landlord, its agents, employees and contractors
harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses, and expenses (including
reasonable attorneys' fees and expenses at the trial and appellate levels) to the extent (a) arising out of or relating to any
act, omission, negligence, or willful misconduct of Tenant or Tenant's agents, employees, contractors, customers or invitees in
or about the Leased Premises, the Building or the Common Areas, (b) arising out of or relating to any of Tenant's Property, or
(c) arising out of any other act or occurrence within the Leased Premises, in all such cases except to the extent caused directly
by the negligence or willful misconduct of Landlord, its agents, employees or contractors. This Section 8.02 shall survive
the expiration or earlier termination of this Lease.


 


Section 8.03.
Indemnification by Landlord. Landlord shall protect, defend, indemnify and hold Tenant, its agents, employees and contractors
harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses and expenses (including
reasonable attorneys' fees and expenses at the trial and appellate levels) to the extent arising out of or relating to any act,
omission, negligence or willful misconduct of Landlord or Landlord's agents, employees or contractors, customers or invitees in
or about the Leased Premises, the Building or the Common Areas. This Section 8.03 shall survive the expiration or earlier
termination of this Lease.


 


Section 8.04.
Tenant's Insurance. During the Lease Term (and any period of early entry or occupancy or holding over by Tenant, if applicable),
Tenant shall maintain the following types of insurance, in the amounts specified below:


 


(a)          Liability
Insurance. Commercial General Liability Insurance (which insurance shall not exclude blanket contractual liability, broad
form property damage, personal injury, or fire damage coverage) covering the Leased Premises and Tenant's use thereof against
claims for bodily injury or death and property damage, which insurance shall provide coverage on an occurrence basis with a per
occurrence limit of not less than $1,000,000, for each policy year, which limits may be satisfied by any combination of primary
and excess or umbrella per occurrence policies.


 


(b)          Property
Insurance. Special Form Insurance (which insurance shall not exclude flood or earthquake) in the amount of the full replacement
cost of Tenant's Property and betterments (including alterations or additions performed by Tenant pursuant hereto, but excluding
those improvements, if any, made pursuant to Section 2.02 above), which insurance shall include an agreed amount endorsement
waiving coinsurance limitations.


 




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(c)          Worker's
Compensation Insurance. Worker's Compensation insurance in amounts required by applicable law.


 


All insurance
required by Tenant hereunder shall (i) be issued by one or more insurance companies reasonably acceptable to Landlord, licensed
to do business in the State in which the Leased Premises is located and having an AM Best's rating of A IX or better, and (ii)
provide that said insurance shall not be materially changed, canceled or permitted to lapse on less than thirty (30) days' prior
written notice to Landlord. In addition, Tenant's insurance shall protect Tenant and Landlord as their interests may appear, naming
Landlord, Landlord's managing agent, and any mortgagee requested by Landlord, as additional insureds under its commercial general
liability policies. On or before the Commencement Date (or the date of any earlier entry or occupancy by Tenant), and thereafter,
within thirty (30) days prior to the expiration of each such policy, Tenant shall furnish Landlord with certificates of insurance
in the form of ACORD 25 or ACORD 25-S (or other evidence of insurance reasonably acceptable to Landlord), evidencing all required
coverages, together with a copy of the endorsement(s) to Tenant's commercial general liability policy evidencing primary and non-contributory
coverage afforded to the appropriate additional insureds. Upon Tenant's receipt of a request from Landlord, Tenant shall provide
Landlord with copies of all insurance policies, including all endorsements, evidencing the coverages required hereunder. If Tenant
fails to carry such insurance and furnish Landlord with such certificates of insurance or copies of insurance policies (if applicable),
after not less than ten (10) days prior written notice to Tenant, Landlord may obtain such insurance on Tenant's behalf and Tenant
shall reimburse Landlord upon demand for the cost thereof as Additional Rent. Landlord reserves the right from time to time to
require Tenant to obtain higher minimum amounts or different types of insurance if it becomes customary for other landlords of
similar buildings in the area to require similar sized tenants in similar industries to carry insurance of such higher minimum
amounts or of such different types.


 


ARTICLE
9 - CASUALTY


 


In the event
of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees promptly to
restore and repair same; provided, however, Landlord's obligation hereunder with respect to the Leased Premises shall be limited
to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Section
2.02 above, if any. Rent shall proportionately abate during the time that the Leased Premises or part thereof are unusable
because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired
or rebuilt within six (6) months from the casualty date; or (b) destroyed by a casualty that is not covered by insurance or, if
covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building
and the Leased Premises; then, Landlord or Tenant may, upon thirty (30) days' written notice to Tenant, terminate this Lease with
respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent
with the terms of this paragraph. 


 


ARTICLE
10 - EMINENT DOMAIN


 


If all or any
substantial part of the Building or Common Areas shall be acquired by the exercise of eminent domain, Landlord may terminate this
Lease by giving written notice to Tenant on or before the date possession thereof is so taken. If all or any part of the Leased
Premises shall be acquired by the exercise of eminent domain so that the Leased Premises shall become impractical for Tenant to
use for the Permitted Use, Tenant may terminate this Lease by giving written notice to Landlord as of the date possession thereof
is so taken. All damages awarded shall belong to Landlord; provided, however, that Tenant may claim dislocation damages if such
amount is not subtracted from Landlord's award.


 




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ARTICLE
11 - ASSIGNMENT AND SUBLEASE


 


Tenant shall
not assign this Lease or sublet the Leased Premises in whole or in part without Landlord's prior written consent, which consent
shall not be unreasonably withheld. In the event of any permitted assignment or subletting, Tenant shall remain primarily liable
hereunder, and any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under
this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be
deemed to be a waiver of any of the provisions of this Lease or to be consent to the assignment of this Lease or the subletting
of the Leased Premises. Any assignment or sublease consented to by Landlord shall not relieve Tenant (or its assignee) from obtaining
Landlord's consent to any subsequent assignment or sublease.


 


ARTICLE
12 - TRANSFERS BY LANDLORD


 


Section
12.01. Sale of the Building. Landlord shall have the right to sell the Building at any time during the Lease Term,
subject only to the rights of Tenant hereunder; and such sale shall operate to release Landlord from liability hereunder after
the date of such conveyance; provided that the purchaser shall have assumed and agreed to carry out any and all of the covenants
and obligations of the Landlord under this Lease.


 


Section
12.02. Estoppel Certificate. Within ten (10) days following receipt of a written request from Landlord, Tenant shall
execute and deliver to Landlord, without cost to Landlord, an estoppel certificate in such form as Landlord may reasonably request
certifying (a) that this Lease is in full force and effect and unmodified or stating the nature of any modification, (b) the date
to which rent has been paid, (c) that there are not, to Tenant's knowledge, any uncured defaults or specifying such defaults if
any are claimed, and (d) any other matters or state of facts reasonably required respecting this Lease. Such estoppel may be relied
upon by Landlord and by any purchaser or mortgagee of the Building.


 


Section
12.03. Subordination. Landlord shall have the right to subordinate this Lease to any mortgage, deed to secure debt,
deed of trust or other instrument in the nature thereof, and any amendments or modifications thereto (collectively, a "Mortgage")
presently existing or hereafter encumbering the Building by so declaring in such Mortgage. Within ten (10) days following receipt
of a written request from Landlord or mortgagee, Tenant shall execute and deliver to Landlord or mortgagee, without cost, any
instrument that Landlord deems reasonably necessary or desirable to confirm the subordination of this Lease. Notwithstanding the
foregoing, if the holder of the Mortgage shall take title to the Leased Premises through foreclosure or deed in lieu of foreclosure,
Tenant shall be allowed to continue in possession of the Leased Premises as provided for in this Lease so long as Tenant is not
in Default.


 


ARTICLE
13 - DEFAULT AND REMEDY


 


Section
13.01. Default. The occurrence of any of the following shall be a "Default":


 


(a)          Tenant
fails to pay any Monthly Rental Installments or Additional Rent within ten (10) days after the same is due;


 


(b)          Tenant
fails to perform or observe any other term, condition, covenant or obligation required under this Lease for a period of thirty
(30) days after written notice thereof from Landlord; provided, however, that if the nature of Tenant's default is such that more
than thirty (30) days are reasonably required to cure, then such default shall be deemed to have been cured if Tenant commences
such performance within said thirty (30) day period and thereafter diligently completes the required action within a reasonable
time;


 




    -10- 


     


    

  


(c)          Tenant
shall vacate or abandon the Leased Premises, or fail to occupy the Leased Premises or any substantial portion thereof for a period
of not less than thirty consecutive (30) days;


 


(d)          Tenant
shall assign or sublet all or a portion of the Leased Premises in contravention of the provisions of Article 11 of this
Lease; or


 


(e)          All
or substantially all of Tenant's assets in the Leased Premises or Tenant's interest in this Lease are attached or levied under
execution (and Tenant does not discharge the same within sixty (60) days thereafter); a petition in bankruptcy, insolvency or
for reorganization or arrangement is filed by or against Tenant (and Tenant fails to secure a stay or discharge thereof within
sixty (60) days thereafter); Tenant is insolvent and unable to pay its debts as they become due; Tenant makes a general assignment
for the benefit of creditors; Tenant files a petition to declare bankruptcy or seeking a plan of reorganization; the appointment
of a receiver or trustee in bankruptcy for Tenant or its assets if such receivership has not been vacated or set aside within
sixty (60) days thereafter; or, dissolution or other termination of Tenant's corporate charter if Tenant is a corporation.


 


Section
13.02. Remedies. Upon the occurrence of any Default, Landlord shall have the following rights and remedies, in addition
to those stated elsewhere in this Lease and those allowed by law or in equity, any one or more of which may be exercised without
further notice to Tenant:


 


(a)          Landlord
may re-enter the Leased Premises and cure any Default of Tenant, and Tenant shall reimburse Landlord as Additional Rent for any
costs and expenses which Landlord thereby incurs; and Landlord shall not be liable to Tenant for any loss or damage which Tenant
may sustain by reason of Landlord's action.


 


(b)          Without
terminating this Lease, Landlord may terminate Tenant's right to possession of the Leased Premises, and thereafter, neither Tenant
nor any person claiming under or through Tenant shall be entitled to possession of the Leased Premises, and Tenant shall immediately
surrender the Leased Premises to Landlord, and Landlord may re-enter the Leased Premises and dispossess Tenant and any other occupants
of the Leased Premises by any lawful means and may remove their effects, without prejudice to any other remedy that Landlord may
have. Upon termination of possession, Landlord may (i) re-let all or any part thereof for a term different from that which would
otherwise have constituted the balance of the Lease Term and for rent and on terms and conditions different from those contained
herein, whereupon Tenant shall be immediately obligated to pay to Landlord an amount equal to the present value (discounted at
the Prime Rate) of the difference between the rent provided for herein and that provided for in any lease covering a subsequent
re-letting of the Leased Premises, for the period which would otherwise have constituted the balance of the Lease Term (the "Accelerated
Rent Difference"), or (ii) without re-letting, declare the present value (discounted at the Prime Rate) of all rent which
would have been due under this Lease for the balance of the Lease Term to be immediately due and payable as liquidated damages
(the "Accelerated Rent"). Upon termination of possession, Tenant shall be obligated to pay to Landlord (A) the Accelerated
Rent Difference or the Accelerated Rent, whichever is applicable, (B) all loss or damage that Landlord may sustain by reason of
Tenant's Default ("Default Damages"), which shall include, without limitation, expenses of preparing the Leased Premises
for re-letting, demolition, repairs, tenant finish improvements, brokers' commissions and attorneys' fees, and (C) all unpaid
Minimum Annual Rent and Additional Rent that accrued prior to the date of termination of possession, plus any interest and late
fees due hereunder (the "Prior Obligations").


 




    -11- 


     


    

  


(c)          Landlord
may terminate this Lease and declare the Accelerated Rent to be immediately due and payable, whereupon Tenant shall be obligated
to pay to Landlord (i) the Accelerated Rent, (ii) all of Landlord's Default Damages, and (iii) all Prior Obligations. It is expressly
agreed and understood that all of Tenant's liabilities and obligations set forth in this subsection (c) shall survive termination.


 


(d)          Landlord
and Tenant acknowledge and agree that the payment of the Accelerated Rent Difference or the Accelerated Rent as set above shall
not be deemed a penalty, but merely shall constitute payment of liquidated damages, it being understood that actual damages to
Landlord are extremely difficult, if not impossible, to ascertain. Neither the filing of a dispossessory proceeding nor an eviction
of personalty in the Leased Premises shall be deemed to terminate this Lease.


 


(e)          Landlord
may sue for injunctive relief or to recover damages for any loss resulting from the Default.


 


Section
13.03. Landlord's Default and Tenant's Remedies. Landlord shall be in default if it fails to perform any term, condition,
covenant or obligation required under this Lease for a period of thirty (30) days after written notice thereof from Tenant to
Landlord; provided, however, that if the term, condition, covenant or obligation to be performed by Landlord is such that it cannot
reasonably be performed within thirty (30) days, such default shall be deemed to have been cured if Landlord commences such performance
within said thirty-day period and thereafter diligently undertakes to complete the same. Upon the occurrence of any such default,
Tenant may sue for injunctive relief or to recover damages for any loss directly resulting from the breach, but Tenant shall not
be entitled to terminate this Lease or withhold, offset or abate any sums due hereunder.


 


 


Section
13.04. Nonwaiver of Defaults. Neither party's failure or delay in exercising any of its rights or remedies or other
provisions of this Lease shall constitute a waiver thereof or affect its right thereafter to exercise or enforce such right or
remedy or other provision. No waiver of any default shall be deemed to be a waiver of any other default. Landlord's receipt of
less than the full rent due shall not be construed to be other than a payment on account of rent then due, nor shall any statement
on Tenant's check or any letter accompanying Tenant's check be deemed an accord and satisfaction. No act or omission by Landlord
or its employees or agents during the Lease Term shall be deemed an acceptance of a surrender of the Leased Premises, and no agreement
to accept such a surrender shall be valid unless in writing and signed by Landlord.


 


Section
13.06. Attorneys' Fees. If either party defaults in the performance or observance of any of the terms, conditions,
covenants or obligations contained in this Lease and the non-defaulting party obtains a judgment against the defaulting party,
then the defaulting party agrees to reimburse the non-defaulting party for reasonable attorneys' fees incurred in connection therewith.
In addition, if a monetary Default shall occur and Landlord engages outside counsel to exercise its remedies hereunder, and then
Tenant cures such monetary Default, Tenant shall pay to Landlord, on demand, all expenses incurred by Landlord as a result thereof,
including reasonable attorneys' fees, court costs and expenses actually incurred.


 




    -12- 


     


    

  


ARTICLE
14 - RESERVED


 


Reserved.


 


ARTICLE
15 - TENANT'S RESPONSIBILITY REGARDING


ENVIRONMENTAL
LAWS AND HAZARDOUS SUBSTANCES


 


Section
15.01. Environmental Definitions.


 


(a)          "Environmental
Laws" shall mean all present or future federal, state and municipal laws, ordinances, rules and regulations applicable to
the environmental and ecological condition of the Leased Premises, and the rules and regulations of the Federal Environmental
Protection Agency and any other federal, state or municipal agency or governmental board or entity having jurisdiction over the
Leased Premises.


 


(b)          "Hazardous
Substances" shall mean those substances included within the definitions of "hazardous substances," "hazardous
materials," "toxic substances" "solid waste" or "infectious waste" under Environmental Laws
and petroleum products.


 


Section
15.02. Restrictions on Tenant. Tenant shall not cause or permit the use, generation, release, manufacture, refining,
production, processing, storage or disposal of any Hazardous Substances on, under or about the Leased Premises, or the transportation
to or from the Leased Premises of any Hazardous Substances, except as necessary and appropriate for its Permitted Use in which
case the use, storage or disposal of such Hazardous Substances shall be performed in compliance with the Environmental Laws and
the highest standards prevailing in the industry.


 


Section
15.03. Notices, Affidavits, Etc. Tenant shall immediately (a) notify Landlord of (i) any violation by Tenant,
its employees, agents, representatives, customers, invitees or contractors of any Environmental Laws on, under or about the Leased
Premises, or (ii) the presence or suspected presence of any Hazardous Substances on, under or about the Leased Premises,
and (b) deliver to Landlord any notice received by Tenant relating to (a)(i) and (a)(ii) above from any source. Tenant shall
execute affidavits, representations and the like within five (5) days of Landlord's request therefor concerning Tenant's best
knowledge and belief regarding the presence of any Hazardous Substances on, under or about the Leased Premises.


 


Section
15.04. Tenant's Indemnification. Tenant shall indemnify Landlord from any and all claims, losses, liabilities, costs,
expenses and damages, including attorneys' fees, costs of testing and remediation costs, incurred by Landlord in connection with
any breach by Tenant of its obligations under this Article 15. The covenants and obligations under this Article 15
shall survive the expiration or earlier termination of this Lease.


 


Section
15.05. Existing Conditions. Notwithstanding anything contained in this Article 15 to the contrary, Tenant shall
not have any liability to Landlord under this Article 15 resulting from any conditions existing, or events occurring, or
any Hazardous Substances existing, generated or released, at, in, on, under or in connection with the Leased Premises prior to
the Commencement Date of this Lease (or any earlier occupancy of the Leased Premises by Tenant) except to the extent Tenant materially
exacerbates the same. Landlord shall indemnify Tenant, its agents, employees and contractors from any and all claims, losses,
liabilities, costs, expenses and damages, including attorneys' fees, costs of testing and remediation costs, incurred by Tenant
in connection with any Hazardous Substances existing, generated or released, at, in, on, under or in connection with the Leased
Premises prior to the Commencement Date of this Lease.


 




    -13- 


     


    

  


ARTICLE
16 - MISCELLANEOUS


 


Section
16.01. Benefit of Landlord and Tenant. This Lease shall inure to the benefit of and be binding upon Landlord and Tenant
and their respective successors and assigns.


 


Section
16.02. Governing Law. This Lease shall be governed in accordance with the laws of the State of Missouri.


 


Section
16.03. Force Majeure. Landlord and Tenant (except with respect to the payment of any monetary obligation) shall be
excused for the period of any delay in the performance of any obligation hereunder when such delay is occasioned by causes beyond
its control, including but not limited to work stoppages, boycotts, slowdowns or strikes; shortages of materials, equipment, labor
or energy; unusual weather conditions; or acts or omissions of governmental or political bodies.


 


Section
16.04. Examination of Lease. Submission of this instrument by Landlord to Tenant for examination or signature does
not constitute an offer by Landlord to lease the Leased Premises. This Lease shall become effective, if at all, only upon the
execution by and delivery to both Landlord and Tenant. Execution and delivery of this Lease by Tenant to Landlord constitutes
an offer to lease the Leased Premises on the terms contained herein. The offer by Tenant will be irrevocable until 6:00 p.m. EST,
fifteen (15) days after the date Landlord receives the Lease executed by Tenant.


 


Section
16.05. Indemnification for Leasing Commissions. The parties hereby represent and warrant that the only real estate
brokers involved in the negotiation and execution of this Lease are the Brokers and that no other party is entitled, as a result
of the actions of the respective party, to a commission or other fee resulting from the execution of this Lease. Each party shall
indemnify the other from any and all liability for the breach of this representation and warranty on its part and shall pay any
compensation to any other broker or person who may be entitled thereto. Landlord, at its own cost, shall pay any commissions due
Brokers based on this Lease pursuant to separate agreements between Landlord and Brokers.


 


Section
16.06. Notices. Any notice required or permitted to be given under this Lease or by law shall be deemed to have been
given if it is written and delivered in person or by overnight courier or mailed by certified mail, postage prepaid, to the party
who is to receive such notice at the address specified in Section 1.01(l). If sent by overnight courier, the notice shall
be deemed to have been given one (1) day after sending. If mailed, the notice shall be deemed to have been given on the date that
is three (3) business days following mailing. Either party may change its address by giving written notice thereof to the other
party.


 


Section
16.07. Partial Invalidity; Complete Agreement. If any provision of this Lease shall be held to be invalid, void or
unenforceable, the remaining provisions shall remain in full force and effect. This Lease represents the entire agreement between
Landlord and Tenant covering everything agreed upon or understood in this transaction. There are no oral promises, conditions,
representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof or
in effect between the parties. No change or addition shall be made to this Lease except by a written agreement executed by Landlord
and Tenant.


 


Section
16.08. Financial Statements. During the Lease Term and any extensions thereof, Tenant shall provide to Landlord on
an annual basis, within ninety (90) days following the end of Tenant's fiscal year, a copy of Tenant's most recent financial statements
prepared as of the end of Tenant's fiscal year. Such financial statements shall be signed by Tenant or an officer of Tenant, if
applicable, who shall attest to the truth and accuracy of the information set forth in such statements. All financial statements
provided by Tenant to Landlord hereunder shall be prepared in conformity with generally accepted accounting principles, consistently
applied.


 




    -14- 


     


    

  


Section
16.09. Representations and Warranties.


 


(a)          Tenant
hereby represents and warrants that (i) Tenant is duly organized, validly existing and in good standing (if applicable) in accordance
with the laws of the State under which it was organized; (ii) Tenant is authorized to do business in the State where the Building
is located; and (iii) the individual(s) executing and delivering this Lease on behalf of Tenant has been properly authorized to
do so, and such execution and delivery shall bind Tenant to its terms.


 


(b)          Landlord
hereby represents and warrants that (i) Landlord is duly organized, validly existing and in good standing (if applicable) in accordance
with the laws of the State under which it was organized; (ii) Landlord is authorized to do business in the State where the Building
is located; and (iii) the individual(s) executing and delivering this Lease on behalf of Landlord has been properly authorized
to do so, and such execution and delivery shall bind Landlord to its terms.


 


Section 16.10.
Signage. Landlord, at its cost and expense, shall provide Tenant with Building standard signage on the main Building directory.
Landlord may install such other signs, advertisements, notices or tenant identification information on the Building directory,
tenant access doors or other areas of the Building, as it shall deem necessary or proper. Tenant shall not place any exterior
signs on the Leased Premises or interior signs visible from the exterior of the Leased Premises without the prior written consent
of Landlord. Notwithstanding any other provision of this Lease to the contrary, Landlord may immediately remove any sign(s) placed
by Tenant in violation of this Section.


 


Section
16.11. Consent. Where the consent of a party is required, such consent will not
be unreasonably withheld.


 


Section
16.12. Time. Time is of the essence of each term and provision of this Lease.


 


Section 16.13.
Patriot Act. Each of Landlord and Tenant, each as to itself, hereby represents its compliance with all applicable anti-money
laundering laws, including, without limitation, the USA Patriot Act, and the laws administered by the United States Treasury Department's
Office of Foreign Assets Control, including, without limitation, Executive Order 13224 ("Executive Order"). Each of
Landlord and Tenant further represents (i) that it is not, and it is not owned or controlled directly or indirectly by any person
or entity, on the SDN List published by the United States Treasury Department's Office of Foreign Assets Control and (ii) that
it is not a person otherwise identified by government or legal authority as a person with whom a U.S. Person is prohibited from
transacting business. As of the date hereof, a list of such designations and the text of the Executive Order are published under
the internet website address www.ustreas.gov/offices/enforcement/ofac.


 




    -15- 


     


    

  


Section 16.14.
Option to Extend.


 


(a)          Grant
and Exercise of Option. Provided that (i) no Default by Tenant has occurred and is then continuing, (ii) the creditworthiness
of Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein or its Permitted Transferee remains
in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, Tenant shall have
one (1) option to extend the Lease Term for one (1) additional period of five (5) years (the "Extension Term"). The
Extension Term shall be upon the same terms and conditions contained in the Lease except (x) Tenant shall not have any further
option to extend, (y) any improvement allowances or other concessions applicable to the Leased Premises under the Lease shall
not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth herein ("Rent Adjustment").
Tenant shall exercise such option by delivering to Landlord, no later than nine (9) months prior to the expiration of the current
Lease Term, written notice of Tenant's desire to extend the Lease Term. Tenant's failure to properly exercise such option shall
be deemed a waiver of such option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the Rent
Adjustment no later than ninety (90) days prior to the commencement of the Extension Term. Tenant shall be deemed to have accepted
the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within ten (10) business days after receipt
thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease (or, at
Landlord's option, a new lease in the same form as this Lease) reflecting the terms and conditions of the Extension Term within
thirty (30) days after Tenant's acceptance (or deemed acceptance) of the Rent Adjustment.


 


(b)          Rent
Adjustment. The Minimum Annual Rent for the Extension Term shall be an amount equal to the prevailing market rate for space
of comparable size and quality in the Chesterfield, Missouri submarket; provided, however, that in no event shall the Minimum
Annual Rent during the Extension Term be less than an amount equal to $24.00 per rentable square foot. The Monthly Rental Installments
shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same
time and in the same manner as provided in this Lease.


 


Section 16.15.
Furniture. Tenant shall be permitted to use certain furniture currently in the Leased Premises. The specific furniture
shall be agreed upon by Landlord and Tenant prior to the Commencement Date and an inventory thereof shall be prepared and signed
by Landlord and Tenant. The furniture shall remain the property of Landlord and upon termination of this Lease all such furniture
shall remain in the Leased Premises. Reasonable care shall be taken with all furniture and Landlord shall not be responsible for
repairs and maintenance of furniture.


 


[SIGNATURES
CONTAINED ON THE FOLLOWING PAGE]


 




    -16- 


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Lease as of the day and year first above written.


 


	 	LANDLORD:
	 	 
	 	GROVE II LLC,
	 	a Missouri limited liability company
	 	 
	 	By:	/s/ Christopher Pelligreen
	 	Name:	Christopher Pelligreen
	 	Title:	Authorized Signatory


 


	STATE OF MISSOURI	)
	 	) SS:
	COUNTY OF ST. LOUIS	)


 


Before me,
a Notary Public in and for said County and State, personally appeared _________________, by me known and by me known to
be the _________________ of Grove II LLC, who acknowledged the execution of the foregoing instrument on behalf of said
limited liability company as its free act and deed.


 


WITNESS my hand
and Notarial Seal this _____ day of _________________, 2015.


 


	 	 
	 	Notary Public
	 	 
	 	 
	 	(Printed Signature)


 


[SIGNATURES
CONTINUED ON THE FOLLOWING PAGE]


 




    -17- 


     


    

 


	 	TENANT:
	 	 
	 	ECLAT PHARMACEUTICALS LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ Michael S. Anderson
	 	Name:	Michael S. Anderson
	 	Title:	Authorized Signatory


 


	STATE OF MISSOURI	)
	 	) SS:
	COUNTY OF ST. LOUIS	)


 


Before me, a
Notary Public in and for said County and State, personally appeared _________________, by me known to be the _________________
of Eclat Pharmaceuticals LLC, who acknowledged the execution of the foregoing instrument on behalf of said limited liability
company as its free act and deed.


 


WITNESS my hand
and Notarial Seal this _____ day of _________________, 2015.


 


 


	 	 
	 	Notary Public
	 	 
	 	 
	 	(Printed Signature)


 




    -18- 


     


    

  


EXHIBIT
A


 


ILLUSTRATION
OF LEASED PREMISES


 


[DRAWING
ATTACHED]


 




    Exhibit A
Page 1 of 1


     


    

 


EXHIBIT
B


 


TENANT
IMPROVEMENTS


 


1.          Landlord's
Obligations. Tenant has personally inspected the Leased Premises and accepts the same "AS IS" without representation
or warranty by Landlord of any kind and with the understanding that Landlord shall have no responsibility with respect thereto
except to construct and install within the Leased Premises, in a good and workmanlike manner, the Tenant Improvements, in accordance
with this Exhibit B, and to deliver the Leased Premises to Tenant “broom clean” and in good condition
and repair on the date of Substantial Completion. "Substantial Completion" (or any grammatical variation thereof) shall
mean completion of construction of the Tenant Improvements, subject only to punch-list items to be identified by Landlord and
Tenant in a joint inspection of the Leased Premises prior to Tenant's occupancy


 


2.          Scope
of Work. Landlord shall complete the following work prior to the date of Substantial Completion:


 


		·	Construct
                                         new demising walls where indicated in the attached drawing.



		·	Install
                                         four (4) new offices where indicated in the attached drawing.



		·	Install/remove
                                         doorways where indicated in the attached drawing.



		·	Replace
                                         carpet in Leased Premises, excluding reception area, conference room and kitchen.



		·	Replace
                                         carpet in kitchen with tile.



		·	Paint
                                         existing and new drywall surfaces.



 


3.          Schedule
and Early Occupancy. Landlord shall provide Tenant with a proposed schedule for the construction and installation of the Tenant
Improvements and shall notify Tenant of any material changes to said schedule. Tenant agrees to coordinate with Landlord regarding
the installation of Tenant's phone/data wiring and any other trade related fixtures that will need to be installed in the Leased
Premises prior to Substantial Completion. In addition, if and to the extent permitted by applicable laws, rules and ordinances,
Landlord will give Tenant access to the Leased Premises prior to the scheduled date for Substantial Completion (as may be modified
from time to time) in order to install fixtures, equipment and phone/data wiring and otherwise prepare the Leased Premises for
occupancy, which right shall expressly exclude making any structural modifications. During any entry prior to the Commencement
Date, Tenant shall: (a) comply with all terms and conditions of this Lease other than the obligation to pay rent, (b) not interfere
with Landlord's completion of the Tenant Improvements, (c) cause its personnel and contractors to comply with the terms and conditions
of Landlord's rules of conduct (which Landlord agrees to furnish to Tenant upon request), and (d) not begin operation of its business
therein. Tenant acknowledges that Tenant shall be responsible for obtaining all applicable permits and inspections relating to
any such entry by Tenant.


 




    	 	Exhibit B	 
	 	Page 1 of 2	 



     


    

  


4.          Tenant
Delay. Notwithstanding anything to the contrary contained in the Lease, if Substantial Completion of the Tenant Improvements
is delayed beyond the Target Commencement Date as a result of Tenant Delay (as hereinafter defined), then, for purposes of determining
the Commencement Date, Substantial Completion of the Tenant Improvements shall be deemed to have occurred on the date that Substantial
Completion of the Tenant Improvements would have occurred but for such Tenant Delay. Without limiting the foregoing, Landlord
shall use commercially reasonable speed and diligence to Substantially Complete the Tenant Improvements on or before the Target
Commencement Date. "Tenant Delay" shall mean any delay in the completion of the Tenant Improvements attributable to
Tenant, including, without limitation (i) Tenant's failure to meet any time deadlines specified herein, (ii) changes to the Tenant
Improvements requested by Tenant after the date hereof, (iii) the performance of any other work in the Leased Premises by any
person, firm or corporation employed by or on behalf of Tenant, or any failure to complete or delay in completion of such work,
(iv) Landlord's inability to obtain an occupancy permit for the Leased Premises because of the need for completion of all or a
portion of improvements being installed in the Leased Premises directly by Tenant, and (v) any other act or omission of Tenant.


 


5.          Letter
of Understanding. Promptly following the Commencement Date, Tenant shall execute Landlord's Letter of Understanding in substantially
the form attached hereto as Exhibit C and made a part hereof, acknowledging (a) the Commencement Date of this Lease,
and (b) except for any punchlist items, that Tenant has accepted the Leased Premises. If Tenant takes possession of and occupies
the Leased Premises, Tenant shall be deemed to have accepted the Leased Premises and that the condition of the Leased Premises
and the Building was at the time satisfactory and in conformity with the provisions of this Lease in all respects, subject to
any punch-list items.


 


[DRAWING
ATTACHED]


 




    	 	Exhibit B	 
	 	Page 2 of 2	 



     


    

  


EXHIBIT
C


 


LETTER
OF UNDERSTANDING


 


Grove II LLC


540 Maryville Centre Drive, Suite
340


St. Louis, MO 63141


 


	RE:		Office
                                         Lease dated as of _____________ ____, 2015 between Grove II LLC ("Landlord")
                                         and Eclat Pharmaceuticals LLC ("Tenant"), for 16640 Chesterfield Grove Road,
                                         Suite 200, Chesterfield, Missouri 63005 (the "Leased Premises").



 


Dear _________________________:


 


The undersigned,
on behalf of Tenant, certifies to Landlord as follows:


 


		1.	The
                                         Commencement Date under the Lease is _____________________________.



 


		2.	The
                                         rent commencement date is _____________________________.



 


		3.	The
                                         expiration date of the Lease (subject to extension as provided therein) is _____________________________.



 


		4.	The
                                         Lease (including amendments or guaranty, if any) is the entire agreement between Landlord
                                         and Tenant as to the leasing of the Leased Premises and is in full force and effect.



 


		5.	The
                                         Landlord has completed the Tenant Improvements and Tenant has accepted the Leased Premises
                                         as of the Commencement Date.



 


		6.	To
                                         the best of the undersigned's knowledge, there are no uncured events of default by either
                                         Tenant or Landlord under the Lease.



 


IN
WITNESS WHEREOF, the undersigned has caused this Letter of Understanding to be executed this ____ day of _________________, 20___.


 


	 	ECLAT PHARMACEUTICALS LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    Exhibit C
Page 1 of 1


     


    

  


EXHIBIT
D


 


RULES
AND REGULATIONS


 


OFFICE RULES
AND REGULATIONS


 


1.          Tenant
shall not display, inscribe, paint or affix any sign, picture, showcase, advertisement or notice on any part of the outside or
inside of the Building, or on or about the Leased Premises, without the prior written consent of Landlord, and then only of such
color, size, style and material as approved by Landlord. Landlord reserves the right to remove such items placed in the lobbies
or corridors or in front of the Building, other than those above provided for, without notice, and at Tenant's expense.


 


2.          All
informational signs to be placed on Tenant's access door must be specified by Landlord or someone designated by it, and the actual
cost (including installation) thereof shall be paid by the Tenant. Tenant shall not install or cause to be installed, without
Landlord's consent, any shades, blinds, awnings and screens. Tenant shall remove all such signs, shades, blinds, awnings and screens
from the Building and the Leased Premises at the end of its tenancy or Landlord may cause the removal to be done at Tenant's expense.


 


3.          Tenant
shall not make any additions to, or alterations in, any part of the Building or Leased Premise by putting up or changing any partition,
doors, windows, nor shall there be any nailing, boring, or screwing into the woodwork or walls, nor painting done without the
prior written consent of Landlord in each instance. Any and all additions and alterations to the Leased Premises shall be at Tenant's
expense.


 


4.          All
glass, locks and trimmings in or about the doors or windows, and all electric globes and shades belonging to the Building or Leased
Premises shall be kept whole and, whenever broken by any Tenant, shall be immediately replaced or repaired and put in order by
such Tenant to the satisfaction of Landlord.


 


5.          Tenant
shall not place additional locks upon any door of the Leased Premises, nor permit any duplicate keys to be made, but if more than
two keys for any door are desired, the additional number must be procured from Landlord and paid for by Tenant. Tenant shall surrender
all keys to the Leased Premises and Building at the end of its tenancy.


 


6.          If
Tenant desires telegraph, telephone or data connections, Landlord will direct the electricians (whether hired by Landlord or Tenant)
as to where the wires are to be introduced at Tenant's expense, and without such direction no boring or cutting for wires shall
be permitted.


 


7.          Landlord
reserves the right to prescribe the weight and proper position of safes and mechanical equipment. All safes, furniture, boxes
and bulky articles and packages and any items similar to the foregoing (all of the foregoing being referred to as the "Items")
shall be moved into or out of the Building or from one part of the Building to another under the supervision of Landlord and at
such times and according to such regulations as may be designated from time to time by Landlord. The Items shall be carried up
or down only in the elevator and at the entrance designated by Landlord. Tenant shall be responsible for all damage to the walls,
floors or other parts of the Building caused by or connected with any moving, or caused by and Item while in the Building. Tenant
shall not place any engine, boiler or other machinery upon the Leased Premises.


 




    Exhibit D
Page 1 of 3


     


    

  


8.          Tenant
shall not do or permit anything to be done in the Leased Premises, or bring or keep anything therein which will in any way increase
the rate of insurance on the Building, or on property kept therein; or anything which will be dangerous to life, or limb, or which
will lend to create a nuisance or injure the reputation of the Building; or use flammable liquid, camphene, alcohol, kerosene
or anything except steam, gas or electricity in lighting or heating the Leased Premises; or bring into the Leased Premises or
keep therein any heating or lighting apparatus, except floor and desk lamps, other than that provided by Landlord; or install
any air conditioning or air-cooling apparatus without the written consent of Landlord; or obstruct or interfere with the rights
of other tenants or Landlord; or in any way injure or annoy them, or conflict with the laws relating to fires, or with the regulations
of the Fire Department, or with any insurance policy upon the Building or any part thereof; or conflict with any of the laws,
rules or regulations of any governmental agency or municipality having jurisdiction.


 


9.          Tenant
shall not use the Leased Premises for an illegal or immoral purpose. Tenant shall not sell or distribute beer, wine or intoxicating
liquor in the Building without the written consent of Landlord in each instance.


 


10.         Tenant
shall not occupy or use any room or rooms as sleeping or lodging apartments.


 


11.         The
sidewalk, passages, lobbies, corridors, elevator and stairways shall not be obstructed by Tenant, or used except for ingress and
egress to the Leased Premises.


 


12.         The
doors, skylights, windows and transoms that reflect or admit light into passageways or any areas in the Building, shall not be
covered or obstructed by Tenant. Nothing shall be thrown by the Tenant, its agents, employees, invitees and guests, out of the
windows or door, or down the passages or skylights of the Building.


 


13.         Tenant,
its agents, employees, invitees and guests shall not make noise, cause disturbances or vibrations or use or operate any electrical
or electronic devices or any other devices that emit sounds or disturbances, or create odors that interfere or annoy in any way
the other tenants, their agents, employees, invitees and guests. Tenant shall not conduct auctions in the Leased Premises nor
make any room-to-room canvass to solicit business from other tenants in the Building.


 


14.         Tenant
shall not cause or allow to be caused any waste or misuse of water or other utilities. Building equipment and utilities shall
not be used for any purpose other than those for which they were constructed, and any damage resulting to them from misuse shall
be borne by the tenant causing same.


 


15.         Tenant
shall, when leaving the Leased Premises at close of business, or when the Leased Premises are unoccupied at any time, lock doors,
and in the event of any default or carelessness in this respect, shall be liable for all injury sustained by other tenants, by
Landlord, or by either of them, for damages resulting from such default or carelessness.


 


16.         Tenant
shall not allow any animals or birds in any part of the Building without the consent of Landlord.


 


17.         Any
person or persons, other than the janitorial staff of Landlord, who shall be employed for the purpose of cleaning the Leased Premises,
shall be employed at Tenant's expense, and Landlord shall be in no way responsible for any loss of property on or from the Leased
Premises, however occurring, or any damage done to the furniture or other effects of any tenant, by any cleaning contractor furnished
by Tenant or anyone under him. Tenant will report any lack of attention in service of the Building to Landlord.


 


18.         Landlord
shall have the right, with pass key or otherwise, to enter any Leased Premises at any time with 24 hours’ notice or in case
of emergency, or times to examine the same or to make such repairs or alterations as it shall deem necessary for the safety, preservation
or improvement of the Building or the Leased Premises, or for the purpose of cleaning, watching or inspecting same and, during
the last six (6) months of the term of the Lease, may show the premises to prospective tenants and put up customary "For
Rent" signs.


 




    Exhibit D
Page 2 of 3


     


    

 





19.         Tenant
shall not accumulate or store in the Leased Premises any waste paper, discarded records, books, paper, files, rubbish or other
combustible matter.


 


20.         The
Landlord reserves the right to exclude from the Building all drunken and disorderly persons, solicitors, persons creating a disturbance
and persons entering in crowds or in such unusual numbers as to cause inconvenience to the tenants of the Building.


 


21.         Landlord
reserves the rights to vending services in the Building.


 


22.         Building
hours are as follows:


 


	Monday through Friday	7:00 A.:M. - 6:00 P.M.
	Saturday	7:00 A.M. - 1:00 P.M.
	Sunday and Legal Holidays	None


 


23.         All
smoking of cigarettes, cigars, pipes, etc., is prohibited within the Building or within fifty (50’) feet of any entrance
thereto.


 


It is Landlord's
desire to maintain in the Building and Common Areas the highest standard of dignity and good taste consistent with comfort and
convenience for tenants. Any action or condition not meeting this high standard should be reported directly to Landlord. The Landlord
reserves the right to make such other and further rules and regulations as in its judgment may from time to time be necessary
for the safety, care and cleanliness of the Building and Common Areas, and for the preservation of good order therein.


 




    Exhibit D
Page 3 of 3