shall not be in uncorrected default of this Lease at the end of the Primary Term of this Lease,Lessee shall have two (2) options to extend the Lease for two (2) additional terms of ten (10)years each (the “Extended Terms”).          The purpose of this Lease, and the right of Lessee to use and occupy the Leased Premises, isfor operation of a succinic acid production facility, power generation, biomass conversion and/orspecialty chemicals, and for such other business purposes in which Lessee shall engage (the“Facility”).**2.****RENTAL PAYMENTS**          This Lease is made for and in consideration of the covenants herein contained and theobligation of Lessee to pay Lessor an annual base rental as set forth below. The “CommencementDate” of this Lease shall be the date that the site improvements described in Section 3 have beenfully funded. In the event that the Commencement Date does not occur on or before January 1, 2012,Lessee shall have the right as described in Section 3 below.          The payment for Year 1 of the Lease will be paid upon the Effective Date of this Lease.Beginning on the anniversary of the Commencement Date unless otherwise set forth below, Lesseeshall pay Lessor rent as set for the below:   Year 1 $375,000 paid upon the Effective Date of the leaseYear 2 $375,000 paid in advance in one lump sum on the first anniversary of the CommencementDateYears 3-14 $500,000 per year, paid in advance in bi-annual installments (subject to CPIadjustments in years 8 and 13) on the anniversary of the Commencement DateYears 15-20 $219,540 per year, plus prior adjustments as set out above, paid in advance inone lump sum (subject to CPI adjustments in year 18) on the anniversary of the CommencementDate     If options are exercised:   Years 20-40 $219,540 per year, paid in advance in one lump sum (subject to CPI adjustmentsin years 23, 28, 33 and 38) on the anniversary of the Commencement Date
 

 
          All lease payments provided for hereunder shall be subordinated to payments due to debtlenders during the Primary Term and Extended Terms of this lease.          Beginning in year 8 of the Primary Term, the rent described above shall be adjusted based uponthe percentage adjustment in the Consumer Price Index for All Urban Consumers as published by theUnited States Department of Labor (“CPI”). Each adjustment shall measure the CPI averageadjustment for the previous ten year period. The rent described above shall be adjusted every fiveyears of the lease (years 8, 13, 18, and if extended 23, 28, 33, and 38) based upon the average CPIadjustment for the previous ten year period.* For example, the rent for Year 8 shall be adjusted as follows:Rental Payment for Lease Year 8 x Average of published CPI for previous 10 year period =Adjusted Rental Payment Year 8**3.****SITE IMPROVEMENTS**          Lessor will provide $10,000,000.00 to fund site improvements and infrastructure to beconstructed in connection with the Lease as further described in Exhibit A, page 3. Lessee shallhave the right to commence construction of infrastructure and improvements upon execution of thislease. Lessor and Lessee agree that the $13,073,129.00 will be allocated pursuant to the sourcesand uses described in Exhibit B. It is anticipated that site and infrastructure funds will begenerated from the following sources:DOTD funding of $7,923,129.00Capital Outlay funding of $1,000,000.00Lessor to provide funding of $1,076,871.00 from a portion of Lessor’s secured debt of$3,400,000.00          Within sixty (60) days of execution of the lease, Lessor shall provide Lessee written evidenceof its approval to receive all of the funding described in this Section. In the event that thesite improvements and infrastructure are constructed at a cost less than $10,000,000, Lessee shallhave the right to increase the scope of work in Exhibit B, in order to
 

 
fully utilize the $10,000,000. In the event that the site improvements and infrastructure areconstructed at a cost that exceeds $10,000,000, Lessee shall provide additional funds in order tocover the costs in excess of $10,000,000, with Rent adjusted as provided herein. Notwithstandingany such variations, Lessor shall expend at least $10,000,000 on the Leased Premises, siteimprovements and infrastructure.          In the event that Lessor is not able to provide site improvement funding in the amount of$1,076,871.00 as described in this Section 2 by January 1, 2012, DOTD and Capital Outlay funds willstill be designated and funded to Lessee and Lessee shall have the option to (i) continueconstruction of the infrastructure and improvements; (ii) underwrite/fund up to ten (10%) percentof the equity required in order for Lessor to obtain such funds; and/or (iii) reduce the rent to$219,540 per year during years 3-14. Upon Lessee’s election of option (iii), the Commencement Dateshall commence.**4.****INSURANCE**          Lessee shall carry the following insurance and name Lessor as an additional insured thereon:(i) commercial broad form insurance on the improvements on the Leased Premises in an amount of notless than the replacement cost thereof, (ii) comprehensive general liability insurance with limitsin the amount of no less than $1,000,000.00 for all injuries, death and property damage arisingfrom any one occurrence on the Leased Premises, and (iii) excess limits comprehensive generalliability insurance coverage to the extent of $2,000,000.00 for all injuries, death and propertydamage occurring on the Leased Premises.          Lessee further agrees to and shall carry insurance covering Lessee’s liability as an employerunder the Worker’s Compensation Law of the State of Louisiana, together with any and all insurancecoverage necessary to fully protect Lessor from claims arising from the conduct of Lessee’soperation upon the Leased Premises resulting from various maritime statutes and laws of the UnitedStates of America, including particularly, but not by way of limitation, the Longshoremen andHarbor Worker’s act, if applicable.
 

 
          Lessee shall promptly pay, when due, any and all insurance premiums, and should Lessee fail topay promptly and punctually any said premiums, Lessor may pay same and recover repayment thereof atonce from Lessee with interest at the prime rate as published in the Wall Street Journal orcomparable financial publication from date of payment of such premium by Lessor. Nothing hereincontained, however, shall be construed as making it obligatory on Lessor to, itself, insure saidproperty.          All insurance shall be carried with good, solvent and reputable companies. Lessee shallfurnish to Lessor certificates evidencing such insurance coverage.**5.****LIABILITY OF LESSEE AND LESSOR; INDEMNITY**          Both Lessee and Lessor hereby assume responsibility for and agree to protect, indemnify, keepsafe and hold harmless the other party against all accidents, claims, loss, costs, expenses ordamages arising out of any matter, thing, accident or other occurrence causing injury to any personor property, which results from the negligent acts or omissions of either Lessee or Lessor, its ortheir agents, and/or employees; provided however, neither Lessee nor Lessor shall be responsiblefor any loss or damage occasioned by Acts of God, and any act, omission or negligence of the otherparty.          Lessor will not be responsible to Lessee or any third party for any damage to person orpersons holding or occupying under or employed by Lessee, or due to any acts of commission oromission of Lessee.          Lessor will not be responsible to Lessee or any third party for any damage to person orproperty, however occasioned, during this Lease arising from Lessee’s failure to repair or maintainthe Leased Premises as herein provided. Lessee hereby agrees to save, indemnify and hold Lessorharmless from any and all such claims by or any liability to Lessee or third persons, arising fromany act, omission and negligence of Lessee, its agents and/or employees in the occupancy,maintenance and/or operation of Leased Premises, including particularly, but not
 

 
by way of limitation, any such liability which may result from the Lessee failing to maintain andkeep the Leased Premises in repair as may be required by the Lease.          Lessor and Lessee agree to comply with all laws of the United States and the State ofLouisiana and all local laws in regards to the ownership, operation, maintenance and use of theLeased Premises, and each shall be responsible for its own failure to comply with such law. Eachwill continue to comply with the obligations placed on each of them by subsequent laws or any EPAguidelines relative to the Leased Premises. Lessor and Lessee shall neither be responsible for anyclean-up for spills and the like to meet government requirements unless same was attributable tothe fault or responsibility of same.          Lessee does hereby assume responsibility for the condition of the Leased Premises to the fullextent permitted by La. R. S. 9:3221 following the completion of the construction of the SiteImprovements contemplated in Section 3 above.**6.****LESSOR’S WARRANTY**          It is understood that title to the Leased Premises is vested in the State of Louisiana, butLessor warrants that it has the legal power and authority and is authorized to lease the LeasedPremises to Lessee under all terms and conditions herein contained.          Provided Lessee fulfills all terms, conditions and all covenants of this Lease to be performedby Lessee, and provided that Lessee is not in default of same, then Lessor guarantees Lessee quietand peaceful enjoyment and possession of the Leased Premises during the Primary Term of this Leaseand any Extended Terms thereof.          To the best of Lessor’s knowledge, after diligent inquiry, the Leased Premises has never beenused for any activities which, directly or indirectly, involved the use, generation, treatment,storage, transportation or disposal of any Hazardous Materials, except storage and sale of items inthe ordinary course of Lessor’s businesses. To the best of Lessor’s knowledge, after diligentinquiry, no Hazardous Materials exist now, and no Hazardous Materials will hereafter exist, on orunder the Leased Premises, or adjacent parcels of real estate or in any surface waters orgroundwaters on or under the Leased Premises or adjacent parcels of real estate. To the best
 

 
of Lessor’s knowledge, after diligent inquiry, the Leased Premises and its existing and prior useshave at all times complied with, in all material respects, and will comply with all applicableEnvironmental Laws, and Lessor has not violated and will not violate any Environmental Laws.“Hazardous Material” means any substance: a) the presence of which requires investigation orremediation under any federal, state or local statute, regulation, ordinance, order, action, policyor common law; or b) which is or becomes defined as a “hazardous waste”, “hazardous substance”,pollutant or contaminant under any federal, state or local environmental laws, regulations, rulesor ordinances or amendments thereto; or c) which is toxic, explosive, corrosive, flammable,infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is or becomesregulated by any governmental authority, agency, department, commission, board, agency orinstrumentality of the United States, the State of Louisiana or any political subdivision thereof.**7.****MAINTENANCE AND REPAIR**          Lessor obligates itself to deliver the Leased Premises and the property set forth in “ExhibitA” to Lessee, at the institution of this Lease, in a thoroughly sanitary and first class tenantablecondition; nevertheless, Lessee, by accepting delivery of Leased Premises and the property setforth in “Exhibit A” (and specifically excluding the infrastructure and site improvements that arenot yet constructed), warrants that Lessee has made a careful and thorough visual inspection ofsame and has found no circumstance or condition violative of Lessor’s said obligation. Lesseeagrees to make no demand, whatever, upon Lessor for any action, maintenance or repair arising outof the condition of the Leased Premises and the property set forth in “Exhibit A” at theinstitution of this Lease which were or should have been discovered during Lessee’s inspectionaforesaid. This provision shall not limit Lessee’s right to object to any construction defects orrepairs required as a result of the site improvements or infrastructure to be constructed.Further, Lessee shall not be deemed to have accepted the condition of the Leased Premises,infrastructure and site improvements until the date that is six months following completion of allsite improvements and infrastructure.
 

 
          Following the date that Lessee is deemed to accept the condition of the Leased Premises,Lessee agrees to repair and maintain the Leased Premises and the property set forth in “Exhibit A”at its own expense, during the term of this Lease, in substantially the same condition and likegood order, ordinary wear and tear excepted, as the Leased Premises are in at the inception hereofand to return said Leased Premises, in such condition at the termination of this Lease, ordinarywear and tear excepted. Notwithstanding the above, Lessor shall use its best efforts to requirethe United States Army Corps of Engineers to dredge and maintain the channel and water depth tosupport Lessee’s operations.**8.****LESSOR’S RIGHT OF ENTRY**          Lessor shall have the right at all reasonable times during business hours to enter the LeasedPremises for the purpose of making inspections or making repairs or improvements (Lessor shallconsult with Lessee as to any proposed repairs or improvements and obtain the consent of the Lesseein writing prior to undertaking any such actions) on the Leased Premises, so long as suchactivities do not inordinately interfere with, hinder or harm the operations of Lessee.**9.****LESSEE’S COMPLIANCE WITH LAWS**          Lessee agrees to comply, at its own cost and expense, with all laws now existing or hereafterenacted, including, but not limited to, all sanitary laws and ordinances, all rules andrequirements of the State Board of Health and all other Federal, State (including the LakeProvidence Port Commission), Parish and Municipal requirements affecting the use, operation andcleanliness of the Leased Premises, all environmental laws, rules, and regulations promulgated byany local, Parish, State or Federal legislative, administrative or regulatory body and shall complywith all rules and regulations of any local board of any authorized organizations of fireunderwriters and of any State authorities relating to the safeguarding against fires and shall inevery other regard, use and occupy the Leased Premises in accordance with all applicable rules andregulations of any Federal, State, Parish or Municipal governmental authorities to include,particularly, but not by way of limitation, all laws of the United States of
 

 
America and the State of Louisiana, (Social Security, unemployment insurance, excise taxes, etc.)relating to the operation of business enterprises. Provided, however, Lessee shall not be requiredto make any structural alterations.          No rules promulgated by Lessor shall interfere with the rights and obligations of the partieshereunder, nor shall such rules be unreasonable or unduly restrictive to Lessee.**10.****UTILITIES**          Lessor agrees that it will, during the Primary Term and all renewals or extensions of thisLease, make and keep available, or cause to be made and kept available, up to the Leased Premises,currently available gas, water, electricity, and waste water discharge facilities and sewers insufficient supply and capability to meet the needs of Lessee, and which comply with therequirements of Louisiana State Fire Rating and Prevention Bureau, the laws of the State ofLouisiana, etc. Enhancement of any such services required by Lessee shall be at Lessee’s expense.Lessor further agrees that Lessee shall have access to and use of all public facilities at the Portsubject to usual and customary charges equal to that charged for other tenants for such use andaccess.          Lessee agrees to pay all charges for water, waste water, gas, electricity, light, heat orpower, telephone or other services used, rendered or supplied to or for Lessee upon or inconnection with any of the Leased Premises when due.**11.****ALTERATIONS AND ADDITIONS**          Lessee shall have the right to add on or to install in or on the Leased Premises, at Lessee’sexpense, any equipment, machinery, fixtures, appurtenances, appliances, coverings or other objectsthat Lessee may desire, and such additions and/or installations shall be the property of Lessee.Lessee shall have the right, but is under no obligation to remove, at Lessee’s option and expense,at any time prior to or upon the termination of this Lease, all such equipment, machinery,fixtures, appurtenances, appliances, coverings or other improvements placed in or on the LeasedPremises by Lessee: **PROVIDED**: that such installation and alterations made: (1) do notdiminish the value of the Leased Premises; (2) do not materially impede, interfere with,
 

 
or detract from the harmonious operation of the Port area (activities related to expansion orconstruction shall not be deemed to be an activity which materially impedes, interferes with, ordetracts from the harmonious operation of the Port area); **AND FURTHER PROVIDED**: that uponany removal, Lessee shall restore the Leased Premises to substantially the same condition as existsat the time of execution of this Lease, ordinary wear and tear excepted.          Lessee may, at its own expense, make any and all minor alterations to any of the existingLeased Premises that it may deem necessary or advisable, but any major structural change in theexisting Leased Premises, shall first have the approval of Lessor in writing, which will not beunreasonably withheld or delayed.          Lessee may, at its own expense, build any addition to any Leased Premises, or any separatebuilding, for the purpose of expanding its operation or business provided that such buildings donot diminish the value of the Leased Premises. In the event that such additions or new buildingsare erected, Lessee may, at any time, and at its option, remove such additions or buildings fromthe Leased Premises, provided that any damage to such Leased Premises resulting from such removalshall be repaired by Lessee at its own expense and the Leased Premises restored to substantiallythe same condition as exists at the time of execution of this Lease, ordinary wear and tearexcepted. Other than properties paid for by Lessor, ownership and title to such additions andimprovements to the Leased Premises shall vest with Lessee and the Lessee’s lenders shall beentitled to a first and senior lien thereon.          Anything expressed to the contrary herein below notwithstanding but subject to Lessee’s rightto mortgage its interest as described in Section 13, under no provision of this Lease is the Lesseeauthorized to do any act which shall in any way encumber the title of the Lessor in and to saidLeased Premises or structural improvements placed by Lessor thereon, and the interest of Lessortherein shall be in no way subject to any claim against Lessee by way of lien or encumbrance,whether claimed by operation of law or by virtue of any expressed or implied contract with Lessee,and any claim to a lien upon said Leased Premises or improvements thereonby Lessor arising from any act or omission of Lessee, shall accrue only
 

 
against the Lessee’s right or interest, whatever they may be and shall in all respects besubject to the paramount title and rights of Lessor in and to the said Leased Premises.          Lessee’s rights of removal of any building or improvement, as set forth herein, shall beexercised by Lessee within thirty (30) days from and after the termination of this Lease. ShouldLessee fail to remove any such improvement and restore the Leased Premises within thirty (30) daysafter the termination of this Lease, Lessor may, at its sole and exclusive option, either (1) causesuch improvement, addition or building to be removed from Lessor’s property at the expense ofLessee, or (2) retain any such improvement, addition or building and unencumbered fee simple titleto same shall immediately vest in Lessor.**12.****DEFAULTS; ACCELERATION; LIQUIDATED DAMAGES**          Neither Lessor nor Lessee shall be considered in default as to any obligation or condition ofthis Lease, and the Lease shall not be considered as violated in any way unless the status claimedto be a default or violation shall continue for thirty (30) days after written notice thereof isreceived by certified mail to Lessor or Lessee, as the case may be, at the addresses stipulatedherein below. Monetary defaults must be cured by paying all amounts properly due, including anypenalties and interest, within the thirty (30) days after the notice is received by certified mail.Non-monetary defaults may be cured by the good faith commencement of activity needed to curewithin the thirty (30) day period and diligently continuing such activities until cure iscompleted.          Should Lessee be in uncorrected default after the time stipulated in Lessor’s written noticeof default, as immediately hereinabove provided, the base rentals (excluding any throughputcharges) for the current year plus one year shall, without putting Lessor in further default, atonce become due and exigible, and in such event, Lessor shall have the option either at once todemand such rentals or to immediately cancel this Lease; in the event of the exercise of eitheroption by Lessor, Lessee expressly waives being further placed in default under the laws of theState of Louisiana. It is expressly understood by Lessor that any lender to Lessee shall receivenotice of any defaults, have the right to cure such defaults, and / or to otherwise
 

 
assume Lessee’srights and obligations under this Lease including, without limitation: (i) the right to complywith the Lease, (ii) operate or contract with third parties to operate the Leased Premises, (iii)to accept assignment of this Lease in conjunction with the sale of the Leased Premises to a thirdparty, or (iv) to dismantle and sell any improvements to the Leased Premises.          Each condition, provision or obligation hereof is essential to this Lease; and any breach ofsuch condition, provision or obligation shall be considered a default with the parties having therights in such events as otherwise provided herein.          The failure by Lessor to strictly and promptly enforce any condition or obligation hereinstipulated shall not operate as a waiver of Lessor’s rights, Lessor expressly reserving the rightto always enforce prompt payment of rent or to cancel this Lease regardless of any indulgences orextensions previously granted. Failure to comply with any condition or obligation of this Leasewill make Lessee liable for any loss or damage sustained by Lessor.          At the expiration of this Lease or its termination for other causes, Lessee is obligated tosurrender possession within thirty (30) days of such expiration or termination, and should Lesseefail to do so, Lessee consents to pay as liquidated damages two times the per diem rent for eachday that Lessee fails to surrender possession (based upon current base rent due prior to expirationor termination).          Should Lessor allow Lessee to remain in the Leased Premises after the expiration of thisLease, this shall not be construed as a re-conduction of this Lease.**13.****ASSIGNABILITY OF LEASE; SUB-LEASE**          Lessee shall have the unfettered right to assign or mortgage this Lease or Lessee’s rightsherein to (i) affiliates, subsidiaries or parents, (ii) Lessee’s lenders in connection with anyfinancing requiring the mortgage, pledge, encumbering, or assignment of the Lease, (iii) a thirdparty with credit worthiness at least equivalent to that of Lessee in conjunction with a sale ofthe Facility or assignment of this lease, or (iv) a third party with credit worthiness at leastequivalent to that of Lessee in conjunction with a change in control of Lessee or its affiliates,subsidiaries or parents. Otherwise, Lessee shall not have the right to, and agrees that it will notsublet the Leased
 

 
Premises and/or sell, transfer or assign this Lease, in whole or in part, or therights herein granted or any part thereof; or give or grant to anyone the use, possession oroccupancy of any portion of the Leased Premises for any purpose without the written consent ofLessor, which consent shall not be unreasonably withheld, and any attempt on the part of Lessee,whether completed or not, to violate the agreement contained in this Part, shall give the Lessorthe right and option to instantly cancel this Lease without putting Lessee in default.**14.****DISPOSAL OF WASTE; UPKEEP OF LEASED FACILITY**          It is understood that Lessee’s proposed business, or any other operation or enterprise ofLessee, shall be conducted (subject to Lessor’s obligations contained in Article 7) so as to keepand maintain the Leased Premises in such a manner so as to be conducive with the general harmoniousoperations of the port area, and, specifically, to so upkeep the Leased Premises as to prevent theaccumulation of any unsightly debris or waste products, and to prevent the occurrence of anynoxious odors.**15.****ATTORNEY’S FEES**          Lessee agrees to pay all costs of collection, including reasonable attorney’s fees, if all orany part of the rent stipulated herein is collected after maturity with the aid of an attorney. Inthe event of litigation to enforce the terms and conditions of this Lease, the losing party shallpay the other party’s attorney’s fees, which shall be reasonable.**16.****EXCLUSIONS**          Should Lessee be prevented from operating the Leased Premises from causes due directly orindirectly from hostile or warlike action at a time of peace or war, including any action inhindering, combating or defending actual, impending or expected attack, any riot or civilcommotion, governmental condemnation or prohibition not related to the fault of Lessee, nuclearholocaust, tornado, flood or other force majeure or act of God, or should same cause Lessee to bein default of Lessee’s obligations hereunder, then and in that event, Lessee’s obligations underthis Lease shall be suspended during the period that such occurrences prevent Lessee’s operationand/or cause Lessee to be in default of its obligations hereunder.
 

 
          Should Lessee be prevented from operating the Leased Premises from causes due directly orindirectly from strikes or labor disputes not involving Lessee’s employees, or should suchoccurrences cause Lessee to be in default of Lessee’s obligation hereunder, then and in thatevent, Lessor shall not be entitled to Lessor’s remedy in the event of default of Lessee asprovided in Part 11 hereinabove, and to this extent, Lessee’s obligations under this Lease shall beconsidered as suspended during the period that such causes prevent Lessee’s operation of LeasedPremises and/or causes Lessee to be in default of its obligations hereunder.          It is understood that Lessee’s obligations herein provided shall again accrue in favor ofLessor immediately upon the cessation of any such causes. Any such suspension shall not extend thePrimary Term or any extension of this Lease.**17.****RIGHTS OF OTHERS UNDER LAW**          Other than as set forth in Article 12, nothing expressed or implied herein is intended, norshall be construed, in any way or for any reason, whatsoever, to confer upon or to give to anyperson, firm or corporation, other than the parties signatory hereto, any rights or remedies byreason of or arising out of this Lease.**18.****AGREEMENT TO BE BOUND BY CONTRACT**          This Lease shall be binding not only upon the parties hereto, but also upon their successorsor assigns, and the parties hereto agree, for them and their successors or assigns, to execute anyinstruments and to perform any acts which may be necessary or proper to carry out the purposes ofthis Lease.**19.****PARAGRAPH HEADINGS**          All headings set forth in this Lease are intended for convenience only, and shall not controlor affect the meaning, construction or effect of this Lease or any of the provisions hereof.**20.****STATE LAW GOVERNING**          This Lease shall be governed, interpreted and enforced by, under and in accordance with thelaws of the State of Louisiana.
 

 
          Except as herein expressly stipulated and provided for, Lessor and Lessee do each reserve andstipulate unto themselves any and all rights and entitlements and commensurate obligations providedfor and accorded to each of them under the laws of the State of Louisiana.**21.****NOTICES**          Any notices set forth or required herein may be delivered by certified mail, return receiptrequested, to Lessor or Lessee, as the case may be, addressed as follows:   **LESSOR:** Lake Providence Port Commission     409 Port Road