Exhibit 10.5


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO ARCLIGHT CLEAN TRANSITION CORP.IF
PUBLICLY DISCLOSED.


SUBJECT TO FED. R. EVID. 408


 


LEASE AGREEMENT


THIS LEASE AGREEMENT is made this 8th day of
May, 2015 between PAC OPERATING LIMITED PARTNERSHIP (“Landlord”), and the Tenant named below.


 


Tenant:


 


Proterra Inc., a Delaware corporation


 


Tenant’s Representative, Address, and Telephone:


 


Eric J. McCarthy


1 Whitlee Court


Greenville, South Carolina 29607


864-438-0000


 


Premises: The entire interior portion of the Building, containing
approximately 157,055 rentable square feet, as determined by Landlord, as shown on Exhibit A and more commonly known as 383-393 South
Cheryl Lane, City of Industry, California 91789.


 


Project: Prologis Industry Distribution Center 4


 


Building: 


Prologis Industry Distribution Center 4


383-393 South Cheryl Lane


City of lndustry, California 91789


 


Tenant’s Proportionate Share of Project: 100.00 % of the 157,055
square foot Project


 


Tenant’s Proportionate Share of Building: 


100.00 % of the 157,055 square foot Building


 


Lease Term: Beginning on the Commencement Date and ending on
the last day of the forty-eighth (48th) full month following the Commencement Date.


 


Commencement Date: September 1, 2015


 


Initial Monthly Base Rent: See Addendum 1


 


Base Year: 2015


 


Security Deposit: $108,119.48


 


Addenda:


 


1. Base Rent Adjustments 2. HVAC Maintenance
Contract 3. Move Out Conditions 4. Construction Addendum 5. One Renewal Option (Baseball Arbitration)


 






     


     


    

 


Exhibits: 


 


A. Site Plan


B. Project Rules and Regulations


C. Commencement Date Certificate


 


1. Granting Clause. In consideration of the
obligation of Tenant to pay rent as herein provided and in consideration of the other terms, covenants, and conditions hereof,
landlord leases to Tenant, and Tenant takes from landlord, the Premises, to have and to hold for the Lease Term, subject to the
terms, covenants and conditions of this lease.


 


2. Acceptance of Premises. Except as otherwise expressly provided herein,
Tenant shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations,
covenants and restrictions. Except as otherwise expressly provided herein, landlord has made no representation or warranty as to the suitability
of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s
intended purposes. Except as otherwise expressly provided in this lease, in no event shall Landlord have any obligation for any limitation
on the use of the Premises. The taking of possession of the Premises shall be conclusive evidence that the Premises were in good condition
at the time possession was taken except for items that are Landlord’s responsibility under this Lease. No later than 10 days after written
demand is made therefor by landlord of Tenant, Tenant shall execute and deliver to landlord a Commencement Date Certificate in the form
of Exhibit C attached to and hereby made a part of this Lease. Tenant hereby acknowledges that as of the date of this Lease, the Premises
are occupied by an existing tenant (the “Existing Tenant”). Tenant hereby acknowledges and agrees that Landlord shall not deliver
possession of the Premises to Tenant until Landlord has obtained lawful possession of the Premises from the Existing Tenant. The lease
of the Premises to the Existing Tenant expires on June 30, 2015. In the event the Existing Tenant does not vacate the Premises on or before
the Commencement Date as provided above, then the Commencement Date of this Lease shall be extended on a per diem basis for every day
of delay beyond the Commencement Date until such date as Landlord does obtain lawful possession of the Premises from the Existing Tenant.
Notwithstanding the foregoing, in the event landlord is unable to deliver possession of the Premises by December 1, 2015, excluding any
delays resulting from a Tenant Delay (as defined in Addendum 4), then Tenant may terminate this Lease by giving notice to Landlord no
later than December 5, 2015.


 


Notwithstanding anything contained herein to the contrary, landlord
represents and warrants that as of the date of this Lease, landlord has not received notice of any non-compliance with the Legal Requirements.
Landlord represents and warrants that as of the Commencement Date all Building systems, features and equipment shall be in good operating
order and condition.


 


3. Use. The Premises shall be used only for
the purpose of manufacturing battery-electric transit buses and other uses incident thereto and for such other lawful purposes as may
be incidental thereto (“Tenant’s Use”). Tenant shall not conduct or give notice of any auction, liquidation, or going out of
business sale on the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit waste, overload
the floor or structure of the Premises or subject the Premises to use that would damage the Premises. Tenant shall not permit any objectionable
or unpleasant odors, smoke, dust, gas, noise, or vibrations to emanate from the Premises, or take any other action that would constitute
a nuisance or would disturb, unreasonably interfere with, or endanger Landlord or any tenants of the Project. Outside storage, including
without limitation, storage of trucks and other vehicles, is prohibited without Landlord’s prior written consent; provided, however,
Tenant shall have the right to park operable vehicles and trailers overnight at the truck loading docks and designated truck and trailer
parking areas for the Premises and operable automobiles in the designated automobile parking areas, and further provided there is no
material interference with the access of other tenants to Project parking lots and truck courts. Tenant, at its sole expense, shall use
and occupy the Premises in compliance with all laws, including, without limitation, the Americans With Disabilities Act (if Tenant receives
notice of non-compliance), orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions
now or hereafter applicable to the Premises (collectively, “Legal Requirements”). The Premises shall not be used as a place
of public accommodation under the Americans With Disabilities Act or similar slate statutes or local ordinances or any regulations promulgated
thereunder, all as may be amended from time to time. Subject to any of landlord’s express representations and other obligations under
this Lease, Tenant shall at its expense make any alterations or modifications, within or without the Premises, upon receipt by Tenant
of a notification of non-compliance with any Legal Requirements related to Tenant’s Use or occupation of the Premises. Tenant will not
use or permit the Premises to be used for any purpose or in any mam1er that would void Tenant’s or Landlord’s insurance, increase the
insurance risk, or cause the disallowance of any sprinkler credits. If any increase in the cost of any insurance on the Premises or the
Project is caused by Tenant’s use or occupation of the Premises, or because Tenant vacates the Premises, then Tenant shall pay the amount
of such increase to Landlord. Any occupation of the Premises by Tenant prior to the Commencement Date shall be subject to all obligations
of Tenant under this lease, except for the obligations to pay rent.


 






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4. Base Rent. Tenant shall pay Base Rent in
the amount set forth on Page 1 of this Lease. The first month’s Base Rent and the Security Deposit shall be due and payable on the date
hereof, and Tenant promises to pay to Landlord in advance, without demand, deduction or set-on: monthly installments of Base Rent on
or before the first day of each calendar month succeeding the Commencement Date. Payments of Base Rent for any fractional calendar month
shall be prorated. All payments required to be made by Tenant to Landlord hereunder (or to such other party as Landlord may from time
to time specify in writing) shall be made by check or by Electronic Fund Transfer (“EFT’) of immediately available federal funds
before 11 :00 a.m., Eastern Time at such place, within the continental United States, as Landlord may from time to time designate to
Tenant in writing. The obligation of Tenant to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease
are independent obligations. Tenant shall have no right at any time to abate, reduce, or set-off any rent due hereunder except as may
be expressly provided in this Lease. If Tenant is delinquent in any monthly installment of Base Rent or of Operating Expenses beyond
5 days after the due date thereof, and after notice as provided below, Tenant shall pay to landlord on demand a late charge equal to
4 percent of such delinquent sum. Tenant shall not be obligated to pay the late charge until Landlord has given Tenant 5 days written
notice of the delinquent payment (which may be given at any time during the delinquency); provided, however, that such notice shall not
be required more than twice in any 12-month period. The provision for such late charge shall be in addition to all of Landlord’s other
rights and remedies hereunder or at law and shall not be construed as a penalty.


 


5. Security Deposit. The Security Deposit
shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease. The Security Deposit is not an
advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Upon each occurrence of an Event of Default
(hereinafter defined), Landlord may use all or part of the Security Deposit to pay delinquent payments due under this Lease, and the
cost of any damage, injury, expense or liability caused by such Event of Default, without prejudice to any other remedy provided
herein or provided by law. Tenant shall pay Landlord on demand the amount that will restore the Security Deposit to its original
amount. Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee; no interest shall accrue thereon.
The Security Deposit shall be the property of Landlord, but shall be paid to Tenant within forty-five (45) days of the expiration or
termination of this Lease unless Landlord has other rights provided for in this Lease to retain the Security Deposit beyond such
date, including due to Tenant’s failure to fulfill its obligations hereunder. Landlord shall not be required to keep all or any part
of the Security Deposit separate from its general accounts. Tenant waives any limitations set forth in California Civil Code Section
1950.7 limiting the use to which a security deposit may be applied. Landlord shall be released from any obligation with respect to
the Security Deposit upon transfer of this Lease, the Security Deposit and the Premises to a person or entity assuming Landlord’s
obligations under this Paragraph 5.


 






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6. Operating Expenses.


 


(i) Operating Expenses Payments. During
each month of the Lease Term subsequent to the Base Year, on the same date that Base Rent is due, Tenant shall pay Landlord an
amount equal to 1/12 of the annual cost, as estimated by Landlord from time to time, of Tenant’s Proportionate Share (hereinafter
defined) of Excess Operating Expenses for the Project. Payments thereof for any fractional calendar month shall be prorated. The
term “Excess Operating Expenses” means Operating Expenses for the applicable year in excess of Operating Expenses for the
Base Year. The term “Operating Expenses” means all costs and expenses incurred by Landlord with respect to the ownership,
maintenance, and operation of the Project including, but not limited to costs of: Taxes (hereinafter defined) and fees payable to
tax consultants and attorneys for consultation and contesting taxes; insurance; utilities; maintenance, repair and replacement of
all portions of the Project, including without limitation, paving and parking areas, roads, non-structural components of the roofs
(including the roof membrane), alleys, and driveways, mowing, landscaping, snow removal, exterior painting, utility lines, heating,
ventilation and air conditioning systems, lighting, electrical systems and other mechanical and building systems; amounts paid to
contractors and subcontractors for work or services perfom1ed in connection with any of the foregoing; charges or assessments of any
association to which the Project is subject; property management fees payable to a property manager, including any affiliate of
Landlord, or if there is no property manager, an administration fee of 15 percent of the total amount of Operating Expenses;
security services, if any; trash collection, sweeping and removal; and additions or alterations made by Landlord to the Project or
the Building in order to comply with Legal Requirements (other than those expressly required herein to be made by Tenant), provided
that the cost of additions or alterations that are required to be capitalized for federal income tax purposes shall be amortized on
a straight-line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or 10 years.


 


(ii) Operating Expenses Exclusions. Operating Expenses do not include
the following:


 


(1) Any cost or expenditure
(or portion thereof) of which Landlord is reimbursed, whether by insurance proceeds, by another tenant or otherwise;


(2) Rent and similar commissions,
brokerage commissions, advertising and legal expenses related to negotiating and enforcing the leases of other tenants or leases for vacant
space;


(3) Depreciation (except as
expressly allowed herein);


(4) Rental under any ground
lease or other underlying lease;


(5) Any wages, salaries or
other compensation paid to any employee not providing services or work to the Building;


(6) Unless otherwise provided
for herein, any legal, accounting and similar or related costs paid or incurred in connection with any sale, syndication, financing (including
principal, interest and other costs) or refinancing involving the Building and/or Project or any of Landlord’s interests therein;


(7) Any fees, fines, penalties
and/or interests incurred by Landlord as a result of Landlord’s (and/or Landlord’s agents) gross negligence or willful misconduct, including
any breach of Landlord’s obligations under this Lease;


 






    4


     


    

 


(8) Any costs (including,
without limitation, legal fees and expenses), fees, fines, penalties and/or interest incurred by Landlord as a result of Landlord’s failure
to pay timely any obligations of Landlord, except to the extent due to Tenant’s failure to timely pay Tenant’s Proportionate Share of
Operating Expenses;


(9) Costs of disputes between
Landlord and any third party regarding matters not related to or having any commercially reasonable relationship to the Building and/or
the Project;


(10) Any debt losses, rent
losses or reserves for bad debt;


(11) Costs or expenses incurred
in connection with satisfying obligations of Landlord which are expressly provided in this Lease or any other leases of space in the Building
to be done at Landlord’s sole cost and expense;


(12) Costs or expenses related
to Landlord’s cleaning, removal, remediation or compliance required due to the existence of any hazardous materials in, on or affecting
the Building, except to the extent caused by Tenant;


(13) Costs incurred in building-out,
renovating or otherwise improving or decorating or redecorating premises for tenants or other occupants of the Building and/or Project
or vacant leasable space in the Building and/or Project; and


(14) Costs or expenses incurred
in connection with satisfying obligations of any Legal Requirements that existed and applied to the Building and/or Project prior to the
Commencement Date and were not necessitated by Tenant’s use of the Premises or by alterations to the Premises made by Tenant.


 


(iii) Cap on Controllable Operating Expenses. Tenant shall not be obligated
to pay for Controllable Operating Expenses in any year to the extent they have increased by more than seven percent (7%) per annum, compounded
annually on a cumulative basis from the first full calendar year following the Commencement Date during the Lease Term. For purposes of
this Paragraph, Controllable Operating Expenses shall mean all Operating Expenses as set forth in this Paragraph 6 of the Lease, except
for Taxes, insurance premiums, costs in connection with adverse weather conditions (including, without limitation, snow removal), cost
of unanticipated repairs, costs in connection with compliance with the Legal Requirements, property management fees, and repairs or maintenance
necessary exclusively as a result of activities of Tenant or its agents at the Project and utility costs. Controllable Operating Expenses
shall be determined on an aggregate basis and not on an individual basis, and the cap on Controllable Operating Expenses shall be determined
on Operating Expenses as they have been adjusted for vacancy or usage pursuant to the terms of the Lease.


 


(iv) Operating Expenses Adjustments. If
Tenant’s total payments of Operating Expenses for any year are less than Tenant’s Proportionate Share of Excess Operating Expenses
for such year, then Tenant shall pay the difference to Landlord within 30 days after demand, and if more, then Landlord shall retain
such excess and credit it against Tenant’s next payments. For purposes of calculating Tenant’s Proportionate Share of Excess
Operating Expenses, a year shall mean a calendar year except the last year, which shall end on the expiration of this Lease. For
purposes of calculating Excess Operating Expenses for the last year of the Lease Term, Operating Expenses for the Base Year shall be
reduced proportionately based upon the number of days that this Lease is in effect during such last year. With respect to Operating
Expenses which Landlord allocates to the entire Project, Tenant’s “Proportionate Share” shall be the percentage set forth
on the first page of this Lease as Tenant’s Proportionate Share of the Project as reasonably adjusted by Landlord in the future for
changes in the physical size of the Premises or the Project; and, with respect to Operating Expenses which Landlord allocates only
to the Building, Tenant’s “Proportionate Share” shall be the percentage set forth on the first page of this Lease as
Tenant’s Proportionate Share of the Building as reasonably adjusted by Landlord in the future for changes in the physical size of
the Premises or the Building. Landlord may equitably increase Tenant’s Proportionate Share for any item of expense or cost
reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the
Project or Building that includes the Premises or that varies with occupancy or use.


 






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(v) Operating Expense Budgets and Reconciliations. Landlord will annually
provide to Tenant a budget of anticipated Operating Expenses. Within ninety (90) days after the conclusion of each year, Landlord will
provide Tenant with a reconciliation of Operating Expenses for the prior year. The Operating Expenses statements/budget(s) shall reasonably
show applicable calculations and detailed line items consistent in format from year to year. Landlord agrees promptly to comply with Tenant’s
commercially reasonable inquiries into any budget and/or Operating Expense questions.


 


7. Utilities. Tenant shall pay for all
water, gas, electricity, heat, light, power, telephone, sewer, sprinkler services, refuse and trash collection, and other utilities
and services used on the Premises, all maintenance charges for utilities, and any storm sewer charges or other similar charges for
utilities imposed by any governmental entity or utility provider, together with any taxes, penalties, surcharges or the like
pertaining to Tenant’s Use. Landlord may cause at Tenant’s expense any utilities to be separately metered or charged directly to
Tenant by the provider in the event Landlord reasonably determines that Tenant’s use of such jointly metered utility materially
exceeds the use of such jointly metered utility by other tenants in the Building. Tenant shall pay its share of all charges for
jointly metered utilities based upon consumption, as reasonably determined by Landlord. Except as expressly set forth below, no
interruption or failure of utilities shall result in the termination of this Lease or the abatement of rent. Notwithstanding
anything contained herein to the contrary, in the event that such interruption or cessation of utilities results from Landlord’s
negligent or willful act or omission continues beyond five (5) consecutive business days from the date of such intem1ption or
cessation, then, provided Tenant has delivered Landlord with prompt notice of such intcm1ption, the rent under this Lease will
abate, commencing on the fifth (5th) consecutive business day the Premises remain untenantable, and continuing until the date on
which the utilities are restored and the Premises are again tenantable. No abatement of rentals as hereinabove described will apply
in the event such interruption of utilities is the result of Tenant’s alterations to the Premises, or any negligent act or omission
of Tenant, its agents, employees or contractors, or any cause other than the negligent or willful act or omission of Landlord or its
employees, agents or contractors.


 


8. Taxes. Landlord shall pay all taxes,
assessments and governmental charges (collectively referred to as “Taxes”) that accrue against the Project during the
Lease Term, which shall be included as part of the Operating Expenses charged lo Tenant. Landlord may contest by appropriate legal
proceedings the amount, validity, or application of any Taxes or liens thereof. All capital levies or other taxes assessed or
imposed on Landlord upon the rents payable to Landlord under this Lease and any franchise tax, any excise, use, margin, transaction,
sales or privilege tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents from the Premises
and/or the Project or any portion thereof shall be paid by Tenant to Landlord monthly in estimated installments or upon demand, at
the option of Landlord, as additional rent; provided, however, in no event shall Tenant be liable for any net income taxes imposed
on Landlord unless such net income taxes are in substitution for any Taxes payable hereunder or any fees, fines, penalties and/or
interest incurred by Landlord due to Landlord’s failure to pay any taxes on or before the due date thereof, except to the extent due
to Tenant’s failure to timely pay Tenant’s Proportionate Share of Operating Expenses. If any such tax or excise is levied or
assessed directly against Tenant or results from any Tenant-Made Alterations (defined below), then Tenant shall be responsible for
and shall pay the same at such times and in such manner as the taxing authority shall require. Tenant shall be liable for all taxes
levied or assessed against any personal property or fixtures placed in the Premises, whether levied or assessed against Landlord or
Tenant.


 






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9. Insurance. Landlord shall maintain all
risk or special form property insurance covering the full replacement cost of the Building and commercial general liability
insurance on the Project in forms and amounts customary for properties substantially similar to the Project, subject to customary
deductibles. Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it may deem necessary,
including but not limited to, rent loss insurance. All such insurance shall be included as part of the Operating Expenses charged to
Tenant. The Project or Building may be included in a blanket policy (in which case the cost of such insurance allocable to the
Project or Building will be determined by Landlord based upon reasonable total insurance cost calculations). Tenant shall also
reimburse Landlord for any increased premiums or additional insurance which Landlord reasonably deems necessary as a result of
Tenant’s Use of the Premises. Tenant, at its expense, shall maintain during the Lease Term the following insurance, at Tenant’s sole
cost and expense: (1) commercial general liability insurance applicable to the Premises and its appurtenances providing, on an
occurrence basis, a minimum combined s ingle limit of $2,000,000; and in the event properly of Tenant’s invitees or customers are
kept in, or about the, Premises, Tenant shall maintain warehouser’s legal liability or bailee customers insurance for the full value
of the property of such invitees or customers as determined by the warehouse contract between Tenant and its customer; (2) all risk
or special form property insurance covering the full replacement cost of all property and improvements installed or placed in the
Premises by Tenant; (3) workers’ compensation insurance as required by the state in which the Premises is located and in amounts as
may be required by applicable statute and shall include a waiver of subrogation in favor of Landlord; (4) employers liability
insurance of at least $1,000,000, (5) business automobile liability insurance having a combined single limit of not less than
$2,000,000 per occurrence insuring Tenant against liability arising out of the ownership maintenance or use of any owned, hired or
nonowned automobiles, and (6) business interruption insurance with a limit of liability representing loss of at least approximately
6 months of income.


 


Any company writing any of the insurance
required hereunder shall have an A.M. Best rating of not less than A-VIII and provide primary coverage to Landlord (any policy
issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant’s policies). Tenant’s commercial
general liability and, if applicable, warehouser’s legal liability or bailee customers insurance policies shall name Tenant as a
named insured and Landlord, its property manager, and other designees of Landlord as the interest of such designees shall appear, as
additional insureds. The limits and types of insurance maintained by either party shall not limit such party’s liability under this
Lease. Tenant shall provide Landlord with certificates of such insurance as required under this Lease prior to the earlier to occur
of the Commencement Date or the date Tenant is provided with possession of the Premises, and thereafter upon renewals at least 15
days prior to the expiration of the insurance coverage. Acceptance by Landlord of delivery of any certificates of insurance does not
constitute approval or agreement by Landlord that the insurance requirements of this section have been met, and failure of Landlord
to identify a deficiency from evidence provided will not be construed as a waiver of Tenant’s obligation to maintain such insurance.
In the event any of the insurance policies required to be carried by Tenant under this Lease shall be cancelled prior to the
expiration date of such policy, or if Tenant receives notice of any cancellation of such insurance policies from the insurer prior
to the expiration date of such policy, Tenant shall: (a) immediately deliver notice to Landlord that such insurance has been, or is
to be, cancelled, (b) shall promptly replace such insurance policy in order to assure no lapse of coverage shall occur, and (c)
shall deliver to Landlord a certificate of insurance for such policy. The insurance required to be maintained hereunder are only
minimum insurance requirements and both parties agree and understand that such insurance requirements may not be sufficient to fully
meet a party’s insurance needs.


 


The all risk or special form property
insurance obtained by Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based upon an
assignment from its insured, against Landlord or Tenant, their officers, directors , employees, managers, agents, invitees and
contractors, in connection with any loss or damage thereby insured against. Neither party nor its officers, directors, employees,
managers, agents, invitees or contractors shall be liable to the other for loss or damage caused by any risk coverable by all risk
or special form property insurance, and each party waives any claims against the other party, and its officers, directors,
employees, managers, agents, invitees and contractors for such loss or damage. The failure of a party to insure its property shall
not void this waiver. Tenant and its agents, employees and contractors shall not be liable for, and Landlord hereby waives all
claims against such parties for losses resulting from an interruption of Landlord’s business, or any person claiming through
Landlord, resulting from any accident or occurrence in or upon the Premises or the Project from any cause whatsoever, including
without limitation, damage caused in whole or in part, directly or indirectly, by the negligence of Tenant or its agents, employees
or contractors. Landlord and its agents, employees and contractors shall not be liable for, and Tenant hereby waives all claims
against such parties for losses resulting from an interruption of Tenant’s business, or any person claiming through Tenant,
resulting from any accident or occurrence in or upon the Premises or the Project from any cause whatsoever, including without
limitation, damage caused in whole or in part, directly or indirectly, by the negligence of Landlord or its agents, employee-s or
contractors.


 






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10. Landlord’s Repairs.


 


(i) Repairs Excluded from Operating
Expenses. Landlord shall repair, at its expense and without pass through as an Operating Expense, the structural soundness of the
roof (which does not include the roof membrane), the structural soundness of the foundation, and the structural soundness of the
exterior and interior loadbearing walls of the Building in good repair, reasonable wear and tear and uninsured losses and damages to
the extent caused by Tenant, its agents and contractors excluded. The term “walls” as used in this Paragraph 10 shall not
include windows, glass or plate glass, doors or overhead doors, special store fronts, dock bumpers, dock plates or levelers, or
office entries. Subject to Paragraphs 9 and 15, Landlord shall repair, at Landlord’s sole expense, any repairs made necessary by the
gross negligence, misuse or default of Landlord, its employees, agents, customers or invitees Tenant shall promptly give Landlord
written notice of any repair required by Landlord pursuant to this Paragraph 10, after which Landlord shall have a reasonable
opportunity to repair.


 


(ii) Repairs Included in Operating Expenses. Landlord shall keep and
maintain in good order, condition and repair the roof membrane, corridors, common areas, parking areas, access ways, landscape, grounds,
shared facilities and other common areas of the Building and/or Project. In addition, Landlord shall keep and maintain in good order,
condition and repair the electrical, plumbing, heating, ventilation and air conditioning systems and conduits located outside the Premises
that are serving the Premises, except for any specific repair requirements of Tenant as set forth herein.


 


11. Tenant’s Repairs. Subject to Landlord’s obligation in Paragraph
10 and subject lo Paragraphs 9 and 15, Tenant, at its expense, shall repair, replace and maintain in good condition all portions of the
Premises and all areas, improvements and systems exclusively serving the Premises including, without limitation, dock and loading areas,
truck doors, plumbing, water and sewer lines up to points of common connection, fire sprinklers and fire protection systems, entries,
doors, ceilings, windows, interior walls, and the interior side of demising walls, and heating, ventilation and air conditioning systems.
Such repair and replacements include capital expenditures and repairs whose benefit may extend beyond the Tenn. Heating, ventilation and
air conditioning systems and other mechanical and building systems exclusively serving the Premises shall be maintained at Tenant’s expense
pursuant to maintenance service contracts entered into by Tenant or, at L1ndlord’s election, by Landlord, in which case the costs of such
contracts entered into by Landlord shall be included as an Operating Expense. The scope of services and contractors under such maintenance
contracts shall be reasonably approved by Landlord. If Tenant fails to perform any repair or replacement for which it is responsible within
fifteen (15) days or such longer period so long as Tenant commences curative action within such fifteen day period and diligently and
continuously pursues such action so as to fully and completely complete such repair or replacement no later than 90 days after notice
thereof from Landlord, then Landlord may perform such work and be reimbursed by Tenant within 10 days after demand therefor for Landlord’s
reasonable, actual costs. Subject to Paragraphs 9 and 15, Tenant shall bear the full cost of any repair or replacement to any part of
the Building or Project that results from damage caused by Tenant, its


agents, contractors, or invitees and any repair that benefits only
the Premises.


 






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12. Tenant-Made Alterations and Trade
Fixtures. Except as expressly provided otherwise herein, any alterations, additions, or improvements made by or on behalf of Tenant
to the Premises (“Tenant-Made Alterations”) shall be subject to Landlord’s prior written consent. Tenant shall cause, at
its expense, all Tenant Made Alterations to comply with insurance requirements and with Legal Requirements and shall construct at
its expense any alteration or modification required by Legal Requirements as a result of any Tenant-Made Alterations. All
Tenant-Made Alterations shall be constructed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and
only good grades of materials shall be used. All plans and specifications for any Tenant-Made Alterations shall be submitted to
Landlord for its approval. Landlord may monitor construction of the Tenant-Made Alterations. Tenant shall reimburse Landlord for its
reasonable, out-of-pocket costs in reviewing plans and specifications and in monitoring construction. Landlord’s right to review
plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see
that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Tenant shall provide
Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such
construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall
furnish security or make other arrangements satisfactory to Landlord to assure payment for the completion of all work free and clear
of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance
company satisfactory to Landlord protecting Landlord against liability for personal injury or property damage during construction.
Upon completion of any Tenant-Made Alterations, Tenant shall deliver to Landlord sworn statements setting forth the names of all
contractors and subcontractors who did work on the Tenant-Made Alterations and final lien waivers from all such contractors and
subcontractors. Upon surrender of the Premises, all Tenant-Made Alterations and any leasehold improvements constructed by Landlord
or Tenant shall remain on the Premises as Landlord’s property, except to the extent Landlord requires removal at Tenant’s expense of
any such items or Landlord and Tenant have otherwise agreed in writing in connection with Landlord’s consent to any Tenant-Made
Alterations. Tenant shall repair any damage caused by the removal of such Tenant-Made Alterations upon surrender of the Premises.
Tenant, at its own cost and expense and without Landlord’s prior approval, may erect such shelves, racking, bins, machinery and
trade fixtures (collectively “Trade Fixtures”) in the ordinary course of its business provided that such items do not
alter the basic character of the Premises, do not overload or damage the Premises, and may be removed without injury to the
Premises, and the construction, erection, and installation thereof complies with all Legal Requirements and with Landlord’s
requirements set forth above. Tenant shall remove its Trade Fixtures and shall repair any damage caused by such removal upon
surrender of the Premises. In addition, notwithstanding anything to the contrary contained in this Lease, (a) Tenant will be able to
make non-structural alterations, improvements and/or additions that do not impact the Building systems and arc not visible from
outside the Premises without first obtaining Landlord’s written consent thereto which individually cost less than S 15,000.00 or,
together with the cost of all non-structural alterations, improvements or additions made that do not impact the Building systems and
are not visible from outside the Premises which cost less than $30,000.00 over the Lease Term and (b) Landlord will be able to
withhold its consent, in its reasonable discretion, with respect to any alteration, improvements and/or additions in or to the
Premises which are made to or affect (A) the structural components of the Building or (B) the mechanical or plumbing systems or
exterior of the Building.


 


13. Signs. Tenant shall not make any changes to the exterior of the
Premises, install any exterior lights, decorations, balloons, flags, pennants, banners, or painting, or erect or install any signs, windows
or door lettering, placards, decorations, or advertising media of any type which can be viewed from the exterior of the Premises, without
Landlord’s prior written consent, which consent may be withheld in Landlord’s sole discretion. Upon surrender or vacation of the Premises,
Tenant shall have removed all signs and repair, paint, and/or replace the building facia surface to which its signs arc attached. Tenant
shall obtain all applicable governmental permits and approvals for sign and exterior treatments. All signs, decorations, advertising media,
blinds, draperies and other window treatment or bars or other security installations visible from outside the Premises shall be subject
to Landlord’s approval and conform in all respects to Landlord’s requirements. \


 






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14. Parking. Tenant shall be entitled to park in common with other
tenants of the Project in those areas designated for nonreserved parking within the Project; however with respect to the Building, and
the Site Plan attached hereto, in no event shall Tenant have less than Tenant’s Proportionate Share of Building parking. Landlord shall
not be responsible for enforcing Tenant’s parking rights against any third parties.


 


15. Restoration. If at any time during the
Lease Term the Premises are damaged by a fire or other casualty, Landlord shall notify Tenant within 60 days after such damage as to
the amount of time Landlord reasonably estimates it will take to restore the Premises. If the restoration time is estimated to
exceed 6 months, either Landlord or Tenant may elect to terminate this Lease upon notice to the other party given no later than 30
days after Landlord’s notice. If neither party elects to terminate this Lease or if Landlord estimates that restoration will take 6
months or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall promptly restore the Premises excluding
the improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising from the collection of insurance
proceeds or from Force Majeure events. Tenant at Tenant’s expense shall promptly perform, subject to delays arising from the
collection of insurance proceeds, or from Force Majeure events (as defined in Paragraph 33), all repairs or restoration not required
to be done by Landlord and shall promptly reenter the Premises and commence doing business in accordance with this Lease.
Notwithstanding the foregoing, either party may terminate this Lease if the Premises are damaged during the last year of the Lease
Term and Landlord reasonably estimates that it will take more than one month to repair such damage. Base Rent and Operating Expenses
shall be abated for the period of repair and restoration commencing on the date of such casualty event in the proportion which the
area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises. Such abatement shall be the
sole remedy of Tenant, and except as provided herein, Tenant waives any right to terminate the Lease by reason of damage or casualty
loss. In the event that either party elects to terminate the Lease pursuant to the express provisions of this paragraph, all rent
shall be apportioned to and shall cease as of the date of the casualty. Notwithstanding the terms and conditions of this Paragraph
15, if the Premises are not restored by Landlord on, or prior to, the date which is the later of 6 months of the date of the
casualty event (subject to Force Majeure and Tenant-caused delays) or the date Landlord estimated completion of the restoration as
described above (subject to Force Majeure and Tenant-caused delays), Tenant may terminate the Lease upon thirty (30) days written
notice to Landlord; provided, however, if Landlord completes the restoration in said thirty (30) day notice period, Tenant’s notice
of termination shall be null and void and this Lease shall continue in full force and effect. Notwithstanding anything contained in
the Lease to the contrary, to the extent the damage to the Project is attributable solely to Tenant, Tenant shall pay to Landlord
with respect to any damage to the Project an amount of the commercially reasonable deductible under Landlord’s insurance policy, not
to exceed $10,000.00, within 30 days after presentment of Landlord’s invoice.


 


16. Condemnation. If any part of the
Premises or the Project should be taken for any public or quasipublic use under governmental law, ordinance, or regulation, or by
right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would
materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this
Lease shall terminate and Base Rent shall be apportioned as of said date. In the event (i) more than thirty percent (30%) of the
Premises is involved in a Taking as described in this Paragraph 16, or (ii) more than thirty percent (30%) of the parking spaces for
the Building are Taken and not replaced by Landlord with other parking spaces in the Project reasonably proximate to the Building,
and in either case the Taking, in Tenant’s reasonable judgment, would materially interfere with or impair Tenant’s operations at the
Premises, then in any such event Tenant shall have the right to terminate this Lease by giving written notice of termination to
Landlord within thirty (30) days of such Taking. If part of the Premises shall be Taken, and this Lease is not terminated as
provided above, the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and
reasonable under the circumstances. In the event of any such Taking, Landlord shall be entitled to receive the entire price or award
from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award
Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the
condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving
expenses and damage to Tenant’s Trade Fixtures, if a separate award for such items is made to Tenant.


 






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17. Assignment and Subletting. Without
Landlord’s prior written consent, which shall not be unreasonably withheld conditioned or delayed, Tenant shall not assign this
Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any
concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. It shall be
reasonable for the Landlord to withhold, delay or condition its consent, where required, to any assignment or sublease in any of the
following instances: (i) the assignee or sublessee docs not have a net worth calculated according to generally accepted accounting
principles at least equal to the greater of the net worth of Tenant immediately prior to such assignment or sublease or the net
worth of the Tenant at the time it executed the Lease; (ii) occupancy of the Premises by the assignee or sublessee would, in
Landlord’s opinion, violate any agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the
Project, or similar matters; ( iii) the identity or business reputation of the assignee or sub lessee will, in the good faith
judgment of Landlord, tend to damage the goodwill or reputation of the Project; (iv) the assignment or sublease is to another tenant
in the Project and is at rates which are below those charged by Landlord for comparable space in the Project; or (v) in the case of
a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in the sublease. The
foregoing criteria shall not exclude any other reasonable basis for Landlord lo refuse its consent to such assignment or sublease.
Any approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to
Landlord all information concerning the assignee or sublessee as Landlord may reasonably request. Landlord may revoke its consent
immediately and without notice if, as of the effective date of the assignment or sublease, there has occurred and is continuing any
default under the Lease. For purposes of this paragraph, a transfer of the ownership interests controlling Tenant shall be deemed an
assignment of this Lease unless such ownership interests are publicly traded. Notwithstanding the foregoing to the contrary,
provided no uncured default has occurred under this Lease, and subject to the provisions herein, Tenant may, without Landlord’s
prior written consent, assign this Lease to any entity into which Tenant is merged or consolidated, or to any entity to which
substantially all of Tenant’s assets are transferred, provided the following conditions are met: (x) such merger, consolidation, or
transfer of assets is not principally for the purpose of transferring Tenant’s leasehold estate, (y) such merger, consolidation, or
transfer of assets does not adversely affect the legal existence of the Tenant hereunder, and (z) such merger, consolidation, or
transfer of assets of Tenant does not reduce the tangible net worth of Tenant after giving effect to such transfer as reflected on
the Tenant’s balance sheet (“Permitted Transfer”). Tenant hereby agrees to give Landlord written notice of such merger,
consolidation, or transfer of assets along with any documentation reasonably requested by Landlord related to the required
conditions as provided above.


 


Notwithstanding the above, Tenant may
assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under common control
with Tenant (a “Tenant Affiliate”), without the prior written consent of Landlord. Tenant shall reimburse Landlord for all
of Landlord’s reasonable expenses in connection with any assignment or sublease not to exceed $2,000.00. This Lease shall be binding
upon Tenant and its successors and permitted assigns. Upon Landlord’s receipt of Tenant’s written notice of a desire to assign or
sublet the Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within
30 days after receipt of Tenant’s notice, terminate this Lease with respect to the space described in Tenant’s notice, as of the
date specified in Tenant’s notice for the commencement of the proposed assignment or sublease. Tenant may withdraw its notice to
sublease or assign by notifying Landlord within 10 days after Landlord has given Tenant notice of such termination, in which case
the Lease shall not terminate but shall continue. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety
of Tenant’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for
compliance with all of Tenant’s other obligations under this Lease (regardless of whether Landlord’s approval has been obtained for
any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the
rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the
rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent hereunder all such
excess rental and other excess consideration within 10 days following receipt thereof by Tenant; provided in the event of a sublease
which is less than 100% of the Premises such excess rental and other consideration shall be applied on a square foot basis. If this
Lease is assigned or if the Premises is subleased (whether in whole or in part) or in the event of the mortgage, pledge, or
hypothecation of Tenant’s leasehold interest or grant of any concession or license within the Premises or if the Premises be
occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the
assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other
occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable
hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No
such transaction or collection of rent or application thereof by L1ndlord, however, shall be deemed a waiver of these provisions or
a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.


 






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18. Indemnification.


 


(i) Indemnification by Tenant. Except for
the negligence of Landlord, its agents, employees or contractors, and any losses, liabilities, damages, costs and expenses resulting
from a breach by Landlord of any condition or obligation of this Lease, and to the extent permitted by law, Tenant agrees to
indemnify, defend and hold harmless Landlord, and Landlord’s agents, employees and contractors, from and against any and all losses,
liabilities, damages, costs and expenses (including attorneys’ fees) resulting from claims by third parties for injuries to any
person and damage to or theft or misappropriation or loss of property occurring in or about the Project and arising from the use and
occupancy of the Premises or from any activity, work, or thing done, pem1itted or suffered by Tenant in or about the Premises or due
to any other act or omission of Tenant, its subtenants, assignees, invitees, employees, contractors and agents. The furnishing of
insurance required hereunder shall not be deemed to limit Tenant’s obligations under this Paragraph 18.


 


(ii) Indemnification by Landlord. Except for the negligence of Tenant,
its agents, employees or contractors, and to the extent permitted by law, Landlord agrees to indemnify, defend and hold harmless Tenant,
and Tenant’s agents, employees and contractors, from and against any and all losses, liabilities, damages, costs and expenses (including
attorneys’ fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss
of property occurring in or about the Project and arising from any activity, work, or thing done, permitted or suffered by Landlord in
or about the Project or arising from any other act or omission of Landlord, its assignees, invitees, employees, contractors and agents.
The furnishing of insurance required hereunder shall not be deemed to limit Landlord’s obligations under this Paragraph 18.


 


(iii) Claims. If a claim under the foregoing indemnity is made against
the indemnitee which the indemnitee believes to be covered by an indemnitor’s indemnification obligations hereunder, the indemnitee shall
promptly notify the indemnitor of the claim and, in such notice shall offer to the indemnitor the opportunity to assume the defense of
the claim within 10 business days after receipt of the notice (with counsel reasonably acceptable to the indemnitee). If the indemnitor
timely elects to assume the defense of the claim, the indemnitor shall have the right to settle the claim on any terms it considers reasonable
and without the indemnitee’s prior written consent, as long as the settlement shall not require the indemnitee to render any performance
or pay any consideration, and the indemnitee shall not have the right to settle any such claim. If the indemnitor fails timely to elect
to assume the defense of the claim or fails to defend the claim with diligence, then the indemnitee shall have the right to take over
the defense of the claim and to settle the claim on any terms the indemnitee considers reasonable. Any such settlement shall be valid
as against the indemnitor. If the indemnitor assumes the defense of a claim, the indemnitee may employ its own counsel but such employment
shall be at the sole expense of the indemnitee. If any such claim arises out of the negligence of both Landlord and Tenant, responsibility
for such claim shall be allocated between Landlord and Tenant based on their respective degrees of negligence.


 


These indemnification provisions do not cover claims arising from the
presence or release of Hazardous Materials.


 






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19. Inspection and Access. Upon providing
24 hours advanced notice and subject to Tenant’s reasonable security procedures (except in the event of an emergency, in which such
prior notice shall not be required), Landlord and its agents, representatives, and contractors may enter the Premises at any
reasonable time to inspect the Premises and to make such repairs as may be required or pem1itted pursuant to this Lease and for any
other business purpose. Upon providing 24 hours advanced reasonable notice and subject to Tenant’s reasonable security procedures,
Landlord and Landlord’s representatives may enter the Premises during business hours for the purpose of showing the Premises to
prospective purchasers and, during the last year of the Lease Term, to prospective tenants. Landlord may erect a suitable sign on
the Premises stating the Premises are available to let or that the Project is available for sale. Landlord may grant easements, make
public dedications, designate and modify common areas and create restrictions on or about the Premises, provided that no such
easement, dedication, designation, modification or restriction materially interferes with Tenant’s Use or occupancy of the Premises.
At Landlord’s request, Tenant shall execute such instruments as may be necessary for such casements, dedications or
restrictions.


 


20. Quiet Enjoyment. If Tenant shall
perform all of the covenants and agreements herein required to be performed by Tenant, Tenant shall, subject to the terms of this
Lease, at all times during the Lease Term, have peaceful and quiet enjoyment of the Premises against any person claiming by, through
or under Landlord.


 


21. Surrender. Upon termination of the Lease Term or earlier termination
of Tenant’s right of possession, Tenant shall surrender the Premises to Landlord in the same condition as received ordinary wear and tear,
casualty loss and condemnation covered by Paragraphs 15 and 16 excepted and otherwise in accordance with the Move Out Conditions Addendum
attached hereto. Without limiting the foregoing, Tenant shall remove any odor which may exist in the Premises resulting from Tenant’s
occupancy of the Premises upon the termination of the Lease Term or earlier termination of Tenant’s right of possession. Prior to termination
of the Lease Term, Tenant can request that Landlord walk-through the Premises and inspect the Premises for compliance with Tenant’s requirements
for surrendering the Premises (a “Walk-Through”). Tenant may reasonably request more than one Walk-Through. During any such
Walk-Through, the Landlord agrees to provide a written summary of Landlord’s findings. Any Trade Fixtures, Tenant-Made Alterations and
property not so removed by Tenant as permitted or required herein shall be deemed abandoned and may be stored, removed, and disposed of
by Landlord at Tenant’s expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord’s retention and
disposition of such property. AII obligations of Tenant hereunder not fully performed as of the termination of the Lease Term shall survive
the termination of the Lease Term, including without limitation, indemnity obligations, payment obligations with respect to Excess Operating
Expenses and all obligations concerning the condition and repair of the Premises.


 






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22. Holding Over. If Tenant retains
possession of the Premises after the termination of the Lease Term, unless otherwise agreed in writing, such possession shall be
subject to immediate termination by Landlord at any time, and all of the other terms and provisions of this Lease (excluding any
expansion or renewal option or other similar right or option) shall be applicable during such holdover period, except that Tenant
shall pay Landlord from time to time, upon demand, as Base Rent for the holdover period, an amount equal one and one-half the Base
Rent in effect on the termination date, computed on a monthly basis for each month or part thereof during such holding over. All
other payments shall continue under the terms of this Lease. In addition, Tenant shall be liable for all damages incurred by
Landlord as a result of such holding over. No holding over by Tenant, whether with or without consent of Landlord, shall operate to
extend this Lease except as otherwise expressly provided, and this Paragraph 22 shall not be construed as consent for Tenant to
retain possession of the Premises. For purposes of this Paragraph 22, “possession of the Premises” shall continue until,
among other things, Tenant has delivered all keys to the Premises to Landlord, Landlord has complete and total dominion and control
over the Premises, and so long as Tenant has completely fulfilled all obligations required of it upon termination of the Lease as
set forth in this Lease, including, without limitation, those concerning the condition and repair of the Premises. Notwithstanding
the foregoing, Tenant shall be deemed to have returned possession of the Premises to the Landlord, if at Tenant’s request(s),
Landlord complied with the Walk-Through process and promptly provided written notice(s) of any unfulfilled obligations including but
not limited to any repairs or improvements to the condition of the Premises that need to be addressed prior to Tenant surrendering
the Premises, Tenant has fulfilled such obligations, and Tenant has not caused any damage to the Premises following such
Walk-Through.


 


23. Events of Default. Each of the following events shall be an event
of default (“Event of Default”) by Tenant under this Lease:


 


(i) Tenant shall fail to pay any installment of Base Rent or any other
payment required herein when due, and such failure shall continue for a period of5 days after written notice from Landlord to Tenant that
such payment was due; provided, however, that Landlord shall not be obligated to provide written notice of such failure more than 2 times
in any consecutive 12-month period, and the failure of Tenant to pay any third or subsequent installment of Base Rent or any other payment
required herein when due in any consecutive 12-month period shall constitute an Event of Default by Tenant under this Lease without the
requirement of notice or opportunity to cure; provided, however, that any such notice shall be in lieu of, and not in addition to, any
notice required under applicable law.


 


(ii) Tenant or any guarantor or surety of Tenant’s obligations hereunder
shall (A) make a general assignment for the benefit of creditors; (B) commence any case, proceeding or other action seeking to have an
order for relief entered on its behalf as a debtor or to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or of any substantial part of its property (collectively a “proceeding for relief’); (C) become
the subject of any proceeding for relief which is not dismissed within 60 days of its filing or entry; or (D) die or suffer a legal disability
(if Tenant, guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its legal existence (if Tenant, guarantor
or surety is a corporation, partnership or other entity).


 






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(iii) Any insurance required to be maintained by Tenant pursuant to
this Lease shall be cancelled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted
in this Lease.


 


(iv) Tenant shall not occupy or shall vacate the Premises whether or
not Tenant is in monetary or other default under this Lease. Tenant’s vacating of the Premises shall not constitute an Event of Default
if, prior to vacating the Premises, Tenant has made arrangements reasonably acceptable to Landlord to (a) ensure that Tenant’s insurance
for the Premises will not be voided or cancelled with respect to the Premises as a result of such vacancy, (b) ensure that the Premises
arc secured and not subject to vandalism, and (c) ensure that the Premises will be properly maintained after such vacation, including,
but not limited to, keeping the heating, ventilation and cooling systems maintenance contracts required by this Lease in full force and
effect and maintaining the utility services. Tenant shall inspect the Premises at least once each month and report monthly in \\Tiling
to Landlord on the condition of the Premises.


 


(v) Tenant shall attempt or there shall occur any assignment, subleasing
or other transfer of Tenant’s interest in or with respect to this Lease except as otherwise permitted in this Lease.


 


(vi) Tenant shall fail to discharge any
lien, or in the case of a contested lien to bond or insure such lien with a bond or surety reasonably acceptable to Landlord, placed
upon the Premises in violation of this Lease within 30 days after any such lien or encumbrance is filed against the Premises.


 


(vii) Tenant shall fail to comply with any provision of this Lease
other than those specifically referred to in this Paragraph 23, and except as otherwise expressly provided herein, such default shall
continue for more than 30 days after Landlord shall have given Tenant written notice of such default (said notice being in lieu of, and
not in addition to, any notice required as a prerequisite to a forcible entry and detainer or similar action for possession of the Premises);
provided that if such failure is curable but cannot by its nature be cured within said thirty (30) day period, Tenant shall not be in
default hereunder so long as Tenant commences curative action within such thirty (30) day period and diligently and continuously pursues
the curative action so as to fully and completely cure the failure and no later than ninety (90) days after notice thereof from Landlord.


 


(viii) Tenant agrees that any notice given by Landlord pursuant to
this Paragraph of the Lease shall satisfy the requirements for notice under California Code of Civil Procedure Section 1161, and Landlord
shall not be required to give any additional notice in order to be entitled to commence an unlawful detainer proceeding.


 






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24. Landlord’s Remedies. Upon each
occurrence of an Event of Default and so long as such Event of Default shall be continuing, Landlord may at any time thereafter at
its election: terminate this Lease or Tenant’s right of possession, (but Tenant shall remain liable as hereinafter provided) and/or
pursue any other remedies at law or in equity. Upon the termination of this Lease or termination of Tenant’s right of possession, it
shall be lawful for Landlord, without formal demand or notice of any kind, to re-enter the Premises by summary dispossession
proceedings or any other action or proceeding authorized by law and to remove Tenant and all persons and property therefrom. If
Landlord re-enters the Premises, Landlord shall have the right to keep in place and use, or remove and store, all of the furniture,
fixtures and equipment at the Premises. Except as otherwise provided in the next paragraph, if Tenant breaches this Lease and
abandoned the Premises prior to the end of the term hereof, or if Tenant’s right to possession is terminated by Landlord because of
an Event of Default by Tenant under this Lease, this Lease shall terminate. Upon such termination, Landlord may recover from Tenant
the following, as provided in Section 1951.2 of the Civil Code of California: (i) the worth at the time of award of the unpaid Base
Rent and other charges under this Lease that had been earned at the time of termination; (ii) the worth at the time of award of the
amount by which the reasonable value of the unpaid Base Rent and other charges under this Lease which would have been earned after
termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonable avoided;
(iii) the worth at the time of award by which the reasonable value of the unpaid Base Rent and other charges under this Lease for
the balance of the term of this Lease after the time of award exceeds the amount of such rental loss that Tenant proves could have
been reasonably avoided; and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by
Tenant’s failure to perform its obligations under this Lease or that in the ordinary course of things would be likely to result
therefrom. As used herein, the following terms are defined: (a) The “worth at the time of award” of the amounts referred
to in Sections (i) and (ii) is computed by allowing interest at the lesser of 18 percent per annum or the maximum lawful rate. The
“worth at the time of award” of the amount referred to in Section (iii) is computed by discounting such amount at the
discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent; (b) The “time of award”
as used in clauses (i), (ii), and (iii) above is the date on which judgment is entered by a court of competent jurisdiction; (c) The
“reasonable value” of the amount referred to in clause (ii) above is computed by determining the mathematical product of
(I} the “reasonable annual rental value” (as defined herein) and (2) the number of years, including fractional parts
thereof, between the date of termination and the time of award. The “reasonable value” of the amount referred to in clause
(iii) is computed by determining the mathematical product of (1) the annual Base Rent and other charges under this Lease and (2) the
number of years including fractional parts thereof remaining in the balance of the term of this Lease after the time of award.
Tenant acknowledges and agrees that the term “detriment proximately caused by Tenant’s failure to perform its obligations under
this Lease” includes, without limitation, the value of any abated or free rent given to Tenant.


 


Even though Tenant has breached this Lease and abandoned the Premises,
this Lease shall continue in effect for so long as Landlord does not tem1inate Tenant’s right to possession, and Landlord may enforce
all its rights and remedies under this Lease, including the right to recover rent as it becomes due. This remedy is intended to be the
remedy described in California Civil Code Section 1951 .4, and the following provision from such Civil Code Section is hereby repeated:
“The Lessor has the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s
breach and abandonment and recover rent as it becomes due, if lessee has right to sublet or assign subject only to reasonable limitations).”
Any such payments due Landlord shall be made upon demand therefor from time to time and Tenant agrees that Landlord may file suit to recover
any sums falling due from time to time. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect
in writing to terminate this Lease for such previous breach.


 






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Exercise by Landlord of any one or more remedies hereunder granted
or otherwise available shall not be deemed to be an acceptance of surrender of the Premises and/or a tem1ination of this Lease by Landlord,
whether by agreement or by operation of law, it being understood that such surrender and/or termination can be effected only by the written
agreement of Landlord and Tenant. Any law, usage, or custom to the contrary notwithstanding, Landlord shall have the right at all times
to enforce the provisions of this Lease in strict accordance with the terms hereof; and the failure of Landlord at any time to enforce
its rights under this Lease strictly in accordance with same shall not be construed as having created a custom in any way or manner contrary
to the specific terms, provisions, and covenants of this Lease or as having modified the same. Tenant and Landlord further agree that
forbearance or waiver by Landlord to enforce its rights pursuant to this Lease or at law or in equity, shall not be a waiver of Landlord’s
right to enforce one or more of its rights in connection with any subsequent default. A receipt by Landlord of rent or other payment with
knowledge of the breach of any covenant hereof shall not be deemed a waiver of such breach, and 110 waiver by Landlord of any provision
of this Lease shall be deemed to have been made unless expressed in writing and signed by Landlord. To the greatest extent permitted by
law, Tenant waives the service of notice of Landlord’s intention to re-enter as provided for in any statute, or to institute legal proceedings
to that end, and also waives all right of redemption in case Tenant shall be dispossessed by a judgment or by warrant of any court or
judge. The terms “enter,” “re-enter,” “entry” or “re-entry,” as used in this Lease, are not restricted
to their technical legal meanings. Any reletting of the Premises shall be on such terms and conditions as Landlord in its sole discretion
may determine (including without limitation a term different than the remaining Lease Term, rental concessions, alterations and repair
of the Premises, lease of less than the entire Premises to any tenant and leasing any or all other portions of the Project before reletting
the Premises). Landlord shall not be liable, nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s failure to
relet the Premises or collect rent due in respect of such reletting.


 


25. Tenant’s Remedies/Limitation of
Liability. Landlord shall not be in default hereunder unless Landlord fails to perform any of its obligations hereunder within 30
days after written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation,
require a period of time in excess of 30 days, then after such period of time as is reasonably necessary so long as Landlord
continues to diligently pursue such cure). Upon the occurrence of any such default, Tenant may seek any remedy available at law or
equity including suing for injunctive relief or to recover damages for any loss resulting from such breach. In the event of a
Landlord default that results in an emergency (being defined as an imminent threat of personal injury to Tenant’s employees or
material damage to Tenant’s equipment or other property at the Premises), Tenant shall have the right to make such temporary,
emergency repairs to the roof, foundation, floors and exterior walls of the building of which the Premises arc a part, or the roof
membrane, skylights, roof vents, drains and downspouts of the Project, and the exterior and under s lab utility systems for the
Project, as may be reasonably necessary to prevent such material damage to the equipment or property of Tenant situated in the
Premises, or such personal injury to Tenant’s employees, provided Tenant has no reasonable alternative and has notified or attempted
in good faith to notify Landlord’s representative of such emergency by telephone (with subsequent written notice as soon as
practicable). The provisions of this paragraph do not constitute an authorization by Landlord for Tenant to enter the premises of
any other tenant of the Project, and Tenant has not been designated as Landlord’s agent for the purposes of any such entry. Landlord
shall reimburse Tenant for the reasonable, out-of-pocket costs incurred by Tenant in making such emergency repairs to the roof,
foundation or exterior walls, as applicable, up to (but not to exceed) $25,000.00 with respect to each such occurrence, within
thirty (30) days after submission by Tenant to Landlord of an invoice therefore, accompanied by reasonable supporting documentation
for the costs so incurred. In the event Landlord fails or refuses to reimburse Tenant for such costs within such thirty (30) day
period and Tenant brings an action for recovery of such amounts from Landlord as provided for in this Lease, then Tenant shall be
entitled to recover, in addition to the amount of such costs, interest on such amounts from the date incurred by Tenant until
recovered from Landlord, at the rate provided in Paragraph 37(j) of this Lease, and the reasonable attorneys’ fees and other costs
of court incurred by Tenant in pursuing such action. All obligations of Landlord hereunder shall be construed as covenants, not
conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of
Landlord’s obligations hereunder. All obligations of Landlord under this Lease will be binding upon Landlord only during the period
of its ownership of the Building and not thereafter. The term “Landlord” in this Lease shall mean only the owner, for the
time being of the Building, and in the event of the transfer by such owner of its interest in the Building, such owner shall
thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such obligations shall be binding
during the Lease Term upon each new owner for the duration of such owner’s ownership. Any liability of Landlord under this Lease
shall be limited solely to its interest in the Project, and in no event shall any personal liability be asserted against Landlord in
connection with this Lease nor shall any recourse be had to any other property or assets of Landlord.


 






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26. Subordination of Landlord’s Lien/Security Interest. Landlord subordinates
any contractual, statutory or other Landlord’s lien that may exist on Tenant’s fixtures, furniture, supplies, equipment and inventory
to any of Tenant’s lender(s) or holders of Tenant financing.


 


27. Subordination. This Lease and Tenant’s interest and rights hereunder
are and shall be subject and subordinate at all times to the lien of any first mortgage, now existing or hereafter created on or against
the Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions
thereof, without the necessity of any further instrument or act on the part of Tenant. Tenant agrees, at the election of the holder of
any such mortgage, to attorn to any such holder. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming
such subordination and such instruments of attornment as shall be requested by any such holder. Notwithstanding the foregoing, any such
holder may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon
this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording and in
that event such holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution,
delivery and recording of such mortgage and had been assigned to such holder. The term “mortgage” whenever used in this Lease
shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the “holder’’ of
a mortgage shall be deemed to include the beneficiary under a deed of trust. Landlord will obtain a subordination and non-disturbance
agreement from the current or any future holder of a mortgage utilizing a holder’s commercially reasonable form. As of the Commencement
Date, Landlord represents and warrants that there are no existing defaults and to Landlord’s knowledge no pending defaults under any existing
loans secured by the Premises or the Project. Landlord further represents and warrants that Landlord has sufficient funds to cover the
Initial Improvements.


 


28. Mechanic’s Liens. Tenant has no express or implied authority to
create or place any lien or encumbrance of any kind upon, or in any manner to bind the interest of Landlord or Tenant in, the Premises
or to charge the rentals payable hereunder for any claim in favor of any person dealing with Tenant, including those who may furnish materials
or perform labor for any construction or repairs. Tenant covenants and agrees that it will pay or cause to be paid all sums legally due
and payable by it on account of any labor performed or materials furnished in connection with any work performed on the Premises and that
it will save and hold Landlord harmless from all loss, cost or expense based on or arising out of asserted claims or liens against the
leasehold estate or against the interest of Landlord in the Premises or under this Lease. Tenant shall give Landlord immediate written
notice of the placing of any lien or encumbrance against the Premises and cause such lien or encumbrance to be discharged within 20 days
of the filing or recording thereof; provided, however, Tenant may contest such liens or encumbrances as long as such contest prevents
foreclosure of the lien or encumbrance and Tenant causes such lien or encumbrance to be bonded or insured over in a manner satisfactory
to Landlord within such 20 day period.


 


29. Estoppel Certificates. Tenant and Landlord agree, from time to
time, within 10 days after request from the other party, to execute and deliver to the requesting party, or its designee, any estoppel
certificate requested, stating that this Lease is in full force and effect, the date to which rent has been paid, that to the actual knowledge
the requesting party is not in default hereunder (or specifying in detail the nature of such default), the termination date of this Lease
and such other matters pertaining to this Lease as may be requested. Tenant’s obligation to furnish each estoppel certificate in a timely
fashion is a material inducement for Landlord’s execution of this Lease. No cure or grace period provided in this Lease shall apply to
the party’s obligation to timely deliver an estoppel certificate.


 






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30. Environmental Requirements. Except for
Hazardous Material contained in products used by Tenant in de minimis quantities for ordinary cleaning and office purposes, and
except for propane used in Tenant’s forklifts in the normal course of its business, and except for Hazardous Materials contained in
products stored and/or distributed during Tenant’s normal course of business in their original, sealed, and unopened containers,
Tenant shall not permit or cause any party to bring any Hazardous Material upon the Premises or transport, store, use, generate,
manufacture or release any Hazardous Material in or about the Premises without Landlord’s prior written consent. Tenant, at its sole
cost and expense, shall operate its business in the Premises in strict compliance with all Environmental Requirements and shall
remediate in a manner satisfactory to Landlord any Hazardous Materials released on or from the Project by Tenant, its agents,
employees, contractors, subtenants or invitees. Tenant shall complete and certify to disclosure statements as requested by Landlord
from time to time relating to Tenant’s transportation, storage, use, generation, manufacture or release of Hazardous Materials on
the Premises. The term “Environmental Requirements” means all applicable present and future statutes, regulations,
ordinances, rules, codes, judgments, orders or other similar enactments of any governmental authority or agency regulating or
relating to health, safety, or environmental conditions on, under, or about the Premises or the environment, including without
limitation, the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and
Recovery Act; and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder. The
term “Hazardous Materials” means and includes any substance, material, waste, pollutant, or contaminant listed or defined
as hazardous or toxic, under any Environmental Requirements, asbestos and petroleum, including crude oil or any fraction thereof,
natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such Synthetic gas). As
defined in Environmental Requirements, Tenant is and shall be deemed to be the “operator” of Tenant’s “facility”
and the “owner” of all Hazardous Materials brought on the Premises by Tenant, its agents, employees, contractors or
invitees, and the wastes, by-products, or residues generated, resulting, or produced therefrom. No cure or grace period provided in
this Lease shall apply to Tenant’s obligations to comply with the tem1s and conditions of this Paragraph 30.


 


Notwithstanding anything to the contrary in this Paragraph 30, Tenant
shall have no liability of any kind to Landlord as to Hazardous Materials on the Premises caused or permitted by (i) Landlord, its agents,
employees, contractors or invitees; or (ii) any other tenants in the Project or their agents, employees, contractors, subtenants, assignees
or invitees; or (iii) existing on or arising before the date Tenant first occupied the Premises. Notwithstanding the foregoing, Tenant
shall have no liability whatsoever for any liability or violation of an Environmental Requirement to the extent such violation is caused
by, or results from the acts or neglects of Landlord or Landlord’s agents, employees, officers, contractors, guests or invitees.


 


Tenant shall indemnify, defend, and hold Landlord harmless from and
against any and all losses (including, without limitation, diminution in value of the Premises or the Project and loss of rental income
from the Project), claims, demands, actions, suits, damages (including, without limitation, punitive damages), expenses (including, without
limitation, remediation, removal, repair, corrective action, or cleanup expenses), and costs (including, without limitation, actual attorneys’
fees, consultant fees or expert fees and including, without limitation, removal or management of any asbestos brought into the property
or disturbed in breach of the requirements of this Paragraph 30, regardless of whether such removal or management is required by law)
which arc brought or recoverable against, or suffered or incurred by Landlord as a result of any release of Hazardous Materials for which
Tenant is obligated to remediate as provided above or any other breach of the requirements under this Paragraph 30 by Tenant, its agents,
employees, contractors, subtenants, assignees or invitees, regardless of whether Tenant had knowledge of such noncompliance. The obligations
of Tenant under this Paragraph 30 shall survive any termination of this Lease.


 






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Landlord represents and warrants that to Landlord’s actual knowledge
there are no Hazardous Materials on the Premises or at the Building as of the Commencement Date in violation of any Environmental Requirement.
The phrase “Landlord’s actual knowledge” shall mean and refer only to the best of the current, actual knowledge of the officers
of Landlord having direct, operational responsibility for the Project, with the express limitations and qualifications that the knowledge
of any contractor or consultant shall not be imputed to Landlord, and none of such officers has made any special investigation or inquiry,
and none of such officers has any duty or obligation of diligent investigation or inquiry, or any other duty or obligation, to acquire
or to attempt to acquire information beyond or in addition to the current, actual knowledge of such persons. Landlord shall indemnify
and hold Tenant harmless from any liability resulting from Landlord’s intentional and knowing violation of this representation and warranty.


 


Landlord shall have access to, and a right to perform inspections and
tests of, the Premises to determine Tenant’s compliance with Environmental Requirements, its obligations under this Paragraph 30, or the
environmental condition of the Premises. Access shall be granted to Landlord upon Landlord’s prior notice to Tenant and at such times
so as to minimize, so far as may be reasonable under the circumstances, any disturbance to Tenant’s operations. Such inspections and tests
shall be conducted at Landlord’s expense, unless such inspections or tests reveal that Tenant has not complied with any Environmental
Requirement, in which case Tenant shall reimburse Landlord for the reasonable cost of such inspection and tests. Landlord’s receipt of
or satisfaction with any environmental assessment in no way waives any rights that Landlord holds against Tenant.


 


31. Rules and Regulations. Tenant shall, at all times during the Lease
Term and any extension thereof, comply with all reasonable rules and regulations at any time or from time to time established by Landlord
covering use of the Premises and the Project and given to Tenant via written notice. The rules and regulations shall be uniformly applied
to all tenants. The current Project rules and regulations are attached hereto as Exhibit 8. In the event of any conflict between said
rules and regulations and other provisions of this Lease, the other terms and provisions of this Lease shall control. Landlord shall not
have any liability or obligation for the breach of any rules or regulations by other tenants in the Project.


 


32. Security Service. Tenant acknowledges
and agrees that, while Landlord may patrol the Project, Landlord is 1101 providing any security services with respect to the
Premises and that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect lo, any loss
by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises or any other
breach of security with respect to the Premises.


 


33. Force Majeure. Landlord shall not be held responsible for delays in the
performance of its obligations hereunder when caused by strikes, lockouts, labor disputes, acts of God, inability to obtain labor or
materials or reasonable substitutes therefor, governmental restrictions, governmental regulations, governmental controls, delay in
issuance of permits, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the
reasonable control of Landlord (“Force Majeure”).


 


34. Entire Agreement. This Lease constitutes the complete agreement
of Landlord and Tenant with respect to the subject matter hereof. No representations, inducements, promises or agreements, oral or written,
have been made by Landlord or Tenant, or anyone acting on behalf of Landlord or Tenant, which are not contained herein, and any prior
agreements, promises, negotiations, or representations are superseded by this Lease. This Lease may not be amended except by an instrument
in writing signed by both parties hereto.


 






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35. Severability. If any clause or
provision of this Lease is illegal, invalid or unenforceable under present or future Laws, then and in that event, it is the
intention of the parties hereto that the remainder of this Lease shall not be affected thereby. It is also the intention of the
parties lo this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be
added, as a part of I his Lease, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or
provision as may be possible and be legal, valid and enforceable.


 


36. Brokers. Both parties represent and warrant that it has dealt with
no broker, agent or other person in connection with this transaction and that no broker, agent or other person brought about this transaction.
Each party agrees to indemnify and hold the other harmless from and against any claims by any other broker, agent or other person claiming
a commission or other form of compensation in breach of the representation herein.


 


37. Landlord Representations and
Warranties. In order to induce Tenant to enter into and execute this Lease, the Landlord hereby makes the following representations
and warranties to Tenant, each of which shall survive the execution of this Lease and remain in full force and effect until the
termination of this Lease:


 


(a) Landlord has fee simple title to the Premises.


 


(b) Landlord has full power and authority
to own the Premises and 10 execute, deliver and perform the Landlord’s obligations under this Lease. Landlord’s execution and
delivery of this Lease and the performance of its obligations does not and will not require the consent of any other parties; nor
with the same result in any breach of or constitute a default under any agreement or instrument to which Landlord is a party or by
which the Premises is affected.


 


(c) This Lease is duly and properly executed and delivered by Landlord
and constitutes the valid obligation of Landlord, legally binding upon and enforceable against Landlord in accordance with its terms.






(d) Landlord represents that to the actual knowledge of the leasing
officer ([***]) that the current zoning of the Building is M/I.


 


38. Miscellaneous.






(a) Any payments or charges due from Tenant to Landlord hereunder shall
be considered rent for all purposes of this Lease.


 


(b) If and when included within the term “Tenant,” as used
in this instrument, there is more than one person, firm or corporation, each shall be jointly and severally liable for the obligations
of Tenant.


 


(c) All notices required or permitted to be given under this Lease
shall be in writing and shall be sent by registered or certified mail, return receipt requested, or by a reputable national overnight
courier service, postage prepaid, or by hand delivery addressed to Landlord at [***], with a copy sent to Landlord at [***], and to Tenant
at 1 Whitlee Court, Greenville, South Carolina 29607. Either party may by notice given aforesaid change its address for all subsequent
notices or add an additional party to be copied on all subsequent notices. Except where otherwise expressly provided to the contrary,
notice shall be deemed given upon delivery.


 






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(d) Except as otherwise expressly provided in this Lease or as otherwise
required by law, in any event where approval or consent is required of either Landlord or Tenant either by the terms of this Lease or
otherwise, such approval or consent shall not be unreasonably withheld, conditioned or delayed. This provision shall be self-operative
as if such provision was included as part of the approval or consent where the same appears in this Lease or otherwise.


 


(e) Subject to Landlord’s execution of
Tenant’s commercially reasonable nondisclosure agreement(s), in the event of (i) a default by Tenant of its obligations under the
Lease, or (ii) a need by Landlord to effectuate a financing transaction or sale of the Building, or (iii) an assignment or
subletting of the Lease by Tenant, then at Landlord’s request from time to lime Tenant shall furnish Landlord with true and complete
copies of its most recent annual and quarterly financial statements prepared by Tenant or Tenant’s accountants and any other
financial information or summaries that Tenant typically provides to its lenders or shareholders.


 


(f) Neither this Lease nor a memorandum or lease shall be filed by
or on behalf of Tenant in any public record. Landlord may prepare and file, and upon request by Landlord Tenant will execute, a memorandum
of lease.






(g) The normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or any exhibits or amendments
hereto.


 


(h) The submission by Landlord to Tenant of this Lease shall have no
binding force or effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations
upon either party until execution of this Lease by both parties.




(i) Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall
be held to include the plural, unless the context otherwise requires. The captions inserted in this Lease are for convenience only and
in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation
of this Lease.


 


(j) Any amount not paid by Tenant within 5 days after notice from Landlord
to Tenant that such payment was due (provided, however, that Landlord shall not be obligated to provide written notice of such failure
more than 2 times in any consecutive 12-monlh period) shall bear interest from such due date until paid in full at the lesser of the highest
rate pcrn1illed by applicable law or 10 percent per year. It is expressly the intent of Landlord and Tenant at all times to comply with
applicable law governing the maximum rate or amount of any interest payable on or in connection with this Lease. If applicable law is
ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved,
or received with respect to this Lease, then it is Landlord’s and Tenant’s express intent that all excess amounts theretofore collected
by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant),
and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without
the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest
amount otherwise called for hereunder.


 


(k) Construction and interpretation of this Lease shall be governed
by the laws of the state in which the Project is located, excluding any principles of conflicts of laws.


 


(I) Time is of the essence as to the performance of Tenant’s and Landlord’s
obligations under this Lease.


 


(m) All exhibits and addenda attached hereto are hereby incorporated
into this Lease and made a part hereof. In the event of any conflict between such exhibits or addenda and the terms of this Lease, such
exhibits or addenda shall control.


 






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(n) In the event either party hereto initiates litigation to enforce
the terms and provisions of this Lease, the non-prevailing party in such action shall reimburse the prevailing party for its reasonable
attorney’s fees, filing fees, and court costs.


 


(o) Tenant agrees and understands that Landlord shall have the right
(provided that the exercise of Landlord’s rights does not adversely affect Tenant’s Use and occupancy of the Premises or subject Tenant
to additional costs), without Tenant’s consent, to place a solar electric generating system on the roof of the Building or enter into
a lease for the roof of the Building whereby such roof tenant shall have the right to install a solar electric generating system on the
roof of the Building. Upon receipt of written request from Landlord, Tenant, if at no extra expense to Tenant will deliver to Landlord
data regarding the electricity consumed in the operation of the Premises (the “Energy Data”) for purposes of regulatory compliance,
manual and automated benchmarking, energy management, building environmental performance labeling and other related purposes, including
but not limited, to the Environmental Protection Agency’s Energy Star rating system and other energy benchmarking systems.


 


Landlord shall use commercially reasonable efforts to utilize automated
data transmittal services offered by utility companies to access the Energy Data. Landlord shall not publicly disclose Energy Data without
Tenant’s prior written consent. Landlord may, however, disclose Energy Data that has been modified, combined or aggregated in a manner
such that the resulting data is not exclusively attributable to Tenant.


 


(p) This Lease may be executed in any number of counterparts, each
of which shall be deemed to be an original, and all of such counterparts shall constitute one Lease. Execution copies of this Lease may
be delivered by facsimile or email, and the parties hereto agree to accept and be bound by facsimile signatures or scanned signatures
transmitted via email hereto, which signatures shall be considered as original signatures with the transmitted Lease having the same binding
effect as an original signature on an original Lease. At the request of either party, any facsimile document or scanned document transmitted
via email is to be re-executed in original form by the party who executed the original facsimile document or scanned document. Neither
party may raise the use of a facsimile machine or scanned document or the fact that any signature was transmitted through the use of a
facsimile machine or email as a defense to the enforcement of this Lease.


 


(q) Within fifteen (15) clays of Landlord’s written request, Tenant
agrees to deliver to Landlord such


information and/or documents as Landlord requires for Landlord to comply
with California Public Resources Code Section 25402.10, or successor statute(s), and California Energy Commission adopted regulations
set forth in California Code of Regulations, Title 20, Division 2, Chapter 4, Article 9, Sections 1680-1685, and successor and related
California Code of Regulations, relating to commercial building energy ratings. Landlord makes the following statement based on Landlord’s
actual knowledge in order to comply with California Civil Code Section 1938: The Building and Premises have not undergone an inspection
by a Ce1tified Access Specialist (CASp).


 


39. Limitation of Liability of Trustees, Shareholders, and Officers
of Landlord. Any obligation or liability whatsoever of Landlord which may arise at any time under this Lease or any obligation or liability
which may be incurred by it pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally
binding upon, nor shall resort for the enforcement thereof be had to the properly of, its trustees, directors, shareholders, officers,
employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort, or otherwise.


 


40. WAIVER OF JURY TRIAL. TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL
BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN LANDLORD AND
TENANT ARISING OUT OF TIDS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED HERETO.


 






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


 


	TENANT:	 	LANDLORD:
	 	 	 
	PROTERRA INC.

a Delaware corporation	 	PAC OPERATING LIMITED PARTNERSHIP

a Delaware limited partnership
	 	 	 
	 	 	By: PALMTREE ACQUISITION CORPORATION

a Delaware corporation

its general partner
	 	 	 
	By	/s/ Ryan C. Popple	 	By:	 /s/ Douglas P. McGregor
	Name: 	 Ryan C. Popple	 	Name: 	Douglas P. McGregor
	Title:	CEO, President	 	Title:	Sr. Vice President


 




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ADDENDUM 1


 


BASE RENT ADJUSTMENTS


 


ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED MAY 8, 2015 BETWEEN


PAC OPERATING LIMITED PARTNERSHIP


and


Proterra


 


Base Rent shall equal the following amounts for the respective periods
set forth below:


[***]


 




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ADDENDUM 2


 


HVAC MAINTENANCE CONTRACT


 


ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED MAY 8, 2015 BETWEEN


PAC OPERATING LIMITED PARTNERSHIP


and


Proterra


 


Paragraph 11, captioned “TENANT REPAIRS.” is revised to include
the following:


 


Tenant agrees to enter into and maintain
through the term of the Lease. a regularly scheduled preventative maintenance/service contract for servicing all hot water, heating
and air conditioning systems and equipment within the Premises. Landlord requires a qualified HVAC contractor perform this work. A
certificate must be provided to the Landlord upon occupancy of the leased Premises.


 


The service contract must become effective within thirty (30) days
of occupancy, and service visits shall be performed on a quarterly basis. Landlord suggests that Tenant send the following list to a qualified
HVAC contractor to be assured that these items are included in the maintenance contract:






	1.	Adjust bell tension;



	2.	Lubricate all moving parts. as necessary;



	3.	Inspect and adjust all temperature and safety controls;



	4.	Check refrigeration system for leaks and operation;



	5.	Check refrigeration system for moisture;



	6.	Inspect compressor oil level and crank case heaters;



	7.	Check head pressure. suction pressure and oil pressure;



	8.	Inspect air fillers and replace when necessary;



	9.	Check space conditions;



	10.	Check condensate drains and drain pans and clean. if necessary;



	11.	Inspect and adjust all valves;



	12.	Check and adjust dampers;



	13.	Run machine through complete cycle.



 




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ADDENDUM 3


 


MOVE OUT CONDITIONS


 


ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED MAY 8, 2015 BETWEEN


PAC OPERATING LIMITED PARTNERSHIP


and


Proterra


 


With respect to Paragraph 21 of the Lease, Tenant shall surrender the
Premises in the same condition as received, ordinary wear and tear, casualty loss, and condemnation covered by Paragraphs 15 and 16 excepted.
Before surrendering the Premises, Tenant shall remove all of its personal property and trade fixtures and such alterations or additions
to the Premises made by Tenant as may be specified for removal thereof. If Tenant fails to remove its personal property and fixtures upon
the expiration or earlier tcm1ination of this Lease, the same shall be deemed abandoned and shall become the property of the Landlord.
The following list is designed to assist Tenant in the move-out procedures but is not intended to be all inclusive:


 


	1	Lights:	
    Office, warehouse, emergency and exit lights
will be fully operational with all bulbs and ballasts functioning.

	2	Dock Levelers, Service Doors and Roll Up Doors:	
    All truck doors, service doors, roll up
    doors and dock levelers shall be serviced and placed in good operating order. This would include the necessary replacement of any
    dented truck door panels and adjustment of door tension to insure property operation. All door panels which are replaced need
    to be painted to match the building standard.

	3	Dock Seals/Dock Bumpers:	
    Free of tears and broken backboards repaired.
All dock bumpers must be left in place and well secured

	4	Structural Columns	
    All structural steel columns in the
    warehouse and office shall be inspected for damage. Repairs of this nature should be preapproved by Landlord prior to
    implementation.

	5	Warehouse Floor:	
    Free of stains and swept with no racking
bolls and other protrusions left in floor. Cracks should be repaired with an epoxy or polymer to match concrete color. All floor striping
in the Premises shall be removed with no residual staining or other indication that such striping existed

	6	Tenant-installed Equipment and Wiring:	
    Removed and space turned to original condition
when originally leased. (Remove air lines, junction boxes, conduit, etc.)

	7	Walls:	Sheetrock (drywall) damage should be patched and fire-taped so that there are no holes in either office or warehouse.
	8	Carpet and Tile	
    The carpet and vinyl tiles should be in a
    clean condition and should not have any holes or chips in them. Landlord will accept normal wear on these items provided they appear
    to be in a maintained condition.

	9	Roof:	
    Any Tenant-installed equipment must be
    removed and roof penetrations properly repaired by licensed roofing contractor. Active leaks must be fixed and latest Landlord
    maintenance and repairs recommendation must have been followed. Tenant must check with Landlord’s property manager to determine if
    specific roofing contractor is required to perform work.

	10	Signs:	
    All exterior signs must be removed and holes
patched and paint touched-up as necessary. All window signs should likewise be removed.

	11	Heating and Air Conditioning System	Heating/air conditioning systems should be placed in good working order, including the necessary replacement of any parts to return the unit to a well maintained condition. This includes warehouse heaters and exhaust fans. Upon move out, Landlord will have an exit inspection performed by a certified mechanical contractor to determine the condition.
	12	Electrical & Plumbing	All electrical and plumbing equipment to be returned in good condition and repair and confom1ing to code.
	13	[Reserved]	 
	14	Overall Cleanliness	
    Clean windows, sanitize bathroom(s), vacuum
    carpet, and remove any and all debris from office and warehouse. Remove all pallets and debris from exterior of Premises. All trade
    fixtures, dumpsters, racking, trash, vending machines and other personal property to be removed.

	15	Upon Completion	
    Contact Landlord’s property manager to coordinate
turning in of keys, utility changeover and obtaining of final Landlord inspection of Premises which, in turn, will facilitate refund
of Security Deposit.



 




    27


     


    

 


ADDENDUM 4


 


CONSTRUCTION


 


ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED MAY 8, 2015 BETWEEN


PAC OPERATING LIMITED PARTNERSHIP


and


Proterra


 


(a) Landlord agrees to furnish or perform at Landlord’s sole cost and
expense those items of


construction and those improvements (the “Initial Improvements”)
specified below:


1. Office Wall Patch and Paint;


2. Office Flooring (Carpet/VCT tile);


3. Cabinetry; and


4. Widening and new doors.


 


The Initial Improvements shall be done using building standard materials
for the Building.


 


(b) Tenant shall have the right to request changes from time to time
in the Initial Improvements if approved by Landlord, which approval shall not be unreasonably withheld so long as Tenant pays all increases
in costs and acknowledges, in writing, all delays attributable to the requested changes. Prior to performing any changes to the Initial
Improvements, Landlord must notify Tenant of any increased costs and any delays in the schedule.






(c) Landlord shall proceed with and complete the construction of the
Initial Improvements. As soon as such improvements have been Substantially Completed, L1ndlord shall notify Tenant in writing of the date
that the Initial Improvements were Substantially Completed. The Initial Improvements shall be deemed substantially completed (“Substantially
Completed”) when, in the opinion of the construction manager (whether an employee or agent of Landlord or a third party construction
manager) (“Construction Manager”), the Initial Improvements are substantially completed except for punch list items which do
not prevent in any material way the use of the Initial Improvements for the purposes for which they were intended. In the event Tenant,
its employees, agents, or contractors cause construction of such improvements to be delayed, the date of Substantial Completion shall
be deemed to be the date that, in the opinion of the Construction Manager, Substantial Completion would have occurred if such delays had
not taken place. Without limiting the foregoing, Tenant shall be solely responsible for delays caused by Tenant’s request for any changes
in the plans, Tenant’s request for long lead items or Tenant’s interference with the construction of the Initial Improvements, and such
delays shall not cause a deferral of the Commencement Date beyond what it otherwise would have been. After the date the Initial Improvements
are Substantially Complete Tenant shall, upon demand, execute and deliver to landlord a letter of acceptance of delivery of the Initial
Improvements. The Construction Manager shall act in good faith and carry out the duties described herein in a commercially reasonable
manner.


 


(d) If Landlord is substantially completing the Initial Improvements
as a result of the occurrence of any Tenant Delay, then for purposes of determining the date that the Initial Improvements were Substantially
Completed, the date shall be deemed to be the day that the Initial Improvements would have been Substantially Completed absent any Tenant
Delay(s). “Tenant Delay” shall mean any delay chargeable to Tenant, or its employees, agents, independent contractors or consultants.


 


(e) After the date the Initial Improvements are Substantially Complete
and the Punch List Items are completed, Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery
of the Initial Improvements. “Punch List Items” shall mean those items not completed in the Premises at the time the Initial
Improvements arc Substantially Completed, as identified in a written list, which do not substantially interfere with Tenant’s use or enjoyment
of the Premises. Landlord will complete performance on any Punch List Items delivered to Landlord in writing by Tenant within thirty (30)
days of receipt of the Punch List Items.


 


(f) The failure of Tenant to take possession of or to occupy the Premises
shall not serve to relieve Tenant of obligations arising on the Commencement Date or delay the payment of rent by Tenant. Subject to applicable
ordinances and building codes governing Tenant’s right to occupy or perform in the Premises, Tenant shall be allowed to install its tenant
improvements, machinery, equipment, fixtures, or other property on the Premises during the final stages of completion of construction
provided that Tenant does not thereby interfere with the completion of construction or cause any labor dispute as a result of such installations,
and provided further that Tenant does hereby agree to indemnify, defend, and hold landlord harmless from any loss or damage to such property,
and all liability, loss, or damage arising from any injury to the Project or the property of Landlord, its contractors, subcontractors,
or materialmen, and any death or personal injury to any person or persons arising out of such installations, unless any such loss, damage,
liability, death, or personal injury was caused by landlord’s negligence. Any such occupancy or performance in the Premises shall be in
accordance with the provisions governing Tenant-Made Alterations and Trade Fixtures in the lease, and shall be subject to Tenant providing
to landlord satisfactory evidence of insurance for personal injury and property damage related to such installations and satisfactory
payment arrangements with respect to installations permitted hereunder. Delay in putting Tenant in possession of the Premises shall not
serve to extend the term of this Lease or to make Landlord liable for any damages arising therefrom.


 




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ADDENDUM 5


 


TWO NEW RENEWAL OPTIONS (BASEBALL ARBITRATION)


 


ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED MAY 8, 2015 BETWEEN


PAC OPERATING LIMITED PARTNERSHIP


and


Proterra


 


(a) Provided that as of the time of the giving of the First Extension
Notice and the Commencement Date of the First Extension Term, (x) Tenant is the Tenant originally named herein or is a Permitted Transfer,
(y) Tenant actually occupies all of the Premises initially demised under this Lease and any space added to the Premises, and (z) no Event
of Default exists or would exist but for the passage of time or the giving of notice, or both; then Tenant shall have the right to extend
the Lease Term for an additional term of three (3) years (such additional term is hereinafter called the “First Extension Term”)
commencing on the day following the expiration of the Lease Term hereinafter referred to as the “Commencement Date of the First Extension
Term”). Tenant shall give Landlord notice (hereinafter called the “First Extension Notice”) of its election to extend the
term of the Lease Tem1 at least nine (9) months, but not more than twelve (12) months, prior to the scheduled expiration elate of the
Lease Term.


 


(b) Provided that as of the time of the
giving of the Second Extension Notice and the Commencement Date of the Second Extension Term, (x) Tenant is the Tenant originally
named herein or is a Pem1itted Transfer, (y) Tenant actually occupies all of the Premises initially demised under this Lease and any
space added to the Premises, and (z) no Event of Default exists or would exist but for the passage of time or the giving of notice,
or both and provided Tenant has exercised its option for the First Extension Term; then Tenant shall have the right to extend the
Lease Term for an additional term of three (3) years (such additional term is hereinafter called the “Second Extension
Term”) commencing on the day following the expiration of the First Extension Term (hereinafter referred to as the
“Commencement Date of the Second Extension Term”). Tenant shall give Landlord notice (hereinafter called the “Second
Extension Notice”) of its election to extend the tem1 of the Lease Term at least nine (9) months, but not more than twelve (12)
months, prior to the scheduled expiration date of the First Extension Term.


 


(c) The Base Rent payable by Tenant to Landlord
during the First Extension Term shall be the greater of: 


(i) The Base Rent applicable to the last year of the initial Lease
term, and


(ii) The then Fair Market Rent as defined below.


 


(d) The Base Rent payable by Tenant to Landlord during the Second Extension
Term shall be the greater of:


(i) The Base Rent applicable to the last year of the First Extension
Term, and


(ii) The then Fair Market Rent as defined below.


 


(c) The then “Fair Market Rent” shall mean the Base Rent,
expressed as an annual rent per square foot of floor area, which Landlord would have received from leasing the Premises for the First
Extension Term, or Second Extension Term (whichever is applicable) to an unaffiliated person which is not then a tenant in the Project,
assuming that such space were to be delivered in “as-is” condition, and taking into account the rental which such other tenant
would most likely have paid for such premises, including market escalations, provided that Fair Market Rent shall not in any event be
less than the Base Rent for the Premises as of the expiration of the Lease Term. Fair Market Rent shall not be reduced by reason of any
costs or expenses saved by Landlord by reason of Landlord’s not having to find a new tenant for the Premises (including without limitation
brokerage commissions, cost of improvements necessary to prepare the space for such tenant’s occupancy, rent concession, or lost rental
income during any vacancy period). Fair Market Rent means only the rent component defined as Base Rent in the Lease and does not include
reimbursements and payments by Tenant to Landlord with respect to Operating Expenses and other items payable or reimbursable by Tenant
under the Lease. In addition to its obligation to pay Base Rent (as determined herein), Tenant shall continue to pay and reimburse Landlord
as set forth in the Lease with respect to such Operating Expenses and other items with respect to the Premises during the First Extension
Term or Second Extension Term (whichever is applicable). The arbitration process described below shall be limited to the determination
of the Base Rent and shall not affect or otherwise reduce or modify the Tenant’s obligation to pay or reimburse Landlord for such Operating
Expenses and other reimbursable items.


 






    29


     


    

 


(f) Landlord shall notify Tenant of its detcm1ination of the Fair Market
Rent (which shall be made in Landlord’s sole discretion and shall in any event be not less than the Base Rent in effect as of the expiration
of the Lease Term) for the First Extension Tem1 or Second Extension Term (whichever is applicable), and Tenant shall advise Landlord of
any objection within 10 days of receipt of Landlord’s notice. Failure to respond within the 10-day period shall constitute Tenant’s acceptance
of such Fair Market Rent. If Tenant objects, Landlord and Tenant shall commence negotiations to attempt to agree upon the Fair Market
Rent within 30 days of Landlord’s receipt of Tenant’s notice. If the parties cannot agree, each acting in good faith but without any obligation
to agree, then the Lease Term shall not be extended and shall terminate on its scheduled termination date and Tenant shall have no further
right hereunder or any remedy by reason of the parties’ failure to agree unless Tenant or landlord invokes the arbitration procedure provided
below to determine the Fair Market Rent.


 


(g) Arbitration to determine the Fair Markel Rent shall be in accordance
with the Real Estate Valuation Arbitration Rules of the American Arbitration Association. Unless otherwise required by state law, arbitration
shall be conducted in the metropolitan area where the Project is located by a single arbitrator unassociated with either party. Either
party may elect to arbitrate by sending written notice to the other party and the Regional Office of the American Arbitration Association
within 5 days after the 30-day negotiating period provided in Paragraph (f), invoking the binding arbitration provisions of this paragraph.
Landlord and Tenant shall each submit to the arbitrator their respective proposal of Fair Market Rent. The arbitrator must choose between
the Landlord’s proposal and the Tenant’s proposal and may not compromise between the two or select some other amount. Notwithstanding
any other provision herein, the Fair Market Rent determined by the arbitrator shall not be less than, and the arbitrator shall have no
authority to determine a Fair Markel Rent less than, the Base Rent in effect as of the scheduled expiration of the Lease Tenn. The cost
of the arbitration shall be paid by Tenant if the Fair Market Rent is that proposed by landlord and by landlord if the Fair Market Rent
is that proposed by Tenant; and shall be borne equally otherwise. If the arbitrator has not determined the Fair Market Rent as of the
end of the lease Term, Tenant shall pay 104 percent of the Base Rent in effect under the Lease as of the end of the lease Term until the
Fair Market Rent is determined as provided herein. Upon such determined, Landlord and Tenant shall make the appropriate adjustments to
the payments between them.


 


(h) The parties consent to the jurisdiction of any appropriate court
to enforce the arbitration provisions of this Addendum and to enter judgment upon the decision of the arbitrator.


 


(i) The determination of Base Rent docs not reduce the Tenant’s obligation
to pay or reimburse landlord for Operating Expenses and other reimbursable items as set forth in the Lease, and Tenant shall reimburse
and pay Landlord as set forth in the Lease with respect to such Operating Expenses and other items with respect to the Premises during
the First Extension Term and Second Extension Tem1 without regard to any cap on such expenses set forth in the Lease.


 






    30


     


    

 


(j) Except for the Base Rent as determined above, Tenant’s occupancy
of the Premises during the First Extension Term and the Second Extension Term shall be on the same terms and conditions as are in effect
immediately prior to the expiration of the initial Lease Term or the First Extension Term; provided, however, Tenant shall have no further
right to any allowances, credits or abatements or any options to expand, contract, renew or extend the Lease.


 


(k) If Tenant does not give the First Extension Notice within the period
set forth in paragraph (a) above, Tenant’s right to extend the Lease Term for the First Extension Term and the Second Extension Term shall
automatically terminate. If Tenant does not give the Second Extension Notice within the period set forth in paragraph (b) above, Tenant’s
right to extend the Lease Term for the Second Extension Term shall automatically terminate. Time is of the essence as to the giving of
the First Extension Notice and Second Extension Notice.




(I) Landlord shall have no obligation to refurbish or otherwise improve the Premises for the First Extension Term or the Second Extension
Term. The Premises shall be tendered on the Commencement Date of the First Extension Term and Second Extension Term in “as-is” condition.


 


(m) If the lease is extended for either the First Extension Term or
Second Extension Term, then landlord shall prepare and Tenant shall execute an amendment to the Lease confirming the extension of the
Lease Term and the other provisions applicable thereto (the “Amendment”).




(n) If Tenant exercises its right to extend the term of the lease for the First Extension Term or Second Extension Term pursuant to this
Addendum, the term “Lease Term” as used in the Lease, shall be construed to include, when practicable, the First Extension Term
or Second Extension Term, as applicable, except as provided in (j) above.


 




    31


     


    

 


EXHIBIT A


 


SITE PLAN


 


ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED MAY 8, 2015 BETWEEN


PAC OPERATING LIMITED PARTNERSHIP


and


Proterra


 


[***]


 




    32


     


    

 


EXHIBIT B


 


PROJECT RULES AND REGULATIONS


 


ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED MAY 8, 2015 BETWEEN


PAC OPERATING LIMITED PARTNERSHIP


and


Proterra


 


Rules and Regulations


 


	1.	The sidewalk, entries, and driveways of the Project shall not be obstructed by Tenant, or its agents, or used by them for any purpose other than ingress and egress to and from the Premises.
	2.	
    Tenant shall not place any objects, including
antennas, outdoor furniture, etc., in the parking areas, landscaped areas or other areas outside of its Premises, or on the roof of the
Project. 

	3.	Except for seeing-eye dogs, no animals shall be allowed in the offices, halls, or corridors in the Project.
	4.	Tenant shall not disturb the occupants of the Project or adjoining buildings by the use of any radio or musical instrument or by the making of loud or improper noises.
	5.	If Tenant desires telegraphic, telephonic or other electric connections in the Premises, Landlord or its agent will direct the electrician as to where and how the wires may be introduced; and, without such direction, no boring or cutting of wires will be permitted. Any such installation or connection shall be made al Tenant’s expense.
	6.	Tenant shall not install or operate any steam or gas engine or boiler, or other mechanical apparatus in the Premises, except as specifically approved in the Lease. The use of oil, gas or inflammable liquids for heating, lighting or any other purpose is expressly prohibited. Explosives or other articles deemed extra hazardous shall not be brought into the Project.
	7.	Parking any type of recreational vehicles is specifically prohibited on or about the Project. In the event that a vehicle is disabled, it shall be removed within 48 hours. There shall be no “For Sale” or other advertising signs on or about any parked vehicle. All vehicles shall be parked in the designated parking areas in conformity with all signs and other markings. All parking will be open parking, and no reserved parking, numbering or lettering of individual spaces will be permitted except as specified by Landlord or in the Lease.
	8.	Tenant shall maintain the Premises free from rodents, insects and other pests.
	9.	Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the Rules and Regulations of the Project.
	10.	Tenant shall not cause any unnecessary labor by reason of Tenant’s carelessness or indifference in the preservation of good order and cleanliness.
	11.	Tenant shall give Landlord prompt notice of any defects in the water, lawn sprinkler, sewage, gas pipes, electrical lights and fixtures, heating apparatus, or any other service equipment affecting the Premises.
	12.	Tenant shall not permit storage outside the Premises, or dumping of waste or refuse or permit any harmful materials to be placed in any drainage system or sanitary system in or about the Premises
	13.	All moveable trash receptacles provided by the trash disposal firm for the Premises must be kept in the trash enclosure areas, if any, provided for that purpose.
	14.	No auction, public or private, will be pcm1itted on the Premises or the Project
	15.	No awnings shall be placed over the windows in the Premises except with the prior written consent of Landlord.
	16.	The Premises shall not be used for lodging, sleeping or cooking or for any immoral or illegal purposes or for any purpose other than that specified in the Lease. No gaming devices shall be operated in the Premises.
	17.	Tenant shall ascertain from Landlord the maximum amount of electrical current which can safely be used in the Premises, taking into account the capacity of the electrical wiring in the Project and the Premises and the needs of other tenants, and shall not use more than such safe capacity. Landlord’s consent to the installation of electric equipment shall not relieve Tenant from the obligation not lo use more electricity than such safe capacity.
	18.	Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage. 
	19.	Tenant shall not install or operate on the Premises any machinery or mechanical devices of a nature not directly related to Tenant’s ordinary use of the Premises and shall keep all such machinery free of vibration, noise and air waves which may be transmitted beyond the Premises.
	20.	Tenant shall not permit smoking in the office areas of the Premises.
	21.	No racking or storage shall occur within 12-inches of demising walls, office and warehouse separation walls, exterior walls, and columns.


 




    33


     


    

 


EXHIBIT C


 


FORM OF COMMENCEMENT DATE CERTIFICATE


 


ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED MAY 8, 2015 BETWEEN


PAC OPERATING LIMITED PARTNERSHIP


and


Proterra


 


Commencement Date Certificate


 


[***]


Proterra


1 Whitlee Court


Greenville, South Carolina 29607


 


RE: Lease dated between Proterra and PAC OPERATING LIMITED PARTNERSIIIP
for 383-393 South Cheryl Lane, City of Industry, CA 91789


 


Dear -----


 


Welcome to your new facility. We would like to confirm the terms of
the above referenced lease agreement:


 


Lease Commencement Date:


Lease Expiration Date:


Rental Commencement Date:


 


We are pleased to welcome you as a customer of Prologis and look forward
to working with you. Please indicate your agreement with the above changes to your lease by signing and returning the enclosed copy of
this letter to me.


 


If I can be of service, please do not hesitate to contact me.


 


	 	Sincerely,
	 	 
	 	Date:




 


	Accepted by: Proterra Inc.	 
	 	 
	By:	 
	Printed:	 
	Title:	 




 




    34


     


    

 


FIRST AMENDMENT
TO LEASE AGREEMENT


 


THIS FIRST AMENDMENT TO LEASE AGREEMENT (this
“Amendment”) is entered into as of 0 2019, by and between PAC Operating Limited Partnership, a Delaware limited partnership
“(“Landlord”) and Proterra Inc., a Delaware corporation (“Tenant”).


 


WITNESSETH:


 


WHEREAS, Landlord and Tenant have entered into a
Lease dated May 8, 2015, pursuant to which Landlord leased to Tenant certain premises consisting of approximately 157,055 rentable square
feet located at 383-393 South Cheryl Lane, City of Industry, CA 91789 (the “Premises”), such lease, as heretofore modified,
being herein referred to as the “Lease”.


 


WHEREAS, Landlord and Tenant desire to modify the
Lease on the terms and conditions set forth below.


 


AGREEMENT:


 


NOW THEREFORE, in consideration of the Premises and
the mutual covenants hereinafter contained, the parties hereto agree as follows:


 


1. The Lease
Term is extended for thirty-six (36) months, such that the Expiration Date is amended to be 08/31/2022 (the “First Extension Term”).
All of the terms and conditions of the Lease shall remain in full force and effect during the First Extension Term except that the Monthly
Base Rent shall be as follows:


 


	Period	 	 	Monthly
                                            Base Rent	 
	09/01/2019		through	 	08/31/2020	 	USD$	144,490.60	 
	09/01/2020	 	through	 	08/31/2021	 	USD$	148,825.32	 
	09/01/2021	 	through	 	08/31/2022	 	USD$	153,290.08	 



 


2. Except
as otherwise expressly provided herein, all defined terms used in this Amendment shall have the same respective meanings as are provided
for such defined terms in the Lease. Tenant shall accept the Premises in its “as is” condition and shall pay Excess Operating
Expenses as provided in the Lease during the First Extension Term.


 


3. Notwithstanding
anything provided in the Lease to the contrary, effective on the date hereof, all payments required to be made by Tenant to Landlord (or
to such other party as Landlord may from time to time specify in writing) may only be made by Electronic Fund Transfer (“EFT”)
of immediately available federal funds before 11:00 a.m., Eastern Time at such place, within the continental United States, as Landlord
may from time to time designate to Tenant in writing.


 






    35


     


    

 


4. The notice
addresses for Landlord and Tenant during the Lease Term, as extended, shall be as follows:


 


	Landlord:	PAC Operating Limited Partnership
	 	17777 Center Court Drive North, Suite 100
	 	Cerritos, California 90703
	 	Attention: Market Officer
	 	 
	With a copy to:	Prologis
	 	1800 Wazee Street, Suite 500
	Denver, Colorado 80202
	Attention: General Counsel
	 	 
	Tenant:	Proterra, Inc.
	 	1815 Rollins Road
	 	Burlingame, California 94010
	 	 
	Attention: Chief Legal Officer
	 	 
	With a copy to:	Proterra, Inc.
	 	1815 Rollins Road
	 	Burlingame, California 94010
	 	Attention: Chief Financial Officer


 


5. Tenant
represents and warrants that it has dealt with no broker, agent or other person in connection with this transaction and that no broker,
agent or other person brought about this transaction, and Tenant agrees to indemnify and hold Landlord harmless from and against any claims
by any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Tenant with
regard to this leasing transaction.


 


6. Within
fifteen (15) days of Landlord’s written request, Tenant agrees to deliver to Landlord such information and/or documents as Landlord requires
for Landlord to comply with California Public Resources Code Section 25402.10, or successor statute(s), and California Energy Commission
adopted regulations set forth in California Code of Regulations, Title 20, Division 2, Chapter 4, Article 9, Sections 1680-1685, and successor
and related California Code of Regulations, relating to commercial building energy ratings. Landlord makes the following statement based
on Landlord’s actual knowledge in order to comply with California Civil Code Section 1938: The Building and Premises have not undergone
an inspection by a Certified Access Specialist (CASp). A Certified Access Specialist (CASp) can inspect the subject Premises and determine
whether the subject Premises comply with all of the applicable construction-related accessibility standards under state law. Although
state law does not require a CASp inspection of the subject Premises, the Landlord may not prohibit the Tenant from obtaining a CASp inspection
of the subject Premises for the occupancy or potential occupancy of the Tenant, if requested by the Tenant. The parties shall mutually
agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost
of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. Landlord and
Tenant hereby agree that a Tenant-requested CASp inspection shall be at Tenant’s sole cost and expense and that the cost of making any
repairs necessary to correct violations of construction-related accessibility standards within the Premises shall be governed by Paragraph
3 of the Lease.


 


7.  Landlord
and Tenant hereby acknowledge and agree that the first renewal option contained in the Lease “First Extension Term” is hereby
exercised and, except as exercised herein, shall have no independent force or effect; except with respect to casualty and condemnation
events and without waiving any rights Tenant may have under law or at equity, Tenant also acknowledges and agrees that it has no unilateral
right to terminate the Lease, or expand or contract the Premises. Landlord and Tenant additionally agree that subject to the terms of
the Lease that the second renewal option “Second Extension Term” is still valid.


 


8. Insofar
as the specific terms and provisions of this Amendment purport to amend or modify or

are in conflict with the specific terms, provisions and exhibits of the Lease, the terms and provisions of this Amendment shall govern
and control; in all other respects, the terms, provisions and exhibits of the Lease shall remain unmodified and in full force and effect.


 


9. Landlord
and Tenant hereby agree that (i) this Amendment is incorporated into and made a part of the Lease, (ii) any and all references to the
Lease hereinafter shall include this Amendment, and (iii) the Lease and all terms, conditions and provisions of the Lease are in full
force and effect as of the date hereof, except as expressly modified and amended hereinabove.


 






    36


     


    

 


IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as
of the Effective Date.


 


	TENANT: 	 	LANDLORD:
	 	 	 	 
	PROTERRA INC. 	 	PAC OPERATING LIMITED PARTNERSHIP
	A Delaware corporation 	 	A Delaware corporation
	 	 	 	 	 
	By:	/s/ Amy Ard	 	By:	Palmtree Acquisition Corporation
	Name: 	Amy Ard	 	 	a Delaware Corporation
	Title:	CFO	 	 	its general partner
	 	 	 	 	 
	 		 	By:	/s/ Robert B. Antrobius
	 	 	 	Name:	 Robert B. Antrobius
	 	 	 	Title: 	Senior Vice President


 


 


37