Exhibit 10.6


 


 


 


 


 


 


 


 


 


 


LEASE AGREEMENT


 


SMITH DEVELOPMENT
COMPANY, INC.

Landlord


 


AND


 


PROTERRA
INC.

Tenant


 


AT


 


1 WHITLEE
COURT

GREENVILLE, SOUTH CAROLINA


 


 


 



 


 


 


 


 


 


 






     


     


    

 


LEASE AGREEMENT


 


THIS LEASE AGREEMENT
(this “Lease”) is made by and between SMITH DEVELOPMENT COMPANY, INC., a corporation incorporated in South Carolina
(“Landlord”) and PROTERRA INC., a Delaware corporation (“Tenant”), and is dated as of the date on
which this Lease has been fully executed by Landlord and Tenant.


 


1. Basic
Lease Terms and Definitions.


 


(a) Land:
that certain parcel of land in Greenville County, South Carolina more fully described on Exhibit “A”


 


(b) Premises:
the Land and the improvements located on the Land, including the Building, located on the Land having a street address of 1
Whitlee Court, Greenville, SC.


 


(c) Building:
the building located on the Land containing approximately 209,286 rentable square feet


 


(d) Term:
99 months. In the event that Tenant validly exercises the Renewal Option(s) pursuant to Section 31 of this Lease, then all
references herein to the “Term” shall be deemed to include the Renewal Term(s).


 


(e) Commencement
Date: April 1, 2018.


 


(f) Expiration
Date: 11:59 p.m. on the last day of the Term.


 


(g) Annual
Base Rent: Payable in monthly installments as follows:


 


	Period	 	Months	 	Annual Base 
 Rent Rate/PSF 
 of the Building	 	 	Monthly Base 
 Rent	 	 	Annual Base 
 Rent	 
	04/01/2018 — 06/30/2018	 	1 to 3	 	 	Abated	 	 	$	0	 	 	 	N/A	 
	07/01/2018 - 03/31/2019	 	4 to 12	 	$	4.05	 	 	$	70,634.03	 	 	 	N/A	 
	04/01/2019 — 03/31/2020	 	13 to 24	 	$	4.17	 	 	$	72,726.89	 	 	$	872,722.62	 
	04/01/2020 — 03/31/2021	 	25 to 36	 	$	4.30	 	 	$	74,994.15	 	 	$	899,929.80	 
	04/01/2021 — 03/31/2022	 	37 to 48	 	$	4.43	 	 	$	77,261.42	 	 	$	927,136.98	 
	04/01/2022 — 03/31/2023	 	49 to 60	 	$	4.56	 	 	$	79,528.68	 	 	$	954,344.16	 
	04/01/2023 — 03/31/2024	 	61 to 72	 	$	4.70	 	 	$	81,970.35	 	 	$	983,644.20	 
	04/01/2024 — 03/31/2025	 	73 to 84	 	$	4.84	 	 	$	84,412.02	 	 	$	1,012,944.24	 
	04/01/2025 — 03/31/2026	 	85 to 96	 	$	4.99	 	 	$	87,028.10	 	 	$	1,044,337.14	 
	04/01/2026 — 06/30/2026	 	97 to 99	 	$	5.14	 	 	$	89.644.17	 	 	 	N/A	 



 


Notwithstanding anything
to the contrary, during Months 1 to 3 being the period commencing on April 1, 2018 and ending June 30, 2018 (the “Free Rent
Period”), Tenant shall not be required to pay Base Rent but Tenant shall be liable for payment of all Annual Operating Expenses
as set forth in Sections 5 and 6 hereof and all utilities as set forth in Section 7 hereof during the Free Rent Period.


 






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(h) Annual
Operating Expenses: Estimated at $371,811.30 annually, payable in monthly installments of $30,984.28, subject to adjustment
as provided in this Lease.


 


(i) Tenant’s
Share: 100% (also see Additional Definitions).


 


(j)
Use: manufacturing, warehousing, distribution, storage, fulfillment and any other legal purposes incidental thereto.


 


(k) Security
Deposit: Intentionally omitted.


 


(l) Addresses
For Notices:


 


	
        Landlord:
	Tenant:
	
        Smith Development Company, Inc.

        P.O. Box 17189

        Greenville, SC 29606
	
        Proterra Inc.

        1 Whitlee Court

        Greenville, SC 29607

        Attn: Eric McCarthy

	 	 
	 	
        With a copy to:

         

        Proterra Inc.

        1815 Rollins Road

        Burlingame, CA 94010

        Attn: Legal Affairs



 


(m) Additional
Definitions: See Rider for the definitions of other capitalized terms.


 


(n) Contents:
The following are attached to and made a part of this Lease:


 


Rider — Additional
Definitions            
Exhibits:           “A” — Description of Land


 


2. Premises.
Landlord leases to Tenant and Tenant leases from Landlord the Premises. The Premises is located at 1 Whitlee Court in Greenville
South Carolina, and the Premises includes the Building containing approximately 209,286 rentable square feet and all adjacent surface
parking. Tenant accepts the Premises “AS IS”, without relying on any representation, covenant or warranty by Landlord
other than as expressly set forth in this Lease. Landlord and Tenant stipulate and agree to the rentable square footage set forth
in Subsection 1(c) above without regard to actual measurement. Tenant shall have access to the Premises twenty-four (24) hours
per day, seven (7) days per week.


 


3. Use.
Tenant shall occupy and use the Premises only for the Use specified in Section 1 above. Outside storage is permitted,
including the storage of buses, bus bodies and other materials and components of Tenant and the operation of one or more charging
stations of Tenant located on the Premises but outside the Premises provided the outside storage and charging stations comply with
all Laws and Title Exceptions. Tenant shall have the exclusive right to utilize the entire parking areas upon the Premises during
the Term.


 


4. Term;
Possession. The Term of this Lease shall commence on the Commencement Date and shall end on the Expiration Date, unless
sooner terminated or extended in accordance with this Lease.


 


5. Rent;
Taxes. Tenant agrees to pay to Landlord, without demand, deduction or offset, Annual Base Rent in accordance with the Base
Rent Schedule set forth in Section 1 above and Annual Operating Expenses as set forth in this Lease for the Term. Tenant shall
pay Rent, in advance, on the first day of each calendar month during the Term, at Landlord’s address designated in Section
1 above unless Landlord designates otherwise. In the case of any partial month, Monthly Base Rent and the monthly portion of Annual
Operating Expenses shall be prorated accordingly. Any Rent not paid within 10 days after the due date will bear interest at the
Interest Rate from the date due to the date paid. Tenant shall pay before delinquent all taxes levied or assessed upon, measured
by, or arising from: (a) the conduct of Tenant’s business; (b) Tenant’s leasehold estate; or (c) Tenant’s property
and trade fixtures. Additionally, Tenant shall pay to Landlord all sales, use, transaction privilege, or other excise tax that
may at any time be levied or imposed upon, or measured by, any amount payable by Tenant under this Lease.


 






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6.
Operating Expenses. The amount of the Annual Operating Expenses set forth in Subsection 1(h) above represents Tenant’s
Share of the estimated Operating Expenses for the calendar year in which the Term commences. Landlord may adjust such amount from
time to time if the estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from
time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses. Each year (and as soon as practical
after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property), Landlord shall
provide Tenant with a statement of Operating Expenses for the preceding calendar year or part thereof. Landlord will promptly provide
to Tenant supporting information with respect to a statement of Operating Expenses such as invoices for taxes and insurance upon
Tenant’s request. Within 30 days after delivery of the statement to Tenant, Landlord or Tenant shall pay to the other the
amount of any overpayment or deficiency then due from one to the other or, at Landlord’s option, Landlord may credit Tenant’s
account for any overpayment. If Tenant does not give Landlord notice within 60 days after receiving Landlord’s statement
that Tenant disagrees with the statement and specifying the items and amounts in dispute, Tenant shall be deemed to have waived
the right to contest the statement. If Tenant disagrees with the statement and specifies the items and amounts in dispute, Tenant
shall, pending the resolution of such dispute, nonetheless pay all of Tenant’s Annual Operating Expenses in accordance with
the statement furnished by Landlord. Upon the resolution of such dispute, the amount due Tenant (if any) shall be credited against
future payments of Rent. Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due the other pursuant
to this Section shall survive the expiration or termination of this Lease. It is the intention of the parties that except as set
forth herein to the contrary, this Lease is a “triple net lease” and Landlord shall receive the Annual Base Rent, Annual
Operating Expenses and other sums required of Tenant under the Lease, except for Landlord’s obligations set forth in this
Lease, undiminished from all costs, expenses and obligations of every kind relating to the Premises, which shall arise or become
due during the Term, all of which shall be paid by Tenant. Notwithstanding the foregoing or any other provision of this Lease,
after the first full calendar year following the Commencement Date, the amount of Annual Operating Expenses paid by Tenant shall
not exceed one hundred three percent (103%) of the amount of Annual Operating Expenses paid by Tenant for the preceding calendar
year measured on a cumulative basis; provided, however, the foregoing cap shall not be applicable to Non-Controllable Operating
Expenses (as hereinafter defined). “Non-Controllable Operating Expenses” are defined as taxes and assessments (including
pursuant to any recorded covenants or agreements), insurance costs, snow removal and utility expenses.


 


7. Utilities.


 


(a) Tenant
shall pay for water, sewer, gas, electricity, heat, power, telephone and other communication services and any other utilities supplied
to the Premises. Except for any utilities that are not separately metered (for which Landlord shall invoice Tenant for the cost
or include the cost in Operating Expenses), Tenant shall obtain utility service in its own name and timely pay all charges directly
to the provider. In the event that any meter serving the Premises is not functioning properly or during the period that such meter
is being repaired, Tenant shall be responsible for its pro rata share of utility usage based upon Landlord’s reasonable estimate.
Landlord shall not be responsible or liable for any interruption in such services, nor shall such interruption affect the continuation
or validity of this Lease. Landlord shall have the exclusive right to select, and to change, the companies providing such services
to the Building or Premises. Any wiring, cabling or other equipment necessary to connect Tenant’s telecommunications equipment
shall be Tenant’s responsibility, and shall be installed in a manner approved by Landlord. In the event Tenant’s consumption
of any utility or other service included in Operating Expenses is excessive, Landlord may invoice Tenant separately for, and Tenant
shall pay on demand, the cost of Tenant’s excessive consumption, as reasonably determined by Landlord.


 






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(b) From
time to time, at Landlord’s option, Landlord may estimate the monthly cost for all utilities that are not being directly
metered and billed to Tenant and bill Tenant the estimated amount therefor. All such estimated amounts shall be paid together with
Monthly Rent. Landlord shall deliver to Tenant at least annually
(or more frequently at Landlord’s election) a statement indicating the actual amount of Tenant’s share of such utilities
based upon the actual utility invoiced (as may be applicable). If any reconciliation of utilities reveals that any additional payments
are due, Tenant shall pay such deficiency to Landlord within fifteen (15) days after invoice therefor. If the reconciliation reveals
that Tenant has overpaid utilities for such period, Landlord shall credit such overpayment against Rent hereunder, or if the Term
has expired, pay such amount to Tenant. Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due
the other pursuant to this Section shall survive the expiration or termination of this Lease.


 


8. Insurance;
Waivers; Indemnification.


 


(a) Landlord
shall maintain insurance against loss or damage to the Building or the Property with coverage for perils as set forth under the
“Causes of Loss-Special Form” or equivalent property insurance policy in an amount equal to the full insurable replacement
cost of the Building (excluding coverage of Tenant’s personal property and any Alterations by Tenant), and such other insurance,
including rent loss coverage, as Landlord may reasonably deem appropriate or as any Mortgagee may require. If Landlord elects to
obtain rent loss coverage, its own commercial general liability insurance policy or any other insurance coverage as Landlord may
reasonably deem appropriate or as any Mortgagee may require, other than the property insurance policy, then the cost of such insurance
coverage shall be at Landlord’s expense and may not be included as part of Annual Operating Expenses notwithstanding any
other provision of this Lease. All deductibles shall be at industry standard amounts or as Landlord may reasonably deem appropriate
or as any Mortgagee may require.


 


(b) Tenant,
at its expense, shall keep in effect commercial general liability insurance, including blanket contractual liability insurance,
covering Tenant’s use of the Property, with such coverages as Landlord may reasonably require with a combined single limit
of not less than $1,000,000 and $3,000,000 general aggregate limit (which general aggregate limit may be satisfied by an umbrella
liability policy) for bodily injury or property damage, containing a contractual liability endorsement covering Tenant’s
indemnification obligations hereunder, written on an occurrence basis and containing a waiver of subrogation provision; however,
such limits shall not limit Tenant’s liability hereunder. The policy shall name Landlord and any other associated or affiliated
entity as their interests may appear and at Landlord’s request, any Mortgagee(s), as additional insureds, shall be written
on an “occurrence” basis and not on a “claims made” basis and shall be endorsed to provide that it is primary
to and not contributory to any policies carried by Landlord. Additionally, if permitted by Tenant’s insurance company, such
insurance policy shall provide that the policy shall not be cancelable or reduced without at least 30 days prior notice to Landlord.
The insurer shall be authorized to issue such insurance, licensed to do business and admitted in the state in which the Property
is located and rated at least A VII in the most current edition of Best’s Insurance Reports. Tenant shall deliver
to Landlord on or before the Commencement Date or any earlier date on which Tenant accesses the Premises, and at least 30 days
prior to the date of each policy renewal, a certificate of insurance evidencing such coverage. Tenant shall also maintain insurance
against loss or damage to Tenant’s personal property, fixtures and Alterations.


 


(c) Landlord
and Tenant each waive, and release each other from and against, all claims for recovery against the other for any loss or damage
to the property of such party arising out of fire or other casualty coverable by a standard “Causes of Loss-Special Form”
property insurance policy with, in the case of Tenant, such endorsements and additional coverages as are considered good business
practice in Tenant’s business, even if such loss or damage shall be brought about by the fault or negligence of the other
party or its Agents. This waiver and release is effective regardless of whether the releasing party actually maintains the insurance
described above in this Subsection, but is limited to the amount of insurance required to be carried under this Lease or to the
actual proceeds received after a loss, whichever is greater. Each party shall have its insurance company that issues its property
coverage waive any rights of subrogation, and shall have the insurance company include an endorsement acknowledging this waiver,
if necessary. Tenant assumes all risk of damage of Tenant’s property within the Property, including any loss or damage caused
by water leakage, fire, windstorm, explosion, theft, or other cause.


 






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(d) Neither
Landlord nor Landlord’s Indemnitees shall be liable for and Tenant shall indemnify and save harmless Landlord and Landlord’s
Indemnitees from and against any and all liabilities, damages, claims, suits, costs (including costs of suit, attorneys’
fees and costs of investigation) and actions of any kind, foreseen or unforeseen, arising or alleged to arise by reason of injury
to or death of any person or damage to or loss of property, occurring on, in, or about the Premises, or by reason of any other
claim whatsoever of any person or party, occasioned, directly or indirectly, wholly or partly: (a) by the occupancy or use of the
Property by Tenant or its Agents or by any act or omission on the part of Tenant or its Agents, whether prior to, during or after
the Term; or (b) by any breach, violation or non-performance of any covenant of Tenant under this Lease. If any action or proceeding
shall be brought by or against Landlord or any Landlord Indemnitee in connection with any such liability, claim, suit, cost, injury,
death or damage, Tenant, on notice from Landlord or any Landlord Indemnitee, shall defend such action or proceeding, at Tenant’s
expense, by or through attorneys reasonably satisfactory to Landlord or the Landlord Indemnitee. The provisions of this paragraph
shall apply to all activities of Tenant or its Agents with respect to the Premises, whether occurring before or after execution
of this Lease. Tenant’s obligations under this paragraph shall not be limited to the coverage of insurance maintained or
required to be maintained by Tenant under this Lease. Neither Landlord nor any Landlord Indemnitee shall be liable in any manner
to Tenant or its Agents for any injury to or death of persons or for any loss of or damage to property, regardless of whether such
loss or damage is occasioned by casualty, theft or any other cause of whatsoever nature, excluding loss or damage to property caused,
solely by the negligence or intentional acts of Landlord or any Landlord Indemnitee. In no event shall Landlord or any Landlord
Indemnitee be liable in any manner to Tenant or its Agents as the result of the acts or omissions of Tenant or its Agents and all
liability therefore shall rest with Tenant. All personal property upon the Premises shall be at the risk of Tenant only, and neither
Landlord nor any Landlord Indemnitee shall be liable for any damage thereto or theft thereof, whether or not due in whole or in
part to the negligence of Landlord or any Landlord Indemnitee. Tenant’s obligations pursuant to this Subsection shall survive
the expiration of the Term or earlier termination of this Lease.


 


9. Maintenance
and Repairs.


 


(a) Landlord
shall Maintain the: (i) Building footings, foundations, structural steel columns and girders at Landlord’s sole expense;
and (ii) Building roof and exterior walls. Costs incurred by Landlord under the foregoing Subsection (ii) will be included in Operating
Expenses in accordance with the definition of Operating Expenses in the Rider attached to this Lease. To the extent any heating,
ventilation and air conditioning system, or other Building System, equipment or fixture exclusively serves the Premises, Landlord
may elect to Maintain the same at Tenant’s sole expense and bill Tenant directly. If Tenant becomes aware of any condition
that is Landlord’s responsibility to repair, Tenant shall promptly notify Landlord of the condition. Furthermore, Landlord
shall be responsible, at Landlord’s cost and not as an Operating Expense, for correcting any latent defects with respect
to the Premises; provided, however, that Landlord shall have no obligation to repair (i) latent defects capable of detection in
the ordinary course of Tenant’s business and first detected more than one (1) year after the commencement date of the Existing
Lease, and/or (ii) latent defects that have no material adverse effect on Tenant’s ability to conduct business in or gain
access to the Premises.


 


(b) Except
as provided in Subsection (a) above, Tenant at its sole expense shall Maintain the Premises, including, but not limited to, all
heating, ventilation and air conditioning systems, or other Building System, lighting, plumbing fixtures, walls, partitions, sidewalks,
landscaping, parking and other paved areas, dock doors, loading areas, floors, doors, windows, fixtures and equipment in the Premises.
Tenant shall obtain annual, written maintenance contracts with competent, licensed contractors for the maintenance of the sprinkler
and heating, ventilation and air conditioning systems. All repairs and replacements by Tenant shall utilize materials and equipment
which are comparable to those originally used in constructing the Building and Premises. Alterations, repairs and replacements
to the Property, including the Premises, made necessary because of Tenant’s Alterations or installations, any use or circumstances
special or particular to Tenant, or any act or omission of Tenant or its Agents shall be made by Landlord or Tenant as set forth
above, but at the sole expense of Tenant to the extent not covered by any applicable insurance proceeds paid to Landlord.


 






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10. Compliance.


 


(a) Laws.
Tenant will, at its expense, promptly comply with all Laws now or subsequently pertaining to the Premises or Tenant’s use
or occupancy and obtain all Permits necessary for Tenant’s use, occupancy and/or business conducted at the Premises. Neither
Tenant nor its Agents shall use the Premises in any manner that under any Law would require Landlord to make any Alteration to
or in the Building (without limiting the foregoing, Tenant shall not use the Premises in any manner that would cause the Premises
or the Property to be deemed a “place of public accommodation” under the Americans with Disabilities Act (the “ADA”)
if such use would require any such Alteration). Tenant shall be responsible for compliance with the ADA, and any other Laws regarding
accessibility, with respect to the Premises.


 


(b) Agreement
regarding Wall Interstate Park Agreement. Tenant will comply, and will cause its Agents to comply, with that certain Agreement
related to the Wall Interstate Park entered into between Wachovia Bank of
South Carolina, N.A., as Trustee for the Ben R. Wall, Jr., Trust for the Descendants of Else Wall Johnson and Orders Distributing
Company, Inc., dated June 27, 1995 and recorded in the Office of the Register of Deeds for Greenville County in Book 1620 at Page
923, and all other recorded covenants, conditions, restrictions and other documents that encumber the Premises (collectively, “Title
Exceptions”).


 


(c) Change
in Use. Tenant shall pay to Landlord any increase in the cost of any insurance on the Premises incurred by Landlord, which
is caused by Tenant’s use or occupancy of the Premises, any actions by Tenant or its Agents, or because Tenant vacates the
Premises prior to the expiration of the Term or earlier termination of the Lease. Tenant shall pay the amount of such increase
as additional rent within 30 days after being billed.


 


(d) Hazardous
Materials.


 


(1) Compliance
with Environmental Laws. Tenant shall not engage in any activity in, on or about the Premises in violation of Environmental
Laws. Tenant agrees that (i) no activity will be conducted on the Premises that will use or produce any Hazardous Materials, except
for activities which are part of the ordinary course of Tenant’s business and are conducted in accordance with all Environmental
Laws (“Permitted Activities”); (ii) the Premises will not be used for storage of any Hazardous Materials, except for
materials used in the Permitted Activities which are properly stored in a manner and location complying with all Environmental
Laws; (iii) no portion of the Premises will be used by Tenant or Tenants Agents for disposal of Hazardous Materials; (iv) if requested
by Landlord, Tenant will deliver to Landlord copies of all material safety data sheets and other written information prepared by
manufacturers, importers or suppliers of any Hazardous Materials; and (v) Tenant will immediately notify Landlord of any violation
by Tenant or Tenant’s Agents of any Environmental Laws or the release or suspected release of Hazardous Materials in, under
or about the Premises, and Tenant shall immediately deliver to Landlord a copy of any notice, filing or permit sent or received
by Tenant with respect to the foregoing.


 


(2) Indemnification
of Landlord. Tenant shall indemnify, protect, defend and hold Landlord, its agents, employees, mortgagees and ground lessors,
if any, and the Premises, harmless from and against any and all damages, liabilities, judgments, costs, claims, liens, expenses,
penalties, permits and attorney’s and consultant’s fees arising out of or involving any Hazardous Materials used, stored,
maintained, transported, generated, or disposed of by or for Tenant or Tenant’s Agents or under Tenant’s control or
any violation of Environmental Laws by Tenant or Tenant’s Agents after the commencement date of the Existing Lease. Tenant’s
obligations under this Subsection shall include, but not be limited to, the effects of any contamination or injury to person, property
or the environment resulting from such loss, damages, and liabilities, and the cost of investigation (including consultant’s
and attorney’s fees and testing), removal, remediation, restoration and/or abatement thereof, or of any contamination therein
involved, and shall survive the expiration of the Term or earlier termination of this Lease.


 






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(3) Indemnification
of Tenant. Landlord shall indemnify, protect, defend and hold Tenant, its successors, assigns, agents, employees, contractors,
partners, directors, officers and affiliates, harmless from and against any and all losses and/or damages, liabilities, judgments,
costs, claims, liens, expenses, penalties, permits and attorney’s and consultant’s fees incurred by Tenant (collectively,
“Tenant Losses”) arising out of or involving any Hazardous Materials or a condition arising or resulting from same,
that has come to be located in, on, under or about the Premises prior to the commencement date of the Existing Lease (as defined
below). Landlord’s obligations under this Subsection shall include, but not be limited to, the effects of any contamination
or injury to person, property or the environment resulting from such loss, damages, and liabilities, and the cost of investigation
(including consultant’s and attorney’s fees and testing), removal, remediation, restoration and/or abatement thereof,
or of any contamination therein involved, and shall survive the expiration or earlier termination of this Lease.


 


(4) Should
any assessment, investigation or sampling reveal the existence of any Hazardous Materials in, on, under, or about, or migrating
from or onto the Premises as a result of any Hazardous Materials used, stored, maintained, transported, generated, or disposed
of by or for Tenant or Tenant’s Agents or under Tenant’s control in violation of Environmental Laws after the commencement
date of the Existing Lease, then, in addition to such event constituting an Event of Default under this Lease, and Landlord having
all rights available to Landlord under this Lease and by law by reason of such Event of Default, at Landlord’s election,
Tenant shall either undertake all action required by any governmental authority in accordance with all Laws at Tenant’s own
expense, or reimburse Landlord for all costs incurred in connection with Landlord’s performance of the same.


 


(5) Landlord
represents that, to its actual knowledge without investigation or inquiry, as of the commencement date of the Existing Lease, the
Premises were free from Hazardous Materials, and to Landlord’s actual knowledge without investigation or inquiry, there has
never been environmental pollution on the Land by Landlord or Landlord’s Agents.


 


(6) The
provisions of this Subsection 10(d) shall survive the expiration of the Term or earlier termination of this Lease.


 


11. Signs.
Tenant shall be entitled to have building clad signage on the exterior of the Building and monument signage, provided all signage
must comply with all Laws and Title Exceptions. Signage shall be installed by Tenant at its expense. Tenant shall maintain all
signs installed by Tenant in good condition and in compliance with all Laws and Title Exceptions. Tenant shall remove its signs
upon expiration of the Term or the earlier termination of this Lease, shall repair any resulting damage, and shall restore the
Premises to its condition existing prior to the installation of Tenant’s signs.


 


12. Alterations.
Except for non-structural and non-material Alterations that (i) do not exceed $60,000 in the aggregate in any fiscal year, (ii)
do not affect any Building System or the structural portions of the Building, (iii) do not require penetrations into the roof of
the Building, and (iv) do not require work on the roof of the Building, Tenant shall not make or permit any Alterations in or to
the Premises without first obtaining Landlord’s consent, which consent shall not be unreasonably withheld. Landlord shall
notify Tenant whether Landlord grants or denies its consent with ten (10) business days after receipt of Tenant’s consent
request. If Landlord fails to notify Tenant that Landlord is or is not granting its consent to a Tenant Alterations consent request
within the stated time for response, then Landlord shall be deemed to have granted its consent to Tenant’s Alteration request.
Tenant shall not be responsible for any type of Landlord supervision fee, including but not limited to, construction supervision
and architectural plan review in connection with any Alterations made to the Premises unless the Alterations (i) affect any Building
System or the structural portions of the Building, or (ii) require penetrations into the roof of the Building. With respect to
any Alterations made by or on behalf of Tenant that requires Landlord’s consent, (i) not less than 10 days prior to commencing
any Alteration, Tenant shall deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with
certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage naming Landlord and
any other associated or affiliated entity as their interests may appear as additional insureds, and (ii) the Alteration shall be
constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications
delivered to, and, if required above. approved by Landlord. Any Alteration by Tenant shall be the property of Tenant until the
expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall remain on the Property and
become the property of Landlord unless Landlord gives notice to Tenant to remove it, in which event Tenant will remove it, will
repair any resulting damage and will restore the Premises to the condition existing prior to Tenant’s Alteration. Landlord
has the right to require Tenant to remove the Alterations at the expiration or termination of this Lease, at the sole expense of
Tenant. Upon the expiration or termination of this Lease, if required by Landlord, the Premises shall be returned to the condition
in which they were delivered to Tenant at the commencement of the term of the Existing Lease, normal wear and tear excepted. Tenant
may install its trade fixtures, furniture and equipment in the Premises, provided that the installation and removal of them will
not adversely affect any structural portion of the Property, any Building System or any other equipment or facilities of Landlord
serving the Building or any occupant. Tenant’s obligations pursuant to this Section shall survive the expiration or termination
of this Lease.


 






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13. Mechanics’
Liens. Tenant will discharge, bond over, or otherwise satisfy any mechanics or materialmen’s lien which has been
filed against the Premises arising out of work done for, or materials furnished to Tenant, its contractors or subcontractors within
thirty (30) days following the date Tenant receives notice that the lien has been filed, or if Tenant is contesting any such lien
or the claims on which it is based, Tenant will have provided Landlord assurances against loss or damage reasonably satisfactory
to Landlord. If Tenant shall fail to cause such lien to be discharged within such 30-day period, then, in addition to any other
right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed
to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and Tenant shall reimburse Landlord
for all reasonable costs incurred by Landlord in connection therewith plus interest at the Interest Rate within ten (10) days of
receipt of an invoice from Landlord. Nothing in this Lease contained shall be deemed or construed in any way as constituting the
consent or request of Landlord, express or implied by inference or otherwise, to any contractor, subcontractor, laborer or materialman
for the performance of any labor or the furnishing of any materials for any specific improvements, alteration to or repair of the
Premises or the Property or any part thereof, nor as giving Tenant a right, power or authority to contract for or permit the rendering
of any services or the furnishing of any materials that would give rise to the filing of any mechanics’ liens against the
Premises or the Property.


 


14. Landlord’s
Right of Entry. During normal business hours, Landlord may enter the Premises to show it to prospective purchasers, mortgagees
and tenants and for the purpose of inspection, or making any repairs or performing any maintenance which Landlord is required or
permitted to make hereunder; provided that Landlord will provide Tenant not less than 48 hour prior written notice except in the
event of an emergency involving the threat of injury to persons or damage to property in or around the Premises, in which event
Landlord may enter the Premises at such times and will provide Tenant with such notice as is reasonable under the circumstances.
Notwithstanding any provision to the contrary contained in this Section 14, Landlord acknowledges that (i) Landlord and any person
permitted access to the Premises pursuant to this Section 14 shall not take pictures, film, video or otherwise capture images of
the interior of the Premises, except if necessary to document the condition of the Premises including any damage thereto or any
violations of this Lease and except if required by Landlord’s lender for appraisal or financing purposes and except for images
taken for marketing purposes during the last 12 months of the Term and approved by Tenant, and (ii) Tenant shall have the right
to secure an area and/or areas where its servers, client confidential information and other trade secrets will be located (collectively,
“Confidential Areas”) and except in the event of an emergency involving the threat of injury to persons or damage to
property in or around the Premises, no one, including, without implied limitation, persons providing recurring services shall be
permitted to enter the Confidential Areas unless (i) any person entering the Confidential Areas is escorted by an employee or other
representative of Tenant, and (ii) Landlord has provided Tenant no less than 48 hours prior reasonable written notice.


 


15. Damage
by Fire or Other Casualty. If the Premises are totally destroyed by fire or other casualty or if a casualty shall render
the Premises unusable for Tenant’s business purposes, using a commercially reasonable standard, and such damage cannot be
repaired as reasonably determined by Landlord within one hundred eighty (180) days from the date of said casualty (each a “Substantial
Casualty”), either Landlord or Tenant (unless the damage was caused by the fault or negligence of Tenant or Tenant’s
Agents) may terminate this Lease within thirty (30) days after the occurrence of the event causing the damage. If a casualty occurs
during the last 12 months of the Term, either Landlord or Tenant (unless the damage was caused by the fault or negligence of Tenant
or Tenant’s Agents) may terminate this Lease unless Tenant has the right to extend the Term and does so within 30 days after
the date of the casualty. Moreover, if a casualty occurs, Landlord may terminate this Lease if the loss is not adequately covered
in Landlord’s sole but reasonable discretion by the insurance required to be maintained by Landlord under this Lease. In
the event that either party elects to terminate this Lease after a casualty, the obligation of Tenant to pay Rent and other charges
hereunder shall end as of the date when the damage occurred and other charges prepaid by Tenant shall be adjusted between the parties.


 






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If neither party so terminates this Lease
as provided above or in the case of a casualty not constituting a Substantial Casualty, then Landlord shall commence the repair,
restoration or rebuilding of the Premises as soon as reasonably possible and thereafter diligently prosecute the same to completion
as soon as reasonably possible, provided adequate insurance proceeds are available, and Tenant shall, at Tenant’s sole cost
and expense, repair, replace and restore to the extent deemed necessary by Tenant for the operation of Tenant’s business
from the Premises, Tenant’s personalty, trade fixtures, equipment and fixtures, and all Alterations installed by or on behalf
of Tenant either prior to or during the Term. If Landlord’s portion of such repair, restoration or rebuilding is not substantially
completed within three hundred sixty-five (365) days after the date of such damage, except for Force Majeure (as defined below)
and delays caused by Tenant or Tenant’s Agents, and Tenant cannot operate in the Premises, then Tenant shall have the right
to terminate this Lease (unless the damage was caused by a willful act of Tenant or Tenant’s Agents) and the obligation of
Tenant to pay Rent and other charges hereunder shall end as of the date of such termination and other charges prepaid by Tenant
shall be adjusted between the parties. If neither party terminates this Lease as provided above, and if the casualty or the repair,
restoration or rebuilding caused thereby shall render the Premises untenantable, in whole or in part, and is not due to the fault
or negligence of Tenant or Tenant’s Agents, employees or invitees, an equitable abatement in Rent and other charges hereunder
shall be allowed from the date when the damage occurred until the date when the repair, restoration or rebuilding is substantially
complete.


 


16.
Condemnation. If (a) all of the Premises are Taken, (b) any part of the Premises is Taken and the remainder is insufficient
in Landlord’s opinion or Tenant’s opinion for the reasonable operation of Tenant’s business, or (c) any of the
Property is Taken, and, in Landlord’s opinion, it would be impractical or the condemnation proceeds are insufficient to restore
the remainder, then this Lease shall terminate as of the date the condemning authority takes possession, and Landlord shall refund
to Tenant any Rent prepaid beyond the effective date of termination, and Landlord and Tenant will be released of all liabilities
and obligations arising on or after the effective date of such termination except for any liabilities and obligations that expressly
survive such termination. If this Lease is not terminated, Landlord shall restore the Building and other portions of the Premises
not Taken to a condition as near as reasonably possible to the condition prior to the Taking, the Annual Base Rent shall be abated
for the period of time all or a part of the Premises is untenantable either in proportion that such rentable square foot area that
is untenantable bears to the rentable square foot of the Premises or in another equitable manner based on the nature of the Taking,
and this Lease shall be amended appropriately. The compensation awarded for a Taking shall belong to Landlord. Except for any relocation
benefits to which Tenant may be entitled and except for damage or loss to any leasehold improvements or fixtures installed or constructed
upon the Premises by Tenant, Tenant hereby assigns all claims against the condemning authority to Landlord, including, but not
limited to, any claim relating to Tenant’s leasehold estate.


 


17. Quiet
Enjoyment. Landlord covenants that Tenant, upon performing all of its covenants, agreements and conditions of this Lease,
shall have quiet and peaceful possession of the Premises as against Landlord and anyone claiming by or through Landlord, subject,
however, to the terms of this Lease.


 


18. Assignment
and Subletting.


 


(a) Except
as provided in Subsection (b) below, Tenant shall not enter into nor permit any Transfer voluntarily or by operation of law, without
the prior consent of Landlord, which consent shall not be unreasonably withheld. Consent to one Transfer shall not be deemed to
be consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant from any obligation under this Lease. Landlord’s
acceptance of Rent from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be consent
to any Transfer. Any Transfer not in conformity with this Section 18 shall be void at the option of Landlord.


 






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(b) Landlord’s
consent shall not be required in the event of any Transfer by Tenant to an Affiliate provided that (i) the Affiliate has a tangible
net worth at least equal to that of Tenant as of the date of this Lease if the Transfer involves an assignment of Tenant’s
interest in the Lease, (ii) Tenant provides Landlord notice of the Transfer at least 15 days prior to the effective date, together
with current financial statements of the Affiliate certified by an executive officer of the Affiliate if the Transfer involves
an assignment of Tenant’s interest in the Lease and the Affiliate’s financials are not already part of a consolidated
financial statement maintained by Tenant, and (iii) in the case of an assignment or sublease, Tenant delivers to Landlord an assumption
agreement or sublease reasonably acceptable to Landlord executed by Tenant and the Affiliate, together with a certificate of insurance
evidencing the Affiliate’s compliance with the insurance requirements of Tenant under this Lease.


 


(c) If
Tenant requests Landlord’s consent to a Transfer, Tenant shall provide Landlord, at least 15 business days prior to the proposed
Transfer, current financial statements of the transferee certified by an executive officer of the transferee in the Transfer involves
an assignment of Tenant’s interest in the Lease, a complete copy of the proposed Transfer documents, and any other information
Landlord reasonably requests. If Landlord fails to grant or refuse to grant any consent to any Transfer within 15 business days
of receipt of Tenant’s request, then Tenant’s request for consent shall be deemed to have been approved by Landlord.
Immediately following any approved assignment or sublease, Tenant shall deliver to Landlord an assignment and assumption agreement
or a sublease reasonably acceptable to Landlord executed by Tenant and the transferee, together with a certificate of insurance
evidencing the transferee’s compliance with the insurance requirements of Tenant under this Lease. Tenant agrees to reimburse
Landlord for reasonable administrative and attorneys’ fees in connection with the processing and documentation of any Transfer
for which Landlord’s consent is requested. If Tenant assigns or sublets all or any portion of the Premises (other than to
an Affiliate), Tenant shall pay to Landlord as additional rent, as and when received by Tenant, an amount equal to fifty percent
(50%) of the difference between (a) all sums paid to Tenant, its Agent or Affiliate by or on behalf of such assignee or subtenant
under the assignment or sublease, and (b) the Monthly Base Rent, and Operating Expenses paid by Tenant under this Lease and attributable
to the portion of the Premises assigned or sublet. Prior to payment to Landlord of its share of any such difference, Tenant may
deduct from all sums received from any assignee or subtenant (i) brokerage fees, advertising and legal expenses incurred in connection
with such assignment or sublease, and (ii) expenses of above standard improvements constructed in such assigned or subleased space
and paid for by Tenant.


 


19. Subordination;
Mortgagee’s Rights.


 


(a) Tenant
accepts this Lease subject and subordinate to any Mortgage now or in the future affecting the Premises, provided that Tenant’s
right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this
Lease. This clause shall be self-operative, but within 10 days after request, Tenant shall execute and deliver any further instruments
confirming the subordination of this Lease and any further instruments of attornment that the Mortgagee may reasonably request
and which are reasonably acceptable to Tenant. However, any Mortgagee may at any time subordinate its Mortgage to this Lease, without
Tenant’s consent, by giving notice to Tenant, and this Lease shall then be deemed prior to such Mortgage without regard to
their respective dates of execution and delivery; provided that such subordination shall not affect any Mortgagee’s rights
with respect to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the
recording of such Mortgage and the execution of this Lease.


 


(b) No
Mortgagee shall be (i) bound by any amendment of this Lease made without its written consent, or (ii) bound by payment of Monthly
Rent more than one month in advance or liable for any other funds paid by Tenant to Landlord unless such funds actually have been
transferred to the Mortgagee by Landlord.


 






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(c) In
the event there is a mortgage encumbering the Property, then, upon the written request of Tenant, Landlord agrees to use reasonable
efforts to obtain such Mortgagee’s standard form nondisturbance agreement for the benefit of Tenant.


 


(d) The
provisions of Sections 15 and 16 above notwithstanding, Landlord’s obligation to restore the Premises after a casualty or
condemnation shall be subject to the consent and prior rights of any Mortgagee.


 


20. Tenant’s
Certificate; Financial Information. Within 10 days after a party’s request from time to time, the other party shall
execute, acknowledge and deliver to the other party, for the benefit of such party and/or for the benefit of Mortgagee, any prospective
Mortgagee, and any prospective purchaser of Landlord’s interest in the Property, an estoppel certificate in a form reasonably
requested by the requesting party, modified as necessary to accurately state the facts represented. Upon Landlord’s written
request but not more than one (1) time in any 12-month period, Tenant shall, within ten (10) business days of Landlord’s
request, furnish to Landlord financial statements describing Tenant’s then current financial condition prepared in Tenant’s
ordinary course of business. If Tenant is a publicly traded corporation, then delivery of Tenant’s last published financial
information will be satisfactory for purposes of this section. Any information gained from any such financial statement will be
confidential and will not be disclosed, except to carry out the purposes of this Lease. Such financial statements may be disclosed
to any lenders of Landlord, prospective purchasers of the Property and prospective lenders of any purchasers of the Property so
long as such parties agree to keep such information confidential to the extent permitted by law.


 


21. Surrender.


 


(a) On
the date on which this Lease expires or terminates, Tenant shall return possession of the Premises to Landlord in good condition
and in the condition required by Section 12 of this Lease, except for ordinary wear and tear, and except for casualty damage or
other conditions that Tenant is not required to remedy under this Lease. Prior to the expiration or termination of this Lease,
Tenant shall remove from the Property all furniture, trade fixtures, equipment, wiring and cabling (unless Landlord directs Tenant
otherwise or unless the parties have otherwise agreed), and all other personal property installed by Tenant or its assignees or
subtenants. Tenant shall repair any damage resulting from such removal and shall restore the Property to good order and condition.
Any of Tenant’s personal property not removed within thirty (30) days of the expiration of the Term or the earlier termination
of this Lease as required shall be deemed abandoned, and in such event, Landlord, at Tenant’s expense, may remove, store,
sell or otherwise dispose of such property in such manner as Landlord may see fit and/or Landlord may retain such property or sale
proceeds as its property. If Tenant does not return possession of the Premises to Landlord in the condition required under this
Lease, Tenant shall pay Landlord all resulting damages Landlord may suffer.


 


(b) If
Tenant remains in possession of the Premises after the expiration or termination of this Lease, Tenant’s occupancy of the
Premises shall be that of a tenancy at sufferance. Tenant’s occupancy during any holdover period shall otherwise be subject
to the provisions of this Lease (unless clearly inapplicable), except that the Monthly Base Rent shall be 125% of the Monthly Base
Rent payable for the last full month immediately preceding the holdover. No holdover or payment by Tenant after the expiration
or termination of this Lease shall operate to extend the Term or prevent Landlord from immediate recovery of possession of the
Premises by summary proceedings or otherwise. Any provision in this Lease to the contrary notwithstanding, any holdover by Tenant
shall constitute a default on the part of Tenant under this Lease entitling Landlord to exercise, without obligation to provide
Tenant any notice or cure period, all of the remedies available to Landlord under Section 22 of this Lease, and if the holdover
period extends beyond thirty (30) days, Tenant shall be also be liable for any consequential damages that Landlord suffers as a
result of the holdover.


 






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22. Defaults
- Remedies.


 


(a) Tenant’s
Default.


 


(i) The
following acts and occurrences will constitute an event of default (an “Event of Default”) by Tenant under this Lease:
(i) Tenant defaults in payment of any installment of Rent or other sum payable by Tenant hereunder and fails to cure such default
within ten (10) days after written notice thereof; (ii) Tenant fails to observe or perform any other provision of this Lease on
Tenant’s part to be performed and such failure continues for thirty (30) days after written notice to Tenant of such failure
unless such failure (other than the payment of money) by its nature cannot be completely cured within such thirty (30) day period,
in which event Tenant will not be in default unless Tenant fails to commence to cure such failure within such thirty (30) day period
and diligently prosecute such cure to completion; (iii) if Tenant files a petition in bankruptcy or for reorganization or for an
arrangement pursuant to any federal or state bankruptcy law or any similar federal or state law, or is adjudicated a bankrupt or
makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due,
or if a petition or answer proposing the adjudication of Tenant as a bankrupt or its reorganization pursuant to any federal or
state bankruptcy law or any similar federal or state law is filed in any court and Tenant consents to or acquiesces in the filing
thereof or such petition or answer is not being discharged or denied within 60 days after the occurrence of any of the foregoing;
or (iv) if a receiver, trustee or liquidator of Tenant or of all or substantially all of the assets of Tenant or of the Premises
or Tenant’s leasehold interest therein is appointed in any proceeding brought by Tenant, or if any such receiver, trustee
or liquidator is appointed in any proceeding brought against Tenant and is not to be discharged within 60 days after such appointment,
or if Tenant consents to or acquiesces in such appointment.


 


(ii) If
an Event of Default by Tenant as defined above occurs, then in addition to any other remedies available to Landlord at law or in
equity, Landlord may re- enter the Premises, with or without terminating this Lease, and without being liable for prosecution or
damages, and if Landlord so elects, Landlord may terminate this Lease. If Landlord at any time terminates this Lease for any default,
then it may recover from Tenant all reasonable damages it may incur by reason of the default, including the cost of recovering
the Premises and the value at the time of termination of the excess, if any, of the amount of Rent reserved in this Lease for the
remainder of the Term (excluding any unexercised Renewal Term(s)) over the then reasonable rental value of the Premises for the
remainder of the stated term, both figures being discounted to present value using a discount rate equal to the discount rate of
the Federal Reserve Bank of San Francisco, California, at the time of award. Alternatively, Landlord may elect to keep this Lease
in effect and recover monthly from Tenant an amount equal to the Rent and other charges due less the amount, if any, of any rentals
which Landlord may receive by reletting the Premises after subtracting therefrom all costs incurred by Landlord in connection
with such reletting. Landlord may, at Landlord’s option, make Alterations and repairs in order to relet the Premises and
relet all or any part(s) of the Premises for Tenant’s account. Notwithstanding the foregoing, Landlord shall have a duty
to reasonably mitigate its damages following any Tenant default


 


(b) Cure
of Defaults. If Tenant fails to make any payment or perform any act required to be made or performed under this Lease, Landlord,
without waiving or releasing any obligation or default, may (but will be under no obligation to), at any time, and upon not less
than thirty (30) days prior written notice to Tenant (except in an emergency for which Landlord shall attempt to give reasonable
notice), make the payment or perform the act for the account of and at the expense of Tenant, and may enter upon the Premises for
that purpose and take all actions as may be necessary to correct Tenant’s breach. No such entry will be deemed an eviction
of Tenant. All sums so paid by Landlord and all costs and expenses (including, but not limited to, reasonable attorneys’
fees and expenses) so incurred, together with interest thereon at the Interest Rate from the date of payment, will constitute additional
rent and will be paid by Tenant to Landlord on demand.


 


(c) Landlord’s
Default. In the event Landlord is in default under the terms of this Lease, then in any such event, Tenant may provide written
notice of such default to Landlord; provided, however in the event of an emergency resulting in danger to person or property, Tenant
shall be required to give only such notice as is reasonable under the circumstances. Upon the expiration of thirty (30) days following
the giving of such notice, if Landlord (i) has failed to cure such default or (ii) in the case of a default (other than the payment
of money) which by its nature cannot be completely cured within such thirty (30) day period, Landlord does not within such period
commence to cure the default, and diligently pursue and complete the cure in a reasonable period of time, then in either such event
Tenant may do all things necessary or desirable to remedy such default and perform the obligations of Landlord which have not been
fully or properly performed. Landlord will reimburse Tenant for all costs and expenses incurred by Tenant in connection with the
foregoing plus interest thereon at the Interest Rate and, in addition, if Landlord fails to make such payment within thirty (30)
days of Tenant’s written demand, Tenant may set off the amount of all costs and expenses incurred by Tenant in connection
with the foregoing, plus interest thereon at the Interest Rate against Rent coming due under this Lease.


 






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(d) No
Waiver. No waiver by Landlord or Tenant of any breach by Tenant or Landlord shall be a waiver of any subsequent breach, nor
shall any forbearance by Landlord or Tenant to seek a remedy for any breach by Tenant or Landlord, as the case may be, be a waiver
by Landlord or Tenant of any rights and remedies with respect to such or any subsequent breach. Efforts by Landlord to mitigate
the damages caused by Tenant’s default shall not constitute a waiver of Landlord’s right to recover damages hereunder.
No right or remedy herein conferred upon or reserved to Landlord or Tenant is intended to be exclusive of any other right or remedy
provided herein or by law, but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter
existing at law or in equity. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the total amount
due Landlord under this Lease shall be deemed to be other than on account, nor shall any endorsement or statement on any check
or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s
right to recover the balance of Rent due, or Landlord’s right to pursue any other available remedy.


 


(e) Attorney’s
Fees. If either party commences an action against the other party arising out of or in connection with this Lease, the prevailing
party shall be entitled to have and recover from the other party attorneys’ fees, costs of suit, investigation expenses and
discovery costs, including costs of appeal.


 


(f) Waiver
of Trial by Jury. Landlord and Tenant waive the right to a trial by jury in any action or proceeding based upon or related
to, the subject matter of this Lease.


 


23. Authority
of Tenant and Landlord. Tenant represents and warrants to Landlord that: (a) Tenant is duly formed, validly existing and
in good standing under the laws of the state under which Tenant is organized, and qualified to do business in the state in which
the Property is located, (b) the person(s) signing this Lease are duly authorized to execute and deliver this Lease on behalf of
Tenant and (c) any financial statements provided by Tenant to Landlord are true, correct and complete and fairly represent the
financial condition of Tenant in all material respects as of the date of such statements. Landlord represents and warrants to Tenant
that: (a) Landlord is duly formed, validly existing and in good standing under the laws of the state under which Landlord is organized,
and qualified to do business in the state in which the Property is located, and (b) the person(s) signing this Lease are duly authorized
to execute and deliver this Lease on behalf of Landlord.


 


24. Liability
of Landlord. The word “Landlord” in this Lease includes the Landlord executing this Lease as well as its successors
and assigns, each of which shall have the same rights, remedies, powers, authorities and privileges as it would have had it originally
signed this Lease as Landlord. Any such person or entity, whether or not named in this Lease, shall have no liability under this
Lease after it ceases to hold title to the Premises except for obligations already accrued. Tenant shall look solely to Landlord’s
successor in interest for the performance of the covenants and obligations of the Landlord hereunder which subsequently accrue.
In no event shall Landlord be liable to Tenant for any loss of business or profits of Tenant or for consequential, punitive or
exemplary damages of any kind. Neither Landlord nor any principal of Landlord nor any owner of the Property, whether disclosed
or undisclosed, shall have any personal liability with respect to any of the provisions of this Lease or the Premises; and if Tenant
shall recover a money judgment against Landlord, such judgment shall satisfied solely out of the right, title and interest of Landlord
in the Property, including, without implied limitation, all rents, insurance, condemnation or other proceeds in Landlord’s
possession from and after the date of Landlord’s default under this Lease, for the satisfaction of any claim by Tenant against
Landlord.


 






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25. Miscellaneous.


 


(a) The
captions in this Lease are for convenience only, are not a part of this Lease and do not in any way define, limit, describe or
amplify the terms of this Lease.


 


(b) This
Lease represents the entire agreement between the parties hereto and there are no collateral or oral agreements or understandings
between Landlord and Tenant with respect to the Premises or the Property. No rights, easements or licenses are acquired in the
Property or any land adjacent to the Property by Tenant by implication or otherwise except as expressly set forth in this Lease.
This Lease shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter)
pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The
word “including” followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation.
The word “person” includes a natural person, a partnership, a corporation, a limited liability company, an association
and any other form of business association or entity. Both parties having participated fully and equally in the negotiation and
preparation of this Lease, this Lease shall not be more strictly construed, nor any ambiguities in this Lease resolved, against
either Landlord or Tenant.


 


(c) Each
covenant, agreement, obligation, term, condition or other provision contained in this Lease shall be deemed and construed as a
separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of
this Lease unless otherwise expressly provided. All of the terms and conditions set forth in this Lease shall apply throughout
the Term unless otherwise expressly set forth herein.


 


(d) If
any provisions of this Lease shall be declared unenforceable in any respect, such unenforceability shall not affect any other provision
of this Lease, and each such provision shall be deemed to be modified, if possible, in such a manner as to render it enforceable
and to preserve to the extent possible the intent of the parties as set forth herein. This Lease shall be construed and enforced
in accordance with the laws of the state in which the Property is located.


 


(e) This
Lease shall be binding upon and inure to the benefit of Landlord and Tenant and their respective heirs, personal representatives
and permitted successors and assigns.


 


(f) Upon
the written request of either party hereto, the parties will execute a memorandum of this Lease and other agreements herein contained
in form eligible for recording in the records maintained by the Register of Deeds for the County in which the Premises are located,
which memorandum shall set forth all the terms and provisions of this Lease required by law to be included in a memorandum of lease.
The requesting party shall pay all fees required in connection with the recording of any memorandum of lease.


 


(g) Should
any due date hereunder fall on a Saturday, Sunday or legal holiday, then such due date will be deemed timely if given on the first
business day following such Saturday, Sunday or legal holiday.


 


(h) This
Lease will be governed by the laws of the State of South Carolina without regard to its conflict of laws rules. Venue for any dispute
under this Lease shall be proper solely before any courts located in the State of South Carolina having jurisdiction over any such
dispute.


 






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(i) Neither
Landlord nor Tenant will be considered in default in any of its obligations to be performed hereunder if delay in the performance
of such obligation is due to unforeseeable causes beyond its control or caused by the other party and without its fault or negligence,
including but not limited to acts of God or of a public enemy, acts of the federal government or of the government of any subdivision
of the state in which the Premises is located, acts or delays of the other party, fires, or other casualty occurring at the Premises,
weather, freight embargoes, unavailability of materials, strikes or delays of contractors, subcontractors or materialmen (collectively,
“Force Majeure”); it being the purpose and intent of this Subsection that in the event of the occurrence of any such
enforced delay, the time or times for performance of such obligations will be extended for the period of the enforced delay. The
provisions of this Subsection do not apply to Tenant’s obligation to pay Rent under this Lease.


 


(j) Landlord
agrees to subordinate any statutory, constitutional or contractual lien it may now or hereafter have against Tenant’s fixtures
and personal property to any lien or security interest granted by Tenant in or to any of its fixtures and personal property as
security for indebtedness of Tenant or any Affiliate of Tenant. Within fifteen (15) days after request from Tenant, Landlord shall
execute an agreement in favor of Tenant and Tenant’s lender with respect to Landlord’s subordination of such liens
and the rights of Tenant and Tenant’s lender with respect to Tenant’s fixtures and personal property. Such agreement
shall be in a form reasonably acceptable to Landlord, Tenant and Tenants lender.


 


(k) In
the event this Lease provides that the exercise of any right by Tenant or the performance of any obligations of Tenant shall be
subject to the consent or approval of Landlord, the consent or approval of Landlord shall not be unreasonably withheld, conditioned
or delayed.


 


(l) Notwithstanding
any provision to the contrary contained in this Lease except Section 21(b), in no event shall Landlord or Tenant be liable to the
other party or any person claiming through or under the other party for consequential, exemplary or punitive damages.


 


26. Notices.
Any notice, consent or other communication under this Lease shall be in writing and addressed to Landlord or Tenant at their respective
addresses specified in Section 1 above (or to such other address as either party may designate by notice to the other party). Each
notice or other communication shall be deemed given if sent by prepaid overnight delivery service or by certified mail, return
receipt requested, postage prepaid, with delivery in any case evidenced by a receipt, and shall be deemed to have been given on
the day of actual receipt of the notice by the intended recipient or on the business day delivery is refused. The giving of notice
by Landlord’s attorneys, representatives and agents under this Section shall be deemed to be the acts of Landlord.


 


27. Security
Deposit. Intentionally omitted.


 


28. Broker.
Tenant represents and warrants to Landlord that Tenant has dealt with no broker, agent or other intermediary in connection with
this Lease other than Landlord’s Broker and Tenant’s Brokerage Consultant, and that insofar as Tenant knows, no other
broker, agent or other intermediary negotiated this Lease or introduced Tenant to Landlord, brought the Building to Tenant’s
attention for the lease of space therein or provided consulting services to Tenant with respect to market conditions related to
the lease of the Premises and comparable properties. Tenant agrees to indemnify, defend and hold Landlord and its affiliates, partners,
members, employees, agents, their partners, members, shareholders, directors, officers, and trustees, harmless from and against
any liabilities, losses, costs damages and expenses (including attorneys’ fees and costs of litigation (collectively, “Losses”)
that Landlord may suffer as a direct result of the inaccuracy of the foregoing statement and any claims made by Tenant’s
Brokerage Consultant. Tenant agrees to pay all fees payable to Tenant’s Brokerage Consultant pursuant to a separate, written
agreement between Tenant and Tenant’s Brokerage Consultant. Landlord represents and warrants to Tenant that the only broker
engaged by Landlord with respect to this Lease is Landlord’s Broker. Landlord agrees to indemnify, defend and hold Tenant
and its affiliates, partners, members, employees, agents, their partners, members, shareholders, directors, officers, and trustees,
harmless from and against any Losses that Landlord may suffer as a direct result of the inaccuracy of the foregoing statement.
Landlord agrees to pay all commissions payable to Landlord’s Broker pursuant to a separate, written agreement between Landlord
and Landlord’s Broker. This Section 28 shall survive the expiration of the Term or earlier termination of this Lease.


 






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29. OFAC.
Tenant represents and warrants that neither it nor any of its officers or directors is, and that, to the actual knowledge of
the signatory to this Lease, none of its employees, representatives, or agents is, a person or entity with whom U.S. persons or
entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the
Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute,
executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons
Who Commit, Threaten to Commit, or Support Terrorism), or other governmental regulation, and that it will not transfer this Lease
to, or knowingly contract with or otherwise engage in any dealings or transactions or be otherwise associated with such persons
or entities. Tenant represents and warrants that it is currently in compliance with, and shall at all times during the term of
this Lease remain in compliance with, the regulations of OFAC and any other governmental requirement relating thereto.


 


30. Tenant
Improvements. Tenant acknowledges and agrees that, except as otherwise set forth in this Lease, Landlord has no obligation
whatsoever to make any improvements to the Premises including the Building, it being the understanding of the parties that Tenant
accepts the Premises including the Building in its current “AS IS” condition and that Tenant shall be solely obligated,
at Tenant’s sole cost and expense, to make any improvements necessary for Tenant’s business operations in the Premises
and to obtain any and all Permits required for Tenant’s construction of any Alterations and Tenant’s occupancy of the
Premises.


 


31. Renewal
Option. Tenant shall have the option to extend the Term of the Lease for all of the then leased Premises for two (2) additional
periods of five (5) years each (each, a “Renewal Option”), under and subject to the following terms and conditions:


 


(a) Each
renewal term (each, a “Renewal Term”) shall be for a five (5)-year period commencing on the day immediately following
the expiration of the initial Term of the Lease or the prior Renewal Term and expiring on the day immediately preceding the fifth
(5th) anniversary thereof. Tenant must exercise the Renewal Option, if at all, by written notice to Landlord delivered at least
three hundred sixty-five (365) days prior to the expiration date of the initial Term of this Lease or the prior Renewal Term, time
being of the essence.


 


(b) As
a condition to Tenant’s exercise of the Renewal Option, at the time Tenant delivers its notice of election to exercise the
Renewal Option to Landlord, there shall be no Event of Default and this Lease shall be in full force and effect.


 


(c) In
the event Tenant shall timely exercise a Renewal Option, the terms and conditions of this Lease shall be applicable to the additional
period of this Lease, except that Annual Base Rent during a Renewal Term shall be the Market Rate (defined below), but in no event
less than the Annual Base Rent for the last year of the initial Term or prior Renewal Term plus three percent (3%), with annual
escalations of no less than three percent (3%). The “Market Rate” shall be reasonably determined by Landlord by reference
to Class A manufacturing and warehouse spaces with ancillary office space of comparable size, location, and condition with ESFR
systems in the Greenville, South Carolina, Spartanburg, South Carolina and other upstate South Carolina areas (the “Submarket”).
In any determination of the Market Rate appropriate consideration shall be given to the annual rental rates per rentable square
foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable
square feet, the type of escalation clause implemented, the extent of the tenant’s liability under the lease, brokerage commissions,
abatement provisions reflecting free rent and/or no rent during the period of construction or subsequent to the commencement date
as to the space in question, parking considerations, length of the lease term, credit guarantees, size and location of premises
being leased, building standard work letter and/or tenant improvement allowances, if any, or any other tenant concessions and other
generally applicable conditions of tenancy. In the event that Tenant disagrees with Landlord’s determination of the Market
Rate, Tenant shall so notify Landlord within fifteen (15) business days after receipt of Landlord’s determination, which
initial Landlord determination shall be given via notice to Tenant no later than thirty (30) days after Tenant’s exercise
of a Renewal Option, Within ten (10) business days after Landlord’s receipt of such notification, each of Landlord and Tenant
shall appoint a licensed real estate broker who has at least ten (10) years of experience as a broker in the Submarket and shall
notify the other of such appointment. If either party fails to timely appoint such a broker, then such party shall be deemed to
have waived its right to appoint a broker and the determination by the other party’s broker shall control. If both parties
appoint such a broker, then within fifteen (15) days the two brokers shall together appoint a third licensed broker who also meets
such criteria. Within an additional fifteen (15) days, the brokers so chosen by the parties and the third broker shall determine
their respective proposed fair market rental values, using the standard set forth above. The Market Rate for the Premises during
the Renewal Term shall be the mean of the two closest rental rate determinations. Each party shall pay all costs, fees and expenses
of the broker selected by it and the parties shall equally share the cost of the third broker.


 






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(d) Except
as set forth in this Section 31, there shall be no further options to renew or extend the Term of the Lease.


 


32. Termination
of Existing Lease. Landlord and Tenant acknowledge that this Lease is intended to replace the existing Lease between Landlord
and Tenant dated June 8, 2010, as amended by Lease Extension/Modification Agreement dated as of June 29, 2011, as further amended
by Second Lease Extension/Modification Agreement dated as of August 1, 2011, as further amended by Third Lease Extension/Modification
Agreement dated as of January 1, 2014, as further amended by Fourth Lease Extension/Modification Agreement dated as of March
9, 2017 (collectively, the “Existing Lease”). As of the Commencement Date, Landlord and Tenant agree that this Lease
shall replace and supersede the Existing Lease in its entirety.


 


[signatures on following page]


 






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Landlord and Tenant
have executed this Lease on the respective date(s) set forth below.


 


	Landlord:	 	Landlord:
	 	 	 
	Date signed:	 	SMITH DEVELOPMENT COMPANY, INC.,
    a South Carolina corporation
	 	 	 
	3-21-18	 	By:	/s/
    C. Michael Smith
	 	 	Name: 	C. Michael Smith
	 	 	Title:	President
	 	 	 
		 	Tenant:
	 	 	 
	Date signed:	 	PROTERRA INC., a Delaware
    corporation
	 	 	 
	3-21-18	 	By:	/s/
    Ryan Popple
	 	 	Name: 	Ryan Popple
	 	 	Title:	President and CEO


 









     


     


    

 


RIDER


 


ADDITIONAL
DEFINITIONS


 


“ADA” means the Americans With
Disabilities Act of 1990 (42 U.S.C. § 1201 et seq.), as amended and supplemented from time to time.


 


“Affiliate” means (i) any entity
controlling, controlled by, or under common control of, Tenant, (ii) any successor to Tenant by merger, consolidation or reorganization,
and (iii) any purchaser of all or substantially all of the assets of Tenant as a going concern.


 


“Agents” of a party mean such
party’s employees, agents, representatives, contractors, licensees or invitees.


 


“Alteration” means any addition,
alteration or improvement to the Premises or Property, as the case may be.


 


“Building Systems” means any
electrical, mechanical, structural, plumbing, heating, ventilating, air conditioning, sprinkler, life safety or security systems
serving the Building.


 


“Business Day” or “business
day” means any day which is not (a) a Saturday, Sunday or legal holiday in the State of South Carolina, or (b) a day on which
banking institutions are authorized or obligated by law or executive order to be closed in the State of South Carolina.


 


“Environmental Laws” means
all present or future federal, state or local laws, ordinances, rules or regulations (including the rules and regulations of the
federal Environmental Protection Agency and comparable state agency) relating to the protection of human health or the environment.


 


“Event of Default” means a
default described in Section 22(a) of this Lease.


 


“Hazardous Materials” means
pollutants, contaminants, toxic or hazardous wastes or other materials the removal of which is required or the use of which is
regulated, restricted, or prohibited by any Environmental Law.


 


“Interest Rate” means interest
at the rate of 12% on a per annum basis. “Landlord’s Broker” means CBRE.


 


“Landlord Indemnitee” shall
mean Landlord’s affiliates, mortgagees, if any, and their respective officers, shareholders, directors, employees, agents
and representatives, as well as the officers, shareholders, directors, employees, agents and representatives of Landlord.


 


“Laws” means all laws, ordinances,
rules, orders, regulations, guidelines and other requirements of federal, state or local governmental authorities or of any private
association or contained in any restrictive covenants or other declarations or agreements, now or subsequently pertaining to the
Property or the use and occupation of the Property.


 


“Maintain” means to provide
such maintenance, repair and, to the extent necessary and appropriate, replacement, as may be needed to keep the subject property
in good condition and repair consistent with a first class industrial building in the Submarket.


 


“Monthly Rent” means the monthly
installment of Annual Base Rent plus the monthly installment of estimated Annual Operating Expenses payable by Tenant under this
Lease.


 


“Mortgage” means any mortgage,
deed of trust or other lien or encumbrance on Landlord’s interest in the Property or any portion thereof, including without
limitation any ground or master lease if Landlord’s interest is or becomes a leasehold estate.


 






     


     


    

 


“Mortgagee” means the holder
of any Mortgage, including any ground or master lessor if Landlord’s interest is or becomes a leasehold estate.


 


“OFAC” has the meaning set
forth in Section 29 of this Lease.


 


“Operating Expenses” means
all costs, fees, charges and expenses incurred or charged by Landlord in connection with the ownership, operation, maintenance
and repair of, and services provided to, the Property, including, but not limited to, (i) the charges at standard retail rates
for any utilities provided by Landlord pursuant to Section 7 of this Lease, (ii) the cost of insurance carried by Landlord pursuant
to Section 8 of this Lease together with the cost of any deductible actually paid or incurred by Landlord in connection with an
insured loss, (iii) Landlord’s cost to Maintain the Property, subject to the provisions of Section 9 of this Lease, and all
costs and expenses of personnel and vendors or contractors required in connection therewith, inclusive of any property caretakers
or administrators; (iv) the cost of trash collection, (v) snow removal, and grounds-keeping and landscaping of the Premises; (vi)
the costs and charges of any easements and campus associations of which the Property is a part; (vii) to the extent not otherwise
payable by Tenant pursuant to Section 5 of this Lease, all levies, taxes (including real estate taxes, sales taxes and gross receipt
taxes), assessments, liens, license and permit fees, together with the reasonable cost of contesting any of the foregoing, which
are applicable to the Term, and which are imposed by any authority or under any Law, or pursuant to any recorded covenants or agreements,
upon or with respect to the Property, or any improvements thereto, or directly upon this Lease or the Rent or upon amounts payable
by any subtenants or other occupants of the Premises, or against Landlord because of Landlord’s estate or interest in the
Property, MO the annual amortization (over their estimated economic useful life or payback period, whichever is shorter) of the
costs (including reasonable financing charges) of capital improvements or replacements, subject to the provisions of Section 9
of this Lease, and (ix) an annual management and administrative fee not to exceed three and one-half percent (3.5%) of Annual Base
Rent paid by Tenant under this Lease. The foregoing notwithstanding, Operating Expenses will not include: (i) depreciation on the
Building or improvements located on the Premises, (ii) financing and refinancing costs (except as provided above), interest on
debt or amortization payments on any mortgage, or rental under any ground or underlying lease, (iii) leasing commissions, advertising
expenses, tenant improvements or other costs directly related to the leasing of the Property, (iv) income, excess profits or corporate
capital stock tax imposed or assessed upon Landlord, unless such tax or any similar tax is levied or assessed in lieu of all or
any part of any taxes includable in Operating Expenses above, (v) the costs of capital improvements by Landlord to the Building
footings, foundations, structural steel columns and girders subject to the provisions of Section 9 of this Lease, (vi) repairs
or other work (including rebuilding) occasioned by fire, windstorm or other casualty or by condemnation for which Landlord is compensated
by insurance or condemnation proceeds; (vii) any other costs for which Landlord is compensated by insurance proceeds or warranties;
and (viii) the repair of any latent defects in the Premises. If Landlord elects to prepay real estate taxes during any discount
period, Landlord shall be entitled to the benefit of any such prepayment. Landlord shall have the right to directly perform (by
itself or through an affiliate) any services provided under this Lease provided that the Landlord’s charges included in Operating
Expenses for any such services shall not exceed competitive market rates for comparable services.


 


“Permits” means any permits,
certificates of occupancy, consents, environmental permits and approvals, authorization, variances, waivers, licenses, certificates
or approvals required by any governmental or quasi-governmental authority.


 


“Property” means the Land,
the Building, other improvements located on the Land, and all appurtenances to them.


 


“Renewal Option” has the meaning
set forth in Section 31 of the Lease. “Renewal Term” has the meaning set forth in Section 31 of the Lease.


 


“Rent” means the Annual Base
Rent, Annual Operating Expenses and any other amounts payable by Tenant to Landlord under this Lease.


 


“Taken” or “Taking”
means acquisition by a public authority having the power of eminent domain by condemnation or conveyance in lieu of condemnation.


 






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“Tenant’s Brokerage Consultant”
means Pintail Capital Partners, LLC, a South Carolina limited liability company.


 


“Tenant’s Share” means
the percentage obtained by dividing the rentable square feet of the portion of the Building leased by Tenant by the rentable square
feet of the Building, as set forth in Section 1 of this Lease, which the parties acknowledge and agree is 100% since Tenant is
leasing the entire Building.


 


“Transfer” means (i) any assignment,
transfer, pledge or other encumbrance of all or a portion of Tenant’s interest in this Lease, (ii) any sublease, license
or concession of all or a portion of Tenant’s interest in the Premises, or (iii) any transfer of a controlling interest in
Tenant.


 









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EXHIBIT
“A”


 


DESCRIPTION
OF LAND


 


All that certain piece, parcel or tract
of land with all improvements thereon, situate, lying and being on the southeastern side of Dairy Road — Frontage Road near
1-85 in the County of Greenville. State of South Carolina, and being shown and designated as 11.563 acres, more or less, according
to “Boundary Survey for Orders Distributing Company, Inc.” prepared by Wooten Surveying Co., dated December 21, 1994
and recorded in the ROD office for Greenville County in Plot Book 29-K at Page 14, said plot being incorporated herein for a complete
metes and bound description of the subject property. See also a plot entitled “Right of Way Plot for Whitlee Court”
prepared by Site Design, Inc. dated January 28, 1998 and recorded in Plot Book 40-Z at Page 41. The latter plot shows the effect
of the dedication of a right of way for Whitlee court on the subject property.