Exhibit 10.5


 


LEASE CONTRACT FOR USE
OTHER THAN HOUSING PURSUANT TO 

ART. 27 L. 392/78


 


Contract ID : 0290237410/21


 


Milan li’ 01/04/2021


 


-1 With this private writing, SERIM S.p.A., with registered
office in Milan, via Santa


 


Hoffmann, represented here, just
power of attorney Notary Alessandra Zizanovich of 19. 11.2020 -number of Rep. 32528 and Racc. number 14963 by MOPI
Management S.r.l., with registered office in Milan, via Santa Radegonda 14, C.F.: 09558270964, in the person of its legal representative
pro-tempore, geom. Chiara Spagnolini, hereinafter referred to as Lessor or Lessor Party, leases to KAP
S.R.L, with registered office in Milan, Piazza San Giorgio 2, C.F.: 09703750969, in the person of its Director Unico SALA
MARCO, born in Lecco (LC), on 17/08/1981, C.F.: SLAMRC81M17E507G, hereinafter referred to as Tenant or tenant or Conductor
Party, which accepts the following real estate units located in MILAN (Ml), via Ripamonti 1/3,
with cadastral details identified by Sheet 526, Map 67, Subordinate 762, Census Zone 2, Category A / 10, Class 5, Consistency 4.50 rooms,
Cadastral Income Euro 2,730.77, Ground floor, consisting of 4 rooms, 1 bathroom and portion of courtyard for exclusive use, and Sheet
526, Map 67, Subordinate 761, Zone cens. 2, Category A / 1O, Class 5, Consistency 8.50 rooms, Cadastral income Euro 5,158.11, Ground floor,
consisting of 7 rooms, 3 bathrooms and portion of courtyard for exclusive use, as indicated in the floor plans that are delivered together
with this contract.


 


The
lease is for the exclusive use of OFFICE.


 
-2 The lease has a duration of
6 years and that is from 01/04/2021 to 31/03/2027 and will be renewed for an equal period, without prejudice to the right of cancellation,
to be given at least 12 months before the deadline, by registered letter to. r. without prejudice to all other agreements.


 


-3 The initial annual fee is Euro 65,000.00 (sixty-five
thousand / 00), plus VAT for down payment for expenses and services (advance payment that is adjusted according to the first final operating
profit), in total, Euro 69.140,00 plus VAT to be paid to the domicile of the Lessor or who expressly appointed by the same to collect,
or, also, by means of monthly payment in advance with MAV by the 20th of each month. E’ the Lessor’s right to modify, in the course of
the lease, the mode of collection of the fee, as well as to indicate a different person in charge of collection, renouncing as of now
the Conductor to any opposition in this regard.


 


Failure to
pay the sum and/or failure and/or late payment, even in part, beyond the scheduled expiry of the individual installments, will entitle
the lessor to terminate the contract for fact or fault of the tenant, pursuant to Article 1456 of the Civil Code, with the obligation
to immediately return the area. Payment will be due and cannot be suspended for any reason, even if the tenant does not use the real estate
unit for any reason. The reason for the reduction of work and / or suspension of work due to pandemic-epidemic and / or any other problem,
albeit serious, can absolutely not be used by the tenant to suspend and / or interrupt and / or postpone the payment of the fee and /
or modify it in any way. In about Covid 19, (or similar situations) the conductor is aware of the measures
that have been applied and that may still be applicable and nevertheless, accepts the risk of the possibility of reduction and / or suspension
of work, for which, now for then undertakes not to dispute the amount of the rent that will be, in any case, due to the lessor, at the
contractually established deadlines. Regardless of any external problems.


 




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-4 The rent will be updated every
year by the Lessor, automatically and without the need for written communication, to the extent equal to the entire variation of the
consumer price index ascertained by ISTAT for the families of workers and employees, with reference to the index of the month of commencement
of this contract, or, in any case, to the maximum extent allowed by current regulations.


 


-5 The parties
mutually acknowledge that the premises are equipped with an independent heating system and an independent air conditioning system. The
Tenant undertakes to maintain the heating boiler as well as to comply with current regulations on the subject and to stipulate, according
to the regulations in force on the subject, a maintenance contract for the same with a qualified company no later than 60 days from the
stipulation of this contract. This contract must be presented at the simple request of the Lessor. In the event that the Tenant does not
fulfill the above obligations, the Lessor will have the right to provide directly for the maintenance works by charging the cost to the
Tenant, who accepts from now on and without exception, without prejudice to the right of the Lessor to terminate the contract ipso jure
for fact and fault of the tenant pursuant to art. 1456 e.e.


 


The extraordinary maintenance interventions
to the heating boilers are at the expense
of the tenant who will carry them out through his own maintainer giving, however, prior notice to the Lessor. The costs for the ordinary
and extraordinary maintenance of the heating and air conditioning systems are borne by the Tenant. This clause is considered by the parties
essential for the conclusion of this contract.


 





-6 The Lessor reserves the right
to place meters for the measure of cold water consumption: in this case the Tenant undertakes to repay the relative expense (cost of
the appliance and its installation) and to pay the water fees due to its consumption, as well as the detection charges.


 


-7 No action
may be brought by the defaulting Tenant, who must provide for the full payment of fees and expenses, before being able to activate any
alleged right or exception. In spite of the non-payment of rent and expenses, the tenant will never be able to invoke, as a legitimate
justification, the major cause and / or the excessive burdensomeness that has occurred, nor the non-use of the leased property, nor other
justifications of any kind. This clause is considered by the parties essential for the stipulation of this contract and, in case of violation,
the contract will be considered terminated pursuant to art. 1456 C. c.


 


-8 It is
the sole responsibility of the Tenant to provide all the appropriate administrative authorizations and, in any case, permits of any gene
and species that may be necessary for the exercise of the contractually envisaged activity, as the real estate unit is accepted for lease
in the state of fact and law in which it is located. Any failure or delay in granting such authorizations
and permits cannot be a cause of termination of the contract or delay or omission in the payment of fees and expenses.


 





-9 It is forbidden for the Tenant
to change the contractually declared intended use, to block, grant on loan or in any case grant to third parties, even partially, the
leased property, as well as to transfer the contract to others, except for the provisions of Article 36 of Law 392/78. This clause constitutes
an essential condition of this contract and in the event of a violation, the contract will be considered terminated by law pursuant to
art. 1456 e.e., without prejudice to compensation for damages.


 


-10 It is
forbidden for the Conductor: to place fixed or fixtures in the walls, to install radio or TV antennas; to carry out activities that may
cause disturbance or harassment to other conductors; to throw into sanitary appliances, sinks, sinks or garbage dumps material that obstruct
the pipes; to clutter stairs, courtyards and porches and to use them otherwise than just for passage; to place safes or other objects
of excessive weight, to introduce into the premises substances that are easily flammable or explosive; to display signs, signs or writings
without the permission of the Lessor; to make use of means of sales claims that may prejudice the decorum of the building.


 






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-11 The
Tenant undertakes not to make any changes to all the premises and facilities, without the prior written consent of the Lessor. Failure
to comply with this agreement determines ipso jure the termination of the contract to the detriment and expense of the Tenant, pursuant
to art. 1456 of the Italian Civil Code. The improvements and additions made by the Tenant, even if authorized by the Lessor, will remain
in favor of the Lessor at the end of the lease, provided that the Tenant is entitled to claim any compensation and/or refund. In case
of authorizations for interventions on plants
that require the issuance of certifications required by law, it is the obligation of the tenant to issue, within 20 days from the construction
of a new plant and / or modified plant, the Declaration of Conformity obtained from the company executing the works. Failure to deliver
the aforementioned Declaration within the terms indicated will be a cause for contractual termination pursuant to art. 1456 of the Italian
Civil Code. In any case, the lessor’s right to demand the restoration of the premises at the time of the return of the real estate unit
at the expense of the conducting Party is reserved.


 





-12 The Tenant declares to have
viewed the leased property and to have found it in a good state of maintenance pursuant to art. 1575 e.e., as well as suitable for the
agreed use, and, in any case, free from defects which diminish its suitability. In any case, accept the premises as seen and liked.


 


-13 The Tenant
is the guardian of the leased thing with the obligation to maintain it with the diligence of the good father of the family and to return
it to the Lessor, at the end of the lease, in the same state in which he received it. In particular, the Tenant is responsible for providing
for the repairs referred to in art. 1576 e.e., as well as repairs and replacements resulting from the use of the leased property or the
equipment existing therein, as well as, by express agreement, repairs and replacements concerning the windows or parts of systems belonging
exclusively to the leased property. In case of non-fulfillment of the aforementioned obligations, the Lessor has the right to provide
for the aforementioned repairs in replacement and at the expense of the Tenant, who will be required to reimburse the same within fifteen
days of the request. A similar right is granted to the Lessor in the event of failure to carry out the order for maintenance of the heating
system.


 


The Lessor is in any case exempt from
any responsibility for the damages that failures
to comply with the aforementioned obligations derive from third parties, damages whose compensation will be borne exclusively by the Tenant.
In the event that the rented property needs repairs that do not charge the Tenant, the latter is required to promptly notify the Lessor
in writing, under penalty of compensation for any damage resulting from the delay.


 





-14 The repairs referred to in
Article 1576 of the Italian Civil Code, as well as any ordinary and extraordinary maintenance concerning both movable things and all
systems, are the responsibility of the Tenant. The Lessor may carry out repairs of an urgent nature, without paying any compensation
to the Tenant, even if the latter, as a result of them, suffers inconveniences of more than 20 days, thus expressly derogating from the
provisions of articles 1582 and 1584 e.e.


 


-15 The
Tenant exempts the Lessor from any liability for direct and indirect damages that may derive from him, in the common parts of the building,
from the culpable act of the Lessor and / or its employees, including the doorman, or third parties in charge of carrying out works in
general.


 


In addition,
in case of any theft with or without burglary and even in the presence of scaffolding, the Lessor will not be liable for any damage and
also any damage derived to the entrance door and / or to the internal parts and / or windows of the rented real estate unit must be restored
by the conducting Party. The Tenant exempts the Lessor from any responsibility for damages that may occur, where they are not covered
by insurance guarantee and / or the insurance company considers compensation not due, for humidity, invasion or infiltration of water,
for regurgitation of sewer, existence of animals and insects. The Lessor
is exempt from any liability for any suspension or reduction of services and for consequential damages.


 




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-16 The
Tenant, only if there are serious reasons, may withdraw from the contract, giving notice by registered letter to the Lessor, with notice
of at least 6 (six) months before the date on which the withdrawal must be executed. If the Tenant should
release the premises earlier than the expiry of the term of 6 (six) months notice, the same is obliged, at the time of return
of the premises, to pay fees and expenses for all the remaining period of notice.


 


-17 The Tenant waives the faculty
provided for in Article 1578, first paragraph, e.g., concerning the defects of the leased things and the guarantee for harassment by third
parties referred to in Article 1585 e.e.


 


-18 In
the event of unsuitability for the contractual use of all or part of the leased property, the Lessor must return only the part of the
advance consideration, proportional to the non-enjoyment, excluding any other compensation and any compensation for damages, even in the
hypothesis of the second paragraph of Article 1578 e.e.


 


-19 The
Tenant, if the concierge service exists or is established, is required to observe the procedures that regulate the service itself and
the rules given by the Lessor. This has the right, in addition to establishing, also to suppress the concierge service by replacing it
with cleaning services. In addition, the Lessor reserves the right not to provide the concierge service on days of rest, absence or holidays
of the doorman and on midweek holidays.


 


-20 The Owner will have the right
at any time - upon notice - to visit, or have trusted technicians visit , the rented property, to verify compliance with the contractual
agreements. If the Lessor intends to sell the property or in case of cancellation of the lease relationship, the Tenant, within seven
days of the request, must indicate to the Lessor at least three days of the week in which, for three consecutive hours, between 10.00
and 19.00, the same will have the right to have the property visited by third parties, under penalty of compensation for any damage caused
by the refusal. From the first day of the last semester of lease, the Tenant must allow the Lessor to apply signs on the lights facing
the road advertising the next availability of the premises.


 


-21 The Tenant
declares that what he will introduce into the leased real estate unit is his full and exclusive property and that, on these assets there
is no privilege of third parties, except for those goods, subject to a loan contract with third parties and / or rental contract and /
or whose ownership is owned by financial leasing companies, and that the Tenant undertakes to remove, at his own care and expense, from
the leased property at the end of the lease.


 


-22 In case of re-abandonment,
both total and partial, or renovation of the building, the Lessor has the right to terminate the lease, without compensation for damage,
giving 6 months’ notice to the Tenant.


 


-23 The Tenant clearly
accepts as a full part of this contract the Internal Regulations of the Building and the “Regulations for Tenants”
deposited at the ASSOCIATION MILANESE OF THE BUILDING PROPERTY registered in Milan on 5/3/2004 series 3 n. 2320, d and which has
withdrawn copies. The violation of the rules of the Regulations, if contested at least three times to the Tenant by registered
letter, will determine, ipso jure, the termination of the contract pursuant to Article 1456 e.e. The Tenant also undertakes not to
stop with cars of any type or even with other vehicles in the courtyard areas, in the access avenues and, in
any case, in the private areas all surrounding the building, as well as on the ramps or in the access passages to the garages. In
expressly accepting these limitations, the Tenant acknowledges the good right of the Lessor, in case of non-compliance, to have
removed at his own care, but at the expense of the conducting party, the  vehicles that may be found parked in
the areas described above it also expressly exempts the Lessor from any liability for damage that may arise to its vehicle during
the removal operations.




 


-24 To guarantee
the exact fulfillment of the contract, the Tenant constitutes a security deposit equal to three months’ rent. And it is productive of
legal interest that will be, at the end of each year of lease, paid to the Tenant, upon relative registered request. The deposit can never
be charged by the Tenant to pay the fee, nor the ancillary charges. It will be returned after the return of the premises, provided that
the Tenant appears to have fulfilled the obligations all arising from the first exempt contract; otherwise, the deposit will be, without
any formalities, acquired totally by the Lessor, without prejudice to the right to compensation for greater damages. The Lessor has the
right to obtain at any time the increase in the security deposit in proportion to the variations in the rent, however occurred.


 




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-25 For all
purposes of this document, including the service of enforcement acts, the Tenant declares to be domiciled in the rented real estate unit,
even if the same, later, no longer lives there


 


-26 The Tenant
undertakes to take out insurance with a primary company to cover all the risks deriving from the performance of its own
activity, including civil liability towards any users, for fires, gas leaks or other disasters, with a maximum of not less than Euro 260,000.00.
=, providing, within thirty days from the beginning of the lease, a copy of the relative policy to the lessor. Failure to comply with
this charge will be a cause for termination pursuant to art. 1456 e.e.


 


-27 The tenant acknowledges that the premises are
delivered unpainted and is fully aware of and accepts that the painting of the premises, during the lease, may take place exclusively
with light colors, with the express exclusion of the application of strong colors such as non-exhaustive, black, blue, red and brown.
Therefore, the premises at the time of return must present a painting carried out only with light colors.


 


-28 The
Tenant, following interventions on the plants, undertakes to deliver to the Lessor, all the technical documentation and related declarations
of conformity. If this documentation is not delivered, the Lessor will have the right to request from a trusted technician everything
necessary to certify the changes made to the systems. This cost will be charged in full to the Tenant.


 


-29 The tenant acknowledges and
accepts that failure to return the keys to the release of the property and, both of the common parts and of the real estate unit, will
result in the charge of the costs for the replacement of the locks and all the necessary keys, even of the common parts in number equal
to the real estate units present in the building. The amount may be withheld during the liquidation phase final of the entitlements of the contract, also from the deposit, if
any.








 


-30 All expenses
of this contract and its possible renewals, as well as taxes, fees and stamp surcharges and the costs of collection and receipt, are borne
by the Tenant, except for the registration tax which is borne equally by both Parties. In case of early termination of the contract by
the Tenant remains at his full expense the expense for the fulfillment of the practice and the tax relating to the early termination of!
contract.


 


-31 Any modification to this contract
must result from a written act.


 


-32 The
Tenant authorizes the Lessor, as well as the administration and management body of the real estate unit covered by this contract, to use
his personal data, taking out the telephone number, also committing himself to notify of any change. It also authorizes the aforementioned
to communicate the same data to the Insurance Company and / or to third parties, always in relation to the obligations connected with
the lease.


 


-33 The
Lessor expressly declares to opt for the subjection to value added tax (VAT) with the consequent application of the registration tax in
a proportional measure with the current rate of 1% (art. 35 paragraphs 8 et 1O, DL 04/07/2006 n. 223, converted into L.04/08/2006 n. 248).
The parties mutually acknowledge that this registration tax is borne by each of the parties to the same extent for both parties.


 


-34 The
Lessor undertakes to provide the Tenant who declares to accept the Energy Certification Certificate.


 


-35 The
Tenant acknowledges, and expressly accepts, that the Lessor has entrusted the technical / administrative management of the contract stipulated
here and of the unit here
leased, to a third party, to which the Tenant must make exclusive reference.


 




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-36 The Tenant,
to guarantee the payment of rents and expenses, at the same time as signing this lease, delivers to the Lessor the amount equal to three
months of the rent, plus expenses. This amount, unproductive of interest and so on, in case of delay in the payment of rents by the tenant
himself, can be used, at the discretion of the lessor, during the lease. In case of non-use, this amount will be returned at the end of
the lease, provided that there is no residual debt for rents and expenses. The Parties agree that this guarantee, in the event of the
Tenant’s default, does not affect the eviction action for arrears and / or recovery of any credit, as the use during the rental period
is at the discretion of the lessor, who may decide to use this amount even during the eviction phase. If the warranty is used during the
rental period, the tenant must promptly reinstate it, in whole or in part if used partially, within 90 days of its use.


 


Failure
to reinstate the sum used in the aforementioned term will authorize the lessor to take legal action for the recovery of the credit. This
clause is considered by the parties essential for the stipulation of this contract, without prejudice to the right of the Lessor to terminate
the ipso-jure contract for fact and for the fault of the tenant pursuant to Art. 1456 e.e.


 


-37 Given the uncertainty of
the markets due to the pandemic period still in progress, the parties agree to apply a discount, for the first year a reduction in the
fee of Euro 20,000.00 =, for the second year a reduction in the fee of Euro
15,000.00=, for the third year a reduction in the fee of Euro 10,000.00=, for the fourth year a reduction in the fee of Euro 5,000.00=,
without prejudice to the application of the annual ISTAT adjustment on the fee of Euro 65,000.00=.


 


-38 The parties mutually acknowledge
that for everything not expressly regulated in this contract, explicit reference is made and made to the Civil Code.


 


	The Tenant	 	The Lessor
	 	 	 
	/s/ KAP SRL	 	/s/ MOPI Management S.r.l.



 




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In accordance with art. 1341
of the Civil Code the Parties, after reading each clause and re-reading those of this contract referred to in the following points:
3 (payment of fees even in case of non-use), 5 (heating and air conditioning service), 6 (cold water meters), 7 (prohibition of
actions for defaulting tenant and impossibility of remedying due to force majeure, the excessive burden of the leased property), 8
(permits and administrative authorizations), 9 (prohibition of sublease and change of use), 1O (various prohibitions), 11 (changes
and improvements), 12 (acceptance of the status of the real estate unit), 13 (custody and repairs), 14 (urgent maintenance and
repairs), 15 (exemption from liability for damages), 16 (withdrawal), 17 (waiver of termination for defects and guarantee for
harassment), 18 (unsuitability for use during lease), 19 (suspension of concierge service), 20 (right of access), 22 (re-loading),
23 (Regulation and termination), 24 (security deposit), 26 (insurance), 27 (local whitewashing), 28 (technical documentation), 29
(charge of missing keys), 33 (option to subject VAT regime and registration tax), 36 (guarantee payment of fees and expenses), 37
(fee reduction and ISTAT update), declare that the same have been the subject of specific negotiation individual and to expressly
approve them. Milan li’ 01/04/2021


 


	The Tenant	 	The Lessor
	 	 	 
	/s/ KAP SRL	 	/s/ MOPI Management S.r.l.


 




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