FACILITY LEASE
AGREEMENT


 


THIS LEASE
(this "Lease") dated this 28th day of August, 2012 with an effective date of September 1, 2012 BETWEEN Vitacost.com,
Inc. of 5400 Broken Sound Parkway, NW #500, Boca Raton, FL, 33487 Telephone: 561-982-4180 (the "Landlord") Nutra-Pharma
Manufacturing Corp. of N.C. Telephone: 631-846-2500 (the "Tenant") and Nature’s Value, Inc. of 468 Mill
Road, Coram, NY 11727 (the “Guarantor”).   


 


IN CONSIDERATION OF the Landlord
leasing certain premises to the Tenant, the Tenant leasing those premises from the Landlord and the mutual benefits and obligations
set forth in this Lease, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties to this Lease (the
"Parties") agree as follows:


 


Basic Terms


 


		1.	The following basic terms are hereby approved by the Parties and each reference in this Lease to any of the basic terms will
be construed to include the provisions set forth below as well as all of the additional terms and conditions of the applicable
sections of this Lease where such basic terms are more fully set forth:



 


		a.	Landlord: Vitacost.com, Inc.



 


		b.	Address of Vitacost.com, Inc.:  5400 Broken Sound Parkway NW #500, Boca Raton, FL, 33487



 


		c.	Tenant: Nutra-Pharma Manufacturing Corp. of N.C.



 


		d.	Address of Nutra-Pharma Manufacturing Corp. of N.C.: 130 Lexington Parkway, Lexington, NC



 


		e.	Guarantor: Nature’s Value, Inc.



 


		f.	Address of Nature's Value, Inc.:  468 Mill Road, Coram, NY, 11727



 


		g.	Leasable Area of Premises: approximately 25,000 square feet



 


		h.	Term of Lease: The term of the Lease is for 60 months to commence at 12:00 noon on September 1, 2012.



 


		i.	Commencement Date of Lease: September 1, 2012



 


		j.	Base Rent: $3.00 per square foot ($75,000.00 per annum), payable monthly, with the first three months’ rent free



 


		k.	Permitted Use of Premises: Manufacturing and Bottling of Nutraceuticals.



 



    	 



    	 



    

 


		l.	Advance rent: None



 


		m.	Security/Damage Deposit: None



 


Definitions


 


		2.	When used in this Lease, the following expressions will have the meanings indicated:







		a.	"Additional Rent" means all amounts payable by the Tenant under this Lease except Base Rent, whether or not specifically
designated as Additional Rent elsewhere in this Lease;



 


		b.	"Building" means a certain portion of the buildings, improvements, equipment, fixtures, property and facilities from
time to time located at 130 Lexington Parkway, Lexington, NC, 27295, as from time to time altered, expanded or reduced by the Landlord
in its sole discretion;



 


		c.	"Common Areas and Facilities" mean:



 


		i.	those portions of the Building areas, buildings, improvements, facilities, utilities, equipment and installations in or forming
part of the Building which from time to time are not designated or intended by the Landlord to be leased to tenants of the Building
including, without limitation, exterior weather walls, roofs, entrances and exits, parking areas, driveways, loading docks and
area, storage, mechanical and electrical rooms, areas above and below leasable premises and not included within leasable premises,
security and alarm equipment, grassed and landscaped areas, retaining walls and maintenance, cleaning and operating equipment serving
the Building; and



 


		ii.	those lands, areas, buildings, improvements, facilities, utilities, equipment and installations which serve or are for the
useful benefit of the Building, the tenants of the Building or the Landlord and those having business with them, whether or not
located within, adjacent to or near the Building and which are designated from time to time by the Landlord as part of the Common
Areas and Facilities;



 


		d.	"Leasable Area" means with respect to any rentable premises, the area expressed in square feet of all floor space
including floor space of mezzanines, if any, determined, calculated and certified by the Landlord and measured from the exterior
face of all exterior walls, doors and windows, including walls, doors and windows separating the rentable premises from enclosed
Common Areas and Facilities, if any, and from the center line of all interior walls separating the rentable premises from adjoining
rentable premises.  There will be no deduction or exclusion for any space occupied by or used for columns, ducts or other
structural elements;



 



    	 



    	 



    

  


		e.	"Premises" means the commercial premises at 130 Lexington Parkway, Lexington, NC, 27295 which is located approximately
as shown in red on Schedule 'A' attached to and incorporated in the Lease and comprises a Leasable Area of 25,000 square feet;



 


		f.	"Proportionate Share" means a fraction, the numerator of which is the Leasable Area of the Premises and the denominator
of which is the aggregate of the Leasable Area of all rentable premises in the Building.



 


Intent of Lease


 


		3.	It is the intent of this Lease and agreed to by the Parties to this Lease that this Lease will be absolutely carefree triple
net to the Landlord such that, all and every cost, expense, rate, tax or charge in any way related to the Premises, to the operation
of the Building and to the Tenant's share of Operating Costs will be borne by the Tenant for its own account and without any variation,
setoff or deduction whatsoever, save as specifically provided in this Lease to the contrary. Tenant expressly agrees to take possession
of the Leasable Area in an “As Is” condition. Guarantor expressely agrees that it will guarantee the obligations of
Tenant under this Lease, and, in the event that Tenant dissolves or becomes insolvent, it will be responsible for the Lease, as
though the Lease were entered into by Guarantor as Tenant.



 


Leased Premises


 


		4.	The Landlord agrees to rent to the Tenant the Premises for only the permitted use (the "Permitted Use") of: Manufacturing
and Bottling Nutraceuticals.



 


		5.	Neither the Premises nor any part of the Premises will be used at any time during the term of this Lease by Tenant for any
purpose other than the Permitted Use.



 


		6.	No pets or animals are allowed to be kept in or about the Premises or in any common areas in the building containing the Premises.



 


		7.	The Landlord reserves the right in its reasonable discretion to alter, reconstruct, expand, withdraw from or add to the Building
from time to time.  In the exercise of those rights, the Landlord undertakes to use reasonable efforts to minimize any interference
with the visibility of the Premises and to use reasonable efforts to ensure that direct entrance to and exit from the Premises
is maintained.



 


		8.	The Landlord reserves the right for itself and for all persons authorized by it, to erect, use and maintain wiring, mains,
pipes and conduits and other means of distributing services in and through the Premises, and at all reasonable times to enter upon
the Premises for the purpose of installation, maintenance or repair, and such entry will not be an interference with the Tenant's
possession under this Lease.



 



    	 



    	 



    

  


		9.	The Landlord reserves the right, when necessary by reason of accident or in order to make repairs, alterations or improvements
relating to the Premises or to other portions of the Building to cause temporary obstruction to the Common Areas and Facilities
as reasonably necessary and to interrupt or suspend the supply of electricity, water and other services to the Premises until the
repairs, alterations or improvements have been completed. There will be no abatement in rent because of such obstruction, interruption
or suspension provided that the repairs, alterations or improvements are made expeditiously as is reasonably possible.



 


		10.	Subject to this Lease, the Tenant and its employees, customers and invitees will have the non-exclusive right to use for their
proper and intended purposes, during business hours in common with all others entitled thereto those parts of the Common Areas
and Facilities from time to time permitted by the Landlord.  The Common Areas and Facilities and the Building will at all
times be subject to the exclusive control and management of the Landlord.  The Landlord will operate and maintain the Common
Areas and Facilities and the Building in such manner as the Landlord determines from time to time.



 


Term


 


		11.	The term of the Lease is for 60 months to commence at 12:00 noon on September 1, 2012.



 


		12.	Should the Tenant remain in possession of the Premises with the consent of the Landlord after the natural expiration of this
Lease, a new tenancy from month to month will be created between the Landlord and the Tenant which will be subject to all the terms
and conditions of this Lease but will be terminable upon either party giving one month's notice to the other party.



 


		13.	This Lease will automatically terminate upon the termination of that certain contract manufacturing agreement by and between
the Guarantor and Landlord.



 


Rent


 


		14.	Subject to the provisions of this Lease, the Tenant will pay a base rent of $3.00 per square foot ($75,000.00 per annum), payable
monthly, for the Premises (the "Base Rent").



 


		15.	For the first 3 month(s) of the term (the "Abatement Period"), the Tenant will not be obligated to pay the monthly
installments of Base Rent due but will be liable to pay all other amounts payable under this Lease. The entire Base Rent otherwise
due and payable for the Abatement Period will become immediately due and payable upon the occurrence of an event of Tenant’s
default under this Lease which remains uncured beyond any applicable cure period.



  


		16.	The Tenant will pay the Base Rent on or before the fifth of each and every month of the term of this Lease to the Landlord.



  



    	 



    	 



    
 


		17.	In the event that this Lease commences, expires or is terminated before the end of the period for which any item of Additional
Rent or Base Rent would otherwise be payable or other than at the commencement or end of a calendar month, such amounts payable
by the Tenant will be apportioned and adjusted pro rata on the basis of a thirty (30) day month in order to calculate the amount
payable for such irregular period.



 


Operating Costs


 


		18.	In addition to the Base Rent, the Tenant will pay as Additional Rent, without setoff, abatement or deduction, its Proportionate
Share of all of the Landlord's costs, charges and expenses of operating, maintaining, repairing, replacing and insuring the Building
including the Common Areas and Facilities from time to time and the carrying out of all obligations of the Landlord under this
Lease and similar leases with respect to the Building ("Operating Costs") which include without limitation or duplication,
all expenses, costs and outlays relating to the following:



 


		a.	proportionate share of all utilities supplied to the Common Areas and Facilities;



 


		b.	security service, not including security guard;



 


		c.	insurance relating to the Building, estimated at $3,000 annually;



 


		d.	building maintenance, estimated to be approximately $5,000 annually;



 


		e.	proportionate share of waste and garbage removal; and



 


		f.	proportionate share of property taxes



 


These costs are estimated
to be approximately $5,000 per month for the first year. Landlord and tenant will reconcile these costs annually (on or about September
1st) and tenant will either receive a credit for any overpayment or pay any deficiency. A new monthly amount will be
established at the same time based upon a good faith estimate of the following year’s operating expenses.


 


		19.	Except as otherwise provided in this Lease, Operating Costs will not include debt service, depreciation, costs determined by
the Landlord from time to time to be fairly allocable to the correction of construction faults or initial maladjustments in operating
equipment, all management costs not allocable to the actual maintenance, repair or operation of the Building (such as in connection
with leasing and rental advertising), work performed in connection with the initial construction of the Building and the Premises
and improvements and modernization to the Building subsequent to the date of original construction which are not in the nature
of a repair or replacement of an existing component, system or part of the Building.



 



    	 



    	 



    

  


		20.	Operating Costs will also not include the following:



 


		a.	any increase in insurance premiums to the center as a result of business activities of other Tenants;



 


		b.	the costs of any capital replacements;



 


		c.	the costs incurred or accrued due to the willful act or gross negligence of the Landlord or anyone acting on behalf of the
Landlord;



 


		d.	structural repairs;



 


		e.	costs for which the Landlord is reimbursed by insurers or covered by warranties;



 


		f.	costs incurred for repairs or maintenance for the direct account of a specific Tenant or vacant space;



 


		g.	costs recovered directly from any Tenant for separate charges such as heating, ventilating, and air conditioning relating to
that Tenant's leased premises, and in respect of any act, omission, neglect or default of any Tenant of its obligations under its
Lease; or



 


		h.	any expenses incurred as a result of the Landlord generating revenues from common area facilities will be paid from those revenues
generated.



 


		21.	All amounts payable by the Tenant relating to the Operating Costs will be deemed to be rent and receivable and collectable
as such notwithstanding the expiration or sooner termination of this Lease and all remedies of the Landlord for nonpayment of rent
will be applicable thereto.



 


Use and Occupation


 


		22.	The Tenant will use and occupy the Premises only for the Permitted Use and for no other purpose whatsoever.  The Tenant
will carry on business under the name of Nutra-Pharma Manufacturing Corp. of N.C. or Nature’s Value, Inc. and will not change
such name without the prior written consent of the Landlord, such consent not to be unreasonably withheld. The Tenant will continuously
occupy and utilize the entire Premises in the active conduct of its business in a reputable manner.



 




		23.	The Tenant covenants that the Tenant will carry on and conduct its business from time to time carried on upon the Premises
in such manner as to comply with all statutes, bylaws, rules and regulations of any federal, provincial, municipal or other competent
authority and will not do anything on or in the Premises in contravention of any of them.



 






    	 



    	 



    
 


Quiet Enjoyment


 


		24.	The Landlord covenants that on paying the Rent and performing the covenants contained in this Lease, the Tenant will peacefully
and quietly have, hold, and enjoy the Premises for the agreed term subject to Paragraph 13.



 





Default


 


		25.	If the Tenant is in default in the payment of any money, whether hereby expressly reserved or deemed as rent, or any part of
the rent, and such default continues following any specific due date on which the Tenant is to make such payment, or in the absence
of such specific due date, for the 5 days following written notice by the Landlord requiring the Tenant to pay the same then, at
the option of the Landlord, Landlord may offset any rents due against any monies currently owed to either Nutra-Pharma Manufacturing
Corp. of N.C. or Nature’s Value, Inc. If no amounts are owed to the Tenant or the Guarantor, then at the option of Landlord,
this Lease may be terminated upon 15 days written notice and the term will then immediately become forfeited and void, and the
Landlord may without further notice or any form of legal process immediately reenter the Premises or any part of the Premises and
in the name of the whole repossess and enjoy the same as of its former state anything contained in this Lease or in any statute
or law to the contrary notwithstanding.



 


		26.	Unless otherwise provided for in this Lease, if the Tenant does not observe, perform and keep each and every of the non-monetary
covenants, agreements, stipulations, obligations, conditions and other provisions of this Lease to be observed, performed and kept
by the Tenant and persists in such default, after 25 days following written notice from the Landlord requiring that the Tenant
remedy, correct or comply, unless the Tenant will commence rectification within the said 25 day notice period and thereafter promptly
and diligently and continuously proceed with the rectification of any such defaults then, at the option of the Landlord, this Lease
may be terminated upon 15 days written notice and the term will then immediately become forfeited and void, and the Landlord may
without further notice or any form of legal process immediately reenter the Premises or any part of the Premises and in the name
of the whole repossess and enjoy the same as of its former state anything contained in this Lease or in any statute or law to the
contrary notwithstanding.



 


		27.	If and whenever:



 




		a.	the Tenant's leasehold interest hereunder, or any goods, chattels or equipment of the Tenant located in the Premises will be
taken or seized in execution or attachment, or if any writ of execution will issue against the Tenant or the Tenant will become
insolvent or commit an act of bankruptcy or become bankrupt or take the benefit of any legislation that may be in force for bankrupt
or insolvent debtor or become involved in voluntary or involuntary winding up, dissolution or liquidation proceedings, or if a
receiver will be appointed for the affairs, business, property or revenues of the Tenant, then, at the option of the
Landlord, this Lease may be terminated without notice and the term will then immediately become forfeited and void, and the Landlord
may without notice or any form of legal process immediately reenter the Premises or any part of the Premises and in the name of
the whole repossess and enjoy the same as of its former state anything contained in this Lease or in any statute or law to the
contrary notwithstanding.



 






    	 



    	 



    
  


		28.	In the event that the Landlord has terminated the Lease pursuant to this section, on the expiration of the time fixed in the
notice, if any, this Lease and the right, title, and interest of the Tenant under this Lease will terminate in the same manner
and with the same force and effect, except as to the Tenant's liability, as if the date fixed in the notice of cancellation and
termination were the end of the Lease.



 


Overholding


 


		29.	If the Tenant continues to occupy the Premises without the written consent of the Landlord after the expiration or other termination
of the term, then, without any further written agreement, the Tenant will be a month-to-month tenant at a minimum monthly rental
equal to twice the Base Rent plus Additional Rent and subject always to all of the other provisions of this Lease insofar as the
same are applicable to a month-to-month tenancy and a tenancy from year to year will not be created by implication of law.



 


Additional Rights on
Reentry


 


		30.	If the Landlord reenters the Premises or terminates this Lease, then:



 


		a.	notwithstanding any such termination or the term thereby becoming forfeited and void, the provisions of this Lease relating
to the consequences of termination will survive;



 


		b.	the Landlord may use such reasonable force as it may deem necessary for the purpose of gaining admittance to and retaking possession
of the Premises and the Tenant hereby releases the Landlord from all actions, proceedings, claims and demands whatsoever for and
in respect of any such forcible entry or any loss or damage in connection therewith or consequential thereupon;



 


		c.	the Landlord may expel and remove, forcibly, if necessary, the Tenant, those claiming under the Tenant and their effects, as
allowed by law, without being taken or deemed to be guilty of any manner of trespass;



 


		d.	in the event that the Landlord has removed the property of the Tenant, the Landlord may store such property in a public warehouse
or at a place selected by the Landlord, at the expense of the Tenant.  If the Landlord feels that it is not worth storing
such property given its value and the cost to store it, then the Landlord may dispose of such property in its sole discretion and
use such funds, if any, towards any indebtedness of the Tenant to the Landlord.  The Landlord will not be responsible to the
Tenant for the disposal of such property other than to provide any balance of the proceeds to the Tenant after paying any storage
costs and any amounts owed by the Tenant to the Landlord;



  



    	 



    	 



    
 


		e.	the Landlord may relet the Premises or any part of the Premises for a term or terms which may be less or greater than the balance
of the term of this Lease remaining and may grant reasonable concessions in connection with such reletting including any alterations
and improvements to the Premises;



 


		f.	after reentry, the Landlord may procure the appointment of a receiver to take possession and collect rents and profits of the
business of the Tenant, and, if necessary to collect the rents and profits the receiver may carry on the business of the Tenant
and take possession of the personal property used in the business of the Tenant, including inventory, trade fixtures, and furnishings,
and use them in the business without compensating the Tenant;



 


		g.	after reentry, the Landlord may terminate the Lease on giving 5 days written notice of termination to the Tenant.  Without
this notice, reentry of the Premises by the Landlord or its agents will not terminate this Lease;



 


		h.	the Tenant will pay to the Landlord on demand:



 


		i.	all rent, Additional Rent and other amounts payable under this Lease up to the time of reentry or termination, whichever is
later;



 


		ii.	reasonable expenses as the Landlord incurs or has incurred in connection with the reentering, terminating, reletting, collecting
sums due or payable by the Tenant, realizing upon assets seized; including without limitation, brokerage, fees and expenses and
legal fees and disbursements and the expenses of keeping the Premises in good order, repairing the same and preparing them for
reletting; and



 


		iii.	as liquidated damages for the loss of rent and other income of the Landlord expected to be derived from this Lease during the
period which would have constituted the unexpired portion of the term had it not been terminated, at the option of the Landlord,
either:



  


		i.	an amount determined by reducing to present worth at an assumed interest rate of twelve percent (12%) per annum all Base Rent
and estimated Additional Rent to become payable during the period which would have constituted the unexpired portion of the term,
such determination to be made by the Landlord, who may make reasonable estimates of when any such other amounts would have become
payable and may make such other assumptions of the facts as may be reasonable in the circumstances; or



 






    	 



    	 



    
 


		ii.	an amount equal to the Base Rent and estimated Additional Rent for a period of six (6) months.



 


		31.	During the Term and any renewal of this Lease, the Landlord and its agents may enter the Premises to make inspections or repairs
at all reasonable times.  However, except where the Landlord or its agents consider it is an emergency, the Landlord must
have given not less than 24 hours prior written notice to the Tenant.



 


		32.	The Tenant acknowledges that the Landlord or its agent will have the right to enter the Premises at all reasonable times to
show them to prospective purchasers, encumbrancers, lessees or assignees, and may also during the ninety days preceding the termination
of the terms of this Lease, place upon the Premises the usual type of notice to the effect that the Premises are for rent, which
notice the Tenant will permit to remain on them.



 


Renewal of Lease


 


		33.	Upon giving written notice no later than 60 days before the expiration of the term of this Lease and so long as Tenant is not
in default of this Lease, the Tenant may renew this Lease for an additional term.  All terms of the renewed lease will be
the same except for this renewal clause and the amount of the rent.  



 


Tenant Improvements


 


		34.	The Tenant will obtain written permission from the Landlord before doing any of the following:



 


		a.	painting, wallpapering, redecorating or in any way significantly altering the appearance of the Premises;



 


		b.	removing or adding walls, or performing any structural alterations;



 


		c.	changing the amount of heat or power normally used on the Premises as well as installing additional electrical wiring or heating
units;



  


		d.	placing or exposing or allowing to be placed or exposed anywhere inside or outside the Premises any placard, notice or sign
for advertising or any other purpose; or



 


		e.	affixing to or erecting upon or near the Premises any radio or TV antenna or tower.



 


Utilities and Other
Costs


 


		35.	The Tenant is responsible for paying to the Landlord
the cost of all utilities and services serving the Premises, including but not limited to the
following utilities and other charges: electricity, natural gas, water, sewer, and if utilized by tenant, telephone, Internet and
other costs incurred on behalf of the Tenant.



 






    	 



    	 



    
 


Signs


 


		36.	The Tenant may erect, install and maintain a sign of a kind and size in a location, all in accordance with the Landlord's design
criteria for the Building and as first approved in writing by the Landlord.  All other signs, as well as the advertising practices
of the Tenant, will comply with all applicable rules and regulations of the Landlord.  The Tenant will not erect, install
or maintain any sign other than in accordance with this section.



 


Insurance


 


		37.	The Tenant is hereby advised and understands that the personal property of the Tenant is not insured by the Landlord for either
damage or loss, and the Landlord assumes no liability for any such loss. The Tenant is advised that, if insurance coverage is desired
by the Tenant, the Tenant should inquire of Tenant's insurance agent regarding a Tenant's Policy of Insurance.



 


		38.	The Tenant is not responsible for insuring the Premises for either damage and loss to the structure, mechanical or improvements
to the Building on the Premises, and the Tenant assumes no liability for any such loss.



 


		39.	The Tenant is responsible for insuring the Premises for liability insurance for the benefit of the Tenant and the Landlord.



 


		40.	The Tenant will provide proof of such insurance to the Landlord upon the issuance or renewal of such insurance.



 


Tenant's Insurance


 


		41.	The Tenant will, during the whole of the term and during such other time as the Tenant occupies the Premises, take out and
maintain the following insurance, at the Tenant's sole expense, in such form as used by solvent insurance companies in the State
of North Carolina:



  


		a.	Comprehensive general liability insurance against claims for bodily injury, including death, and property damage or loss arising
out of the use or occupation of the Premises, or the Tenant's business on or about the Premises; such insurance to be in the joint
name of the Tenant and the Landlord so as to indemnify and protect both the Tenant and the Landlord and to contain a 'cross liability'
and 'severability of interest' clause so that the Landlord and the Tenant may be insured in the same manner and to the same extent
as if individual policies had been issued to each, and will be for the amount of not less than $1,000,000.00 combined single limit
or such other amount as may be reasonably required by the Landlord from time to time; such comprehensive general liability insurance
will for the Tenant's benefit only include contractual liability insurance in a form and of a nature broad enough to insure the
obligations imposed upon the Tenant under the terms of this Lease.



 






    	 



    	 



    



 


		b.	All risks insurance upon its merchandise, stock-in-trade, furniture, fixtures and improvements and upon all other property
in the Premises owned by the Tenant or for which the Tenant is legally liable, and insurance upon all glass and plate glass in
the Premises against breakage and damage from any cause, all in an amount equal to the full replacement value of such items, which
amount in the event of a dispute will be determined by the decision of the Landlord.  In the event the Tenant does not obtain
such insurance, it is liable for the full costs of repair or replacement of such damage or breakage.



 


		c.	Boiler and machinery insurance on such boilers and pressure vessels as may be installed by, or under the exclusive control
of, the Tenant in the Premises.



 


		42.	Tenant will request its insurers to provide the following provisions:



 


		a.	provisions that the Landlord is protected notwithstanding any act, neglect or misrepresentation of the Tenant which might otherwise
result in the avoidance of claim under such policies will not be affected or invalidated by any act, omission or negligence of
any third party which is not within the knowledge or control of the insured(s);



 


		b.	provisions that such policies and the coverage evidenced thereby will be primary and noncontributing with respect to any policies
carried by the Landlord and that any coverage carried by the Landlord will be excess coverage;



 


		c.	all insurance referred to above will provide for waiver of the insurer's rights of subrogation as against the Landlord; and



  


		d.	provisions that such policies of insurance will not be cancelled without the insurer providing the Landlord thirty (30) days
written notice stating when such cancellation will be effective.



 


		43.	The Tenant will not do, omit or permit to be done or omitted upon the Premises anything which will cause any rate of insurance
upon the Building or any part of the Building to be increased or cause such insurance to be cancelled.  If any such rate of
insurance will be increased as previously mentioned, the Tenant will pay to the Landlord the amount of the increase as Additional
Rent.  If any insurance policy upon the Building or any part of the Building is cancelled or threatened to be cancelled by
reason of the use or occupancy by the Tenant or any such act or omission, the Tenant will immediately remedy or rectify such use,
occupation, act or omission upon being requested to do so by the Landlord, and if the tenant fails to so remedy or rectify, the
Landlord may at its option terminate this Lease and the Tenant will immediately deliver up possession of the Premises to the Landlord.



 






    	 



    	 



    
 


		44.	The Tenant will not at any time during the term of this Lease use, exercise, carry on or permit or suffer to be used, exercised,
carried on, in or upon the Premises or any part of the Premises, any noxious, noisome or offensive act, trade business occupation
or calling, and no act, matter or thing whatsoever will at any time during the said term be done in or upon the Premises, or any
part Premises, which will or may be or grow to the annoyance, nuisance, grievance, damage or disturbance of the occupiers or owners
of the Building, or adjoining lands or premises. Any business currently being performed by Landlord in the Leased Premises will
be excluded from this category if same is continued by Tenant.



 


Landlord's Insurance


 


		45.	The Landlord will take out or cause to be taken out and keep or cause to be kept in full force and effect during the whole
of the term:



 


		a.	extended fire and extended coverage insurance on the Building, except foundations, on a replacement cost basis, subject to
such deductions and exceptions as the Landlord may determine; such insurance will be in a form or forms normally in use from time
to time for buildings and improvements of a similar nature similarly situate, including, should the Landlord so elect, insurance
to cover any loss of rental income which may be sustained by the Landlord;



 


		b.	boiler and machinery insurance of such boilers and pressure vessels as may be installed by, or under the exclusive control
of, the Landlord in the Building (other than such boilers and pressure vessels to be insured by the Tenant hereunder); and



 


		c.	comprehensive general liability insurance against claims for bodily injury, including death and property damage in such form
and subject to such deductions and exceptions as the Landlord may determine; provided that nothing in this clause will prevent
the Landlord from providing or maintaining such lesser, additional or broader coverage as the Landlord may elect in its discretion.



  


		46.	The Landlord agrees to request its insurers, upon written
request of the Tenant, to have all insurance taken out and maintained by the Landlord provide for waiver of the Landlord's insurers'
rights of subrogation as against the Tenant when and to the extent permitted from time to time by its insurers. Notwithstanding
anything to the contrary herein, the parties hereto release each other and their respective agents, employees, successors, assignees
and subtenants from all liability for damage to any property that is caused by or results from a risk which is actually insured
against, to the extent of the proceeds of such insurance.



 






    	 



    	 



    
 


Abandonment


 


		47.	If at any time during the term of this Lease, the Tenant abandons the Premises or any part of the Premises, the Landlord may,
at its option, enter the Premises by any means without being liable for any prosecution for such entering, and without becoming
liable to the Tenant for damages or for any payment of any kind whatever, and may, at the Landlord's discretion, as agent for the
Tenant, relet the Premises, or any part of the Premises, for the whole or any part of the then unexpired term, and may receive
and collect all rent payable by virtue of such reletting, and, at the Landlord's option, hold the Tenant liable for any difference
between the Rent that would have been payable under this Lease during the balance of the unexpired term, if this Lease had continued
in force, and the net rent for such period realized by the Landlord by means of the reletting.  If the Landlord's right of
reentry is exercised following abandonment of the premises by the Tenant, then the Landlord may consider any personal property
belonging to the Tenant and left on the Premises to also have been abandoned, in which case the Landlord may dispose of all such
personal property in any manner the Landlord will deem proper and is relieved of all liability for doing so.



 


Subordination and Attornment


 


		48.	This Lease and the Tenant's rights under this Lease will automatically be subordinate to any mortgage or mortgages, or encumbrance
resulting from any other method of financing or refinancing, now or afterwards in force against the Lands or Building or any part
of the Lands or Building, as now or later constituted, and to all advances made or afterwards made upon such security; and, upon
the request of the Landlord, the Tenant will execute such documentation as may be required by the Landlord in order to confirm
and evidence such subordination.



 


		49.	The Tenant will, in the event any proceedings are brought, whether in foreclosure or by way of the exercise of the power of
sale or otherwise, under any other mortgage or other method of financing or refinancing made by the Landlord in respect of the
Building, or any portion of the Building, attorn to the encumbrancer upon any such foreclosure or sale and recognize such encumbrancer
as the Landlord under this Lease, but only if such encumbrancer will so elect and require.



  


		50.	Upon the written request of the Tenant, the Landlord agrees to request any mortgagee or encumbrancer of the Lands (present
or future) to enter into a non-disturbance covenant in favor of the Tenant, whereby such mortgagee or encumbrancer will agree not
to disturb the Tenant in its possession and enjoyment of the Premises for so long as the Tenant is not in default under this Lease.



 


Registration of Caveat


 


		51.	The Tenant will not register this Lease, provided, however, that:



 


		a.	The Tenant may file a caveat respecting this Lease but will not be entitled to attach this Lease, and, in any event, will not
file such caveat prior to the commencement date of the term.  The caveat will not state the Base Rent or any other financial
provisions contained in this Lease.



  



    	 



    	 



    
 


		b.	If the Landlord's permanent financing has not been fully advanced, the Tenant covenants and agrees not to file a caveat until
such time as the Landlord's permanent financing has been fully advanced.



 


Estoppel Certificate
and Acknowledgement


 


		52.	Whenever requested by the Landlord, a mortgagee or any other encumbrance holder or other third party having an interest in
the Building or any part of the Building, the Tenant will, within ten (10) days of the request, execute and deliver an estoppel
certificate or other form of certified acknowledgement as to the Commencement Date, the status and the validity of this Lease,
the state of the rental account for this Lease, any incurred defaults on the part of the Landlord alleged by the Tenant, and such
other information as may reasonably be required.



 


Sale by Landlord


 


		53.	In the event of any sale, transfer or lease by the Landlord of the Building or any interest in the Building or portion of the
Building containing the Premises or assignment by the Landlord of this Lease or any interest of the Landlord in the Lease to the
extent that the purchaser, transferee, tenant or assignee assumes the covenants and obligations of the Landlord under this Lease,
the Landlord will without further written agreement be freed and relieved of liability under such covenants and obligations.  This
Lease may be assigned by the Landlord to any mortgagee or encumbrancee of the Building as security.



 


Tenant's Indemnity


 




		54.	The Tenant will and does hereby indemnify and save harmless the Landlord of and from all loss and damage and all actions, claims,
costs, demands, expenses, fines, liabilities and suits of any nature whatsoever for which the Landlord will or may become liable,
incur or suffer by reason of a breach, violation or nonperformance by the Tenant of any covenant, term or provision hereof or by
reason of any builders' or other liens for any work done or materials provided or services rendered for alterations, improvements
or repairs, made by or on behalf of the Tenant to the Premises, or by reason of any injury occasioned to or suffered by any person
or damage to any property, or by reason of any wrongful act or omission, default or negligence on the part of the Tenant or any
of its agents, concessionaires, contractors, customers, employees, invitees or licensees in or about the Building.



 


		55.	It is agreed between the Landlord and the Tenant that, except for Landlord’s grossly negligent acts, the Landlord will
not be liable for any loss, injury, or damage to persons or property resulting from falling plaster, steam, electricity, water,
rain, snow or dampness, or from any other cause.



 






    	 



    	 



    
 


		56.	It is agreed between the Landlord and the Tenant that the Landlord will not be liable for any loss or damage caused by acts
or omissions of other tenants or occupants, their employees or agents or any persons not the employees or agents of the Landlord,
or for any damage caused by the construction of any public or quasi-public works, and in no event will the Landlord be liable for
any consequential or indirect damages suffered by the Tenant.



 


		57.	It is agreed between the Landlord and the Tenant that, except for Landlord’s grossly negligent acts, the Landlord will
not be liable for any loss, injury or damage caused to persons using the Common Areas and Facilities or to vehicles or their contents
or any other property on them, or for any damage to property entrusted to its or their employees, or for the loss of any property
by theft or otherwise, and all property kept or stored in the Premises will be at the sole risk of the Tenant.



Liens


 


		58.	The Tenant will immediately upon demand by the Landlord remove or cause to be removed and afterwards institute and diligently
prosecute any action pertinent to it, any builders' or other lien or claim of lien realted to work performed at Tenant’s
request, on behalf of Tenant or as a result of some action taken by Tenant, noted or filed against or otherwise constituting an
encumbrance on any title of the Landlord.  Without limiting the foregoing obligations of the Tenant, the Landlord may cause
the same to be removed, in which case the Tenant will pay to the Landlord as Additional Rent, such cost including the Landlord's
legal costs.



 


Attorney Fees


 


		59.	All costs, expenses and expenditures including and without limitation, complete legal costs incurred by the Landlord on a solicitor/client
basis as a result of unlawful detainer of the Premises, the recovery of any rent due under the Lease, or any breach by the Tenant
of any other condition contained in the Lease, will forthwith upon demand be paid by the Tenant as Additional Rent.  All rents
including the Base Rent and Additional Rent will bear interest at the rate of Twelve (12%) per cent per annum from the due date
until paid.



 


Governing Law


 


		60.	It is the intention of the Parties to this Lease that the tenancy created by this Lease and the performance under this Lease,
and all suits and special proceedings under this Lease, be construed in accordance with and governed, to the exclusion of the law
of any other forum, by the laws of the State of North Carolina, without regard to the jurisdiction in which any action or special
proceeding may be instituted.



 


Severability


 


		61.	If there is a conflict between any provision of this Lease and the applicable legislation of the State of North Carolina (the
'Act'), the Act will prevail and such provisions of the Lease will be amended or deleted as necessary in order to comply with the
Act. Further, any provisions that are required by the Act are incorporated into this Lease.



 



    	 



    	 



    
 


		62.	If there is a conflict between any provision of this Lease and any form of lease prescribed by the Act, that prescribed form
will prevail and such provisions of the lease will be amended or deleted as necessary in order to comply with that prescribed form.
Further, any provisions that are required by that prescribed form are incorporated into this Lease.



 


Amendment of Lease


 


		63.	Any amendment or modification of this Lease or additional obligation assumed by either party to this Lease in connection with
this Lease will only be binding if evidenced in writing signed by each party or an authorized representative of each party.



 


Assignment and Subletting


 


		64.	The Tenant will not assign this Lease, or sublet or
grant any concession or license to use the Premises or any part of the Premises.  An assignment, subletting, concession, or
license, whether by operation of law or otherwise, will be void and will, at Landlord's option, terminate this Lease. The
transfer (by one or more transfers occurring within any twelve month period) of a majority of the stock or other equity interests
of Tenant, or the creation of new stock or other equity interests resulting in the vesting of a majority of stock or other equity
interests of Tenant in a party or parties who are not holders of stock or other equity interests as of the date immediately prior
to such transaction, shall be deemed an assignment of this Lease requiring Landlord’s prior written consent, which may be
withheld in Landlord’s sole and absolute discretion.



 


Additional Provisions







 


		65.	Tenant may terminate this Lease after the initial twelve (12) months upon one hundred twenty (120) days' written notice to
the Landlord, but only in connection of a purchase of the Equipment, as defined in that certain Equipment Rental Agreement by and
between the Parties.



 


Damage to Premises


 


		66.	If the Premises, or any part of the Premises, will be partially damaged by fire or other casualty not due to the Tenant's negligence
or willful act or that of the Tenant's employee, family, agent, or visitor, the Premises will be promptly repaired by the Landlord
and there will be an abatement of rent corresponding with the time during which, and the extent to which, the Premises may have
been untenantable.  However, if the Premises should be damaged other than by the Tenant's negligence or willful act or that
of the Tenant's employee, family, agent, or visitor to the extent that the Landlord will decide not to rebuild or repair, the term
of this Lease will end and the Rent will be prorated up to the time of the damage.



 






    	 



    	 



    
 


Force Majeure


 


		67.	In the event that the Landlord or the Tenant will be unable to fulfill, or shall be delayed or prevented from the fulfillment
of, any obligation in this Lease by reason of municipal delays in providing necessary approvals or permits, the other party’s
delay in providing approvals as required in this Lease, strikes, third party lockouts, fire, flood, earthquake, lightning, storm,
acts of God or our Country's enemies, riots, insurrections or other reasons of like nature beyond the reasonable control of the
party delayed or prevented from fulfilling any obligation in this Lease (excepting any delay or prevention from such fulfillment
caused by a lack of funds or other financial reasons) and provided that such party uses all reasonable diligence to overcome such
unavoidable delay, then the time period for performance of such an obligation will be extended for a period equivalent to the duration
of such unavoidable delay.



 


Eminent Domain and
Expropriation


 


		68.	If during the term of this Lease, title is taken to the whole or any part of the Building by any competent authority under
the power of eminent domain or by expropriation, which taking, in the reasonable opinion of the Landlord, does not leave a sufficient
remainder to constitute an economically viable building, the Landlord may at its option, terminate this Lease on the date possession
is taken by or on behalf of such authority.  Upon such termination, the Tenant will immediately deliver up possession of the
Premises, Base Rent and any Additional Rent will be payable up to the date of such termination, and the Tenant will be entitled
to be repaid by the Landlord any rent paid in advance and unearned or an appropriate portion of that rent.  In the event of
any such taking, the Tenant will have no claim upon the Landlord for the value of its property or the unexpired portion of the
term of this Lease, but the Parties will each be entitled to separately advance their claims for compensation for the loss of their
respective interests and to receive and retain such compensation as may be awarded to each respectively.  If an award of compensation
made to the Landlord specifically includes an award for the Tenant, the Landlord will account for that award to the Tenant and
vice versa.



 







Condemnation


 


		69.	A condemnation of the Building or any portion of the Premises will result in termination of this Lease.  The Landlord
will receive the total of any consequential damages awarded as a result of the condemnation proceedings.  All future rent
installments to be paid by the Tenant under this Lease will be terminated.



 






    	 



    	 



    
 


Tenant's Repairs and
Alterations


 


		70.	The Tenant covenants with the Landlord to occupy the Premises in a tenant-like manner and not to permit waste.  The Tenant
will at all times and at its sole expense, subject to the Landlord's repair, maintain and keep the Premises, reasonable wear and
tear, damage by fire, lightning, tempest, structural repairs, and repairs necessitated from hazards and perils against which the
Landlord is required to insure excepted.  Without limiting the generality of the foregoing, the Tenant will keep, repair,
replace and maintain all glass, wiring, pipes and mechanical apparatus in, upon or serving the Premises in good and tenantable
repair at its sole expense. When it becomes (or, acting reasonably, should have become) aware of same, the Tenant will notify the
Landlord of any damage to or deficiency or defect in any part of the Premises or the Building.



 


		71.	The Tenant covenants with the Landlord that the Landlord, its servants, agents and workmen may enter and view the state of
repair of the Premises and that the Tenant will repair the Premises according to notice in writing received from the Landlord,
subject to the Landlord's repair obligations. If the Tenant refuses or neglects to repair as soon as reasonably possible after
written demand, the Landlord may, but will not be obligated to, undertake such repairs without liability to the Tenant for any
loss or damage that may occur to the Tenant's merchandise, fixtures or other property or to the Tenant's business by such reason,
and upon such completion, the Tenant will pay, upon demand, as Additional Rent, the Landlord's cost of making such repairs plus
fifteen percent (15%) of such cost for overhead and supervision.



 


		72.	The Tenant will keep in good order, condition and repair the non-structural portions of the interior of the Premises and every
part of those Premises, including, without limiting the generality of the foregoing, all equipment within the Premises, fixtures,
walls, ceilings, floors, windows, doors, plate glass and skylights located within the Premises. Without limiting the generality
of the foregoing, the Tenant will keep, repair, replace and maintain all glass, wiring, pipes and mechanical apparatus in, upon
or serving the Premises in good and tenantable repair at its sole expense.  When it becomes (or, acting reasonably, should
have become) aware of same, the Tenant will notify the Landlord of any damage to or deficiency or defect in any part of the Premises
or the Building.  The Tenant will not use or keep any device which might overload the capacity of any floor, wall, utility,
electrical or mechanical facility or service in the Premises or the Building, provided, however, that to the extent that any of
Tenant’s equipment used in the ordinary course of its business would violate this paragraph, Landlord will consent to any
alteration, made at Tenant’s expense, which may be required to bring Tenant into compliance with this paragraph.



   


		73.	The Tenant will not make or have others make alterations, additions or improvements or erect or have others erect any partitions
or install or have others install any trade fixtures, exterior signs, floor covering, interior or exterior lighting, plumbing fixtures,
shades, awnings, exterior decorations or make any changes to the Premises or otherwise without first obtaining the Landlord's written
approval thereto, such written approval not to be unreasonably withheld in the case of alterations, additions or improvements to
the interior of the Premises.



 


		74.	The Tenant will not install in or for the Premises any special locks, safes or apparatus for air-conditioning, cooling, heating,
illuminating, refrigerating or ventilating the Premises without first obtaining the Landlord's written approval thereto. Locks
may not be added or changed without the prior written agreement of both the Landlord and the Tenant.



 



    	 



    	 



    



 


		75.	When seeking any approval of the Landlord for Tenant repairs as required in this Lease, the Tenant will present to the Landlord
plans and specifications of the proposed work which will be subject to the prior approval of the Landlord, not to be unreasonably
withheld or delayed.



 


		76.	The Tenant will promptly pay all contractors, material suppliers and workmen so as to minimize the possibility of a lien attaching
to the Premises or the Building.  Should any claim of lien be made or filed the Tenant will promptly cause the same to be
discharged.



 


		77.	The Tenant will be responsible at its own expense to replace all electric light bulbs, tubes, ballasts or fixtures serving
the Premises.



 


Landlord's Repairs


 


		78.	The Landlord covenants and agrees to effect at its expense repairs of a structural nature to the structural elements of the
roof, foundation and outside walls of the Building, whether occasioned or necessitated by faulty workmanship, materials, improper
installation, construction defects or settling, or otherwise, unless such repair is necessitated by the negligence of the Tenant,
its servants, agents, employees or invitees, in which event the cost of such repairs will be paid by the Tenant together with an
administration fee of fifteen percent (15%) for the Landlord's overhead and supervision.



 


Care and Use of Premises







 


		79.	The Tenant will promptly notify the Landlord of any damage, or of any situation that may significantly interfere with the normal
use of the Premises.



 


		80.	The Tenant will dispose of its trash in a timely, tidy, proper and sanitary manner.



 


		81.	The Tenant will not engage in any illegal trade or activity on or about the Premises.



 


		82.	The Landlord and Tenant will comply with standards of health, sanitation, fire, housing and safety as required by law.



 


		83.	The hallways, passages and stairs of the building in which the Premises are situated will be used for no purpose other than
going to and from the Premises and the Tenant will not in any way encumber those areas with boxes, furniture or other material
or place or leave rubbish in those areas and other areas used in common with any other tenant.



 






    	 



    	 



    
 


Surrender of Premises


 


		84.	The Tenant covenants to surrender the Premises, at the expiration of the tenancy created in this Lease, in the same condition
as the Premises were in upon delivery of possession under this Lease, reasonable wear and tear, damage by fire or the elements,
and unavoidable casualty excepted, and agrees to surrender all keys for the Premises to the Landlord at the place then fixed for
payment of rent and will inform the Landlord of all combinations to locks, safes and vaults, if any.  All alterations, additions
and improvements constructed or installed in the Premises and attached in any manner to the floor, walls or ceiling, including
any leasehold improvements, floor covering or fixtures (excluding trade fixtures), will remain upon and be surrendered with the
Premises and will become the absolute property of the Landlord except to the extent that the Landlord requires removal of such
items.  If the Tenant abandons the Premises or if this Lease is terminated before the proper expiration of the term due to
a default on the part of the Tenant then, in such event, as of the moment of default of the Tenant all trade fixtures and furnishings
of the Tenant (whether or not attached in any manner to the Premises) will, except to the extent the Landlord requires the removal
of such items, become and be deemed to be the property of the Landlord without indemnity to the Tenant and as liquidated damages
in respect of such default but without prejudice to any other righter remedy of the Landlord.  Notwithstanding that any trade
fixtures, furnishings, alterations, additions, improvements or fixtures are or may become the property of the Landlord, the Tenant
will immediately remove all or part of the same and will make good any damage caused to the Premises resulting from the installation
or removal of such fixtures, all at the Tenant's expense, should the Landlord so require by notice to the Tenant.  If the
Tenant, after receipt of such notice from the Landlord, fails to promptly remove any trade fixtures, furnishings, alterations,
improvements and fixtures in accordance with such notice, the Landlord may enter into the Premises and remove from the Premises
all or part of such trade fixtures, furnishings, alterations, additions, improvements and fixtures without any liability and at
the expense of the Tenant, which expense will immediately be paid by the Tenant to the Landlord.  The Tenant's obligation
to observe or perform the covenants contained in this Lease will survive the expiration or other termination of the term of this
Lease.



 


Hazardous Materials


 


		85.	The Tenant will not keep or have on the Premises any
article or thing of a dangerous, flammable, or explosive character that might unreasonably increase the danger of fire on the Premises
or that might be considered hazardous by any responsible insurance company, except as used in the manufacturing operations of the
Tenant. Tenant shall indemnify, defend upon demand with counsel reasonably acceptable to Landlord, protect and hold harmless
Landlord and its agents, officers, partners, employees, contractors, invitees and licensees (collectively, “Agents”)
from and against any liabilities, losses, claims, damages, lost profits, consequential damages, interest, penalties, fines, monetary
sanctions, attorneys’ fees, experts’ fees, court costs, remediation costs, investigation costs, and other expenses
which result from or arise in any manner whatsoever out of the use, storage, treatment, transportation, release, or disposal of
Hazardous Materials on or about the Premises or Building by Tenant or Tenant’s Agents.  As used herein, the term “Hazardous
Material,” means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental
authority, the State of North Carolina or the United States Government.  The term “Hazardous Material,” includes,
without limitation, petroleum products, asbestos, PCB’s, and any material or substance which is (i) defined as a “hazardous
waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. (42 U.S.C.
6903), or (ii) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq. (42 U.S.C. 9601).  As used herein, the term “Hazardous
Material Law” shall mean any statute, law, ordinance, or regulation of any governmental body or agency (including, without
limitation, the U.S. Environmental Protection Agency, which regulates the use, storage, release or disposal of any Hazardous Material. 
The obligations of Landlord and Tenant under this Paragraph 86 shall survive the expiration or earlier termination of the
Lease Term.



 






    	 



    	 



    
 


Rules and Regulations


 


		86.	The Tenant will obey all rules and regulations posted by the Landlord regarding the use and care of the Building, parking lot,
laundry room and other common facilities that are provided for the use of the Tenant in and around the Building on the Premises.



 


Address for Notice


 


		87.	For any matter relating to this tenancy, whether during or after this tenancy has been terminated:



 


		a.	the address for service of the Tenant is the Premises during this tenancy, and 468 Mill Road, Coram, NY, 11727 after this tenancy
is terminated.  The phone number of the Tenant is 631-846-2500; and



  


		b.	the address for service of the Landlord is 5400 Broken Sound Parkway, NW #500, Boca Raton, FL, 33487, both during this tenancy
and after it is terminated.



 


The Landlord or the Tenant
may, on written notice to each other, change their respective addresses for notice under this Lease.


 


Service of all notices under
this Lease will be delivered personally or sent by registered mail or courier to the above addresses.


 


No Waiver


 


		88.	No provision of this Lease will be deemed to have been waived by the Landlord unless a written waiver from the Landlord has
first been obtained and, without limiting the generality of the foregoing, no acceptance of rent subsequent to any default and
no condoning, excusing or overlooking by the Landlord on previous occasions of any default nor any earlier written waiver will
be taken to operate as a waiver by the Landlord or in any way to defeat or affect the rights and remedies of the Landlord.



 



    	 



    	 



    



 


Landlord's Performance


 


		89.	Notwithstanding anything to the contrary contained in this Lease, if the Landlord is delayed or hindered or prevented from
the performance of any term, covenant or act required under this Lease by reason of strikes, labor troubles, inability to procure
materials or services, power failure, restrictive governmental laws or regulations, riots, insurrection, sabotage, rebellion, war,
act of God or other reason, whether of a like nature or not, which is not the fault of the Landlord, then performance of such term,
covenant or act will be excused for the period of the delay and the Landlord will be entitled to perform such term, covenant or
act within the appropriate time period after the expiration of the period of such delay.



 


Limited Liability


 


		90.	The Landlord will not under any circumstances be liable for any consequential or indirect damages such as loss of business
income or moving expenses. The Landlord will not be liable for any damages which the Tenant is required to take out insurance for.



 


Remedies Cumulative


 


		91.	No reference to or exercise of any specific right or remedy by the Landlord will prejudice or preclude the Landlord from any
other remedy whether allowed at law or in equity or expressly provided for in this Lease.  No such remedy will be exclusive
or dependent upon any other such remedy, but the Landlord may from time to time exercise any one or more of such remedies independently
or in combination.



 


Landlord May Perform


 


		92.	If the Tenant fails to observe, perform or keep any of the provisions of this Lease to be observed, performed or kept by it
and such failure is not rectified after twenty-five (25) days written notice, the Landlord may, but will not be obliged to, at
its discretion and without prejudice, rectify the default of the Tenant. The Landlord will have the right to enter the Premises
for the purpose of correcting or remedying any default of the Tenant and to remain until the default has been corrected or remedied.
However, any expenditure by the Landlord incurred in any correction of a default of the Tenant will not be deemed to waive or release
the Tenant's default or the Landlord's right to take any action as may be otherwise permissible under this Lease in the case of
any default.



 


General Provisions


 


		93.	This Lease will extend to and be binding upon and inure to the benefit of the respective heirs, executors, administrators,
successors and assigns, as the case may be, of each party to this Lease.   All covenants are to be construed as conditions
of this Lease.



 



    	 



    	 



    
 


		94.	All sums payable by the Tenant to the Landlord pursuant to any provision of this Lease will be deemed to be Additional Rent
and will be recovered by the Landlord as rental arrears.



 


		95.	The Tenant will be charged an additional amount of $25.00 for each N.S.F. check or check returned by the Tenant's financial
institution.



 


		96.	All schedules to this Lease are incorporated into and form an integral part of this Lease.



 


		97.	Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Lease.  Words
in the singular mean and include the plural and vice versa.  Words in the masculine mean and include the feminine and vice
versa.



 


		98.	This Lease may be executed in counterparts.  Facsimile signatures are binding and are considered to be original signatures.



 


		99.	This Lease will constitute the entire agreement between the Landlord and the Tenant.  Any prior understanding or representation
of any kind preceding the date of this Lease will not be binding on either party to this Lease except to the extent incorporated
in this Lease. In particular, no warranties of the Landlord not expressed in this Lease are to be implied.



[Signature page follows.]



 



    	 



    	 



    

  


IN WITNESS WHEREOF the Parties
to this Lease have duly affixed their signatures under hand and seal, or by a duly authorized officer under seal, on this 28th
day of August, 2012.


 


	  	 	Vitacost.com, Inc. (Landlord)
	 	 	 
	 	 	/s/ Jeffrey J. Horowitz
	/s/ Mary L. Marbach	 	 
	(Witness)	 	By: Jeffrey J. Horowitz
	 	 	Its:Chief Executive Officer
	 	 	Nutra-Pharma Manufacturing Corp. of N.C. (Tenant)


 


	/s/ Joseph M.Kramer	 	/s/ Oscar Ramjeet
	 (Witness)	 	 
	 	 	By: Oscar Ramjeet
	 	 	Its: President
	 	 	Nature's Value, Inc. (Guarantor)


 


	 	 	/s/ Oscar Ramjeet
	 	 	 
	/s/ Joseph M.Kramer	 	By: Oscar Ramjeet 
	(Witness)	 	Its: President