Exhibit 10.3


  


LEASE


 


THIS
LEASE (this “Lease”) is executed this 21st day of July, 2020 (the “Effective Date”),
by and between PNK S2, LLC, a Georgia limited liability company (“Landlord”), and PURPLE INNOVATION, LLC,
a Delaware limited liability company (“Tenant”).


 


ARTICLE
1 - LEASE OF PREMISES


 


Section
1.01. Basic Lease Provisions and Definitions. The following defined terms and other provisions are intended to have
the meanings set forth as follows for all purposes under this Lease:


 


(a) “Leased
Premises”: the space commonly known as Suite A, as more particularly shown on Exhibit A-1 attached
hereto and made a part hereof, within the building located at 1325 Hwy 42 S., Building B, McDonough Georgia, containing 1,104,320
rentable square feet (the “Building”), situated on the “Land” (as hereinafter defined) in
the location shown on Exhibit A-2 attached hereto and made a part hereof. Tenant shall also have certain rights
with respect to the “Oil Tank Area” (as hereinafter defined) located outside of the Building on the Land, as set forth
in and subject to the terms of Article 20 below. The “Land” is the real property comprising the “Park”
(as hereinafter defined) as of the date of this Lease, as described in Exhibit A-3 attached hereto and made a part
hereof. The portion of the Land on which the Building is situated, and all improvements thereon (including, without limitation,
the Building), are sometimes herein referred to collectively as the “Building Project.” As of the date
of this Lease, the Building Project is located within and is a part of a multi-building business park commonly known as “PNK
Park Southern Gateway at Lambert Farms.” The land and all improvements within such business park, as the same may be expanded,
contracted or otherwise modified from time to time, are sometimes herein referred to collectively as the “Park.”


 


(b) “Rentable
Area”: 519,680 rentable square feet.


 


(c) “Tenant’s
Proportionate Share”: 47.0588%, which is a fraction, the numerator of which is the number of rentable square feet
in the Leased Premises, and the denominator of which is the number of rentable square feet in the Building (1,104,320 rentable
square feet). Should Landlord elect to expand the Building, this percentage shall be reduced based on the new and increased number
of rentable square feet in the Building, and such reduction in Tenant’s Proportionate Share shall take effect upon substantial
completion of such expansion.


 


(d) “Minimum
Annual Rent” and “Monthly Rental Installments”: means the amounts set forth in the table
below:


  


	Lease Year	 	Rent / SF	 	 	Minimum Annual Rent	 	 	Monthly Rental Installments:	 
	1*	 	$	3.41	 	 	$	1,772,108.80	 	 	$	147,675.73	 
	2	 	$	3.48	 	 	$	1,808,486.40	 	 	$	150,707.20	 
	3	 	$	3.55	 	 	$	1,844,864.00	 	 	$	153,738.67	 
	4	 	$	3.62	 	 	$	1,881,241.60	 	 	$	156,770.13	 
	5	 	$	3.69	 	 	$	1,917,619.20	 	 	$	159,801.60	 
	6	 	$	3.76	 	 	$	1,953,996.80	 	 	$	162,833.07	 
	7	 	$	3.84	 	 	$	1,995,571.20	 	 	$	166,297.60	 
	8	 	$	3.92	 	 	$	2,037,145.60	 	 	$	169,762.13	 
	9	 	$	4.00	 	 	$	2,078,720.00	 	 	$	173,226.67	 
	10	 	$	4.08	 	 	$	2,120,294.40	 	 	$	176,691.20	 
	11	 	$	4.16	 	 	$	2,161,868.80	 	 	$	180,155.73	 



  


*
Subject to the “Rental Concession” (as hereinafter defined)


 



     


     


    

 


See
Article 18 for Minimum Annual Rent and Monthly Rental Installments during each of the Renewal Terms.


 


(e) “Rental
Concession” has the meaning set forth below.


 


(f) “Lease
Year”: A Lease Year shall be each twelve (12) month period beginning on the Commencement Date; provided, however,
if the Commencement Date is not the first day of the month, the first Lease Year shall commence on the Commencement Date and end
on the last day of the twelfth (12th) full calendar month thereafter and the second and each succeeding Lease Year shall commence
on the first day of the next calendar month.


 


(g) “Target
Commencement Date”: The date that is four (4) months after Landlord obtains all permits and governmental approvals
necessary for commencement of physical construction of the “Landlord’s Work” (as defined in the Work Letter)
in the Leased Premises.


 


(h) “Commencement
Date”: the date of “Substantial Completion” (as defined in the Work Letter) of the Landlord’s
Work, as determined under the Work Letter. Prior to the Commencement Date, Tenant shall have the right to occupy and use the Leased
Premises pursuant and subject to the terms of Section 4.02 of the Work Letter.


 


		(i)	“Substantial
                                         Completion”: Is defined in the Work Letter.



 


(j) “Lease
Term”: The period commencing on the Commencement Date and continuing through the last day of the calendar month in
which the day immediately preceding the date that is one hundred twenty-eight (128) months after the Commencement Date occurs,
subject to extension under Article 18 hereof (the “Expiration Date”). The Lease Term shall include all
references to any Renewal Options exercised by Tenant.


 


(k) “Renewal
Term” or “Renewal Terms” has the meaning set forth in Article 18.


 


(l) “Security
Deposit”: Not applicable.


 


(m) “Broker(s)”:
Cushman & Wakefield, Inc., representing Landlord, and Jones Lang LaSalle Brokerage, Inc., representing Tenant. All commissions
to such Brokers shall be paid pursuant to Section 16.05 of this Lease.


 


(n) “Permitted
Use”: Subject to the terms of this Lease, manufacturing, warehousing, distribution, and office for comfort technology
related products, and other uses related thereto, or any other use allowed by Laws (as defined herein) and approved by Landlord.
Subject to the terms of this Lease, during the Lease Term, Tenant shall have access to the Leased Premises, the Building and the
related parking facilities (including loading areas and truck ingress and egress) twenty-four (24) hours per day, seven (7) days
per week, fifty-two (52) weeks per year.


 


(o) Intentionally
Omitted.


 


(p) Intentionally
Omitted.


 


(q) “Landlord’s
Work”: Is defined in the Work Letter.


 


(r) “Work
Letter”: means the Work Letter attached to this Lease as Exhibit B.


 






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Addresses
for notices are as follows:


  


	Landlord:	PNK S2, LLC
	 	1100 Peachtree Street
	 	Suite 800
	 	Atlanta, Georgia 30309
	 	Attn: Stiles/Wheeler
	 	Email: [____________________]
	 	 
	Tenant (prior to occupancy):	Purple Innovation, LLC
	 	4100 N. Chapel Ridge Rd.
	 	Suite 200
	 	Lehi, Utah 84043
	 	Attn: Chief Operating Officer
	 	Email: john.l@purple.com
	 	 
	Tenant (following occupancy):	Purple Innovation, LLC
	 	4100 N. Chapel Ridge Rd.
	 	Suite 200
	 	Lehi, Utah 84043
	 	Attn: Chief Operating Officer
	 	Email: john.l@purple.com
	 	 
	With a copy to:	Purple Innovation, LLC
	 	4100 N. Chapel Ridge Rd.
	 	Suite 200
	 	Lehi, Utah 84043
	 	Attn: Legal
	 	Email: legal@purple.com


 


(s)Exhibits:


 


	Exhibit A-1:	Leased Premises
	Exhibit A-2:	Location of Building
	Exhibit A-3:	Land
	Exhibit B:	Work Letter
	Exhibit C:	Form of Letter of Understanding
	Exhibit D:	Rules and Regulations
	Exhibit E:	Approved Tenant Signage
	Exhibit F:	Parking Lot
	Exhibit G	Permitted Hazardous Substances
	Exhibit H-1	Oil Tank Area
	Exhibit H-2	Pre-Approved Plans for Oil Tanks



 






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Section
1.02. Lease of the Leased Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Leased
Premises, under the terms and conditions herein, together with a non-exclusive right, in common with others, to use the following
(collectively, the “Common Areas”): the areas of the Building and the Building Project, including, without
limitation, all areas and facilities in and around the Building and the Building Project that are provided for the general, nonexclusive
use and convenience of more than one tenant of the Building, including, without limitation, driveways, parking areas, walkways,
delivery areas, trash removal areas, landscaped areas, entryways, hallways, stairways, restrooms, parking areas and sidewalks
that are designed for use in common by all tenants of the Building and their respective employees, agents, contractors, representatives,
customers, guests, invitees and others. So long as the Building Project is a part of the Park, Common Areas also include those
portions of the Park lying outside the Building Project which are designated as “common areas” for the use, enjoyment
and benefit of all owners or tenants of property located within the Park and their lessees, subtenants and invitees. Landlord
and Tenant agree that, prior to the Effective Date, each of them has confirmed that the number of rentable square feet contained
in the Building and in the Leased Premises are accurate for all purposes of this Lease, including, without limitation, for purposes
of calculating the amount of Minimum Annual Rent and Monthly Rental Installments due under this Lease.


 


ARTICLE
2 - LEASE TERM AND POSSESSION


 


Section
2.01. Lease Term. The Lease Term shall commence as of the Commencement Date and shall expire on the Expiration Date,
unless sooner terminated in accordance with the terms of this Lease. After the Commencement Date has been determined, Landlord
shall send a “Letter of Understanding” in substantially the form attached hereto as Exhibit C to Tenant,
and Tenant shall execute and return such Letter of Understanding to Landlord within fifteen (15) days after Tenant’s receipt
thereof. If Tenant fails to execute and return such Letter of Understanding to Landlord within such fifteen (15) day period, the
matters set forth in the Letter of Understanding shall be conclusively presumed to be true and correct. The parties hereto acknowledge
and agree that they have previously measured the number of square footage in the Leased Premises and the Building and have mutually
agreed on the square footage numbers for the Leased Premises and the Building appearing in Article 1 hereof.


 


Section
2.02. Construction of Landlord’s Work. Subject to reimbursement by Tenant of the Excess (as defined in the Work
Letter), Landlord agrees to perform the Landlord’s Work with diligence, subject to events and delays due to causes beyond
Landlord’s reasonable control. Other than as described in the Work Letter, Tenant shall accept the Leased Premises in its
then-current, “as-is” condition as of the Commencement Date, and Landlord shall have no obligation to make any improvements
or modifications to the Leased Premises. Taking of possession by Tenant shall be deemed conclusively to establish that the Landlord’s
Work has been completed in accordance with the “Approved Construction Drawings” (as such term is defined in the Work
Letter) and the Work Letter, and that the Leased Premises, the Building and the Common Areas are in good and satisfactory condition,
as of the date possession was so taken. Subject only to any abatement to which Tenant is entitled under Section 2.05 below,
if Landlord, for any reason whatsoever, fails to deliver possession of the Leased Premises to Tenant on any anticipated date,
this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom.


 


Section
2.03. Surrender of the Leased Premises. Upon the expiration or earlier termination of this Lease, Tenant shall, at
its sole cost and expense, immediately (a) surrender the Leased Premises to Landlord in broom-clean condition and in good order,
condition and repair, (b) remove from the Leased Premises or where located (i) Tenant’s Property (as defined in Section 8.01
below), (ii) all data and communications equipment, wiring and cabling (including above ceiling, below raised floors and behind
walls), and (iii) any striping applied to the floors of the Leased Premises, and (iv) any improvements and alterations required
to be removed pursuant to Section 7.03 below, and (c) repair any damage caused by any such removal and restore the Leased
Premises to the condition existing upon the Commencement Date, excepting only reasonable wear and tear, and casualty and condemnation
damage that Landlord is required to repair under the terms of this Lease. Upon the expiration or earlier termination of this Lease,
all of Tenant’s Property that is not removed within ten (10) business days following Landlord’s written demand therefor shall
be conclusively deemed to have been abandoned and Landlord shall be entitled to dispose of Tenant’s Property at Tenant’s cost,
without incurring any liability to Tenant. This Section 2.03 shall survive the expiration or any earlier termination of
this Lease.


 






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Section
2.04. Holding Over. If Tenant retains possession of the Leased Premises after the expiration or earlier termination
of this Lease, Tenant shall be a tenant at sufferance, and the Monthly Rental Installments payable during such holdover period
shall be as follows: (a) during the first three (3) months, one hundred twenty-five percent (125%) of the Monthly Rental Installment
amount in effect upon the date of such expiration or earlier termination; (b) thereafter, one hundred fifty percent (150%) of
the Monthly Rental Installment amount in effect upon the date of such expiration or earlier termination. Such occupancy of the
Leased Premises shall otherwise be upon and subject to all of the terms, covenants, and conditions herein specified, so far as
applicable. Tenant shall have no right to notice under Official Code of Georgia Annotated §44-7-7 of the termination
of its tenancy. Acceptance by Landlord of Rent (as defined in Section 3.03 below) after such expiration of the Lease Term
or earlier termination shall not result in a renewal of this Lease, nor shall such acceptance create a month-to-month tenancy.
In the event a month-to-month tenancy is created by operation of law, either party shall have the right to terminate such month-to-month
tenancy upon thirty (30) days’ prior written notice to the other, whether or not said notice is given on the date that any Rent
is due. This Section 2.04 shall not be deemed a consent by Landlord to any holding over by Tenant upon the expiration or
earlier termination of this Lease, nor shall it limit Landlord’s remedies in such event. Tenant shall be liable to Landlord for
all damage which Landlord suffers because of any holding over by Tenant, and Tenant shall indemnify Landlord against all claims
made by any other tenant or prospective tenant against Landlord resulting from delay by Landlord in delivering possession of the
Leased Premises to such other tenant or prospective tenant. The provisions of this Section 2.04 shall survive the expiration
or earlier termination of this Lease.


 


Section
2.05. Late Delivery. If the Commencement Date has not occurred (or been deemed to have occurred) on or before the date
that is one (1) month after the Target Commencement Date (the “Outside Delivery Date”), then Tenant shall receive
a one (1) day abatement of Minimum Annual Rent for each day that the Commencement Date is delayed beyond the Outside Delivery
Date for any reason other than Force Majeure or Tenant Delay. Notwithstanding anything contained herein to the contrary, the Outside
Delivery Date shall be extended one (1) day for each day of delay in the Commencement Date caused by Force Majeure or Tenant Delay.
The abatement set forth in this Section 2.05 is and shall be Tenant’s sole and exclusive remedy for delay in the Commencement
Date or failure of the Commencement Date to occur, Tenant hereby waiving and relinquishing any and all other rights and remedies
at law and in equity against Landlord for any such failure (including, but not limited to, remedies for any consequential, indirect,
speculative or punitive damages suffered by Tenant).


 






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Section
2.06. Early Access. Subject to the terms of this Section 2.06, and to all other applicable provisions of this
Lease (including, without limitation, Article 7 of this Lease), Landlord will permit Tenant and its agents to enter the
Leased Premises prior to the Commencement Date: (a) in order to perform through its own contractors (to be first approved by Landlord)
such other work and decorations as Tenant may desire at the same time that the Landlord Work is being performed in the Leased
Premises (including, without limitation, the work contemplated by Section 7.04(a) of this Lease, the installation of racking and
distribution-related equipment, and the installation of machinery and assembly lines); and (b) if, and only if, Tenant is able
to obtain a temporary certificate of occupancy and any other necessary approvals from any applicable governmental authorities
permitting such activities within the Leased Premises notwithstanding the fact that the Landlord’s Work will not then be
complete, to operate a distribution facility within the Leased Premises. Landlord will not unreasonably withhold, condition or
delay its approval of Tenant’s contractors. If Landlord fails to respond to any request by Tenant for approval of any contractors
within five (5) business days after its receipt of such request, Landlord shall be deemed to have disapproved such contractors.
However, if Landlord is deemed to have disapproved such contractors by reason of Landlord’s failure to timely notify Tenant
in writing of Landlord’s approval or disapproval, Tenant may provide Landlord with written notice of such failure to respond
(the “Second Notice”), which, in order to be effective, must clearly, conspicuously and in bold type face set forth
the following statement at the top of the first page of the Second Notice: “SECOND NOTICE! THE FAILURE OF LANDLORD TO RESPOND
WITHIN FIVE (5) BUSINESS DAYS AFTER THE RECEIPT OF THIS SECOND NOTICE BY LANDLORD SHALL BE DEEMED TO BE APPROVAL OF THE PROPOSED
CONTRACTORS.” If Landlord should fail to notify Tenant in writing of its election as to such proposed alterations within
five (5) business days after receipt of such Second Notice, Landlord shall be deemed to have approved the applicable contractors.
The foregoing license to enter and conduct such activities prior to the Commencement Date, however, is conditioned upon Tenant’s
workmen and contractors working in harmony with and not interfering with the labor employed by “Contractor” (as defined
in the Work Letter), Landlord, Landlord’s mechanics or contractors or by any other tenant(s) or their contractors, and not
impeding or interfering with Landlord’s Work, or the progress thereof. Such access shall at all times be subject to the
control and reasonable restrictions of Landlord. If Landlord determines that any such interference, conflict or delay has been
or may be caused, and if Tenant fails to cease such interference, conflict or delay within two (2) business days after notice
to Tenant (which notice may be given by telephone to _____________ or electronic mail to _____________), Landlord shall have the
right to withdraw permission to enter the Leased Premises upon twenty-four (24) hours’ written notice to Tenant. Such entry
shall be deemed to be under all of the terms, covenants, provisions and conditions of this Lease. However, Tenant agrees that
any such entry into, and all activities conducted by Tenant within, the Leased Premises shall be at Tenant’s own risk and
Landlord shall not be liable in any way for any injury, loss or damage which may occur to Tenant, including, without limitation,
to any of Tenant’s property or installations made in the Leased Premises. Tenant further agrees to protect, defend, indemnify
and save harmless Landlord and its beneficiaries and agents from all liabilities, costs, damages, fees and expenses arising out
of or connected with the activities of Tenant or Tenant’s contractors in or about the Leased Premises or Building during
the performance of Landlord’s Work, including, without limitation, the cost of any repairs to the Leased Premises or Building
necessitated by the activities of Tenant’s contractors. In addition, prior to the initial entry into the Building or the
Leased Premises by Tenant and by each of Tenant’s contractors, Tenant shall furnish Landlord, at Tenant’s sole cost,
with policies of insurance covering Landlord, its beneficiaries and agents, as insured parties, with such coverages and in such
amounts as Landlord may then require in order to insure Landlord, its beneficiaries or agents against loss or liability for injury
or death or damage to property arising out of or connected with any activities of Tenant or Tenant’s contractors. If Tenant’s
contractors or anyone employed by Tenant shall cause a delay in completing Landlord’s Work (regardless of whether or not
Tenant ceases such delay within the time period set forth above), Tenant agrees that such delay will constitute a Tenant Delay.


 


Section
2.07. Tenant Improvement Allowance.


 


(a) Landlord
shall provide the “Tenant Improvement Allowance” to be applied to “Tenant’s Construction Costs”
(both as defined in the Work Letter) pursuant and subject to the terms of the Work Letter.


 


(b) Subject
to the terms of this Section 2.07(b), provided that there does not exist a Default under this Lease, after application
of the Tenant Improvement Allowance to the Tenant’s Construction Costs in accordance with the Work Letter, Tenant may, by
written notice to Landlord (the “Election Notice”), elect to apply any unused portion of the Tenant
Improvement Allowance to “FF&E Costs” (as hereinafter defined) pursuant and subject to the terms of Section
2.07(b)(i) below, to costs incurred by Tenant to perform the installation work contemplated by Section 7.04(a) of this
Lease (the “Pit Installation Work”) pursuant and subject to the terms of Section 2.07(b)(ii)
below, and/or to amounts that Tenant is required to reimburse to Landlord under Article 21 of this Lease pursuant and subject
to the terms of Section 2.07(b)(iii) below.


 






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(i) As
used herein, the term “FF&E Costs” means the actual, out-of-pocket expenses incurred by Tenant to
purchase and install in the Leased Premises furniture, fixtures, and equipment (including, without limitation, racking, distribution-related
equipment, machinery, and assembly line equipment). However, in no event shall FF&E Costs include any costs incurred by Tenant
to perform the Pit Installation Work (Tenant may apply unused portion of the Tenant Improvement Allowance to costs incurred by
Tenant to perform the Pit Installation Work pursuant and subject to Section 2.07(b)(ii) below, but such costs shall not
be deemed to be FF&E Costs). If Tenant elects to apply any unused portion of the Tenant Improvement Allowance to FF&E
Costs, Tenant shall specify the portion of the Tenant Improvement Allowance to be so applied in the Election Notice, and the Election
Notice must be accompanied by invoices from Tenant evidencing expenditure of such sums by Tenant. To the extent that any of the
FF&E Costs pertain to work which could create lien rights in favor of third parties as to any portion of the Leased Premises
or Building (as opposed to any of Tenant’s personal property), the Election Notice must also be accompanied lien waivers
and other documents in form and substance reasonably satisfactory to Landlord which are sufficient under the laws of the State
of Georgia to extinguish all such lien rights. Landlord shall reimburse Tenant for such actual, out-of-pocket expenses promptly
upon receipt of the Election Notice and such materials.


 


(ii) If
Tenant elects to apply any unused portion of the Tenant Improvement Allowance to costs incurred by Tenant to perform the Pit Installation
Work, Tenant shall submit to Landlord a written report, certified by Tenant (the “Reimbursement Request”),
setting forth: (A) a computation of the total costs incurred by Tenant for such work; and (B) the amount payable by Landlord to
Tenant, which amount shall not exceed the then-remaining unused portion of the Tenant Improvement Allowance. The Reimbursement
Request shall be accompanied, to the extent applicable to the costs set forth on the Reimbursement Request, by: (1) an AIA Completion
Certificate executed by Tenant’s contractor, and an AIA Document G702 form executed by Tenant’s architect, both in
form and substance reasonably satisfactory to Landlord; (2) if, under applicable Laws, the performance of such work requires issuance
of a new certificate of occupancy for the Leased Premises, a copy of the final certificate of occupancy for the Leased Premises;
(3) an affidavit or certificate executed by the Tenant’s architect that all work is complete and is in accordance with the
plans approved by Landlord and all Laws; (4) a Final Contractor’s Affidavit from Tenant’s contractor meeting the requirements
of the laws of the State of Georgia to extinguish all lien rights in connection with such work; and (5) final lien waivers from
Tenant’s architect and contractor, and all subcontractors, materialmen, and engineers. In addition, the Reimbursement Request
shall be accompanied by a set of scaled and dimensioned, “as built” plans for the work, certified by Tenant’s
architect, prepared on an Auto CAD Computer Assisted Drafting and Design System (or such other system as Landlord may accept),
using naming conventions issued by the American Institute of Architects (or such other naming conventions as Landlord may accept),
and a CD of such as built plans translated in DXF format (or any other format acceptable to Landlord). The Reimbursement Request
and all other items described above must be in form and substance satisfactory to Landlord. Upon receipt of the Reimbursement
Report and all other required materials, Landlord shall reimburse Tenant the amount due from Landlord under this Section 2.07(b)(ii)
within thirty (30) days after Landlord’s receipt thereof. However, Landlord shall not be obligated to disburse the amount
requested by Tenant until Tenant delivers to Landlord the Reimbursement Report accompanied by all required items listed above.
The Reimbursement Report shall be subject to verification by Landlord (who shall have access to Tenant’s books and records
in respect thereof for such purpose) and correction, if necessary, without either party being prejudiced by any payments made
hereunder. For the avoidance of doubt, Tenant acknowledges that it must submit the Reimbursement Report, together with all documentation
and materials set forth above, within thirty (30) days after the Pit Installation Work is substantially complete under all circumstances,
and regardless of whether or not any portion of the Tenant Improvement Allowance remains available to be applied as set forth
in this Section 2.07(b)(ii).


 






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(iii) If
Tenant is required to reimburse any amounts to Landlord under Article 21 of this Lease, and if the total reimbursement
obligation of Tenant under Article 21 exceeds $10,000.00, then Tenant may elect to apply any unused portion of the Tenant
Improvement Allowance to the portion of such amount owed by Tenant in excess of $10,000.00 by specifying the amount to be so applied
in the Election Notice.


 


(c) Notwithstanding
anything contained in this Lease (including, without limitation, the Work Letter) to the contrary, if Tenant has not satisfied
the conditions set forth above for disbursement of the entire Tenant Improvement Allowance on or before the date that is nine
(9) months after the Effective Date (the “Allowance Expiration Date”), Tenant shall have no further
rights to any undisbursed portion of the Tenant Improvement Allowance. Any portion of the Tenant Improvement Allowance remaining
undisbursed after such date shall belong to Landlord.


  


ARTICLE
3 - RENT


 


Section
3.01. Rent. Subject to the Rental Concession, Tenant shall pay to Landlord in U.S. dollars the Minimum Annual Rent
in monthly installments of the Monthly Rental Installments set forth in Section 1.01(d) above, in advance, without demand,
abatement, counterclaim, recoupment, deduction or offset (except as may be expressly set forth herein), beginning on the Commencement
Date and on or before the first day of each and every calendar month thereafter during the Lease Term. The Monthly Rental Installments
for partial calendar months shall be prorated on the basis of the total number of days in the applicable calendar month. All Rent
and other payments to be made by Tenant to Landlord under this Lease shall be made by Swift as follows:


 


PNK
S2, LLC


IBAN:
CH02 0020 6206 4922 0360 L


BANK:
UBS AG


ZURICH,
SWISS


SWIFT:
UBSWCHZH80A


 


or
by such other method or to such other location as may be specified by Landlord to Tenant in writing, in accordance with this Section
3.01. Additionally, if applicable, Tenant shall pay to Landlord any and all sales, use, occupancy or similar taxes which may
be levied or imposed upon any Rent payable by Tenant under this Lease, with the payment of each such tax and surtax due and payable
at the same time as payment of the underlying amount is due and payable hereunder.


 


Section
3.02. Annual Rental Adjustment Definitions.


 


(a) “Annual
Rental Adjustment”: the amount of Tenant’s Proportionate Share of Operating Expenses for a particular calendar year.


 






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(b) “Operating
Expenses”: the amount of all of Landlord’s costs and expenses paid or incurred in owning, managing, operating, repairing,
replacing and maintaining the Building Project in good condition and repair for a particular calendar year, determined in accordance
with generally accepted real estate accounting practices consistently applied, including by way of illustration and not limitation,
the following: all Real Estate Taxes (as defined in Section 3.02(d) below), insurance premiums and deductibles; water,
sewer, electrical and other utility charges other than the separately billed electrical and other utility charges paid by Tenant
pursuant to this Lease (or paid by other tenants in the Building); painting; stormwater discharge fees; tools and supplies; repair
costs; landscape maintenance costs; access patrols; license, permit and inspection fees; management fees (not to exceed two percent
(2%) of the gross revenues for the Building Project with respect to the applicable period); supplies, costs, salaries, wages and
related employee benefits and bonuses for all employees at or below the grade of property manager (regardless of the title of
such employees), payable for the management, maintenance and operation of the Building Project (to the extent that persons are
engaged with respect to the Building Project and other properties, wages and salaries relating to such persons shall be equitably
apportioned between all such properties based upon Landlord’s reasonable estimate of the time spent by each such person
on each property relative to their total time on all properties); maintenance, repair and replacement of the driveways, parking
areas, curbs and sidewalk areas (including snow and ice removal), landscaped areas, drainage strips, sewer lines, exterior walls,
foundation, structural frame, roof, gutters and lighting, subject to any obligation that Landlord may have to amortize such costs
if they are deemed to be capital costs, as set forth below; payments under any easement, license, operating agreement, declaration,
restrictive covenant or instrument pertaining to the sharing of costs by the Building Project (including, without limitation,
any fees, costs or assessments imposed by any property owners association); the costs of any capital improvements made in or to
the Building Project in order to comply with changes in any applicable Laws, ordinances, rules, regulations or orders of any governmental
or quasi-governmental authority having jurisdiction over the Building Project (referred to herein as “Required Capital Improvements”),
as well as the costs of any capital improvements intended to reduce Operating Expenses (referred to herein as “Cost Savings
Improvements”), provided that the expenditures for Required Capital Improvements and Cost Savings Improvements shall be
amortized over the expected useful life of such capital improvement (as reasonably determined by Landlord, without regard to the
period over which such improvements may be depreciated or amortized for federal income tax purposes) and only the amortized portion
of such costs for each applicable year shall be included in Operating Expenses for such year, and provided further that the amortized
amount of any Cost Savings Improvement shall be limited in any year to the actual, or if not reasonably obtainable, the reasonably
estimated, reduction in Operating Expenses resulting from the Cost Savings Improvement during the same calendar year; and any
expenses relating generally to the Park which are allocated to the Building Project, including, without limitation, any allocation
of expenses attributable to the repair and maintenance of the Common Areas of the Park. The following shall be excluded from Operating
Expenses: (i) expenses for capital improvements made to the Building Project, other than (A) capital improvements that are expressly
included in Operating Expenses as set forth above; and (B) items which, though capital for accounting purposes, are properly considered
maintenance and repair items, such as, without limitation, painting of Common Areas [expenses for capital improvements of the
type referenced in (A) and (B) of this clause (i) may be included in Operating Expenses]; (ii) expenses for repair, replacement,
and general maintenance paid by proceeds of insurance (or which would have been paid by insurance proceeds if Landlord had maintained
the insurance required to be maintained by Landlord under this Lease), or by Tenant or other third parties (except by payment
of a pro rata share of Operating Expenses, or like reimbursement method); (iii) expenses for repairs or maintenance which are
covered by warranties and service contracts, but only to the extent such maintenance and repairs are made at no cost to Landlord;
(iv) costs for reserves of any kind; (v) costs and expenses attributable to the correction of any construction defects in the
initial construction of the Building or the Leased Premises; (vi) expenses resulting from the negligence or willful misconduct
of Landlord, its agents, contractors or employees; (vii) any fines, penalties or interest resulting from Landlord’s failure
to pay Real Estate Taxes as and when due; (viii) principal and/or interest payments on, or closing costs relating to, any financing
for the Building Project, or in respect of any debt of Landlord; (ix) deductions for depreciation or amortization (except as expressly
included in Operating Expenses above); (x) net basic rental under any ground or underlying lease; (xi) costs attributable to obtaining
or retaining tenants, including, without limitation, advertising expenses, improvement costs, costs of permits, licenses and inspections,
brokerage commissions, moving expenses, architectural fees attorneys’ fees and costs, disbursements and other expenses incurred
in negotiating, preparing or executing leases or other occupancy agreements, or modifications, amendments or terminations thereof;
(xii) costs (including, without limitation, legal costs), expenses and damages of any kind arising out of or in connection with
resolving disputes with other tenants or occupants; (xiii) costs associated with the operation of the business of the entity which
constitutes “Landlord” (as distinguished from costs relating to owning, managing, operating, repairing, replacing
and maintaining the Building Project), including, but not limited to, Landlord’s or Landlord’s managing agent’s
general corporate overhead and general administrative expenses; (xiv) payments to subsidiaries or affiliates of Landlord, or to
any party as a result of a non-competitive selection process, for management or other services to the Building Project or any
portion thereof, or for supplies or other materials, to the extent the cost of such services, supplies, or materials exceed the
cost that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord
on a competitive basis; (xv) charitable and political contributions of Landlord; (xvi) costs of renovating or otherwise improving,
painting, decorating, or redecorating leasable space for tenants or other occupants, except in connection with general maintenance
of the Building Project; (xvii) costs, penalties or fines arising from Landlord’s violation of any laws, except to the extent
such costs reflect costs that would have been incurred by Landlord absent such violation; (xviii) the cost of any large-scale
abatement of “Hazardous Substances” (as hereinafter defined), provided, however, Operating Expenses may include the
costs attributable to those actions taken by Landlord in connection with the ordinary operation and maintenance of the Building
Project, including, without limitation, costs incurred in removing limited amounts of Hazardous Materials from the Building Project
when such removal is directly related to such ordinary maintenance and operation; (xix) expenses incurred in connection with services
or other benefits of a type which are not made available to Tenant but which are provided to other tenants or occupants; (xx)
costs associated with the acquisition of (as contrasted with the maintenance of) sculpture, paintings or other objects of art;
(xxi) costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Building;
(xxii) unless any income generated from such concessions is used to reduce Operating Expenses, costs of installing, operating
and maintaining any specialty service such as a dining club, cafeteria, health club, observatory, broadcasting facility, retail
store, sundry shop, or newsstand, but Operating Expenses may include the costs of operating and maintaining any gym or fitness
center for the general use of tenants in the Park (including Tenant); (xxiii) costs of “tap fees” and sewer and water
connection fees for the exclusive benefit of any particular tenant in the Building or the Park; (xxiv) costs of traffic studies,
transportation system management plans and reports, traffic mitigation measures and other similar matters; (xxv) expenses incurred
for the repair, maintenance or operation of any parking facilities that do not provide parking for the Building (including, without
limitation, expenses for salaries and benefits of attendants, utility costs, and insurance if relating only to such facilities);
and (xxvi) costs and expenses due to the termination or under-funding of any plan under ERISA or any other Laws governing employee
pension plans or other benefits. For purposes of determining the Annual Rental Adjustment for any year, if the Building is not
fully rented during all or a portion of any year, Landlord may make appropriate adjustments to the Operating Expenses which vary
based upon occupancy for such year employing sound accounting and management principles consistently applied, to determine the
amount of Operating Expenses that would have been paid or incurred by Landlord had the Building been one hundred percent (100%)
occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such year. In addition,
in the event any other tenant in the Building provides itself with a service which Landlord would supply under this Lease without
an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred
had Landlord provided such service to such other tenant.


  



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(c) “Tenant’s
Proportionate Share of Operating Expenses”: an amount equal to the product obtained by multiplying Tenant’s Proportionate
Share by the Operating Expenses for the applicable calendar year.


 


(d) “Real
Estate Taxes”: subject to Article 21 of this Lease, any form of real estate tax or assessment or service payments
in lieu thereof (as the same may be reduced by any applicable tax abatement, reduction, refund, or rebate) or water or sewer tax
or charges, any special assessments due to deed restrictions and/or owners’ associations, of every kind or nature, whether
general, special, ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond, charges in connection
with an improvement district or other similar charge or tax (other than inheritance, personal income, franchise, transfer, capital
stock, or estate taxes) imposed upon the Building or Common Areas, or against Landlord’s business of leasing the Building, by
any authority having the power to so charge or tax, together with costs and expenses of contesting the validity or amount of the
Real Estate Taxes. In addition, if there is levied on Landlord a capital tax directly on the rents received by Landlord, or a
franchise tax, assessment, or charge based, in whole or in part, upon such rents for the Project, then all such taxes, assessments
or charges, or the part thereof so based, shall be deemed to be included within the term “Real Estate Taxes” for the
purposes hereof.


 


Section
3.03. Payment of Additional Rent.


 


(a) Any
amount required to be paid by Tenant hereunder (other than Minimum Annual Rent) and any charges or expenses incurred by Landlord
on behalf of Tenant under the terms of this Lease shall be considered “Additional Rent” payable in the same manner and
upon the same terms and conditions as the Minimum Annual Rent reserved hereunder, except as set forth herein to the contrary.
Minimum Annual Rent and Additional Rent are sometimes referred to herein, collectively, as “Rent.”


 


(b) In
addition to the Minimum Annual Rent specified in this Lease, commencing as of the Commencement Date, Tenant shall pay to Landlord
as Additional Rent for the Leased Premises, in each calendar year or partial calendar year during the Lease Term, an amount equal
to the Annual Rental Adjustment for such calendar year or partial calendar year, as the case may be. For the first calendar year
of the Lease Term, or any portion thereof, Landlord shall provide Tenant with a written statement in reasonable detail, sufficient
for Tenant verification, of the component breakdown of the estimated Operating Expenses for such first calendar year (or portion
thereof), including Tenant’s Proportionate Share of Operating Expenses for such period of time. Such estimate shall be based
on actual Operating Expenses incurred in the Building and the Park, if any, during the immediately preceding calendar year. Thereafter,
Landlord shall estimate the Annual Rental Adjustment annually, and written notice thereof shall be given to Tenant prior to the
beginning of each calendar year, or as soon thereafter as is reasonably practicable. If Landlord furnishes an Annual Rental Adjustment
estimate for any year subsequent to the commencement thereof, then: (i) until the 1st day of the month following the month in
which the Annual Rental Adjustment estimate for such year is furnished to Tenant, Tenant shall pay to Landlord, on the first (1st)
day of each calendar month, an amount equal to the monthly estimated Annual Rental Adjustment for the immediately preceding year;
(ii) promptly after the Annual Rental Adjustment estimate for such year is furnished to Tenant, or together therewith, Landlord
shall give notice to Tenant stating whether the installments of the Annual Rental Adjustment previously made for the then-current
year were greater or less than the installments of Annual Rental Adjustment to be made for such year in accordance with the estimate
for such year, and: (A) if there shall be a deficiency, Tenant shall pay the amount thereof within ten (10) business days after
demand therefor; or (B) if there shall have been an overpayment, Landlord shall credit the amount thereof against subsequent payments
of Rent due hereunder; and (iii) on the 1st day of the month following the month in which the Annual Rental Adjustment estimate
for such year is furnished to Tenant, and on the first (1st) day of each month thereafter throughout the remainder of such year,
Tenant shall pay to Landlord an amount equal to one-twelfth (1/12th) of the Annual Rental Adjustment estimate for such year. Tenant
shall pay to Landlord each month, at the same time the Monthly Rental Installment is due, an amount equal to one-twelfth (1/12)
of the estimated Annual Rental Adjustment. Tenant shall be responsible for delivering the Additional Rent to the payment address
set forth in Section 3.01 above in accordance with this Section 3.03. If Operating Expenses increase during a calendar
year, Landlord may increase the estimated Annual Rental Adjustment during such calendar year (but no more than once each calendar
year) by giving Tenant written notice to that effect, and thereafter Tenant shall pay to Landlord, in each of the remaining months
of such calendar year, an amount equal to the amount of such increase in the estimated Annual Rental Adjustment divided by the
number of months remaining in such calendar year. Within ninety (90) days after the end of each calendar year, Landlord shall
prepare and deliver to Tenant a statement showing the actual Annual Rental Adjustment for such calendar year; provided, however,
that Landlord shall be entitled, if circumstances warrant, to issue one or more revised, corrected, or supplemental statements
at any time and from time to time following the issuance of the initial statement. If the estimated Annual Rental Adjustment payments
made by Tenant are less than the actual Annual Rental Adjustment, then Tenant shall pay to Landlord the difference between the
actual Annual Rental Adjustment for the preceding calendar year and the estimated payments made by Tenant during such calendar
year within thirty (30) days after receipt of the aforementioned statement. In the event that the estimated Annual Rental Adjustment
payments made by Tenant are greater than the actual Annual Rental Adjustment, then Landlord shall credit the amount of such overpayment
toward the next Monthly Rental Installment(s) and the next monthly estimated Annual Rental Adjustment payment(s) due under this
Lease until such overpayment is recovered by Tenant in full (or remit such amount to Tenant in the event that this Lease shall
have expired or terminated). This Section 3.03 shall survive the expiration or any earlier termination of this Lease.


 






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(c) For
the purpose of calculating the Annual Rental Adjustment, “Controllable Operating Expenses” (as hereinafter defined)
for calendar year 2022, and each year thereafter, shall not increase by more than four percent (4%) per annum, on a compounded
and cumulative basis, over the actual amount of such “Controllable Operating Expenses” for calendar year 2021. As
used herein, the term “Controllable Operating Expenses” means all Operating Expenses, on a per square
foot of Rentable Area basis (as “grossed up” pursuant to Section 3.02(b) of this Lease), other than taxes,
insurance, utilities, costs of snow removal or storm cleanup, costs subject to government regulation, such as minimum wages, and
all costs incurred to comply with new or revised federal or state laws, municipal or county ordinances or codes or regulations
promulgated under any of the same. By way of illustration of the foregoing, in calendar year 2023, the Controllable Operating
Expenses shall not exceed the amount determined by the following formula, when “X” equals the actual amount of the
Controllable Operating Expenses for calendar year 2021:


 


X
times 1.04 times 1.04 = maximum amount of Controllable Operating Expenses for calendar year 2023.


 


Thus,
if Controllable Operating Expenses for 2021 are $0.50 per square foot of Rentable Area on a “grossed up” basis, the
maximum amount of Controllable Operating Expenses for calendar year 2023 would be $0.50 x 1.04 x 1.04 = $0.54 per square foot
of Rentable Area.


 


(d) Within
ninety (90) days after Tenant’s receipt of a statement of actual Operating Expenses for the preceding year (the “Actual
Operating Expenses Statement”), Tenant shall have the right, by written request to Landlord, to request a detailed
breakdown of Operating Expenses for the preceding year, which shall, in reasonable detail, demonstrate the calculation of actual
Operating Expenses for the preceding year and of the amount by which Tenant’s Proportionate Share of Operating Expenses
exceeds or is less than the amounts paid by Tenant during such year. Following receipt of such detailed breakdown, Tenant may
request, and Landlord shall provide (to the extent in Landlord’s possession), such supporting documentation of individual
line-item components of the actual Operating Expenses as Tenant may reasonably request. In addition, within ninety (90) days after
Tenant receives the Actual Operating Expenses Statement for any particular year, and provided that there does not then exist a
Default hereunder, Tenant may contest such annual Actual Operating Expenses Statement by providing written notice to Landlord,
delivered within such ninety (90) day period. If no such contest is made by written notice to Landlord, delivered within such
90-day period, such annual Actual Operating Expenses Statement shall be binding upon Tenant in all respects. If Tenant timely
contests such annual Actual Operating Expenses Statement, Tenant shall have the right to inspect and examine, at reasonable times
during normal business hours, Landlord’s books of account and records pertaining to the annual Actual Operating Expenses
Statement. Such audit shall be conducted at the offices of Landlord’s property manager where such records are kept, or in
such other location in the United States where such records are then being kept, within forty-five (45) days after the date of
Tenant’s notice, and shall not be conducted at a time or in a manner so as to interfere with Landlord’s operations.
Such audit shall be conducted by a certified public accountant retained by Tenant, at its expense, whose compensation is not contingent
upon the results of such accountant’s audit or the amount of any refund received by Tenant. Landlord agrees that if Tenant
requests evidence or back-up information regarding a specific question (or questions), which Tenant has regarding Operating Expenses
or Real Estate Taxes, then Landlord (or Landlord’s property manager) shall make copies thereof available to Tenant. Landlord
and/or Landlord’s property manager shall cooperate with Tenant and/or Tenant’s representatives with respect to any
such specific inquiries or questions and with respect to the conduct of such audit, so as to facilitate the prompt and efficient
answer thereto and/or conduct of same, as applicable. Tenant shall notify Landlord of the results of such audit in writing. Landlord
may have an agent or employee present during such inspection and audit. Landlord shall have the right to dispute the results of
Tenant’s audit. If the audit by Tenant shall ultimately result in Landlord and Tenant agreeing that Tenant has overpaid
Landlord for the Annual Rental Adjustment for the applicable year, such overpayment shall be applied to the next accruing installment(s)
of Rent due from Tenant until such credit is depleted. If Landlord and Tenant agree that Tenant has overpaid Landlord for the
Annual Rental Adjustment for the applicable year and such overpayment is more than five percent (5%) in excess of the actual amount
due as Annual Rental Adjustment, then Landlord shall pay the reasonable out-of-pocket costs and expenses of Tenant in conducting
such audit, not to exceed $2,500.00. Otherwise, Tenant shall pay the cost of such audit. Tenant hereby agrees to keep the results
of any such audit confidential, and to require Tenant’s auditor and its employees and each of their respective attorneys
and advisors to likewise agree to keep the results of such audit in strictest confidence. In particular, but without limitation,
Tenant agrees that: (i) Tenant shall not disclose the results of any such audit to any past, current or prospective tenant of
the Building; and (ii) Tenant shall require that its auditors, attorneys, and anyone associated with such parties shall not disclose
the results of such audit to any past, current or prospective tenant of Landlord in the Building; provided, however, that Landlord
hereby agrees that nothing in items (i) or (ii) above shall preclude Tenant from disclosing the results of such audit in any judicial
or quasi-judicial proceeding, or pursuant to court order or discovery request, or to any current or prospective assignee or subtenant
of Tenant, or to any agent, representative or employee of Landlord who or which request the same. No subtenant shall have any
right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession
of the Leased Premises. The parties acknowledge that terms of this Section 3.03(d) shall also apply to the Actual Operating Expenses
Statement pertaining to the final calendar year (or portion thereof) of the Lease Term, notwithstanding the fact that such Actual
Operating Expenses Statement will be provided to Tenant after the end of the Lease Term.


 


Section
3.04. Late Charges. Tenant acknowledges that Landlord shall incur certain additional unanticipated administrative and
legal costs and expenses if Tenant fails to pay timely any payment required hereunder. Therefore, in addition to the other remedies
available to Landlord hereunder, if any payment required to be paid by Tenant to Landlord hereunder shall become overdue, such
unpaid amount shall: (a) be subject to a late fee equal to the greater of (i) five percent (5%) of the amount past due, or (ii)
$50.00, which late fee represents an agreed upon charge for the administrative expense suffered by Landlord as a result of such
late payment and not payment for the use of money or a penalty; and (b) bear interest from the due date thereof to the date of
payment at the prime rate of interest, as reported in the Wall Street Journal (the “Prime Rate”) plus six percent (6%)
per annum; provided, however, such interest rate shall not be less than twelve percent (12%) per annum.


 






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Section
3.05. Rental Concession. Provided that there does not exist a Default under this Lease, Tenant shall be entitled to
a conditional abatement of the Monthly Rental Installments which would otherwise be due with respect to the first (1st)
eight (8) full calendar months of the initial year of the Lease Term (the “Rental Concession”) (although
all such Monthly Rental Installments shall continue to accrue for such period). Notwithstanding the Rental Concession, Tenant
shall be obligated to pay all other Rent (including, without limitation, any amounts payable as the Annual Rental Adjustment)
due under this Lease for such period. Landlord and Tenant hereby acknowledge and agree that the Rental Concession is a concession
in an amount equal to $1,181,405.84 in total and, if any Default occurs and continues beyond any applicable notice and cure periods
set forth in this Lease: (a) the Rental Concession shall be canceled, the portion of the Rental Concession which has not been
used by Tenant as of the date of the occurrence of such Default shall automatically terminate and become null and void, Tenant
shall no longer be entitled to any rent concession or abatement of rent described in this Section, and Tenant shall thereafter
pay all Monthly Rental Installments when due under this Lease, without regard to the Rental Concession provisions of this Lease;
and (b) the unamortized amount of the portion of the Rental Concession which has been used by Tenant as of the date of the occurrence
of such Default shall become immediately due and payable. For the purposes of clause (ii) of the preceding sentence, the unamortized
portion of the Rental Concession which is used by Tenant will be calculated as if the portion of the Rental Concession used by
Tenant is being amortized over the “Rental Concession Amortization Period” (as defined below) in equal monthly installments
of principal and interest, together with interest at the rate of twelve percent (12%) per annum (or the maximum rate permitted
by applicable law, whichever is less). The “Rental Concession Amortization Period” means the period
commencing on the first (1st) day of the ninth (9th) full calendar month of the initial year of the Lease
Term and continuing through the Expiration Date (based on the foregoing, the Rental Concession Amortization Period will consist
of one hundred twenty (120) months). Notwithstanding anything contained herein to the contrary, in no event shall the Rental Concession
apply to or be deemed to forgive or excuse payment of any “Additional Monthly Payments” (as defined in the Work Letter).


 


ARTICLE
4 - SECURITY DEPOSIT


 


Tenant
shall not be obligated to pay a security deposit to Landlord.


 


ARTICLE
5 - OCCUPANCY AND USE


 


Section
5.01. Use. Tenant shall use the Leased Premises for the Permitted Use and for no other purpose without the prior written
consent of Landlord.


 


Section
5.02. Covenants of Tenant Regarding Use.


 


(a) Tenant
shall: (i) use and maintain the Leased Premises and conduct its business thereon in a safe, careful, reputable and lawful manner;
(ii) comply with all covenants and restrictions that encumber the Building and with all applicable laws, rules, regulations, orders,
ordinances, codes, directions, and requirements of any governmental authority or agency with jurisdiction over the Building or
the Park, now in force or which may hereafter be in force (collectively, the “Laws”), including, without
limitation, those Laws which shall impose upon Landlord or Tenant any duty with respect to or triggered by a change in the use
or occupation of, or any improvement or alteration to, the Leased Premises; and (iii) comply with and obey all reasonable directions,
rules, and regulations of Landlord, including the Building rules and regulations attached hereto as Exhibit D and
made a part hereof (the “Rules and Regulations”), as such Rules and Regulations may be modified from time
to time by Landlord upon reasonable notice to Tenant. Notwithstanding any provision of this paragraph or any other provision of
the Rules and Regulations to the contrary, Landlord hereby agrees that all such rules and regulations, and any changes thereto,
shall be non-discriminatory in substance to the tenants of the Building. Landlord may, however, grant exceptions to the Rules
and Regulations for particular tenants in particular instances without being deemed to be in violation of the immediately preceding
sentence; provided, however, that: (A) if Landlord permanently excuses any other tenant of the Building from complying with any
of the Rules and Regulations, then, until such time as such excuse ends, Tenant shall also not be obligated to comply with the
applicable Rules and Regulations; and (B) Landlord shall not excuse any other tenant from complying with any Rule and Regulation
if Landlord reasonably believes that such excuse will have a material adverse impact on Tenant’s use of the Leased Premises.
In the event of a conflict between the Rules and Regulations and the provisions of this Lease, the provisions of this Lease shall
govern and control.


 






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(b) Tenant
shall not do or permit anything to be done in or about the Leased Premises that will in any way cause a nuisance, obstruct or
interfere with the rights of other tenants or occupants of the Building or injure or unreasonably disturb them. Landlord shall
not be responsible to Tenant for the non-performance by any other tenant or occupant of the Building of any of the Rules and Regulations,
but shall generally use commercially reasonable efforts to enforce the Rules and Regulations uniformly and consistently (provided,
however, that Landlord may, in its sole discretion, elect to grant exceptions to one or more of the Rules and Regulations to a
particular tenant or tenants, and such election shall not be deemed to be a violation of Landlord’s obligations under this
Section 5.02(b)). Tenant shall not overload the floors of the Leased Premises. All damage to the floor structure or foundation
of the Building due to improper positioning or storage of items or materials shall be repaired by Landlord at the sole expense
of Tenant, who shall reimburse Landlord immediately therefor upon demand. Landlord reserves the right to reasonably designate
the position of all equipment which Tenant wishes to place within the Leased Premises, and to place limitations on the weight
thereof (however, Tenant shall be permitted to place in the “pits” to be installed in the floor slab of the Leased
Premises pursuant to Section 7.04 of this Lease the machinery for which such pits are intended, subject to all other applicable
terms of this Lease). Tenant shall not use the Leased Premises, nor allow the Leased Premises to be used, for any purpose or in
any manner that would (i) invalidate any policy of insurance now or hereafter carried by Landlord on the Building, or (ii) increase
the rate of premiums payable on any such insurance policy unless Tenant reimburses Landlord for any such increase in premiums
charged. Notwithstanding the foregoing, Tenant’s installation of the “pits” in the floor slab of the Leased
Premises pursuant to Section 7.04 of this Lease shall not, in and of itself, be deemed to be a breach of this Section
5.02(b).


 


Section
5.03. Landlord’s Rights Regarding Use.


 


(a) In
addition to Landlord’s rights specified elsewhere in this Lease, (i) Landlord shall have the right at any time, without notice
to Tenant, to control, change or otherwise alter the Common Areas in such manner as it deems necessary or proper, and (ii) Landlord,
its agents, employees, representatives, consultants, contractors, and the holders of any Mortgages (each such holder, a “Mortgagee”),
shall have the right (but not the obligation) to enter any part of the Leased Premises at reasonable times, and to enter upon
the Building and Common Areas at any time without notice, for the purposes of examining or inspecting the same (including, without
limitation, testing to confirm Tenant’s compliance with this Lease), showing the same to prospective purchasers, Mortgagees or
tenants, and making such repairs, alterations or improvements to the Leased Premises or the Building as Landlord may deem necessary
or desirable. Landlord shall incur no liability to Tenant for such entry (subject to Section 8.03 of this Lease), nor shall
such entry constitute an eviction of Tenant or a termination of this Lease, or entitle Tenant to any abatement of rent therefor.


 






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(b) So
long as no uncured Default exists, Landlord shall provide Tenant with not less than 24 hours’ notice by telephone or email
to the on-site office manager of Tenant (if Tenant has provided Landlord with the telephone number and email address for such
person) prior to entering the Leased Premises for any reason other than for the provision of any routine services that Landlord
is obligated to provide under this Lease, for security inspections, in the case of emergencies or to show the Leased Premises
to prospective purchasers and Mortgagees and, during the last nine (9) months of the Lease Term, prospective tenants. Except in
the case of emergencies, so long as no uncured Default exists, Tenant shall have the right to have a representative of Tenant
accompany Landlord when Landlord enters the Leased Premises, provided that, so long as Landlord provides Tenant with the notice
required under this Lease, it is Tenant’s obligation to make sure that it has a representative available at the time of
Landlord’s entry into the Leased Premises, and Tenant’s failure to have a representative available at such time shall
not preclude Landlord from entering the Leased Premises. In addition, Tenant may designate one or more reasonably-sized areas
in the Leased Premises as secure areas (provided that such secure areas shall not include areas containing mechanical, electrical,
plumbing, or life-safety equipment that serves areas outside of the Leased Premises or the Building generally, to which Landlord
shall have unrestricted access), and, so long as Tenant shall have provided prior written notice to Landlord of the same, and
so long as no uncured Default exists, Landlord shall have no access to such secure areas during the Lease Term, except in the
case of an emergency.


 


(c) So
long as no uncured Default exists, except in the case of emergencies, Landlord shall comply with any reasonable security procedures
established by Tenant for visitors to the Leased Premises which are communicated to Landlord, provided that such security procedures
shall in no event prevent or unduly delay Landlord from exercising any right that it may have to enter into the Leased Premises.
In addition, Tenant shall be permitted to prohibit Landlord from taking photographs of Tenant’s fixtures, equipment, and
processes, except to the extent that such photographs are reasonably necessary in connection with the enforcement of this Lease
by Landlord.


 


(d) All
limitations and restrictions on Landlord’s access to the Leased Premises set forth in above in this Section 5.03
shall not apply to access by members of the police department, members of the fire department, first responders or other law enforcement
or emergency response personnel, and shall automatically terminate upon the expiration or earlier termination of this Lease or
of Tenant’s right to possession of the Leased Premises.


 


(e) Notwithstanding
anything contained in this Lease to the contrary, Landlord shall have the right to close or restrict access to all or any portion
of the Park (including, without limitation, the Building or the Leased Premises, or both) in the event of an emergency.


 


(f) Except
in the event of an emergency, Tenant shall have the right to prohibit third parties (excluding Landlord and its employees) from
entering into the Leased Premises unless such third parties execute and deliver to Tenant a non-disclosure agreement on Tenant’s
then-standard, commercially reasonable form used by Tenant at all of its locations nationwide; provided, however, that: (i) at
any time that an uncured Default exists, such prohibition shall not apply to any of Landlord’s agents, representatives,
or contractors; (ii) if any contractor or other party retained by Landlord to perform any of Landlord’s obligations under
this Lease refuses to sign such non-disclosure agreement, then, notwithstanding anything contained in this Lease to the contrary,
Landlord shall be granted such additional time to perform its obligations as may be necessary to find a party to perform the applicable
obligation that is acceptable to Landlord and that is willing to sign such non-disclosure agreement; and (iii) in no event shall
Tenant enforce such prohibition in any manner that would be a violation of any applicable Laws.


 






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Section
5.04. Signage.


 


(a) Except
as set forth in Section 5.04(b) below, Tenant shall not paint, display, inscribe, maintain or affix any sign, placard, picture,
advertisement, name, notice, lettering or direction outside of the Leased Premises, or on or in any part of the inside of the
Leased Premises which can be seen from the outside of the Leased Premises, without first receiving Landlord’s prior written
consent, which may be granted or withheld in Landlord’ sole and absolute discretion. Any Tenant signage shall comply with
Laws. Landlord reserves the right to remove at Tenant’s expense all unapproved sign matter.


 


(b) Subject
to the terms of this Section 5.04(b), so long as no Default exists, Tenant shall have the right to: (i) install and maintain a
sign on the façade of the Building (the “Façade Sign”); and (ii) place its name and logo
on one (1) standard-size panel of the multi-tenant monument sign for the Building that exists as of the date of this Lease (the
“Existing Monument Sign”). The exterior signs that Tenant is permitted to install and maintain under
this Section 5.04(b) are sometimes herein referred to collectively as the “Exterior Signs” (each, an “Exterior
Sign”). Tenant shall be solely responsible for the cost of the installation, design, manufacture, maintenance and
removal of the Façade Sign and Tenant’s name and logo for the Existing Monument Sign, and for obtaining all government
approvals and permits, if any, required in connection with either such sign. The inability of Tenant to obtain approval and all
necessary permits from the appropriate governmental authorities shall not constitute a default by Landlord under this Lease or
entitle Tenant to cancel or otherwise terminate this Lease. The location, size, method of installation, design, color scheme and
all other aspects of the Exterior Signs shall be subject to Landlord’s prior written approval; provided, however, that the
general aesthetic design shown on Exhibit E attached hereto and by this reference made a part hereof is hereby approved
by Landlord for the Exterior Signs. Upon expiration or earlier termination of this Lease, or at any earlier date upon which a
Default occurs, Tenant shall, at its sole cost and expense, remove the Exterior Signs and repair any damage caused by the installation,
maintenance or removal thereof. Tenant acknowledges that its rights under this Section 5.04(b) are non-exclusive. Without limiting
the generality of the foregoing, Landlord may grant other tenants or third parties rights to place their names and/or logos on
the Existing Monument Sign or to have signage on the roof or other exterior portions of the Building or Park, or both. Landlord
shall have the right to install one or more additional monument signs outside the Building for use by other tenants, and nothing
contained in this Lease shall be deemed to grant Tenant any rights with respect thereto. Any changes that Tenant desires to make
to any of its signage under this Section 5.04(b) (whether in connection with an assignment of this Lease or otherwise) shall be
subject to the same Landlord approval requirements set forth above with respect to the initial signage, and all costs thereof
shall be borne by Tenant.


 


Section
5.05. Parking. Subject to the terms of this Lease (including, without limitation, any Rules and Regulations pertaining
thereto), Tenant shall be entitled to the exclusive use of, and to permit its employees, agents, representatives, contractors,
and invitees to use, not more than four hundred eighteen (418) striped parking spaces located in the portion of the Building’s
parking facilities shown on Exhibit F attached hereto and made a part hereof (the “Parking Lot”).
Tenant shall have the right to designate any of such parking spaces in the Parking Lot as reserved spaces with advance written
notice to Landlord, and provided that Landlord shall have the right to approve the aesthetic appearance of any signage in connection
therewith. Tenant shall have no right to use, and shall not use, and shall not allow its employees, agents, representatives, contractors,
or invitees to use, any parking areas of the Park other than the Parking Lot. Without limiting the generality of the foregoing,
Tenant agrees that its employees will not park in any spaces designated visitor parking. No vehicle may be repaired or serviced
in any parking area and any vehicle brought into any parking area by Tenant, or any of Tenant’s employees, agents, representatives,
contractors, customers, guests or invitees, and deemed abandoned by Landlord will be towed and all costs thereof shall be borne
by Tenant. There shall be no parking permitted on any of the streets or roadways located within the Park.


 






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ARTICLE
6 - UTILITIES AND OTHER BUILDING SERVICES


 


Section
6.01. Services to be Provided. Landlord shall furnish to Tenant, except as noted below, the following utilities and
other services:


 


(a) Sewer
service to the Leased Premises;


 


(b) Trash
dumpster services at a location to be determined by Landlord for Tenant’s use in common with other Building occupants; and


 


(c) Repair
and maintenance to the extent expressly specified elsewhere in this Lease.


 


Landlord
shall have no obligation to provide any services in addition to or different from the services that Landlord is expressly obligated
to provide under this Section 6.01. However, if Tenant requests any such additional or different services, and if Landlord
elects to provide such services, Tenant shall reimburse Landlord at rates reflecting Landlord’s actual cost to provide such
services, plus Landlord’s then-current standard administrative charge therefor (which administrative charge shall be subject
to change from time to time).


 


Section
6.02. Payment for Utilities and Services. Except as expressly set forth in Section 6.01 above, Tenant shall
arrange, directly with the providers thereof, for the provision of all utilities and other services to the Leased Premises (including,
but not limited to, gas, electricity, water, fuel, telecom, and gas), and shall promptly pay all charges for utilities and other
services furnished to the Leased Premises by the applicable utility company or service provider. Without limiting the generality
of the foregoing, Tenant shall furnish, at Tenant’s sole expense, regularly scheduled janitorial service for the Leased
Premises five (5) days per week, exclusive of holidays, in a manner that is consistent with comparable buildings in the vicinity
of the Building. All utilities furnished to the Leased Premises shall be separately metered, and Tenant shall contract directly
with the applicable utility company for the provision of such utility services, and all charges therefor will be invoiced to and
paid directly by Tenant. If Tenant does not pay any utility or service charges in a timely manner, Landlord may (but shall not
be obligated to do so) pay and collect said charges from Tenant as Additional Rent. Tenant shall not conduct any operation or
install any equipment which may exceed or overburden the capacity of any utility facilities serving the Leased Premises. However,
to the extent that the Approved Construction Drawings specifically call for the installation of electrical or other utility infrastructure
as part of the initial Landlord’s Work, Landlord acknowledges that use of such infrastructure to its capacity (but not beyond
such capacity) will not be deemed to overburden the capacity of such infrastructure. Should any of Tenant’s operations or
equipment require additional utility facilities, and if Landlord consents to the installation thereof, Tenant may install such
facilities at Tenant’s expense pursuant and subject to the terms of Section 7.03 of this Lease, provided that such
installations and facilities comply with all requirements of the insurance underwriters and any governmental authority having
jurisdiction there over. Tenant acknowledges that Tenant will have the ability to control the HVAC equipment serving the Leased
Premises through the use of one or more thermostats within the Leased Premises.


 






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Section
6.03. Interruption of Services. Landlord does not represent or warrant that any of the services referred to above will
be free from interruption and Tenant acknowledges that any one or more of such services may be suspended by reason of accident,
repairs, inspections, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of
law, or causes beyond the reasonable control of Landlord. The rental herein reserved shall not be abated by reason of any interruption,
reduction or discontinuance of service (except as expressly set forth below in this Section 6.03), nor will any such event or
occurrence be deemed an eviction or disturbance of Tenant’s use and possession of the Leased Premises, or any part thereof,
by Landlord, nor, except as may otherwise be expressly set forth herein, will any such event or occurrence render Landlord liable
to Tenant for damages or relieve Tenant from performance of Tenant’s obligations under this Lease. Furthermore, Landlord
shall be entitled to cooperate voluntarily in a reasonable manner with the efforts of national, state or local governmental agencies
or utilities suppliers in reducing consumption of energy, water or any other resources, so long as the operation of Tenant’s
business in and from the Leased Premises is not materially, adversely affected thereby. In the event of any failure to furnish,
or any stoppage of, any of the “Critical Services” (as hereinafter defined) for a period in excess of five (5) consecutive
business days, and if: (a) such interruption is restricted to the Building and is not a neighborhood blackout; (b) such failure
to furnish or stoppage is caused by the sole negligence or willful misconduct of Landlord or by the failure of Landlord to commence
and diligently pursue repairs for which Landlord is responsible under this Lease; (c) such interruption results in the Leased
Premises becoming untenantable; and (d) Tenant actually ceases to occupy the Leased Premises as a result thereof, Tenant shall
be entitled to an abatement of Minimum Annual Rent and the Annual Rental Adjustment which shall commence on the sixth (6th) business
day (and shall not be retroactive) and shall continue for the remainder of the period of such failure to furnish or stoppage of
such specified services. As used in this Section 6.03, the “Critical Services” are: electricity, HVAC,
and water service. If any Critical Services are interrupted, to the extent that Landlord is responsible for remedying the conditions
that caused such interruption under the terms of this Lease, Landlord shall use commercially reasonable efforts to remedy such
conditions as soon as reasonably practicable after notice from Tenant.


 


ARTICLE
7 - REPAIRS, MAINTENANCE AND ALTERATIONS


 


Section
7.01. Repair and Maintenance of Building. As used herein: (a) the term “Building Systems”
means the mechanical, electrical, plumbing (including water, sanitary sewer, and storm sewer), sprinkler, security, life-safety,
and other service systems or facilities of the Building (including pipes, wires, conduits, and utility lines), including portions
thereof located outside of the Building, up to the point of connection of localized distribution to the Leased Premises (excluding,
however, supplemental or other systems exclusively serving the Leased Premises, as well as sprinklers and the horizontal distribution
systems within and servicing the Leased Premises and by which mechanical, electrical, plumbing, sanitary, heating, ventilating
and air conditioning, security, life-safety and other service systems are distributed from the Building feeders, panelboards,
etc. for provision of such services to the Leased Premises); and (b) the term “Branch Systems” means
mechanical, electrical, plumbing, sanitary, sprinkler, HVAC, security, life safety and other service systems and facilities serving
only the Leased Premises (and not any other tenant’s premises), up to the point of connection with Building Systems. Landlord
shall keep and maintain in good condition and repair (including any necessary replacements) the Common Areas located within the
Building Project and the following portions of the Building: the foundations, the exterior paint, the Building Systems, and the
structural systems of the base Building (both interior and exterior), including, without limitation, the roof, roof membrane,
roof drains, roof covering, load bearing walls, columns, lintels, beams, footings, floor slabs, and masonry walls. However, Landlord
shall have no obligation to repair, maintain, or replace any heating, ventilating and air conditioning (“HVAC”)
systems. As used in this Section 7.01, “exterior walls” shall exclude Building fronts, plate glass, window cases, or
window frames, doors or door frames, security grilles, and similar enclosures. The cost of such repairs, replacements and maintenance
shall be included in Operating Expenses to the extent provided in Section 3.02; provided however, that to the extent any
such repairs, replacements or maintenance are required because of the negligence, misuse or default of Tenant, its employees,
agents, contractors, customers, or invitees, Landlord shall make such repairs at Tenant’s sole expense.


 






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Section
7.02. Repair and Maintenance of Leased Premises. Excepting only Landlord’s obligations under Section 7.01
above, Tenant shall, at its own cost and expense, maintain the Leased Premises in good condition, regularly servicing and
promptly making all repairs and replacements, and providing all maintenance, thereto, including, without limitation, all HVAC
systems and Branch Systems serving the Leased Premises, all supplemental or other systems serving the Leased Premises, and all
plate glass, floors, windows, doors, dock doors, and dock equipment. Tenant shall obtain and maintain continuously throughout
the Lease Term a preventive maintenance contract on the HVAC system with a licensed HVAC contractor and shall provide Landlord
with a copy thereof. The preventive maintenance contract and such contractor shall be subject to Landlord’s prior written
approval, which shall not be unreasonably withheld, conditioned, or delayed. If, for any reason, within five (5) business days
after Tenant’s request, Landlord fails to object to or approve such contract or contractor, such contract and contractor
shall be deemed disapproved by Landlord. Furthermore, the preventive maintenance contract shall meet or exceed Landlord’s standard
maintenance criteria, and shall provide for the inspection and maintenance of the HVAC system at least once per calendar quarter.


 


Section
7.03. Alterations.


 


(a) Tenant
shall be entitled to make non-structural, cosmetic alterations to the Leased Premises costing in the aggregate not in excess of
$100,000.00 per calendar year without Landlord’s consent, as long as such alterations: (i) do not involve structural portions
of the Leased Premises or Building; (ii) do not involve Building systems (including, but not limited to, HVAC systems, life safety
systems, electrical and plumbing systems); (iii) do not involve excess noise or fumes of any type; and (iv) are not visible from
outside of the Leased Premises (“Cosmetic Alterations”). Tenant shall provide not less than ten (10) days’ prior
written notice to Landlord of Tenant’s intention to perform any Cosmetic Alterations, which notice shall include a reasonable
description of the nature of the Cosmetic Alterations to be performed and the plans and specifications therefor, if any, a list
of contractors and subcontractors to perform the work (and certificates of insurance for each such party), the anticipated time
of commencement and the anticipated time of completion. Except for Cosmetic Alterations, Tenant shall not permit alterations in
or to the Leased Premises unless and until Landlord has approved the plans therefor in writing. Provided that the criteria set
forth in clauses (i) through (iv) above in this paragraph are met, Landlord will not unreasonably withhold, condition or delay
its approval. If Landlord fails to respond to any request by Tenant for approval of any alterations within five (5) business days
after its receipt of such request, Landlord shall be deemed to have disapproved such alterations. However, if Landlord is deemed
to have disapproved such alterations by reason of Landlord’s failure to timely notify Tenant in writing of Landlord’s
approval or disapproval, Tenant may provide Landlord with written notice of such failure to respond (the “Second Notice”),
which, in order to be effective, must clearly, conspicuously and in bold type face set forth the following statement at the top
of the first page of the Second Notice: “SECOND NOTICE! THE FAILURE OF LANDLORD TO RESPOND WITHIN FIVE (5) BUSINESS DAYS
AFTER THE RECEIPT OF THIS SECOND NOTICE BY LANDLORD SHALL BE DEEMED TO BE APPROVAL OF THE PROPOSED ALTERATIONS.” If Landlord
should fail to notify Tenant in writing of its election as to such proposed alterations within five (5) business days after receipt
of such Second Notice, Landlord shall be deemed to have approved the applicable alterations. If Tenant undertakes any alternations
without Landlord’s consent that do, in fact, require such consent, without limiting any other remedy available to Landlord,
Landlord shall have the right to cause Tenant to remove such alterations. Tenant shall ensure that all alterations shall be made
in accordance with all applicable Laws, in a good and workmanlike manner and of a quality at least equal to the quality of the
original construction of the Building. In the event that Tenant makes any alterations, prior to the commencement thereof, Tenant
shall provide Landlord with evidence that Tenant’s general contractor carries commercial general liability insurance (including
property damage coverage), worker’s compensation insurance, and “Builder’s Risk” insurance in an amount
reasonably approved by Landlord covering the construction of such alterations, and such other insurance as Landlord may reasonably
require. In addition, Landlord may, in its discretion, require Tenant to obtain lien, payment, and performance bonds, or some
alternate form of security reasonably satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such
alterations and naming Landlord and any Mortgagee as co-obligees. No person shall be entitled to any lien derived through or under
Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute
Landlord’s consent to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been
done for or materials claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record or bonded
over within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees
in connection with any construction or alteration and any related lien. Tenant, at its expense, shall, as and when required, promptly
obtain certificates of partial and final approval of such alterations required under any Laws and shall furnish Landlord with
copies thereof, together with “as-built” plans and specifications for such alterations, using customary naming conventions
and other features provided for by the American Institute of Architects (or such other naming conventions as Landlord may accept).
The parties acknowledge that: (A) the mere placement of Tenant’s machinery and other movable trade fixtures within the Leased
Premises, and any changes specifically to such items, shall not be considered “alterations” for purposes of this Section
7.03(a); and (B) the performance of Landlord’s Work shall be governed by the Work Letter, not this Section 7.03(a).


 






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(b) Subject
to Section 7.04 below, unless Tenant receives written approval from Landlord, at the time Landlord approves such alterations,
to surrender such alterations with the Leased Premises (which Tenant may request at such time), Landlord may, by written notice
to Tenant, require Tenant, at Tenant’s expense, to remove the Landlord’s Work and/or any alterations, and to repair
any damage to the Leased Premises and/or the Building caused by such removal. However, notwithstanding the foregoing, Tenant shall
not be required to remove any customary general office installations (as opposed to alterations, leasehold improvements or physical
additions which are not standard office installations, such as, without limitation, kitchens, pantries, raised computer floors,
computer rooms, data centers, safe deposit boxes, vaults, libraries or file rooms requiring reinforcement of floors, floor slab
penetrations, and other alterations and/or leasehold improvements of a similar character, and as opposed to alterations, leasehold
improvements or physical additions which relate to non-office uses).


 


Section
7.04. Pits.


 


(a) Tenant
intends to create “pits” in the floor slab of the Leased Premises to house Tenant’s equipment. Tenant shall
be permitted to perform work related to the installation of such pits pursuant and subject to the terms of Section 7.03
above, except that, notwithstanding anything contained in Section 7.03 above to the contrary: (i) all plans and specifications
for such work, as well as all architects, engineers, and contractors engaged by Tenant in connection therewith, shall be subject
to Landlord’s approval in its sole and absolute discretion; (ii) Landlord shall have the right to supervise and direct (or
to retain a third party to supervise and direct on Landlord’s behalf) all or any portion of such work, and Tenant shall
fully cooperate with Landlord in connection therewith, including, without limitation, causing Tenant’s architects, engineers,
and contractors to comply with Landlord’s instructions and directives; and (iii) Tenant shall reimburse Landlord for all
reasonable costs actually incurred by Landlord in connection with such work. In addition, Landlord may, in its discretion, require
Tenant to obtain lien, payment, and performance bonds, or some alternate form of security satisfactory to Landlord, in an amount
sufficient to ensure the lien-free completion of such work, and naming Landlord and any Mortgagee as co-obligees. Notwithstanding
anything contained in this Lease to the contrary, on or before the expiration or earlier termination of this Lease, Tenant shall
remove Tenant’s equipment from such pits, shall fill in such pits, and shall make all repairs to the floor slab of the Leased
Premises that may be necessary to restore the floor slab to its condition prior to the installation of such pits. All such work
shall be performed using methods and materials, and otherwise in a manner, reasonably acceptable to Landlord. If Tenant fails
to timely perform its repair and restoration work under this Section 7.04(a), then, without limiting any other remedy available
to Landlord, Landlord may perform such obligations, and, in such event, Tenant shall reimburse Landlord for all reasonable costs
actually incurred by Landlord in connection therewith. Tenant’s obligations under this Section 7.04(a) shall survive
the expiration or earlier termination of this Lease.


 






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(b) Tenant
may perform the installation work contemplated by Section 7.04(a) above while Landlord is performing the Landlord Work
pursuant and subject to the terms of Section 2.06 of this Lease.


 


ARTICLE
8 - INDEMNITY AND INSURANCE


 


Section
8.01. Release. All of Tenant’s equipment, trade fixtures, merchandise, inventory, special fire protection equipment,
telecommunication and computer equipment, supplemental air conditioning equipment, kitchen equipment and other personal property
located in or about the Leased Premises, the Building or the Common Areas, which is deemed to include the trade fixtures, merchandise,
inventory and personal property of others located in or about the Leased Premises or Common Areas at the invitation, direction
or acquiescence (express or implied) of Tenant (all of which property shall be referred to herein, collectively, as “Tenant’s
Property”), shall be and remain at Tenant’s sole risk. Landlord shall not be liable to Tenant or to any other person
for, and Tenant hereby releases Landlord (and its affiliates, property managers, and Mortgagees) from: (a) any and all liability
for theft of or damage to Tenant’s Property; and (b) any and all liability for any injury to Tenant or its employees, agents,
representatives, contractors, customers, guests and invitees in or about the Leased Premises, the Building, the Common Areas,
or the Park, except to the extent that any of such loss or liability is caused by the negligence or willful misconduct of Landlord,
its agents, employees, or contractors. Nothing contained in this Section 8.01 shall limit (or be deemed to limit) the waivers
contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this
Section 8.01, the provisions of Section 8.06 shall prevail. This Section 8.01 shall survive the expiration
or earlier termination of this Lease.


 


Section
8.02. Indemnification by Tenant. Tenant shall protect, defend, indemnify, and hold harmless Landlord, its agents, and
employees from and against any and all claims, damages, demands, penalties, costs, liabilities, losses, and expenses (including
reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent arising out of or relating to: (a) the
negligence, or willful misconduct of Tenant or Tenant’s agents, representatives, guests, employees, contractors, customers, or
invitees; (b) bodily injury or property damage result from risk or attributes specifically associated with Tenant’s Property;
(c) any other act or occurrence within the Leased Premises, (d) any transaction related to the tax incentives contemplated by
Article 21 of this Lease; or (e) any breach of this Lease by Tenant, in all such cases except to the extent caused by the negligence
or willful misconduct of Landlord, its agents, employees, or contractors. Nothing contained in this Section 8.02 shall
limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions
of Section 8.06 below and this Section 8.02, the provisions of Section 8.06 shall prevail. This Section
8.02 shall survive the expiration or earlier termination of this Lease.


 


Section
8.03. Indemnification by Landlord. Landlord shall protect, defend, indemnify, and hold harmless Tenant, its agents,
and employees from and against any and all claims, damages, demands, penalties, costs, liabilities, losses and expenses (including
reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent arising out of or relating to: (a) any
negligence or willful misconduct of Landlord or Landlord’s agents, representatives, employees, or contractors; or (b) any breach
of this Lease by Landlord, in all such cases except to the extent caused by the negligence or willful misconduct of Tenant, its
agents, employees or contractors. Nothing contained in this Section 8.03 shall limit (or be deemed to limit) the waivers
contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this
Section 8.03, the provisions of Section 8.06 shall prevail. This Section 8.03 shall survive the expiration
or earlier termination of this Lease.


 






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Section
8.04. Tenant’s Insurance.


 


(a) During
the Lease Term (and any period of early entry or occupancy or holding over by Tenant, if applicable), Tenant shall maintain the
following types of insurance, in the amounts specified below:


 


(i)
 Liability Insurance. Commercial General Liability Insurance, ISO Form CG 00 01,
or its equivalent, covering Tenant’s use of or occupancy at the Leased Premises against claims for bodily injury or death or property
damage, which insurance shall be primary and non-contributory and shall provide coverage on an occurrence basis with a per occurrence
limit of not less than $5,000,000 for each policy year, which limit may be satisfied by any combination of primary and excess
or umbrella per occurrence policies.


 


(ii) Property
Insurance. Special Form Insurance in the amount of the full replacement cost of Tenant’s Property, all alterations or additions
performed by or for Tenant pursuant hereto, and all other leasehold improvements (but excluding the roof, life-safety system,
exterior walls, foundation, and structural frame of the Building), which insurance shall waive coinsurance limitations. Any insurance
provided for in this Section 8.04(a)(ii) may be maintained by means of a policy or policies of blanket insurance, covering
additional items or locations or insureds, provided, however, that: (A) such blanket insurance shall be written on an occurrence
basis; and (B) the requirements set forth in this Section 8.04 are otherwise satisfied.


 


(iii) Worker’s
Compensation Insurance. Worker’s Compensation insurance in amounts required by applicable Laws; provided, if there is no statutory
requirement for Tenant, Tenant shall still obtain Worker’s Compensation insurance coverage.


 


(iv) Business
Interruption Insurance. Business Interruption Insurance with limits not less than an amount equal to twelve (12) months’
rent hereunder.


 


(v) Automobile
Insurance. Commercial Automobile Liability Insurance insuring bodily injury and property damage arising from all owned, non-owned
and hired vehicles, if any, with minimum limits of liability of $1,000,000 combined single limit, per accident.


 


(vi) Pollution
Liability Insurance. Pollution Liability Insurance for bodily injury, property damage and environmental damage caused by pollution
incidents arising from the Leased Premises. The policy will also cover emergency response expenses that are required to contain
and remediate the contamination onsite where there is a legal obligation to do so. Minimum liability limits shall be $1,000,000.
Coverage shall include: First Party Onsite Cleanup, Third Party Bodily Injury/Property Damage, Offsite Cleanup for both new and
pre-existing conditions, Sudden & Accidental and Gradual Pollution incidents, Emergency Response Expense coverage, coverage
for business interruption, and Illicit Abandonment Coverage


 






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(b) All
insurance required to be carried by Tenant hereunder shall (i) be issued by one or more insurance companies reasonably acceptable
to Landlord, authorized to do business in the State in which the Leased Premises is located and having an AM Best’s rating of
A- VII or better, and (ii) provide that said insurer shall endeavor to provide thirty (30) days prior notice if coverage is materially
changed, canceled or permitted to lapse. In addition, Tenant shall name Landlord and any other parties in interest from time to
time designated by Landlord to Tenant as loss payee under all property policies required to be maintained by Tenant under this
Lease (except for any policies covering only Tenant’s Property), and shall name Landlord, Landlord’s managing agent, and
any Mortgagee requested by Landlord as additional insureds under all liability, excess and umbrella policies required to be maintained
by Tenant under this Lease (but only to the extent of the limits required hereunder). On or before the Commencement Date (or the
date of any earlier entry or occupancy by Tenant), and thereafter, prior to the expiration of each such policy, Tenant shall furnish
Landlord with certificates of insurance in the form of ACORD 25 (or other evidence of insurance reasonably acceptable to Landlord),
evidencing all required coverages, and that with the exception of Workers’ Compensation insurance, such insurance is primary and
non-contributory. Upon Tenant’s receipt of a request from Landlord, Tenant shall provide Landlord with all endorsements, as well
as evidence reasonably acceptable to Landlord that Tenant is carrying the coverages required hereunder. If Tenant fails to carry
such insurance and furnish Landlord with such evidence, Landlord may obtain such insurance on Tenant’s behalf and Tenant shall
reimburse Landlord upon demand for the cost thereof as Additional Rent. Landlord reserves the right from time to time to require
Tenant to obtain higher minimum amounts or different types of insurance if it becomes customary for other landlords of similar
buildings in the area to require similar sized tenants in similar industries to carry insurance of such higher minimum amounts
or of such different types.


 


Section
8.05. Landlord’s Insurance. During the Lease Term, Landlord shall maintain the following types of insurance, in the
amounts specified below (the cost of which shall be included in Operating Expenses):


 


(a) Liability
Insurance. Commercial General Liability Insurance, ISO Form CG 00 01, or its equivalent, covering the Common Areas against
claims for bodily injury or death and property damage, which insurance shall provide coverage on an occurrence basis with a per
occurrence limit of not less than $5,000,000 for each policy year, which limit may be satisfied by any combination of primary
and excess or umbrella per occurrence policies.


 


(b) Property
Insurance. Special Form Insurance in the amount of the full replacement cost of the Building, including, without limitation,
the roof, life-safety system, exterior walls, foundation, and structural frame of the Building, but excluding Tenant’s Property
and any other items required to be insured by Tenant pursuant to Section 8.04 above.


 


Section
8.06. Waiver of Subrogation. Notwithstanding anything contained in this Lease to the contrary: (a) Landlord and Tenant
shall each have included in all policies of property insurance (including, without limitation, business interruption insurance)
respectively obtained by them covering the Leased Premises, the Building or any contents therein (or any combination of the foregoing),
and in all policies of liability insurance respectively obtained by them, a waiver by the insurer of all right of subrogation
against the other in connection with any loss or damage thereby insured against; and (b) Tenant shall have included in its Worker’s
Compensation insurance policy a waiver by the insurer of all right of subrogation against Landlord. Any additional premium for
such waiver shall be paid by the primary insured. To the full extent permitted by law, Landlord and Tenant each waives all right
of recovery against the other, and agrees to release the other from liability, for loss or damage to the extent such loss or damage
is covered by valid insurance, in effect covering the party seeking recovery at the time of such loss or damage, or would be covered
by the insurance required to be maintained under this Lease by the party seeking recovery. If the release of either party, as
set forth above, should contravene any law with respect to exculpatory agreements, the liability of the party in question shall
be deemed not released but shall be secondary to the liability of the other’s insurer.


 


ARTICLE
9 - CASUALTY


 


Section
9.01. Total Destruction. If the Building should be totally destroyed by fire, tornado or other casualty, either Landlord
or Tenant may terminate this Lease by notice to the other party within thirty (30) days after the occurrence of such destruction,
and this Lease shall expire on the thirtieth (30th) day after the date of such notice.


 






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Section
9.02. Partial Destruction.


 


(a) If
the Building should be damaged to the extent that, in Landlord’s reasonable judgment, repair would not be economically feasible;
or that rebuilding or repairs cannot, in Landlord’s estimation, be completed within two hundred ten (210) days after the
date of such damage; or if the insurance proceeds remaining after any required payments to Mortgagees are insufficient to repair
such damage or destruction, Landlord shall have the right, at Landlord’s option, to terminate this Lease by giving Tenant
written notice of such termination within sixty (60) days after the date of such casualty, and the Rent shall be apportioned and
paid to the date on which possession is relinquished or the date of such damage, whichever last occurs, and Tenant shall promptly
vacate the Leased Premises according to such notice of termination.


 


(b) If
the Building should be damaged by any peril covered by the insurance to be provided by Landlord under Section 8.05 above,
but only to such extent that rebuilding or repairs are, in Landlord’s estimation, economically feasible and can be completed
within two hundred ten (210) days after the date of such damage and the proceeds of such insurance, after deducting any required
payments to Mortgagees, are sufficient for such rebuilding or repairs, then, unless this Lease is terminated by either Landlord
or Tenant pursuant to an express termination right under this Article 9, this Lease shall not terminate, and Landlord shall at
its sole cost and expense thereupon proceed with reasonable diligence to rebuild and repair the Building to substantially the
condition in which it existed prior to such damage, except that Landlord shall not be required to rebuild, repair or replace any
of the leasehold improvements, partitions, fixtures, additions and other improvements which may have been placed in, on or about
the Leased Premises. If Tenant does not occupy the Leased Premises during the period of such repairs, then during such period,
Landlord shall regularly communicate with Tenant regarding the progress of such repairs so that Tenant can reasonably plan for
the recommencement of Tenant’s occupancy of the Leased Premises. If the Leased Premises are untenantable in whole or in
part following such damage, the Rent payable hereunder during the period in which the Leased Premises are untenantable shall be
reduced to such extent as may be fair and reasonable under all of the circumstances.


 


Section
9.03. Tenant’s Obligations. Tenant shall be obligated to repair and restore all leasehold improvements, alterations
and additions situated in or about the Leased Premises in the event of any damage or destruction thereto by any peril covered
by the provisions of this Article 9; provided, however, that, if this Lease is terminated under this Article 9,
then, in lieu of repairing and restoring such items, Tenant shall promptly pay to Landlord all insurance proceeds received by
Tenant for the damage or destruction pertaining to such items. Tenant shall use commercially reasonable efforts to obtain such
proceeds from its insurer(s). Tenant’s obligations under this Section 9.03 shall survive the expiration or earlier
termination of this Lease.


 


Section
9.04. Termination.


 


(a) Notwithstanding
anything herein to the contrary, in the event any Mortgagee requires that the insurance proceeds be applied to the indebtedness
due such Mortgagee, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to
Tenant within fifteen (15) days after such requirement is made by any such Mortgagee, whereupon all rights and obligations hereunder
shall cease and terminate.


 






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(b) If
any damage under this Article 9 renders all or a “Substantial Portion” (as hereinafter defined) of the Leased Premises
untenantable, and if Landlord does not exercise any right that it may have to terminate this Lease, Landlord shall, not more than
sixty (60) days after the occurrence of such damage, provide Tenant with a reasonable estimate from an independent architect or
contractor of the length of time that will be required to substantially complete the repair and restoration of the Leased Premises
to the extent such repair and restoration are the obligation of Landlord hereunder, and shall by notice advise Tenant of such
estimate. If it is so estimated that the amount of time required to substantially complete such repair and restoration of the
Leased Premises will exceed two hundred ten (210) days from the date such damage occurred, then Tenant shall have the right to
terminate this Lease as of the date of notice of such election by giving notice to Landlord at any time within twenty (20) days
after Landlord gives Tenant the notice containing said estimate. If this Lease is not terminated in connection with such damage,
Landlord will fulfill its repair and restoration obligations under this Article 9. However, Landlord shall have no liability to
Tenant, and Tenant shall not be entitled to terminate this Lease (except as hereinafter provided), if such repairs and restoration
are not in fact completed within the estimated time period provided by Landlord, as aforesaid, or within said two hundred ten
(210) days. However, if such repairs and restoration are not completed by a date (the “Outside Date”)
which is twelve (12) months after the date of such fire or other casualty [or ninety-five (95) days after the expiration of the
time period estimated by Landlord as aforesaid, if longer than two hundred ten (210) days and neither party terminated the Lease
as permitted], which Outside Date shall be extended (as to Tenant’s ability to terminate the Lease only) by all periods
of delay attributable to Force Majeure and/or the acts or omissions of Tenant, or Tenant’s agents, employees or contractors,
then either party may terminate this Lease effective as of the date of notice of such election, by giving written notice to the
other party within the thirty (30) day period after such Outside Date, as extended as aforesaid, but prior to substantial completion
of repair or restoration. As to Tenant’s right to terminate, a Force Majeure extension of the Outside Date (but not an extension
due to the acts or omissions of Tenant, or Tenant’s agents, employees or contractors) shall be limited to a maximum of twelve
(12) months. As used herein, the phrase “Substantial Portion” of the Leased Premises means more than
fifty percent (50%) of the Rentable Area of the Leased Premises.


 


(c) Notwithstanding
anything to the contrary in this Article 9, if any damage during the final twelve (12) months of the Lease Term renders the Leased
Premises wholly untenantable, either Landlord or Tenant may terminate this Lease by notice to the other party within thirty (30)
days after the occurrence of such damage, and this Lease shall expire on the thirtieth (30th) day after the date of such notice.
For purposes of this Section 9.04(c), the Leased Premises shall be deemed wholly untenantable if Tenant shall be precluded
from using more than fifty percent (50%) of the Leased Premises for the conduct of its business and Tenant’s inability to
so use the Leased Premises is reasonably expected to continue for more than ninety (90) days.


 


 


ARTICLE
10 - EMINENT DOMAIN


 


If
the whole or any “Substantial Part” (as hereinafter defined) of the Leased Premises should be taken for any public
or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in
lieu thereof, either Landlord or Tenant may terminate this Lease effective as of the date on which the physical taking of the
Leased Premises shall occur, in which event the Rent shall be apportioned and paid to such date. If part of the Leased Premises
shall be taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent
domain, or by private purchase in lieu thereof, and this Lease is not terminated as provided above, this Lease shall not terminate
but the Rent payable hereunder during the unexpired portion of this Lease shall be reduced to such extent as may be fair and reasonable
under all of the circumstances. If part of Tenant’s Parking Lot shall be taken for any public or quasi-public use under
any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and there
are less than one hundred (100) parking spaces remaining in Tenant’s Parking Lot after such taking, then Tenant shall have
the right to terminate this Lease as of the date the condemning authority takes title or possession, whichever occurs first, by
giving written notice of such termination to Landlord not later than thirty (30) days after said date; provided, however, that
if Landlord is able to provide alternative parking arrangements within the Park so that, when combined with any then-remaining
parking within the Parking Lot, such alternative parking arrangements result in at least one hundred (100) parking spaces being
made available to Tenant, then Tenant shall have no right to terminate this Lease. All compensation awarded for any taking (or
the proceeds of private sale in lieu thereof) of the Leased Premises, the Building or other improvements, or any part thereof,
shall be the property of Landlord and Tenant hereby assigns its interest in any such award to Landlord; provided, however Landlord
shall have no interest in any award made to Tenant for loss of business, loss to Tenant’s Property, or relocation expenses
if a separate award for such items is made to Tenant. In no event shall Landlord be required under this Lease to incur any expenses
in excess of available proceeds from any taking contemplated hereby for the purposes of restoring the Building or the Leased Premises
after any such taking. As used in this Article 10, the phrase “Substantial Part” of the Leased
Premises means: (a) if the “Tenant” under this Lease is the original Tenant that executed this Lease or a party that
succeeded to the interest of such original Tenant by a Permitted Transfer, more than twenty percent (20%) of the production area
(i.e., the area where Tenant’s max machines are located) portion of the Leased Premises; and (b) if the “Tenant”
under this Lease is any other party, such portion of the Premises as would prevent or materially interfere with the use of or
access to the Leased Premises for the purpose for which they are being used.


 






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ARTICLE
11 - ASSIGNMENT AND SUBLEASE


 


Section
11.01. Assignment and Sublease.


 


(a) Except
for a Permitted Transfer, Tenant shall not, without the prior written consent of Landlord, which consent shall be granted or denied
in accordance with Section 11.01(b) below, assign this Lease, permit any assignment of this Lease or any interest hereunder
by operation of law or otherwise, sublet the Leased Premises or any part thereof, or enter into any license or concession agreements
or otherwise permit the occupancy or use of the Leased Premises or any part thereof by any persons other than Tenant and its employees.
In addition, Tenant shall not, without the prior written consent of Landlord, which may be withheld for any reason or for no reason,
in the sole and absolute discretion of Landlord, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to this
Lease or any interest hereunder. In the event of any permitted assignment or subletting: (i) Tenant shall remain primarily liable
hereunder; and (b) unless such assignment or subletting is a Permitted Transfer, any extension, expansion, rights of first offer,
rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or
effect. The acceptance of rent by Landlord from any other person or entity shall not be deemed to be a waiver of any of the provisions
of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. No assignment or sublease
shall relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease hereunder.


 






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(b) Notwithstanding
the provisions of Section 11.01(a) above, Landlord shall not unreasonably withhold, condition or delay its consent to an
assignment of this Lease in its entirety or to any subletting of the Leased Premises. By way of example and not limitation, Landlord
shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s reasonable opinion (i)
the Leased Premises are or may be in any way adversely affected thereby; (ii) the business reputation of the proposed assignee
or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations
of Tenant under this Lease, (iv) the prospective assignee or subtenant is a current tenant at the Park or is a bona-fide third-party
prospective tenant to which Landlord has made, or from which Landlord has received, a written offer or written request for proposal
concerning the leasing or use of space at the Park, (v) any Default shall have occurred and shall then be continuing, (vi) the
character of the business to be conducted or the proposed use of the Leased Premises by the proposed subtenant or assignee is
likely to: (a) increase Operating Expenses beyond those which would be incurred for use by Tenant or for use in accordance with
the standards of use of other tenancies in the Building and in parks and buildings that are similar to the Building and the Park
located in the greater Atlanta, Georgia area, (b) violate any provision or restrictions herein or in any other leases in the Park,
or (c) increase the demand for parking spaces beyond those required by Tenant under this Lease, (vi) such transfer will result
in more than two (2) tenants or subtenants, including Tenant, occupying the Leased Premises, (vii) any guarantor of this Lease
shall refuse to consent to such assignment or sublease, or refuse to agree in writing, in a manner satisfactory to Landlord, that
such transaction shall not affect such guarantor’s liability under its guaranty, (viii) the proposed subtenant or assignee
is a federal, state or local government, or an agency or instrumentality thereof, or is entitled, directly or indirectly, to diplomatic
or sovereign immunity, or (ix) the proposed subtenant or assignee is not subject to service of process in, and the jurisdiction
of the courts of, the State of Georgia. Landlord further expressly reserves the right to refuse to give its consent to any subletting
if the proposed rent is publicly advertised to be less than the rent publicly advertised for similar premises in comparable buildings
in the vicinity of the Building. The foregoing shall in no way limit Landlord’s ability to withhold or delay its consent
for any other reason which is reasonable under the circumstances. If Landlord refuses to give its consent to any proposed assignment
or subletting, unless such assignment or subletting is a Permitted Transfer, Landlord may, at its option, within thirty (30) days
after receiving a request to consent, terminate this Lease by giving Tenant thirty (30) days’ prior written notice of such termination,
whereupon each party shall be released from all further obligations and liability hereunder, except those which expressly survive
the termination of this Lease. If Landlord fails to approve or disapprove any assignment or sublease within fifteen (15) business
days after Tenant’s request for approval thereof, Landlord shall be deemed to have disapproved such assignment or sublease.
However, if Landlord is deemed to have disapproved such assignment or sublease by reason of Landlord’s failure to timely
notify Tenant in writing of Landlord’s election, Tenant may provide Landlord with written notice of such failure to respond
(the “Second Notice”), which, in order to be effective, must clearly, conspicuously and in bold type
face set forth the following statement at the top of the first page of the Second Notice: “SECOND NOTICE! THE FAILURE OF
LANDLORD TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER THE RECEIPT OF THIS SECOND NOTICE BY LANDLORD SHALL BE DEEMED TO BE A
CONSENT TO THE PROPOSED SUBLEASE OR ASSIGNMENT.” If Landlord should fail to notify Tenant in writing of its election as
to such sublease or assignment within five (5) business days after receipt of such Second Notice, Landlord shall be deemed to
have approved such assignment or sublease.


 


(c) If
Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of the rent payable under this Lease,
Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium” (as hereinafter defined) received by Tenant
from the transferee. “Transfer Premium” shall mean all rent, including additional rent, and other consideration payable
by such transferee, or any other entity or person related to, or affiliated with such transferee, in connection with the assignment
or sublease or such party’s occupancy of the Leased Premises or any part thereof in excess of the Rent payable by Tenant
under this Lease, on a per square foot basis if less than all of the Leased Premises is transferred, after deducting the reasonable
expenses incurred by Tenant for: (i) any changes, alterations and improvements to the transfer space in connection with the transfer;
(ii) any commercially reasonable out-of-pocket concessions provided to the transferee; and (iii) any commercially reasonable brokerage
commissions in connection with the transfer. The Transfer Premium shall also include, but not be limited to, key money, bonus
money or other cash consideration paid by the transferee, or any other entity or person related to, or affiliated with such transferee,
to Tenant in connection with the assignment or sublease, and any payment in excess of fair market value for services rendered
by Tenant to the transferee, or for assets, fixtures, inventory, equipment or furniture transferred by Tenant to the transferee
in connection with such assignment or sublease. Upon request by Landlord, Tenant shall provide to Landlord paid invoices and other
documents and information satisfactory to Landlord evidencing any expenses incurred by Tenant pursuant to the foregoing terms
of this Section 11.01(c). Whether or not Landlord consents to any proposed transfer, Tenant shall pay Landlord’s
review and processing fees, as well as any reasonable professional fees and expenses (including, without limitation, attorneys’,
accountants’, architects’, engineers’ and consultants’ fees and expenses) incurred by Landlord. If requested
by Landlord, such fees shall be due and payable to Landlord prior to Landlord’s execution of a consent to the proposed transfer.


 






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Section
11.02. Permitted Transfer. Notwithstanding anything contained in this Article 11 to the contrary, but subject
to compliance with all other provisions of this Lease, Tenant shall have the right, upon thirty (30) days’ prior written
notice to Landlord (the “Permitted Transfer Notice”), to assign this Lease or sublet the Leased Premises,
without Landlord’s consent, to a “Tenant Affiliate” or a “Permitted Successor” (both as hereinafter
defined), provided that: (a) with respect to a transfer to a Permitted Successor, the tangible net worth (exclusive of goodwill)
of the Permitted Successor is equal to or greater than Tenant’s net worth on the date of Landlord’s execution of this
Lease; (b) in the case of an assignment, the Tenant Affiliate or Permitted Successor shall unconditionally assume in writing,
and shall be deemed to have assumed, this Lease and shall be jointly and severally liable with Tenant for all payments and for
the due performance of all terms, covenants and conditions herein contained which are required to be paid and performed by Tenant;
(c) no assignment shall be binding upon Landlord unless such assignee shall deliver to Landlord an instrument containing a covenant
of assumption by such assignee, but the failure or refusal of such assignee to execute the same shall not release either the assignor
or such assignee from its liability as set forth herein effective upon the consummation of such assignment; (d) the Tenant Affiliate
or Permitted Successor (as applicable) shall have a good business reputation, as determined in Landlord’s reasonable judgment;
(e) with respect to a transfer to a Tenant Affiliate, the Tenant Affiliate remains an affiliate meeting the definition of “Tenant
Affiliate” for the duration of the subletting or the balance of the Lease Term in the event of an assignment, and neither
Tenant nor any guarantor of this Lease, or of any of the obligations of Tenant hereunder, are dissolved as a matter of law as
a consequence of the assignment or subletting or at any time thereafter; (f) no proposed assignment or sublease shall be effective
unless any guarantor of this Lease, or of any of the obligations of Tenant hereunder, consents to such assignment or sublease
and agrees in writing with Landlord that such transaction shall not affect such guarantor’s liability under its guaranty;
and (g) the primary purpose of such assignment or sublease is for legitimate business reasons unrelated to this Lease and such
assignment or sublease is not, in whole or in part, a subterfuge to avoid the obligations or restrictions set forth in this Lease.
Tenant shall provide, in the Permitted Transfer Notice, a financial statement and such other information for the Tenant Affiliate
or Permitted Successor (as applicable), to establish that the proposed assignment or sublease meets the requirements of this Section
11.02, and such other information as Landlord may reasonably require to assess compliance with these terms. No assignment
or subletting permitted by this paragraph shall relieve Tenant of its primary liability under this Lease. As used herein: (i)
the term “Tenant Affiliate” means any partnership, corporation or other entity which controls, is controlled
by, or is under common control with Tenant; (ii) the term “Permitted Successor” means any partnership,
corporation or other entity resulting from a merger or consolidation with Tenant, or any person or entity which acquires substantially
all the assets, ownership interests or stock of Tenant as a going concern; (iii) the term “control”
means ownership of at least fifty percent (50%) of the equity interests in, or the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of, the controlled entity; and (iv) the term “Permitted
Transfer” shall refer to any assignment or sublease to a Tenant Affiliate or Permitted Successor that does not require
Landlord’s consent under this Section 11.02.


 






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ARTICLE
12 - TRANSFERS BY LANDLORD


 


Section
12.01. Sale of the Building. Landlord shall have the right to sell the Building and Common Areas at any time during
the Lease Term, subject only to the rights of Tenant hereunder; and such sale shall operate to release Landlord from liability
accruing hereunder after the date of such conveyance.


 


Section
12.02. Estoppel Certificate. Within ten (10) business days following receipt of a written request from Landlord, Tenant
shall execute and deliver to Landlord, without cost to Landlord, an estoppel certificate in such form as Landlord may reasonably
request certifying: (a) that this Lease is in full force and effect and unmodified or stating the nature of any modification;
(b) the date to which rent has been paid; (c) that there are not, to Tenant’s knowledge, any uncured defaults or specifying such
defaults if any are claimed; and (d) any other matters or state of facts reasonably required respecting this Lease. Such estoppel
may be relied upon by Landlord and by any purchaser or Mortgagee of the Building.


 


Section
12.03. Subordination.


 


(a) Tenant
accepts this Lease as subject and subordinate to any recorded mortgages, deeds to secure debt, deeds of trust, ground leases and
other similar security instruments (each, a “Mortgage”) and encumbrances presently existing or hereafter
created upon the Leased Premises or Building, and all other encumbrances and matters of public record applicable to the Building
or Park or any part thereof presently existing or hereafter created upon the Leased Premises or Building, including without limitation,
any reciprocal easement or operating agreements, ground or underlying leases, covenants, conditions and restrictions, and all
amendments, modifications and restatements thereof, and all replacements and substitutions therefor. If any such Mortgage be foreclosed,
upon request of the holder thereof, Tenant will attorn to the purchaser at the foreclosure sale. The foregoing provisions are
declared to be self-operative and no further instruments shall be required to effect such subordination and/or attornment. Within
ten (10) business days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without
cost, any commercially reasonable instrument that Landlord deems reasonably necessary or desirable to confirm the subordination
of this Lease.


 


(b) Without
limiting the generality of Section 12.03(a) above, Tenant acknowledges that, in connection with the tax incentives contemplated
by Article 21 of this Lease, Landlord may be required to transfer title to the Building or Building Project to an instrumentality
of Henry County, which will then lease the Building or Building Project (as applicable) to Landlord (such lease being hereinafter
referred to as the “Development Authority Lease”). In such event, upon the consummation of the Development
Authority Lease: (i) this Lease shall become a sublease under the Development Authority Lease; and (ii) this Lease shall become
subject and subordinate to the Development Authority Lease. The foregoing provisions are declared to be self-operative and no
further instruments shall be required to effect the subordination of this Lease to the Development Authority Lease. However, within
ten (10) business days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without
cost, any commercially reasonable instrument that Landlord deems necessary or desirable to confirm the subordination of this Lease
to the Development Authority Lease. Should the Development Authority Lease be terminated prior to the expiration or earlier termination
of this Lease, then, upon the transfer of title to the Building Project back to Landlord, this Lease shall remain in effect as
a direct lease between Landlord and Tenant, and shall no longer be subject and subordinate to the Development Authority Lease.


 


(c) After
the full execution and delivery of this Lease, Landlord shall not voluntarily record as an encumbrance upon the Leased Premises,
the Building, and/or the Park any covenants, conditions, and restrictions relating to Leased Premises, the Building, and/or the
Park which have the effect of prohibiting Tenant’s use of the Leased Premises for the Permitted Use, or of materially modifying
any express rights granted to Tenant under this Lease with respect to use of the Leased Premises or the Parking Lot, or loading
or unloading or truck access. However, the recording of any instrument that may be required to effect the tax incentives contemplated
by Article 21 of this Lease shall in no event be deemed to be a breach of this Section 12.03(c).


 






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ARTICLE
13 - DEFAULT AND REMEDY


 


Section
13.01. Default. The occurrence of any of the following shall be a “Default”:


 


(a) Tenant
shall fail to pay any installment of the Rent herein reserved when due, or any other payment or reimbursement to Landlord required
herein when due, and such failure shall continue for a period of five (5) business days after Landlord gives Tenant written notice
of such past due Rent or other payment; or Tenant shall fail to pay Rent or any other payment required herein within five (5)
business days after the date due, at any time during a twelve (12) month period in which Tenant has already received two (2) previous
notices of its failure to pay Rent or other payments by the due date.


 


(b) Tenant
fails to perform or observe any other term, condition, covenant or obligation required under this Lease (other than those governed
by subsections (c) through (e) below) for a period of thirty (30) days after written notice thereof from Landlord; provided, however,
that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required to cure, then such default
shall be deemed to have been cured if Tenant commences such performance within said thirty (30) day period and actually completes
such performance within ninety (90) days after Landlord’s notice of the applicable failure.


 


(c) Tenant
shall fail to deliver any instrument or certificate required under Article 12 of this Lease within the applicable time
period therefor specified in such Article 12.


 


(d) Tenant
shall assign or sublet all or a portion of the Leased Premises in violation of the provisions of Article 11 of this Lease.


 


(e) All
or substantially all of Tenant’s assets in the Leased Premises or Tenant’s interest in this Lease are attached or levied under
execution (and Tenant does not discharge the same within sixty (60) days thereafter); a petition in bankruptcy, insolvency or
for reorganization or arrangement is filed by or against Tenant (and Tenant fails to secure a stay or discharge thereof within
sixty (60) days thereafter); Tenant is insolvent and unable to pay its debts as they become due; Tenant makes a general assignment
for the benefit of creditors; Tenant takes the benefit of any insolvency action or law; the appointment of a receiver or trustee
in bankruptcy for Tenant or its assets if such receivership has not been vacated or set aside within sixty (60) days thereafter;
or, dissolution or other termination of Tenant’s corporate charter if Tenant is a corporation.


 


(f) Failure
of Tenant to comply with any of the terms and provisions of Article 15 of this Lease relating to Hazardous Substances, and such
failure continues for more than two (2) business days after written notice from Landlord to Tenant requiring that Tenant correct
such failure.


 


Notwithstanding
anything contained in this Lease to the contrary, if Tenant breaches any non-monetary covenant, condition or agreement contained
herein on Tenant’s part to be kept or performed three (3) or more times within any twelve (12) month period, the third,
and each subsequent, breach during such twelve (12) month period shall constitute an immediate Default by Tenant under this Lease,
without the necessity of providing any notice, or any grace or cure period, to Tenant, and Landlord shall be entitled to immediately
exercise any remedy available under this Lease, at law or in equity. For the avoidance of doubt, any initial or second breach
of any non-monetary covenant, condition or agreement contained herein on Tenant’s part to be kept or performed during any
twelve (12) month period may ripen into a Default (which will entitle Landlord to exercise its remedies), but Landlord shall be
obligated to first provide Tenant with any applicable notice, and any applicable grace or cure period, that may be set forth in
this Lease; provided, however, that nothing contained in this paragraph shall be deemed to create any independent requirement
to provide notices, or grace or cure periods, other than or in addition to any such requirements that may be set forth elsewhere
in this Lease.


 






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Section
13.02. Remedies. Upon the occurrence of any Default which continues beyond any applicable notice and cure period under
this Lease, Landlord shall have the following rights and remedies, in addition to those stated elsewhere in this Lease and those
allowed by law or in equity, any one or more of which may be exercised without further notice to Tenant (provided, however, that
Landlord may not exercise any remedy in a manner that would violate any applicable Law):


 


(a) Landlord
may re-enter the Leased Premises and cure any such Default of Tenant, and Tenant shall, within ten (10) days after demand therefor,
reimburse Landlord, as Additional Rent, for any reasonable costs and expenses that Landlord thereby reasonably incurs; and Landlord
shall not be liable to Tenant for any loss or damage that Tenant may sustain by reason of Landlord’s action.


 


(b) Landlord
may terminate this Lease by giving Tenant notice of termination, in which event this Lease shall expire and terminate on the date
specified in such notice of termination and all rights of Tenant under this Lease and in and to the Leased Premises shall terminate,
except with respect to any provisions thereunder that expressly survive such termination. Tenant shall remain liable for all obligations
under this Lease arising up to the date of such termination, and Tenant shall surrender the Leased Premises to Landlord on the
date specified in such notice and otherwise in accordance with the surrender requirements of this Lease. Furthermore, in the event
that Landlord terminates this Lease, Tenant shall be liable to Landlord for the unamortized balance of the cost paid for Landlord’s
Work and of brokerage fees paid in connection with this Lease.


 


(c) Without
terminating this Lease, Landlord may terminate Tenant’s right to possession of the Leased Premises, and thereafter, neither Tenant
nor any person claiming under or through Tenant shall be entitled to possession of the Leased Premises. In such event, Tenant
shall immediately surrender the Leased Premises to Landlord, and Landlord may re-enter the Leased Premises and dispossess Tenant
and any other occupants of the Leased Premises by any lawful means and may remove their effects, without prejudice to any other
remedy that Landlord may have. Upon termination of possession, Landlord may re-let all or any part thereof as the agent of Tenant
for a term different from that which would otherwise have constituted the balance of the Lease Term and for rent and on terms
and conditions different from those contained herein, whereupon Tenant shall be immediately obligated to pay to Landlord an amount
equal to: (i) the difference between the Rent provided for herein and the amount of any lesser amount of rent provided for in
any lease covering a subsequent re-letting of the Leased Premises, for the period which would otherwise have constituted the balance
of the Lease Term, had this Lease not been terminated (said period being referred to herein as the “Remaining Term”);
(ii) the costs of recovering possession of the Leased Premises and all other expenses, loss or damage incurred by Landlord by
reason of Tenant’s Default (“Default Damages”), which shall include, without limitation, expenses of preparing
the Leased Premises for re-letting, demolition, repairs, tenant finish improvements, brokers’ commissions and attorneys’ fees,
(iii) the unamortized balance of the cost paid for Landlord’s Work and of brokerage fees paid in connection with this Lease,
and (iv) all unpaid Minimum Annual Rent and Additional Rent that accrued prior to the date of termination of possession, plus
any interest and late fees due hereunder (collectively, the “Prior Obligations”). Neither the filing of
any dispossessory proceeding nor an eviction of personalty in the Leased Premises shall be deemed to terminate this Lease.


 






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(d) Landlord
may at its option, declare the difference, if any, between: (a) the entire amount of Rent which would become due and payable during
the remainder of the Term, discounted to present value using a discount rate equal to the Prime Rate in effect as of the date
of such declaration; and (b) the fair rental value of the Leased Premises during the remainder of the Term (taking into account,
among other factors, an assessment of future market conditions for the Leased Premises, the probability of reletting the Leased
Premises for all or part of the remainder of the Term, the anticipated duration of the period the Leased Premises will be unoccupied
prior to reletting and the anticipated cost of reletting the Leased Premises), also discounted to present value using a discount
rate equal to the Prime Rate in effect as of the date of such declaration, to be due and payable immediately and Tenant agrees
to pay the same at once, together with all Rent and other sums theretofore due; it being understood and agreed that such payment
shall be and constitute Landlord’s liquidated damages, Landlord and Tenant acknowledging and agreeing that it is difficult
or impossible to determine the actual damages Landlord would suffer from Tenant’s breach hereof and that the agreed upon
liquidated damages are not punitive or penalties and are just, fair and reasonable, all in accordance with Official Code of Georgia
Annotated §13-6-7. If Landlord exercises the election set out in this Section 13.02(d), Landlord hereby waives any
right to assert that Landlord’s actual damages are greater than the amount calculated hereunder.


 


(e) Unless
prohibited by applicable Law, Landlord may sue for injunctive relief or to recover damages for any loss resulting from the Default.
In no event, however, shall Landlord be liable to Tenant for any punitive damages.


 


Section
13.03. Landlord’s Default and Tenant’s Remedies. Landlord shall be in default if it fails to perform any term, condition,
covenant or obligation required under this Lease for a period of thirty (30) days after written notice thereof from Tenant to
Landlord; provided, however, that if the term, condition, covenant or obligation to be performed by Landlord is such that it cannot
reasonably be performed within thirty (30) days, such default shall be deemed to have been cured if Landlord commences such performance
within said thirty-day period and thereafter diligently undertakes to complete the same. Upon the occurrence of any such default
by Landlord, Tenant may sue for injunctive relief or to recover damages for any loss directly resulting from such default, but
Tenant shall not be entitled to terminate this Lease or withhold, offset or abate any sums due hereunder. In no event, however,
shall Landlord be liable to Tenant for any consequential or punitive damages.


 


Section
13.04. Nonwaiver of Defaults. Neither party’s failure nor delay in exercising any of its rights or remedies or other
provisions of this Lease shall constitute a waiver thereof or affect its right thereafter to exercise or enforce such right or
remedy or other provision at that time or in the future. No waiver of any default shall be deemed to be a waiver of any other
default. Landlord’s receipt of less than the full Rent due shall not be construed to be other than a payment on account of rent
then due, nor shall any statement on Tenant’s check or any letter accompanying Tenant’s check be deemed an accord and satisfaction,
and Landlord may accept such payment without prejudice to Landlord’s right to recover the balance due or to pursue any other remedy
available to Landlord. No act or omission by Landlord or its employees or agents during the Lease Term shall be deemed an acceptance
of a surrender of the Leased Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed
by Landlord.


 


Section
13.05. Attorneys’ Fees. If either party defaults in the performance or observance of any of the terms, conditions,
covenants, or obligations contained in this Lease, and if the non-defaulting party obtains a judgment against the defaulting party,
then the defaulting party agrees to reimburse the non-defaulting party for reasonable attorneys’ fees incurred in connection therewith.


 






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Section
13.06. Mitigation of Damages. Subject to the terms of this Section 13.06, if a Default by Tenant under this
Lease occurs and continues beyond any applicable notice and cure period under this Lease, and if Landlord terminates Tenant’s
right to possess the Leased Premises, Landlord shall use commercially reasonable efforts to mitigate its damages under this Lease;
provided, however, that (a) Landlord shall have no obligations to solicit or entertain negotiations with any other prospective
tenants for the Leased Premises unless and until Landlord obtains possession of the Leased Premises and Tenant has acknowledged
no further possessory rights therein; (b) Landlord shall not be obligated to lease or show the Leased Premises on a priority basis,
it being the intent hereof that any such space shall be treated by Landlord as a part of Landlord’s general supply of unleased,
previously built-out space in the Building, and Landlord shall be obligated merely to use reasonable efforts to respond in the
ordinary course of Landlord’s business to inquiries concerning the Leased Premises, and shall not be required to exceed
such efforts as Landlord generally uses to lease other space in the Building; (c) Landlord will not be deemed to have failed to
mitigate if Landlord or its affiliates lease any other portions of the Building or other properties owned by Landlord or its affiliates
in the same geographic area, before reletting all or any portion of the Leased Premises; and (d) any failure to mitigate as described
herein with respect to any period of time shall only reduce the Rent and other amounts to which Landlord is entitled hereunder
by the reasonable rental value of the Leased Premises during such period. In recognition that the value of the Building depends
on the rental rates and terms of leases therein, Landlord’s rejection of a prospective replacement tenant based on an offer
of rents below Landlord’s published rates for new leases of comparable space at the Building at the time in question, or
at Landlord’s option, below the rates provided in this Lease, or containing terms less favorable than those contained herein,
shall not give rise to a claim by Tenant that Landlord failed to mitigate Landlord’s damages. Furthermore, Landlord shall
not be obligated to enter into a lease with a prospective replacement tenant which does not have, in Landlord’s reasonable
opinion, sufficient financial resources to fulfill all of financial obligations in connection with the lease thereof as and when
the same become due, or whose use would: (i) violate any restriction, covenant, or requirement contained in the lease of another
tenant of the Park; (ii) adversely affect the reputation of the Building or the Park; or (iii) in Landlord’s reasonable
judgment, be incompatible with the operation of the Building.


 


ARTICLE
14 - NO RIGHT TO RELOCATE TENANT


 


Without
Tenant’ prior written consent, which Tenant may grant or withhold, in its sole discretion, Landlord shall not have the right
to relocate Tenant from the Leased Premises to other space in the Building during the Lease Term. However, nothing contained in
this Article 14 shall limit Landlord’s rights and remedies in the event of a Default by Tenant.


 


ARTICLE
15 – LANDLORD’S AND TENANT’S RESPONSIBILITIES REGARDING 


ENVIRONMENTAL
LAWS AND HAZARDOUS SUBSTANCES


 


Section
15.01. Environmental Definitions.


 


(a) “Environmental
Laws” shall mean all present or future federal, state and municipal laws, ordinances, rules and regulations applicable
to the environmental and ecological condition of the Leased Premises, the Building and the Common Areas, and the rules and regulations
of the Federal Environmental Protection Agency and any other federal, state or municipal agency or governmental board or entity
having jurisdiction over the environmental and ecological condition of the Leased Premises, the Building and the Common Areas.


 


(b) “Hazardous
Substances” shall mean asbestos, polychlorinated biphenyls, oil, gasoline or other petroleum based liquids, any and
all materials or substances deemed hazardous, toxic, pollutant, infectious or radioactive, or regulated by Environmental Laws,
including, but not limited to, substances defined as hazardous under the Comprehensive Environmental Response, Compensation and
Liability Act, as amended, 42 U.S.C. §9601 et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C.
§6901 et seq. (or any state counterpart to the foregoing statutes) or determined to present the unreasonable risk
of injury to health or the environment under the Toxic Substances Control Act, as amended, 15 U.S.C. §2601 et seq.
However, the following shall not be deemed to be Hazardous Substances for purposes of this Lease: (i) components incorporated
in photocopying equipment; word processors; printers; telephone systems; computers; scanners; facsimile machines; binders; televisions;
refrigerators; microwave ovens; or any similar or related equipment or systems now or hereafter routinely employed in connection
with general office use, and (ii) small quantities of fluids, powders, toner and similar materials routinely used in the operation
thereof which are properly used, handled, stored in appropriate containers and disposed of in accordance with any and all applicable
Laws.


 






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Section
15.02. Restrictions on Tenant.


 


(a) Subject
to the terms of this Lease (including, without limitation, this Article 15), Tenant shall be permitted to make use and
storage of the substances listed on Exhibit G attached hereto and incorporated herein by reference, as well as commercially
reasonable amounts of materials customarily and commonly used by similar businesses for the purposes of cleaning which are properly
used, handled, and stored in appropriate containers (all of the materials described above in this sentence being sometimes herein
referred to collectively as “Permitted Hazardous Substances”), for purposes of its normal business operations
in the Leased Premises, but only to the extent that: (i) such materials are in quantities normally used in Tenant’s business operations;
(ii) such materials are handled, stored and disposed of in accordance with all applicable Laws (including, without limitation,
all applicable Environmental Laws); and (iii) a copy of the current safety data sheet (“SDS”) or material
safety data sheet (“MSDS”) is available for each of the Permitted Hazardous Substances and for each
product containing any Permitted Hazardous Substances. Subject only to the terms of Section 15.02(c) and Article 20
of this Lease, but notwithstanding anything else contained in this Lease to the contrary, in no event shall Permitted Hazardous
Substances include any materials or substances if and to the extent that the use or presence thereof would (A) require a physical
change to the Leased Premises to comply with NFPA 30 Flammable and Combustible Liquids Code or any other Environmental Laws; or
(B) result in the United States Environmental Protection Agency classifying the Leased Premises or any portion of the Park as
“Small or Large Quantity Generators.” As required by Environmental Laws and fire regulations, Tenant shall keep an
inventory of the Permitted Hazardous Substances used and/or stored in or on the Leased Premises and agrees to provide an updated
inventory of such Permitted Hazardous Substances upon request from Landlord. Notwithstanding the foregoing, all such Permitted
Hazardous Substances must be used, handled, stored in appropriate containers and disposed of in accordance with all applicable
Laws (including, without limitation, all Environmental Laws) and all applicable safety standards and practices prevailing in the
industry in which Tenant is engaged.


 


(b) Except
as expressly set forth in Section 15.02(a) above, Tenant shall not cause or permit the presence, use, generation, release,
manufacture, refining, production, processing, storage or disposal of any Hazardous Substances on, under or about the Leased Premises,
the Building, the Common Areas or the Park, or the transportation to or from the Leased Premises of any Hazardous Substances.


 






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(c) Landlord
reserves the right to inspect, take samples for testing, and otherwise investigate the Leased Premises to verify Tenant’s
compliance with the terms of Section 15.02 (“Testing”), and may enter the Leased Premises for
such purposes, subject to Section 5.03 of this Lease, and provided that Landlord shall give Tenant reasonable prior notice
of any such Testing that would reasonably be expected to impact Tenant’s business operations. So long as no Default exists,
Landlord shall use commercially reasonable efforts to minimize any interference with Tenant’s business operations within
the Leased Premises in connection with any such entry into the Leased Premises and to comply, and cause its employees, agents
and subcontractors to comply, with all commercially reasonable contractor and vendor guidelines relating to safety as reasonably
established by Tenant. If Tenant or its employees, agents or contractors violate the provisions of this Article 15, or
if Hazardous Substances brought onto the Leased Premises are released by Tenant, then Tenant must, at its sole cost and expense,
undertake such corrective action and/or remediation activities, including but not limited to the clean-up, removal, and/or disposal
of such Hazardous Substances, or undertake such other appropriate measures (e.g., install protective measures) with respect to
any such Hazardous Substances on the Leased Premises or the Park, as are reasonably deemed necessary by Landlord to restore the
Leased Premises to a condition substantially similar to that prior to such violation or release of Hazardous Substances (“Corrective
Action”). Such Corrective Action must be performed in compliance with all applicable governmental standards, laws,
and rules, and regulations within such period of time as may be prescribed thereby, or if there is no such prescribed time period,
within such period of time as may be reasonable under the circumstances. If Tenant fails to promptly commence the required Corrective
Action, or fails to pursue such Corrective Action to completion, with diligence, or if such Corrective Action is not actually
completed within any time period that may be prescribed therefor by any applicable governmental authority, or, if there is no
such prescribed time period, within such period of time as may be reasonable under the circumstances, then Landlord shall have
the right, but not the obligation, to undertake the required Corrective Action after thirty (30) days’ written notice to
Tenant (or sooner if Landlord, in good faith, believes that faster action is required to avoid or minimize legal liability to
Landlord or unreasonable risk to any tenant or occupant of the Park; provided that, in such event, Landlord shall provide to Tenant
as much advance notice as may be reasonably practicable under the circumstances), and, in such event, Tenant shall reimburse Landlord
for all reasonable costs incurred by Landlord in connection therewith within thirty (30) days after Landlord provides an invoice
to Tenant therefor.


 


(d) Notwithstanding
anything herein to the contrary, on or before the expiration or earlier termination of this Lease, Tenant must, at its sole cost
and expense, remove from the Leased Premises all Hazardous Substances brought to the Property by or on behalf of Tenant, and all
equipment and fixtures that have been in contact with any such Hazardous Substances, and repair any and all damage to the Leased
Premises or Park caused by such removal. Within thirty (30) days after any request by Landlord therefor, Tenant must deliver to
Landlord a written report from a registered professional engineer licensed in the State of Georgia stating that he or she has
inspected the Leased Premises, and confirmed that all known Hazardous Substances used or released by Tenant, and Tenant’s equipment,
fixtures, and containers of any type containing Hazardous Substances, have been removed from the Leased Premises. Tenant’s
obligations under this Section 15.02(d) shall survive the expiration or earlier termination of this Lease.


 


Section
15.03. Notices, Representations, Etc. Tenant shall promptly: (a) notify Landlord of: (i) any violation by Tenant,
its employees, agents, representatives, guests, customers, invitees or contractors of which Tenant is aware of any Environmental
Laws on, under or about the Leased Premises, the Building, the Common Areas or the Park, or (ii) the presence or suspected
presence of any Hazardous Substances other than Permitted Hazardous Substances of which Tenant is aware on, under or about the
Leased Premises; and (b) deliver to Landlord any notice received by Tenant relating to (a)(i) and (a)(ii) above from any
source. Tenant shall provide a written representation within five (5) days of Landlord’s request therefor concerning Tenant’s
best knowledge and belief regarding the presence of any Hazardous Substances on, under or about the Leased Premises.


 


Section
15.04. Tenant’s Indemnification. Tenant shall indemnify, defend and hold harmless Landlord and Landlord’s managing
agent from and against any and all claims (including but not limited to claims by third parties and governmental entities), losses,
liabilities, costs, expenses, penalties and damages, including, without limitation, attorneys’ fees, costs of testing and remediation
costs, to the extent arising from, relating to, in connection with, or caused in whole or in part, directly or indirectly, by:
(a) the discharge or release in or from the Leased Premises or any portion thereof of Hazardous Substances by any party other
than Landlord or its employees, agents, or contractors; (b) the use, generation, transportation, handling, presence, disposal,
storage, release or discharge of Hazardous Substances to, in, on, under, about or from the Building Project or Park by Tenant,
its directors, officers, agents, contractors, employees or invitees (even if the use of such Hazardous Substances is permissible
under all applicable Environmental Laws and the provisions of this Lease); (c) the failure by Tenant, its directors, officers,
agents, contractors, employees or invitees to comply with any Laws relating to Hazardous Substances (including, without limitation,
any Environmental Laws); or (d) by reason of any failure of Tenant to keep, observe, or perform any provision of this Article
15. Tenant further agrees to pay any and all fines, charges, assessments, fees, damages, losses, claims, liabilities or response
costs to the extent arising out of or any way connected with the violation of any applicable Environmental Laws by Tenant, its
directors, officers, agents, contractors, employees or invitees. The indemnifications set forth in this paragraph are in addition
to any and all other indemnification obligations of Tenant set forth in this Lease.


 






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Section
15.05. Existing Conditions. Notwithstanding anything contained in this Article 15 to the contrary, Tenant shall
not have any liability to Landlord under this Article 15 resulting from any conditions existing, or events occurring, or
any Hazardous Substances existing or released, at, in, on, under, to, from, or in connection with the Leased Premises prior to
the Commencement Date of this Lease (or any earlier occupancy of the Leased Premises by Tenant) (“Existing Environmental
Conditions”), except to the extent that Tenant or any assignee or subtenant of Tenant, or any of their respective
employees, agents, contractors, representatives, guests, customers or invitees exacerbates the same. Landlord represents to Tenant
that, as of the date of execution of this Lease by Landlord: (a) to its actual knowledge, the Leased Premises do not contain any
Hazardous Substances, the presence of which violates any Environmental Laws currently applicable to the Project; and (b) except
as may be set forth in that certain Phase I Environmental Site Assessment, Lambert Farms Phase II, dated March 28, 2017 by Contour
Engineering provided by Landlord to Tenant prior to the execution of this Lease (which Tenant acknowledges having received and
reviewed), Landlord has not received any notice from any governmental body or third party regarding violations of, or noncompliance
with, any Environmental Laws with respect to the Building.


 


Section
15.06. Landlord’s Indemnification. Landlord shall indemnify, defend and hold Tenant harmless from and against
any and all claims (including but not limited to claims by third parties and governmental entities), losses, liabilities, costs,
penalties and damages, including without limitation, consultants’ fees, experts’ fees, attorneys’ fees, costs
of testing and remediation costs, to the extent arising from or caused in whole or in part, directly or indirectly by the storage,
handling, treatment, release, disposal, presence or use of Hazardous Substances in, on or about the Leased Premises, the Building
or Park in violation of Environmental Laws by Landlord, its agents, employees or contractors. The indemnifications set forth in
this paragraph are in addition to any and all other indemnification obligations of Landlord set forth in this Lease.


 


Section
15.07.Interpretation. The obligations imposed upon Tenant under this Article 15 are in addition to and are
not intended to limit, but to expand upon, the obligations imposed upon Tenant under Article 5 above.


 


Section
15.08. Survival. The covenants and obligations under this Article 15 shall survive the expiration or earlier
termination of this Lease.


 


ARTICLE
16 - MISCELLANEOUS


 


Section
16.01. Benefit of Landlord and Tenant. Subject to Article 11 of this Lease, this Lease shall inure to the benefit
of and be binding upon Landlord and Tenant and their respective successors and assigns.


 


Section
16.02. Governing Law. This Lease shall be governed by and construed in accordance with the laws of the jurisdiction
where the Building is located.


 






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Section
16.03. Force Majeure. Each of Landlord and Tenant shall be excused for the period of any delay in the performance of
any obligation hereunder when such delay is occasioned by causes beyond its control, including, but not limited to, work stoppages,
boycotts, slowdowns or strikes; epidemics or pandemics; shortages of materials, equipment, labor or energy; unusual weather conditions;
or acts, omissions or delays of actions of governmental or political bodies (any such occurrence herein referred to as “Force
Majeure”); provided nothing in this Lease (including, without limitation, this Section 16.03) shall be deemed
to excuse, delay, or extend the time for performance of any of Tenant’s obligations to pay Rent or any other sums to be
paid by Tenant hereunder.


 


Section
16.04. Examination of Lease. Submission of this instrument by Landlord to Tenant for examination or signature does
not constitute an offer by Landlord to lease the Leased Premises. This Lease shall become effective, if at all, only upon the
execution by and delivery to both Landlord and Tenant. Execution and delivery of this Lease by Tenant to Landlord constitutes
an offer to lease the Leased Premises on the terms contained herein.


 


Section
16.05. Indemnification for Leasing Commissions. Each of Landlord and Tenant hereby represents and warrants that the
only real estate brokers involved in the negotiation and execution of this Lease are the Brokers and that no other party is entitled,
as a result of its actions, to a commission or other fee resulting from the execution of this Lease. Each of Landlord and Tenant
shall indemnify the other from any and all liability for the breach of this representation and warranty on its part and shall
pay any compensation to any other broker or person who may be entitled thereto. Landlord shall pay any commissions due the Brokers
based on this Lease pursuant to separate agreements between Landlord and Brokers.


 


Section
16.06. Notices. Except for legal process, which may also be served in accordance with Laws, any notice or communication
required or permitted hereunder shall be in writing and shall be sent by: (a) personal delivery service with charges therefor
billed to shipper; (b) nationally recognized overnight delivery service (such as Federal Express, United Parcel Service, Airborne,
etc.) with charges therefor billed to shipper; or (c) United States Mail, postage prepaid, registered or certified mail, return
receipt requested. Any notice or communication sent as above provided shall be deemed given or delivered: (i) upon receipt, if
personally delivered (provided delivery is confirmed by the courier delivery service); (ii) on the date of delivery by any nationally
recognized overnight delivery service; or (iii) if sent by United States Mail, on the date appearing on the return receipt therefor,
or if there is no date on such return receipt, the receipt date shall be presumed to be the postmark date appearing on such return
receipt. Notice shall be considered given and received on the latest original delivery or attempted delivery date to all persons
and addresses to which notice is to be given, as indicated on the return receipt(s) of the United States Mail or delivery receipts
of the personal delivery service or nationally recognized overnight delivery service. Any notice or communication which cannot
be delivered because of failure to provide notice of a change of address as herein provided or for which delivery is refused shall
be deemed to have been given and received on the date of attempted delivery. Any notice or communication required or permitted
hereunder shall be addressed to Landlord or Tenant (as applicable) at the address(es) for such party set forth in Article 1 of
this Lease, or at such other addresses as Landlord or Tenant may have designated by notice to the other given as provided above.
Tenant shall not designate an address for notices which is outside the Continental United States. Any notice address designated
by Tenant shall contain a street address, city, state and ZIP code.


 


Section
16.07. Partial Invalidity; Complete Agreement. If any provision of this Lease shall be held to be invalid, void or
unenforceable, the remaining provisions shall remain in full force and effect. This Lease represents the entire agreement between
Landlord and Tenant covering everything agreed upon or understood in this transaction. There are no oral promises, conditions,
representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof or
in effect between the parties. No change or addition shall be made to this Lease except by a written agreement executed by Landlord
and Tenant.


 






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Section
16.08. Financial Statements. During the Lease Term and any extensions thereof, Tenant shall provide to Landlord on
an annual basis, within ninety (90) days following the end of Tenant’s fiscal year, a copy of Tenant’s most recent financial statements
prepared as of the end of Tenant’s fiscal year. Such financial statements shall be signed by Tenant or an officer of Tenant, if
applicable, who shall attest to the truth and accuracy of the information set forth in such statements, or if the Minimum Annual
Rent hereunder exceeds $100,000.00, said statements shall be either be certified by Tenant’s chief financial officer or
audited. All financial statements provided by Tenant to Landlord hereunder shall be prepared in conformity with generally accepted
accounting principles, consistently applied. Notwithstanding anything contained in this Section 16.08 to the contrary,
Landlord shall have no right to require Tenant to provide any information that is then publicly available.


 


Section
16.09. Representations and Warranties.


 


(a) Tenant
hereby represents and warrants that: (i) Tenant is duly organized, validly existing and in good standing (if applicable) in accordance
with the laws of the jurisdiction under which it was organized; (ii) Tenant is authorized to do business in the jurisdiction where
the Building is located; and (iii) the individual(s) executing and delivering this Lease on behalf of Tenant has been properly
authorized to do so, and such execution and delivery shall bind Tenant to its terms.


 


(b) Landlord
hereby represents and warrants that: (i) Landlord is duly organized, validly existing and in good standing (if applicable) in
accordance with the laws of the jurisdiction under which it was organized; (ii) Landlord is authorized to do business in the jurisdiction
where the Building is located; and (iii) the individual(s) executing and delivering this Lease on behalf of Landlord has been
properly authorized to do so, and such execution and delivery shall bind Landlord to its terms.


 


Section
16.10. Rights Reserved by Landlord. Landlord shall also have the following rights, exercisable without notice and without
liability to Tenant for damage or injury to property, person or business and without effecting any eviction, constructive or actual,
or disturbance of Tenant’s use or possession of the Leased Premises or giving rise to any claim for setoff or abatement of Rent:


 


(a) To
designate and approve, prior to installation, all window shades, blinds, drapes, awnings, window ventilators, lighting and other
similar equipment to be installed by Tenant that may be visible from the exterior of the Leased Premises or the Building.


 


(b) To
decorate or make repairs, alterations, additions or improvements, whether structural or otherwise, in and about the Building,
or any part thereof, including, but not limited to, the installation of a sprinkler system and sprinkler heads, and for such purposes
to enter the Leased Premises (subject to Section 5.03 of this Lease) and, during the continuance of any such work, to temporarily
close doors, entry ways, common or public spaces and corridors in the Building and interrupt or temporarily suspend Building services
and facilities, all without affecting any of Tenant’s obligations hereunder, so long as the Leased Premises are reasonably accessible.
So long as no Default exists, Landlord shall use commercially reasonable efforts to minimize any interference with Tenant’s
business operations within the Leased Premises in connection with any entry into the Leased Premises hereunder.


 


(c) To
grant to anyone the exclusive right to conduct any business or render any service in the Building, provided Tenant is not thereby
excluded from uses expressly permitted herein.


 






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(d) To
alter, relocate, reconfigure and reduce and withdraw the Common Areas, as long as the Leased Premises remain reasonably accessible.


 


(e) To
erect, use and maintain pipes and conduits in and through the Leased Premises.


 


(f) To
operate and maintain, or cause to be operated and maintained, the Common Areas in a manner deemed by Landlord to be reasonable
and appropriate and in the best interest of the Building, but all Common Areas shall be subject to the exclusive control and management
of Landlord.


 


Section
16.11. Time. Time is of the essence of each term and provision of this Lease.


 


Section
16.12. Anti-Corruption Laws and Sanctions. For purposes hereof, (a) “Anti-Corruption
Laws” shall mean all Laws applicable to a pertinent party from time to time concerning or relating to bribery or
anti-corruption; (b) “Sanctions” shall mean all applicable economic or financial sanctions or trade embargoes
imposed, administered or enforced from time to time by (i) the U.S. federal government, including those administered by the Office
of Foreign Assets Control, the United States Department of Treasury (“OFAC”) or the U.S. Department of
State, or (ii) the United Nations Security Council, the European Union, any European Union member state in which a pertinent party
or any of its subsidiaries conduct operations or Her Majesty’s Treasury of the United Kingdom; and (c) “Sanctioned Person”
shall mean, at any time, (i) any person or entity listed in any Sanctions-related list of designated persons or entities maintained
by OFAC, the U.S. Department of State, or by the United Nations Security Council, the European Union or any European Union member
state in which the pertinent party or any of its subsidiaries conducts operations, (ii) unless otherwise authorized by OFAC, any
person or entity operating, organized or resident in any country or territory which is itself the subject or target of any full-scope
(non-list based) Sanctions, or (iii) any ownership of fifty percent (50%) or more of an entity by persons or entities described
in the foregoing clauses (i) or (ii). Each of Landlord and Tenant represents and warrants that neither it nor any of its subsidiaries,
nor to its knowledge, their respective directors, officers, employees or agents, is a Sanctioned Person. Each party further
represents that it and its subsidiaries, and to its knowledge, their respective directors, officers, employees and agents, complies
and shall continue to comply in all material respects with all Sanctions and with all Anti-Corruption Laws. Each party will use
reasonable efforts to notify the other in writing if any of the foregoing representations and warranties are no longer true or
have been breached or if such party has a reasonable basis to believe that they may no longer be true or have been breached. In
the event of any violation of this Section by Tenant, Landlord will be entitled to immediately terminate this Lease and take such
other actions as are permitted or required to be taken under law or in equity.


 


Section
16.13. Cooperation. Tenant shall use reasonable efforts to cooperate with Landlord, without cost to Tenant, in connection
with the completion of any written surveys or evaluations relating to the Building, the Park or Landlord.


 


Section
16.14. Usufruct. This Lease shall create the relationship of landlord and tenant between Landlord and Tenant; no estate
shall pass out of Landlord. Tenant’s interest in the Leased Premises is a usufruct, not subject to levy and sale, and not assignable
by Tenant except as expressly set forth herein.


 


Section
16.15. Terminology. Words of any gender used in this Lease shall be held and construed to include any other gender
and words in the singular number shall be held to include the plural, unless the context otherwise requires.


 


Section
16.16. Captions. The captions inserted in this Lease are for convenience only and in no way define, limit or otherwise
describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation of this Lease.


 






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Section
16.17. Survival. All obligations of Tenant hereunder not fully performed as of the expiration of the Lease Term or
earlier termination thereof shall survive the expiration or earlier termination of the Lease Term, including, without limitation,
all payment obligations with respect to Rent and all obligations concerning the condition of the Leased Premises.


 


Section
16.18. Restrictions of Record. Tenant agrees to comply with subdivision regulations, protective covenants or other
restrictions of record that are applicable to the Building or Park.


 


Section
16.19. No Representations. Neither Landlord nor Landlord’s agents or brokers have made any representations, warranties
or promises with respect to the Premises, the Building, or any other portions of the Park except as herein expressly set forth
and all reliance with respect to any representations, warranties or promises is based solely on those contained herein. No rights,
easements or licenses are acquired by Tenant under this Lease by implication or otherwise except as, and unless, expressly set
forth in this Lease.


 


Section
16.20. No Easement for Light, Air or View. Any elimination or shutting off of light, air or view by any structure which
may be erected on lands adjacent to the Building shall in no way affect this Lease and Landlord shall have no liability to Tenant
with respect thereto.


 


Section
16.21. Electronic Signatures. The parties hereby acknowledge and agree that electronic signatures, facsimile signatures
or signatures transmitted by electronic mail in so-called “pdf” format shall be legal and binding and shall have the
same full force and effect as if an original of this Lease had been delivered. Landlord and Tenant (a) intend to be bound by the
signatures (whether original, faxed or electronic) on any document sent by facsimile or electronic mail, (b) are aware that the
other party will rely on such signatures, and (c) hereby waive any defenses to the enforcement of the terms of this Lease based
on the foregoing forms of signature.


 


Section
16.22. Indemnity Limitation. Notwithstanding anything contained in this Lease (including, without limitation, any exhibit
or rider attached hereto) to the contrary, in no event shall any indemnity or hold harmless obligation of Tenant set forth in
this Lease apply to any damage, injury, loss, claim, cause of action, liability, cost or expense caused by or resulting from the
sole negligence of Landlord.


 


ARTICLE
17 – RIGHT OF FIRST REFUSAL


 


Subject
to the terms of this Article 17, Tenant shall have a one-time right of first refusal (“First Refusal Right”)
to lease any space in the Building contiguous to the Leased Premises (subject to Section 17.06 below, the “First
Refusal Space”).


 


Section
17.01. First Refusal Notice.


 


(a) If,
at any time after the date that is twelve (12) months after the Effective Date (the “First Refusal Right Effective
Date”), the First Refusal Space, or a portion thereof, becomes available, and Landlord has an offer or proposal
to lease all or part of such First Refusal Space from a “bona fide” prospect that is not affiliated with or controlled
by or under common control with Landlord (the “Prospect”) which Landlord is willing to accept, Landlord
shall deliver written notice to Tenant (the “First Refusal Notice”) of the availability of such portion
of the First Refusal Space. The First Refusal Notice shall specify the approximate location and square footage of the portion
of the First Refusal Space which has or will become available, the proposed Lease Term and the proposed Minimum Annual Rent and
Monthly Rental Installments and other economic terms for the lease of such space, which proposed Lease Term, Base Rent and other
economic terms shall be the Lease Term, Minimum Annual Rent and Monthly Rental Installments and other economic terms agreed upon
with the Prospect. If the Prospect is interested in combining all or part of the First Refusal Space with other space in the Building,
Landlord shall also specify such additional space in its First Refusal Notice to Tenant. The portion of the First Refusal Space,
plus such additional space, if any, is hereinafter referred to as the “Offered Space.”


 






    39


     


    

 


(b) Tenant
shall have seven (7) business days from its receipt of the First Refusal Notice to notify Landlord in writing that Tenant desires
to lease the Offered Space. If Tenant does so exercise its First Refusal Right by notifying Landlord within such seven (7) business
day period, the Offered Space shall be added to the Leased Premises in accordance with the provisions of this Article 17.
If Tenant does not exercise such First Refusal Right or fails to notify Landlord within such seven (7) business day period of
its election, Landlord shall thereafter have the right to lease that portion of the First Refusal Space to any prospective tenant
on any terms and conditions not “materially less favorable” to Landlord (as defined below). However, if Landlord desires
to enter into a lease for such portion of the First Refusal Space on terms and conditions which are “materially less favorable”
to Landlord than those set forth in the First Refusal Notice, then Landlord may not enter into such lease without again complying
with the provisions of this First Refusal Right. If Landlord leases such portion of the First Refusal Space on terms and conditions
which are not “materially less favorable to Landlord” than those set forth in the First Refusal Notice, this First
Refusal Right shall expire and be of no further force and effect as to such portion of the First Refusal Space. For purposes of
this Section 17.01(a), the phrase “materially less favorable” shall mean a proposed lease in
which the proposed effective rental rate is less than ninety percent (90%) of the effective rental rate set forth in the First
Refusal Notice.


 


Section
17.02. Terms. If Tenant exercises any First Refusal Right, the Commencement Date, Lease Term, Minimum Annual Rent and
Monthly Rental Installments and other economic terms of the Lease for the Offered Space shall be the Commencement Date, Lease
Term, Minimum Annual Rent and Monthly Rental Installments and economic terms specified by Landlord in the First Refusal Notice.
All other terms and conditions for the lease of such Offered Space shall be those terms, covenants, agreements, provisions and
conditions then in effect under the Lease at the Commencement Date for such Offered Space (exclusive of tenant improvement allowances,
space planning allowances, refurbishment allowances, other allowances, rent abatements, and other concessions granted in connection
with the lease by Tenant of any space other than the Offered Space).


 


Section
17.03. Addition to Leased Premises. After the Commencement Date for any Offered Space leased pursuant to this First
Refusal Right, such Offered Space shall be added to and form a part of the Leased Premises with the same force and effect as if
originally demised under this Lease, and the term “Leased Premises,” as used in this Lease, shall include such Offered
Space.


 


Section
17.04. Tenant’s Proportionate Share. The term “Tenant’s Proportionate Share,” as such term
is used and defined in the Lease, and as such term is used to determine the Annual Rental Adjustment, shall be increased after
the Commencement Date for any Offered Space to reflect the additional rentable square footage of such Offered Space and Tenant’s
payment obligations under Article 3 of this Lease shall be adjusted accordingly.


 


Section
17.05. Lease Amendment. Upon exercise of the First Refusal Right by Tenant, and the determination of the Minimum Annual
Rent and Monthly Rental Installments and other economic terms with respect thereto, Landlord and Tenant, upon demand of either
of them, shall enter into an amendment to this Lease adding such Offered Space to the Leased Premises, setting forth such Minimum
Annual Rent and Monthly Rental Installments, and setting forth Tenant’s Proportionate Share after the addition of such Offered
Space to the Leased Premises, provided that failure to enter into any such amendment shall not affect Tenant’s obligation
to pay Base Rent and the Annual Rental Adjustment for such Offered Space. If Tenant properly exercises a First Refusal Right but
thereafter, for any reason (except for delays caused by Landlord), does not enter into an amendment to this Lease adding such
Offered Space to the Leased Premises within ten (10) days after Tenant notifies Landlord in writing that Tenant desires to lease
the Offered Space, Landlord shall have the option, by written notice to Tenant, to elect to cancel Tenant’s exercise of
its First Refusal Right, and, if Landlord so elects, Landlord will be free to rent such Offered Space to any other prospective
tenant and the First Refusal Right granted to Tenant under this Article 17 shall immediately expire and be of no further
force or effect and Tenant shall have no further rights, and Landlord shall have no further obligations, under this Article
17.


 






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Section
17.06. Limitations. Notwithstanding anything contained herein to the contrary: (a) the termination, cancellation or
surrender of this Lease shall terminate any rights of Tenant pursuant to this Article 17; (b) this First Refusal Right
is provided to Tenant for the exclusive benefit of Tenant and shall terminate upon the sublease of all or any portion of the Leased
Premises or upon any assignment of this Lease; (c) Tenant’s rights under this Article 17 shall expire upon expiration
of the original Lease Term unless Tenant exercise its option to renew the Lease Term under Article 18 below, in which event
this First Refusal Right shall remain in effect during the applicable Renewal Term (subject to all other limitations set forth
in this Article 17); and (d) Tenant shall not be entitled to exercise a First Refusal Right if, at the time of the exercise
of the First Refusal Right, there exists a Default under this Lease, or a situation which, with the giving of notice or the passage
of time, or both, would constitute a Default. In addition, and notwithstanding anything contained herein to the contrary: (i)
Landlord shall be permitted to lease space in the Building to any party at any time prior to the First Refusal Right Effective
Date without triggering this First Refusal Right or being required to notify Tenant thereof or to offer the applicable space to
Tenant under this First Refusal Right; and (ii) any space leased by Landlord prior to the First Refusal Right Effective Date shall
be excluded from the First Refusal Space.


 


Section
17.07. Existing Tenants. Notwithstanding any other term or provision of this Lease or this Article 17, express
or implied, it is understood and agreed by Tenant that: (a) Tenant’s rights under this Article 17 may be subject
and subordinate to existing third party leases in effect with one or more tenants for the First Refusal Space or a portion thereof
as of the Commencement Date of this Lease, and Landlord reserves the right to extend the lease expiration date of, or renew, any
such third party lease, whether pursuant to the exercise of any extension or renewal option, or otherwise; (b) other tenants do
have and may have certain rights of first offer, rights of refusal or other expansion rights or options with respect to space
in the Building, including the First Refusal Space [the tenants referred to in clauses (a) and (b) of this Section 17.07,
together with their respective successors, assigns and subtenants, are herein referred to as “Existing Tenants”];
(c) the rights and interests in and to the First Refusal Space and all portions thereof granted by Landlord to Tenant in this
Article 17 are, in all respects, subject and subordinate to all such options and rights of Existing Tenants, and to the
rights Landlord has reserved with respect to Existing Tenants and may be wholly or partially rendered void and of no effect by
such options, rights of and reservations with respect to Existing Tenants; (d) Landlord shall not be liable for the failure or
inability of Tenant to exercise or benefit from any or all rights granted in this Article 17 with respect to the First
Refusal Space or any portion thereof by reason of the rights Landlord has reserved with respect to the Existing Tenants or such
rights and options of Existing Tenants; and (e) Tenant shall not be entitled to compensation, consolation, consideration, replacement
of such space or any remedy from or against Landlord by reason of such failure or inability. Landlord shall not be liable for
any failure to give possession of any portion of the First Refusal Space by reason of the unlawful holding over or retention of
possession of any previous tenant, tenants or occupants of same, nor shall such failure impair the validity of this Lease or extend
the Lease Term. However, Landlord does agree to use reasonable diligence to deliver possession of the applicable First Refusal
Space to Tenant upon the dates described herein.


 






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ARTICLE
18 – RENEWAL OPTIONS


 


Subject
to the terms of this Article 18, Tenant shall have the option to renew the Lease Term for two (2) additional terms of five
(5) years each (each a “Renewal Term”), provided that in each instance, Tenant gives Landlord written
notice of the exercise thereof for each Renewal Term no less than nine (9) months and no more than eighteen (18) months prior
to the end of the Lease Term then in effect. The Minimum Annual Rent and Monthly Rental Installments payable during the Renewal
Terms shall be as follows:


 


(a) The
Minimum Annual Rent and Monthly Rental Installments payable during the first Renewal Term shall be calculated based on the applicable
per square foot per annum rates set forth in the following schedule:


 


	Renewal Term Year	 	Per Square Foot

 Per Annum	 
	First	 	$	4.24	 
	Second	 	$	4.32	 
	Third	 	$	4.41	 
	Fourth	 	$	4.50	 
	Fifth	 	$	4.59	 



 


(b) The
Minimum Annual Rent and Monthly Rental Installments payable during the second Renewal Term shall be calculated based on the applicable
per square foot per annum rates set forth in the following schedule:


 


	Renewal Term Year	 	Per Square Foot

 Per Annum	 
	First	 	$	4.75	 
	Second	 	$	4.92	 
	Third	 	$	5.09	 
	Fourth	 	$	5.27	 
	Fifth	 	$	5.45	 



 


Each
Renewal Term shall commence at 12:01 a.m. Atlanta, Georgia, time on the first day following the expiration of the immediately
preceding original Lease Term or first Renewal Term, as applicable. During the Renewal Terms, all provisions of this Lease shall
apply, except that the Minimum Annual Rent and Monthly Rental Installments shall be as set forth above, and except that any provision
relating to the Landlord’s Work shall not apply. Notwithstanding anything contained herein to the contrary, Tenant shall
have no right to extend the Lease Term unless this Lease shall, at that time, be in full force and effect, and no Default shall
then exist.


 


ARTICLE
19 – CONFIDENTIALITY


 


Each
of the parties to this Lease shall maintain and keep this Lease and each of its terms in the strictest confidence and shall not
disclose any aspect of this Lease to any third person, except as required by law (including, without limitation, as may be required
of either party by the U.S. Securities and Exchange Commission) or as reasonably required by either party’s officers, managing
agent, asset manager, attorneys, consultants, brokers, lenders, prospective lenders, and prospective purchasers, and to those
persons employed by such parties who reasonably have a need to know such information for purposes relating to this Lease (and
to each such person’s assistants and secretaries). The parties possess confidential and proprietary information, including,
but not limited to, corporate and financial information pertaining to or concerning the Leased Premises, the Building, and the
Park and the business of each party and agree to keep such information confidential, except as set forth above. 


 






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ARTICLE
20 – OIL TANKS


 


Subject
to the terms of this Lease, Tenant shall be permitted to install oil tanks within the area outside of the Building shown on Exhibit
H-1 attached hereto and made a part hereof (the “Oil Tank Area”).
Landlord has approved the plans for such oil tanks set forth on Exhibit H-2 attached
hereto and made a part hereof. Except as set forth in Exhibit H-2, all aspects
of such oil tanks, and of all associated installations and improvements, including, without limitation, the method of connection
of such tanks to the Leased Premises, shall be subject to Landlord’s prior written approval, not to be unreasonably withheld
(except as to aesthetic matters, in which case Landlord’s approval may be granted or withheld in its sole and absolute discretion).
All such installations shall be performed in accordance with and subject to the terms of Section 7.03 of this Lease. In no event
shall any Hazardous Substance other than Permitted Hazardous Substances ever be stored in such oil tanks. Landlord shall have
the right to prescribe rules and regulations relating to the access and use of such tanks, and Tenant shall comply therewith.
The Oil Tank Area shall be treated as part of the Leased Premises for all purposes of this Lease, except that: (a) no Minimum
Annual Rent shall be assessed against such space and the area of such space will not be considered when calculating the Rentable
Area of the Leased Premises or Tenant’s Proportionate Share; and (b) the Oil Tank Area shall not be treated as part of the
Leased Premises for purposes of determining the location of the First Refusal Space (i.e., space outside the Building that is
contiguous to the Oil Tank Area shall not be deemed to be First Refusal Space). Without limiting the generality of the foregoing,
Tenant shall be solely responsible, at its sole cost and expense, for maintaining the Oil Tank Area, and the oil tanks and all
installations and improvements therein, in good order and condition, including, without limitation, performing all repairs and
replacements that may be necessary for such purpose. Notwithstanding anything contained in this Lease to the contrary, on or before
the expiration or earlier termination of this Lease, Tenant shall remove the oil tanks and all associated installations and improvements,
and shall repair all damage to the Building Project resulting from the installation or removal of such oil tanks. If Tenant fails
to timely complete its removal and repair obligations, Landlord may perform such work, and, in such event, Tenant shall reimburse
Landlord for all costs incurred by Landlord in connection therewith within ten (10) days after receipt of an invoice therefor.
Tenant’s obligations under this Article 20 shall survive the expiration or earlier termination of this Lease. 


 


ARTICLE
21 – TAX INCENTIVES


 


(a) In
connection with this Lease, Tenant is attempting to achieve certain tax incentives from Henry County (the “Purple
Incentives”), which incentives, if achieved, will reduce the Real Estate Taxes assessed
against the Building Project. Landlord is cooperating with such efforts by Tenant. In order to obtain the Purple Incentives, Landlord
may be required to enter into a so-called “bonds for title” or other transaction with Henry County or an instrumentality
of Henry County. Tenant shall reimburse Landlord for all costs and expenses incurred by Landlord in connection with such transaction
or otherwise in connection with Landlord’s cooperation with Tenant to achieve the Purple Incentives (including, without
limitation, attorneys’ fees incurred by Landlord in connection therewith) within ten (10) days after receipt of an invoice
from Landlord therefor. Tenant’s reimbursement obligations under this Article 21 shall survive the expiration or
any earlier termination of this Lease. 


 






    43


     


    

 


(b) If
the Purple Incentives are achieved, Tenant will be entitled to receive the entire benefit of the Purple Incentives (meaning that,
for every dollar that Real Estate Taxes assessed against the Building Project are reduced below the amount that would have been
payable in the absence of the Purple Incentives, the amount payable by Tenant as Tenant’s Proportionate Share of Operating Expenses
for the relevant period will be reduced by $1.00), and Landlord agrees to take no action to prevent Tenant from receiving the
entire benefit of the Purple Incentives, as described above.  However, the parties acknowledge that such reduction in Real
Estate Taxes under this subparagraph (b) shall be granted only with respect to the Purple Incentives and not to any other incentives
or other tax reductions or abatements that may now or hereafter be granted in connection with other tenant, or any other lease
or leases, at the Park (collectively, “Unrelated Incentives”).  If any such Unrelated Incentives
are granted, then, notwithstanding anything contained in this Lease to the contrary, for purposes of calculating amounts due as
Tenant’s Proportionate Share of Operating Expenses, Real Estate Taxes shall be calculated as if such Unrelated Incentives did
not exist.


 


(c) The
parties acknowledge that, in connection with the Purple Incentives, Tenant may be required to file annual reports with Henry County
or an instrumentality thereof and pay annual fees. Tenant shall provide Landlord with a copy of each annual report at the time
Tenant submits such report to Henry County or an instrumentality of Henry County. Notwithstanding anything contained in this Lease
to the contrary, if Tenant fails to timely pay any fees or timely provide or submit any information or a report called for under
the documents governing the Purple Incentives, or fails to provide any information concerning the tax incentives (or relevant
to Landlord’s calculation of Tenant’s Proportionate Share of Real Estate Taxes) requested by Landlord, and if such
failure continues for more than five (5) business days after notice of such failure from Landlord, then such failure shall be
deemed to be a Default under this Lease.


 


ARTICLE
22 – LIMITATION OF LANDLORD’S LIABILITY


 


ANYTHING
CONTAINED IN THIS LEASE TO THE CONTRARY NOTWITHSTANDING, TENANT SHALL LOOK SOLELY TO THE ESTATE AND PROPERTY OF LANDLORD IN THE
BUILDING FOR THE COLLECTION OF ANY JUDGMENT OR OTHER JUDICIAL PROCESS REQUIRING THE PAYMENT OF MONEY BY LANDLORD FOR ANY DEFAULT
OR BREACH BY LANDLORD UNDER THIS LEASE, SUBJECT, HOWEVER, TO THE PRIOR RIGHTS OF ANY MORTGAGEE OR LESSOR OF THE BUILDING. NO OTHER
ASSETS OF LANDLORD OR ANY PARTNERS, SHAREHOLDERS, MEMBERS OR OTHER PRINCIPALS OF LANDLORD SHALL BE SUBJECT TO LEVY, EXECUTION
OR OTHER JUDICIAL PROCESS FOR THE SATISFACTION OF TENANT’S CLAIM.


 


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


 


	 	LANDLORD:
	 	 
	 	PNK S2, LLC., a Georgia limited liability company
	 	 
	 	By: 	/s/ Park Mun Sgong
	 	Name:  	Park Mun Sgong
	 	Title:	 Manager


  



    44


     


    

  


	 	TENANT:
	 	 
	 	PURPLE INNOVATION, LLC, a Delaware limited liability company
	 	 
	 	By: 	/s/ John Legg     
	 	Name:	John Legg
	 	Title: 	COO


 



    45


     


    

 


EXHIBIT
A-1


 


SITE
PLAN OF LEASED PREMISES


  


 


  



    Exhibit A-1
 Page 1 of 1


     


    

 


EXHIBIT
A-2


 


LOCATION
OF BUILDING


 


 


 



    Exhibit A-2
 Page 1 of 1


     


    

 


EXHIBIT
A-3


 


LAND


 


 


 



    Exhibit A-3
 Page 1 of 4


     


    

 


 


 



    Exhibit A-3
 Page 2 of 4


     


    

 


 


 



    Exhibit A-3
 Page 3 of 4


     


    

  


 


 



    Exhibit A-3
 Page 4 of 4


     


    

  


EXHIBIT
B


 


WORK
LETTER


 


(Landlord
Construction; Tenant Improvement Allowance)


 


This
Work Letter (the “Work Letter”) sets forth the terms and conditions relating to the construction of
the Landlord Work by Landlord in the Leased Premises, as set forth in the attached Lease, dated ___________________ (the “Lease”),
between PNK S2, LLC, a Georgia limited liability company (“Landlord”), and Purple Innovation, LLC, a Delaware
limited liability company (“Tenant”). This Work Letter shall become effective and binding on Landlord
and Tenant upon the execution and delivery of the Lease.


 


ARTICLE
1


 


DEFINITIONS


 


Except
as otherwise set forth herein, each of the capitalized terms appearing in this Work Letter shall have the meaning ascribed to
it in the Lease., and the following defintions shall have the meanings set forth below with respect to this Work Letter:


 


1.01 “Approved
Construction Drawings” means the Construction Drawings approved or deemed approved by Landlord pursuant to the process
set forth in Article 2 below.


 


1.02 “Approved
Space Plan” means the Space Plan approved by Landlord pursuant to the process set forth in Article 2 below.


 


1.03 “Base
Building” consists of those portions of the Leased Premises which were in existence prior to the execution of the
Lease.


 


1.04 “Building
Standard” means the quantity and quality of materials, finishes, and workmanship from
time to time specified as such by Landlord for the Building, in its discretion.


 


1.05 “Change
Order” means any change, modification or addition to the Approved Construction Drawings.


 


1.06 “Construction
Drawings” means: (a) detailed architectural drawings and specifications for Tenant’s partition plan, demolition
plan, reflected ceiling plan, power, communication and telephone plan (location of data and telephone outlets with pull boxes
only), electrical outlets, finish plan, elevations, details and sections; and (b) mechanical, electrical, plumbing and lighting
plans and specifications where necessary for installation to Building systems.


 


1.07 “Contractor”
means the contractor selected under Section 2.02 below and approved by Landlord and Tenant.


 


1.08 “Landlord’s
Representative” means any representative of PNK S2, LLC, or of any third part retained by Landlord, who Landlord
designates as its representative with respect to the matters set forth in this Work Letter. Such individual shall, until further
notice to Tenant, have full authority and responsibility to act on behalf of Landlord as required in this Work Letter.


 


1.09 “Landlord’s
Work” means all work required by the Approved Construction Drawings.


 


1.10 “Non-Building
Standard” means all materials, finishes, and workmanship used in connection with the construction and installation
of the Landlord’s Work which deviate from Building Standard in terms of quantity or quality (or both).


 






    Exhibit B
 Page 1 of 7


     


    

 


1.11“Punch
List” shall refer to that list determined by Landlord’s Construction Coordinator and Tenant of those matters
remaining to be accomplished or corrected to complete construction of Landlord’s Work once Substantial Completion of Landlord’s
Work has been accomplished. 1.12“Space Plan” means a preliminary architectural drawing showing all
demising walls, corridors, entrances, exits, doors and interior partitions.


 


1.13 “Space
Planner” means the space planner selected by Landlord.


 


1.14 “Substantial
Completion” shall occur when the Landlord’s Work has been substantially completed in accordance with the Approved
Construction Drawings (other than minor Punch List items and any work which cannot be completed on such date, provided such incompletion
will not substantially interfere with Tenant’s use of the Leased Premises) and, if required for occupancy, a Certificate
of Occupancy (temporary or final) has been issued by the appropriate governmental authority. Substantial Completion shall occur
in accordance with the preceding sentence, notwithstanding the fact that: (a) the matters on the Punch List remain to be completed;
(b) telephone, data and other equipment and finish work to be installed by or for Tenant has not been completed; and (c) there
are other items which have not been completed as of such date, provided the incompletion of such other items will not substantially
interfere with Tenant’s use of the Leased Premises. In the event of any dispute as to Substantial Completion of the Landlord’s
Work, the Certificate of Occupancy (temporary or final) issued by the appropriate governmental authority shall be conclusive.


 


1.15 “Tenant
Expenditure Authorization” or “T.E.A.” means an authorization by Tenant to Landlord, prior
to the commencement of Landlord’s Work by Landlord, to expend funds on behalf of Tenant for Landlord’s Work, to be
given in a written form reasonably acceptable to Landlord.


 


1.16 “Tenant
Improvement Allowance” means, subject to Section 3.01(b) below, the allowance of $12.50 per square foot of Rentable
Area of the Leased Premises (set forth in Article 1 of the Lease) and a total of $6,496,000.00, to be provided by Landlord as
set forth in Section 3.01 below.


 


1.17 “Tenant’s
Representative” means John Legg, who Tenant has designated as its sole representative with respect to the matters
set forth in this Work Letter, and who, until further notice to Landlord, has full authority and responsibility to act on behalf
of Tenant as required in this Work Letter. Tenant’s Representative is authorized to execute and deliver on behalf of Tenant
any and all documents required by this Work Letter and the Commencement Notice required by the Lease.


 


ARTICLE
2


 


SCHEDULE


 


Landlord
and Tenant hereby agree that time is of the essence and that the sequence and schedule specified below shall be strictly adhered
to with respect to the design and development of the Space Plan, the Construction Drawings and the construction of Landlord’s
Work.


 


2.01 Space
Plan. Tenant shall cause the Space Planner to submit the Space Plan to Landlord for Landlord’s review and approval within
thirty (30) days after the Effective Date of the Lease. After Landlord receives the Space Plan, Landlord shall approve or disapprove
the Space Plan. If Landlord disapproves the Space Plan, Landlord shall return the Space Plan to Tenant within five (5) business
days after its receipt thereof, along with a statement setting forth the grounds for the disapproval. In such event, Tenant shall
make such changes as are necessary in order to make the Space Plan acceptable to Landlord and shall then re-submit the revised
Space Plan to Landlord. This procedure shall be repeated until Landlord has delivered to Tenant written approval of the Space
Plan. When approved by Landlord, the Space Plan shall be deemed to be the Approved Space Plan. If Landlord fails to disapprove
or provide comments to the Space Plan within such five-business-day period at any time during the approval process, the Space
Plan shall be deemed to have been disapproved by Landlord.


 






    Exhibit B
 Page 2 of 7


     


    

 


2.02 Construction
Drawings; Bids; Selection of Contractor; T.E.A.


 


(a) Upon
receipt of the Approved Space Plan, Tenant shall direct the Space Planner to begin preparation of Construction Drawings. Tenant
shall submit Construction Drawings to Landlord for Landlord’s approval or disapproval. After its receipt of such documents,
Landlord shall notify Tenant in writing of its approval or disapproval within five (5) business days after its receipt thereof,
stating in reasonable detail the reasons for any disapproval. If Landlord disapproves the Construction Drawings, Tenant shall
then resubmit revised Construction Drawings to Landlord, and Landlord shall approve or disapprove the revised Construction Drawings
within five (5) business days after its receipt thereof, stating in reasonable detail the reasons for any disapproval. The foregoing
process shall be repeated as many times as are necessary in order to obtain Construction Drawings which are approved by Landlord.
When approved by Landlord, the Construction Drawings shall be deemed to be the Approved Construction Drawings. If Landlord fails
to disapprove or provide comments to the Construction Drawings within such five-business-day period at any time during the approval
process, Landlord shall be deemed to have disapproved the Construction Drawings.


 


(b) After
Landlord’s receipt of the Approved Construction Drawings, Landlord shall within five (5) business days thereafter submit
the Approved Construction Drawings to three (3) contractors on Landlord’s approved list and shall use commercially reasonable
efforts to obtain bids as soon as reasonably possible thereafter for constructing Landlord’s Work in accordance with the
Approved Construction Drawings. The parties shall mutually select the Contractor from among the companies submitting such bids.
If Tenant requests in writing that Landlord approve any particular party to serve as the Contractor, and if Landlord fails to
respond within five (5) business days, Landlord shall be deemed to have disapproved Tenant’s request. When the Contractor
has been mutually approved, upon request of Landlord, Tenant shall execute and deliver to Landlord the T.E.A. and such other documents
as Landlord may request to confirm the selection of the Contractor and the bid of the Contractor.


 


(c) If,
for any reason (including, without limitation, changes which Tenant desires to effectuate in the Space Plan or the Construction
Drawings prior to their approval, revisions which must be made to the Space Plan or Construction Drawings, or any renegotiation
of bids Tenant wishes to pursue) other than unreasonable delays attributable to Landlord, Landlord and Tenant have not mutually
approved the Space Plan, the Construction Drawings, the selection of the Contractor and the bid, or if Tenant has not executed
and delivered to Landlord the T.E.A., on or before the date that is sixty (60) days after the Effective Date of the Lease, then
each day beyond such date until the parties have mutually approved all such items and Tenant has executed and delivered to Landlord
the T.E.A. shall be deemed a day of “Tenant Delay” pursuant to Article 5 below.


 


2.03 Change
Orders. All changes requested by Tenant shall require Landlord’s prior written consent, not to be unreasonably withheld.
All Change Orders must be reviewed and approved by Landlord and Tenant, which review and approval will not be unreasonably withheld
(subject to Section 2.07 below with respect to Landlord). Landlord shall use commercially reasonable efforts to review and approve
or disapprove each Change Order within five (5) business days after receiving a Change Order. If Landlord fails to approve or
disapprove a Change Order within such five-business-day period, Landlord shall be deemed to have disapproved the Change Order.
If Landlord approves any Change Order, and if such Change Order increases or decreases the cost of constructing Landlord’s
Work, Landlord shall prepare and deliver to Tenant a revised bid evidencing the total costs of such Change Order, which will include
any amounts incurred by Landlord in reviewing the requested changes and revising the Approved Construction Drawings and the fee
provided below; provided, however, that Landlord shall not execute or otherwise authorize any Change Order with Contractor unless
and until Tenant has approved such revised bid in writing, which approval shall not be unreasonably withheld, conditioned, or
delayed. Tenant shall review, comment on, or approve such Change Order within three (3) calendar days after receiving the same
from Landlord. If Tenant fails to comment on or approve such Change Order within such 3-day period, such Change Order shall be
deemed approved by Tenant for all purposes hereunder. Should any Change Order approved by Tenant modify the Approved Construction
Drawings, Tenant shall pay all additional costs thereby incurred by Landlord, plus a fee of three percent (3%) of the additional
cost for Landlord’s cost of coordination, supervision and overhead resulting from the revision to the Approved Construction
Drawings, excluding any additional architectural and/or engineering fees. All revised or additional Construction Drawings are
subject to Landlord’s prior review and written approval. Landlord shall use commercially reasonable efforts to review and
approve or disapprove any revised or additional Construction Drawings within five (5) business days after receipt thereof. If
Landlord fails to approve or disapprove any revised or additional Construction Drawings within such five-business-day period,
Landlord shall be deemed to have disapproved the applicable revised or additional Construction Drawings. If and when approved
or deemed to have been approved by Landlord, such revised or additional Construction Drawings shall constitute part of the Approved
Construction Drawings. Prior to commencement of construction or installation of any of Landlord’s Work provided in any Tenant
approved Change Order, Tenant shall execute and deliver to Landlord a revised T.E.A. reflecting any increases or decreases in
the cost to Landlord of constructing Landlord’s Work. Notwithstanding anything contained herein, if Tenant fails to approve
any Change Order, and if Landlord, in its reasonable judgment, believes that it would be unwise or inefficient to continue with
the Landlord’s Work until the issues relating to such Change Order have been resolved, then Landlord may halt the performance
of the Landlord’s Work until such time as the Change Order is either mutually approved by Landlord and Tenant or Landlord
and Tenant mutually agree to proceed with the Landlord’s Work without such Change Order, and any resulting delay in achieving
Substantial Completion of the Landlord’s Work shall be deemed to be a Tenant Delay.


 






    Exhibit B
 Page 3 of 7


     


    

 


2.04 Legal
Requirements. All design, construction and installation shall conform to the requirements of the Lease and all applicable
legal requirements. Tenant agrees that any review or approval by Landlord of the Space Plan or the Construction Drawings is solely
for Landlord’s benefit, and without any representation, warranty or liability whatsoever to Tenant or any other person with
respect to the adequacy, correctness or sufficiency thereof, or otherwise. The approval by Landlord of the Approved Space Plan
and the Approved Construction Drawings shall not in any way be deemed to be an agreement or certification by Landlord that the
work contemplated thereby complies with legal requirements or that the Approved Space Plan or the Approved Construction Drawings
will be approved by governmental agencies having jurisdiction there over. Tenant and the Space Planner shall be solely responsible
for the compliance of the design shown on the Approved Space Plan and the Approved Construction Drawings with legal requirements.


 


2.05 Materials
and Workmanship. All work and materials required under the Approved Construction Drawings, including all materials, finishes
and workmanship shall be equal to, or of a quality superior to, Building Standard. Except as may be approved by Landlord and Tenant,
all materials incorporated in Landlord’s Work shall be new.


 


2.06 Field
Verification. Space Planner shall verify at the job site all dimensions, locations and structural members and any physical
conditions affecting the Construction Drawings.


 


2.07 Landlord’s
Approval. Landlord shall not be unreasonably withhold, condition or delay its consent to the Space Plan, the Construction
Drawings, or any Change Order so long as the applicable plans, drawings, and specifications, and the work contemplated thereby:
(a) do not involve structural portions of the Leased Premises or Building or Building systems (including, but not limited to,
HVAC systems, life safety systems, electrical and plumbing systems); (b) affect only the Leased Premises, and not other tenants
or their premises, and are not visible from outside of the Leased Premises; (c) do not affect the certificate of occupancy issued
for the Building or the Leased Premises; (d) do not involve excess noise or fumes of any type; and (e) do not violate any legal
requirements. If, under the terms of this Work Letter, Landlord is deemed to have disapproved the Space Plan, the Construction
Drawings, the Contractor, the bid, or any Change Order by reason of Landlord’s failure to timely notify Tenant of Landlord’s
approval or disapproval, then Tenant may provide Landlord with written notice of such failure to respond (the “Second
Notice”), which, in order to be effective, must clearly, conspicuously and in bold type face set forth the following
statement at the top of the first page of the Second Notice: “SECOND NOTICE! THE FAILURE OF LANDLORD TO RESPOND WITHIN FIVE
(5) BUSINESS DAYS AFTER THE RECEIPT OF THIS SECOND NOTICE BY LANDLORD SHALL BE DEEMED TO BE LANDLORD’S APPROVAL.”
If Landlord should fail to notify Tenant in writing of its approval or disapproval within five (5) business days after receipt
of such Second Notice, Landlord shall be deemed to have approved the applicable item.


 






    Exhibit B
 Page 4 of 7


     


    

 


ARTICLE
3


 


LANDLORD’S
OBLIGATIONS


 


3.01 Tenant
Improvement Allowance.


 


(a) Landlord
shall contribute the Tenant Improvement Allowance towards Tenant’s Construction Costs (to the extent of the Tenant Improvement
Allowance). The Tenant Improvement Allowance must be used only for Tenant’s actual out-of-pocket costs (hard and soft) of
constructing Landlord’s Work. The cost of all improvements required by the Approved Construction Drawings shall be paid
from such Tenant Improvement Allowance. Landlord will apply the Tenant Improvement Allowance to pay Tenant’s Construction
Costs, pursuant to Section 4.01 below, as such costs are incurred. After the Tenant Improvement Allowance has been exhausted,
Landlord will apply Tenant’s Construction Costs Deposit to pay Tenant’s Construction Costs as such costs are incurred.
Except as set forth in Section 2.07 of the Lease, any unused portion of the Tenant Improvement Allowance shall be retained by
Landlord, and Tenant shall have no further rights with respect thereto. Any unused portion of Tenant’s Construction Costs
Deposit shall be refunded to Tenant.


 


(b) As
set forth in this Work Letter, Landlord shall construct the Landlord’s Work, and pay the cost thereof up to the amount of
the Tenant Improvement Allowance, but, in the event that the costs of the Landlord’s Work exceed the total of the Tenant
Improvement Allowance, then the entire amount of such excess (hereinafter referred to as the “Excess”)
shall be Tenant’s sole liability and responsibility. However, within ten (10) days after the approval of the bid for the
Landlord’s Work, as set forth above, Tenant may notify Landlord in writing as to whether or not Tenant elects to have Landlord
pay up to $5.00 per rentable square foot of the Leased Premises ($2,598,400.00 total) of the Excess (the “Potentially
Amortized Costs”). If Tenant elects to have Landlord provide the Potentially Amortized Costs as set forth in this
Section 3.01(b), the Potentially Amortized Costs shall be added to and for all purposes of the Lease and this Work Letter treated
as part of the Tenant Improvement Allowance, and shall be repaid by Tenant as set forth below in this Section 3.01(b). If Tenant
elects not to have the Potentially Amortized Costs added to the Tenant Improvement Allowance and amortized as set forth in this
Section 3.01(b), or fails to provide notice of its election within such ten (10) day period, Tenant shall be deemed to have waived
its right to have such Potentially Amortized Costs added to the Tenant Improvement Allowance and amortized as set forth in this
Section 3.01(b). In such event, the amount of the Potentially Amortized Costs shall not be added to the Tenant Improvement Allowance.
If Tenant elects to have the Potentially Amortized Costs added to the Tenant Improvement Allowance and amortized by Landlord,
the Potentially Amortized Costs shall be amortized over the initial Lease Term, as follows: The outstanding balance of the Potentially
Amortized Costs shall bear interest at the rate of seven percent (7%) simple interest per annum from the date Tenant notifies
Landlord of its election to have the Potentially Amortized Costs added to the Tenant Improvement Allowance and amortized until
such amount is paid in full, and a sum equal to the amount of principal and interest necessary to fully amortize the Potentially
Amortized Costs over the Lease Term in equal monthly installments shall be added to Tenant’s liability for the payment of
Rent due under the Lease (hereinafter referred to as “Additional Monthly Payments”). The Additional
Monthly Payments shall constitute Additional Rent due under the Lease, and shall be paid monthly at the same time and in the same
manner that Monthly Rental Installments are paid under the Lease (except that in no event shall the Rental Concession apply to
or be deemed to forgive or excuse payment of the Additional Monthly Payments). After completion of the Landlord’s Work,
Landlord shall calculate the amount of the Potentially Amortized Costs and the amount of Tenant’s Additional Monthly Payments
and shall provide Tenant written notice of the results of such calculations. Tenant agrees, if requested by Landlord, to execute
an amendment to the Lease setting forth the amount of the Additional Monthly Payments. Failure to execute such amendment upon
request of Landlord or to pay the Additional Monthly Payments when due shall constitute a Default under the Lease.


 


3.02 Coordination.
Unless otherwise agreed in writing by Landlord and Tenant, all work involved in the construction and installation of Landlord’s
Work shall be carried out by Contractor under a contract with Landlord and under the sole direction of Landlord. Tenant shall
cooperate with Landlord, Contractor and the Space Planner to promote the efficient and expeditious completion of such work. All
work not within the scope of the normal construction trades employed for the Building, such as the furnishing and installation
of draperies, furniture, telephone equipment, voice and data cabling, and office equipment, shall be furnished and installed by
Tenant at Tenant’s expense.


 






    Exhibit B
 Page 5 of 7


     


    

 


3.03 Commencement
of Construction. Landlord shall have no obligation to commence or to allow commencement of construction or installation of
Landlord’s Work in the Leased Premises until: (a) Tenant has delivered to Landlord the Approved Construction Drawings, initialed
by Tenant’s Representative and Landlord’s Representative, and the executed T.E.A., and Tenant has approved the selection
of the Contractor and the bid in writing, all as required pursuant to Section 2.02 above; (b) Landlord has received from Tenant
payment of all Rent then due under the Lease and the Security Deposit, if any, required under the Lease; and (c) Landlord has
received from Tenant payment of Tenant’s Construction Costs Deposit, if any.


 


3.04 Commencement
of Change Orders. Landlord shall have no obligation to commence or to allow commencement of construction or installation of
any of work provided in any Change Order until Landlord has received from Tenant payment of the required addition to Tenant’s
Construction Costs Deposit, if any, and the executed revised T.E.A., as provided in Section 2.03 above, with respect to such Change
Order.


 


3.05 Substitutions.
Landlord, upon prior notice to Tenant, reserves the right to make reasonable substitutions of equal or better quality and value
in the event of unavailability of materials or due to field conditions.


 


ARTICLE
4


 


TENANT’S
OBLIGATIONS


 


4.01 Payments.


 


(a) Tenant
shall be responsible for payment of the following to the extent such costs exceed the Tenant Improvement Allowance: (i) the costs
of preparation of the Space Plan and the Construction Drawings (including, without limitation, design fees, fees for architectural
work and drawings, engineering fees, and permit costs) and all costs to complete the construction of the Landlord’s Work,
including but not limited to the cost of all labor and materials supplied by the Contractor and Landlord and their respective
material suppliers, independent contractors and subcontractors to construct and complete the Landlord’s Work, including
but not limited to the cost of any Change Orders, Contractor’s profit and overhead expenses, and costs associated with sustainability
practices, documentation, registration and certification; and (ii) a fee equal to three percent (3%) of the total of the costs
set forth in this Section 4.01(a) (including Change Orders) as a construction management fee. The costs set forth in this Section
4.01(a) are collectively referred to herein as “Tenant’s Construction Costs.”


 


(b) Tenant
shall pay Tenant’s Construction Costs, plus any other costs owing by Tenant to Landlord in connection with the construction
of the Landlord’s Work, as follows: (i) on the date of execution of the T.E.A., Tenant shall pay to Landlord one hundred
percent (100%) of the amount by which the amount indicated on the T.E.A. exceeds the Tenant Improvement Allowance (“Tenant’s
Construction Costs Deposit”); (ii) on the date of approval by Landlord of any Change Order which increases or decreases
the cost of the Landlord’s Work, Tenant shall execute a revised T.E.A., as provided in Section 2.03 above, evidencing such
increased or decreased cost and shall deposit with Landlord, as an addition to Tenant’s Construction Costs Deposit, one
hundred percent (100%) of the amount of the increased or decreased costs represented by such Change Order; and (iii) Tenant shall
pay to Landlord, upon Substantial Completion of the Landlord’s Work, the remainder, if any, of Tenant’s Construction
Costs, plus any other costs owing by Tenant to Landlord in connection with the construction of the Landlord’s Work, such
amount to be indicated on a statement delivered by Landlord to Tenant and paid by Tenant. The amount shown on such statement shall
be paid by Tenant within ten (10) days after receipt of such statement. Tenant agrees that in the event it fails to make any payment
required in this Work Letter in a timely manner, Landlord, in addition to any and all other remedies allowed to Landlord by law
or in equity, shall have the same rights and remedies against Tenant as if a Default in payment of Rent had occurred under the
Lease.


 






    Exhibit B
 Page 6 of 7


     


    

 


4.02 Early
Access. Tenant shall have the right to access the Leased Premises while the Landlord Work is being performed pursuant and
subject to the terms of Section 2.06 of the Lease.


 


4.03 Tenant’s
Lease Default. Notwithstanding any provision to the contrary contained in the Lease, if a Default (beyond any applicable notice
and cure period) under the Lease, or a default by Tenant under this Work Letter, has occurred at any time on or before the Substantial
Completion of Landlord’s Work, then: (a) in addition to all other rights and remedies granted to Landlord pursuant to the
Lease, Landlord shall have the right to cause Contractor to cease the construction of the Leased Premises (in which case, Tenant
shall be responsible for any delay in the Substantial Completion of Landlord’s Work caused by such work stoppage as set
forth in Section 5.01 of this Work Letter); and (b) all other obligations of Landlord under the terms of this Work Letter shall
be forgiven until such time as such default is cured pursuant to the terms of the Lease.


 


4.04 General
Provisions. This Work Letter shall not be deemed applicable to: (a) any space which is subsequently added to the original
Leased Premises under the Lease, whether by any option or right under the Lease, including expansion options, rights of first
offer and rights of first opportunity, or otherwise; or (b) any portion of the Leased Premises or any additions thereto in the
event of a renewal or extension of the Lease Term, whether by any option or right under the Lease, including extension or renewal
options, or otherwise, unless expressly provided in the Lease or any amendment thereto. Any changes to the Approved Space Plan
or the Approved Construction Drawings, or any additional work required by any governmental agencies having jurisdiction over the
Building or any aspect of Landlord’s Work shall be complied with by Landlord and/or Contractor. Such required changes and/or
additional work shall not be deemed to be a violation of the Approved Space Plan, the Approved Construction Drawings or any other
provision of this Work Letter and shall be accepted by Tenant. If such required changes and/or additional work increase or decrease
the cost to Landlord of constructing Landlord’s Work, Landlord shall prepare and deliver to Tenant a revised T.E.A. and
a Change Order evidencing the total cost of such changes and/or additional work. If Tenant notifies Landlord of a defect in material
or workmanship pertaining to the Landlord’s Work within one (1) year after the Commencement Date, then Landlord will cause
such defect to be repaired as soon as reasonably practicable. Tenant’s sole and exclusive remedy against Landlord for any
defects in material or workmanship shall be for the repair and replacement of such defects of material and workmanship. However,
for the avoidance of doubt, Landlord shall have no obligation to repair or replace such defects of material or workmanship unless
Tenant submits written notice of such defects to Landlord within one (1) year after the Commencement Date. LANDLORD MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN
CONNECTION WITH THE LANDLORD’S WORK EXCEPT THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 4.04. TENANT’S SOLE
REMEDY FOR THE BREACH OF ANY APPLICABLE WARRANTY SHALL BE THE REMEDY SET FORTH IN THIS SECTION 4.04. Tenant agrees that no other
remedy, including, without limitation, incidental or consequential damages for lost profits, injury to person or property or any
other incidental or consequential loss shall be available to Tenant.


 


ARTICLE
5


 


DELAY


 


5.01 Tenant
Delay. The term “Tenant Delay” shall mean each day that Substantial Completion of Landlord’s
Work is delayed by any of the following: (a) Tenant’s failure to respond, within the time periods prescribed by Landlord
(or, if no time period is so prescribed, within five (5) days), to a request for information necessary for the completion of the
Space Plan or the Construction Drawings; or (b) failure for any reason, other than unreasonable delays attributable to Landlord,
to develop the Approved Space Plan or the Approved Construction Drawings by the dates prescribed herein; or (c) Tenant’s
failure to execute and deliver the T.E.A. by the date required in Section 2.02(b) above; or (d) Tenant’s failure to pay
the Rent as required in the Lease; or (e) Tenant’s failure to pay Tenant’s Construction Costs Deposit by the date
required in Section 4.01(b)(i) above; or (f) changes by Tenant in the Approved Construction Drawings or Change Orders which actually
cause delays in the completion of Landlord’s Work; or (g) requirements by Tenant for materials, finishes or installations
which are not Building Standard, including but not limited to any delays caused by failure to obtain or to receive delivery or
installation of any such Non-Building Standard materials in a timely manner, but only to the extent that Landlord informed Tenant
that such requirements were likely to result in a delay; or (h) any interference by Tenant with the performance of Landlord’s
Work; or (i) delay by Tenant in delivering to Landlord an executed, revised T.E.A. and paying to Landlord any addition to Tenant’s
Construction Costs Deposit required by a Change Order; or (j) any other cause which is defined as a Tenant Delay under this Work
Letter or the Lease; or (k) intentionally omitted; or (l) changes to the base, shell and core of the Building required by the
Approved Construction Drawings, but only to the extent that Landlord informed Tenant that such changes were likely to result in
a delay; or (m) if a Certificate of Occupancy (temporary or final), is required in order to achieve Substantial Completion of
Landlord’s Work, any refusal by the appropriate governmental authority to issue such Certificate of Occupancy due to Tenant’s
failure to install, or delay in installing, any furniture or equipment that Landlord is not required to install as part of Landlord’s
Work; or (n) any other acts or omissions of Tenant, or its agents, or employees. The date that Substantial Completion actually
occurs will be accelerated for all purposes of this Lease (including, without limitation, for determination of the Commencement
Date and the obligation to pay Rent (subject to the Rental Concession)), by the number of days of any Tenant Delay that causes
Landlord to be delayed in achieving Substantial Completion. If Landlord is unable to achieve Substantial Completion because of
Tenant Delay, Landlord may, by written notice to Tenant, establish the Commencement Date as the date on which Substantial Completion
could have been achieved, but for such Tenant Delay.


 



    Exhibit B
 Page 7 of 7


     


    

 


EXHIBIT
C


 


FORM
OF LETTER OF UNDERSTANDING


  


______________________________


Attn:
______________________, Property Manager


 _____________________________

_____________________________


 


		RE:	Lease
                                         between ____________________________________________(“Landlord”) and __________________________________________
                                         (“Tenant”) for the Leased Premises located at ______________________________,
                                         __________________, __________ (the “Leased Premises”), within _________________________,
                                         dated ________________ (the “Lease”).



 


Dear
_________________________:


 


The
undersigned, on behalf of Tenant, certifies to Landlord as follows:


 


		1.	The
Commencement Date under the Lease is ____________________________.



 


		3.	The
                                         Expiration Date of the Lease is ___________________.



 


		4.	The
                                         Lease (including amendments or guaranty, if any) is the entire agreement between Landlord
                                         and Tenant as to the leasing of the Leased Premises and is in full force and effect.



 


		5.	Landlord
                                         has completed the improvements designated as Landlord’s obligation under the Lease (excluding
                                         punchlist items as agreed upon by Landlord and Tenant), if any, and Tenant has accepted
                                         the Leased Premises as of the Commencement Date.



 


		6.	To
                                         the best of the undersigned’s knowledge, there are no uncured events of default by either
                                         Tenant or Landlord under the Lease.



 


IN
WITNESS WHEREOF, the undersigned has caused this Letter of Understanding to be executed this ____ day of _________________, 20____.


  


EXHIBIT
ONLY – NOT TO BE EXECUTED


  



    Exhibit C
 Page 1 of 1


     


    

 


EXHIBIT
D


 


RULES
AND REGULATIONS


 


1. The
sidewalks, entrances, driveways and roadways serving and adjacent to the Leased Premises shall not be obstructed or used for any
purpose other than ingress and egress. Landlord shall control the Common Areas.


 


2. No
awnings or other projections shall be attached to the outside walls of the Building. No curtains, blinds, shades or screens shall
be attached to or hung in, or used in connection with, any window or door of the Leased Premises other than Landlord standard
window coverings without Landlord’s prior written approval. All electric ceiling fixtures hung in offices or spaces along the
perimeter of the Building must be fluorescent, of a quality, type, design and tube color approved by Landlord. Neither the interior
nor the exterior of any windows shall be coated or otherwise sunscreened without written consent of Landlord.


 


3. No
sign, advertisement, notice or handbill shall be exhibited, distributed, painted or affixed by any tenant on, about or from any
part of the Leased Premises, the Building or in the Common Areas including the parking area without the prior written consent
of Landlord. In the event of the violation of the foregoing by any tenant, Landlord may remove or stop same without any liability,
and may charge the expense incurred in such removal or stopping to such tenant.


 


4. The
sinks and toilets and other plumbing fixtures shall not be used for any purpose other than those for which they were constructed,
and no sweepings, rubbish, rags, or other substances shall be thrown therein. All damages resulting from any misuse of the fixtures
shall be borne by the tenant who, or whose subtenants, assignees or any of their servants, employees, agents, visitors or licensees
shall have caused the same.


 


5. Except
for Landlord’s Work and improvements made by Tenant in accordance with attached Lease, no boring, cutting or stringing of
wires or laying of any floor coverings shall be permitted, except with the prior written consent of Landlord and as Landlord may
direct. Landlord shall direct electricians as to where and how telephone or data cabling are to be introduced. The location of
telephones, call boxes and other office equipment affixed to the Leased Premises shall be subject to the approval of Landlord,
which shall not be unreasonably withheld, conditioned, or delayed.


 


6. No
birds or animals of any kind (except service animals) shall be brought into or kept in or about the Leased Premises, and no cooking
shall be done or permitted by any tenant on the Leased Premises, except microwave cooking, and the preparation of coffee, tea,
hot chocolate and similar items for tenants and their employees. No tenant shall cause or permit any unusual or objectionable
odors to be produced in or permeate from the Leased Premises.


 


7. No
tenant shall occupy or permit any portion of the Leased Premises to be occupied as an office for the manufacture or sale of liquor,
narcotics, or tobacco in any form, or as a medical office, or as a barber or manicure shop, or a dance, exercise or music studio,
or any type of school or daycare or copy, photographic or print shop or an employment bureau without the express written consent
of Landlord. The Leased Premises shall not be used for lodging or sleeping or for any immoral or illegal purpose.


 


8. No
tenant shall make, or permit to be made any unseemly, excessive or disturbing noises or disturb or interfere with occupants of
the Building, neighboring buildings in the Park or neighboring premises, whether by the use of any musical instrument, radio,
phonograph, unusual noise, or in any other way. No tenant shall throw anything out of doors, windows or down the passageways.


 






    Exhibit D
 Page 1 of 2


     


    

 


9. No
tenant, subtenant or assignee nor any of its servants, employees, agents, visitors or licensees, shall at any time bring or keep
upon the Leased Premises any flammable, combustible or explosive fluid, chemical or substance or firearm in violation of any Laws.


 


10. No
additional locks or bolts of any kind shall be placed upon any of the doors or windows by any tenant, nor shall any changes be
made to existing locks or the mechanism thereof. Each tenant must upon the termination of his tenancy, restore to Landlord all
keys of doors, offices, and toilet rooms, either furnished to, or otherwise procured by, such tenant and in the event of the loss
of keys so furnished, such tenant shall pay to Landlord the cost of replacing the same or of changing the lock or locks opened
by such lost key if Landlord shall deem it necessary to make such changes.


 


11. Each
tenant shall be responsible for all persons entering the Building at tenant’s invitation, express or implied. Landlord shall in
no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In case
of an invasion, mob riot, public excitement or other circumstances rendering such action advisable in Landlord’s opinion, Landlord
reserves the right without any abatement of rent to require all persons to vacate the Building and to prevent access to the Building
during the continuance of the same for the safety of the tenants and the protection of the Building and the property in the Building.


 


12. Canvassing,
soliciting and peddling in the Building are prohibited, and each tenant shall report and otherwise cooperate to prevent the same.


 


13. All
equipment of any electrical or mechanical nature shall be placed by tenant in the Leased Premises in settings that will, to the
maximum extent possible, absorb or prevent any vibration, noise and annoyance.


 


14. The
scheduling of tenant move-ins shall be before or after normal business hours and on weekends, subject to the reasonable discretion
of Landlord.


 


15. The
Building is a smoke-free Building. Smoking is strictly prohibited within the Building. Smoking shall only be allowed in areas
designated as a smoking area by Landlord. Tenant and its employees, representatives, contractors or invitees shall not smoke within
the Building or throw cigar or cigarette butts or other substances or litter of any kind in or about the Building, except in receptacles
for that purpose. Landlord may, at its sole discretion, impose a charge against monthly rent of $50.00 per violation by tenant
or any of its employees, representatives, contractors or invitees, of this smoking policy.


 


16. Tenants
will insure that all doors are securely locked, and water faucets, electric lights and electric machinery are turned off before
leaving the Leased Premises.


 


17. Tenant,
its employees, customers, invitees and guests shall, when using the parking facilities in and around the Building, observe and
obey all signs regarding fire lanes and no-parking and driving speed zones and designated handicapped and visitor spaces, and
when parking always park between the designated lines. Landlord reserves the right to tow away, at the expense of the owner, any
vehicle which is improperly parked or parked in a no-parking zone or in a designated handicapped area, and any vehicle which is
left in any parking lot in violation of the foregoing regulation. All vehicles shall be parked at the sole risk of the owner,
and Landlord assumes no responsibility for any damage to or loss of vehicles.


 


18. Tenant
shall be responsible for and cause the proper disposal of medical waste, including hypodermic needles, created by its employees.


  


19. Tenant
shall not store any non-containerized, loose substances or materials on the floor of the Leased Premises.


 


20. No
outside storage is permitted including without limitation the storage of trucks and other vehicles.


 


21. No
tenant shall be allowed to conduct an auction from the Leased Premises without the prior written consent of Landlord.


 


It
is Landlord’s desire to maintain in the Building and Common Areas the highest standard of dignity and good taste consistent with
comfort and convenience for tenants. Any action or condition not meeting this high standard should be reported directly to Landlord.
Landlord reserves the right to make such other and further rules and regulations as in its judgment may from time to time be necessary
for the safety, care and cleanliness of the Building and Common Areas, and for the preservation of good order therein. In the
event of any conflict between these Rules and Regulations and the terms of the Lease, the terms of the Lease shall control in
every instance.


 






    Exhibit D
 Page 2 of 2


     


    

 


EXHIBIT
E


 


Approved
Tenant Signage


 


 


 



    Exhibit E
 Page 1 of 1


     


    

 


EXHIBIT
F


 


PARKING
LOT


 


[The
Parking Lot consists of the areas marked with diagonal lines on the below drawing]


 


 


 



    Exhibit F
 Page 1 of 1


     


    

 


EXHIBIT
G


 


PERMITTED
HAZARDOUS SUBSTANCES


 


	Description	 	Typical
    / Sample Grade information	 	Average
    On Hand	 	UOM
	Polyethylene	 	polyethylene,
    powder	 	12,000	 	Pound
	EVERNOX
    10	 	antioxidant,
    powder	 	10,000	 	Kilo
	EVERFOS
    168	 	antioxidant,
    powder	 	100,000	 	Kilo
	KRATON
    - E1830HF POLYMER	 	rubber,
    powder	 	190,000	 	Pound
	3M
    K37 - MICROSPHERES	 	glass
    beads, powder	 	80,000	 	Pound
	2460505
    INDOFAST VIOLET 23	 	purple
    pigment, powder	 	90	 	pound
	POLY
    FILM 63” 160cm .004mil	 	polyethylene
    plastic film	 	128	 	roll
	POLY
    FILM 78.75” 200cm or 78.75” sws .004 mil	 	polyethylene
    plastic film	 	128	 	roll
	POLY
    FILM CLEAR 110”	 	polyethylene
    plastic film	 	90	 	roll
	STRETCH
    WRAP-50”-HIGH SLIP	 	polyethylene
    plastic film	 	180	 	roll
	STRETCH
    WRAP-100”-HIGH SLIP	 	polyethylene
    plastic film	 	80	 	roll
	FIRE
    SOCK - TWINXL - GEN2.1	 	flame
    resistant fabric	 	2,400	 	Each
	FIRE
    SOCK - FULL / QUEEN - GEN2.1	 	flame
    resistant fabric	 	24,000	 	Each
	FIRE
    SOCK - KING / CAL KING - GEN2.1	 	flame
    resistant fabric	 	18,000	 	Each
	MATTRESS
    - SCRIM 90% COTTON - 10% SPANDEX	 	cloth	 	70,000	 	kilos
	MINERAL
    OIL	 	liquid	 	40,000	 	gallons
	MATTRESS
    - ENGLISH/FRENCH VINYL BAG TWIN/TWINXL	 	PVC
    bag	 	16,000	 	Each
	MATTRESS
    - ENGLISH/FRENCH VINYL BAG FULL/QUEEN	 	PVC
    bag	 	50,000	 	Each
	MATTRESS
    - ENGLISH/FRENCH VINYL BAG CALKING/KING	 	PVC
    bag	 	30,000	 	Each
	PET
    BED - POLY BAG - SMALL	 	polyethylene
    plastic film	 	2,000	 	Each
	PET
    BED - POLY BAG - MEDIUM	 	polyethylene
    plastic film	 	2,000	 	Each
	PET
    BED - POLY BAG - LARGE	 	polyethylene
    plastic film	 	2,000	 	Each
	Glue
    1000 Kilos per tote	 	Water
    based Adhesive	 	15	 	tote
	Soap
    5 gallon bucket	 	e.g.
    Dawn, or another dish soap	 	4	 	bucket
	Compounded
    Hyper Elastic Polymer	 	The
    Purple Grid, folded and boxed in plastic totes	 	varies
    on demand	 	Each
	Hydraulic
    Fluid	 	oil,
    totes	 	2200	 	pound
	waste
    / used oil	 	oil,
    totes	 	6000	 	pound
	various
    oils:  gear, lube, pneumatic, grease	 	oil,
    drums, small containers	 	500	 	pound


 



    Exhibit G
 Page 1 of 1


     


    

 


EXHIBIT
H-1


 


OIL
TANK AREA


 


[The
Oil Tank Area is the area marked with diagonal lines on the below drawing]


 


 


 



    Exhibit H-1
 Page 1 of 1


     


    

 


EXHIBIT
H-2


 


PRE-APPROVED
PLANS FOR OIL TANKS


 


 


   



    Exhibit H-2
 Page 1 of 2


     


    

 


 


 


 


Exhibit H-2

Page 2 of 2