BASIC LEASE INFORMATION


 


	Lease Date:	August 3, 2012
	 	 
	Tenant:	 EOS PETRO, INC., a Delaware corporation
	 	 
	Address of Tenant:	________________________________
	 	_______________________________
	 	 
	 	For all notices:
	 	 
	 	Attention: Nikolas Konstant
	 	Telephone:
	 	Telecopy:
	 	Email:
	 	 
	Landlord:	1975 Babcock Road, LLC, a Texas limited liability company
	 	 
	Address of Landlord:	P.O. Box 90624
	 	San Antonio, TX 78209


 


	 	For all notices:	With a copy to:
	 	 	 
	 	Attention: John H. Roberts	Attention: John B. Low, Esq.
	 	Telephone: 210-530-0200	Telephone: 210/826-5050
	 	Telecopy: 210-530-0204	Telecopy: 210-579-7282
	 	Email: jroberts@ridgemont.us	Email: jlow2525@sbcglobal.net


 


	Location:	1975 Babcock Road, San Antonio, Texas and more particularly described on Exhibit A attached hereto and made a part hereof for all purposes.
	 	 
	Premises:	One wing on the second floor comprising approximately 7,500 square feet (“Premises”) of the two story office building situated on approximately 2.243 acres out of land, as more particularly described on Exhibit A attached hereto and made a part hereof (the "Land").
	 	 
	Building:	 The existing improvements having approximately 63,000 square feet of area upon the Land as modified or improved pursuant to Section 11 hereof, together with all appurtenant improvements and attached fixtures, and all alterations, additions, and changes thereto.
	 	 
	Term:	The period of time commencing on the Lease Date (the “Commencement Date”) and expiring on the last day of the thirty-sixth Lease Month, together with any renewal period(s) exercised and entered into in accordance with the terms of Exhibit B attached to this Lease.



 



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	Base Rental:	Tenant shall pay Monthly Base Rental in the following amounts for the following periods of time, to include any and all taxes and insurances, it being understood that the Base Rental is calculated at $16.50 per square foot on 7,500 square feet:


 


	Years	 	 	Monthly Base Rental	 	 	Total Annual Base Rental	 
		1-3	 	 	$	10,312.50	 	 	$	123,750.00	 



 


As used herein, the term “Lease
Month” shall mean each calendar month during the Term (and if the Commencement Date is not the first day of a month,
then the period of time from the Commencement Date through the last day of the month in which the Commencement Date occurs is referred
to herein as the "Initial Term", and the remainder of the Term shall be referred to herein as the "Base
Term".


 


	Initial Monthly Payment:	 	Base Rental	 	$	10,312.50	 	 
	 	 	Additional Rental	 	$		 	 
	 	 	Total Initial Monthly Payment	 	$	10,312.50	 	 



 


	Additional Rental:	All sums of money, however described, which Tenant becomes obligated to pay to Landlord pursuant to the terms of this Lease, other than Base Rental.
	 	 
	Rent:	All Base Rental and Additional Rental.
	 	 
	Rent
 Commencement Date:	August 3, 2012
	 	 
	Security Deposit:	Tenant to provide a Security Deposit in the amount of N/A and first month’s rental of $10,312.50 upon full execution of this Lease.
	 	 
	Base Year:	2013
	 	 
	Proportionate Share:	Tenant's "Proportionate Share" shall be forty-seven and six-tenths percent (11.875%) of any increases over Base Year, beginning January 1, 2014.


 


The foregoing Basic Lease Information and
definitions are hereby incorporated into and made a part of the Lease identified hereinabove. Each reference in the lease to any
of the information and definitions set forth in the Basic Lease Information shall mean and refer to the information and definitions
hereinabove set forth and shall be used in conjunction with and limited by all references thereto in the provisions of the Lease.
In the event of any conflict between any Basic Lease Information and the Lease, the lease shall control.


 


	TENANT:	EOS PETRO, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Nikolas Konstant
	 	Name: Nikolas Konstant
	 	Title: President


 


	LANDLORD:	1975 BABCOCK ROAD, LLC,
	 	a Texas limited liability company


 


	 	By:	/s/ John Roberts
	 	Name:	John Roberts
	 	Title:	 


 



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TABLE OF CONTENTS


 


	Page No.	 	 
	 	 	 
	1.	DEFINITIONS AND BASIC PROVISIONS	1
	 	 	 
	2.	LEASE GRANT	1
	 	 	 
	3.	RENT	2
	 	 	 
	4.	SECURITY DEPOSIT	2
	 	 	 
	5.	LANDLORD OBLIGATIONS	2
	 	 	 
	6.	ADDITIONAL EXPENSES	2
	 	 	 
	7.	TENANT'S MAINTENANCE, REPAIR AND REPLACEMENT OBLIGATIONS	2
	 	 	 
	8.	TENANT'S UTILITY AND PERMIT OBLIGATIONS	3
	 	 	 
	9.	TAXES	3
	 	 	 
	10.	TENANT'S INSURANCE OBLIGATIONS	3
	 	 	 
	11.	CONSTRUCTION ON THE PREMISES	5
	 	 	 
	12.	SIGNAGE	6
	 	 	 
	13.	USE; REDELIVERY	6
	 	 	 
	14.	ASSIGNMENT AND SUBLETTING	7
	 	 	 
	15.	INDEMNITY	10
	 	 	 
	16.	SUBORDINATION	10
	 	 	 
	17.	INSPECTION	11
	 	 	 
	18.	CONDEMNATION	12
	 	 	 
	19.	FIRE OR OTHER CASUALTY	12
	 	 	 
	20.	HOLDING OVER	14
	 	 	 
	21.	EVENTS OF DEFAULT	14
	 	 	 
	22.	REMEDIES	15
	 	 	 
	23.	PAYMENT BY TENANT; NON-WAIVER	15


 



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	24.	SURRENDER OF PREMISES	16
	 	 	 
	25.	ATTORNEYS' FEES	16
	 	 	 
	26.	MECHANICS' LIENS	16
	 	 	 
	27.	WAIVER OF SUBROGATION	16
	 	 	 
	28.	BROKERAGE	16
	 	 	 
	29.	ESTOPPEL CERTIFICATES	17
	 	 	 
	30.	NOTICES	17
	 	 	 
	31.	SEVERABILITY	17
	 	 	 
	32.	AMENDMENTS; BINDING EFFECT	18
	 	 	 
	33.	QUIET ENJOYMENT	18
	 	 	 
	34.	GENDER	18
	 	 	 
	35.	JOINT AND SEVERAL LIABILITY	18
	 	 	 
	36.	LANDLORD'S LIABILITY	18
	 	 	 
	37.	NOTICE TO LENDER	18
	 	 	 
	38.	LANDLORD'S LIEN	18
	 	 	 
	39.	HAZARDOUS WASTE	19
	 	 	 
	40.	CAPTIONS	19
	 	 	 
	41.	MISCELLANEOUS	19
	 	 	 
	42.	SALES REPORTS AND RECORDS	21
	 	 	 
	43.	EXHIBITS AND ATTACHMENTS	21
	 	 	 
	44.	INDEMNITY OBLIGATIONS	21
	 	 	 
	45.	NET LEASE	  


 



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LEASE AGREEMENT


 


This Lease Agreement
(this "Lease") is entered into as of the Lease Date by and between Landlord and Tenant.


 


WITNESSETH:


 


1.           DEFINITIONS
AND BASIC PROVISIONS. The definitions and basic provisions set forth in the Basic Lease Information (the "Basic
Lease Information") executed by Landlord and Tenant contemporaneously herewith are incorporated herein by reference
for all purposes and shall be used in conjunction with and limited by the references thereto in the provisions of this Lease. In
the event of any conflict, the provisions of this Lease shall control. Additionally, the following terms shall have the following
meanings when used in this Lease: "Laws" means all federal, state, and local laws, rules and regulations,
all court orders, governmental directives, and governmental orders, and all restrictive covenants affecting the Property, and "Law"
shall mean any of the foregoing; "Affiliate" means any person or entity which, directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under common control with the party in question; "Tenant
Party" means any of the following persons: Tenant; any assignees claiming by, through, or under Tenant; any subtenants
claiming by, through, or under Tenant; and any of their respective agents, contractors, employees, and invitees; and Including"
means including, without limitation.


 


2.           LEASE
GRANT.


 


(a) In consideration
of the Rent to be paid, the other covenants and agreements to be performed by Tenant, and upon the terms hereinafter stated, Landlord
does hereby lease, demise and let unto Tenant the Premises, commencing on the Commencement Date and ending on the last day of the
Term.


 


(b)          By
executing this Lease, Tenant shall be deemed to have accepted the Premises and Building as suitable for the purpose herein intended.
Tenant accepts the Premises and Building in "AS IS -WHERE IS" condition without any representations or warranties from
Landlord. Accordingly, Tenant hereby waives any implied or express warranties of habitability, suitability, merchantability, quality,
condition or fitness for a particular purpose with respect to the Premises and Building. Tenant has inspected the Premises and
Building to the degree it deemed necessary and desirable and is thoroughly familiar with its condition. Tenant hereby accepts the
Premises and Building as being in good and satisfactory condition and suitable for their intended commercial purpose. THE PROVISIONS
OF THIS SECTION 2(b) HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION, NEGATION
AND DISCLAIMER BY LANDLORD OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL
CODE OR ANOTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE. Notwithstanding the foregoing, within thirty (30) days of the
Lease Date Landlord shall provide Tenant with a certificate from a licensed contractor stating that the roof and HVAC system are
in good working order. Should Landlord fail to do so, Landlord shall be obligated to repair the roof or HVAC system at its sole
cost and expense.


 



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3.           RENT.


 


(a)          In
consideration of this Lease, Tenant promises and agrees to pay Landlord the Rent, without demand, deduction or set off, on or before
the first day of each month of the Term. The first such monthly installment of Rent shall be payable by Tenant to Landlord on the
Lease Date and monthly installments of Base Rent shall thereafter be paid on or before the first day of each subsequent calendar
month during the Term. In the event any installment of Rent is not received within ten (10) days after the due date thereof (without
in any way implying Landlord’s consent to such late payment), unless other arrangements have been made between Landlord and
Tenant, Tenant agrees to pay, in addition to said installment of Rent, a late payment charge equal to five percent (5%) of the
late installment of Rent, it being understood that said late payment charge shall constitute liquidated damages (but shall not
void the occurrence of a default or eliminate any of Landlord’s remedies therefor) and shall be for the purposes of reimbursing
Landlord for the additional costs and expenses which Landlord presently expects to incur in connection with the handling and processing
of a late installment payment of Rent. Tenant and Landlord agree that the damages suffered by Landlord in the event of any such
late payments are not capable of being ascertained precisely, and that the foregoing amount constitutes a reasonable and good faith
estimate by the parties of the extent of such damages. Notwithstanding anything in this Lease to the contrary, all amounts payable
by Tenant to Landlord as Rent shall constitute rent for the purpose of Section 502(b)(7), as it may be amended, of the Bankruptcy
Code (defined below).


 


4.           SECURITY
DEPOSIT. As security for performance by Tenant of Tenant’s obligations under this Lease, subject to the provisions
set forth in this Paragraph 4, prior to the Commencement Date, Tenant has delivered to Landlord a Security Deposit in the amount
of $N/A.


 


5.           LANDLORD
OBLIGATIONS.         Landlord shall repair, replace or maintain the structural
integrity of the structural, load-bearing walls, roof and foundation of the Building. Landlord shall have the sole responsibility
to repair all interruptions in the provision of utility services, including but not limited to electricity, HVAC systems and water,
originating outside the Premises. Landlord shall have absolutely no obligation to repair, replace or maintain all or any portion
of the Premises. Landlord shall have absolutely no obligation to pay any costs or expenses of any description associated with the
operations of the Premises. All repairs, replacements, maintenance, costs and expenses associated with the Premises are to be made
or borne by Tenant as its sole responsibility and at its sole cost and expense.


 


6.           Additional
Expenses.


 


[Intentionally omitted]


 


7.           TENANT’S
MAINTENANCE, REPAIR AND REPLACEMENT OBLIGATIONS.


 


(a)          Commencing
on the Commencement Date, Tenant shall, at its sole cost and expense, without any limitation or contribution from Landlord, keep
and maintain all parts of the Premises in good working condition, except for reasonable wear and tear, promptly making all necessary
repairs and replacements of a non-structural nature, ordinary and extraordinary, including but not limited to, windows, glass and
plate glass, doors, and any special office entries, walls and finish work, floors and floor covering, electrical cabling and fixtures,
data and telephone cabling and fixtures, heating and air conditioning systems, plumbing lines and fixtures, electrical lines and
fixtures, janitorial and porter services, down spouts, gutters, dock boards, irrigation system, paving, pest extermination (including
termites), exterior lighting fixtures, regular removal of trash and debris, and keeping the Premises in good working condition
and in an attractive, clean, safe and sanitary condition.


 


(b)          If
Tenant should fail to perform any of its obligations hereunder with respect to maintenance, repairs or replacements, then Landlord
may, if it so elects but expressly without any obligation to do so, following the expiration of any applicable notice and cure
period, in addition to any other remedies provided herein, effect same. Any out-of-pocket sums expended by Landlord in effecting
such maintenance, repairs or replacements shall be deemed to be Additional Rental owing by Tenant to Landlord and shall be due
and payable within ten (10) days after written request therefor, together with (i) interest thereon at the Default Rate from the
date of each such request by Landlord to the date of repayment by Tenant and (ii) a reasonable charge to Landlord to cover its
administrative expense in coordinating any maintenance, repairs or replacements to the Building or Premises which Tenant fails
to perform as required herein.


 



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8.       
   TENANT’S UTILITY AND PERMIT OBLIGATIONS.


 


(a)          Tenant
shall, at its sole cost and expense, obtain and pay for all water, gas, electricity, telephone, sewer, and sprinkler charges and
other utilities and services used on, at or from the Premises, together with any taxes, penalties, surcharges or the like pertaining
thereto and any maintenance charges for utilities and shall furnish and install all electric light bulbs and tubes. Landlord shall
have the sole responsibility to repair all interruptions in the provision of utility services, including but not limited to electricity,
HVAC systems and water, originating outside the Premises. Landlord shall in no event be liable for any interruption or failure
of any utility services occurring within the Premises.


 


(b)          Tenant
shall, at its sole cost and expense, obtain and keep in force during the Term, and all extensions thereof, all licenses, certificates
and permits necessary or desirable for it to use the Premises in accordance with applicable laws and restrictive covenants.


 


(c)          If
Tenant should fail to perform any of its obligations hereunder with respect to paying for any utilities or obtaining and maintaining
any licenses, certificates or permits, then Landlord may, if it so elects but expressly without any obligation to do so, following
the expiration of any applicable notice and cure period, in addition to any other remedies provided herein, make such payments
or obtain such licenses, certificates or permits. Any out-of-pocket sums expended by Landlord with respect to any of the foregoing
shall be deemed to be Additional Rental owing by Tenant to Landlord and shall be due and payable within ten (10) days after written
request therefore, together with interest thereon at the Default Rate from the date of each such request by Landlord to the date
of repayment by Tenant.


 


9.          TAXES.         Landlord
shall pay all taxes, assessments and governmental charges whether federal, state, county, or municipal, and whether they are imposed
by taxing or management districts or authorities presently existing or hereafter created (collectively, "Taxes")
that accrue against the Premises, the Land, and the Building. If, during the Term, there is levied, assessed or imposed on Landlord
a capital levy or other tax directly on the rent or a franchise tax, assessment, levy or charge measured by or based, in whole
or in part, upon rent, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be
included within the term "Taxes"; however, "Taxes" shall not include (A) any income tax or corporate franchise
tax assessed against Landlord's income or (B) any fines or penalties assessed against Landlord for failure to pay before delinquency
all such taxes, assessments, levies and charges. Tenant waives all rights to protest or appeal the appraised value of the Land
and the Building, and all rights to receive notices of reappraisal as set forth in Sections 41.413 and 42.015 of the Texas
Tax Code.


 


10.         TENANT’S
INSURANCE OBLIGATIONS.


 


(a)          Tenant
shall, at Tenant's sole cost and expense, fully insure its property located within the Premises against fire and other casualty
subject to the following conditions. Before occupying the Premises, Tenant shall furnish to Landlord a Certificate of Insurance
with attachments as described below or copies of all insurance policies. All policies are to be written by companies of recognized
financial standing which are well rated by national rating organizations and are legally qualified to issue such policies of insurance
in the State where the Premises is located


 



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(b)          The
Certificate of Insurance and policy for the Commercial General Liability shall name Landlord and the Other Indemnities (including,
without limitation, any property manager utilized by Landlord with respect to the Premises) to be named as Additional Insured,
on an industry-recognized form reasonable acceptable to Landlord. The Commercial General Liability policy shall be endorsed to
be primary and non-contributory to any insurance that may be maintained by or on behalf of Landlord. The Commercial General Liability
coverage shall include "Limits Apply Per Project". All policies required to be provided by Tenant under this Lease shall
contain a Waiver of Subrogation in favor of Landlord. If leased workers are used, the policies will be endorsed to reflect this
exposure. The Certificate of Insurance and policy shall further provide that insurance will not be canceled or reduced in coverage
prior to at least thirty (30) days written notice to Landlord.


 


(c)          The
types and amounts of insurance shall not be less than the amounts specified in this Lease as follows:


 


WORKERS'
COMPENSATION in full compliance with the Workers' Compensation and Occupational Diseases Laws of all authorities having jurisdiction
in locations in which the Tenant operates, with Employer's Liability coverage (limits of not less than: $500,000 each accident
for Bodily Injury by accident, $500,000 each accident for Bodily Injury by disease, and $500,000 policy limit for Bodily Injury
by disease).


 


GENERAL
LIABILITY insurance for all operations (including products liability for any product manufactured or assembled) in a form providing
coverage not less than that of standard Commercial General Liability insurance policy ("Occurrence Form") for operations
of Tenant including hazards of operations (including explosion, collapse, and underground coverage), elevators, independent contractors,
and products and completed operations, with contractual liability coverage (for this Lease) covering indemnity and defense obligations
of Tenant and personal injury liability coverage for claims arising out of the Premises hereunder for personal injury, bodily injury,
and property damage in policy or policies of insurance such that the total available limits combined shall not be less than $1,000,000
Each Occurrence Limit, $1,000,000 Personal and Advertising Injury Limit, $2,000,000 General Aggregate Limit, and $2,000,000 Products/Completed
Operations Aggregate Limit, with $2,000,000 Excess Liability Limit.


 


(d)          These
limits or amounts of said insurance coverage shall not, however, limit the liability of the Tenant hereunder or limit the accessibility
of insurance proceeds to the Landlord. No policy shall contain any provision for exclusion from liability other than provisions
for exclusion forming a part of the standard basis unamended and unendorsed form of the policy, provided, however, in no event
shall any exclusion be permitted which conflict with any coverage required by this Agreement. If any part of this Lease is sublet
or the Tenant directs any other person in course of the work performed at the Premises, the other entity or person shall be required
to furnish the same insurance coverages as required of Tenant and Tenant shall be responsible for furnishing to Landlord evidence
of such insurance coverages that are currently in effect. If Tenant fails to procure and maintain such insurance, Landlord shall
have the right but not the obligation to procure and maintain the said insurance for and in the name of Tenant, and Tenant will
pay the cost thereof and shall furnish all necessary information to make effective and maintain such insurance upon demand by Landlord
as Additional Rent. Any policy obtained by Tenant insuring against loss by physical damage to the Premises or covering Tenant's
tools, supplies, machinery, or equipment shall contain an endorsement providing that the insurer waives its rights of subrogation
against Landlord. Nothing in this Section 10(d) shall give or create in any third party any claim or right of action against
Landlord, except that which may exist irrespective of this Section 10(c).


 



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(e)          No
personnel or employee of Landlord or its property manager, if any, shall have any personal liability with respect to any obligations,
duties, or responsibilities under this Lease or with respect to the Property, if any.


 


11.         CONSTRUCTION
ON THE PREMISES.


 


(a)          Tenant
shall have the right, subject to Landlord’s written approval, to make additional improvements and modifications to the Building
in accordance with all applicable Laws and the Design Plans approved by Landlord pursuant to this Section 11(a).


 


(b)          The
term "Design Plans" shall mean and include architectural drawings which identify (1) the exterior
appearance, size and configuration of the Building, (2) the roof, walls and structural components of the Building being affected
by Tenant’s construction, and (3) the location of entrances and loading areas. Landlord shall have ten (10) days from
receipt of the Design Plans to review, approve or reject the same. If Landlord timely raises an objection to the Design Plans,
Landlord and Tenant shall negotiate in good faith to resolve any disagreement.


 


(c)          Tenant
may, subject to the provisions hereinafter set forth and at its sole cost and expense, perform all construction, alterations, improvements,
or other work which it desires to perform on the Premises, including, but not limited to, replacement of any improvements or portions
of the improvements situated upon the Land. All construction, alterations, improvements, or other work done by Tenant shall be
performed in a good and workmanlike manner and in accordance with all applicable laws, codes, ordinances and restrictive covenants.
Prior to commencing any such work Tenant shall obtain all permits, approval and consents required under applicable law or under
any restrictive covenants applicable to the Premises.


 


(d)          All
construction, alterations, improvements, or other work done by Tenant on or about the Premises shall be performed using contractors
reasonably acceptable to Landlord and which have been given Landlord’s prior written approval and in accordance with plans
and specifications which have been approved by Landlord, in writing, prior to the commencement of any such work. Landlord will
indicate in writing its approval or disapproval of such contractors, plans or specifications within ten (10) business days of written
request therefor.


 


(e)          Within
thirty (30) days after the completion of each project involving construction, alterations, improvements or other work which requires
Landlord's approval, Tenant shall deliver to Landlord one set of fully corrected and documented "as-built" plans and
specifications, together with a C.A.D. disk of such "as-built" plans.


 


(f)          Landlord
shall be permitted, if it desires to do so and at its sole cost and expense, to observe and inspect all construction, alterations,
improvements, or other work done by Tenant to assure itself that the same is being performed in accordance with the approved plans
and specifications and the requirements of all applicable laws, codes, ordinances and restrictive covenants. Such observation and
inspection, if done, shall be solely for the benefit of Landlord and Tenant shall not be entitled to rely on same. Landlord shall
not be obligated or required to, but may if it chooses to, inform Tenant as to its conclusions following any such observation or
inspection, even if it has concluded that Tenant is in violation of the terms of this Lease.


 


(g)          All
work performed by a Tenant Party on the Premises (including that relating to the installation, repair, replacement, or removal
of any item) shall be performed in accordance with law and with Landlord’s specifications and requirements, in a good and
workmanlike manner, and so as not to damage or alter the Building's structure or the Premises.


 



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(h)          Except
to the extent permitted by Section 12 of this Lease, Tenant shall not place, install or
attach any signage, decorations, advertising media, blinds, draperies, window treatments, bars, or security installations to the
Premises or the Building without Landlord’s prior written approval. Tenant shall repair, paint, and/or replace any portion
of the Premises or the Building damaged or altered as a result of its signage when it is removed (including, without limitation,
any discoloration of the Building). Tenant shall not (1) make any changes to the exterior of the Premises or the Building, (2)
install any exterior lights of any type that are visible from the exterior of the Premises without Landlord’s prior written
consent. Landlord shall not be required to notify Tenant of whether it consents to any sign until it has received detailed, to-scale
drawings thereof specifying design, material composition, color scheme, and method of installation, and has had a reasonable opportunity
to review them.


 


12.         SIGNAGE.         With
Landlord’s prior approval, Tenant shall erect the Sign in accordance with the approved plans and specifications, in a good
and workmanlike manner, in accordance with all laws, regulations, restrictions (governmental or otherwise), and architectural guidelines
in effect for the area in which the Building is located, after having received all requisite approvals thereunder (the "Sign
Requirements"); thereafter, Tenant shall maintain the Sign in a good, clean, and safe condition in accordance with
the Sign Requirements. After the end of the Term or after Tenant’s right to possess the Premises has been terminated, Landlord
(a) may require that Tenant remove the Sign by delivering to Tenant written notice thereof within thirty (30) days after the end
of the Term or (b) may use the Sign (after removing, at Tenant’s expense, Tenant’s name or logo, as applicable),
in which case the Sign shall become the property of Landlord without compensation to Tenant. If Landlord so requests, Tenant shall
remove the Sign, repair all damage caused thereby, and restore the Building to its condition before the installation of the Sign
within ten (10) days after Landlord’s request therefor. If Tenant fails to timely do so, Landlord may, without compensation
to Tenant, (1) use the Sign (after removing, at Tenant’s expense, Tenant’s name or logo, as applicable) or (2) at
Tenant’s expense, remove the Sign, perform the related restoration and repair work and dispose of the Sign in any manner
Landlord deems appropriate.


 


13.         USE;
REDELIVERY.


 


(a)          Tenant
shall use the Premises only for general office uses (the "Permitted Use"). Outside storage is prohibited.
Tenant shall be solely responsible for complying with all laws applicable to the use, occupancy, and condition of the Premises,
the Building or the rest of the improvements. Tenant shall comply with all laws, ordinances, notices, orders, rules, regulations
and requirements of all federal, state and municipal governments, property associations, any recorded restrictions against the
property, and all departments, commissions, boards, and officers thereof. Tenant shall not permit any objectionable or unpleasant
odors, smoke, dust, gas, light, noise or vibrations to emanate from the Premises; nor take any other action that would constitute
a nuisance or would disturb, unreasonably interfere with, or endanger Landlord or any other person; nor permit the Premises to
be used for any purpose or in any manner that would (1) void the insurance thereon or (2) increase the insurance risk. Tenant shall
pay to Landlord within ten (10) days after written request therefor any increase in the cost of any insurance on the Premises or
the Building incurred by Landlord which is caused by Tenant’s use of the Premises or because Tenant vacates the Premises.


 



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(b)          At
the end of the Term or termination of this Lease, Tenant shall deliver possession of the Premises to Landlord with all improvements
located thereon (except as otherwise herein provided) in good repair and condition, reasonable wear and tear and damage by casualty
excepted, and shall deliver to Landlord all keys to the Building. The cost and expense of any repairs necessary to restore the
condition of the Premises to said condition in which they are to be delivered to Landlord shall be borne by Tenant. All alterations,
additions or improvements (whether temporary or permanent in character) made by Tenant in or upon the Premises shall, unless agreement
to the contrary is reached by Landlord and Tenant and documented in a writing signed by both, be Landlord’s property on termination
of this Lease, and shall remain on the Premises without compensation to Tenant. So long as Tenant is not then in default, all furniture,
trade fixtures and equipment installed by Tenant may be removed by Tenant at the termination of this Lease if Tenant so elects,
and shall (with respect to all furniture, movable trade fixtures and equipment) be so removed if required by Landlord, or if not
so removed shall, at the option of Landlord, become the property of Landlord. During the last six (6) months of the Term, Landlord
may erect a sign on the Premises indicating that the Premises are available for sale or rent. Tenant shall notify Landlord in writing
of its intention to vacate the Premises at least ninety (90) days before Tenant will vacate the Premises; such notice shall specify
the date on which Tenant intends to vacate the Premises (the "Vacation Date"). At least 30 days before
the Vacation Date, Tenant shall arrange to meet with Landlord for a joint inspection of the Premises. After such inspection, Landlord
shall prepare a list of items that Tenant must perform before the Vacation Date. If Tenant fails to arrange for such inspection,
then Landlord may conduct such inspection and Landlord’s determination of the work Tenant is required to perform before the
Vacation Date shall be conclusive. If Tenant fails to perform such work before the Vacation Date, then Landlord may perform such
work at Tenant’s cost. Tenant shall pay all costs incurred by Landlord in performing such work within ten days after Landlord’s
request therefor. Nothing herein contained shall be construed to permit Tenant to vacate the Lease prior to the end of the Term.


 


14.         ASSIGNMENT
AND SUBLETTING.


 


(a)          Tenant
shall not, without the prior written consent of Landlord (which shall not be unreasonably withheld or delayed), (1) assign
or in any manner transfer this Lease or any estate or interest therein, (2) permit any assignment of this Lease or any estate
or interest therein by operation of law, (3) sublet the Premises or any part thereof, (4) grant any license, concession
or other right of occupancy of any portion of the Premises or (5) permit the use of the Premises by any parties other than
Tenant and Tenant Parties (any of events listed in Section 14.(a)(1) through 14.(a)(5)
being a "Transfer"); and any such acts without Landlord’s prior written consent shall be void and
of no effect. Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of Landlord’s rights
as to any subsequent assignments and sublettings. Notwithstanding any assignment or subletting or any other Transfer, Tenant shall
at all times remain fully responsible and liable (jointly and severally) for the payment of the Rent herein specified and for compliance
with all of Tenant’s other obligations under this Lease. Upon the occurrence of a default, the Landlord may, at its option,
collect directly from any assignee or sublessee all rents becoming due to Tenant under such assignment or sublease and apply such
rent against any Rent due to Landlord by Tenant hereunder. Tenant hereby authorizes and directs any such assignee or sublessee
to make such payments of rent directly to Landlord upon receipt of notice to do so from Landlord. No direct collection by Landlord
from any such assignee or sublessee shall be construed to constitute a novation or a release of Tenant from the obligation to pay
the Rent or from further performance of its obligations hereunder. Receipt by Landlord of rent from any assignee or sublessee of
the Premises shall not be deemed a waiver of prohibition against assignment and subletting contained in this Lease. The receipt
by Landlord of rent from any such assignee or sublessee shall be a full and complete release, discharge, and acquittance to such
assignee or sublessee to the extent of any such amount of rent so paid to Landlord. Tenant shall not mortgage, pledge or otherwise
encumber its interest in this Lease or in the Premises.


 



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(b)          If
Tenant requests Landlord’s consent to an assignment of this Lease or a subletting of all or a part of the Premises, it shall
submit to Landlord, in writing, the name of the proposed assignee or subtenant and the nature and character of the business of
the proposed assignee or subtenant, the term, use, rental rate and other particulars of the proposed subletting or assignment,
including without limitation, financial statements and/or other information as Landlord may reasonably
request to evaluate whether the proposed subtenant or assignee is financially responsible and will occupy and thereafter
use the Premises (or any sublet portion thereof) for the remainder of the Term (or for the entire term of the sublease, if shorter).
Landlord shall have the option to (1) approve such subletting or assignment (on such reasonable conditions as Landlord deems
appropriate including, without limitation, execution by Tenant and subtenant of Landlord’s consent to sublease), (2) disapprove
such subletting or assignment, or (3) cancel this Lease as to the portion of the Premises proposed to be sublet or assigned as
of the date the proposed Transfer was to be effective. If Landlord cancels this Lease as to any portion of the Premises, then this
Lease shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued through the cancellation date
relating to the portion of the Premises covered by the proposed Transfer. Thereafter, Landlord may lease such portion of the Premises
to the prospective transferee (or to any other person) without liability to Tenant.


 


(c)          Tenant
hereby assigns, transfers and conveys all consideration received by Tenant under any Transfer which are in excess of the rents
payable by Tenant under this Lease, and Tenant shall hold such amounts in trust for Landlord and pay them to Landlord within ten
(10) days after receipt.


 


(d)          If
Tenant, as a debtor in possession, or a trustee for the estate in bankruptcy of Tenant (the "Trustee"),
assumes this Lease and proposes to assign this Lease or sublease the Premises (or any portion thereof), pursuant to the provisions
of the Bankruptcy Code, to any person, partnership, corporation, or other entity which shall have made or seeks to make an offer
to accept an assignment of this Lease or a sublease of the Premises on terms acceptable to Tenant or the Trustee, as the case may
be, then Tenant or the Trustee, as the case may be shall give Landlord written notice immediately after receipt of any such offer
to accept an assignment of this Lease or a sublease of the Premises (and in any event no later than ten (10) days prior to the
date that Tenant or the Trustee, as the case may be, shall make application to the court of competent jurisdiction for authority
and approval to enter into such assignment or sublease), which notice shall set forth (1) the name and address of the party
to whom Tenant or the Trustee, as the case may be, proposes that this Lease be assigned or the Premises be subleased, (2) all
of the terms and conditions of such party’s offer, (3) terms and conditions upon which Tenant or the Trustee, as the
case may be, intends to cure any existing defaults hereunder as well as satisfactory evidence of such party’s financial ability
so to cure, and (4) adequate assurances of the future performance of such party under this Lease. Landlord shall, upon receipt
of such notice, have the prior right and option, to be exercised by notice to Tenant or the Trustee, as the case may be, given
at any time prior to the effective date of such proposed assignment or sublease, to accept an assignment of this Lease or a sublease
of the Premises by any other assignee or subtenant acceptable to Landlord, upon the same terms and conditions and for the same
consideration, if any, as the offer made by the party to whom Tenant or the Trustee, as the case may be, proposes that this Lease
be assigned or the Premises be subleased, less any brokerage commissions which may be payable out of the consideration to be paid
by such person for the assignment of this Lease.


 


Notwithstanding the foregoing
provision for notice not later than ten (10) days prior to the date Tenant or the Trustee, as the case may be, shall make application
to a court of competent jurisdiction for authority and approval to enter into such assignment or sublease, nothing contained herein
shall be deemed to be a waiver or extension by Landlord or any of the requirements of Section 365(d) of the Bankruptcy Code.
If the rent rate agreed upon between Tenant or the Trustee, as the case may be, and the party to whom Tenant or the Trustee, as
the case may be, proposes that this Lease be assigned or the Premises be subleased under any proposed sublease of the Premises
(or any part thereof) is greater than the rent provided in this Lease for that portion of the Premises that is subject to such
proposed sublease or assignment, or if any consideration shall be received by Tenant or the Trustee, as the case may be, in connection
with any such proposed assignment or sublease, then all such excess rent or such consideration, and any and all other monies or
other considerations payable or otherwise to be delivered in connection with such proposed assignment or sublease, shall be paid
or delivered to Landlord, shall be and remain the exclusive property of Landlord, and shall not constitute property of Tenant,
the Trustee, or the estate of Tenant, as the case may be, within the meaning of the Bankruptcy Code. Any and all monies or other
considerations constituting Landlord’s property under the preceding sentence not paid or delivered to Landlord shall be held
in trust for the sole benefit of Landlord and shall be promptly paid to or turned over to Landlord. Any person or entity to which
this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or deed, to have
assumed all of the obligations arising under this Lease and each of the conditions and provisions hereof on and after the date
of such assignment. Any such assignee shall, upon the request of Landlord, forthwith execute and deliver to Landlord an instrument,
in form and substance acceptable to Landlord, confirming such assumption.


 



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In connection with any
proposed assignment of this Lease or sublease of the Premises, Tenant or the Trustee, as the case may be, pursuant to provisions
of the Bankruptcy Code, shall provide adequate assurance of future performance under this Lease by the party to whom Tenant or
the trustee, as the case may be, proposes that this Lease be assigned or the Premises be subleased, which adequate assurance shall
include, at a minimum, delivery by each party to Landlord of (A) a security deposit in the amount equal to at least three
times the amount per month payable as Base Rental, (B) disclosure of the source of rent and other charges to be paid in consideration
for the assignment or sublease and under this Lease, (C) an audited financial statement, dated no more than six (6) months
prior to the effective date of such proposed assignment or sublease, which financial statement shall disclose the net worth of
the party to whom Tenant or the Trustee, as the case may be, proposes that this Lease be assigned or the Premises be subleased
as being equal to at least twelve (12) times the amount per month payable as Base Rental, or a guaranty of such party’s obligations
under the assignment of this Lease, in form and substance acceptable to Landlord, executed by a guarantor which has a net worth,
as substantiated by an audited financial statement, meeting the requirements described above in this clause, and (D) the grant
of a security interest in favor of Landlord in all furniture, fixtures, and other personal property to be used by such party on
the Premises.


 


Nothing contained in
this Section 14.(d) shall be deemed a waiver of Landlord’s other rights or remedies
under this Lease in the event of any default by Tenant, and the acceptance by Landlord of any assignee or subtenant of Tenant hereunder
shall not constitute a waiver of Landlord’s right to exercise any remedy hereunder for any default by Tenant, the Trustee,
or any assignee or subtenant. This Section 14.(d) shall only govern the terms and conditions
of any assumption by Tenant (as a debtor in possession) or the Trustee, and any assignment or sublease pursuant to such assumption,
in the event of a proceeding under the Bankruptcy Code and shall not apply to any assignment or sublease other than pursuant to
the provisions of the Bankruptcy code. The requirements set forth in this Section 14.(d)
for the assumption and any assignment or sublease in a proceeding under the Bankruptcy Code are intended by Landlord and Tenant
to define the minimum acceptable requirements for any assumption of this Lease and any subsequent assignment or sublease and shall
not constitute a waiver of, or in any way limit, Landlord’s rights to petition a court of competent jurisdiction in a proceeding
under the Bankruptcy Code for relief and protection in addition to that set forth herein.


 


(e)          Landlord
shall have the right to transfer, assign and convey, in whole or in part, the Building and any and all of its rights under this
Lease, and in the event Landlord assigns its rights under this Lease, Landlord shall thereby be released from any obligations hereunder
which arise following the effective date of such transfer, and Tenant agrees to look solely to such successor in interest of the
Landlord for performance of such obligations.


 



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15.         INDEMNITY.


 


(a)          Landlord
shall not be liable to Tenant (except in the event of gross negligence or willful misconduct of Landlord, or its duly authorized
agents or employees) for (1) any injury to person or damage to property due to the Building, any other improvements on the
Premises or any part thereof becoming out of repair or by defect in or failure of pipes or wiring, the failure of the roof, by
the backing up of drains, by the bursting or leaking of pipes, faucets and plumbing fixtures, by gas, water, steam, electricity
or oil leaking, escaping or flowing into the Building or other improvements on onto other parts of the Premises, or by any other
cause whatsoever or (2) any loss, damage, or injury that may be occasioned by or through the acts or omissions of any persons
whatsoever, or (3) for any loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, injunction,
not, insurrection, war, court order, requisition or order of governmental authority, or any other matter. Tenant agrees that all
personal property owned by or placed on the Premises by Tenant shall be at the risk of Tenant only, and that Landlord shall not
be liable for any damage thereto or theft thereof.


 


(b)          TENANT
HEREBY AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS LANDLORD AND ITS REPRESENTATIVES AND AGENTS FROM AND AGAINST ALL CLAIMS,
DEMANDS, LIABILITIES, CAUSES OF ACTION, SUITS, JUDGMENTS, DAMAGES, AND EXPENSES (INCLUDING ATTORNEY'S FEES) ARISING FROM (1) ANY
OCCURRENCE ON THE PREMISES OR (2) TENANT'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS LEASE (OTHER THAN A LOSS ARISING
FROM THE SOLE OR GROSS NEGLIGENCE OF LANDLORD OR ITS AGENTS). THIS INDEMNITY PROVISION SHALL SURVIVE TERMINATION OR EXPIRATION
OF THIS LEASE. IF ANY PROCEEDING IS FILED FOR WHICH INDEMNITY IS REQUIRED HEREUNDER, TENANT AGREES, UPON REQUEST THEREFORE, TO
DEFEND THE INDEMNIFIED PARTY IN SUCH PROCEEDING AT ITS SOLE COST UTILIZING COUNSEL SATISFACTORY TO THE INDEMNIFIED PARTY.


 


(c)          Tenant
shall defend, indemnify, and hold harmless Landlord from all losses, claims, costs and liabilities arising in connection with or
relating to the construction, installation, maintenance, use, or removal of the Sign, including those arising from Landlord’s
negligence (unless such loss was caused by Landlord’s willful misconduct). The rights granted to Tenant under this Section 12
may not be assigned to any party and shall terminate, at Landlord’s election, if Tenant ceases to occupy the entire Building.


 


(d)          Tenant
covenants and agrees that in case Landlord shall be made a party to any litigation with respect to which Tenant has agreed to indemnify
Landlord hereunder or relating to this Lease or to the Premises, then Tenant shall and will pay all costs and expenses, as the
same are incurred, including reasonable attorneys’ fees and court costs, incurred by or imposed upon Landlord by virtue of
any such litigation. Landlord’s costs and expenses in such regard shall be Additional Rental owing by Tenant to Landlord
and shall be due and payable, on demand, together with interest thereon at the Default Rate from the date of each such expenditure
by Landlord to the date of repayment by Tenant.


 


16.         SUBORDINATION.


 


(a)          This
Lease shall be subordinate to any deed of trust, mortgage or other security instrument (a "Mortgage"),
and any ground lease, master lease, or primary lease (a "Primary Lease") that now or hereafter covers any
portion of the Premises (the mortgagee under any Mortgage or the lessor under any Primary Lease is referred to herein as "Landlord's
Mortgagee"), and to increases, renewals, modifications, consolidations, replacements, and extensions thereof. However,
any Landlord’s Mortgagee may elect to subordinate its Mortgage or Primary Lease (as the case may be) to this Lease by delivering
written notice thereof to Tenant. The provisions of this Section 16.(a) shall be self-operative,
and no further instrument shall be required to effect such subordination; however, Tenant shall from time to time within ten (10)
days after request therefore, execute any instruments that may be required by any Landlord’s Mortgagee to evidence the subordination
of this Lease to any such Mortgage or Primary Lease. If Tenant fails to execute the same within such ten (10) day period, Landlord
may execute the same as attorney-in-fact for Tenant.


 



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(b)          Tenant
shall attorn to any party succeeding to Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu
of foreclosure, power of sale, termination of lease, or otherwise, upon such party’s request, and shall execute such agreements
confirming such attornment as such party may reasonably request. Tenant shall not seek to enforce any remedy it may have for any
default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the
default in reasonable detail to any Landlord’s Mortgagee whose address has been given to Tenant, and affording such Landlord’s
Mortgagee a reasonable opportunity to perform Landlord’s obligations hereunder.


 


(c)          If
Landlord’s Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord’s Mortgagee shall be bound
by the terms and conditions of this Lease, but shall not be: (1) liable for any act or omission of any prior lessor (including
Landlord); (2) bound by any rent or additional rent or advance rent which Tenant might have paid for more than the current
month to any prior lessor (including Landlord), and all such rent shall remain due and owing, notwithstanding such advance payment;
(3) bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to Landlord’s
Mortgagee and with respect to which Tenant shall look solely to Landlord for refund or reimbursement; (4) bound by any termination,
amendment or modification of this Lease made without Landlord’s Mortgagee’s consent and written approval, except for
those terminations, amendments and modifications permitted to be made by Landlord without Landlord’s Mortgagee’s consent
pursuant to the terms of the loan documents between Landlord and Landlord’s Mortgagee; (5) subject to the defenses which
Tenant might have against any prior lessor (including Landlord); and (6) subject to the offsets which Tenant might have against
any prior lessor (including Landlord) except for those offset rights which (A) are expressly provided in this Lease, (B) relate
to periods of time following the acquisition of the Center by Landlord’s Mortgagee, and (C) Tenant has provided written
notice to Landlord’s Mortgagee and provided Landlord’s Mortgagee a reasonable opportunity to cure the event giving
rise to such offset event. Landlord’s Mortgagee shall have no liability or responsibility under or pursuant to the terms
of this Lease or otherwise after it ceases to own an interest in the Center. Nothing in this Lease shall be construed to require
Landlord’s Mortgagee to see to the application of the proceeds of any loan, and Tenant’s agreements set forth herein
shall not be impaired on account of any modification of the documents evidencing and securing any loan.


 


17.         INSPECTION.
Landlord, its partners, employees, agents, and representatives shall have the right to enter into and upon any and all parts of
Premises at all reasonable hours (1) to inspect same for the purposes of satisfying itself of Tenant’s compliance with
the terms of this Lease, (2) to perform maintenance, repairs or replacements (which may require emergency entrance at any
hour) should Landlord elect to do so, but without implying that Landlord has any obligation to do so, which it expressly does not,
(3) to show the Premises to prospective purchasers or lenders and (4) to show the Premises, during the last twelve (12)
months of the Term, and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof, nor shall such be
deemed to be an actual or constructive eviction. Except in the case of an emergency, Landlord shall
give Tenant reasonable prior written notice of Landlord's intended entry upon the Premises. Landlord acknowledges that during any
entry of the Premises, Landlord shall be accompanied by an officer of Tenant or other individual designated by Tenant, and Tenant
agrees to make such officer or individual readily available for an entry by Landlord upon such notice.


 



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18.         CONDEMNATION.


 


(a)          If
the whole or such a functionally substantial part of the Premises (meaning that at least twenty percent (20%) of the Rentable Area
in the Building is taken or if the number of full-sized automobile parking spaces is reduced within the Premises to a number which
produces a parking ratio less than the parking ratio required by applicable law without variance) 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 and the taking would substantially prevent the use of the Premises for the purposes contemplated by the Permitted Use,
then either Landlord or Tenant shall be permitted, upon written notice given at least thirty (30) days prior to the physical taking,
to terminate this Lease and the rent shall be abated during the unexpired portion of this Lease, effective when the physical taking
of said Premises shall occur.


 


(b)          If
less than twenty percent (20%) of the Rentable Area in the Building shall be taken for any public or quasi-public use under any
governmental law, ordinance or by right of eminent domain, or by private purchase in lieu thereof, this Lease shall not terminate
and the rent payable hereunder during the unexpired portion of this Lease shall be reduced or abated on a fair and reasonable basis.


 


(c)          In
the event of any such taking or private purchase in lieu thereof, Landlord shall be entitled to receive and retain the entirety
of the award applicable to the fee interest in the Premises and to the Building and other improvements located thereon. So long
as it does not adversely impact Landlord’s award, Tenant shall be permitted to seek a separate award for its business interruption,
moving expenses, and any of its condemned fixtures or personal property. Tenant shall not be permitted to recover any award for
the value of its lost leasehold estate.


 


19.         FIRE
OR OTHER CASUALTY.


 


(a)          Landlord
agrees to maintain standard fire and extended coverage insurance covering the Building, of which the Premises are a part, in an
amount not less than eighty percent (80%) (or such greater percentage as may be necessary to comply with the provisions of any
co-insurance clauses of the policy) of the "replacement cost" thereof, as such term is defined in the Replacement Cost
Endorsement to be attached thereto insuring against the perils of risks of direct physical loss, such coverage and endorsements
to be as defined, provided and limited in the standard bureau forms prescribed by the insurance regulatory authority for the State
of Texas for use by insurance companies admitted in the State of Texas for the writing of such insurance on risks located within
the State of Texas. Subject to the provisions of Sections 10(c), 10(d), and 10(e) , such insurance shall be for the sole
benefit of Landlord and under its sole control. In addition Landlord agrees to maintain general liability coverage insurance in
an amount deemed prudent and necessary by Landlord or required by any mortgagee presently (or in the future) holding a mortgage
and/or deed(s) of trust constituting a lien against the Premises and/or the Building.


 


(b)          If
the Building situated upon the Property should be damaged or destroyed by fire, tornado, or other casualty, Tenant shall give immediate
written notice thereof to Landlord.


 



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(c)          Except
if caused by Tenant or Tenant's representatives, employees, agents, contractors, licensees, or invitees, if the Building situated
upon the Property should be totally destroyed by fire, tornado, or other casualty, or if it should be so damaged thereby that rebuilding
or repairs cannot, in Landlord's estimation, be completed within two hundred seventy (270) days after the date upon which Landlord
is notified by Tenant of such damage, this Lease shall terminate and the Rent shall be abated during the unexpired portion of this
Lease, effective upon the date of the occurrence of such damage. Landlord shall provide such notice of termination to Tenant within
a commercially reasonable amount of time following any such event. Should Landlord terminate the Lease pursuant to this subparagraph,
Tenant shall have no obligation to rebuild or repair the Premises.


 


(d)          Except
if caused by Tenant or Tenant's representatives, employees, agents, contractors, licensees, or invitees, if the Building should
be damaged by any peril covered by the insurance to be provided by Landlord under Section 19(A) above, but only to such
extent that rebuilding or repairs can, in Landlord's estimation, be completed within one hundred eighty (180) days after the date
upon which Landlord is notified by Tenant of such damage, this Lease shall not terminate, and Landlord shall, at its sole cost
and expense, but only to the extent of insurance proceeds actually received by Landlord pursuant to the insurance obtained by Landlord
described in Section 19(A) above, 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 part of the partitions, fixtures, additions, or other improvements that may have been placed in, on, or about the Premises
by Tenant. Except if caused by Tenant or Tenant's representatives, employees, agents, contractors, licensees, or invitees, if the
Premises are untenable in whole or in part following such damage, the Rent payable hereunder during the period in which it is untenable
shall be reduced pro rata by the amount of the Premises rendered so untenable. In the event that Landlord should fail to complete
such repairs and rebuilding within one hundred eighty (180) days after the date upon which Landlord is notified by Tenant of such
damage, Tenant may, at its option, terminate this Lease by delivering written notice of termination to Landlord as Tenant's exclusive
remedy, whereupon all rights and obligations accruing after the date of notice by Tenant to Landlord of such damage hereunder shall
cease and terminate.


 


(e)          Notwithstanding
anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the
Premises and/or the Building requires that the insurance proceeds be applied to such indebtedness, 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 holder, whereupon all rights and obligations hereunder as of the date of receipt by Tenant of such notice shall
cease and terminate.


 


(f)          In
the event of damage to or destruction of the whole or any part of the improvements comprising the Premises by fire or any other
casualty at any time during the term of this Lease, Tenant, at Tenant’s sole cost and expense, shall rebuild, repair and
restore such improvements to a complete architectural unit, regardless of whether insurance proceeds received as a result of such
damage or destruction are sufficient for such purpose. All such repairs and restoration efforts to complete such repairs and restoration
shall be performed in a commercially reasonable time (Tenant shall use reasonable efforts to complete such repairs and restoration
prior to the end of the Term) and in a manner and quality consistent with the terms and conditions of Section 11
hereof. All insurance proceeds attributable to the damage or the destruction to the Building shall be made available to Tenant
for purposes of completing the repairs and restoration. Except if caused by Tenant or Tenant's representatives, employees, agents,
contractors, licensees, or invitees, if the Premises are untenable in whole or in part following such damage, the Rent payable
hereunder during the period in which it is untenable shall be reduced pro rata by the amount of the Premises rendered so untenable.


 



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20.         HOLDING
OVER.         Should Tenant, or any of its successors in interest, hold over
the Premises, or any part thereof, after the expiration of the Term, unless otherwise agreed in writing by Landlord, such holding
over shall constitute and be construed as a tenancy at will only, at a daily rental equal to two times the Rent payable for the
last month of the Term, prorated on a daily basis. The inclusion of the preceding sentence shall not be construed as Landlord’s
consent for Tenant to hold over. The provisions of this Section 20 shall not be deemed to
limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender
the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom,
Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys' fees)
and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any
succeeding tenant founded upon such failure to surrender, and any lost profits to Landlord resulting therefrom. No payments of
money by Tenant to Landlord after the Term shall reinstate, continue or extend the Term, and no extension of this Term shall be
valid unless it is in writing and signed by Landlord and Tenant.


 


21.         EVENTS
OF DEFAULT.         Each of the following events shall be deemed to be an "Event of Default" by Tenant under
this Lease:


 


(a)          Tenant
shall fail to pay when due any Rent; however Landlord agrees to give Tenant written notice and five (5) days to cure such failure;
provided, however, that Landlord shall not be obligated to give more than one (1) such notice in any twelve-month period, and any
failure to pay when due after one such notice in any twelve-month period shall immediately, without the requirement for the giving
of any notice, constitute an Event of Default hereunder.


 


(b)          Tenant
shall fail to comply with or observe any other term, covenant or provision of this Lease and such failure shall continue for twenty
(20) days after written notice to Tenant of such failure; however, if such failure cannot be cured within such 20-day period and
Tenant begins to cure such failure within such 20-day period and thereafter diligently pursues such cure to completion, such failure
shall not be an Event of Default unless it is not cured within 45 days after Landlord initially delivered to Tenant written notice
of the failure in question.


 


(c)          Tenant
shall abandon or vacate any portion of the Premises, shall fail to take possession of the Premises within 120 days following the
Commencement Date, or shall fail to continuously occupy the Premises for the Permitted Use set forth herein.


 


(d)          Tenant
shall file a petition under any section or chapter of the Federal Bankruptcy Code or any successor statute or any present or future
comparable state law (herein collectively the "Bankruptcy Code"); or Tenant shall have entered against
it an order for relief in any proceedings filed against Tenant under any section or chapter of the Bankruptcy Code; or a petition
proposing the entry of an order for relief as against Tenant under any section or chapter of the Bankruptcy Code shall be filed
in any court and such petition shall not be discharged or denied within ninety (90) days after the filing thereof.


 


(e)          Tenant
shall become insolvent, shall make a transfer in fraud of creditors, shall make an assignment for the benefit of creditors, shall
generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts as they become due.


 


(f)          A
receiver or trustee shall be appointed for all or substantially all of the assets of Tenant, or of the Premises, or any of Tenant’s
property located thereon in any proceeding brought by Tenant or any such receiver or trustee shall be appointed in any proceeding
brought against Tenant and shall not be discharged within ninety (90) days after such appointment, or Tenant shall consent to or
acquiesce in such appointment.


 



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22.         REMEDIES.         Upon
any Event of Default, Landlord may, in addition to all other rights and remedies afforded Landlord hereunder or by law or equity,
take any of the following actions:


 


(a)          Terminate
this Lease by giving Tenant written notice thereof, in which event, Tenant shall pay to Landlord the sum of (1) all Rent accrued
hereunder through the date of termination, (2) all amounts due under Section 23, and an
amount equal to (A) the total Rent that Tenant would have been required to pay for the remainder of the Term discounted to present
value at a per annum rate equal to the "Discount Rate" as published on the date this Lease is terminated by The Wall
Street Journal, Southwest Edition, in its listing of "Money Rates", minus (B) the then present fair rental value of the
Premises for such period, similarly discounted; or


 


(b)          Terminate
Tenant’s right to possession of the Premises without terminating this Lease by giving written notice thereof to Tenant, in
which event Tenant shall pay to Landlord (1) all Rent and other amounts accrued hereunder to the date of termination of possession,
(2) all amounts due from time to time under Section 23, and (3) all Rent and other sums
required hereunder to be paid by Tenant during the remainder of the Term as and when the same become due and payable, diminished
by any net sums thereafter received by Landlord, if any, through reletting the Premises during such period. Although Landlord may
elect to relet the Premises on such terms and conditions as Landlord in its sole discretion may determine (including a term different
from the Term, rental concessions, and alterations to, and improvement of, the Premises), Landlord shall not be obligated to relet
the Premises and Landlord shall not be liable for, nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s
failure to relet the Premises or to collect rent due for such reletting. Tenant shall not be entitled to the excess of any consideration
obtained by reletting over the Rent due hereunder. Reentry by Landlord in the Premises shall not affect Tenant’s obligations
hereunder for the unexpired Term; rather, Landlord may, from time to time, bring action against Tenant to collect amounts due by
Tenant, without the necessity of Landlord’s waiting until the expiration of the Term. Unless Landlord delivers written notice
to Tenant expressly stating that it has elected to terminate this Lease, all actions taken by Landlord to exclude or dispossess
Tenant of the Premises shall be deemed to be taken under this Section 22.(b). If Landlord
elects to proceed under this Section 22.(b), it may at any time elect to terminate this
Lease under Section 22.(a).


 


Additionally, without
notice, Landlord may enter upon the Premises to perform any of Tenant’s unperformed obligations hereunder and, if such Event
of Default arises under Section 21.(a) above (a monetary default after notice and an opportunity
to cure, if applicable) or under Section 21.(b) above (a non-monetary default which has
not been cured by Tenant after notice and an opportunity to cure), alter locks or other security devices at the Premises to deprive
Tenant of access thereto, and Landlord shall not be required to provide a new key or right of access to Tenant.


 


23.         PAYMENT
BY TENANT; NON-WAIVER.


 


(a)          Payment
by Tenant Upon any Event of Default, Tenant shall pay to Landlord all costs incurred by Landlord (including court costs
and reasonable attorneys’ fees and expenses) in (1) obtaining possession of the Premises, (2) removing and storing Tenant’s
or any other occupant’s property, (3) repairing, restoring, altering, remodeling, or otherwise putting the Premises
(but only to the condition which existed as of the date of this Lease, ordinary wear and tear and damage by casualty excepted),
(4) if Tenant is dispossessed of the Premises and this Lease is not terminated, reletting all or any part of the Premises (including
brokerage commissions, cost of tenant finish work, and other costs incidental to such reletting), (5) performing Tenant’s
obligations which Tenant failed to perform, and (6) enforcing, or advising Landlord of, its rights, remedies, and recourses
arising out of the Event of Default.


 



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(b)          Non
WaiverLandlord’s acceptance of Rent following an Event of Default shall not waive Landlord’s rights regarding
such Event of Default. No waiver by Landlord of any violation or breach of any of the terms contained herein shall waive Landlord’s
rights regarding any future violation of such term or violation of any other term.


 


24.         SURRENDER
OF PREMISES. Surrender of the Premises by Tenant shall not be valid unless it is made submitted in writing to and accepted
by Landlord.


 


25.         ATTORNEYS'
FEES.         In case it should be necessary for either party to bring
any action under this Lease for the enforcement of any of such party’s rights hereunder, then in each and any such case
such party shall, if it prevails in such action, be entitled to recover its reasonable attorneys’ fees, court costs and
expenses of litigation. Any and all such attorneys’ fees, costs and expenses incurred by Landlord as the prevailing party
are deemed to constitute amounts in default which must be paid by Tenant in order to cure default at the time of assumption as
required by Section 365(b) of the Bankruptcy Code.


 


26.         MECHANICS'
LIENS. Tenant will not permit any mechanic’s or materialman’s lien or liens to be placed upon the Premises
or the Building or other improvements thereon during the Term, as the same may be extended, caused by or resulting from any work
performed, materials furnished or obligation incurred by or at the request of Tenant, and in the case of the filing of any such
lien, Tenant will promptly pay same or cause such lien to be bonded with Bond to Indemnify Against Lien in accordance with the
provisions of Subchapter H of Chapter 53 of the Texas Property Code, as the same may be amended from time to time. If default
in payment or bonding thereof shall continue for twenty (20) days after written notice thereof from Landlord to Tenant, Landlord
shall have the right and privilege at Landlord’s option of paying the same or any portion thereof without inquiry as to the
validity thereof, and any amounts so paid, including expenses and interest, shall be deemed to be Additional Rental owing by Tenant
to Landlord and shall be due and payable within ten (10) days after written request therefor, together with interest thereon at
the Default Rate from the date of such request by Landlord to the date of repayment by Tenant.


 


27.         WAIVER
OF SUBROGATION.         Each party hereto hereby waives any and every claim
which arises or may arise in its favor and against the other party hereto, or any claiming through or under them, by way of subrogation
or otherwise, during the Term, as the same may be extended, for any and all loss of, or damage to, any of its property (whether
or not such loss or damage is caused by the fault or negligence of the other party or anyone for whom such other party may be responsible),
which loss or damage is covered by valid and collectible fire and extended coverage insurance policies, to the extent that such
loss or damage is recovered under such insurance policies. Such waivers shall be in addition to, and not in limitation or derogation
of, any other waiver or release contained in this Lease with respect to any loss or damage to property of the parties hereto. Inasmuch
as the above mutual waivers will preclude the assignment of any aforesaid claim by way of subrogation (or otherwise) to an insurance
company (or any other person), each party hereto hereby agrees immediately to give to each insurance company which has issued to
it policies of fire and extended coverage insurance written notice of the terms of such mutual waivers, and to have such insurance
policies properly endorsed, if necessary, and only to the extent such endorsement is available on a commercially reasonable basis,
to prevent the invalidation of such insurance coverage by reason of such waivers.


 


28.         BROKERAGE.         Landlord
and Tenant each warrant to the other that it has not dealt with any broker or agent in connection with this Lease other than Ridgemont
Investment Group, LLC, whose commissions will be paid by Landlord pursuant to executed written agreements. Tenant and Landlord
shall each indemnify the other against all costs, attorneys’ fees, and other liabilities for commissions or other compensation
claimed by any broker or agent claiming the same by, through, or under the indemnifying party.


 



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29.         ESTOPPEL
CERTIFICATES. Tenant agrees to furnish from time to time when requested by Landlord, the holder of any deed of trust or
mortgage or the lessor under any ground lease covering all or any part of the Premises, a certificate of occupancy for the Premises,
financial statements for itself and any guarantor of its obligations hereunder, evidence reasonably satisfactory to Landlord that
Tenant has performed its obligations under this Lease (including evidence of the payment of the Security Deposit), and an estoppel
certificate signed by Tenant confirming and containing any such factual certifications and representations deemed appropriate by
Landlord (in Landlord’s reasonable but sole discretion), the holder of any deed of trust or mortgage or the lessor under
any ground lease covering all or any part of the Premises, and Tenant shall, within ten (10) days following receipt of said proposed
certificate from Landlord, return a fully executed copy of said certificate to Landlord. In the event Tenant shall fail to return
a fully executed copy of such certificate to Landlord within the foregoing ten-day period, then Tenant shall be deemed to have
approved and confirmed all of the terms, certifications and representations contained in such certificate and Landlord may execute
such estoppel certificate as attorney-in-fact for Tenant. Unless otherwise required by Landlord’s Mortgagee or a prospective
purchaser or mortgagee of the Center, the initial form of estoppel certificate to be signed by Tenant is attached hereto as Exhibit C.


 


30.         NOTICES.         Each
provision of this Lease, or of any applicable governmental laws, ordinances, regulations, and other requirements with reference
to the sending, mailing or delivery of any notice, or with reference to the making of any payment by Tenant to Landlord, shall
be deemed to be complied with when and if the following steps are taken:


 


(a)          All
Rent and other payments required to be made by Tenant to Landlord hereunder shall be payable to Landlord at the address set forth
in the Basic Lease Information or at such other address as Landlord may specify from time to time by at least fifteen (15) days
prior written notice delivered in accordance herewith.


 


(b)          Any
written notice or document required or permitted to be delivered hereunder shall be deemed to be delivered upon the earlier to
occur of (1) tender of delivery (in the case of a hand-delivered notice), (2) deposit in the United States Mail, postage prepaid,
certified mail, or (3) deposit with Federal Express or similar nationally-recognized overnight courier service, (4) receipt
by facsimile transmission, in each case, addressed to the parties hereto at the respective addresses set forth in the Basic Lease
Information; or at such other address as they have theretofore specified by written notice delivered in accordance herewith. If
Landlord has attempted to deliver notice to Tenant at Tenant’s address reflected on Landlord’s books but such notice
was returned or acceptance thereof was refused, then Landlord may post such notice in or on the Premises, which notice shall be
deemed delivered to Tenant upon the posting thereof.


 


31.         SEVERABILITY.
If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the
Term, as the same may be extended, then and in that event, it is the intention of the parties hereto that the remainder of this
Lease shall not be affected thereby and it is also the intention of the parties to this Lease that in lieu of each clause or provision
of this Lease that is illegal, invalid or unenforceable, there be automatically added as a part of this Lease a clause or provision
as similar to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.


 



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32.         AMENDMENTS;
BINDING EFFECT. This Lease may not be altered, changed or amended, except by instrument in writing signed by both parties
hereto. No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver be in writing signed by Landlord
and addressed to Tenant, nor shall any custom or practice which may evolve between the parties in the administration of the terms
hereof be construed to waive or lessen the right of Landlord to insist upon the performance by Tenant in strict accordance with
the terms hereof. The terms and conditions contained in this Lease shall apply to, inure to the benefit of, and be binding upon
the parties hereto, and upon their respective successors in interest, legal representatives and permitted assigns, except as otherwise
herein expressly provided.


 


33.         QUIET
ENJOYMENT.         Provided Tenant has performed all of the terms and
conditions of this Lease, including the payment of Rent, to be performed by Tenant, Tenant shall peaceably and quietly hold and
enjoy the Premises for the Term, without hindrance from Landlord, subject to the terms and conditions of this Lease.


 


34.         GENDER.
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.


 


35.         JOINT
AND SEVERAL LIABILITY. If there is a guarantor of Tenant’s obligations hereunder, the obligations hereunder imposed
upon Tenant shall be the joint and several obligations of Tenant and such guarantor and Landlord need not first proceed against
Tenant before proceeding against such guarantor nor shall any such guarantor be released from its guaranty for any reason whatsoever,
including without limitation, in case of any amendments hereto, waivers hereof or failure to give such guarantor any notices hereunder.


 


36.         [Intentionally
Deleted.]


 


37.         NOTICE
TO LENDER.         If the Premises, or any part thereof, are at any
time subject to a mortgage or other similar instrument and the Tenant is given written notice thereof, including the address of
such mortgagee, then the Tenant shall not take any remedial action with respect to any alleged default on the part of the Landlord
without first giving written notice thereof, by certified or registered mail, return receipt requested, to such mortgagee, specifying
the alleged default in reasonable detail, and affording such mortgagee a reasonable period of time (in no event to be less than
ninety (90) days) within which to make performance, at its election, for and on behalf of the Landlord.


 


38.         LANDLORD'S
LIEN.         In addition to the statutory landlord’s lien, Tenant grants
to Landlord, to secure performance of Tenant’s obligations hereunder, a security interest in all goods, inventory, equipment,
fixtures, furniture, improvements, chattel paper, accounts, and general intangibles, and other personal property of Tenant now
or hereafter situated on or relating to Tenant’s use of the Premises, and all proceeds therefrom (excepting Medicare and
Medicaid receivables which are not assignable by law) (the "Collateral"), and the Collateral shall not
be removed from the Premises without the consent of Landlord until all obligations of Tenant have been fully performed. Upon the
occurrence of an Event of Default, Landlord may, in addition to all other remedies, without notice or demand except as provided
below, exercise the rights afforded a secured party under the Uniform Commercial Code of the State in which the Premises are located
(the “UCC”). In connection with any public or private sale under the UCC, Landlord shall give Tenant
five (5) days’ prior written notice of the time and place of any public sale of the Collateral or of the time after which
any private sale or other intended disposition thereof is to be made, which is agreed to be a reasonable notice of such sale or
other disposition. All proceeds of any such sale may be applied first to the payment of expenses incurred by Landlord in enforcing
the security interests herein granted (including reasonable attorneys’ fees and expenses). Tenant grants to Landlord a power
of attorney to execute and file any financing statement or other instrument necessary to perfect Landlord’s security interest
under this Section 38, which power is coupled with an interest and is irrevocable during
the Term. Landlord may also file a copy of this Lease or this provision as a financing statement to perfect its security interest
in the Collateral.


 



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39.         HAZARDOUS
WASTE. The term "Hazardous Substances," as used in this Lease shall mean pollutants, contaminants,
toxic or hazardous wastes, or any other substances, the removal of which is required or the use of which is restricted, prohibited
or penalized by any "Environmental Law," which term shall mean any law relating to health, pollution, or
protection of the environment. Tenant hereby agrees that (a) no activity will be conducted on the Premises that will produce
any Hazardous Substances, except for such activities that are part of the ordinary course of Tenant’s business activities
(the "Permitted Activities") provided such Permitted Activities are conducted in accordance with
all Environmental Laws and have been approved in advance in writing by Landlord; (c) the Premises will not be used in any
manner for the storage of any Hazardous Substances except for any temporary storage of such materials that are used in the ordinary
course of Tenant’s business (the "Permitted Materials") provided such Permitted Materials are properly
stored in a manner and location satisfying all Environmental Laws and approved in advance in writing by Landlord; (d) no portion
of the Premises will be used as a landfill or a dump; (e) Tenant will not install any underground tanks of any type; (f) Tenant
will not allow any surface or subsurface conditions to exist or come into existence that constitute, or with the passage of time
may constitute a public or private nuisance; and (g) Tenant will not cause (or permit any other Tenant Party to cause) any
Hazardous Substances to be brought onto the Premises, except for the Permitted Materials, and if so brought or found located thereon,
the same shall be immediately removed by Tenant, with proper disposal, and all required cleanup procedures shall be diligently
undertaken pursuant to all Environmental Laws. If at any time during or after the Term, the Premises are found to be so contaminated
or subject to such conditions, Tenant shall defend, indemnify and hold Landlord harmless from all claims, demands, actions, liabilities,
costs, expenses, damages and obligations of any nature arising from or as a result of the use of the Premises by Tenant. Tenant
will maintain on the Premises a list of all materials stored at the Premises for which a material safety data sheet (an “MSDS”)
was issued by the producers or manufacturers thereof, together with copies of the MSDS’s for such materials, and shall deliver
such list and MSDS copies to Landlord upon Landlord’s request therefor. Tenant shall remove all Permitted Materials from
the Premises in a manner acceptable to Landlord before Tenant’s right to possess the Premises ends. Unless expressly identified
on an addendum to this Lease, as of the date hereof there are no "Permitted Activities" or "Permitted Materials"
for purposes of the foregoing provision and none shall exist unless and until approved in writing by the Landlord. Landlord may
enter the Premises and conduct environmental inspections and tests therein as it may require from time to time, provided that Landlord
shall use reasonable efforts to minimize the interference with Tenant's business. Such inspections and tests shall be conducted
at Landlord’s expense, unless they reveal the presence of Hazardous Substances (other than Permitted Materials) or that Tenant
has not complied with the requirements set forth in this Section 39, in which case Tenant
shall reimburse Landlord for the cost thereof within ten days after Landlord’s request therefor.


 


40.         CAPTIONS.
The captions contained in this Lease are for convenience of reference only, and in no way limit or enlarge the terms and conditions
of this Lease.


 


41.         MISCELLANEOUS.


 


(a)          Any
approval by Landlord of any of Tenants drawings, plans and specifications which are prepared in connection with any construction
of alterations or improvements on the Premises shall not in any way be construed or operate to bind Landlord or to constitute a
representation or warranty of Landlord as to the adequacy of sufficiency of such drawings, plans and specifications, or the alterations
or improvements to which they relate, for any use, purpose, or condition, but such approval shall merely be the consent of Landlord
as may be required hereunder in connection with Tenant’s construction of alterations or improvements on the Premises in accordance
with such drawings, plans and specifications.


 



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(b)          Each
and every covenant and agreement contained in this Lease is, and shall be construed to be, a separate and independent covenant
and agreement.


 


(c)          The
surrender of this Lease by Tenant or the cancellation of this Lease by agreement of Tenant and Landlord or the termination of this
Lease on account of Tenant’s default will not work a merger of the fee estate and the leasehold estate, and will, at Landlord’s
option, either terminate any subleases of part or all of the Premises, or operate as an assignment to Landlord of any of those
subleases. Landlord’s option under this paragraph will be exercised by notice to Tenant and all known subtenants in the Premises.


 


(d)          Neither
Landlord nor any of its partners or other representatives have made any representations or promises with respect to the Premises
except as herein expressly set forth.


 


(e)          The
submission of this Lease to Tenant shall not be construed as an offer, nor shall Tenant have any rights with respect thereto unless
and until Landlord shall execute a copy of this Lease and deliver the same to Tenant.


 


(f)          Landlord
agrees that: (1) the individual executing this Lease is duly authorized to execute and deliver this Lease on behalf of Landlord
in accordance with Landlord’s organizational documents; (2) this Lease is binding upon Landlord; and (3) Landlord is
duly organized and legally existing in the state of its organization and is qualified to do business in the State of Texas.


 


(g)          Tenant
agrees that: (1) the individual executing this Lease is duly authorized to execute and deliver this Lease on behalf of Tenant
in accordance with Tenant’s organizational documents; (2)C this Lease is binding upon Tenant; (3) Tenant, if not
a natural person, is duly organized and legally existing in the state of its organization and is qualified to do business in the
State of Texas; and (4) Tenant, if a corporate entity, has previously delivered, or herewith delivers, a true and correct
resolution of Tenant’s Board of Directors authorizing the execution of this Lease, and evidencing the incumbency and signature
of the person signing this Lease.


 


(h)          The
terms and provisions of this Lease shall remain confidential.


 


(i)          This
Lease constitutes the entire agreement of the Landlord and Tenant with respect to the subject matter of this Lease, and contains
all of the covenants and agreements of Landlord and Tenant with respect thereto. Landlord and Tenant each acknowledge that no representations,
inducements, promises or agreements, oral or written, have been made by Landlord or Tenant, or anyone acting on behalf of Landlord
or Tenant, which are not contained herein, and any prior agreements, promises, negotiations, or representations not expressly set
forth in this Lease are of no effect.


 


(j)          All
obligations of Tenant hereunder not fully performed by the end of the Term shall survive, including, without limitation, all payment
obligations with respect to Taxes and insurance and all obligations concerning the condition and repair of the Premises. Upon the
end of the Term and before Tenant vacates the Premises, Tenant shall pay to Landlord any amount reasonably estimated by Landlord
as necessary to put the Premises in good condition and repair, reasonable wear and tear and damage by casualty excluded. Tenant
shall also, prior to vacating the Premises, pay to Landlord the amount, as estimated by Landlord, of Tenant’s obligation
hereunder for operating expenses for the year in which the Term ends prorated through the date of vacation. All such amounts shall
be used and held by Landlord for payment of such obligations of Tenant hereunder, with Tenant being liable for any additional costs
therefor upon demand by Landlord or with any excess to be returned to Tenant after all such obligations have been determined and
satisfied as the case may be.


 



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(k)          To
the maximum extent permitted by law, Landlord and Tenant each waive right to trial by jury in any litigation arising out of or
with respect to this Lease.


 


(l)          Within
fifteen (15) days after Landlord’s request, Tenant will furnish Tenant’s most recent audited financial statements (including
any notes to them) to Landlord, or, if no such audited statements have been prepared, such other financial statements (and notes
to them) as may have been prepared by an independent certified public accountant or, failing those, Tenant’s internally prepared
financial statements. If Tenant is a publicly traded corporation, Tenant may satisfy its obligations hereunder by providing to
Landlord Tenant’s most recent annual and quarterly reports. Tenant will discuss its financial statements with Landlord and
will give Landlord access to Tenant’s books and records in order to enable Landlord to verify the financial statements. Landlord
will not disclose any aspect of Tenant’s financial statements that Tenant designates to Landlord as confidential except to
(1) Landlord’s Mortgagee or prospective purchasers of the Center, (2) in litigation between Landlord and Tenant, or
(3) if required by court order. Tenant shall not be required to deliver the financial statements required under this Section 41.(l)
more than once in any 12-month period unless requested by Landlord’s Mortgagee or a prospective buyer or lender of the Building
or an Event of Default occurs.


 


(m)          Whenever
Tenant requests Landlord to take any action not required of it hereunder or give any consent required or permitted under this Lease,
Tenant will reimburse Landlord for Landlord’s reasonable, out-of-pocket costs payable to third parties and incurred by Landlord
in reviewing the proposed action or consent, including without limitation reasonable attorneys’, engineers’ or architects’
fees, within ten days after Landlord’s delivery to Tenant of a statement of such costs. Tenant will be obligated to make
such reimbursement without regard to whether Landlord consents to any such proposed action.


 


(n)          It
is the intention of the parties to create the relationship of Landlord and Tenant and no other relationship whatsoever and nothing
herein shall be construed to constitute the parties hereto partners or joint venturers, or to render either party hereto liable
for any of the debts or obligations of the other party.


 


(o)          Tenant
shall not record this Lease or a short form memorandum thereof without prior written consent of Landlord.


 


42.         [Intentionally
Deleted.]


 


43.         EXHIBITS
AND ATTACHMENTS.         All exhibits attachments, riders and addenda
referred to in this Lease and the exhibits listed herein below are incorporated into this Lease and made a part hereof for all
intents and purposes.


 


Exhibit A - Legal Description
off Premises


Exhibit B - Special Provisions


Exhibit C - Form of Estoppel
Certificate


 


44.         INDEMNITY
OBLIGATIONS.         TENANT ACKNOWLEDGES THAT, PURSUANT TO THE PROVISIONS
OF SECTION 15 OF THIS LEASE, TENANT IS OBLIGATED TO INDEMNIFY LANDLORD AS DESCRIBED THEREIN.


 



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DATED as of the Lease
Date.


 


	TENANT:	EOS PETRO, INC.,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Nikolas Konstant
	 	Name: Nikolas Konstant
	 	Title: President


 


	LANDLORD:	1975 BABCOCK ROAD, LLC,
	 	a Texas limited liability company


 


	 	By:	/s/ John Roberts
	 	Name:	 
	 	Title:	 


 



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EXHIBIT A


 


Legal Description


 


For a 2.243 of an acre tract of land situated
in the City of San Antonio, Bexar County, being a portion of Lot 40, Block 1, New City Block 12811, OAKHILLS PARK SUBDIVISION,
Unit 1, of record in Volume 5970, Page 28 of the Plat Records of Bexar County, Texas; said 2.243 acre tract being more particularly
described as follows:


 


BEGINNING, at a 1⁄2 inch rod set on
the Northeasterly right-of-way line of Babcock Road (ROW varies) for the Westerly corner of said Lot 40, and herein described tract;


 


THENCE, N 41°27’32”E, along
the Northwesterly line of said Lot 40, a distance of 315.00 feet to a PK nail found for the Northerly corner of said Lot 40 and
herein described tract;


 


THENCE, S 48°36’12”E, along
the Northeasterly line of said Lot 40, a distance of 310.38 feet to a 1⁄2 inch iron rod set for the Easterly corner of said
Lot 40 and herein described tract;


 


THENCE, S 41°31’56”W, along
the Southeasterly line of said Lot 40, a distance of 315,00 feet to a 1⁄2 inch iron rod set, on the Northeasterly Right-of-Way
line of Babcock Road (ROW varies) for the Southerly corner of said Lot 40 and herein described tract;


 


THENCE, N 48°36’12”W, along
the Northeasterly Right-of-Way line of Babcock Road (ROW varies), a distance of 309.99 feet to the Point of Beginning of herein
described tract, and containing 2.243 acres of land, more or less.


 



    	 



    	 



    

 


EXHIBIT B


 


SPECIAL PROVISIONS


 


RENEWAL OPTION


 




TENANT
IMPROVEMENT ALLOWANCE


 


Tenant acknowledges
that Landlord shall have no obligation to reimburse Tenant for any improvements made by Tenant to the Building or Premises, as
the Building and Premises are being leased to tenant in their “as is, where is” condition.


 


HVAC WARRANTY


 


The existing HVAC systems
shall be in good working condition within thirty (30) days of full execution of this Lease at the sole cost and expense of Landlord.


 


ROOF
WARRANTY


 


Landlord agrees to
repair any roof leaks detected by Landlord or its agents or representatives within thirty (30) days of full execution of this Lease.


 


DIRECT DEPOSIT OF RENTAL PAYMENTS


 


At the request of Landlord,
Tenant shall make all payments of Rent due under the Lease by direct deposit monthly into a bank account designated by Landlord.


 



    	 



    	 



    

 


EXHIBIT C


 


FORM OF TENANT ESTOPPEL CERTIFICATE


 


The undersigned is
the Tenant under the Lease (defined below) between _____________________________, as Landlord, and the undersigned as Tenant, for
certain Premises located at 1975 Babcock Road, San Antonio, Texas, and hereby certifies as follows:


 


1.          The
Lease consists of the original Lease Agreement dated as of ___________, 20__ by and between Tenant and Landlord and the following
amendments or modifications thereto (if none, please state "none"):_____________________________________________________________.


 


The documents listed above are herein collectively
referred to as the "Lease" and represent the entire agreement between the parties with respect to the Premises.
All capitalized terms used herein but not defined shall be given the meaning assigned to them in the Lease.


 


2.          The
Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Section 1
above.


 


3.          The
Term commenced on __________________, 200__ and the Term, excluding any renewal options, expires on _____________________, 200__,
and Tenant has no option to purchase all or any part of the Premises, or the Building or, except as expressly set forth in the
Lease, any option to terminate or cancel the Lease.


 


4.          Tenant
currently occupies the Premises described in the Lease and Tenant has not transferred, assigned, or sublet any portion of the Premises
nor entered into any license or concession agreements with respect thereto except as follows (if none, please state "none"):.


 


5.          All
monthly installments of Base Rental, all Additional Rent and all monthly installments of estimated Additional Rent have been paid
when due through. The current monthly installment of Base Rental is $.


 


6.          All
conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord
is not in default thereunder. In addition, Tenant has not delivered any notice to Landlord regarding a default by Landlord thereunder.


 


7.          As
of the date hereof, there are no existing defenses or offsets, or, to the undersigned's knowledge, claims or any basis for a claim,
that the undersigned has against Landlord and no event has occurred and no condition exists, which, with the giving of notice or
the passage of time, or both, will constitute a default under the Lease.


 


8.          No
rental has been paid more than thirty (30) days in advance and no security deposit has been delivered to Landlord except as provided
in the Lease.


 


9.          If
Tenant is a corporation, partnership or other business entity, each individual executing this Estoppel Certificate on behalf of
Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the state in
which the Premises is located and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and
that each person signing on behalf of Tenant is authorized to do so.


 



    	 



    	 



    

 


10.         There
are no actions pending against Tenant under any bankruptcy or similar laws of the United States or any state.


 


11.         Other
than in compliance with all applicable laws and incidental to the ordinary course of the use of the Premises, the undersigned has
not used or stored any hazardous substances on or in the Premises.


 


12.         All
tenant improvement work, if any, to be performed by Landlord under the Lease has been completed in accordance with the Lease and
has been accepted by the undersigned and all reimbursements and allowances due to the undersigned under the Lease in connection
with any tenant improvement work have been paid in full.


 


Tenant acknowledges
that this Estoppel Certificate may be delivered to Landlord, Landlord’s Mortgagee or to a prospective mortgagee or prospective
purchaser, and their respective successors and assigns, and acknowledges that Landlord, Landlord’s Mortgagee and/or such
prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in disbursing loan advances
or making a new loan or acquiring the property of which the Premises are a part and that receipt by it of this certificate is a
condition of disbursing loan advances or making such loan or acquiring such property.


 


Executed as of_______, 20__.


 


	TENANT:	EOS PETRO, INC.,
	 	a Delaware corporation
	 	 
	 	By:	 
	 	Name: Nikolas Konstant
	 	Title: President