Exhibit 10.22


 


LEASE AGREEMENT


 


THIS LEASE AGREEMENT
(this “Lease”) is made this 31st day of December, 2015, between ARE-NC REGION NO. 5, LLC, a Delaware
limited liability company (“Landlord”), and HUMACYTE, INC., a North Carolina corporation (“Tenant”).


 


	Building:	 	2525 E. NC Highway 54, Durham, North Carolina 27713
	 	 	 
	Premises:	 	That portion of the Building, containing approximately 58,395 rentable square feet, consisting of (i) approximately 43,531 rentable square feet on the first floor of the Building, and (ii) approximately 14,864 rentable square feet on the second floor of the Building, all as determined by Landlord, as shown on Exhibit A.
	 	 	 
	Project:	 	The real property on which the Building in which the Premises are located, together with all improvements thereon and appurtenances thereto as described on Exhibit B.
	 	 	 
	Base Rent:	 	$20.50 per rentable square foot of the Premises per year, subject to adjustment as provided for in Sections 4(a) and (4(b) hereof.
	 	 	 
	Rentable Area of Premises:	 	58,395 sq. ft.
	 	 	 
	Rentable Area of Project:	 	82,481 sq. ft.
	 	 	 
	Tenant’s Share of Operating Expenses:	 	70.80%
	 	 	 
	Security Deposit:	 	$199,516.25
	 	 	 
	Rent Adjustment Percentage:	 	2.5%
	 	 	 
	Base Term:	 	A term beginning on the Commencement Date and
    ending 120 months from the first day of the first full month following the Rent Commencement Date (as defined in Section
    2). The Base Term of the lease shall be subject to extension pursuant to the terms and conditions of Section 40
    below.
	 	 	 
	Permitted Use:	 	Research and development laboratory, manufacturing, non-retail sales, storage and distribution of biologic products, related office and other related uses consistent with the character of the Project and otherwise in compliance with the provisions of Section 7 hereof.



 


	
        Address
for Rent Payment:

        PO
BOX 975383

        Dallas,
TX 75397-5383
	 	
        Landlord’s
Notice Address:

        385
E. Colorado Boulevard, Suite 299

        Pasadena,
CA 91101

        Attention: Corporate Secretary

        




 






     


    
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Tenant’s Notice Address before the Rent Commencement Date:


7020 Kit Creek Road, Suite 110


Research Triangle Park, NC 27709


Attention: Paul Boyer, Chief Financial Officer


 


Tenant’s Notice Address after the Rent Commencement Date:


2525 E. NC Highway 54, First Floor


Durham, North Carolina 27713


Attention: Chief Financial Officer


     



The following Exhibits and Addenda are attached hereto and incorporated
herein by this reference:


 


	☒	EXHIBIT A - PREMISES DESCRIPTION	 	☒	EXHIBIT B - DESCRIPTION OF PROJECT
	☒	EXHIBIT C - WORK LETTER	 	☒	EXHIBIT D - COMMENCEMENT DATE
	☒	EXHIBIT E - RULES AND REGULATIONS	 	☒	EXHIBIT F - TENANT’S PERSONAL PROPERTY
	☒	EXHIBIT G - BUILDING SIGN	 	 	 


 


1.
Lease of Premises. Upon and subject to all of the terms and conditions hereof, Landlord hereby leases the Premises
to Tenant and Tenant hereby leases the Premises from Landlord. The portions of the Project which are for the non-exclusive use
of tenants of the Project are collectively referred to herein as the “Common Areas.” The Common Areas shall
include, without limitation, all common lobbies, entrances, stairs, elevators, restrooms, walkways, driveways and sidewalks located
at the Project. Tenant shall have the non-exclusive right, along with other tenants of the Project, subject to Landlord’s
reasonable rules and regulations, to use the Common Areas. During the Term, the Common Areas shall include, without limitation,
the conference room(s) to be constructed as part of the Common Areas and the break room to be constructed as part of the Common
Areas, all as reasonably determined by Landlord. Landlord reserves the right to modify Common Areas, provided that such modifications
do not materially adversely (i) affect Tenant’s use of the Premises for the Permitted Use, (ii) affect Tenant’s access
to the Premises, (iii) affect the availability of the conference room(s) and break room, other than on a temporary basis, or (iv)
cause a material reduction of the Common Areas or otherwise materially adversely affect Tenant’s rights or obligations under
this Lease other than on a temporary basis. From and after the Commencement Date through the expiration of the Term, Tenant shall
have access to the Building, the Premises and the parking areas serving the Project 24 hours a day, 7 days a week, except in the
case of emergencies, as the result of Legal Requirements, the performance by Landlord of any installation, maintenance or repairs,
or any other temporary interruptions, and otherwise subject to the terms of this Lease.


 


2.
Delivery; Acceptance of Premises; Commencement Date. Landlord shall deliver the Premises to Tenant in broom clean
condition for Tenant’s performance of the Tenant Improvements under the Work Letter (“Delivery” or “Deliver”)
on the Commencement Date. If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss
or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. Landlord shall use reasonable
efforts to Substantially Complete Landlord’s Work on or before March 1, 2016. If Landlord fails Substantially Complete Landlord’s
Work on or before March 1, 2016 (as such date may be extended for Force Majeure delays or delays caused by Tenant), the Rent Commencement
Date shall be delayed 1 day for each day thereafter until Landlord Substantially Completes Landlord’s Work. If Landlord does
not Substantially Complete Landlord’s Work on or before July 1, 2016 (as such day may be extended by delays caused by Tenant
but shall not be extended by Force Majeure), this Lease may be terminated by Tenant by written notice to Landlord, and if so terminated
by Tenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled
under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights,
duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. If
Tenant does not so elect to terminate this Lease on or before July 15, 2015, such right to terminate this Lease shall be waived
and this Lease shall remain in full force and effect. As used herein, the terms (i) “Tenant Improvements” shall
have the meaning set forth for such term in the Work Letter, (ii) “Landlord’s Work” shall mean the renovations
being performed by Landlord, at Landlord’s cost and expense, as of the date of this Lease to the entry lobby, conference
rooms, front restrooms, lobby stairs and break room, all as reasonably determined by Landlord, which Landlord’s Work shall
be performed in accordance with the plans approved by Landlord and in accordance with Legal Requirements (as defined in Section
7 hereof), and (iii) “Substantially Completed,” with respect to Landlord’s Work, shall mean the substantial
completion of Landlord’s Work in a good and workmanlike manner, subject to normal punch list items of a non-material nature.


 






     


    
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The “Commencement
Date” shall be January 1, 2016. The “Rent Commencement Date” shall be the date that is 10 months after
the Commencement Date. Upon the written request of Landlord or Tenant, Landlord and Tenant shall execute and deliver a written
acknowledgment of the Commencement Date, the Rent Commencement Date, the OPEX Commencement Date (as defined in Section 3(b)
below), and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement
Date” attached to this Lease as Exhibit D; provided, however, Tenant’s or Landlord’s failure to
execute and deliver such acknowledgment shall not affect the other party’s rights hereunder. The “Term”
of this Lease shall be the Base Term, as defined above on the first page of this Lease and the Extension Term which Tenant may
elect pursuant to Section 40 hereof.


 


Subject to the provisions
of Section 6 of the Work Letter, Landlord shall permit Tenant and Tenant’s representatives access to the Premises
commencing on the day after the mutual execution and delivery of this Lease by the parties for the purpose of conducting design
and engineering work in connection with the Tenant Improvements (“Design Activities”), provided that such Design
Activities are coordinated with Landlord, and Tenant complies with this Lease (excluding the obligation to pay Base Rent and Operating
Expenses) and all other reasonable restrictions and conditions Landlord may impose. All such access shall be during normal business
hours. Any access to the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of
this Lease, excluding the obligation to pay Base Rent or Operating Expenses.


 


Prior to the Commencement
Date, Landlord and Tenant shall conduct an inspection of the Building components and the Building Systems (as defined in Section
13 hereof) at a time and date reasonably acceptable to Landlord and Tenant to confirm that the Building components and the
Building Systems are in normal operating condition. If, through such inspection, it is reasonably determined by Landlord and Tenant
that a particular Building component or Building System is not then in normal operating condition, Landlord shall be responsible,
at its sole cost and expense (which shall not constitute an Operating Expense), for any repairs that are required to be made to
such Building component or Building Systems to cause them to be in normal operating condition, which repairs shall be made within
a reasonable period after the Commencement Date.


  


Except as set forth
in this Lease (including as provided in the immediately preceding paragraph) and the Work Letter: (i) Tenant shall accept the Premises
in their condition as of the Commencement Date, subject to all applicable Legal Requirements; (ii) Landlord shall have no obligation
for any defects in the Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant
accepts the Premises and that the Premises were in good condition at the time possession was taken.


 


Tenant agrees and acknowledges
that, except as otherwise expressly set forth in this Lease or the Work Letter, neither Landlord nor any agent of Landlord has
made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or
the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty
that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord
and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements,
understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s
representations, warranties, acknowledgments and agreements contained herein.


 


3.
Rent.


 


(a)
Base Rent. Base Rent for the month in which the Rent Commencement Date occurs and the Security Deposit shall be
due and payable on delivery of an executed copy of this Lease to Landlord. Tenant shall pay to Landlord in advance, without
demand, abatement (except for any abatement expressly provided for in this Lease), deduction or set-off, equal monthly
installments of Base Rent on or before the first day , of each calendar month during the Term hereof after the Rent
Commencement Date, in lawful money of the United States of America, at the office of Landlord for payment of Rent set forth
above, or to such other person or at such other place as Landlord may from time to time designate in writing. Payments of
Base Rent for any fractional calendar month shall be prorated. The obligation of Tenant to pay Base Rent and other sums to
Landlord and the obligations of Landlord under this Lease are independent obligations. Tenant shall have no right at any time
to abate, reduce, or set-off any Rent (as defined in Section 5) due hereunder except for any abatement as may be
expressly provided in this Lease.


  



     


    
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(b)
Additional Rent. In addition to Base Rent, Tenant agrees to pay to Landlord as additional rent (“Additional
Rent”): (i) commencing on the date (the “OPEX Commencement Date”) that is the earlier to occur of
(x) the date that is 6 months after the Commencement Date, or (y) the date that Tenant commences doing any business in all or any
portion of the Premises, Tenant’s Share of “Operating Expenses” (as defined in Section 5), and (ii) any
and all other amounts Tenant assumes or agrees to pay under the provisions of this Lease, including, without limitation, any and
all other sums that may become due by reason of any default of Tenant or failure to comply with the agreements, terms, covenants
and conditions of this Lease to be performed by Tenant, after any applicable notice and cure period.






 


4.
Base Rent Adjustments.


 


(a)
Annual Adjustments. Base Rent shall be increased on each annual anniversary of the Rent Commencement Date (each an
“Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent
Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent,
as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.


 


(b)
TI Allowance. For each of the following incremental levels of the TI Allowance (as defined in the Work Letter) disbursed
in connection with the Tenant Improvements, Base Rent shall increase by an amount equal to the amount (per rentable square foot
per year) for such increment of TI Allowance on the schedule set forth below:


 


	TI Allowance (per rentable square foot)	
        Incremental Increase in Base Rent

        (per rentable square foot)

	 	 
	$0.00 -  $35.00	$0.00
	$35.01 - $55.00	$3.17



  


For example, if the
entire TI Allowance was disbursed by Landlord, the initial annual Base Rent would be $23.67 per rentable square foot of the Premises
per year. The incremental increase in Base Rent shall be equal to $0.1585 per rentable square foot of the Premises per year for
every $1.00 of TI Allowance Tenant elects to use in excess of $35.00.


 


5.
Operating Expense Payments. Landlord shall deliver to Tenant a written estimate of Operating Expenses for each calendar
year during the Term (the “Annual Estimate”), which may be reasonably revised by Landlord from time to time
during such calendar year (but no more than once in any calendar year). Commencing on the OPEX Commencement Date and continuing
thereafter on the first day of each month during the Term, Tenant shall pay Landlord an amount equal to 1/12th of Tenant’s
Share of the Annual Estimate. Payments for any fractional calendar month shall be prorated.


 


The term “Operating
Expenses” means all costs and expenses of any kind or description whatsoever incurred or accrued each calendar year by
Landlord with respect to the Project (including, without duplication, Taxes (as defined in Section 9) capital repairs and
improvements amortized over the useful life of such capital items (as reasonably determined by Landlord taking into account all
relevant factors), and the costs of Landlord’s third party property manager (not to exceed 3.0% of Base Rent) or, if there
is no third party property manager, administration rent in the amount of 3.0% of Base Rent (for the period commencing on the OPEX
Commencement Date through the day immediately preceding the Rent Commencement Date, Tenant shall be required to pay administration
rent each month equal to the amount of the administration rent that Tenant would have been required to pay if Base Rent were not
being abated), excluding only:


 






     


    
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(a)
the original construction costs of the Project, any renovation prior to the date of this Lease or the costs of Landlord’s
Work, and costs of correcting defects in such original construction, renovation or Landlord’s Work;


 


(b)
capital expenditures for expansion of the Project;


 


(c)
the cost of capital repairs and replacements of Structural Items (as defined in Section 13);


 


(d)
interest, principal payments of Mortgage (as defined in Section 27) debts of Landlord, financing costs and amortization
of funds borrowed by Landlord, whether secured or unsecured, and all payments of base rent (but not taxes or operating expenses)
directly associated with the Project under any ground lease or other underlying lease of all or any portion of the Project;


 


(e)
depreciation of the Project (except for capital improvements, the cost of which are includable in Operating Expenses);


 


(f)
advertising, promotional, legal and space planning expenses and leasing commissions and other costs and expenses incurred
in procuring and leasing space to tenants for the Project, including any leasing office maintained in the Project, free rent and
construction allowances for tenants;


 


(g)
legal and other expenses incurred in the negotiation or enforcement of leases;


 


(h)
completing, fixturing, improving, renovating, painting, redecorating or other work, which Landlord pays for or performs
for other tenants within their premises, and costs of correcting defects in such work;


 


(i)
costs incurred in connection with the relocation of any tenant of the Project;


 


(j)
costs to be reimbursed by other tenants of the Project or Taxes to be paid directly by Tenant or other tenants of the Project,
whether or not actually paid;


 


(k)
salaries, wages, benefits and other compensation paid to officers and employees of Landlord who are not assigned in whole
or in part to the operation, management, maintenance or repair of the Project;


 


(l)
general organizational, administrative and overhead costs not directly attributable to the operation and management of the
Project or otherwise, relating to maintaining Landlord’s existence, either as a corporation, partnership, or other entity,
including general corporate, legal and accounting expenses;


 


(m)
costs (including attorneys’ fees and costs of settlement, judgments and payments in lieu thereof) incurred in connection
with disputes with tenants, other occupants, or prospective tenants, and costs and expenses, including legal fees, incurred in
connection with negotiations or disputes with employees, consultants, management agents, leasing agents, purchasers or mortgagees
of the Building;




 


(n)
costs incurred by Landlord due to the violation by Landlord, its employees, agents or contractors or any tenant of the terms
and conditions of any lease of space in the Project or any Legal Requirement (as defined in Section 7);


 


(o)
penalties, fines or interest incurred as a result of Landlord’s inability or failure to make payment of Taxes and/or
to file any tax or informational returns when due, or from Landlord’s failure to make any payment of Taxes required to be
made by Landlord hereunder before delinquency;


 


     


    
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(p)
overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in
or to the Project to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties
on a competitive basis;


 


(q)
costs of Landlord’s charitable or political contributions, or of fine art maintained at the Project;


 


(r)
costs in connection with services (including electricity), items or other benefits of a type which are not standard for
the Project and which are not available to Tenant without specific charges therefor, but which are provided to another tenant or
occupant of the Project, whether or not such other tenant or occupant is specifically charged therefor by Landlord;


 


(s)
costs incurred in the sale or refinancing of the Project;


 


(t)
reserve funds;


 


(u)
costs of work or services performed unrelated to the Project;


 


(v)
any expenses otherwise includable within Operating Expenses to the extent actually reimbursed by insurance (or, if Landlord
fails to maintain the insurance required to be carried by Landlord pursuant to Section 17, would have been reimbursed by
insurance required to be carried by Landlord pursuant to Section 17);


 


(w)
costs actually reimbursed to Landlord under any warranty carried by Landlord for the Project;


 


(x)
any costs incurred to remove, study, test or remediate Hazardous Materials in or about the Building or the Project (provided,
however, that the foregoing is in no event intended to limit Tenant’s obligations under Section 28 or Section 30
of this Lease);


 


(y)
the cost of constructing or operating a Common Area cafeteria, observatory, broadcasting facility, childcare or daycare
center, and/or other specialized common amenity (not including break rooms or conference rooms) which is constructed or installed
by Landlord following the Commencement Date (each, a “Common Area Amenity”) and which Common Area Amenity Tenant
has elected by delivery of written notice to Landlord not to use during the Term (provided, however, that if the construction of
such Common Area Amenity results in an increase of the assessed valuation of the Project, Tenant shall be responsible for Tenant’s
Share of Taxes resulting from such increase in such assessed valuation as part of Operating Expenses). Tenant understands and agrees
that if Tenant has elected by written notice to Landlord not to use a Common Area Amenity, (i) Tenant shall have no right to the
use or benefit of such Common Area Amenity, and (ii) if Tenant or any of Tenant’s employees uses any Common Area Amenity,
Tenant shall be required to pay Tenant’s Share of Operating Expenses (other than the initial construction costs of such Common
Area Amenity) with respect to such Common Area Amenity, which payments shall be retroactive to the date that Tenant or any of Tenant’s
employees commenced using the Common Area Amenity and shall continue through the expiration of the Term;




 


(z)
net income taxes of Landlord or the owner of any interest in the Project, franchise, capital stock, gift, estate or inheritance
taxes or any federal, state or local documentary taxes imposed against the Project or any portion thereof or interest therein;
and


 


(aa)
any expenses otherwise includable within Operating Expenses to the extent actually reimbursed by persons other than tenants
of the Project under leases for space in the Project.


 


Landlord shall not
be entitled to collect Operating Expenses from the tenants of the Project in excess of 100% of the total Operating Expenses actually
incurred by Landlord nor shall Landlord be entitled to make any profit from Landlord’s collection of Operating Expenses.


 


     


    
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Following the first
year after the Rent Commencement Date, that part of Operating Expenses which is comprised of Controllable Operating Expenses (as
defined below) shall be increased by no more than 5% per year. Such limitation of 5% per year on increases shall be cumulative
year to year, so that if in any year the increase in cumulative Operating Expenses is more or less than 5%, then the difference
between 5% and the actual percentage increase in that year may be carried forward to any future year, and may be applied in such
future year to increase the actual percentage increase (even if more than 5% for such year) subject to the limitation that Controllable
Operating Expenses shall not have increased by more than 5% compounded annually since the beginning of the Term. “Controllable
Operating Expenses” shall mean those Project Operating Expenses for which increases are reasonably within the control
of Landlord, and shall specifically not include, without limitation, Taxes, assessments, refuse and or trash removal, insurance,
collectively bargained union wages, electricity and other utilities. There shall be no limitation on the amount of increase from
year to year on Project Operating Expenses which are not Controllable Operating Expenses.


 


Within 90 days after
the end of each calendar year (or such longer period as may be reasonably required), Landlord shall furnish to Tenant a statement
(an “Annual Statement”) showing in reasonable detail on a line item basis: (a) the total actual Operating Expenses
and Tenant’s Share of actual Operating Expenses for the previous calendar year, and (b) the total of Tenant’s payments
in respect of Operating Expenses for such year. If Tenant’s Share of actual Operating Expenses for such year exceeds Tenant’s
payments of Operating Expenses for such year, the excess shall be due and payable by Tenant as Rent within 30 days after delivery
of such Annual Statement to Tenant. If Tenant’s payments of Operating Expenses for such year exceed Tenant’s Share
of actual Operating Expenses for such year Landlord shall pay the excess to Tenant within 30 days after delivery of such Annual
Statement, except that after the expiration, or earlier termination of the Term or if Tenant is delinquent in its obligation to
pay Rent, Landlord shall pay the excess to Tenant after deducting all other amounts due Landlord. Landlord’s and Tenant’s
obligations to pay any overpayments or deficiencies due pursuant to this paragraph shall survive the expiration or earlier termination
of this Lease.




 



     


    
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Following the date
that is 24 months after Landlord’s delivery of an Annual Statement to Tenant, Tenant shall not be responsible for the payment
of items of Operating Expenses for the applicable year not reflected in such Annual Statement, except for Taxes for which Tenant
is responsible under this Lease and/or any costs for which Landlord is billed after the expiration of such 24 month period.


 


The Annual Statement
shall be final and binding upon Tenant unless Tenant, within 120 days after Tenant’s receipt thereof, shall contest any item
therein by giving written notice to Landlord, specifying each item contested and the reason therefor. If, during such 120 day period,
Tenant requests access to such books and records relating to the Annual Statement, Landlord will provide Tenant (and/or representatives
of Tenant identified by written notice from Tenant to Landlord) with access to Landlord’s books and records relating to the
operation of the Project for the calendar year with respect to which the Annual Statement was provided, and such other information
as Landlord reasonably determines to be responsive to Tenant’s questions (the “Expense Information”).
If after Tenant’s review of such Expense Information, Landlord and Tenant cannot agree upon the amount of Tenant’s
Share of Operating Expenses, then Tenant shall have the right to have a regionally recognized independent public accounting firm
selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed), working pursuant to
a fee arrangement other than a contingent fee (at Tenant’s sole cost and expense), audit and/or review the Expense Information
for the year in question (the “Independent Review”). The results of any such Independent Review shall be binding
on Landlord and Tenant. If the Independent Review shows that the payments actually made by Tenant with respect to Operating Expenses
for the calendar year in question exceeded Tenant’s Share of Operating Expenses for such calendar year, Landlord shall at
Landlord’s option either (i) credit the excess amount to the next succeeding installments of estimated Operating Expenses
or (ii) pay the excess to Tenant within 30 days after delivery of such statement, except that after the expiration or earlier termination
of this Lease or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the excess to Tenant after deducting
all other amounts due Landlord. If the Independent Review shows that Tenant’s payments with respect to Operating Expenses
for such calendar year were less than Tenant’s Share of Operating Expenses for the calendar year, Tenant shall pay the deficiency
to Landlord within 30 days after delivery of such statement. If the Independent Review shows that Tenant has overpaid with respect
to Operating Expenses by more than 5% then Landlord shall reimburse Tenant for all costs incurred by Tenant for the Independent
Review. Operating Expenses for the calendar years in which Tenant’s obligation to share therein begins and ends shall be
prorated. Notwithstanding anything set forth herein to the contrary, if the Project is not at least 95% occupied on average during
any year of the Term, Tenant’s Share of Operating Expenses for such year shall be computed as though the Project had been
95% occupied on average during such year.


 


     


    
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“Tenant’s
Share” shall be the percentage set forth on the first page of this Lease as Tenant’s Share (which has been determined
by dividing the rentable square footage of the Premises by the rentable square footage of the Project) as reasonably adjusted by
Landlord for changes in the physical size of the Premises or the Project occurring thereafter. The rentable square footage of the
Premises shall not be subject to re-measurement by either party during the Term. Landlord may equitably increase Tenant’s
Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only
the Premises or only a portion of the Project that includes the Premises or that varies with occupancy or use. Base Rent, Tenant’s
Share of Operating Expenses and all other amounts payable by Tenant to Landlord hereunder are collectively referred to herein as
“Rent.”




 


6.
Security Deposit. Tenant shall deposit with Landlord, upon delivery of an executed copy of this Lease to Landlord,
a security deposit (the “Security Deposit”) for the performance of all of Tenant’s obligations hereunder
in the amount set forth on page 1 of this Lease, which Security Deposit shall be in the form of an unconditional and irrevocable
letter of credit (the “Letter of Credit”): (i) in form and substance reasonably satisfactory to Landlord, (ii) naming
Landlord as beneficiary, (iii) expressly allowing Landlord to draw upon it at any time from time to time as permitted under this
Section 6 by delivering to the issuer notice that Landlord is entitled to draw thereunder, (iv) issued by an FDIC-insured
financial institution reasonably satisfactory to Landlord, and (v) redeemable by presentation of a sight draft in the State of
North Carolina or the State of California. If Tenant does not provide Landlord with a substitute Letter of Credit complying with
all of the requirements hereof at least 10 days before the stated expiration date of any then current Letter of Credit, Landlord
shall have the right to draw the full amount of the current Letter of Credit and hold the funds drawn in cash without obligation
for interest thereon as the Security Deposit. The Security Deposit shall be held by Landlord as security for the performance of
Tenant’s obligations under this Lease. The Security Deposit is not an advance rental deposit or a measure of Landlord’s
damages in case of Tenant’s default. Upon each occurrence of a Default (as defined in Section 20), Landlord may use
all or any part of the Security Deposit to pay delinquent payments due under this Lease, future rent damages, and the cost of any
damage, injury, expense or liability caused by such Default, without prejudice to any other remedy provided herein or provided
by law. Landlord’s right to use the Security Deposit under this Section 6 includes the right to use the Security
Deposit to pay future rent damages following the termination of this Lease pursuant to Section 21(c)  below. Upon any use
of all or any portion of the Security Deposit and reasonable documentation of such use by Landlord, Tenant shall pay Landlord within
10 business days of demand therefor the amount that will restore the Security Deposit to the amount set forth on Page 1 of this
Lease. Tenant hereby waives the provisions of any law, now or hereafter in force, which provide that Landlord may claim from a
security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused by Tenant
or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord
for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Tenant or any officer, employee, agent
or invitee of Tenant. Upon bankruptcy or other debtor-creditor proceedings against Tenant, the Security Deposit shall be deemed
to be applied first to the payment of Rent and other charges due Landlord for periods prior to the filing of such proceedings.
If Tenant shall fully perform every provision of this Lease to be performed by Tenant, the Security Deposit, or any balance thereof
(i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned
to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within 60 days after the
expiration or earlier termination of this Lease.


 


If Landlord transfers
its interest in the Project or this Lease, Landlord shall either (a) transfer any Security Deposit then held by Landlord to a person
or entity assuming Landlord’s obligations under this Section 6, or (b) return to Tenant any Security Deposit then
held by Landlord and remaining after the deductions permitted herein. Upon such transfer to such transferee or the return of the
Security Deposit to Tenant, Landlord shall have no further obligation with respect to the Security Deposit, and Tenant’s
right to the return of the Security Deposit shall apply solely against Landlord’s transferee. The Security Deposit is not
an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Landlord’s obligation
respecting the Security Deposit is that of a debtor, not a trustee, and no interest shall accrue thereon.




 



     


    
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7.
Use. The Premises shall be used solely for the Permitted Use set forth in the basic lease provisions on page 1 of
this Lease, and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses,
covenants and restrictions now or hereafter applicable to the Premises, and to the use and occupancy thereof, including, without
limitation, the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant
thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”).
Tenant shall, upon 5 business days’ written notice from Landlord, discontinue any use of the Premises which is declared by
any Governmental Authority (as defined in Section 9) having jurisdiction to be a violation of a Legal Requirement. Tenant
will not use or permit the Premises to be used for any purpose or in any manner that would be reasonably anticipated to void Tenant’s
or Landlord’s insurance. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”,
as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional
premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section
or otherwise demonstrated by Landlord to be caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the
Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises,
subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants
or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on
the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery
to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas,
or other space in the Project. Tenant shall not place any machinery or equipment which would overload the floor in or upon the
Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior
written consent of Landlord. Except as may be provided in the Work Letter, Tenant shall not, without the prior written consent
of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water
beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually
furnished for the Permitted Use, which consent shall not be unreasonably withheld, conditioned or delayed so long as Tenant provides
for and pays for the necessary increases in the applicable capacity of the Project.


 


Landlord shall be responsible,
at Landlord’s cost and expense and not as part of Operating Expenses, for the compliance of the Common Areas of the Project
with Legal Requirements as of the Commencement Date. Following the Commencement Date, Landlord shall, as an Operating Expense (to
the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located) and
at Tenant’s expense (to the extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other
tenants of the Project, particular use of the Premises, the Tenant Improvements or Tenant’s Alterations) make any alterations
or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements. Except as provided
in the 2 immediately preceding sentences, Tenant, at its sole expense, shall make any alterations or modifications to the interior
or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance
of the Premises with the ADA) related to Tenant’s particular use or occupancy of the Premises, the Tenant Improvements or
Tenant Alterations. Notwithstanding any other provision herein to the contrary, and except as provided in the first two sentences
of this paragraph, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions,
causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including,
without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”)
arising out of or in connection with Legal Requirements related to Tenant’s particular use or occupancy of the Premises,
the Tenant Improvements or Tenant’s Alterations, and Tenant shall indemnify, defend, hold and save Landlord harmless from
and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement
related to Tenant’s particular use or occupancy of the Premises, the Tenant Improvements or Tenant’s Alterations.




 



     


    
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8.
Holding Over. If, with Landlord’s express written consent, Tenant retains possession of the Premises after
the termination of the Term, (i) unless otherwise agreed in such written consent, such possession shall be subject to immediate
termination by Landlord at any time, (ii) all of the other terms and provisions of this Lease (including, without limitation, the
adjustment of Base Rent pursuant to Section 4 hereof) shall remain in full force and effect (excluding any expansion or
renewal option or other similar right or option) during such holdover period, (iii) Tenant shall continue to pay Base Rent in the
amount payable upon the date of the expiration or earlier termination of this Lease or such other amount as Landlord may indicate,
in Landlord’s sole and absolute discretion, in such written consent, and (iv) all other payments shall continue under the
terms of this Lease. If Tenant remains in possession of the Premises after the expiration or earlier termination of the Term without
the express written consent of Landlord, (A) Tenant shall become a tenant at sufferance upon the terms of this Lease except that
the monthly rental shall be equal to 150% of the Base Rent in effect during the last 30 days of the Term (plus 100% of Tenant’s
Share of Operating Expenses), and (B) if Tenant holds over for a period in excess of 30 days, Tenant shall be responsible for all
damages suffered by Landlord resulting from or occasioned by Tenant’s holding over, including consequential damages. No holding
over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided,
and this Section 8 shall not be construed as consent for Tenant to retain possession of the Premises. Acceptance by Landlord
of Rent after the expiration of the Term or earlier termination of this Lease shall not result in a renewal or reinstatement of
this Lease.


 


9.
Taxes. Landlord shall pay, as part of Operating Expenses, all taxes, levies, fees, assessments and governmental charges
of any kind, existing as of the Commencement Date or thereafter enacted (collectively referred to as “Taxes”),
imposed by any federal, state, regional, municipal, local or other governmental authority or agency, including, without limitation,
quasi-public agencies (collectively, “Governmental Authority”) during the Term, including, without limitation,
all Taxes: (i) imposed on or measured by or based, in whole or in part, on rent payable to (or gross receipts received by) Landlord
under this Lease and/or from the rental by Landlord of the Project or any portion thereof, or (ii) based on the square footage,
assessed value or other measure or evaluation of any kind of the Premises or the Project, or (iii) assessed or imposed by or on
the operation or maintenance of any portion of the Premises or the Project, including parking, or (iv) assessed or imposed by,
or at the direction of, or resulting from Legal Requirements, or interpretations thereof, promulgated by any Governmental Authority,
or (v) imposed as a license or other fee, charge, tax, or assessment on Landlord’s business or occupation of leasing space
in the Project. Landlord may contest by appropriate legal proceedings the amount, validity, or application of any Taxes or liens
securing Taxes. Notwithstanding anything to the contrary herein, Landlord shall only charge Tenant for assessments as if those
assessments were paid by Landlord over the longest possible term which Landlord is permitted to pay for the applicable assessments
without additional charge other than interest, if any, provided under the terms of the underlying assessments. Taxes shall not
include any franchise, capital levy, net income, estate, succession, inheritance, gift, transfer, corporate excise or excess profit
taxes imposed on Landlord except to the extent such net income taxes are in substitution for any Taxes payable hereunder. If any
such Tax is levied or assessed directly against Tenant, then Tenant shall be responsible for and shall pay the same at such times
and in such manner as the taxing authority shall require. Tenant shall pay, prior to delinquency, any and all Taxes levied or
assessed against any personal property or trade fixtures placed by Tenant in the Premises, whether levied or assessed against
Landlord or Tenant. If any Taxes on Tenant’s personal property or trade fixtures are levied against Landlord or Landlord’s
property, or if the assessed valuation of the Project is increased by a value attributable to improvements in or alterations to
the Premises, whether owned by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof,
higher than the base valuation on which Landlord from time-to-time allocates Taxes to all tenants in the Project, Landlord shall
have the right, but not the obligation, to pay such Taxes. Landlord’s determination of any excess assessed valuation shall
be binding and conclusive, absent manifest error. The amount of any such payment by Landlord shall constitute Additional Rent
due from Tenant to Landlord immediately upon demand. If Landlord shall receive any abatement or refund of Taxes that does not
derive from any vacancy in the Building or rent losses and such abatement or refund is for a time period for which Tenant has
made payments during the Term, then out of any balance remaining after deducting Landlord’s expenses incurred in obtaining
such refund or abatement, Landlord shall, at Landlord’s option, either (i) credit the excess amount determined by Landlord
to be attributable to the Premises to the next succeeding installments of estimated Taxes or (ii) pay the excess amount determined
by Landlord to be attributable to the Premises to Tenant within 30 days after delivery of the Annual Statement, except that after
the expiration or earlier termination of this Lease or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay
such excess amount determined by Landlord to be attributable to the Premises to Tenant after deducting all other amounts due Landlord.
Nothing contained in this Lease shall obligate Landlord to seek a refund or abatement of Taxes.

 






     


    
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10.
Parking. Subject to all matters of record, Force Majeure, a Taking (as defined in Section 19 below) and the
exercise by Landlord of its rights hereunder, Tenant shall have the right, at no additional cost to Tenant during the Base Term,
in common with other tenants of the Project pro rata in accordance with the rentable area of the Premises and the rentable areas
of the Project occupied by such other tenants, to park in those areas of the front and west side parking lots serving the Building
designated for non-reserved parking, subject in each case to Landlord’s rules and regulations. As of the Commencement Date,
Tenant’s pro rata share of parking shall be equal to 2.5 parking spaces per 1,000 rentable square feet of the Premises. Landlord
may allocate parking spaces among Tenant and other tenants in the Project pro rata as described above if Landlord determines that
such parking facilities are becoming crowded.




 


11.
Utilities, Services.


 


(a)
General. Landlord shall provide, subject to the terms of this Section 11, water, electricity, heat, ventilation,
air conditioning, light, power, sewer, and other utilities (including gas and fire sprinklers to the extent the Project is plumbed
for such services), and, with respect to the Common Areas, refuse and trash collection and janitorial services (collectively, “Utilities”).
Landlord shall pay, as Operating Expenses or subject to Tenant’s reimbursement obligation, for all Utilities used on the
Premises, all maintenance charges for Utilities, and any storm sewer charges or other similar charges for Utilities imposed by
any Governmental Authority or Utility provider, and any taxes, penalties, surcharges or similar charges thereon. Landlord may cause,
at Tenant’s expense, any Utilities to be separately metered or charged directly to Tenant by the provider. Commencing on
the OPEX Commencement Date, Tenant shall pay directly to the Utility provider, prior to delinquency, any separately metered Utilities
and services which may be furnished to Tenant or the Premises during the Term. Commencing on the OPEX Commencement Date, Tenant
shall pay, as part of Operating Expenses, its share of all charges for jointly metered Utilities based upon consumption, as reasonably
determined by Landlord. No interruption or failure of Utilities, from any cause whatsoever other than Landlord’s gross negligence
or willful misconduct, shall result in eviction or constructive eviction of Tenant, termination of this Lease or, except as provided
in the immediately following paragraph, the abatement of Rent. Tenant agrees to limit use of water and sewer with respect to Common
Areas to normal restroom use. Tenant shall be responsible for obtaining and paying for its own janitorial services for the Premises.


 


Notwithstanding anything
to the contrary set forth herein, if (i) a stoppage of an Essential Service (as defined below) to the Premises shall occur and
such stoppage is due solely to the gross negligence or willful misconduct of Landlord and not due in any part to any act or omission
on the part of Tenant or any Tenant Party or any matter beyond Landlord’s reasonable control (any such stoppage of an Essential
Service being hereinafter referred to as a “Service Interruption”), and (ii) such Service Interruption continues
for more than 5 consecutive business days after Landlord shall have received written notice thereof from Tenant, and (iii) as a
result of such Service Interruption, the conduct of Tenant’s normal operations in the Premises are materially and adversely
affected, then there shall be an abatement of one day’s Base Rent for each day during which such Service Interruption continues
after such 5 business day period; provided, however, that if any part of the Premises is reasonably useable for Tenant’s
normal business operations or if Tenant conducts all or any part of its operations in any portion of the Premises notwithstanding
such Service Interruption, then the amount of each daily abatement of Base Rent shall only be proportionate to the nature and extent
of the interruption of Tenant’s normal operations or ability to use the Premises. The rights granted to Tenant under this
paragraph shall be Tenant’s sole and exclusive remedy resulting from a failure of Landlord to provide services, and Landlord
shall not otherwise be liable for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of
services. For purposes hereof, the term “Essential Services” shall mean the following services: HVAC service,
water, sewer and electricity, but in each case only to the extent that Landlord has an obligation to provide same to Tenant under
this Lease. The provisions of this paragraph shall only apply as long as the original Tenant is the tenant occupying the Premises
under this Lease and shall not apply to any assignee or sublessee.


 


     


    
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(b)
Emergency Generator. Landlord’s sole obligation for either providing emergency generators or providing emergency
back-up power to Tenant shall be: (i) to provide emergency generators with not less than the capacity of the emergency generators
located in the Building as of the Commencement Date, and (ii) to contract with a third party to maintain the emergency generators
as per the manufacturer’s standard maintenance guidelines. Landlord shall have no obligation to provide Tenant with operational
emergency generators or back-up power or to supervise, oversee or confirm that the third party maintaining the emergency generators
is maintaining the generators as per the manufacturer’s standard guidelines or otherwise. Landlord shall, upon written request
from Tenant, make available the maintenance contract(s) and maintenance records for the emergency generators for the 12 month period
immediately preceding Landlord’s receipt of Tenant’s written request. During any period of replacement, repair or maintenance
of the emergency generators when the emergency generators are not operational, including any delays thereto due to the inability
to obtain parts or replacement equipment, Landlord shall have no obligation to provide Tenant with an alternative back-up generator
or generators or alternative sources of back-up power. Tenant expressly acknowledges and agrees that Landlord does not guaranty
that such emergency generators will be operational at all times or that emergency power will be available to the Premises when
needed.




 


(c)
Loading Dock. Tenant may use the loading dock in common with others tenants of the Project entitled thereto.


 


12.
Alterations and Tenant’s Property. Any alterations, additions, or improvements made to the Premises by or on
behalf of Tenant, including additional locks or bolts of any kind or nature upon any doors or windows in the Premises, but excluding
installation, removal or realignment of furniture systems (other than removal of furniture systems owned or paid for by Landlord)
not involving any modifications to the structure or connections (other than by ordinary plugs or jacks) to Building Systems (as
defined in Section 13) (“Alterations”) shall be subject to Landlord’s prior written consent, which
may be given or withheld in Landlord’s reasonable discretion; provided, however, that such consent may be given or withheld
in Landlord’s sole and absolute discretion if the Alteration would affect the Building structure or Building Systems and
would, in Landlord’s reasonable determination, materially affect any other tenant of the Building. Tenant may construct nonstructural
Alterations in the Premises without Landlord’s prior approval if the aggregate cost of all such work in any 12 month period
does not exceed $100,000 (a “Notice-Only Alteration”), provided Tenant notifies Landlord in writing of such
intended Notice-Only Alteration, and such notice shall be accompanied by plans, specifications, work contracts and such other information
concerning the nature and cost of the Notice-Only Alteration as may be reasonably requested by Landlord, which notice and accompanying
materials shall be delivered to Landlord not less than 5 business days in advance of any proposed construction. If Landlord approves
any Alterations, Landlord may impose such conditions on Tenant in connection with the commencement, performance and completion
of such Alterations as Landlord may deem appropriate in Landlord’s reasonable discretion (except the payment to Landlord
of any review, coordination, scheduling or supervision fees other than the Alterations Fee described below) and shall provide in
reasonable detail the basis for Landlord’s disapproval of such proposed Alteration. Any request for approval shall be in
writing, delivered not less than 10 business days in advance of any proposed construction, and accompanied by plans, specifications,
bid proposals, work contracts and such other information concerning the nature and cost of the alterations as may be reasonably
requested by Landlord, including the identities and mailing addresses of all persons then known to be performing work or supplying
materials. Landlord shall use reasonable efforts to respond to Tenant’s written request for consent to any Alterations within
10 business days after Landlord’s receipt of such request along with all documentation required to be delivered hereunder.
If Landlord fails to respond within such 10 business day period, then Tenant shall provide Landlord with a second written notice
stating in bold and all caps 12 point font that Landlord’s failure to respond to Tenant’s Alteration request within
3 days after Landlord’s receipt of the second notice shall be deemed approval by Landlord, and if Landlord does not respond
within such 3 day period, then Landlord shall be deemed to have approved such Alteration request. Landlord’s right to review
plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to ensure
that such plans and specifications or construction comply with applicable Legal Requirements. Tenant shall cause, at its sole cost
and expense, all Alterations to comply with insurance requirements and with Legal Requirements and shall implement at its sole
cost and expense any alteration or modification required by Legal Requirements as a result of any Alterations. Tenant shall pay
to Landlord, as Additional Rent, within 30 days of demand an amount equal to 1% of all hard costs incurred by Tenant or its contractors
or agents in connection with any Alteration to cover Landlord’s overhead and expenses for plan review, coordination, scheduling
and supervision (“Alterations Fee”). Before Tenant begins any Alteration, Landlord may post on and about the
Premises notices of non-responsibility pursuant to applicable law. Tenant shall reimburse Landlord for, and indemnify and hold
Landlord harmless from, any expense incurred by Landlord by reason of faulty work done by Tenant or its contractors, delays caused
by such work, or inadequate cleanup.




 



     


    
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Notwithstanding anything
to the contrary contained herein, Tenant shall have the right to install, at Tenant’s sole cost and expense, one emergency
generator, and related screening of a design and type reasonably acceptable to Landlord (the “Dedicated Emergency Generator”)
in a portion of Project reasonably acceptable to Landlord (“Generator Area”). Commencing on the Commencement
Date, Tenant shall have all of the obligations under this Lease with respect to the Generator Area as though the Generator Area
were part of the Premises including, without limitation, the delivery of a Surrender Plan (as defined in Section 28) with
respect to the Generator Area pursuant to Section 28 except that Tenant shall not be required to pay Base Rent with respect
to the Generator Area. The number of parking spaces available to Tenant under this Lease may be reduced by the number of parking
spaces impacted by the Generator Area, if any. Tenant shall, if required by Landlord, or at Tenant’s election, remove the
Dedicated Emergency Generator at the expiration or earlier termination of this Lease. Tenant shall surrender the Generator Area
free of any debris and trash and free of any Hazardous Materials upon the expiration or earlier termination of the Term. Landlord
shall have no obligation to make any repairs or improvements to the Dedicated Emergency Generator or the Generator Area and Tenant
shall maintain the Dedicated Emergency Generator and the Generator Area, at Tenant’s sole cost and expense, in good repair
and condition during the Term.


 


Tenant shall pay for
the cost of all Alterations and complete all Alterations work free and clear of liens, and shall provide (and cause each contractor
or subcontractor to provide) certificates of insurance for workers’ compensation and other coverage in amounts and from an
insurance company reasonably satisfactory to Landlord protecting Landlord against liability for personal injury or property”
damage during construction. Upon completion of any Alterations, Tenant shall deliver to Landlord: (i) sworn statements setting
forth the names of all contractors and subcontractors who did the work and final lien waivers from all such contractors and subcontractors;
and (ii) “as built” plans for any such Alteration.




 


Except for Removable
Installations (as hereinafter defined) and Tenant’s Property (as hereinafter defined), all Installations (as hereinafter
defined) shall be and shall remain the property of Landlord during the Term and following the expiration or earlier termination
of the Term, shall not be removed by Tenant at any time during the Term, and shall remain upon and be surrendered with the Premises
as a part thereof. Notwithstanding the foregoing, Landlord shall, if requested by Tenant in writing at the time its approval of
any such Installation is requested or at the time it receives notice of a Notice-Only Alteration, notify Tenant that Landlord requires
that Tenant remove such Installation upon the expiration or earlier termination of the Term, in which event Tenant shall remove
such Installation in accordance with the immediately succeeding sentence. Upon the expiration or earlier termination of the Term,
Tenant shall remove (i) any Installations for which Landlord has given Tenant notice of removal in accordance with the immediately
preceding sentence, and (ii) all of Tenant’s Property (as hereinafter defined), and Tenant shall restore and repair any damage
caused by or occasioned as a result of such removal, including, without limitation, capping off all such connections behind the
walls of the Premises and repairing any holes. During any restoration period beyond the expiration or earlier termination of the
Term, Tenant shall pay Rent to Landlord as provided herein as if said space were otherwise occupied by Tenant. If Landlord is requested
by Tenant or any lender, lessor or other person or entity claiming an interest in any of Tenant’s Property to waive any lien
Landlord may have against any of Tenant’s Property, and Landlord consents to such waiver, then Landlord shall be entitled
to be paid as administrative rent a fee of $1,000 per occurrence for its time and effort in preparing and negotiating such a waiver
of lien. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to remove the Tenant Improvements
installed pursuant to the Work Letter at the expiration or earlier termination of the Term of this Lease, nor shall Tenant have
any right to remove any such Tenant Improvements at any time.


 


     


    
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For purposes of this
Lease, (x) “Removable Installations” means any items listed on Exhibit F attached hereto and any items
agreed by Landlord in writing to be included on Exhibit F in the future, (y) “Tenant’s Property”
means Removable Installations and, other than Installations, trade fixtures, machinery, any personal property or equipment of Tenant
that may be removed without material damage to the Premises, and (z) “Installations” means all property of any
kind paid for with the TI Fund, all Alterations, all fixtures, and all partitions, hardware, built-in machinery, built-in casework
and cabinets and other similar additions, equipment, property and improvements built into the Premises so as to become an integral
part of the Premises, including, without limitation, fume hoods which penetrate the roof or plenum area, built-in cold rooms, built-in
warm rooms, walk-in cold rooms, walk-in warm rooms, deionized water systems, glass washing equipment, autoclaves, chillers, built-in
plumbing, electrical and mechanical equipment and systems, and any power generator and transfer switch.


 


13.
Landlord’s Repairs. Landlord shall, at Landlord’s sole expense (and not as an Operating Expense), be
responsible for capital repairs and replacements of the roof (not including the roof membrane), exterior walls and foundation of
the Building (“Structural Items”) unless the need for such repairs or replacements results from damage caused
by Tenant or any Tenant Parties, in which case Tenant shall bear the full cost to repair or replace such Structural Items. Landlord
shall, as an Operating Expense, be responsible for the routine maintenance and repair of such Structural Items. Landlord, as an
Operating Expense, shall maintain, repair and replace the roof membrane and all of the exterior, parking and other Common Areas
of the Project, including HVAC, plumbing, fire sprinklers, elevators and all other building systems serving the Premises and other
portions of the Project (“Building Systems”), in good repair, reasonable wear and tear and uninsured losses
and damages caused by Tenant, or by any of Tenant’s agents, servants, employees, invitees and contractors (collectively,
“Tenant Parties”) excluded. Losses and damages caused by Tenant or any Tenant Party shall be repaired by Landlord,
to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems
services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which
are, in the judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have
been completed. Landlord shall use reasonable efforts to coordinate with Tenant to minimize interference with Tenant’s operations
in the Premises during such planned stoppages of Building Systems. Landlord shall have no responsibility or liability for failure
to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except
in case of emergency, make a commercially reasonable effort to give Tenant 24 hours advance notice of any planned stoppage of Building
Systems services for routine maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice
of any repair required by Landlord pursuant to this Section, after which Landlord shall make a commercially reasonable effort to
effect such repair. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such
failure shall persist for an unreasonable time after Tenant’s written notice of the need for such repairs or maintenance.
Tenant waives its rights under any state or local law to terminate this Lease or, except for the self-help rights provided for
in Section 31 below, to make such repairs at Landlord’s expense and agrees that the parties’ respective rights
with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism,
war, or similar cause of damage or destruction shall be controlled by Section 18. Landlord shall maintain the Project in
a manner consistent with the standards of comparable projects owned by ARE-NC Region No. 5, LLC, or any affiliates of ARE-NC Region
No. 5, LLC (or if ARE-NC Region No. 5, LLC no longer exists, affiliates of Alexandria Real Estate Equities, L.P.) in the Raleigh-Durham
area.




 






     


    
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Tenant shall have the
self-help rights provided for in Section 31.


 


Any Building Systems
exclusively serving the Premises (the “Exclusive Building Systems”) as of the date of this Lease shall in no
event be made available for the use of other tenants of the Building during the Term. Notwithstanding anything to the contrary
contained in this Lease, Tenant shall have the right upon 30 days written notice to Landlord, to undertake, at Tenant’s sole
cost and expense, all of Landlord’s maintenance obligations with respect to the Exclusive Building Systems in the condition
which they are required to be maintained by Landlord under this Lease. The maintenance obligation described in the preceding sentence
shall include, without limitation, an obligation on the part of Tenant to repair, replace and maintain the Exclusive Building Systems
in normal condition and working order and in a first class manner consistent with other Class A office projects in Raleigh/Durham
area. Tenant’s maintenance obligation shall also include the procurement and maintenance of contracts, in form and substance
reasonably satisfactory to Landlord, with copies to Landlord upon Landlord’s written request, for and with contractors reasonable
acceptable to Landlord specializing and experienced in the maintenance and repair that Tenant is responsible for under this Lease.
During any period where Tenant is maintaining the Exclusive Building Systems as provided for in this paragraph, Landlord shall,
notwithstanding anything to the contrary contained in this Lease, have no obligation to perform any maintenance, repairs or replacements
under this Lease with respect to the Exclusive Building Systems (other than as required under Section 18 or Section 19
with respect to a casualty or condemnation). Tenant’s maintenance obligations under this paragraph shall not include the
right on the part of Tenant to make any structural and/or capital repairs or improvements to the Project without Landlord’s
prior written consent. Tenant shall not take or omit to take any action, the taking or omission of which shall cause waste, damage
or injury to the Project. If Tenant fails to maintain any portion of the Exclusive Building Systems in a manner reasonably acceptable
to Landlord within the requirements of this Lease, Landlord shall have the right, but not the obligation, to provide Tenant with
written notice thereof and to assume maintenance of all or any portion of the Exclusive Building Systems if Tenant does not cure
Tenant’s failure within 10 business days after receipt of such notice.




 


14.
Tenant’s Repairs. Subject to Section 13 hereof, Tenant, at its expense, shall repair, replace and maintain
in good condition (reasonable wear and tear, and casualty and condemnation excepted), all portions of the Premises located within
and including the interior side of the demising walls of the Premises, including, without limitation, entries, doors, ceilings,
interior windows and interior walls. Such repair and replacement may include capital expenditures and repairs whose benefit may
extend beyond the Term. Should Tenant fail to make any such repair or replacement or fail to maintain the Premises, Landlord shall
give Tenant notice of such failure. If Tenant fails to commence cure of such failure within 10 days of Landlord’s notice,
and thereafter diligently prosecute such cure to completion, Landlord may perform such work and shall be reimbursed by Tenant within
10 days after demand therefor; provided, however, that if such failure by Tenant creates or could create an emergency, Landlord
may immediately commence cure of such failure and shall thereafter be entitled to recover the costs of such cure from Tenant. Subject
to Sections 17 and 18, Tenant shall bear the full uninsured cost of any repair or replacement to any part of the
Project that results from damage caused by Tenant or any Tenant Party and any repair that benefits only the Premises.


 


15.
Mechanic’s Liens. Tenant shall discharge, by bond or otherwise, any mechanic’s lien filed against the
Premises or against the Project for work claimed to have been done for, or materials claimed to have been furnished to, Tenant
within 10 business days after Tenant receives written notice of the filing thereof, at Tenant’s sole cost and shall otherwise
keep the Premises and the Project free from any liens arising out of work, performed, materials furnished or obligations incurred
by Tenant. Should Tenant fail to discharge any lien described herein, Landlord shall have the right, but not the obligation, to
pay such claim or post a bond or otherwise provide security to eliminate the lien as a claim against title to the Project and the
cost thereof shall be immediately due from Tenant as Additional Rent. If Tenant shall lease or finance the acquisition of office
equipment, furnishings, or other personal property of a removable nature utilized by Tenant in the operation of Tenant’s
business, Tenant warrants that any Uniform Commercial Code Financing Statement filed as a matter of public record by any lessor
or creditor of Tenant will upon its face or by exhibit thereto indicate that such Financing Statement is applicable only to removable
personal property of Tenant located within the Premises. In no event shall the address of the Project be furnished on the statement
without qualifying language as to applicability of the lien only to removable personal property, located in an identified suite
held by Tenant.


 


     


    
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16.
Indemnification. Tenant hereby indemnifies and agrees to defend, save and hold Landlord harmless from and against
any and all Claims for injury or death to persons or damage to property occurring within or about the Premises, arising directly
or indirectly out of use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations
hereunder, except to the extent caused by the willful misconduct or negligence of Landlord. Landlord shall not be liable to Tenant
for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept within the
Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relating to any such
damage or destruction of personal property (including, without limitation, any loss of records). Landlord shall not be liable for
any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party.




 


17.
Insurance. Landlord shall maintain all risk property and, if applicable, sprinkler damage insurance covering the
full replacement cost of the Project (including the Tenant Improvements). Landlord shall further procure and maintain commercial
general liability insurance with a single loss limit of not less than $2,000,000 for bodily injury and property damage with respect
to the Project. Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it may deem necessary,
including, but not limited to, flood, environmental hazard and earthquake, loss or failure of building equipment, errors and omissions,
rental loss during the period of repair or rebuilding, workers’ compensation insurance and fidelity bonds for employees employed
to perform services and insurance for any improvements installed by Tenant or which are in addition to the standard improvements
customarily furnished by Landlord without regard to whether or not such are made a part of the Project. All such insurance shall
be included as part of the Operating Expenses. The Project may be included in a blanket policy (in which case the cost of such
insurance allocable to the Project will be determined by Landlord based upon the insurer’s cost calculations). Tenant shall
also reimburse Landlord for any increased premiums or additional insurance which Landlord reasonably deems necessary as a result
of Tenant’s use of the Premises.


 


Tenant, at its sole
cost and expense, shall maintain during the Term: all risk property insurance with business interruption and extra expense coverage,
covering the full replacement cost of all property and improvements (other than the Tenant Improvements) installed or placed in
the Premises by Tenant at Tenant’s expense; workers’ compensation insurance with no less than the minimum limits required
by law; employer’s liability insurance with such limits as required by law; and commercial general liability insurance, with
a minimum limit of not less than $3,000,000 per occurrence for bodily injury and property damage with respect to the Premises.
The commercial general liability insurance policy shall name Alexandria Real Estate Equities, Inc., and Landlord, its officers,
directors, employees, managers, agents, invitees and contractors (collectively, “Landlord Parties”), as additional
insureds; insure on an occurrence and not a claims-made basis; be issued by insurance companies which have a rating of not less
than policyholder rating of A and financial category rating of at least Class X in “Best’s Insurance Guide”;
not contain a hostile fire exclusion; contain a contractual liability endorsement; and provide primary coverage to Landlord (any
policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant’s policies). Tenant
shall (i) provide Landlord with 30 days advance written notice of cancellation of such commercial general liability policy, and
(ii) request Tenant’s insurer to endeavor to provide 30 days advance written notice to Landlord of cancellation of such commercial
general liability policy (or 10 days in the event of a cancellation due to non-payment of premium). Copies of such policies (if
requested by Landlord), or certificates of insurance showing the limits of coverage required hereunder and showing Landlord as
an additional insured, along with reasonable evidence of the payment of premiums for the applicable period, shall be delivered
to Landlord by Tenant prior to (i) the earlier to occur of (x) the Commencement Date, or (y) the date that Tenant accesses the
Premises under this Lease, and (ii) each renewal of said insurance. Tenant’s policy may be a “blanket policy”
with an aggregate per location endorsement which specifically provides that the amount of insurance shall not be prejudiced by
other losses covered by the policy. Tenant shall, at least 5 days prior to the expiration of such policies, furnish Landlord with
renewal certificates.




 



     


    
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In each instance where
insurance is to name Landlord as an additional insured, Tenant shall upon written request of Landlord also designate and furnish
certificates so evidencing Landlord as additional insured to: (i) any lender of Landlord holding a security interest in the Project
or any portion thereof, (ii) the landlord under any lease wherein Landlord is tenant of the real property on which the Project
is located, if the interest of Landlord is or shall become that of a tenant under a ground or other underlying lease rather than
that of a fee owner, and/or (iii) any management company retained by Landlord to manage the Project.


 


The property insurance
obtained by Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based upon an assignment from
its insured, against Landlord or Tenant, and their respective officers, directors, employees, managers, agents, invitees and contractors
(“Related Parties”), in connection with any loss or damage thereby insured against. Neither party nor its respective
Related Parties shall be liable to the other for loss or damage caused by any risk insured against under property insurance required
to be maintained hereunder, and each party waives any claims against the other party, and its respective Related Parties, for such
loss or damage. The failure of a party to insure its property shall not void this waiver. Landlord and its respective Related Parties
shall not be liable for, and Tenant hereby waives all claims against such parties for, business interruption and losses occasioned
thereby sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Premises
or the Project from any cause whatsoever. If the foregoing waivers shall contravene any law with respect to exculpatory agreements,
the liability of Landlord or Tenant shall be deemed not released but shall be secondary to the other’s insurer.


 


Landlord may require
insurance policy limits to be raised to conform with requirements of Landlord’s lender and/or to bring coverage limits to
levels then being generally required of new tenants within the Project.


 


18.
Restoration. If, at any time during the Term, the Project or the Premises are damaged or destroyed by a fire or other
insured casualty, Landlord shall notify Tenant within 60 days after discovery of such damage as to the amount of time Landlord’s
third party consultant reasonably estimates it will take to restore the Project or the Premises, as applicable (the “Restoration
Period”). If the Restoration Period is estimated to exceed 12 months (the “Maximum Restoration Period”),
Landlord may, in such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such
damage or destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect
to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a notice from Landlord estimating
a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to
terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as
a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and
paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed
to obtain any license, clearance or other authorization of any kind required to be obtained by Tenant in order for Landlord to
enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment,
generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about
the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however,
that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or,
if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and
restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration
Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation
to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery
of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain
any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant.



 






     


    
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Tenant, at its expense,
shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in
Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord
and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing,
either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last
year of the Term and Landlord reasonably estimates that it will take more than 3 months to repair such damage; provided, however,
that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated
Restoration Period. Notwithstanding anything to the contrary contained herein, Landlord shall also have the right to terminate
this Lease if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous
Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises,
if any, which is not usable by Tenant bears to the total area of the Premises. In the event that no Hazardous Material Clearances
are required to be obtained by Tenant with respect to the Premises, rent abatement shall commence on the date of discovery of the
damage or destruction. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18, Tenant
waives any right to terminate this Lease by reason of damage or casualty loss.


 


The provisions of this
Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all
damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation
which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part
of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth
their entire understanding and agreement with respect to such matters.


 


19.
Condemnation. If the whole or any material part of the Premises or the Project is 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 (a
“Taking” or “Taken”), and the Taking would in Landlord’s good faith reasonable judgment,
materially interfere with or impair Landlord’s ownership or operation of the Project or would in the good faith reasonable
judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if
the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve
the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon
written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as of said date. If
part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises
and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking
and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating
Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable
under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking
without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall
have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning
authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and
damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all
rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises
or the Project.



 

20.
Events of Default. Each of the following events shall be a default (“Default”) by Tenant under
this Lease:

 


(a)
Payment Defaults. Tenant shall fail to pay any installment of Rent or any other payment hereunder when due; provided,
however, that Landlord will give Tenant notice and an opportunity to cure any failure to pay Rent within 5 days of any such notice
not more than twice in any 12 month period and Tenant agrees that such notice shall be in lieu of and not in addition to, or shall
be deemed to be, any notice required by law.


 


     


    
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(b)
Insurance. Any insurance required to be maintained by Tenant pursuant to this Lease shall be canceled or terminated
or shall expire or shall be reduced or materially changed, or Landlord shall receive a notice of nonrenewal of any such insurance
and Tenant shall fail to obtain replacement insurance before the expiration of the current coverage.


 


(c)
Abandonment. Tenant shall abandon the Premises. Tenant shall not be deemed to have abandoned the Premises if (i)
Tenant provides Landlord with reasonable advance notice prior to vacating and, at the time of vacating the Premises, Tenant completes
Tenant’s obligations with respect to the Surrender Plan in compliance with Section 28, (ii) Tenant has made reasonable
arrangements with Landlord for the security of the Premises for the balance of the Term, and (iii) Tenant continues during the
balance of the Term to satisfy all of its other obligations under the Lease as they come due.


 


(d)
Improper Transfer. Tenant shall assign, sublease or otherwise transfer or attempt to transfer all or any portion
of Tenant’s interest in this Lease or the Premises except as expressly permitted herein, or Tenant’s interest in this
Lease shall be attached, executed upon, or otherwise judicially seized and such action is not released within 90 days of the action.


 


(e)
Liens. Tenant shall fail to discharge or otherwise obtain the release of any lien placed upon the Premises in violation
of this Lease within 10 business days after Tenant receives written notice of the filing of any such lien is filed against the
Premises.


 


(f)
Insolvency Events. Tenant or any guarantor or surety of Tenant’s obligations hereunder shall: (A) make a general
assignment for the benefit of creditors; (B) commence any case, proceeding or other action seeking to have an order for relief
entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar
official for it or for all or of any substantial part of its property (collectively a “Proceeding for Relief”);
(C) become the subject of any Proceeding for Relief which is not dismissed within 90 days of its filing or entry; or (D) die or
suffer a legal disability (if Tenant, guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its
legal existence (if Tenant, guarantor or surety is a corporation, partnership or other entity).


 


(g)
Estoppel Certificate or Subordination Agreement. Tenant fails to execute any document required from Tenant under
Sections 23 or 27 within 5 days after a second notice requesting such document.


 


(h)
Other Defaults. Tenant shall fail to comply with any provision of this Lease other than those specifically referred
to in this Section 20, and, except as otherwise expressly provided herein, such failure shall continue for a period of 30
days after written notice thereof from Landlord to Tenant.


 


Any notice given under Section 20(h) hereof shall: (i)
specify the alleged default, (ii) demand that Tenant cure such default, (iii) be in lieu of, and not in addition to, or shall be
deemed to be, any notice required under any provision of applicable law, and (iv) not be deemed a forfeiture or a termination of
this Lease unless Landlord elects otherwise in such notice; provided that if the nature of Tenant’s default pursuant
to Section 20(h) is such that it cannot be cured by the payment of money and reasonably requires more than 30 days to cure,
then Tenant shall not be deemed to be in default if Tenant commences such cure within said 30 day period and thereafter diligently
prosecutes the same to completion; provided, however, that such cure shall be completed no later than 60 days from the date
of Landlord’s notice.


 


     


    
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21.
Landlord’s Remedies.


 


(a)
Payment By Landlord; Interest. Upon a Default by Tenant hereunder, Landlord may, without waiving or releasing any
obligation of Tenant hereunder, make such payment or perform such act. All sums so paid or incurred by Landlord, together with
interest thereon, from the date such sums were paid or incurred, at the annual rate equal to 12% per annum or the highest rate
permitted by law (the “Default Rate”), whichever is less, shall be payable to Landlord on demand as Additional
Rent. Nothing herein shall be construed to create or impose a duty on Landlord to mitigate any damages resulting from Tenant’s
Default hereunder.


 


(b)
Late Payment Rent. Late payment by Tenant to Landlord of Rent and other sums due will cause Landlord to incur costs
not contemplated by this Lease, the exact amount of which will be extremely difficult and impracticable to ascertain. Such costs
include, but are not limited to, processing and accounting charges and late charges which may be imposed on Landlord under any
Mortgage covering the Premises. Therefore, if any installment of Rent due from Tenant is not received by Landlord within 5 days
after the date such payment is due, Tenant shall pay to Landlord an additional sum equal to 6% of the overdue Rent as a late charge.
Notwithstanding the foregoing, before assessing a late charge the first 2 times in any calendar year, Landlord shall provide Tenant
written notice of the delinquency and will waive the right if Tenant pays such delinquency within 5 days thereafter. The parties
agree that this late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment
by Tenant. In addition to the late charge, Rent not paid when due shall bear interest at the Default Rate from the 5th day after
the date due until paid.


 


(c)
Remedies. Upon the occurrence of a Default, Landlord, at its option, without further notice or demand to Tenant,
shall have in addition to all other rights and remedies provided in this Lease, at law or in equity, the option to pursue any one
or more of the following remedies, each and all of which shall be cumulative and nonexclusive, without any notice or demand whatsoever.


  


(i)
Terminate this Lease, or at Landlord’s option, Tenant’s right to possession only, in which event Tenant shall
immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy
which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant
and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or
damages therefor in compliance with applicable laws;


 


(ii)
Upon any termination of this Lease, whether pursuant to the foregoing Section 21(c)(i) or otherwise, Landlord may
recover from Tenant the following:


 


(A)
The amount of any unpaid rent which has been earned at the time of such termination; plus


 


(B)
The amount of the unpaid rent for the balance of the Term less the amount of such rental loss which Tenant proves could
have been reasonably avoided; plus


 


(C)
Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to
perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, specifically
including, but not limited to, brokerage commissions and advertising expenses incurred, expenses of remodeling the Premises or
any portion thereof for a new tenant, whether for the same or a different use, and any special concessions made to obtain a new
tenant; and


 


(D)
At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time
to time by applicable law.


 


     


    
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The term “rent” as used in this Section
21 shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms of this Lease,
whether to Landlord or to others. As used in Section 21(c)(ii)(A) above, the “amount” shall be computed by allowing
interest at the Default Rate.


 


(iii)
Landlord may continue this Lease in effect after Tenant’s Default and recover rent as it becomes due (Landlord and
Tenant hereby agreeing that Tenant has the right to sublet or assign hereunder, subject only to reasonable limitations). Accordingly,
if Landlord does not elect to terminate this Lease following a Default by Tenant, Landlord may, from time to time, without terminating
this Lease, enforce all of its rights and remedies hereunder, including the right to recover all Rent as it becomes due.


 


(iv)
Whether or not Landlord elects to terminate this Lease following a Default by Tenant, Landlord shall have the right to terminate
any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting
the Premises or may, in Landlord’s sole discretion, succeed to Tenant’s interest in such subleases, licenses, concessions
or arrangements. Upon Landlord’s election to succeed to Tenant’s interest in any such subleases, licenses, concessions
or arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest in the
rent or other consideration receivable thereunder.


 


(v)
Independent of the exercise of any other remedy of Landlord hereunder or under applicable law, Landlord may conduct an environmental
test of the Premises as generally described in Section 30(d) hereof, at Tenant’s expense.


 


(d)
Effect of Exercise. Exercise by Landlord of any remedies hereunder or otherwise available shall not be deemed to
be an acceptance of surrender of the Premises and/or a termination of this Lease by Landlord, it being understood that such surrender
and/or termination can be effected only by the express written agreement of Landlord and Tenant. Any law, usage, or custom to the
contrary notwithstanding, Landlord shall have the right at all times to enforce the provisions of this Lease in strict accordance
with the terms hereof; and the failure of Landlord at any time to enforce its rights under this Lease strictly in accordance with
same shall not be construed as having created a custom in any way or manner contrary to the specific terms, provisions, and covenants
of this Lease or as having modified the same and shall not be deemed a waiver of Landlord’s right to enforce one or more
of its rights in connection with any subsequent default. A receipt by Landlord of Rent or other payment with knowledge of the breach
of any covenant hereof shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision of this Lease shall
be deemed to have been made unless expressed in writing and signed by Landlord. Any reletting of the Premises or any portion thereof
shall be on such terms and conditions as Landlord in its sole discretion may determine. Landlord shall not be liable for, nor shall
Tenant’s obligations hereunder be diminished because of, Landlord’s failure to relet the Premises or collect rent due
in respect of such reletting or otherwise to mitigate any damages arising by reason of Tenant’s Default. Notwithstanding
any contrary provision of this Lease, Tenant shall not be liable to Landlord for any indirect, special or consequential damages,
arising from a default by Tenant under this Lease; provided that this sentence shall not apply to Landlord’s damages (x)
as expressly provided for in Section 8 and/or (y) in connection with Tenant’s obligations as more fully set forth in Section
30. In no event shall the foregoing limit the damages to which Landlord is entitled under this Section 21 including,
without limitation, the liquidated damages provided for in Section 21(c)(ii).


 


22.
Assignment and Subletting.


 


(a)
General Prohibition. Without Landlord’s prior written consent subject to and on the conditions described in
this Section 22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease
the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license
within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership
or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange
or in the over-the-counter market, a transfer or series of transfers whereby 50.1% or more of the issued and outstanding shares
or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of
individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease
to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability
company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided
in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors
(including venture capital funding and corporate partners) or undergo a public offering which results in a change in control of
Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided
that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing, and
(ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant
at the commencement of the Term.


 






     


    
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(b)
Permitted Transfers. If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the
Premises other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days, but not more than 45
business days, before the date Tenant desires the assignment or sublease to be effective (the “Assignment Date”),
Tenant shall give Landlord a notice (the “Assignment Notice”) containing such information about the proposed
assignee or sublessee, including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled,
treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the
proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy
of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary
or appropriate to its consideration whether to grant its consent. Landlord shall either, by giving written notice to Tenant within
15 business days after receipt of the Assignment Notice: (i) grant such consent (provided that Landlord shall further have the
right to review and approve or disapprove the proposed form of sublease prior to the effective date of any such subletting), or
(ii) refuse such consent, in its reasonable discretion (an “Assignment Termination”). Among other reasons,
it shall be reasonable for Landlord to withhold its consent in any of these instances: (1) the proposed assignee or subtenant
is a governmental agency; (2) in Landlord’s reasonable judgment, the use of the Premises by the proposed assignee or subtenant
would entail any alterations that would materially lessen the value of the leasehold improvements in the Premises, or would require
materially increased services by Landlord; (3) in Landlord’s reasonable judgment, the proposed assignee or subtenant is
engaged in areas of scientific research or other business concerns that are controversial; (4) in Landlord’s reasonable
judgment, the proposed assignee or subtenant lacks the creditworthiness to support the financial obligations it will incur under
the proposed assignment or sublease; (5) in Landlord’s reasonable judgment, the character, reputation, or business of the
proposed assignee or subtenant is inconsistent with the desired tenant-mix or the quality of other tenancies in the Project or
is inconsistent with the type and quality of the nature of the Building; (6) Landlord has experienced previous defaults by or
is in litigation with the proposed assignee or subtenant; (7) the use of the Premises by the proposed assignee or subtenant will
violate any applicable Legal Requirement; (8) the proposed assignee or subtenant, or any entity that, directly or indirectly,
controls, is controlled by, or is under common control with the proposed assignee or subtenant, is then an occupant of the Project;
(9) the proposed assignee or subtenant is an entity with whom Landlord is then-actively negotiating to lease space in the Project;
or (10) the assignment or sublease is prohibited by Landlord’s lender. If Landlord fails to respond within such 15 business
day period, then Tenant shall provide Landlord with a second written notice stating in bold and all caps 12 point font that Landlord’s
failure to respond to Tenant’s Assignment Notice within 7 business days after Landlord’s receipt of the second notice
shall be deemed approval by Landlord, and if Landlord does not respond within such 7 business day period, then Landlord shall
be deemed to have approved such Assignment Notice request. Tenant shall pay to Landlord a fee equal to One Thousand Five Hundred
Dollars ($1,500) in connection with its consideration of any Assignment Notice and/or its preparation or review of any consent
documents. Notwithstanding the foregoing, Landlord’s consent to an assignment of this Lease or a subletting of any portion
of the Premises to any entity controlling, controlled by or under common control with Tenant (a “Control Permitted Assignment”)
shall not be required, provided that Tenant and any sublessee or assignee subject to a Control Permitted Assignment shall execute
a consent to sublease or assignment, as applicable, on Landlord’s standard form. In addition, Tenant shall have the right
to assign this Lease, upon 30 days prior written notice to Landlord (provided that if the transaction is subject to confidentiality
requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement
reasonably acceptable to Landlord and Tenant) but without obtaining Landlord’s prior written consent, to a corporation or
other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the
purchase of all or substantially all of the assets or the ownership interests of Tenant provided that (i) such merger or consolidation,
or such acquisition or assumption, as the case may be, is for a good business purpose and not principally for the purpose of transferring
this Lease, and (ii) the net worth (as determined in accordance with generally accepted accounting principles (“GAAP”))
of the assignee is not less than the greater of the net worth (as determined in accordance with GAAP) of Tenant as of (A) the
Commencement Date, or (B) as of the date of Tenant’s most current quarterly or annual financial statements, and (iii) such
assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease (a “Corporate Permitted
Assignment”). Control Permitted Assignments and Corporate Permitted Assignments are hereinafter referred to as “Permitted
Assignments.”


 


     


    
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(c)
Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent
is required, Landlord may require:


 


(i)
that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such
party notice that a Default on the part of Tenant has occurred under this Lease, such party shall thereafter make all payments
otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such
payment against those due under this Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns
should this Lease be terminated for any reason; provided, however, in no event shall Landlord or its successors or
assigns be obligated to accept such attornment; and


 


(ii)
A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed
assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with
copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials
by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including,
without limitation: permits; approvals; reports and correspondence; storage and management plans; plans relating to the installation
of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after
Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion);
and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any
storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee
or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary
nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities.


 


(d)
No Release of Tenant, Sharing of Excess Rents. Notwithstanding any assignment or subletting, Tenant shall at all
times remain fully and primarily responsible and liable for the payment of Rent and for compliance with all of Tenant’s other
obligations under this Lease. Other than in connection with any Permitted Assignment, if the Rent due and payable by a sublessee
or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor
or incident thereto in any form) exceeds the, sum of the rental payable under this Lease, (excluding however, any Rent payable
under this Section) and actual and reasonable brokerage fees, legal costs, design or construction fees and any free rent directly
related to and required pursuant to the terms of any such sublease or assignment) (“Excess Rent”), then Tenant
shall be bound and obligated to pay Landlord as Additional Rent hereunder 50% of such Excess Rent within 10 days following receipt
thereof by Tenant. If Tenant shall sublet the Premises or any part thereof, Tenant hereby immediately and irrevocably assigns to
Landlord, as security for Tenant’s obligations under this Lease, all rent from any such subletting, and Landlord as assignee
and as attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and
apply it toward Tenant’s obligations under this Lease; except that, until the occurrence of a Default, Tenant shall have
the right to collect such rent.


 


     


    
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(e)
No Waiver. The consent by Landlord to an assignment or subletting shall not relieve Tenant or any assignees of this
Lease or any sublessees of the Premises from obtaining the consent of Landlord to any further assignment or subletting nor shall
it release Tenant or any assignee or sublessee of Tenant from full and primary liability under this Lease. The acceptance of Rent
hereunder, or the acceptance of performance of any other term, covenant, or condition thereof, from any other person or entity
shall not be deemed to be a waiver of any of the provisions of this Lease or a consent to any subletting, assignment or other transfer
of the Premises.


 


(f)
Prior Conduct of Proposed Transferee. Notwithstanding any other provision of this Section 22 if (i) the proposed
assignee or sublessee of Tenant has been required by any prior landlord, lender or Governmental Authority to take remedial action
in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action
or use of the property in question and such party has failed to do so as required, (ii) the proposed assignee or sublessee is subject
to an enforcement order issued by any Governmental Authority which has not been complied with in connection with the use, storage,
handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to
the failure to make a required reporting to any Governmental Authority), or (iii) because of the existence of a pre-existing environmental
condition in the vicinity of or underlying the Project, the risk that Landlord would be targeted as a responsible party in connection
with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed
use of Hazardous Materials by such proposed assignee or sublessee, Landlord shall have the absolute right to refuse to consent
to any assignment or subletting to any such party.


 


23.
Estoppel Certificate. Tenant shall, within 10 business days of written notice from Landlord, execute, acknowledge
and deliver a statement in writing in any form reasonably requested by a proposed lender or purchaser, (i) certifying that this
Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that
this Lease as so modified is in full force and effect) and the dates to which the rental and other charges are paid in advance,
if any, (ii) to the then-current actual knowledge of Tenant, acknowledging that there are not any uncured defaults on the part
of Landlord hereunder, or specifying such defaults if any are claimed, and (iii) setting forth such further factual information
with respect to the status of this Lease or the Premises as may be reasonably requested thereon. Any such statement may be relied
upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part.
Tenant’s failure to deliver such statement within 5 days after Landlord’s delivery to Tenant of a second request for
such statement, at the option of Landlord, constitute a Default under this Lease, and, in any event, shall be conclusive upon Tenant
that this Lease is in full force and effect and without modification except as may be represented by Landlord in any certificate
prepared by Landlord and delivered to Tenant for execution.


 


24.
Quiet Enjoyment. So long as Tenant is not in Default under this Lease, Tenant shall, subject to the terms of this
Lease, at all times during the Term, have peaceful and quiet enjoyment of the Premises against any person claiming by, through
or under Landlord.


 


25.
Prorations. All prorations required or permitted to be made hereunder shall be made on the basis of a 360 day year
and 30 day months.


 


26.
Rules and Regulations. Tenant shall, at all times during the Term and any extension thereof, comply with all reasonable
rules and regulations at any time or from time to time established by Landlord covering use of the Premises and the Project. The
current rules and regulations are attached hereto as Exhibit E. If there is any conflict between said rules and regulations
and other provisions of this Lease, the terms and provisions of this Lease shall control. Landlord shall not have any liability
or obligation for the breach of any rules or regulations by other tenants in the Project and shall not enforce such rules and regulations
in a discriminatory manner.


 


     


    
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27.
Subordination. This Lease and Tenant’s interest and rights hereunder are hereby made and shall be subject and subordinate
at all times to the lien of any Mortgage now existing or hereafter created on or against the Project or the Premises, and all
amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the
necessity of any further instrument or act on the part of Tenant; provided, however, that so long as there is no
Default hereunder, Tenant’s right to use, occupy and possess of the Premises shall not be disturbed by the Holder of any
such Mortgage. Tenant agrees, at the election of the Holder of any such Mortgage, to attorn to any such Holder. Notwithstanding
the foregoing, Tenant’s agreement to subordinate this Lease to any future deed of trust or mortgage pursuant to this Section
27 is conditioned upon Landlord delivering to Tenant from the Holder of any such mortgage or deed of trust a commercially
reasonable form of non-disturbance and attornment agreement (“SNDA”) that does not materially reduce or modify
any of Tenant’s rights under this Lease (including Sections 31, 38, 39 and 40) and
pursuant to which such Holder agrees that Tenant’s rights to possession of the Premises pursuant to the terms and conditions
of this Lease shall not be disturbed by such Holder and that such Holder shall recognize and abide by Tenant’s rights under
this Lease (including Sections, 31, 38, 39 and 40), in each case, so long as there is no Default
under this Lease (and Tenant shall not unreasonably withhold, condition or delay its approval and/or execution of the same so
long as the foregoing provisions are set forth in such SNDA and the same does not require Tenant to forego, waive, materially
reduce or materially modify any of Tenant’s rights under this Lease or materially increase Tenant’s obligations under
this Lease). Subject to the immediately preceding sentence, Tenant agrees upon demand to execute, acknowledge and deliver such
instruments, confirming such subordination, and such instruments of attornment as shall be requested by any such Holder, provided
any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as
set forth in Section 24 hereof. In no event shall the Holder or any affiliate or successor of the Holder be liable for
any defaults by Landlord prior to the date that such entity acquired title to the Project. Notwithstanding the foregoing, any
such Holder may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant,
and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution, delivery
or recording and in that event such Holder shall have the same rights with respect to this Lease as though this Lease had been
executed prior to the execution, delivery and recording of such Mortgage and had been assigned to such Holder. The term “Mortgage”
whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any
reference to the “Holder” of a Mortgage shall be deemed to include the beneficiary under a deed of trust.


 


As of the date of this
Lease, there is no existing Mortgage encumbering the Project. With respect to future Mortgage Holders, upon written request from
Tenant, Landlord shall use reasonable efforts to cause the Holder of any future Mortgage to enter into a commercially reasonably
form of SNDA that does not materially reduce or modify any of Tenant’s rights under this Lease (including Sections 31,
38, 39 and 40) and otherwise satisfies the requirements of the third sentence above so long as there is no
Default under this Lease with Tenant with respect to this Lease. Tenant shall pay the Holder’s fees and costs in connection
with obtaining such SNDA. Landlord’s failure to cause the holder to enter into the SNDA with Tenant (or make any of the changes
requested by Tenant) shall not be a default by Landlord under this Lease.


 


28.
Surrender. Upon the expiration of the Term or earlier termination of Tenant’s right of possession, Tenant shall
surrender the Premises to Landlord in the same condition as received, subject to any Alterations or Installations permitted by
Landlord to remain in the Premises, free of Hazardous Materials brought upon, kept, used, stored,, handled, treated, generated
in, or released or disposed of from, the Premises by any person other than a Landlord Party (collectively, “Tenant HazMat
Operations”) and released of all Hazardous Materials Clearances, broom clean, ordinary wear and tear and casualty loss
and condemnation covered by Sections 18 and 19 excepted. At least 3 months prior to the surrender of the Premises,
Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any Governmental Authority) to
be taken by Tenant in order to surrender the Premises (including any Installations permitted by Landlord to remain in the Premises)
at the expiration or earlier termination of the Term, free from any residual impact from the Tenant HazMat Operations and otherwise
released for unrestricted use and occupancy (the “Surrender Plan”). Such Surrender Plan shall be accompanied
by a current listing of (i) all Hazardous Materials licenses and permits held by or on behalf of any Tenant Party with respect
to the Premises, and (ii) all Hazardous Materials used, stored, handled, treated, generated, released or disposed of from the Premises,
and shall be subject to the review and reasonable approval of Landlord’s environmental consultant. Landlord shall use reasonable
efforts to cause Landlord’s environmental consultant to respond to Tenant’s Surrender Plan within a reasonable period
after Tenant’s delivery of such Surrender Plan. In connection with the review and approval of the Surrender Plan, upon the
request of Landlord, Tenant shall deliver to Landlord or its consultant such additional non-proprietary information concerning
Tenant HazMat Operations as Landlord shall reasonably request. On or before such surrender, Tenant shall deliver to Landlord evidence
that the approved Surrender Plan shall have been satisfactorily completed and Landlord shall have the right, subject to reimbursement
at Tenant’s expense as set forth below, to cause Landlord’s environmental consultant to inspect the Premises and perform
such additional procedures as may be deemed reasonably necessary to confirm that the Premises are, as of the effective date of
such surrender or early termination of this Lease, free from any residual impact from Tenant HazMat Operations. Tenant shall reimburse
Landlord, as Additional Rent, for the actual out-of pocket expense incurred by Landlord for Landlord’s environmental consultant
to review and approve the Surrender Plan and to visit the Premises and verify satisfactory completion of the same, which cost shall
not exceed $2,500. Landlord shall have the unrestricted right to deliver such Surrender Plan and any report by Landlord’s
environmental consultant with respect to the surrender of the Premises to third parties.


 


     


    
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If Tenant shall fail
to prepare or submit a Surrender Plan approved by Landlord, or if Tenant shall fail to complete the approved Surrender Plan, or
if such Surrender Plan, whether or not approved by Landlord, shall fail to adequately address any residual effect of Tenant HazMat
Operations in, on or about the Premises, Landlord shall have the right to take such actions as Landlord may deem reasonable or
appropriate to assure that the Premises and the Project are surrendered free from any residual impact from Tenant HazMat Operations,
the cost of which actions shall be reimbursed by Tenant as Additional Rent, without regard to the limitation set forth in the first
paragraph of this Section 28.


 


Upon the expiration
or earlier termination of the Term, Tenant shall use reasonable efforts to return to Landlord all keys and/or access cards to parking,
the Project, restrooms or all or any portion of the Premises furnished to or otherwise procured by Tenant. Any Tenant’s Property,
Alterations and property not so removed by Tenant as permitted or required herein shall be deemed abandoned and may be stored,
removed, and disposed of by Landlord at Tenant’s expense, and Tenant waives all claims against Landlord for any damages resulting
from Landlord’s retention and/or disposition of such property. All obligations of Tenant hereunder not fully performed as
of the termination of the Term, including the obligations of Tenant under Section 30 hereof, shall survive the expiration
or earlier termination of the Term, including, without limitation, indemnity obligations, payment obligations with respect to Rent
and obligations concerning the condition and repair of the Premises.




 


29.
Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN LANDLORD AND TENANT
ARISING OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED HERETO.


 


30.
Environmental Requirements.


 


(a)
Prohibition/Compliance/Indemnity. Tenant shall not cause or permit any Hazardous Materials (as hereinafter defined)
to be brought upon, kept, used, stored, handled, treated, generated in or about, or released or disposed of from, the Premises
or the Project in violation of applicable Environmental Requirements (as hereinafter defined) by Tenant or any Tenant Party. If
Tenant breaches the obligation stated in the preceding sentence, or if the presence of Hazardous Materials in the Premises during
the Term or any holding over results in contamination of the Premises, the Project or any adjacent property or if contamination
of the Premises, the Project or any adjacent property by Hazardous Materials brought into, kept, used, stored, handled, treated,
generated in or about, or released or disposed of from, the Premises by anyone other than Landlord and Landlord’s employees,
agents and contractors otherwise occurs during the Term or any holding over, Tenant hereby indemnifies and shall defend and hold
Landlord, its officers, directors, employees, agents and contractors harmless from any and all actions (including, without limitation,
remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising out of or
resulting therefrom), costs, claims, damages (including, without limitation, punitive damages and damages based upon diminution
in value of the Premises or the Project, or the loss of, or restriction on, use of the Premises or any portion of the Project),
expenses (including, without limitation, attorneys’, consultants’ and experts’ fees, court costs and amounts
paid in settlement of any claims or actions), fines, forfeitures or other civil, administrative or criminal penalties, injunctive
or other relief (whether or not based upon personal injury, property damage, or contamination of, or adverse effects upon, the
environment, water tables or natural resources), liabilities or losses (collectively, “Environmental Claims”)
which arise during or after the Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without
limitation, costs incurred in connection with any investigation of site conditions or any cleanup, treatment, remedial, removal,
or restoration work required by any federal, state or local Governmental Authority because of Hazardous Materials present in the
air, soil or ground water above, on, or under the Premises. Without limiting the foregoing, if the presence of any Hazardous Materials
on the Premises, the Project or any adjacent property caused or permitted by Tenant or any Tenant Party results in any contamination
of the Premises, the Project or any adjacent property, Tenant shall promptly take all actions at its sole expense and in accordance
with applicable Environmental Requirements as are necessary to return the Premises, the Project or any adjacent property to the
condition existing prior to the time of such contamination, provided that Landlord’s approval of such action shall first
be obtained, which approval shall not unreasonably be withheld so long as such actions would not potentially have any material
adverse long-term or short-term effect on the Premises or the Project. Notwithstanding anything to the contrary contained in Section
28 or this Section 30, Tenant shall not be responsible for, and the indemnification and hold harmless obligation set
forth in this paragraph shall not apply to (i) contamination in the Premises which Tenant can demonstrate existed in the Premises
immediately prior to the Commencement Date, (ii) the presence of any Hazardous Materials in the Premises which Tenant can demonstrate
migrated from outside of the Premises into the Premises, or (iii) contamination caused by Landlord or any Landlord’s employees,
agents and contractors unless in any case, the presence of such Hazardous Materials (x) is the result of a breach by Tenant of
any of its obligations under this Lease, or (y) was caused, contributed to or exacerbated by Tenant or any Tenant Party.


 






     


    
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(b)
Business. Landlord acknowledges that it is not the intent of this Section 30 to prohibit Tenant from using
the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use
or presence of Hazardous Materials is strictly and properly monitored according to all then applicable Environmental Requirements.
As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees
to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept,
used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental
approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal
of such Hazardous Materials on or from the Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord
an updated Hazardous Materials List at least once a year and shall also deliver an updated list before any new Hazardous Material
is brought onto, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises. Tenant shall
deliver to Landlord true and correct copies of the following documents (the “Haz Mat Documents”) relating to
the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials prior to the Commencement Date, or
if unavailable at that time, concurrent with the receipt from or submission to a Governmental Authority: permits; approvals; reports
and correspondence; storage and management plans, notice of violations of any Legal Requirements; plans relating to the installation
of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after
Landlord has given Tenant its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion);
all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage
tanks installed in, on or under the Project for the closure of any such tanks; and a Surrender Plan (to the extent surrender in
accordance with Section 28 cannot be accomplished in 3 months). Tenant is not required, however, to provide Landlord with
any portion(s) of the Haz Mat Documents containing information of a proprietary nature which, in and of themselves, do not contain
a reference to any Hazardous Materials or hazardous activities. It is not the intent of this Section to provide Landlord with information
which could be detrimental to Tenant’s business should such information become possessed by Tenant’s competitors.


 



     


    
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(c)
Tenant Representation and Warranty. Tenant hereby represents and warrants to Landlord that (i) neither Tenant nor
any of its legal predecessors has been required by any prior landlord, lender or Governmental Authority at any time to take remedial
action in connection with Hazardous Materials contaminating a property which contamination was permitted by Tenant of such predecessor
or resulted from Tenant’s or such predecessor’s action or use of the property in question, and (ii) Tenant is not subject
to any enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation,
release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required
reporting to any Governmental Authority).




 


(d)
Testing. Landlord shall have the right to conduct annual tests of the Premises to determine whether any contamination
of the Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such
annual test of the Premises if there is violation of this Section 30 by Tenant or if contamination for which Tenant is responsible
under this Section 30 is identified; provided, however, that if Tenant conducts its own tests of the Premises using third
party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such
tests in lieu of the annual tests to be paid for by Tenant. In addition, at any time, and from time to time, prior to the expiration
or earlier termination of the Term, Landlord shall have the right to conduct appropriate tests of the Premises and the Project
to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing,
upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the
use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant
is liable under this Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord
shall pay the costs of such tests (which shall not constitute an Operating Expense). Landlord shall provide Tenant with a copy
of all third party, non-confidential reports and tests of the Premises made by or on behalf of Landlord during the Term without
representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and
satisfactorily remediate any environmental conditions identified by such testing for which Tenant is responsible under this Lease
in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment
in no way waives any rights which Landlord may have against Tenant.


 


(e)
Control Areas. Tenant shall be allowed to utilize up to its pro rata share of the Hazardous Materials inventory within
any control area or zone (located within the Premises), as designated by the applicable building code, for chemical use or storage.
As used in the preceding sentence, Tenant’s pro rata share of any control areas or zones located within the Premises shall
be determined based on the rentable square footage that Tenant leases within the applicable control area or zone. For purposes
of example only, if a control area or zone contains 10,000 rentable square feet and 2,000 rentable square feet of a tenant’s
premises are located within such control area or zone (while such premises as a whole contains 5,000 rentable square feet), the
applicable tenant’s pro rata share of such control area would be 20%.


 


(f)
Underground Tanks. Tenant shall have no right to use or install any underground storage tanks at the Project.


 


     


    
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(g)
Tenant’s Obligations. Tenant’s obligations under this Section 30 shall survive the expiration
or earlier termination of this Lease. During any period of time after the expiration or earlier termination of this Lease required
by Tenant or Landlord to complete the removal from the Premises of any Hazardous Materials (including, without limitation, the
release and termination of any licenses or permits restricting the use of the Premises and the completion of the approved Surrender
Plan), Tenant shall continue to pay the full Rent in accordance with this Lease for any portion of the Premises not relet by Landlord
in Landlord’s sole discretion, which Rent shall be prorated daily.




 


(h)
Definitions. As used herein, the term “Environmental Requirements” means all applicable present
and future statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any Governmental Authority
regulating or relating to health, safety, or environmental conditions on, under, or about the Premises or the Project, or the environment,
including without limitation, the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource
Conservation and Recovery Act; and all state and local counterparts thereto, and any regulations or policies promulgated or issued
thereunder. As used herein, the term “Hazardous Materials” means and includes any substance, material, waste,
pollutant, or contaminant listed or defined as hazardous or toxic, or regulated by reason of its impact or potential impact on
humans, animals and/or the environment under any Environmental Requirements, asbestos and petroleum, including crude oil or any
fraction thereof, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and
such synthetic gas). As defined in Environmental Requirements, Tenant is and shall be deemed to be the “operator”
of Tenant’s “facility” and the “owner” of all Hazardous Materials brought on the Premises
by Tenant or any Tenant Party, and the wastes, by-products, or residues generated, resulting, or produced therefrom.


 


31.
Tenant’s Remedies/Limitation of Liability. Landlord shall not be in default hereunder unless Landlord fails
to perform any of its obligations hereunder within 30 days after written notice from Tenant specifying such failure (unless such
performance will, due to the nature of the obligation, require a period of time in excess of 30 days, then after such period of
time as is reasonably necessary). Upon any default by Landlord, Tenant shall give notice by registered or certified mail to any
Holder of a Mortgage covering the Premises and to any landlord of any lease of property in or on which the Premises are located
and Tenant shall offer such Holder and/or landlord a reasonable opportunity to cure the default, including time to obtain possession
of the Project by power of sale or a judicial action if such should prove necessary to effect a cure; provided Landlord
shall have furnished to Tenant in writing the names and addresses of all such persons who are to receive such notices. All obligations
of Landlord hereunder shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this
Lease, Tenant may not terminate this Lease for breach of Landlord’s obligations hereunder.


 


Notwithstanding
anything to the contrary contained in this Lease, if any claimed Landlord default hereunder will immediately, materially and
adversely affect Tenant’s ability to conduct its business in the Premises or, in the event of a failure by Landlord to
respond to a bona fide emergency (i.e., necessary to prevent or remediate a material and imminent threat to the health or
safety of persons or necessary to prevent a material adverse affect on Tenant’s business operations) (either, a
“Material Landlord Default”), Tenant shall, as soon as reasonably possible, but in any event within 2
business days of obtaining knowledge of such claimed Material Landlord Default, give Landlord written notice of such claim
which notice shall specifically state that a Material Landlord Default exists and telephonic notice to Tenant’s
principal contact with Landlord. Landlord shall then have 2 business days to commence cure of such claimed Material Landlord
Default and shall diligently prosecute such cure to completion. If such claimed Material Landlord Default is not a default by
Landlord hereunder, Landlord shall be entitled to recover from Tenant, as Additional Rent, any costs incurred by Landlord in
connection with such cure in excess of the costs, if any, that Landlord would otherwise have been liable to pay hereunder. If
Landlord fails to commence , cure of any claimed Material Landlord Default as provided above, Tenant may commence and
prosecute such cure to completion; provided that it does not affect any Building Systems affecting other tenants, the
Building structure or Common Areas, and shall be entitled to recover the costs of such cure (but not any consequential or
other damages) (“Material Default Costs”) from Landlord by way of reimbursement-from Landlord with no
right to offset against Rent except as provided below, to the extent of Landlord’s obligation to cure such claimed
Material Landlord Default hereunder, subject to the limitations set forth in the immediately preceding sentence of this
paragraph and the other provisions of this Lease. If Landlord does not reimburse such Material Default Costs to Tenant within
(i) if Landlord does not dispute such Material Default Costs, the date that is 45 days after Tenant’s delivery to
Landlord of an invoice reflecting the Material Default Costs incurred by Tenant along with any additional evidence of such
Material Default Costs as reasonably requested by Landlord, or (ii) if Landlord disputes such Material Default Costs, the
date that is 45 days after the earlier to occur of (x) the date the parties mutually agree on such Material Default Costs and
Landlord’s responsibility therefor pursuant to this paragraph, and (y) the date a final judgment is issued or an out of
court settlement is reached by the parties with respect to such Material Default Costs, then, in each case, Tenant may deduct
from Base Rent next payable by Tenant under this Lease the amount of such Material Default Costs.


 


     


    
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All obligations of
Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter.
The term “Landlord” in this Lease shall mean only the owner for the time being of the Premises. Upon the transfer
by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord
thereafter accruing, but such obligations shall be binding during the Term upon each new owner for the duration of such owner’s
ownership.


 


32.
Inspection and Access. Landlord and its agents, representatives, and contractors may enter the Premises at any reasonable
time (during business hours and upon reasonable notice, except in the case of an emergency in which case no notice shall be required)
to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease and for any other business
purpose. Landlord and Landlord’s representatives may enter the Premises during business hours on not less than 48 hours advance
written notice (except in the case of emergencies in which case no such notice shall be required and such entry may be at any time)
for the purpose of effecting any such repairs, inspecting the Premises, showing the Premises to prospective purchasers and, during
the last year of the Term, to prospective tenants or for any other business purpose. Landlord may erect a suitable sign on the
Premises stating the Premises are available to let or that the Project is available for sale. Landlord may grant easements, make
public dedications, designate Common Areas and create restrictions on or about the Premises, provided that no such easement,
dedication, designation or restriction materially, adversely affects Tenant’s use or occupancy of the Premises for the Permitted
Use or access to the Premises. At Landlord’s request, Tenant shall execute such instruments as may be necessary for such
easements, dedications or restrictions. Tenant shall at all times, except in the case of emergencies, have the right to escort
Landlord or its agents, representatives, contractors or guests while the same are in the Premises, provided such escort does not
materially and adversely affect Landlord’s access rights hereunder. Tenant shall have the right to designate (on plans provided
by Tenant to Landlord, which may be reasonably updated by Tenant from time to time upon notice to Landlord) certain areas of the
Premises as limited access areas required to protect the health of persons or security of confidential and proprietary information,
which limited access areas shall not be entered into by Landlord or Landlord’s representatives without a Tenant representative,
except in the case of an emergency or as otherwise reasonably necessary.


 


33.
Security. Landlord shall, at Landlord’s cost, install card readers on the front and rear doors of the Building
and shall maintain such card readers during the Term as part of Operating Expenses. Landlord shall provide to Tenant all access
cards necessary, as reasonably determined by Landlord, for access to the Building, in such quantity(ies) as Tenant may reasonably
request. Tenant acknowledges and agrees that security devices and services, if any, while intended to deter crime may not in given
instances prevent theft or other criminal acts and that Landlord is not providing any security services with respect to the Premises.
Tenant agrees that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any
loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the premises or
any other breach of security with respect to the Premises. Tenant shall be solely responsible for the personal safety of Tenant’s
officers, employees, agents, contractors, guests and invitees while any such person is in, on or about the Premises and/or the
Project. Tenant shall at Tenant’s cost obtain insurance coverage to the extent Tenant desires protection against such criminal
acts.


 


     


    
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34.
Force Majeure. Except for the payment of Rent, neither Landlord nor Tenant shall be held responsible or liable for
delays in the performance of its obligations hereunder when caused by, related to, or arising out of acts of God, sinkholes or
subsidence, strikes, lockouts, or other labor disputes, embargoes, quarantines, weather, national, regional, or local disasters,
calamities, or catastrophes, inability to obtain labor or materials (or reasonable substitutes therefor) at reasonable costs or
failure of, or inability to obtain, utilities necessary for performance, governmental restrictions, orders, limitations, regulations,
or controls, national emergencies, delay in issuance or revocation of permits, enemy or hostile governmental action, terrorism,
insurrection, riots, civil disturbance or commotion, fire or other casualty, and other causes or events beyond their reasonable
control (“Force Majeure”).


 


35.
Brokers. Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person
(collectively, “Broker”) in connection with this transaction and that no Broker brought about this transaction, other
than Thalhimer Raleigh LLC. Landlord and Tenant each hereby agree to indemnify and hold the other harmless from and against any
claims by any Broker, other than the broker, if any named in this Section 35, claiming a commission or other form of compensation
by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this leasing transaction. Landlord shall be responsible
for all commissions due to Thalhimer Raleigh LLC arising out of the execution of this Lease in accordance with the terms of a separate
written agreement between Thalhimer Raleigh LLC and Landlord.


 


36.
Limitation on Landlord’s Liability. NOTWITHSTANDING ANYTHING SET FORTH HEREIN OR IN ANY OTHER AGREEMENT BETWEEN
LANDLORD AND TENANT TO THE CONTRARY: (A) LANDLORD SHALL NOT BE LIABLE TO TENANT OR ANY OTHER PERSON FOR (AND TENANT AND EACH SUCH
OTHER PERSON ASSUME ALL RISK OF) LOSS, DAMAGE OR INJURY, WHETHER ACTUAL OR CONSEQUENTIAL TO: TENANT’S PERSONAL PROPERTY OF
EVERY KIND AND DESCRIPTION, INCLUDING, WITHOUT LIMITATION TRADE FIXTURES, EQUIPMENT, INVENTORY, SCIENTIFIC RESEARCH, SCIENTIFIC
EXPERIMENTS, LABORATORY ANIMALS, PRODUCT, SPECIMENS, SAMPLES, AND/OR SCIENTIFIC, BUSINESS, ACCOUNTING AND OTHER RECORDS OF EVERY
KIND AND DESCRIPTION KEPT AT THE PREMISES AND ANY AND ALL INCOME DERIVED OR DERIVABLE. THEREFROM; (B) THERE SHALL BE NO PERSONAL
RECOURSE TO LANDLORD FOR ANY ACT OR OCCURRENCE IN, ON OR ABOUT THE PREMISES OR ARISING IN ANY WAY UNDER THIS LEASE OR ANY OTHER
AGREEMENT BETWEEN LANDLORD AND TENANT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND ANY LIABILITY OF LANDLORD HEREUNDER SHALL BE
STRICTLY LIMITED SOLELY TO LANDLORD’S INTEREST IN THE PROJECT OR ANY PROCEEDS FROM SALE OR CONDEMNATION THEREOF AND ANY INSURANCE
PROCEEDS PAYABLE IN RESPECT OF LANDLORD’S INTEREST IN THE PROJECT OR IN CONNECTION WITH ANY SUCH LOSS; AND (C) IN NO EVENT
SHALL ANY PERSONAL LIABILITY BE ASSERTED AGAINST LANDLORD IN CONNECTION WITH THIS LEASE NOR SHALL ANY RECOURSE BE HAD TO ANY OTHER
PROPERTY OR ASSETS OF LANDLORD OR ANY OF LANDLORD’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS. UNDER NO CIRCUMSTANCES
SHALL LANDLORD OR ANY OF LANDLORD’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE FOR INJURY TO TENANT’S
BUSINESS OR FOR ANY LOSS OF INCOME OR PROFIT THEREFROM.


 


37.
Severability. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future
laws, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected
thereby. 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 added, as a part of this Lease, a clause or provision as similar in effect to such illegal,
invalid or unenforceable clause or provision as shall be legal, valid and enforceable.


 


38.
Signs; Exterior Appearance. Tenant shall not, without the prior written consent of Landlord, which may be granted
or withheld in Landlord’s sole discretion: (i) attach any awnings, exterior lights, decorations, balloons, flags, pennants,
banners, painting or other projection to any outside wall of the Project, (ii) use any curtains, blinds, shades or screens other
than Landlord’s standard window coverings, (iii) coat or otherwise sunscreen the interior or exterior of any windows, (iv)
place any bottles, parcels, or other articles on the window sills, (v) place any equipment, furniture or other items of personal
property on any exterior balcony, or (vi) paint, affix or exhibit on any part of the Premises or the Project any signs, notices,
window or door lettering, placards, decorations, or advertising media of any type which can be viewed from the exterior of the
Premises. Standard suite entry signage and standard signage on the directory tablet shall be inscribed, painted or affixed for
Tenant by Landlord at the sole cost and expense of Landlord, and shall be of a size, color and type acceptable to Landlord. Nothing
may be placed on the exterior of corridor walls or corridor doors other than Landlord’s standard lettering. The directory
tablet shall be provided exclusively for the display of the name and location of tenants.


 






     


    
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Tenant shall have the
right to display, at Tenant’s cost and expense, a sign bearing Tenant’s name and/or logo (“Building Sign”)
on the façade/top of the Building in a location reasonably acceptable to Landlord and Tenant, which Building Sign the parties
agree may be consistent with the design and location reflected on Exhibit G attached hereto. Notwithstanding the foregoing,
Tenant acknowledges and agrees that the Building Sign including, without limitation, the size, color and type, shall be subject
to Landlord’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed), shall be consistent
with Landlord’s signage program at the Project and applicable Legal Requirements. Tenant shall be responsible, at Tenant’s
sole cost and expense, for the installation and maintenance of the Building Sign, for the removal of the Building Sign at the expiration
or earlier termination of this Lease and for the repair of all damage resulting from such removal. So long as Tenant is occupying
more than 60% of the Building, (a) Landlord shall not grant rights to any other tenant of the Building to display a sign on the
façade/top of the Building or other exterior signage on the Building, and (b) Tenant shall have the right to assign its
rights with respect to the Building Sign in connection with an assignment of this Lease. As of the date of this Lease, no other
tenant of the Project has a right to place any exterior signs on the Building.


 


39.
Rights to Expand.


 


(a)
Right of First Refusal. Each time from the Commencement Date through the expiration of the 70th month following the Commencement
Date (the “ROFR Expiration Date”) that Landlord intends to accept a written proposal or deliver a counter proposal
which Landlord would be willing to accept (the “Pending Deal”) to lease all or a portion of the Expansion Premises
(as hereinafter defined) to a third party, Landlord shall deliver to Tenant written notice (the “Pending Deal Notice”)
of the existence of such Pending Deal, which Pending Deal Notice shall include the material terms of such Pending Deal. For purposes
of this Section 39, “Expansion Premises” shall mean the balance of the second floor of the Building,
which is not occupied by a tenant or which is occupied by a then-existing tenant whose lease is expiring within 9 months or less
and such then-existing tenant does not wish to renew its occupancy of such space; provided, however, that Tenant’s Right
of First Refusal shall be superior to the right of any then-existing tenant whose lease does not contain an extension right and
Landlord shall not amend the lease of an existing tenant whose lease does not contain an extension right to include an extension
right without presenting a Pending Deal Notice to Tenant pursuant to this Section 39 (a)
with respect to such proposed extension right. Tenant acknowledges and agrees that any then-existing tenant whose lease includes
an extension right may extend the term of its lease pursuant to terms different from those provided in its extension right, provided
that it may not extend the term of its lease for a period longer than the extension term provided for in its extension right.
Tenant shall be entitled to exercise its right under this Section 39 (a)
only with respect to the entire Expansion Premises described in such Pending Deal Notice (“Identified Space”).
Within 10 business days after Tenant’s receipt of the Pending Deal Notice, Tenant shall deliver to Landlord written notice
(the “Space Acceptance Notice”) if Tenant elects to lease the Identified Space. Tenant’s right to receive
the Pending Deal Notice and election to lease or not lease the Identified Space pursuant to this Section 39(a) is
hereinafter referred to as the “Right of First Refusal.” If Tenant elects to lease the Identified Space by
delivering the Space Acceptance Notice within the required 10 business day period, Tenant shall be deemed to agree to lease the
Identified Space on the same general terms and conditions as this Lease except that the terms of this Lease shall be modified
to reflect the terms of the Pending Deal Notice for the rental of the Expansion Premises. Tenant acknowledges that the term of
this Lease with respect to the Expansion Premises and the Term of this Lease with respect to the then-existing Premises may not
be co-terminous. Notwithstanding anything to the contrary contained herein, in no event shall the Work Letter apply to the Expansion
Premises. If Tenant fails to deliver a Space Acceptance Notice to Landlord within the required 10 business day period, Tenant
shall be deemed to have waived its rights under this Section 39(a) to lease the Identified Space identified in the
applicable Pending Deal Notice pursuant to the applicable Pending Deal Notice, and Landlord shall have the right to lease the
Expansion Premises to the third party subject to the Pending Deal (or an affiliate of such third party) on the same business terms
and conditions set forth in the Pending Deal Notice.


 






     


    
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(b)
Expansion in the Building. Following the ROFR Expiration Date, Tenant shall thereafter during the Base Term have
an ongoing right, but not the obligation, to expand the Premises (the “Expansion Right”) to include any available
Expansion Premises upon the terms and conditions set forth in this Section. If there is any available Expansion Premises after
the ROFR Expiration Date, Landlord shall deliver to Tenant written notice (the “Expansion Notice”) of such Expansion
Premises, together with the terms and conditions on which Landlord is prepared to lease Tenant the Expansion Premises; provided
that Base Rent for the Expansion Premises shall be at the Market Rate (as defined in Section 40(a) below). Tenant’s
Expansion Right shall be superior to the right of any then-existing tenant whose lease does not contain an extension right and
Landlord shall not amend the lease of an existing tenant whose lease does not contain an extension right to include an extension
right without presenting an Expansion Notice to Tenant pursuant to this Section 39(b) with respect to such proposed extension
right. Tenant acknowledges and agrees that any then-existing tenant whose lease includes an extension right may extend the term
of its lease pursuant to terms different from those set forth in its extension right, provided that it may not extend the term
of its lease for a period longer than the extension term provided for in its extension right. Tenant shall be entitled to exercise
its right under this Section 49(b) only with respect to the entire Expansion Premises identified in the Expansion Notice
(“Identified Expansion Premises”). Tenant shall have 10 business days following delivery of the Expansion Notice
to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right (“Exercise Notice”)
with respect to the Identified Expansion Premises. Tenant shall be entitled to lease the Identified Expansion Premises upon the
terms and conditions set forth in the Expansion Notice and otherwise consistent with the terms of this Lease. If Landlord and Tenant
are unable to agree on the Market Rate for the Identified Expansion Premises after negotiating in good faith within 5 days after
Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance
with Section 40(b) below. The term of this Lease with respect to the Identified Expansion Premises may not be co-terminous
with the term of this Lease with respect to the then-existing Premises. Notwithstanding anything to the contrary contain herein,
in no event shall the Work Letter apply to the Identified Expansion Premises. If Tenant fails to deliver an Exercise Notice to
Landlord for the Identified Expansion Premises within the required 10 business day period, Tenant shall be deemed to have waived
its rights under this Section 39(b) to lease the Expansion Premises pursuant to the applicable Expansion Notice, and Landlord
shall have the right to lease the Expansion Premises to any third party on any terms and conditions acceptable to Landlord. Notwithstanding
anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this
Section 39(b) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has
not exercised its Extension Right pursuant to Section 40.


 


(c)
Amended Lease. If: (i) Tenant fails to timely deliver a Space Acceptance Notice or an Exercise Notice, as applicable,
or (ii) after the expiration of a period of 30 days from the date of Landlord’s delivery to Tenant of a lease amendment for
the Expansion Premises consistent with the terms set forth in Section 39(a) or Section 39(b) as applicable, and despite
the reasonable good faith efforts of Landlord and Tenant, no lease amendment for the Expansion Premises acceptable to Landlord
and Tenant has been executed, Tenant shall be deemed to have waived its right to lease such Expansion Premises in connection with
the applicable Pending Deal Notice or Expansion Notice, as applicable.


 


(d)
Exceptions. Notwithstanding the above, the Right of First Refusal and the Expansion Right shall, at Landlord’s
option, not be in effect and may not be exercised by Tenant:


 


(i)
during any period of time that Tenant is in Default under any provision of this Lease; or


 


     


    
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(ii)
if Tenant has been in Default under any provision of this Lease 3 or more times, whether or not the Defaults are cured,
during the 12 month period prior to the date on which Tenant seeks to exercise the Right of First Refusal of Expansion Right, as
applicable.


 


(e)
Termination. The Right of First Refusal and the Exercise Right shall, at Landlord’s option, terminate and be
of no further force or effect even after Tenant’s due and timely exercise of the Right of First Refusal or Exercise Right,
if, after such exercise, but prior to the commencement date of the lease of the Expansion Premises, Tenant has Defaulted 3 or more
times during the period from the date of the exercise of the Right of First Refusal or Expansion Right, as applicable, to the date
of the commencement of the lease of the Expansion Premises, whether or not such Defaults are cured.


 


(f)
Right Personal. The Right of First Refusal and the Expansion Right are personal to Tenant and are not assignable
without Landlord’s consent, which may be granted or withheld in Landlord’s sole discretion separate and apart from
any consent by Landlord to an assignment of Tenant’s interest in this Lease, except that they may be assigned in connection
with any Permitted Assignment of this Lease.


  


(g)
No Extensions. The period of time within which the Right of First Refusal or the Expansion Right, respectively, may
be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise the Right of First Refusal or
Expansion Right.


 


40.
Right to Extend Term. Tenant shall have the right to extend the Term of this Lease upon the following terms and conditions:


 


(a)
Extension Rights. Tenant shall have 1 right (the “Extension Right”) to extend the term of this
Lease for 5 years (an “Extension Term”) on the same terms and conditions as this Lease (other than with respect
to Base Rent and the Work Letter) by giving Landlord written notice of its election to exercise the Extension Right at least 9
months prior to the expiration of the Base Term of this Lease.



 


Upon the commencement
of the Extension Term, Base Rent shall be payable at the Market Rate (as defined below). Base Rent shall thereafter be adjusted
on each annual anniversary of the commencement of such Extension Term by a percentage as determined by Landlord and agreed to by
Tenant at the time the Market Rate is determined. As used herein, “Market Rate” shall mean the rate that comparable
landlords of comparable buildings have accepted in current transactions from non-equity (i.e., not being offered equity in the
buildings) and nonaffiliated tenants of similar financial strength for space of comparable size, and quality (including all Tenant
Improvements, Alterations and other improvements) in comparable laboratory/office buildings in Raleigh-Durham area of North Carolina
for a comparable term, with the determination of the Market Rate to take into account all relevant factors, including tenant inducements,
parking costs, leasing commissions, allowances or concessions, if any. In addition, Landlord may impose a market rent for the parking
rights provided hereunder.


 


If, on or before the
date which is 240 days prior to the expiration of the Base Term of this Lease, Tenant and Landlord have not agreed upon the Market
Rate and the rent escalations during the Extension Term after negotiating in good faith, Tenant shall be deemed to have elected
arbitration as described in Section 40(b). Tenant acknowledges and agrees that, if Tenant has elected to exercise the Extension
Right by delivering notice to Landlord as required in this Section 40(a), Tenant shall have no right thereafter to
rescind or elect not to extend the term of this Lease for the Extension Term.


 


(b)
Arbitration.


 


(i)
Within 10 business days of Tenant’s notice to Landlord of its election (or deemed election) to arbitrate Market Rate
and escalations, each party shall deliver to the other a proposal containing the Market Rate and escalations that the submitting
party believes to be correct (“Extension Proposal”). If either party fails to timely submit an Extension Proposal,
the other party’s submitted proposal shall determine the Base Rent and escalations for the Extension Term. If both parties
submit Extension Proposals, then Landlord and Tenant shall meet within 7 days after delivery of the last Extension Proposal and
make a good faith attempt to mutually appoint a single Arbitrator (and defined below) to determine the Market Rate and escalations.
If Landlord and Tenant are unable to agree upon a single Arbitrator, then each shall, by written notice delivered to the other
within 10 days after the meeting, select an Arbitrator. If either party fails to timely give notice of its selection for an Arbitrator,
the other party’s submitted proposal shall determine the Base Rent for-the Extension Term. The 2 Arbitrators so appointed
shall, within 5 business days after their appointment, appoint a third Arbitrator. If the 2 Arbitrators so selected cannot agree
on the selection of the third Arbitrator within the time above specified, then either party, on behalf of both parties, may request
such appointment of such third Arbitrator by application to any state court of general jurisdiction in the jurisdiction in which
the Premises are located, upon 10 days prior written notice to the other party of such intent.


 






     


    
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(ii)
The decision of the Arbitrator(s) shall be made within 30 days after the appointment of a single Arbitrator or the third
Arbitrator, as applicable. The decision of the single Arbitrator shall be final and binding upon the parties. The average of the
two closest Arbitrators in a three Arbitrator panel shall be final and binding upon the parties. Each party shall pay the fees
and expenses of the Arbitrator appointed by or on behalf of such party and the fees and expenses of the third Arbitrator shall
be borne equally by both parties. If the Market Rate and escalations are not determined by the first day of the Extension Term,
then Tenant shall pay Landlord Base Rent in an amount equal to the Base Rent in effect immediately prior to the Extension Term
and increased by the Rent Adjustment Percentage until such determination is made. After the determination of the Market Rate and
escalations, the parties shall make any necessary adjustments to such payments made by Tenant. Landlord and Tenant shall then execute
an amendment recognizing the Market Rate and escalations for the Extension Term.


 


(iii)
An “Arbitrator” shall be any person appointed by or on behalf of either party or appointed pursuant to
the provisions hereof and: (i) shall be (A) a member of the American Institute of Real Estate Appraisers with not less than 10
years of experience in the appraisal of improved office and high tech industrial real estate in the greater Raleigh-Durham area,
or (B) a licensed commercial real estate broker with not less than 15 years experience representing landlords and/or tenants in
the leasing of high tech or life sciences space in the greater Raleigh-Durham area, (ii) devoting substantially all of their time
to professional appraisal or brokerage work, as applicable, at the time of appointment and (iii) be in all respects impartial and
disinterested.


 


(c)
Rights Personal. The Extension Right is personal to Tenant and is not assignable without Landlord’s consent,
which may be granted or withheld in Landlord’s sole discretion separate and apart from any consent by Landlord to an assignment
of Tenant’s interest in this Lease; except that it may be assigned in connection with any assignment of this Lease pursuant
to Section 22(b).


 


(d)
Exceptions. Notwithstanding anything set forth above to the contrary, the Extension Right shall, at Landlord’s
option, not be in effect and Tenant may not exercise the Extension Right:


 


(i)
during any period of time that Tenant is in Default under any provision of this Lease; or


 


(ii)
if Tenant has been in Default under any provision of this Lease 3 or more times, whether or not the Defaults are cured,
during the 12 month period immediately prior to the date that Tenant intends to exercise the Extension Right, whether or not the
Defaults are cured.


 



     


    
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(e)
No Extensions. The period of time within which the Extension Right may be exercised shall not be extended or enlarged
by reason of Tenant’s inability to exercise the Extension Right.


 


(f)
Termination. The Extension Right shall, at Landlord’s option, terminate and be of no further force or effect
even after Tenant’s due and timely exercise of the Extension Right, if, after such exercise, but prior to the commencement
date of the Extension Term, Tenant has Defaulted 3 or more times during the period from the date of the exercise of the Extension
Right to the date of the commencement of the Extension Term, whether or not such Defaults are cured.




 


41.
Roof Equipment. As long as Tenant is not in Default under this Lease, Tenant shall have the right at its sole cost
and expense, subject to compliance with all Legal Requirements, to install, maintain, and remove on the top of the roof of the
Building (based on Tenant’s proportionate share of the space available on the roof) one or more satellite dishes, communication
antennae, or other equipment (all of which having a diameter and height acceptable to Landlord) for the transmission or reception
of communication of signals necessary to support Tenant’s operations within the Premises (collectively, the “Roof Equipment”)
on the following terms and conditions:


 


(a)
Requirements. Tenant shall submit to Landlord (i) the plans and specifications for the installation of the Roof Equipment,
(ii) copies of all required governmental and quasi-governmental permits, licenses, and authorizations that Tenant will and must
obtain at its own expense, with the cooperation of Landlord, if necessary for the installation and operation of the Roof Equipment,
and (iii) an insurance policy or certificate of insurance evidencing insurance coverage as required by this Lease and any other
insurance as reasonably required by Landlord for the installation and operation of the Roof Equipment. Landlord shall not unreasonably
withhold or delay its approval for the installation and operation of the Roof Equipment; provided, however, that
Landlord may reasonably withhold its approval if the installation or operation of the Roof Equipment (A) may damage the structural
integrity of the Building, (B) may void, terminate, or invalidate any applicable roof warranty, (C) may interfere with any service
provided by Landlord or any tenant of the Building, (D) may reduce the leasable space in the Building, or (E) is not properly screened
from the viewing public.


 


(b)
No Damage to Roof. If installation of the Roof Equipment requires Tenant to make any roof cuts or perform any other
roofing work, such cuts shall be made only in the manner designated in writing by Landlord; and any such installation work (including
any roof cuts or other roofing work) shall be performed by Tenant, at Tenant’s sole cost and expense by a roofing contractor
designated by Landlord. If Tenant or its agents shall otherwise cause any damage to the roof during the installation, operation,
and removal of the Roof Equipment such damage shall be repaired promptly at Tenant’s expense and the roof shall be restored
in the same condition it was in before the damage. Landlord shall not charge Tenant Additional Rent for the installation and use
of the Roof Equipment. If, however, Landlord’s insurance premium or Tax assessment increases as a result of the Roof Equipment,
Tenant shall pay such increase as Additional Rent within thirty (30) days after receipt of a reasonably detailed invoice from Landlord.
Tenant shall not be entitled to any abatement or reduction in the amount of Rent payable under this Lease if for any reason Tenant
is unable to use the Roof Equipment. In no event whatsoever shall the installation, operation, maintenance, or removal of the Roof
Equipment by Tenant or its agents void, terminate, or invalidate any applicable roof warranty.


 


(c)
Protection. The installation, operation, and removal of the Roof Equipment shall be at Tenant’s sole risk.
Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all claims, costs, damages, liabilities and
expenses (including, but not limited to, attorneys’ fees) of every kind and description that may arise out of or be connected
in any way with Tenant’s installation, operation, or removal of the Roof Equipment.




 


(d)
Removal. At the expiration or earlier termination of this Lease or the discontinuance of the use of the Roof Equipment
by Tenant, Tenant shall, at its sole cost and expense, remove the Roof Equipment from the Building. Tenant shall leave the portion
of the roof where the Roof Equipment was located in good order and repair, reasonable wear and tear excepted. If Tenant does not
so remove the Roof Equipment, Tenant hereby authorizes Landlord to remove and dispose of the Roof Equipment and charge Tenant as
Additional Rent for all costs and expenses incurred by Landlord in such removal and disposal. Tenant agrees that Landlord shall
not be liable for any Roof Equipment or related property disposed of or removed by Landlord.


 


     


    
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(e)
No Interference. The Roof Equipment shall not interfere with the proper functioning of any telecommunications equipment
or devices that have been installed or will be installed by Landlord or for any other tenant or future tenant of the Building.
Tenant acknowledges that other tenant(s) may have approval rights over the installation and operation of telecommunications equipment
and devices on or about the roof, and that Tenant’s right to install and operate the Roof Equipment is subject and subordinate
to the rights of such other tenants. Tenant agrees that any other tenant of the Building that currently has or in the future takes
possession of any portion of the Building will be permitted to install such telecommunication equipment that is of a type and frequency
that will not cause unreasonable interference to the Roof Equipment.


 


(f)
Relocation. Landlord shall have the right, at its expense and after 60 days prior notice to Tenant, to relocate the
Roof Equipment to another site on the roof of the Building as long as such site reasonably meets Tenant’s sight line and
interference requirements and does not unreasonably interfere with Tenant’s use and operation of the Roof Equipment.


 


(g)
Access. Landlord grants to Tenant the right of ingress and egress on a 24 hour 7 day per week basis to install, operate,
and maintain the Roof Equipment. Before receiving access to the roof of the Building, Tenant shall give Landlord at least 24 hours’
advance written or oral notice, except in emergency situations, in which case 2 hours’ advance oral notice shall be given
by Tenant. Landlord shall supply Tenant with the name, telephone, and pager numbers of the contact individual(s) responsible for
providing access during emergencies.


 


(h)
Appearance. If permissible by Legal Requirements, the Roof Equipment shall be painted the same color as the Building
so as to render the Roof Equipment virtually invisible from ground level.


 


(i)
No Assignment. The right of Tenant to use and operate the Roof Equipment shall be personal solely to Humacyte, Inc.,
and (i) other than in connection with a Permitted Assignment or other assignment of this Lease pursuant to Section 22, no
other person or entity shall have any right to use or operate the Roof Equipment, and (ii) other than in connection with a Permitted
Assignment or other assignment of this Lease pursuant to Section 22, Tenant shall not assign, convey, or otherwise transfer
to any person or entity any right, title, or interest in all or any portion of the Roof Equipment or the use and operation thereof.


 


42.
Additional Expansion. If, during the Base Term, (a) Tenant is leasing the entire Building from Landlord, (b) Tenant
delivers written notice to Landlord expressing its desire to expand the Premises, and (c) Landlord agrees to increase the rentable
square footage of the Building by expanding the Building (“Building Expansion”), Landlord and Tenant may, without
obligation on the part of either party, enter into an agreement (which agreement shall be in form and content acceptable to Landlord
and Tenant each in their sole and absolute discretion) for the Building Expansion. Tenant acknowledges that Landlord does not currently
have any of the approvals required for any Building Expansion and may, if Landlord and Tenant enter into an agreement pursuant
to this Section 42, not be able to obtain any or all of the approvals required for the Building Expansion. In no event shall
Landlord be in default under this Lease if it does not agree to the Building Expansion or, if the parties do enter into an agreement
pursuant to this Section 42, if Landlord is unable to obtain any or all of the approvals required for the Building
Expansion.


 


43.
Miscellaneous.


 


(a)
Notices. All notices or other communications between the parties shall be in writing and shall be deemed duly given
upon delivery or refusal to accept delivery by the addressee thereof if delivered in person, or upon actual receipt if delivered
by reputable overnight guaranty courier, addressed and sent to the parties at their addresses set forth above. Landlord and Tenant
may from time to time by written notice to the other designate another address for receipt of future notices.


 


     


    
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(b)
Joint and Several Liability. If and when included within the term “Tenant,” as used in this instrument,
there is more than one person or entity, each shall be jointly and severally liable for the obligations of Tenant.


 


(c)
Financial Information. Tenant shall furnish Landlord with true and complete copies of (i) Tenant’s most recent
audited annual financial statements within 90 days of the end of each of Tenant’s fiscal years during the Term, (ii) Tenant’s
most recent unaudited quarterly financial statements within 45 days of the end of each of Tenant’s first three fiscal quarters
of each of Tenant’s fiscal years during the Term, (iii) at Landlord’s request from time to time, updated business plans,
including cash flow projections and/or pro forma balance sheets and income statements, all of which shall be treated by Landlord
as confidential information belonging to Tenant, (iv) corporate brochures and/or profiles prepared by Tenant for prospective investors,
and (v) any other financial information or summaries that Tenant typically provides to its lenders or shareholders. So long as
Tenant is a “public company” and its financial information is publicly available, then the foregoing delivery requirements
of this Section 43(c) shall not apply. Landlord shall treat Tenant’s financial information as confidential information
belonging to Tenant and will not disclose the same to other than on a need-to-know basis to Landlord’s affiliates, legal,
financial or tax advisors, consultants, potential lenders and potential purchasers and as required by Legal Requirements.


 


(d)
Recordation. Except as provided in this Section 43(d) neither this Lease nor a memorandum of lease shall be
filed by or on behalf of Tenant in any public record. Notwithstanding the foregoing, upon Tenant’s request and at Tenant’s
sole cost and expense, Landlord shall execute and properly notarize a memorandum of lease prepared by Tenant which memorandum shall
contain only the following information and any other additional information that may be required by applicable law: (i) the names
of the parties to this Lease and the title of this Lease, (ii) description of the Premises and the Project, and (iii) the Term
(including Tenant’s Extension Right). Tenant shall file such memorandum of lease, at Tenant’s sole cost, in the local
land records. If Tenant fails, after written request from Landlord, to record a termination of the memorandum on the expiration
or earlier termination of this Lease, Tenant shall be responsible for any direct (but not consequential) damages suffered by Landlord
(from any cause including, without limitation, resulting from any indemnities or certifications which may be made by Landlord in
favor of third parties). The provisions of this Section 42(d) shall survive the expiration or earlier termination of this
Lease. Nothing contained in this Lease is intended to prohibit Tenant from filing this Lease to the extent that Tenant is required
to do so pursuant to applicable SEC requirements; provided, however that Tenant shall seek confidential treatment from the SEC
with respect to certain information contained in this Lease if requested to do so by Landlord at the time this Lease is executed.


 


(e)
Interpretation. The normal rule of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Lease or any exhibits or amendments hereto. 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. The captions inserted in this Lease are for convenience only and in no way define,
limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation
of this Lease.


 


(f)
Not Binding Until Executed. The submission by Landlord to Tenant of this Lease shall have no binding force or effect,
shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party
until execution of this Lease by both parties.


 


(g)
Limitations on Interest. It is expressly the intent of Landlord and Tenant at all times to comply with applicable
law governing the maximum rate or amount of any interest payable on or in connection with this Lease. If applicable law is ever
judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved,
or received with respect to this Lease, then it is Landlord’s and Tenant’s express intent that all excess amounts theretofore
collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full,
refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible
hereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so
as to permit the recovery of the fullest amount otherwise called for hereunder.


 





     


    
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(h)
Choice of Law. Construction and interpretation of this Lease shall be governed by the internal laws of the State
of North Carolina, excluding any principles of conflicts of laws.


 


(i)
Time. Time is of the essence as to the performance of Tenant’s and Landlord’s obligations under this
Lease.


 


(j)
OFAC. Tenant and all beneficial owners of Tenant are currently (a) in compliance with and shall at all times during
the Term of this Lease remain in compliance with the regulations of the Office of Foreign Assets Control (“OFAC”)
of the U.S. Department of Treasury and any statute, executive order, or regulation relating thereto (collectively, the “OFAC
Rules”), (b) not listed on, and shall not during the term of this Lease be listed on, the Specially Designated Nationals
and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority
pursuant to any authorizing statute, executive order, or regulation, and (c) not a person or entity with whom a U.S. person is
prohibited from conducting business under the OFAC Rules.


 



(k)
Incorporation by Reference. All exhibits and addenda attached hereto are hereby incorporated into this Lease and
made a part hereof. If there is any conflict between such exhibits or addenda and the terms of this Lease, such exhibits or addenda
shall control.


 


(l)
Entire Agreement. This Lease, including the exhibits attached hereto, constitutes the entire agreement between Landlord
and Tenant pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, letters
of intent, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations
or other agreements, express or implied, made to either party by the other party in connection with the subject matter hereof except
as specifically set forth herein.


 


(m)
No Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment
of Base Rent or any Additional Rent will be other than on account of the earliest stipulated Base Rent and Additional Rent, nor
will any endorsement or statement on any check or letter accompanying a check for payment of any Base Rent or Additional Rent be
an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord’s right to recover the
balance of such Rent or to pursue any other remedy provided in this Lease.


 


(n)
Hazardous Activities. Notwithstanding any other provision of this Lease, Landlord, for itself and its employees,
agents and contractors, reserves the right to refuse to perform any repairs or services in any portion of the Premises which, pursuant
to Tenant’s routine safety guidelines, practices or custom or prudent industry practices, require any form of protective
clothing or equipment other than safety glasses. In any such case, Tenant shall contract with parties who are acceptable to Landlord,
in Landlord’s reasonable discretion, for all such repairs and services, and Landlord shall, to the extent required, equitably
adjust Tenant’s Share of Operating Expenses in respect of such repairs or services to reflect that Landlord is not providing
such repairs or services to Tenant.


 


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


 


	 	TENANT:
	 	 	 
	 	HUMACYTE,
                                         INC.,

                                                                                a North Carolina corporation

	 	 	 
	 	By:	
        /s/
Paul A. Boyer

	 	Its:	
        Chief
Financial Officer

	 	 	 
	 	 	 
	 	LANDLORD:
	 	 	 
	 	ARE-NC REGION NO. 5, LLC,

                                                                                a Delaware
                                         limited liability company

	 	 	 
	 	By:	ALEXANDRIA REAL ESTATE EQUITIES, L.P.,

                                                                              a Delaware limited partnership, managing member

	 	 	 
	 	 	By:	ARE-QRS CORP.,

                                                                                a Maryland corporation, general partner

	 	 	 	 
	 	 	 	By:	/s/
Gary Dean
	 	 	 	Its:	Senior Vice President RE Legal
        Affairs