Exhibit 10.2


 


LEASE AGREEMENT


 


BY AND BETWEEN


 


FEATHERSTONE ST PONTIAC MI LLC, AS LANDLORD


 


AND


 


limbach
company, llc, AS TENANT


 






    


     


    

 


TABLE OF CONTENTS


 


	ARTICLE I	 	1
	PREMISES	 	1
	ARTICLE II	 	2
	TERM	 	2
	ARTICLE III	 	2
	BASE RENT	 	3
	ARTICLE IV	 	4
	TAXES, UTILITIES, LEGAL REQUIREMENTS, NET LEASE	 	 
	ARTICLE V	 	6
	USE OF PREMISES	 	6
	ARTICLE VI	 	7
	ASSIGNMENT AND SUBLETTING	 	7
	ARTICLE VII	 	8
	MAINTENANCE AND REPAIRS	 	8
	ARTICLE VIII	 	11
	ALTERATIONS	 	11
	ARTICLE IX	 	15
	SIGNS	 	15
	ARTICLE X	 	16
	HOLDING OVER	 	16
	ARTICLE XI	 	16
	INSURANCE	 	16
	ARTICLE XII	 	19
	LIABILITY OF LANDLORD	 	19
	ARTICLE XIII	 	20
	DAMAGE AND DESTRUCTION	 	20
	ARTICLE XIV	 	21
	CONDEMNATION	 	21
	ARTICLE XV	 	22
	DEFAULT	 	22
	ARTICLE XVI	 	24
	BANKRUPTCY	 	24
	ARTICLE XVII	 	25
	SUBORDINATION	 	25
	ARTICLE XVIII	 	26
	ENVIRONMENTAL LAWS	 	26



 






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	ARTICLE XIX	 	29
	COVENANT OF LANDLORD	 	29
	ARTICLE XX	 	29
	GENERAL PROVISIONS	 	29


 


EXHIBIT A – LEGAL DESCRIPTION OF THE PREMISES*


 


EXHIBIT B – GUARANTY OF LEASE


 


EXHIBIT C
 – Schedule and Description of the Improvement Work*


 


* Indicates schedules that have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. Limbach Holdings, Inc. agrees to furnish a copy of any omitted schedules to the Securities and Exchange Commission
upon request.


 






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LEASE AGREEMENT


 


THIS
LEASE AGREEMENT (this "Lease") is dated as of September 29, 2022 (the “Effective Date”),
by and between, FEATHERSTONE ST PONTIAC MI LLC, a New York limited liability company with an address of 600 East Avenue, Suite 200,
Rochester, New York 14607 ("Landlord"), and LIMBACH COMPANY, LLC, a Delaware limited liability company
with an address of 926 Featherstone Street, Pontiac, Michigan 48342 ("Tenant").


 


ARTICLE I


PREMISES


 


1.1            Tenant
hereby leases from Landlord and Landlord hereby leases to Tenant the building (the “Building”) and the
land, together with all improvements thereto, located at 926 Featherstone Street in the City of Pontiac, County of Oakland and State of
Michigan, further identified as tax map account numbers 14-27-126-014 and 14-27-126-015 and more particularly described on Exhibit A
attached hereto and made a part hereof (collectively, the "Premises").


 


1.2            Tenant
has examined the Premises and title to the Premises and has found all of the same satisfactory for all purposes. Tenant acknowledges that
Tenant is fully familiar with the physical condition of the Premises and that the Landlord makes no representation or warranty, express
or implied, with respect to same. THE LEASE OF THE PREMISES IS ON AN "AS IS" BASIS, IT BEING AGREED THAT TENANT
WILL LEASE THE PREMISES IN THEIR PRESENT CONDITION, WITH ALL FAULTS. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PREMISES OR ANY COMPONENT PART THEREOF. TENANT ACKNOWLEDGES
THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED
TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED WITH RESPECT TO ANY OF THE PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION
AS TO (i) ITS FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP
THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv) VALUE, (v) COMPLIANCE WITH SPECIFICATIONS, (vi) LOCATION,
(vii) USE, (viii) CONDITION, (ix) MERCHANTABILITY, (x) QUALITY, (xi) DESCRIPTION, (xii) DURABILITY, (xiii) OPERATION,
(xiv) THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, HAZARDOUS CONDITION OR HAZARDOUS ACTIVITY OR (xv) COMPLIANCE OF THE PREMISES
WITH ANY LAW OR LEGAL REQUIREMENT, TENANT ACKNOWLEDGES THAT THE PREMISES IS OF ITS SELECTION AND TO ITS SPECIFICATIONS AND THAT THE PREMISES
HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. THE PROVISIONS OF THIS SECTION 1.2 HAVE BEEN NEGOTIATED, AND ARE INTENDED
TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN),
WITH RESPECT TO ANY OF THE PREMISES, ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT
OR ARISING OTHERWISE.


 






    


     


    

 


ARTICLE II


TERM


 


2.1            The
terms and conditions of this Lease shall be effective from the date of execution of this Lease by Landlord and Tenant. The term of this
Lease (the "Lease Term") shall be twenty-five (25) years and shall commence on the Commencement Date specified
in Section 2.2 herein below. If the Commencement Date is not the first day of a month, then the Lease Term shall be the period set
forth in the immediately preceding sentence plus the partial month in which the Commencement Date occurs. The Lease Term shall also include
any properly exercised renewal or extension of the Lease Term.


 


2.2            The
Commencement Date shall be the Effective Date.


 


2.3            The
term “Lease Year” shall mean a period of twelve (12) consecutive months commencing on the Commencement
Date and each successive twelve (12) month period thereafter; provided, however, that if the Commencement Date is not the first day of
a month, then the second Lease Year shall commence on the first day of the month after the month in which the first anniversary of the
Commencement Date occurs.


 


2.4            Provided
no Event of Default has occurred and is continuing at the time notice is given or at the end of the then current Lease Term, Tenant shall
have the right and option, exercisable by written notice to the Landlord at least twelve (12) months prior to the expiration of the then
current Lease Term, to extend the Lease Term for two (2) periods of five (5) years each (each, a “Renewal Term”).
Upon the giving of each such notice, the Lease Term shall automatically be extended by such five (5) year period and no instrument
of extension need be executed. In the event that Tenant fails to give such notice to Landlord as provided, this Lease shall automatically
terminate at the end of the then current Lease Term and Tenant shall have no further right or option to renew or extend this Lease. Each
Renewal Term shall be on the same terms and conditions as the original Lease Term, except that the Tenant shall have no further options
to renew or extend the Lease Term (except as specified above) and the Base Rent during such Renewal Terms shall be as set forth in Section 3.3
hereof.


 


2.5            Tenant
shall have a one-time right to terminate the Lease effective as of the last day of the fifteenth (15th) Lease Year provided
(i) Tenant gives Landlord no less than twelve (12) months' prior written notice (the “Termination Notice”); and (ii) Tenant
pays Landlord a termination fee in an amount equal to one million seven hundred six thousand nine
hundred sixty-six and No/100 dollars ($1,706,966.00) (the “Termination Fee”). At the time that Tenant delivers the
Termination Notice to Landlord, one-half of the Termination Fee shall accompany such notice with the remaining one-half to be paid on
or prior to the termination date. Tenant’s obligations under this Section 2.5 related to the payment of the Termination Fee
shall survive the expiration of the Lease.


 






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ARTICLE III


BASE RENT


 


3.1            During
the first Lease Year of the Lease Term, Tenant shall pay to Landlord as annual base rent for the Premises (the "Base Rent")
the amount of four hundred ninety-nine thousand seven hundred thirty and 00/100 Dollars
($499,730.00) payable in equal monthly installments in advance of forty-one thousand six hundred
forty-four and 17/100 Dollars ($41,644.17).


 


3.2            Notwithstanding
anything in Section 3.1 above to the contrary, the Base Rent set forth in Section 3.1 shall be upwardly adjusted as follows:


 


On the first day of the second
Lease Year and on the first day of each Lease Year thereafter throughout the initial Lease Term, the Base Rent shall be upwardly adjusted
by the product of (i) 2.50% and (ii) the Base Rent in effect immediately prior to such increase.


 


3.3            If
Tenant exercises its right to extend the Lease as set forth in Section 2.4 above, then the Base Rent during such Renewal Terms for
purposes of Section 3.1 above shall be determined as follows:


 


On the first day of the first
Renewal Term, and on the first day of each Lease Year thereafter throughout the remainder of the first Renewal Term, the Base Rent shall
be upwardly adjusted by the product of (i) 2.50% and (ii) the Base Rent in effect immediately prior to such increase.


 


On the first day of the second
Renewal Term, and on the first day of each Lease Year thereafter throughout the remainder of the second Renewal Term, the Base Rent shall
be upwardly adjusted by the product of (i) 2.50% and (ii) the Base Rent in effect immediately prior to such increase.


 


3.4            Each
monthly installment of Base Rent shall be due and payable in advance on the first day of each month during each Lease Year, without offset,
deduction or demand except as otherwise expressly provided in this Lease. If the Commencement Date is not the first day of a month, then
the Base Rent from the Commencement Date until the first day of the following month shall be prorated on a per diem basis at the rate
of one divided by the total number of days in such month multiplied by the amount of the monthly installment of the Base Rent payable
during the first Lease Year, and Tenant shall pay such prorated installment in advance on the Commencement Date.


 


3.5            All
sums payable by Tenant shall be paid to Landlord in legal tender of the United States, at the address to which notices to Landlord are
to be given or to such other party or such other address as Landlord may designate in writing. At Landlord’s request, all payments
of Base Rent and additional rent shall be made by electronic funds transfer. Landlord's acceptance of rent after it shall have become
due and payable shall not excuse a delay upon subsequent occasions nor constitute a waiver of rights, notwithstanding any endorsement
or restriction that Tenant may include with such payment.


 






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ARTICLE IV


TAXES, UTILITIES, LEGAL REQUIREMENTS, NET
LEASE


 


4.1            Tenant
further covenants and agrees to pay, before delinquency, directly to the taxing authority any and all real property taxes and any payments
in lieu thereof levied against the Premises whether accruing prior to or after the Effective Date, including all portions thereof (and
any replacement or substitution therefor), all taxes of every name and nature assessed against the Premises by any taxing authority for
any cause whatsoever, all assessments by any taxing authority which are a lien or a charge against the Premises and all water pollution
charges (or any replacement or substitution therefor) regardless of sources, levied against the Premises directly to the taxing authority
(collectively, "Real Property Taxes"). Notwithstanding any contrary provision herein, Tenant agrees to
pay prior to delinquency any franchise tax, sales tax, transfer tax, or otherwise respecting this Lease, and all other similar taxes whether
now levied or hereafter imposed (collectively, “Lease Tax”). If Tenant fails to the pay the Lease Tax
prior to delinquency and Landlord pays the Lease Tax, Tenant shall pay to Landlord the Lease Tax, as additional rent. If any Real Property
Taxes are payable in installments, Tenant shall be permitted to pay such Real Property Taxes in the maximum number of installments on
or prior to the due date thereunder. Tenant shall pay, prior to delinquency any tax on the rent due and payable by Tenant to Landlord
under this Lease (“Rent Tax”), if any. Rent Tax, Lease Tax, and Real Property Taxes shall not include
any income, excess profits, gift, inheritance, entity formation, or death tax of Landlord. If Landlord is required to pay the Rent Tax
directly to taxing authority, Landlord shall inform Tenant of the amount of such Rent Tax and Tenant shall pay such Rent Tax to Landlord
as additional rent with each payment of Base Rent due under this Lease. If Tenant shall fail to make any Real Property Taxes, Rent Tax
or Lease Tax payment on a timely basis, then Tenant shall be responsible for any penalties or interest charges resulting from late payment
of such Real Property Taxes. Notwithstanding anything contained herein to the contrary, at any time during the Lease Term following an
Event of Default, Landlord shall have the right, at Landlord's option, upon twenty (20) days prior written notice to Tenant, to take over
direct payment of the Real Property Taxes, in which event Tenant shall be obligated to pay or reimburse Landlord directly for such Real
Property Taxes within thirty (30) days after receipt of any bill therefor. In addition, at Landlord’s option, exercisable at any
time after Landlord elects to begin paying the Real Property Taxes pursuant to the immediately preceding sentence, Tenant shall be obligated
to pay to Landlord, on a monthly basis, one-twelfth (1/12) of Landlord's reasonable estimate of the annual amount of the Real Property
Taxes, the Lease Tax or the Rent Tax, as applicable. In the event Landlord elects to pay the Real Property Taxes directly to the taxing
authority or collect estimated payments for the Real Property Taxes, Tenant shall have no obligation to pay for any late fees or interest
charges on the late payment of any Real Property Taxes by Landlord, so long as Tenant has timely made all estimated Real Property Taxes
payments required by this Lease. In the event Landlord collects such estimate, Landlord shall reconcile such estimate with the actual
Real Property Taxes and shall send Tenant a reconciliation statement after the end of each calendar year. If such statement shows that
there was an underpayment, then Tenant shall pay such shortfall to Landlord within twenty (20) days after receipt of such statement. If
such statement shows an overpayment, Landlord shall either promptly reimburse Tenant for such overpayment, or credit the amount of such
overpayment against the next monthly installment of Real Property Taxes due hereunder. Tenant shall have the right, at Tenant’s
sole cost and expense, to appeal or otherwise attempt to reduce the Real Property Taxes on the Premises from time to time and Landlord
agrees to reasonably cooperate with Tenant (at no cost to Landlord) in connection therewith.


 






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4.2            Tenant
covenants and agrees to pay all charges for heat, light, water, telephone and any and all other utilities and other expenses related to
the Premises, including meter and rental charges, and all expenses of every kind and nature reasonably required to keep the Premises in
good physical condition and repair and in compliance with all laws, ordinances, declarations, covenants, restrictions (including any and
all assessments related thereto), departmental regulations and insurance requirements of every name and nature during the Lease Term.
Tenant shall have all utilities placed in its own name and shall make all such payments directly to the appropriate utility company, or,
if such direct payment is not possible, Tenant shall reimburse Landlord for such costs within twenty (20) days upon request therefor.
Tenant shall be responsible for the payment to the appropriate party of any and all costs, fees, assessments or other charges applicable
to any shared or private road agreements, any property association, and all other similar agreements and arrangements.


 


4.3            Tenant
shall comply with and cause the Premises to comply with, and shall cause any subtenant to comply with, and shall assume all obligations
and liabilities with respect to: (i) all applicable statutes, codes, licenses, permits, rules, laws, ordinances and regulations,
and other governmental rules, orders and determinations presently in effect or hereafter enacted, made or issued, applicable to the Premises
or the ownership, operation, use or possession thereof, including, without limitation, all Environmental Laws (defined hereinafter) and
all health, building, fire, safety and other codes, ordinances and requirements, in each case as amended, and any judicial or administrative
interpretations thereof, including any judicial order, consent, decree or judgment, and (ii) all contracts (including, but not limited
to, insurance policies (including, without limitation to the extent necessary to prevent cancellation thereof and to insure full payment
of any claims made under such policies), agreements, declarations, covenants, conditions and restrictions (including, without limitation,
all terms, covenants, conditions, obligations and liabilities under any and all recorded documents encumbering the Premises) now or hereafter
applicable to the Premises or the ownership, operation, use or possession thereof (collectively, "Legal Requirements").


 


4.4            This
Lease is an absolute net lease and, any present or future law to the contrary notwithstanding, except as otherwise expressly provided
herein, shall not terminate, nor shall Tenant be entitled to any abatement, reduction, diminution, set-off, counterclaim, defense or deduction
with respect to any Base Rent or other sums payable hereunder, nor except as otherwise expressly provided herein, shall the obligations
of Tenant hereunder be affected by reason of: any damage to or destruction of the Premises or any portion thereof; any defect in the condition,
design, operation or fitness for use of the Premises or any portion thereof; any taking of the Premises or any part thereof by condemnation
or eminent domain (but which shall be subject to the provisions of Article XIV); any eviction by paramount title or otherwise; the
impossibility or illegality of performance by Landlord, Tenant or both; any action of any governmental authority, including, without limitation
changes in Legal Requirements; construction on or renovation of the Premises; market or economic changes; or any failure of the Premises
to comply with applicable laws or Legal Requirements. All costs, expenses and obligations of every kind and nature whatsoever relating
to the Premises and the appurtenances hereto and the use and occupancy thereof that may arise or become due and payable with respect to
the period that ends on the expiration or earlier termination of the Lease Term in accordance with the provisions hereof (whether or not
the same shall become payable during the Lease Term or thereafter) shall be paid by Tenant, except as otherwise expressly provided in
this Lease. It is the purpose and intention of the parties to this Lease that the rent due to Landlord hereunder shall be absolutely net
to Landlord and that this Lease shall yield, net to Landlord the Base Rent and any other amounts payable to Landlord provided in this
Lease. The parties intend that the obligations of Tenant hereunder shall be separate and independent covenants and agreements and shall
continue unaffected unless such obligations shall have been modified or terminated pursuant to an express provision of this Lease.


 






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ARTICLE V


USE OF PREMISES


 


5.1            Tenant
shall use the Premises solely for the purpose of general office, warehousing, and light manufacturing and for no other use or purpose
whatsoever. Tenant shall comply at its expense with all present and future laws, ordinances, regulations and orders of all concerned authorities
having jurisdiction over the Premises (including, without limitation, the Americans with Disabilities Act, as same may be amended (the
“ADA”), and any regulation requiring the sorting or separation of refuse and trash) concerning the Premises
(and the use and occupancy thereof) and all machinery, equipment and furnishings therein. If any such law, ordinance, regulation or order
requires an occupancy or use permit for the Premises, then Tenant shall obtain and keep current such permit at Tenant's expense and promptly
deliver a copy thereof to Landlord.


 


5.2            Tenant
shall pay, before delinquency, any business, rent or other tax or fee that is now or hereafter assessed or imposed upon Tenant's use or
occupancy of the Premises, the rent of the Premises, the conduct of Tenant's business in the Premises or Tenant's equipment, fixtures,
furnishings, inventory or personal property. If any such tax or fee is enacted or altered so that such tax or fee is imposed upon Landlord
or so that Landlord is responsible for collection or payment thereof, then Tenant shall pay the amount of such tax or fee within thirty
(30) days after Landlord's demand therefor. Nothing contained in this Lease shall require Tenant to pay to Landlord any tax that Tenant
has already paid directly to the taxing authority, pursuant to this Section 5.2 or any other provision of this Lease.


 






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ARTICLE VI


ASSIGNMENT AND SUBLETTING


 


6.1            Notwithstanding
Section 6.2 and Section 6.3 below, provided that no Event of Default has occurred and is continuing under this Lease, this Lease
may be assigned by Tenant upon prior written notice to Landlord without Landlord’s consent to an entity into or with which
Tenant is merged or consolidated or with an entity to which all or substantially all of Tenant’s assets are transferred, or to a
transfer of a majority of the capital stock, partnership or other equity or legal or beneficial interest of Tenant, provided however,
that in each such proposed transaction the assignee or transferee is a Qualified Operator (as herein after defined).  No assignment
of this Lease, or deemed assignment of this Lease, shall release Tenant from its obligations to Landlord, all of which shall survive any
such assignment as provided for herein. Tenant shall also provide Landlord with a copy of any such assignment documentation. For purposes
of this Section 6.1, a "Qualified Operator" shall mean an entity that immediately after an assignment
of this Lease including a deemed assignment (as calculated in accordance with generally accepted accounting principles (“GAAP”)
that (i) has a tangible net worth and creditworthiness at least equal to the tangible net worth and creditworthiness of Guarantor
as of the Effective Date (and Tenant shall provide Landlord with documentation satisfactory to Landlord evidencing same), or (ii) deposits
with Landlord a security deposit (which may be in the form of cash or letter of credit) in an amount equal to twelve (12) months’
worth of Tenant’s obligations under this Lease (the “Qualified Operator Security Deposit”) in order
to secure the Qualified Operator’s full and faithful performance of all the Tenant’s obligations herein set forth, which may
be used and applied by Landlord to compensate Landlord for such Qualified Operator’s non-performance of any obligation or covenant
herein. Provided that there then exists no Event of Default under this Lease which remains uncured, the Qualified Operator Security Deposit
shall be returned to the Qualified Operator following the Qualified Operator obtaining the financial metrics set forth in clause (i) above
for a period of two (2) consecutive fiscal years and upon Landlord’s receipt of written evidence reasonably acceptable to Landlord
from the Qualified Operator indicating such.


 


6.2            Tenant
shall not assign this Lease or any of Tenant’s rights or obligations hereunder or sublet or permit anyone to occupy the Premises
or any part thereof, without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed. The parties hereby
agree and acknowledge that it shall be reasonable for Landlord to request information and documentation (including, by way of example
only, a proforma income statement and balance sheet) surrounding the creditworthiness of any proposed sublessee in connection with any
request for Landlord’s consent under this Article VI. Any assignment, subletting, or occupancy, Landlord's consent thereto
or Landlord's collection or acceptance of rent from any assignee, subtenant or occupant, shall not be construed as a waiver or release
of Tenant from liability hereunder (it being understood that Tenant shall at all times remain primarily liable as a principal and not
as a guarantor or a surety) and shall not be construed as relieving Tenant or any subtenant from the obligation of obtaining Landlord's
prior written consent to any subsequent assignment, subletting or occupancy. All restrictions and obligations imposed pursuant to this
Lease on Tenant or the use and occupancy of the Premises shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and
Tenant shall cause such persons to comply with all such restrictions and obligations. Tenant shall not hypothecate this Lease. Tenant
shall pay the expenses incurred by Landlord in connection with any request for assignment, subletting or occupancy, provided that such
expenses shall not exceed $2,500.00 per request. The parties hereby agree and acknowledge that it shall be reasonable for Landlord to
request information and documentation (including, by way of example only, a proforma income statement and balance sheet) surrounding the
creditworthiness of any proposed assignee or sublessee in connection with any request for Landlord’s consent under this Article VI.


 






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6.3            If
Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change of partners owning a controlling interest in Tenant
shall be deemed a voluntary assignment of this Lease. If Tenant is a corporation, limited liability company or a partnership with a corporate
general partner, then any dissolution, merger, consolidation or other reorganization of Tenant (or such corporate general partner), or
any sale or transfer of a controlling interest of its capital stock, membership interests and/or partnership interests, shall be deemed
a voluntary assignment of this Lease. Whether Tenant is a partnership, corporation, limited liability company or any other type of entity,
then at the option of Landlord, a sale of all or substantially all of its assets shall also be deemed a voluntary assignment of this Lease.
Any such voluntary assignment of this Lease shall require the prior written consent of Landlord hereunder in each instance.


 


6.4            Except
in connection with a sublease to Tenant’s affiliate, if any sublease of the Premises, assignment or other transfer of this Lease
(whether by operation of law or otherwise) provides that the subtenant, assignee or other transferee (or any affiliate thereof) is to
pay any amount in excess of the rent and other charges due under this Lease after taking into consideration all costs incurred by Tenant
in connection with such sublease, (including without limitation, allowances, abatements, tenant improvement costs, leasing commissions,
marketing expenses, and legal fees), which shall be amortized on a straight line basis over the term of such sublease, then, whether such
excess be in the form of an increased rental, lump sum payment, payment for the sale or lease of fixtures or other leasehold improvements
or any other form (and if the applicable space does not constitute the entire Premises, the amount and existence of such excess shall
be determined on a pro rata basis), Tenant shall pay to Landlord fifty percent (50%) any such excess actually received by Tenant in no
event later than thirty (30) days after Tenant's receipt thereof. Landlord shall have the right to inspect and audit Tenant's books and
records relating to any such sublease or transfer that would be subject to this Section 6.4. Any sublease, assignment or other transfer
shall be effected on forms supplied or reasonably approved by Landlord and in no event shall any sublease term extend beyond the Lease
Term.


 






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ARTICLE VII


MAINTENANCE AND REPAIRS


 


7.1            Tenant
shall maintain, repair and replace all aspects of the Premises including, but not limited to, the flooring, the interior and exterior
walls, roof, footings and foundations of the Building now existing on the Premises or any other building constructed thereon, the parking
areas/lots, sidewalks and curbs, the landscaping and all fixtures, equipment, motors, machinery, pipes, conduits, mechanical, electrical,
HVAC and plumbing systems located within the Building or otherwise on the Premises so as to keep the Premises in good working order at
all times during the Lease Term, and in doing so, Tenant agrees to complete such maintenance, repairs and replacements at such times and
in such a manner consistent with prudent owners of improved commercial real property similar in character and use and Tenant further agrees
to perform any and all commercially reasonable preventative maintenance. Tenant shall keep the foregoing in a clean, safe, sanitary and
good operating condition and in compliance with all Legal Requirements, shall take good care thereof and make all repairs thereto and
replacements thereof (whether inside or outside the Building and whether structural or non-structural), shall suffer no waste or injury
thereto, and at the expiration or earlier termination of the Lease Term, shall surrender the Premises in a clean and good operating condition,
normal wear and tear excepted so long as Tenant has complied with its maintenance, repair and replacement obligations set forth herein
with respect to all aspects of the Premises, and damage from casualty and condemnation excepted in accordance with Article XIII and
Article XIV hereof. Tenant shall, throughout the Lease Term, maintain a quarterly maintenance contract with a duly qualified contractor
providing for maintenance and repair of the HVAC systems serving the Premises. Any existing warranties pertaining to the roof or the HVAC
systems serving the Premises shall inure to the benefit of Tenant and Landlord, and Landlord shall reasonably cooperate with Tenant, at
no expense to Landlord, in enforcing same. Without in any way diminishing Tenant’s general obligation to maintain, repair and replace
the roof and roofing systems (and the components thereof) of the buildings located at the Premises as and when necessary, once every three
years throughout the Lease Term, Tenant shall, at its sole cost and expense, hire a duly qualified roofing contractor that shall have
expertise in roof repair and maintenance work to complete an inspection of the roof and roofing systems (and the components thereof) of
the office building located at the Premises. Following the inspection, Tenant shall cause the contractor to issue Tenant a written report
summarizing the results of the inspection. Tenant shall promptly provide Landlord with a copy of such inspection report following the
completion of the inspection.


 


7.2            All
injury, breakage and damage to the Premises shall be repaired or replaced (as applicable) by and at Tenant's expense, except that, if
Tenant fails to commence making any such repair or replacement within twenty (20) days (or such shorter period as is appropriate in cases
of emergency) after Landlord’s notice of such requirement, and fails to diligently complete such repairs within a reasonable time
after commencement, Landlord shall have the right at Landlord's option to make any such repair or replacement and to charge Tenant for
all reasonable actual costs and expenses incurred in connection therewith.


 


7.3            Landlord
and its agents shall have the right, upon five (5) days prior notice to Tenant (except in the event of an emergency when prior notice
shall not be required), to enter the Premises and conduct inspections to confirm that Tenant has complied with its maintenance and repair
obligations under this Lease (each such inspection, a "Landlord Inspection"). If, pursuant to a Landlord
Inspection, Landlord in its reasonable discretion determines that repair work is necessary to maintain the Premises in good and working
condition (the "Repair Work"), then Landlord shall give Tenant written notice describing the Repair Work and Tenant shall complete
the Repair Work at Tenant's sole cost and expense within thirty (30) days thereafter except that if the nature of the work is such that
the same cannot be reasonably expected to be completed within thirty (30) days Tenant shall have such additional time to complete the
same as it may reasonably require so long as Tenant commences such work within such 30-day period and diligently pursues same to completion,
but in no event, but subject to the provisions of Section 20.19 hereof, shall the time period exceed ninety (90) days. In the event
that Tenant fails to perform the Repair Work as required by the immediately preceding sentence, Landlord shall have the option to perform
the Repair Work itself, in which case Tenant shall be obligated to pay or reimburse Landlord for the cost of such Repair Work within thirty
(30) days after receipt of an invoice therefor, and any such amounts owed by Tenant to Landlord shall be considered as additional rent
under this Lease.


 






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7.4            Prior
to any entry onto the Premises as provided for herein, the parties hereby agree that Landlord shall cause its agents to carry commercially
reasonable amounts of commercial general liability and auto liability insurance (which certificates of insurance shall name Landlord and
Tenant as additional insureds).  In addition, prior to any entry onto the Premises by Landlord, Landlord shall cause its certificate
of insurance to be updated to name Tenant as an additional insured and the parties acknowledge that Landlord’s commercial general
liability and auto liability insurance shall be in the minimum amounts of $1,000,000 per occurrence and $2,000,000 in the aggregate and
with respect to any claims caused by Landlord in connection with its entry onto the Premises, Landlord’s insurance, including any
excess insurance, shall be primary to any insurance held by Tenant hereunder.


 


7.5            The
parties agree and acknowledge that Landlord and Tenant shall mutually agree upon a firm to prepare a new property condition assessment
report for the Premises (the “PCR”), the cost of which shall be shared equally by Landlord and Tenant
between the 14th and the 15th Lease Years (and in no event later than the completion of the fifteenth (15th)
Lease Year). If (i) the PCR lists immediate or short-term repairs, replacements or alterations required on the Premises (regardless
of if such repair, replacement or alteration is capital in nature) or (ii) an alteration or repair to the Premises is required by
any applicable law, then, Tenant, at Tenant's sole cost and expense, shall promptly complete such alteration, repair or replacement in
accordance with this Lease. Notwithstanding the foregoing, if the PCR identifies replacements that are the result of normal wear and tear
and not due to neglect or waste by Tenant and such replacement (i) constitutes a capital replacement in accordance with generally
accepted accounting principles (“GAAP”, and such replacement, a “Capital Replacement”)
and (ii) such Capital Replacement is required to be performed during the last five (5) years of the original Lease Term, then
the parties hereby agree that such Capital Replacement shall be completed by Tenant, but the cost thereof shall be amortized on a straight-line
basis over the estimated useful life of such Capital Replacement (which shall be determined based on the longer of (x) the effective
useful life schedule laid out in the PCR, or (y) GAAP standards), and Tenant shall be responsible for the amortized portion of such
cost that is attributable to the balance of the Lease Term (calculated from the time such Capital Replacement needs to be made pursuant
to the PCR), and Landlord shall be responsible for any unamortized balance of such cost; provided that notwithstanding the foregoing,
if Tenant subsequently exercises its right to renew the Lease Term, then Tenant shall continue to be responsible for the amortized portion
of such cost that is attributable to the balance of the Lease Term, as renewed. Notwithstanding anything contained herein to the contrary,
if a licensed engineer states that a Capital Replacement is due to neglect by Tenant or due to Tenant’s failure to comply with its
maintenance, repair and replacement obligations as set forth in this Lease, Tenant shall bear the full cost of such Capital Replacement,
including any reasonable costs incurred by Landlord to ensure that the Capital Replacement is completed in accordance with the terms of
this Lease.


 






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ARTICLE VIII


ALTERATIONS


 


8.1            Landlord
is under no obligation to make any alterations, decorations, additions, improvements, demolitions or other changes (each an “Alteration”,
and collectively "Alterations") in or to the Premises.


 


8.2            Tenant
shall not make or permit anyone to make any Alteration in or to the Premises without Landlord’s prior written consent, which consent
shall not be unreasonably withheld by Landlord. With respect to an Alteration that is structural in nature, Landlord shall not unreasonably
withhold its consent so long as the proposed Alteration does not negatively impact the structure and/or the usability of the Building
and/or the Building’s systems. Provided no Event of Default has occurred and is continuing, Tenant may, upon prior notice to Landlord,
but without requiring Landlord’s consent, make interior, cosmetic and non-structural Alterations (that do not affect the structure
of the Building or the Building’s systems) to the Premises costing no more than $200,000.00 in the aggregate on an annual basis.
In all events, upon completion, any such Alterations (either interior or exterior or structural or non-structural) shall not adversely
affect the structural safety of the Premises and shall not change the use configurations of the Premises as they exist on the Effective
Date (by way of example, Tenant shall in no event be permitted to convert office space in the Premises to manufacturing and vice versa
without Landlord’s prior written consent) or otherwise change the intended use or character of the space. Any Alteration that Tenant
shall make to the Premises shall be made: (a) in a good, workmanlike, first-class and prompt manner; (b) using new materials
only; (c) by a licensed and qualified contractor and, for any Alterations for which the Landlord’s consent is required, in
accordance with plans and specifications approved in writing by Landlord; and (d) in accordance with Legal Requirements (including,
without limitation, the obtaining of all necessary permits and licenses) and requirements of any insurance company insuring the Premises;
(e) if required under applicable law, after causing its contractors to obtain a workmen's compensation insurance policy approved
in writing by Landlord; and (f) in compliance with such other reasonable requirements as Landlord might impose. Following completion
of any Alteration, Tenant shall deliver to Landlord written, unconditional waivers of mechanics' and materialmen's liens against the Premises
from all proposed contractors, subcontractors, laborers and material suppliers for all work and materials in connection with such Alteration.
If any lien (or a petition to establish a lien) is filed in connection with any Alteration or any other work performed for Tenant or materials
delivered to Tenant at the Premises, then such lien (or petition) shall be discharged or bonded over by Tenant at Tenant's expense within
twenty (20) days thereafter by the payment thereof or filing of a bond acceptable to Landlord. If consent is required by this Lease, Landlord's
consent to the making of an Alteration shall be deemed not to constitute Landlord's consent to subject its interest in the Premises to
liens which may be filed in connection therewith. Nothing contained in this Section 8.2 shall be construed to prohibit Tenant from
contesting in good faith, any such lien so long as such lien is discharged or bonded over as provided for herein.


 






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8.3            Unless
Landlord elects otherwise pursuant to this Section 8.3, all Alterations to the Premises made by either party shall immediately become
Landlord's property and shall remain upon and be surrendered with the Premises at the expiration or earlier termination of the Lease Term;
provided, however, that if Tenant is not in default under this Lease beyond any applicable notice and cure periods, then Tenant shall
have the right to remove, prior to the expiration or earlier termination of the Lease Term, all movable furniture, furnishings, equipment
and trade fixtures (expressly excluding any emergency generators) installed in the Premises solely at Tenant's expense. Notwithstanding
anything to the contrary in this Section 8.3, Tenant shall also be required to remove all Alterations to the Premises and all non-trade
fixtures and equipment which Landlord designates in writing for removal (which designation shall be provided to Tenant in conjunction
with and simultaneously with any request for Landlord consent to any Alterations as may be required hereunder or no later than ninety
(90) days prior to the expiration of the Lease Term if Landlord’s consent was not required). If requested by Tenant, Landlord shall
notify Tenant in writing prior to the commencement of any Alterations whether or not Landlord will require removal of such Alterations
from the Premises on expiration or earlier termination of the Lease Term. Landlord shall have the right to repair or replace at Tenant's
expense all damage to the Premises caused by any such removals or to require Tenant to do the same. If any such furniture, furnishing
or trade fixture is not removed by Tenant prior to the expiration or earlier termination of the Lease Term, then the same shall, at Landlord's
option, become Landlord's property and shall be surrendered with the Premises as a part thereof; provided, however, that Landlord shall
have the right to remove from the Premises at Tenant's expense such furniture, furnishing or trade fixture and any Alteration, non-trade
fixture or equipment (which Landlord designates in writing for removal pursuant to the terms of this Section 8.3). Upon the expiration
of the Lease Term, Tenant shall leave the Premises broom clean and in good condition and repair. Notwithstanding anything to the contrary
contained herein, all emergency generators located at the Premises as of the Commencement Date shall not be removed from the Premises
without the prior written consent of Landlord.


 


8.4.            Subject
to the terms and conditions set forth herein, Landlord agrees to provide Tenant with a tenant improvement allowance in an amount up to
TWO MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($2,400,000.00) (the “Tenant Improvement Allowance”).
The parties agree and acknowledge that (i) TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) of the Tenant Improvement Allowance
must be used for the immediate short-term repairs as identified on Exhibit C attached hereto and made a part
hereof as the “immediate/short term repairs” (collectively, the “Short-Term Repairs”); (ii) EIGHT
HUNDRED THIRTY THOUSAND AND NO/100 DOLLARS ($830,000.00) must be used for the roof replacement as identified on Exhibit C
(the “Roof Replacement”); and (iii) ONE HUNDRED FORTY FIVE THOUSAND AND NO/100 DOLLARS ($145,000.00)
must be used for those certain replacements and work identified on Exhibit C (the “Replacement
Items”). The remaining balance of the Tenant Improvement Allowance in the amount of ONE MILLION FOUR HUNDRED THOUSAND
AND NO/100 DOLLARS ($1,400,000.00) shall be used by Tenant to complete certain office renovation and improvement work at the Premises
(the “Office Work” and together with the Short-Term Repairs, the Roof Replacement and the Replacement
Items, referred to herein collectively, as the “Improvement Work”). Tenant shall, following the Commencement
Date, commence and thereafter diligently complete the Improvement Work in accordance with the schedule set forth in Exhibit C
attached hereto and made a part hereof. Landlord and Tenant acknowledge and agree that following the completion of the Roof Replacement
and the Replacement Items, such items shall be assets of the Landlord (provided that the foregoing shall in no way be construed to impose
any maintenance, repair or replacement obligations on the Landlord with respect to such assets, which obligations shall remain with Tenant
as set forth herein).


 






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Tenant shall only use licensed
contractors and subcontractors in the construction of the Improvement Work. It is understood that all such contractors shall be qualified
and have expertise in the applicable area of work being performed. With respect to the Replacement Items (including the roof work), Tenant
shall use a contractor subject to Landlord’s prior approval, such approval shall not be unreasonably withheld, conditioned or delayed.
The Replacement Items shall not be completed unless and until Landlord has approved the plans and specifications, such approval not to
be unreasonably withheld, conditioned or delayed. No work shall commence at the Premises and specifications for any Improvement Work such
approval not to be unreasonably withheld, conditioned or delayed. Tenant agrees to complete the Improvement Work substantially in accordance
with the approved plans and specifications by entering into a construction contract with the approved contractor and Tenant shall promptly
provide Landlord with a copy of such contract.


 


Tenant shall not be responsible
for any supervisory fee of Landlord or construction management fee of Landlord, but Tenant shall be responsible for reimbursing Landlord
for any and all costs and expenses associated with Landlord’s review and approval of the plans and specifications for the Roof Replacement
not to exceed $2,500.00. Accordingly, all such costs and expenses incurred by Landlord, shall be deducted from the Tenant Improvement
Allowance prior to the commencement of Roof Replacement.


 


Tenant shall have the obligation
to obtain all permits and governmental approvals required for completion of the Improvement Work, if any, and shall maintain for inspection
by Landlord copies of all approvals, permits, inspections, reports and other governmental consents obtained by Tenant, if any, and shall
provide Landlord with copies of same upon request. The Improvement Work shall be constructed by Tenant and the approved contractor and
its representatives in a good and workmanlike manner and all construction and improvements resulting from the Improvement Work shall comply
with all Legal Requirements. Tenant, in addition to the approved general contractor, will provide Landlord with the name of any and all
subcontractors, construction managers and other building or design professionals working at the Premises, along with evidence of such
party’s insurance and any other information that Landlord may reasonably request. Landlord and its agents shall have the right at
all reasonable times to access the Premises to inspect the progress of construction.


 






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Tenant’s receipt of
the Tenant Improvement Allowance related to the Improvement Work is further conditioned upon such work being completed and invoiced no
later than the schedule set forth on Exhibit C.


 


Notwithstanding anything contained
herein to the contrary, the parties agree and acknowledge that (i) the Office Repairs shall be completed on or prior to the completion
of the second (2nd) Lease Year, and even if the work is completed sooner, Landlord shall have no obligation to provide any
portion of the Tenant Improvement Allowance for the Office Work prior to the commencement of the second (2nd) Lease Year (and
subject to Tenant’s satisfaction of the other terms and conditions set forth herein); (ii) the Roof Replacement shall be completed
on or prior to the completion of the fourth (4th) Lease Year, and even if the work is completed sooner, Landlord shall have
no obligation to provide any portion of the Tenant Improvement Allowance for the Roof Replacement prior to the commencement of the fourth
(4th) Lease Year (and subject to Tenant’s satisfaction of the other terms and conditions set forth herein) and (iii) the
Replacement Items shall be completed on or prior to the completion of the fifth (5th) Lease Year, and even if the Replacement
Items are completed sooner, Landlord shall have no obligation to provide any portion of the Tenant Improvement Allowance for the Replacement
Items prior to the commencement of the fifth (5th) Lease Year (and subject to Tenant’s satisfaction of the other terms
and conditions set forth herein).


 


Subject to the conditions
provided in this Lease, the Tenant Improvement Allowance shall be paid to Tenant within thirty (30) days of satisfaction of all of the
following: (i) Landlord’s receipt of (a) Tenant’s invoice(s) detailing the costs and expenses of the portion
of the Improvement Work that Tenant seeks reimbursement for and any other written documentation reasonably requested by Landlord; (b) copies
of Tenant’s approved building permit drawings for the applicable portion of the Improvement Work; (c) copies of “as-built”
drawings for the applicable portion of the Improvement Work; (d) copies of executed lien waivers as set forth in more detail below;
(e) copy of the Warranty (as defined below); and (f) updated and amended insurance certificates, if required. Subject to the
terms and conditions provided for herein, any remaining unused Tenant Improvement Allowance may be used by Tenant toward the cost of additional
leasehold improvements to the Premises, but not otherwise. In the event that the Improvement Work occurs in separate phases or separate
projects, Landlord shall cause the disbursement of the portion of the Tenant Improvement Allowance applicable to the portion of the Improvement
Work so completed, upon Tenant complying with the provisions of this Section 8.4 applicable to such portion. Notwithstanding anything
contained herein to the contrary, in the event the cost to complete the Improvement Work exceeds the Tenant Improvement Allowance, then
Tenant shall be responsible, at its sole cost and expense, for any such excess costs and expenses. In addition, Tenant shall obtain commercially
reasonable warranties from the general contractor(s) completing the Improvement Work for the benefit of Tenant and Landlord (collectively,
the “Warranty”). In addition, for so long as the Warranty is in effect, Tenant will use commercially
reasonable efforts to enforce any such Warranty extended to Tenant and Landlord covering the Improvement Work.


 






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Subject to terms and conditions
set forth herein, in the event Landlord fails to reimburse Tenant for a portion of the Tenant Improvement Allowance that Tenant seeks
reimbursement for (and provided Tenant has complied with its obligations contained herein with respect to the reimbursement of such portion
of the Tenant Improvement Allowance) within thirty (30) days after Tenant’s second request for reimbursement, then Tenant shall
have the right to offset the unpaid portion of the Tenant Improvement Allowance that Tenant is seeking reimbursement for, together with
interest thereon at the Default Rate, against the next installment(s) of Base Rent due under this Lease until the portion of the
Tenant Improvement Allowance that Tenant is seeking reimbursement for (including any interest thereon as set forth above) has been recouped
in full (“Tenant’s Improvement Allowance Offset Right”). Notwithstanding anything contained herein
to the contrary, Tenant shall not be entitled to exercise Tenant’s Improvement Allowance Offset Right (i) if an Event of Default
has occurred and exists hereunder, or (ii) if Tenant has not satisfied all of the conditions contained in Section 8.4 of this
Lease with respect to the payment of the Tenant Improvement Allowance.


 


Tenant shall indemnify, defend
and hold harmless Landlord against all actions, claims, loss, liability, costs, reasonable attorneys’ fees, damages or interest
charges related to the Improvement Work, including, without limitation, any liens filed by Tenant’s contractors, subcontractors
or workmen in connection with the Improvement Work. The provisions of Section 8.2 herein shall apply to any liens filed in connection
with the Improvement Work. Tenant shall cause its contractors, subcontractors, vendors and/or suppliers to execute lien waivers contemporaneously
with each respective receipt of payment, and Tenant shall provide copies of such fully executed lien waivers to Landlord within fifteen
(15) days of Tenant’s receipt. Tenant shall immediately repair or cause to be repaired, at its sole cost or expense, all damage
caused to the Premises by Tenant’s contractors, subcontractors, vendors, and/or suppliers. Tenant’s obligations and liabilities
provided for herein shall survive the expiration or earlier termination of this Lease.


 


ARTICLE IX


SIGNS


 


9.1            Tenant,
at Tenant's expense, shall have the right to maintain throughout the Lease Term its existing (and any replacement) signage located on
the Building; provided, however, that any new, replacement, or additional signs shall be subject to any required municipal permits or
approvals and to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant,
at Tenant's expense, shall be obligated to remove all such signs upon the expiration or earlier termination of the Lease Term and shall
restore the Premises to its previous condition.


 






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ARTICLE X


HOLDING OVER


 


10.1            If
Tenant does not immediately surrender the Premises upon the expiration or earlier termination of the Lease Term, then the rent shall be
increased to equal one hundred twenty percent (120%) of the Base Rent that would have been payable pursuant to the provisions of this
Lease if the Lease Term had continued during such holdover period. Such rent shall be computed on a monthly basis and shall be payable
on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Premises
have been vacated. Landlord's acceptance of such rent shall not in any manner adversely affect Landlord's other rights and remedies, including
Landlord's right to evict Tenant and to recover damages. Landlord may, in addition to its other remedies, elect, in its sole discretion,
to treat such holding over by Tenant as the creation of a month-to-month tenancy. If such holdover lasts for more than thirty (30) days,
Tenant agrees to indemnify, defend and hold Landlord harmless from and against all loss and damages which Landlord may suffer or incur
in connection with claims by other parties against Landlord arising out of the holding over by Tenant, including, without limitation,
reasonable attorneys' fees which may be incurred by Landlord in defense of such claims. Except as specifically provided otherwise in this
Article, all terms and conditions of this Lease shall remain in full force and effect during such holdover period.


 


ARTICLE XI


INSURANCE


 


11.1            Throughout
the Lease Term, Tenant shall maintain, at its sole expense, the following types and amounts of insurance:


 


(i)            Insurance
against loss or damage to real property and personal property, including without limitation, the Building, any Alterations, the Premises
and the leasehold improvements under an “all risk” or “special form” insurance policy, which shall include, but
shall not be limited to, coverage against the perils of fire, lightning, wind, extended coverage, vandalism and malicious mischief and
sprinkler leakage and other risks normally included in the standard ISO special form and, if the Premises is located within a flood zone
and/or earthquake hazard zone as determined by an approved insurance company, shall also include flood insurance and/or earthquake insurance,
as applicable, at levels of coverage determined by Landlord in its reasonable discretion. Such insurance shall not contain any coinsurance
provision. In addition, Landlord shall be added as an “additional insured”, “loss payee”, and as the “building
owner” on the property insurance policy procured and maintained by Tenant in accordance with this Article XI and Tenant shall
obtain the applicable “Building Owner” endorsement to such policy. Such insurance shall be in amounts not less than 100% of
the full replacement value (without deduction for depreciation) of the improvements, and including replacement cost basis.


 






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(ii)            Broad
form comprehensive general liability insurance (written on an occurrence basis and including contractual liability coverage and an endorsement
for bodily injury) in minimum amounts carried by prudent tenants engaged in similar operations, but in no event in an amount less than
Five Million Dollars ($5,000,000.00) combined single limit per occurrence and Ten Million Dollars ($10,000,000.00) in the aggregate. Such
per occurrence and aggregate amounts may be achieved with a combination of commercial general liability and umbrella liability coverages.


 


(iii)            Workers’
compensation and Employers Liability insurance with statutorily mandated limits covering all persons employed by Tenant on the Premises
in connection with any work done on or about any portion of the Premises for which claims for death or bodily injury could be asserted
against Landlord, Tenant or the Premises.


 


(iv)            Business
interruption insurance in an amount sufficient to provide coverage of all of Tenant’s obligations under this Lease for a period
of no less than twelve (12) months. Such insurance is to follow the form of the real property “all risk” or “special
form” coverage and is not to contain a co-insurance clause. Such insurance is to have a minimum of 180 days of extended period of
indemnity.


 


(v)            Automobile
liability insurance, including owned, non-owned and hired car liability insurance for combined limits of liability of $5,000,000 per occurrence.
The limits of liability can be provided in a combination of an automobile liability policy and an umbrella liability policy.


 


(vi)            Comprehensive
Boiler and Machinery or Equipment Breakdown Insurance against loss or damage from explosion of any steam or pressure boilers or similar
apparatus, if any, and other building equipment including, without limitation, HVAC units located in or about the Premises and in an amount
equal to the lesser of 25% of the 100% replacement cost of the Premises or $5,000,000.


 


In the event there is a change of operations by
Tenant and such change results in an increased hazard, such additional and/or other insurance shall be procured and maintained by Tenant
and in such amounts as at the time is customarily carried by prudent owners or tenants with respect to improvements and personal property
similar in character, and location, use and occupancy to that of the Premises, provided that in any such event the insurance and amounts
thereof shall be in commercially reasonable amounts.


 






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11.2            Tenant
shall also carry property insurance in an amount not less than that required to replace all Alterations and all other contents of the
Premises. Tenant further covenants and agrees to cause all said insurance to be placed with insurance companies authorized and licensed
to issue such policies in the State of Michigan and approved by Landlord and to maintain such insurance at all times during the Lease
Term. Tenant covenants and agrees that each such policy shall (i) name Landlord, Landlord’s lender, property manager and any
other parties reasonably requested by Landlord as additional insureds on a primary and non-contributing basis, (ii) contain a provision
that Landlord shall be given thirty (30) days prior written notice of any material change or cancellation of said policy, (iii) contain
an endorsement waiving its rights of subrogation, and (iv) contain an endorsement that such insurance shall remain in full force
and effect notwithstanding that the insured may have waived its claims against any person prior to the occurrence of a loss. Tenant shall
deliver a certificate of such insurance and receipts evidencing payment of the premium for such insurance to Landlord concurrently with
Tenant's execution of this Lease and at least annually thereafter. In addition, upon request by Landlord from time to time, Tenant shall
provide Landlord with copies of all of its insurance policies and endorsements evidencing that the requirements set forth above in this
Section have been satisfied. Any insurer carrying insurance for Tenant pursuant to this Section 11.2 shall have a Best's Rating
of at least "A". Tenant shall pay any and all deductible amounts owed under all Landlord and Tenant insurance policies provided
for in this Article XI. Tenant agrees that with respect to any insurance that Tenant carries pursuant to this Lease, Landlord shall
have access to all reporting and/or inspections completed by or on behalf of Tenant’s insurance carriers and/or their respective
agents or representatives and Tenant shall furnish Landlord with copies of any and all documentation generated from any such reporting
and/or inspections completed.


 


11.3            Landlord
and Tenant each hereby waive any and all right to recover against the other (or against their respective officers, directors, trustees,
partners, joint ventures, employees or agents) for any loss or damage to such waiving party arising from any cause covered by any insurance
required to be carried by such party pursuant to this Lease or, if greater, actually covered by such party. Landlord and Tenant shall
secure appropriate waivers of subrogation from their respective insurance carriers; and each party will, upon request, deliver to the
other a certificate evidencing such waiver of subrogation by the insurer.


 


11.4            So
long as Limbach Company, LLC (or a related or affiliated entity thereof) is the named tenant hereunder, then in such case, Tenant may
satisfy the insurance requirements under this Article 11 through a policy issued by a Captive Carrier. As used herein, the term “Captive
Carrier” means any affiliate of Tenant or any insurance company controlled by and affiliated with Tenant, provided that
Tenant uses such insurance company generally and as a regular part of its risk management policies for Tenant and its affiliated entities
in their operations. In the event that Landlord requires commercially reasonable changes and/or modifications to any existing insurance
coverage and/or the procurement of commercially reasonable additional insurance (including, but not limited to, increases based on inflation)
and/or coverage (including, but not limited to, named storm, wind, earthquake, flood or ordinance or law coverage), then Tenant agrees,
at its cost, that it will effect such changes and/or modifications and procure such additional insurance and/or coverage. In the event
that Tenant fails to comply with any of the requirements set forth in this Article XI, within ten (10) days of the giving of
written notice by Landlord to Tenant, (A) Landlord shall be entitled to procure such insurance; and (B) any commercially reasonable
sums expended by Landlord in procuring such insurance shall be additional rent and shall be repaid by Tenant, together with interest thereon
at the Default Rate, from the time of payment by Landlord until fully paid by Tenant immediately upon written demand therefor by Landlord.
If, because Tenant fails to obtain the same as required hereby, Landlord elects to directly obtain any insurance required by this Lease
in accordance with the terms hereof, Landlord shall have the right, in addition to charging Tenant for the premiums then due, to charge
Tenant for any future premiums due by providing Tenant with a statement setting forth the estimate for the cost of obtaining such insurance
pursuant to this Article XI for the upcoming year and charging Tenant, on the first day of each month, an amount equal to one-twelfth
(1/12th) of Landlord’s estimate of such insurance costs for that calendar year. If there shall be any increase or decrease in the
insurance costs for any year, whether during or after such year, Landlord shall furnish to Tenant a revised statement and the insurance
costs shall be adjusted and paid or credited, as the case may be. If a calendar year ends after the expiration or termination of this
Lease, the insurance costs payable hereunder shall be prorated to correspond to that portion of the calendar year occurring within the
Lease Term.


 






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ARTICLE XII


LIABILITY OF LANDLORD


 


12.1            Except
as provided otherwise below in this Section 12.1, Landlord and the other Landlord Parties (defined hereinafter) shall not be liable
to Tenant, any invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim
(including claims for the interruption of or loss to business) based on or arising out of any cause whatsoever, including without limitation
the following: repair to any portion of the Premises; interruption in the use of the Premises or any equipment therein; any accident or
damage resulting from any use or operation of elevators or heating, cooling, electrical, sewerage, or plumbing or mechanical equipment
or apparatus; termination of this Lease by reason of damage to the Premises; fire, robbery, theft, vandalism, mysterious disappearance
or any other casualty; failure or inability to furnish any service specified in this Lease; and leakage in any part of the Premises from
water, rain, ice, snow or other cause that may leak into, or flow from, any part of the Premises, or from drains, pipes or plumbing fixtures
in the Premises. Notwithstanding the foregoing, Landlord shall be responsible for personal injury or property damage to the extent resulting
from Landlord's negligence or willful misconduct to the extent such personal injury or property damage is not covered by the insurance
actually carried by Tenant or required to be carried by Tenant under this Lease, but in any event expressly subject to the last grammatical
sentence of Section 7.4 above, which, in the event of any conflict between the terms thereof and the terms of this Section 12.1,
shall control; provided however, that notwithstanding anything contained herein to the contrary, Tenant agrees that if such personal injury
or property damage is also determined to be caused, in whole or in part, by Tenant or by Tenant’s agents, then Tenant shall still
be responsible for the proportionate cost of any liability allocated to Tenant or its agents. Any property placed by Tenant or invitees
in or about the Premises shall be at the sole risk of Tenant, and Landlord shall not in any manner be responsible therefor.


 


12.2            Except
to the extent caused by the negligence or willful misconduct of Landlord or its employees or agents, Tenant shall reimburse Landlord and
Landlord’s past, present and future agents, employees, officers, directors, partners, members, agents, trustees, shareholders, affiliates,
parent companies, subsidiaries, property manager, and invitees (collectively, the "Landlord Parties") for,
and shall indemnify, defend and hold Landlord and the Landlord Parties, harmless from and against, all costs, damages, claims, liabilities,
expenses (including reasonable attorneys' fees), losses and court costs suffered by or claimed against Landlord or the Landlord Parties,
directly or indirectly, based on or arising out of, in whole or in part, (a) use and occupancy of the Premises or the business conducted
therein, (b) any negligence or willful misconduct of Tenant or any invitee, or (c) any breach of Tenant's obligations under
this Lease, including, without limitation, the failure to surrender the Premises upon the expiration or earlier termination of the Lease
Term.


 






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12.3            If
Landlord hereunder transfers the Premises or Landlord's interest therein, then Landlord shall not be liable for any obligation or liability
based on or arising out of any event or condition occurring after such transfer. Tenant shall attorn to such transferee so long as such
transferee assumes in writing the Landlord’s post-transfer obligations under this Lease, and, within ten (10) days after request,
shall execute, acknowledge and deliver any customary document submitted to Tenant confirming such attornment (and subject to commercial
reasonable changes requested by Tenant).


 


12.4            Tenant
shall not have the right to offset or deduct any amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent
or other sum payable to Landlord. Tenant's sole remedy for recovering upon such claim shall be to institute an independent action against
Landlord.


 


12.5            If
Tenant or any invitee is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to
execution against Landlord's estate and interest in the Premises including any rents and proceeds therefrom. No other asset of Landlord,
any partner, director or officer of Landlord (collectively, "Officer") or any other person or entity shall
be available to satisfy or subject to such judgment, nor shall any Officer or other person or entity have personal liability for satisfaction
of any claim or judgment against Landlord or any Officer.


 


ARTICLE XIII


DAMAGE AND DESTRUCTION


 


13.1            If
any Building is damaged by fire or other causes, Tenant shall promptly notify Landlord thereof, and the damages shall be repaired by the
Tenant, at its own expense, and such repairs shall restore such Building to their previous condition. Tenant shall take all steps necessary
to assure that the insurance proceeds payable on account of any damage or destruction are paid directly to Landlord regardless of which
party is carrying the insurance hereunder and, if the proceeds are paid directly to Tenant for any reason, Tenant shall immediately forward
the full amount thereof to Landlord. Landlord shall release portions of the insurance proceeds on a monthly basis to Tenant to reimburse
Tenant for completed repair work (subject to 10% retainage). In such event, the Lease shall not terminate and the rent shall not abate,
but shall remain in full force and effect. In the event Tenant fails to comply with its obligations set forth in this Section 13.1
within one hundred eighty days, Landlord shall have the right, at Landlord's option, upon prior written notice to Tenant, to elect to
perform the repairs necessary to restore a Building to its previous condition. If Landlord determines at any time that the insurance proceeds
payable on account of the damage and destruction to a Building are not sufficient to cover the cost of repairing and restoring the damaged
or destroyed portions of any Building to their previous condition, then Tenant shall pay any shortfall to Landlord within twenty (20)
days after Landlord's demand therefor. If, however, a casualty occurs in a Building and as a result thereof either (i) more than
fifty percent (50%) of the rentable space in a Building is rendered untenantable or (ii) Landlord determines that the repair and
restoration of a Building will take more than one hundred eighty (180) days, then Landlord shall have the option to terminate the Lease
upon notifying Tenant in writing of Landlord's intention to so terminate within sixty (60) days of the date of destruction, and, in that
event, the Lease shall be deemed to be terminated as of the date of Landlord's notice (which shall not be less than 30-days following
the date of Landlord’s notice), and rent payments shall be apportioned as of that date and Landlord shall be entitled to retain
the proceeds of any insurance relating to such casualty. Notwithstanding anything herein to the contrary, Landlord shall have the right
to terminate this Lease and retain the insurance proceeds if zoning or other applicable Legal Requirements do not permit such repair and
restoration.


 






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ARTICLE XIV


CONDEMNATION


 


14.1            Tenant
shall promptly notify Landlord of any notice received in connection with any pending or contemplated condemnation of all or a any portion
of the Premises. If more than twenty percent (20%) of the rentable area of a Building shall be taken or condemned by any governmental
or quasi-governmental authority for any public or quasi-public use or purpose or sold under threat of such a taking or condemnation (collectively,
 "condemned") and the remainder of a Building would not be usable for the conduct of Tenant’s business as reasonably determined
by Tenant and Landlord, and in such case, this Lease shall terminate on the date title vests in such authority and rent shall be apportioned
as of such date. If less than twenty percent (20%) of the rentable area of a Building is condemned, or more than twenty percent (20%)
is taken, but the Lease is not terminated, then Landlord shall rebuild (or Landlord may cause Tenant to rebuild) the condemned portions
of such Building after receipt of all awards, damages and other compensation due from the condemning authority; provided, however, that
if the amount of such awards, damages and other compensation is not sufficient to cover the cost of rebuilding the condemned portions
of the Building, then Landlord shall have and is hereby given the option to terminate the Lease upon notifying Tenant in writing of Landlord's
intention to so terminate within sixty (60) days of the date of receipt of all awards, damages and other compensation due from the condemning
authority, and, in that event, the Lease shall be deemed to be terminated as of the date of Landlord's notice, and rent shall be apportioned
as of that date, provided however, Tenant shall have the right to nullify Landlord’s termination of this Lease by agreeing to reimburse
Landlord for the costs not covered by such condemnation proceeds. To the extent that any portion of the Building is taken such that there
is any decrease in the rentable area of the Building in connection with any such condemnation the rent payable hereunder shall, effective
as of the date title vests in the condemning authority, be reduced in proportion to the amount of rentable area of the Building that is
no longer available to Tenant hereunder.


 


14.2            All
awards, damages and other compensation paid by such authority on account of any condemnation shall belong to Landlord, and Tenant assigns
to Landlord all rights to such awards, damages and compensation. Tenant shall not make any claim against Landlord or the authority for
any portion of such award, damages or compensation attributable to damage to the Premises, value of the unexpired portion of the Lease
Term, loss of profits or goodwill, or severance damages. Nothing contained herein, however, shall prevent Tenant from pursuing a separate
claim against the authority for the value of leasehold improvements paid for by Tenant, furnishings and trade fixtures installed in the
Premises at Tenant's expense and for relocation expenses, provided that such claim is stated separately from any award to Landlord and
provided further that such claim shall in no way diminish the award, damages or compensation otherwise payable to Landlord in connection
with such condemnation.


 






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ARTICLE XV


DEFAULT


 


15.1            An
“Event of Default” is any one or more of the following: (a) Tenant’s failure to make when
due any payment of the Base Rent, additional rent or other sum due hereunder, and said failure is not cured within five (5) days
after written notice thereof from Landlord to Tenant (but in no event shall Landlord be required to provide Tenant with notice more than
one (1) time in any twelve (12) month period); (b) Tenant’s failure to perform or observe any other term, covenant or
condition hereof, which failure continues for thirty (30) days after Landlord’s delivery of written notice thereof to Tenant (unless
such failure cannot reasonably be cured within such thirty (30) days period, in which event Tenant shall have a reasonable time to correct
such failure as is necessary under the circumstance, provided that Tenant commences such cure within the initial thirty (30) day period
and thereafter diligently prosecutes in good faith the correction of the same to completion, but in no event shall the time period exceed
ninety (90) days); (c) the Premises has been vacated or abandoned by Tenant, provided, however if Tenant shall continue to pay all
Base Rent and additional rent due under this Lease and otherwise complies with all of the other terms and provisions of this Lease (which
shall include reasonable security and oversight of the Premises), this Section 15.1(c) shall not apply; (d) an Event of
Bankruptcy as specified in Article XVI; or (e) the dissolution or liquidation of Tenant or any Guarantor.


 


15.2            If
there shall be an Event of Default that remains uncured, then the provisions of this Section shall apply. Landlord shall have the
right, at its sole option, to terminate this Lease. In addition, with or without terminating this Lease, Landlord may re-enter, terminate
Tenant's right of possession and take possession of the Premises. If necessary, Landlord may proceed to recover possession of the Premises
under applicable laws, by such other proceedings, including re-entry and possession. If Landlord elects to terminate this Lease and/or
elects to terminate Tenant's right of possession, then everything in this Lease to be done by Landlord shall cease, without prejudice,
however, to Tenant's liability for all rent and other sums due hereunder. Following an uncured Event of Default and termination of Tenant’s
right of possession, Landlord shall use reasonable efforts to relet the Premises or any part thereof, and mitigate its damages to the
extent required under Michigan law, for such term(s) (which may extend beyond the date on which the Lease Term would have expired
but for Tenant's default) and on such terms and conditions (which may include concessions, free rent and alterations of the Premises)
as Landlord, in its reasonable discretion, may determine, but Landlord shall not be liable for, nor shall Tenant's obligations be diminished
by reason of, Landlord's failure to relet the Premises or collect any rent due upon such reletting. If Landlord relets the Premises and
collects rent, such sums shall be applied to Tenant’s obligations and liabilities for rent under this Lease, and if such rent collected
is in excess of the Base Rent and additional rent owed by Tenant hereunder, Landlord shall be entitled to retain any such excess and Tenant
shall not be entitled to a credit therefor. Whether or not this Lease is terminated, Tenant nevertheless shall remain liable for the Base
Rent, additional rent and damages which may be due or sustained, and all costs, fees and expenses (including without limitation reasonable
attorneys' fees, brokerage fees and expenses actually incurred in placing the Premises in rentable condition) incurred by Landlord in
pursuit of its remedies and in renting the Premises to others from time to time. Tenant shall also be liable for additional damages which
at Landlord's election shall be either: (a) an amount equal to the Base Rent and additional rent which would have become due during
the remainder of the Lease Term, less the amount of rental, if any, which Landlord receives during such period from others to whom the
Premises may be rented (other than any additional rent payable as a result of any failure of such other person to perform any of its obligations),
in which case such damages shall be computed and payable in monthly installments, in advance, on the first day of each calendar month
following Tenant's default and continuing until the date on which the Lease Term would have expired but for Tenant's default (provided,
however, that separate suits may be brought to collect any such damages for any month(s), and such suits shall not in any manner prejudice
Landlord's right to collect any such damages for any subsequent month(s), or Landlord may defer any such suit until after the expiration
of the Lease Term, in which event such suit shall be deemed not to have accrued until the expiration of the Lease Term); or (b) for
an uncured Event of Default under Section 15.1(a) of this Lease, an amount equal to the present value (as of the date of Tenant's
default) of the Base Rent and additional rent which would have become due through the date on which the Lease Term would have expired
but for Tenant's default, which damages shall be payable to Landlord in a lump sum on demand. For purpose of this Section, present value
shall be computed by discounting at a rate equal to the discount rate then in effect at the Federal Reserve Bank nearest to the Premises.
Whether or not this Lease and/or Tenant's right of possession is terminated, following an uncured Event of Default, Landlord shall have
the right to terminate by written notice any renewal or expansion right contained in this Lease and to grant or withhold any consent or
approval pursuant to this Lease in its sole and absolute discretion.


 






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15.3            Tenant
hereby covenants and agrees, as a consideration for the granting by Landlord of this Lease that, in the event of the termination of this
Lease by summary proceedings, or in the event of the entry of a judgment for the recovery of the possession of the Premises in any action
of ejectment, or if Landlord enters by process of law or otherwise, the right of redemption provided or permitted by any statute, law
or decision now or hereafter in force, and the right to any second and further trial provided or permitted by any statute, law or decision
now or hereafter in force shall be and hereby is expressly waived by Tenant. Tenant, on its own behalf and for its legal representatives,
successors and assigns, and on behalf of all persons or corporations claiming through or under this Lease, together with creditors of
all classes, and all other persons having an interest therein, does hereby waive, surrender and give up all right or privilege which it
may or might have by reason of any present or future law or decision, to redeem the Premises or have a continuance of this Lease for any
part of the Lease Term hereof after having been dispossessed or ejected therefrom by process of law or otherwise.


  







15.4            Landlord's
rights and remedies set forth in this Lease are cumulative and in addition to Landlord's other rights and remedies at law or in equity.
Landlord's or Tenant’s exercise of any right or remedy shall not prevent the concurrent or subsequent exercise of any other right
or remedy. Landlord's or Tenant’s delay or failure to exercise or enforce any of rights or remedies or obligations shall not constitute
a waiver of any such rights, remedies or obligations. Landlord shall not be deemed to have waived any default unless such waiver expressly
is set forth in an instrument signed by Landlord. Tenant shall not be deemed to have waived any default of Landlord unless such waiver
expressly is set forth in an instrument signed by Tenant. Any such waiver shall not be construed as a waiver of any covenant or condition
except as to the specific circumstances described in such waiver. Neither Tenant's payment of an amount less than a sum due nor Tenant's
endorsement or statement on any check or letter accompanying such payment shall be deemed an accord and satisfaction. Notwithstanding
any request or designation by Tenant, Landlord may apply any payment received from Tenant to any payment then due. Landlord may accept
the same without prejudice to Landlord's right to recover the balance of such sum or to pursue other remedies. Re-entry and acceptance
of keys shall not be considered an acceptance of a surrender of this Lease.


 


15.5            If
more than one natural person and/or entity shall constitute Tenant, then the liability of each such person or entity shall be joint and
several.


 


15.6            If
Tenant fails to do any act herein required to be made or done by Tenant, then upon the occurrence of an Event of Default, Landlord may,
but shall not be required to, make such payment or do such act. Landlord's taking such action shall not be considered a cure of such failure
by Tenant nor prevent Landlord from pursuing any remedy it is otherwise entitled to in connection with such failure. If Landlord elects
to make such payment or do such act, then all expenses incurred, plus interest thereon at the Default Rate (as hereinafter defined) from
the date incurred to the date of payment thereof by Tenant, shall constitute additional rent. The Default Rate shall equal twelve percent
(12%) per annum.


 


15.7            If
Tenant fails to make any payment of the Base Rent, additional rent or any other sum payable to Landlord on or before the fifth (5th)
day after the date such payment is due and payable, then Tenant shall pay a late charge equal to six percent (6%) of the amount of such
payment to cover its extra handling expense. Such payment and such late fee shall bear interest at the Default Rate from the date such
payment was due to the date of payment. Notwithstanding the foregoing, Tenant shall be entitled to one notice and opportunity to cure
in any twelve-month period prior to incurring such late charge.


 






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ARTICLE XVI


BANKRUPTCY


 


16.1            An
“Event of Bankruptcy” is: (a) Tenant or any Guarantor becoming insolvent, as that term is defined
in Title 11 of the United States Code (the "Bankruptcy Code"), or under the insolvency laws of any
state or foreign country (the "Insolvency Laws"); (b) appointment of a receiver or custodian for any
property of Tenant or any Guarantor, or the institution of a foreclosure or attachment action upon any property of Tenant or any Guarantor;
(c) filing of a voluntary petition by Tenant or any Guarantor under the provisions of the Bankruptcy Code or Insolvency Laws; (d) filing
of an involuntary petition against Tenant or any Guarantor as the subject debtor under the Bankruptcy Code or Insolvency Laws, which either
(1) is not dismissed within sixty (60) days after filing, or (2) results in the issuance of an order for relief against the
debtor; (e) Tenant or any Guarantor making or consenting to an assignment for the benefit of creditors or a composition of creditors;
or (f) an admission by Tenant or any Guarantor of its inability to pay debts as they become due.


 


ARTICLE XVII


SUBORDINATION


 


17.1            As
used in this Lease, the term “Mortgage” shall mean mortgages, deeds of trust, ground leases or other
security instruments which may now or hereafter encumber the Premises and to all funds and indebtedness intended to be secured thereby,
and to all renewals, extensions, modifications, recastings or refinancings thereof. Upon the request of the holder of any Mortgage (a
 “Mortgagee”), Tenant shall agree to subordinate this Lease to the Mortgage pursuant to a commercially
reasonable subordination, non-disturbance and attornment (“SNDA”) agreement whereby the Mortgagee agrees
to recognize this Lease and not to disturb Tenant’s quiet enjoyment of the Premises nor terminate this Lease so long as there exists
no uncured Event of Default by Tenant. The SNDA shall expressly recognize and provide that the Mortgagee shall be bound by Tenant's Improvement
Allowance Offset Right only to the extent same is still applicable at the time of such SNDA request, and if not, such SNDA shall not recognize
the Tenant's Improvement Allowance Offset Right. The SNDA shall not require Tenant to waive any rights under this Lease nor shall it increase
any of Tenant’s obligations or liabilities under this Lease. Any Mortgagee shall have the right (subject to any required approval
of the holders of any superior Mortgage) at any time to declare this Lease to be superior to the lien, provisions, operation and effect
of such Mortgage and Tenant shall execute, acknowledge and deliver all commercially reasonable confirming documents required by such holder.


 


17.2            Within
ten (10) days of Landlord’s request, Tenant shall promptly execute any documentation required by Section 17.1. At the
request of any purchaser at foreclosure, Tenant shall attorn to such purchaser and shall recognize such purchaser as the landlord under
this Lease, so long as such purchaser agrees in writing to be bound by Landlord’s post-closing obligations under this Lease. Upon
such attornment such purchaser shall not be (a) bound by any payment of the Base Rent or additional rent more than one (1) month
in advance, (b) bound by any amendment of this Lease made without the consent of the holder of the Mortgage existing as of the date
of such amendment, (c) liable for damages for any breach, act or omission of any prior landlord except to the extent such default
is continuing after the date of attornment, or (d) subject to any offsets or defenses which Tenant might have against any prior landlord
except to the extent such default is continuing after the date of attornment. Within ten (10) days after receipt, Tenant shall execute,
acknowledge and deliver any commercially reasonable document submitted to Tenant confirming such attornment.


 






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ARTICLE XVIII


ENVIRONMENTAL LAWS


 


18.1            Tenant
covenants and agrees as follows:


 


(a)            Except
in strict compliance with all Environmental Laws, Tenant shall not cause or permit the Premises or any part thereof to be used for the
treatment, generation, transportation, processing, production, storage or other handling of any Hazardous Substances, and Tenant shall
promptly remove from the Premises (except for HVAC refrigerant or other similar products that may remain at the Premises in compliance
with all applicable Environmental Laws) and dispose of any and all Hazardous Substances, by-products, and/or wastes arising from or relating
to Tenant’s use of the Premises in strict compliance with all applicable Environmental Laws (as defined below).


 


(b)            Tenant
shall, at its sole cost and expense, comply with all applicable Environmental Laws and Tenant shall, at its sole cost and expense, obtain
and comply with all Environmental Permits (as defined below) required for and/or relating to Tenant’s use of the Premises.


 


(c)            Tenant
shall not cause or permit any change to be made in the present or intended use of the Premises which would (1) involve the treatment,
generation, transportation, processing, production, storage or other handling, of any Hazardous Substance except in strict compliance
with all Environmental Laws or the use of the Premises as a landfill or other waste disposal site or for military, manufacturing or industrial
purposes, provided, however, Tenant shall, if reasonably required in connection with the use by Tenant that it is permitted to undertake
at the Premises, be permitted to collect at the Premises, for disposal off-site, Hazardous Substances generated by its business operations,
in compliance with applicable Environmental Laws, (2) violate any applicable Environmental Law, (3) constitute non-compliance
with any Environmental Permit or (4) increase the risk of a release of any Hazardous Substance.


 


(d)            Tenant
shall promptly provide Landlord with a copy of all notifications which it gives or receives after the Commencement Date with respect to
any Release (as defined below) or the threat of a Release of any Hazardous Substance on, at or from the Premises, and/or any Response
Action requirements pertaining to the Premises given by or on behalf of Tenant to any federal, state or local governmental agencies or
authorities or received by or on behalf of Tenant from any source whatsoever.


 


(e)            Tenant
shall undertake and complete all investigations, monitoring, studies, sampling and testing, and all removal, cleanup, remediation, and/or
other response or corrective actions (“Response Actions”) necessary to contain, remove, clean up or otherwise
properly address all Hazardous Substances that are determined to be present at, or migrating from, the Premises in strict compliance with
all applicable Environmental Laws and all Environmental Permits. In connection with any Response Actions, Landlord shall reasonably cooperate
at no cost or expense to Landlord in the event Landlord’s consent is required as the owner of the Premises.


 






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(f)            Upon
reasonable prior notice (except in cases of emergency), Tenant shall at all reasonable times and in accordance with Section 20.10,
allow Landlord and its officers, employees, agents, representatives, contractors and subcontractors reasonable access to the Premises
for the purpose of ascertaining site conditions, including, but not limited to, subsurface conditions.


 


(g)            Tenant,
at Tenant’s sole cost and expense, and in strict compliance with all applicable laws and regulations, shall remove any and all underground
or above-ground storage tanks prior to the expiration of the Lease Term and shall repair any damage caused thereby.


 


18.2     (a)     Tenant
covenants and agrees, at its sole cost and expense, to indemnify, protect, defend and save harmless the Landlord Parties from and against
any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings,
costs, disbursements and/or expenses (including, without limitation, reasonable attorneys' and experts' fees, expenses and disbursements)
of any kind or nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against Landlord Parties or
Tenant relating to, resulting from or arising out of (i) Tenant’s or its invitees’ use of the Premises, including but
not limited to any and all uses involving Hazardous Substances, (ii) to the extent that it was not caused by Landlord or any of the
Landlord Parties, (x) the presence of any Hazardous Substance or a Release or (y) the threat of a Release on, at or from the
Premises occurring during the term hereof or prior to the date of this Lease, (iii) the failure to promptly undertake and diligently
pursue to completion all necessary, appropriate and legally required (pursuant to Environmental Laws) Response Actions with respect to
the presence of any Hazardous Substance, a Release or the threat of a Release on, at or from the Premises, to the extent the presence,
Release, or threat of a Release was not caused by Landlord or any of the Landlord Parties, (iv) human exposure (including but not
limited to worker exposure) to any Hazardous Substance, noises, vibrations or nuisances of whatever kind to the extent the same arise
from the possession, use or operation of the Premises, to the extent the exposure was not caused by Landlord or any of the Landlord Parties,
(v) a violation by Tenant or its subsidiaries, affiliates, invitees, contractors, employees or agents of any applicable Environmental
Law (whether before or during the Lease Term), (vi) noncompliance by Tenant or its subsidiaries, affiliates, invitees, contractors,
employees or agents with any Environmental Permit (whether before or during the Lease Term), or (vii) any and all misrepresentations
or inaccuracies in any representation or warranty or a breach of or failure to perform any covenant made by Tenant in this Article XVIII.
Tenant’s obligations and liabilities pursuant to this Article XVIII shall survive indefinitely after the expiration or earlier
termination of this Lease.


 


(b)            A
party who is obligated to provide indemnification under this Lease (the “Indemnifying Party”) to a party entitled to indemnification
(the “Indemnified Party”) shall have the right to contest and/or assume the defense of any third party claim for which the
Indemnified Party seeks indemnification.  If the Indemnifying Party has assumed the defense of a third party claim: (i) the
Indemnified Party shall not agree to the settlement of such claim without the prior written consent of the Indemnifying Party, which consent
shall not be unreasonably withheld, conditioned or delayed, and (ii) the Indemnifying Party shall not agree to any settlement of
such claim that restricts, obligates or imposes any burden upon the Indemnified Party without the prior written consent of the Indemnified
Party, which consent shall not be unreasonably withheld, conditioned or delayed.


 






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18.3            All
capitalized terms used in this Article and not heretofore defined shall have the meanings set forth below.


 


“Environmental
Laws” means, collectively, all applicable U.S. federal, national, state and local laws, statutes, regulations, rules,
ordinances, codes, common law, directives, decisions, and orders (including all amendments thereto) pertaining to environmental matters
(which includes air, water vapor, surface water, groundwater, soil, natural resources, chemical use, health, safety, sanitation, zoning,
land use), Hazardous Substances, and/or the protection of the environment or human health, including but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water
Pollution Control Act, the Safe Water Drinking Act, the Toxic Substance Control Act, the Hazardous Materials Transportation Act, the Occupational
Safety and Health Act, and/or any other applicable Environmental Law and/or the rules and regulations promulgated thereunder.


 


“Environmental
Permits” means all permit, licenses, approvals, authorizations, consents or registrations required by or under any applicable
Environmental Law.


 


“Hazardous
Substance” means, without limitation, (a) any hazardous materials, hazardous wastes, hazardous substances, and
toxic substances as those or similar terms are defined under any Environmental Law; (b) any asbestos or any material that contains
any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite and/or actinolite, whether friable
or non-friable; (c) any polychlorinated biphenyls or polychlorinated biphenyl-containing materials or fluids; (d) radon; (e) any
other hazardous, radioactive, toxic or noxious substance, material, pollutant, contaminant or solid, liquid or gaseous waste; (f) any
petroleum, petroleum hydrocarbons, petroleum products, crude oil or any fractions thereof, natural gas or synthetic gas; and (g) any
substance that, whether by its nature or its use, is or becomes subject to regulation under any Environmental Laws or with respect to
which any Environmental Laws or governmental entity requires or will require Response Action.


 


“Release”
has the same meaning as given to that term in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
(42 U.S.C. Section 9601, et seq.) and the regulations promulgated thereunder, except that as used in this Lease the term shall
apply to any and all Hazardous Substances as defined in this Lease.


 






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ARTICLE XIX


COVENANT OF LANDLORD


 


19.1            Landlord
covenants that so long as there is no uncured Event of Default under this Lease, then, subject to the provisions of this Lease, Tenant
shall during the Lease Term peaceably and quietly occupy and enjoy possession of the Premises without hindrance by Landlord or anyone
claiming by, through or under Landlord.


 


19.2            If
and to the extent required by applicable law, code regulation, and after no less than twenty (20) days prior written notice to Tenant,
Landlord reserves the right to: (a) relocate or change roads, driveways and parking areas and to alter the means of access to all
or any portion of the Premises; and (b) create easements over the Premises for utilities, telephone lines, sanitary sewer, storm
sewer, water lines, pipes, conduits, drainage ditches, sidewalks, pathways, emergency vehicles, and ingress and egress for the use and
benefit of others, without Tenant joining in the execution thereof and the Lease shall automatically be subject and subordinate thereto.
Exercise of any such right shall not be considered a constructive eviction or a disturbance of Tenant’s business or occupancy. In
connection with Landlord’s exercise of its rights under this Section 19.2, Landlord shall use commercially reasonable efforts
to minimize any adverse impact on the Premises and Tenant to the extent Landlord is the party completing any such work.


 


ARTICLE XX


GENERAL PROVISIONS


 


20.1            Tenant
acknowledges that neither Landlord nor any broker, agent or employee of Landlord has made any representation or promise with respect to
the Premises except as expressly set forth herein, and no right is being acquired by Tenant except as expressly set forth herein. This
Lease contains the entire agreement of the parties and supersedes all prior agreements, negotiations, letters of intent, proposals, representations,
warranties and discussions between the parties. This Lease may be changed in any manner only by an instrument signed by both parties.


 


20.2            Nothing
contained in this Lease shall be construed as creating any relationship between Landlord and Tenant other than that of landlord and tenant.


 


20.3            Landlord
and Tenant each warrants that in connection with this Lease it has not employed or dealt with any broker, agent or finder. Landlord shall
indemnify, defend and hold Tenant harmless from and against any claim for brokerage or other commissions asserted by any broker, agent
or finder employed by Landlord or with whom Landlord has dealt. Tenant shall indemnify, defend and hold Landlord harmless from and against
any claim for brokerage or other commissions asserted by any broker, agent or finder employed by Tenant or with whom Tenant has dealt.


 






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20.4            From
time to time upon ten (10) days' prior written notice, each party (including without limitation each subtenant, assignee or occupant
of Tenant), shall execute, acknowledge and deliver to the other party or its designee a written statement certifying: (a) that this
Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and stating the modifications);
(b) the dates to which rent and any other charges have been paid; (c) that the other party is not in default in the performance
of any obligation (or specifying the nature of any default); (d) the address to which notices are to be sent; (e) that Tenant
has accepted the Premises and all work thereto has been completed (or specifying the incomplete work); and (f) such other matters
as the other party may reasonably request. Any such statement may be relied upon by any owner of the Premises, any prospective purchaser
of the Premises, the holder or prospective holder of a Mortgage or any other person or entity to which the statement is addressed.


 


20.5            Landlord
and Tenant waive trial by jury in any action, claim or counterclaim brought in connection with any matter arising out of or in any way
connected with this Lease, the landlord-tenant relationship, Tenant's use or occupancy of the Premises or any claim of injury or damage.
Tenant consents to service of process and any pleading relating to any such action at the Premises; provided, however, that nothing herein
shall be construed as requiring such service at the Premises. Landlord and Tenant waive any objection to the venue of any action filed
in any court situated in the jurisdiction in which the Premises is located and waive any right under the doctrine of forum non conveniens
or otherwise to transfer any such action filed in any such court to any other court.


 


20.6            All
notices or other required communications shall be in writing addressed to the other party at the following addresses: (a) if to Landlord,
at 600 East Avenue, Suite 200, Rochester, New York 14607, Attention: Daniel J. Goldstein, with a copy to the property manager at
Cambridge Street Property Management LLC at 600 East Avenue, Suite 200, Rochester, New York 14607 or (b) if to Tenant, at the
Premises, with a copy to: 797 Commonwealth Drive, Warrendale, PA 15086, Attention: General Counsel. Any such written notice or communication
shall be (i) delivered in person (with receipt therefor), (ii) sent by a nationally recognized overnight delivery service (e.g.,
Federal Express, UPS, etc.) for next-day delivery, to be confirmed by such courier, or (iii) sent by United States certified
or registered mail, return receipt requested, postage prepaid. Any such notice or communication shall be deemed given when actually received
or refused by the party to whom sent, unless mailed, in which event such notice or communication shall be deemed given on the day of actual
delivery as shown by the sender’s registered or certified mail or proof of delivery receipt, or at the expiration of the fifth (5th)
business day after the date of mailing, whichever first occurs. Either party may change its address for the giving of notices by notice
given in accordance with this Section.


 


20.7            Each
provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. If any provision or its application to
any person or circumstance shall to any extent be invalid or unenforceable, then the remainder of this Lease and the application of such
provision to other persons or circumstances shall not be affected.


 






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20.8            Feminine,
masculine or neuter pronouns shall be substituted for those of another form, and the plural or singular shall be substituted for the other
number, in any place in which the context may require.


 


20.9            The
provisions of this Lease shall be binding upon and inure to the benefit of the parties and their respective representatives, successors
and assigns, subject to the provisions herein restricting assignment or subletting.


 


20.10            Upon
not less than twenty-four (24) hours' prior written notice (which may be sent via e-mail correspondence) to Tenant (except in cases of
emergency), Landlord and its designees may enter the Premises at any time, without charge therefor and without diminution of the rent
payable by Tenant, to inspect and exhibit the Premises and make such alterations and repairs as Landlord may deem necessary (including,
but not limited to repairs for a new tenant during the last ninety (90) days of the Lease Term if Tenant has vacated the Premises); provided,
however, that Landlord shall use commercially reasonable efforts to minimize the disruption of Tenant's business operations in connection
with any such entry or work. Notwithstanding the foregoing, Landlord shall be prohibited from exhibiting the Premises to prospective tenants
or other potential occupants, except for the last two hundred seventy (270) days of the Lease Term.


 


20.11            This
Lease shall be governed by the laws of the jurisdiction in which the Premises is located.


 


20.12            Headings
are used for convenience and shall not be considered when construing this Lease.


 


20.13            The
submission of a copy of this document to Tenant shall not constitute an offer or option to lease. This Lease shall become effective and
binding only upon execution and delivery by both Landlord and Tenant.


 


20.14            Time
is of the essence with respect to each obligation hereunder.


 


20.15            This
Lease may be executed in multiple counterparts, each of which is deemed an original and all of which constitute one and the same document.


 


20.16            Neither
this Lease nor a memorandum thereof shall be recorded.


 


20.17            Except
as otherwise provided in this Lease, any additional rent or other sum owed by Tenant to Landlord, and any cost, expense, damage or liability
incurred by Landlord for which Tenant is liable, shall be considered additional rent payable pursuant to this Lease and paid by Tenant
no later than thirty (30) days after the date Landlord notifies Tenant of the amount thereof in writing.


 


20.18            Tenant's
and Landlord's liabilities existing as of the expiration or earlier termination of the Lease Term shall survive such expiration or earlier
termination; provided, however, that the survival of Tenant’s obligations and liabilities pursuant to Article XVIII shall be
as set forth in Section 18.2.


 






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20.19            If
Landlord or Tenant is in any way delayed or prevented from performing any obligation (other than the payment of rental or other monetary
obligations under this Lease) due to fire, act of God, governmental act or failure to act, governmental restrictions, labor dispute, insurrection,
pandemic, epidemic, inability to procure materials or any cause beyond such party’s reasonable control (whether similar or dissimilar
to the foregoing events), then the time for performance of such obligation shall be excused for the period of such delay or prevention
and extended for the time necessary to compensate for the period of such delay or prevention.


 


20.20            The
deletion of any printed, typed or other portion of this Lease shall not evidence an intention to contradict such deleted portion. Such
deleted portion shall be deemed not to have been inserted in this Lease.


 


20.21            The
person executing this Lease on each party's behalf warrants that such person is duly authorized to so act.


 


20.22            Concurrently
with the execution hereof, Tenant shall cause to be delivered to Landlord a Guaranty of Lease from Limbach Facility Services, LLC, a Delaware
limited liability company (“Guarantor”) in the form of Exhibit B attached hereto.


 


20.23            So
long as Tenant’s parent company Limbach Holdings, Inc., a Delaware corporation (the “Parent Corporation”) has publicly
available financial statements, Tenant shall not have any financial reporting requirements under this Section 20.24. Notwithstanding
the foregoing, should, the Parent Corporation’s financial statements no longer be made publicly available, Tenant shall be required
to provide Landlord with annual CPA audited financial statements of Tenant (with corresponding notes) within ninety (90) days after the
end of each fiscal year of Tenant. Notwithstanding the above requirements, upon the request of Landlord (but not more than twice in any
calendar year if no Event of Default exists hereunder), Tenant shall provide Landlord with internally prepared financial statements for
Tenant’s most recently completed month and year-to-date periods within ten (10) business days after Landlord’s written
request, which statements shall be certified by the Chief Financial Officer of Tenant as true, complete and accurate.


 


So long as the Parent Corporation
has publicly available financial statements, Guarantor shall not have any financial reporting requirements under this Section 20.24.
Notwithstanding the foregoing, should, the Parent Corporation’s financial statements no longer be made publicly available, Guarantor
shall be required to provide Landlord with annual CPA audited financial statements of Guarantor (with corresponding notes) within ninety
(90) days after the end of each fiscal year of Guarantor. Notwithstanding the above requirements, upon the request of Landlord (but not
more than twice in any calendar year if no Event of Default exists hereunder), Guarantor shall provide Landlord with internally prepared
financial statements for Guarantor’s most recently completed month and year-to-date periods within ten (10) business days after
Landlord’s written request, which statements shall be certified by the Chief Financial Officer of Guarantor as true, complete and
accurate.


 






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In the event Landlord does not have access to
Parent Corporation’s financials and Tenant and/or Guarantor do not timely provide CPA audited financial statements as required herein,
or if Landlord does not timely receive Tenant’s and Guarantor’s financial statements as set forth above, and Landlord provides
written notice to Tenant that either Tenant or Guarantor have not provided the required financial statements, then Tenant agrees and acknowledges
that the Base Rent then in effect shall automatically increase by fifteen percent (15%) if the financial statements are not provided to
Landlord within thirty (30) days of Landlord’s notice to Tenant and such increase shall remain in effect until such time as the
financial statements are provided to the Landlord. Tenant agrees that the foregoing is not a penalty, but represents a fair and reasonable
estimate of the costs that Landlord will incur by reason of such failure by Tenant, and such increase in Base Rent will be in addition
to any and all other rights and remedies of Landlord whether hereunder, or at law or in equity.


 


20.24 During such times when
the Parent Corporation is not a publicly traded company with stock traded on the US stock exchanges and with publicly available financial
statements and other company information, Tenant shall immediately notify and disclose to Landlord in writing a change in Tenant’s
outstanding debt obligation or capital structure greater than 10% of the balance outstanding at the end of the immediately preceding fiscal
year.


 


20.25            This
Lease is intended as, and shall constitute, an agreement of lease, and nothing herein shall be construed as conveying to the Tenant any
right, title or interest in or to the Premises nor to any remainder or reversionary estates in the Premises held by any person, except,
in each instance, as a tenant. Under no circumstances shall this Lease be regarded as an assignment of all of Landlord's interests in
and to the Premises; instead Landlord and Tenant shall have the relationship between them of landlord and tenant, pursuant to the provisions
of this Lease.


 


[Signature page follows.]


 






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


 


	WITNESS:	LANDLORD:
	 	 
	 	FEATHERSTONE ST PONTIAC MI LLC,
	______________________________________	 	a New York limited liability company
	 	 
	 	    By:	Royal Oak Realty Trust (Operating Company) LLC, Sole Member
	 	 	 
	 	 	By:	Royal Oak Realty Trust Inc., Manager
	 	 	 	 
	 	 	 	By:	/s/ Bruce E. Bender
	 	 	 	 	Bruce E. Bender, Vice-President
	 	 	 	 	 	 


  


	WITNESS: 	TENANT:
	 	 
	 	Limbach company llc,
	 	a Delaware limited liability company
	 	 
	 	 
	______________________________________	 	By:	/s/ Jayme Brooks
	 	Name:	Jayme Brooks
	 	Title:	EVP & CFO
	 	 	 	 


 






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EXHIBIT B


 


GUARANTY OF LEASE


 


THIS GUARANTY OF LEASE (this
 “Guaranty”) is made as of _______________, 2022 by LIMBACH FACILITY
SERVICES, LLC, a Delaware limited liability company, having an address of 797 Commonwealth Drive, Warrendale, PA 15086 (“Guarantor”),
to FEATHERSTONE ST PONTIAC MI LLC, a New York limited liability company (“Landlord”), having an address
at 600 East Avenue, Suite 200, Rochester, New York 14607.


 


WHEREAS, Landlord is entering
into the Lease with Tenant, pursuant to which Landlord is leasing the Premises to Tenant;


 


WHEREAS, Guarantor is materially
benefited by the Lease, and Guarantor's executing this Guaranty is a material inducement to Landlord to enter into the Lease;


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which Guarantor hereby acknowledges, Guarantor agrees as follows:


 


1.            The
following terms shall have the meanings set forth in this Section 1. All capitalized terms used in this Guaranty but not herein
defined shall have the meanings ascribed to them in the Lease.


 


(a)            “Bankruptcy
Law” means any state, federal, or foreign statute on assignment for the benefit of creditors, appointment of a receiver
or trustee, bankruptcy, composition, insolvency, moratorium, reorganization, or similar matters.


 


(b)            “Bankruptcy
Proceeding” means any proceeding, voluntary or involuntary, under any Bankruptcy Law.


 


(c)            “Lease”
means that certain Lease Agreement, dated September ___, 2022, between Landlord and Tenant, and the following, whether or not Guarantor
consents to it: (a) any amendment, assignment, continuation, expansion, extension, modification, or renewal of the foregoing; and
(b) Tenant’s obligations regarding the Premises whenever Tenant occupies as a “holdover” tenant. If the Lease terminates
before its scheduled expiration, then Landlord may nevertheless require the Obligations to be determined as if the Lease continued through
its scheduled expiration. Tenant’s surrender or vacating of the Premises, or Landlord’s request that Tenant do so, shall not
affect the definition of “Lease.”


 


(d)            “Legal
Costs” means Landlord’s reasonable attorneys’ fees and court costs in connection with the enforcement of
this Guaranty.


 


(e)            “Obligations”
means all of Tenant’s monetary and nonmonetary obligations under the Lease, when and as the Lease requires Tenant to pay or perform
them, including but not limited to Tenant’s obligations to: (i) pay Base Rent, real property taxes, insurance premiums, utilities,
late fees, additional rent and any other payments (including payments in the nature of damages); (ii) perform and pay for any repairs
on, of or to the Premises; (iii) remove any liens; (iv) maintain insurance; (v) maintain the Premises; (vi) return
the Premises to Landlord as the Lease requires; (vii) pay any interest, including default interest, that the Lease requires Tenant
to pay Landlord, including any such interest payable under the terms of the Lease but for the pendency of a Bankruptcy Proceeding affecting
Tenant; and (viii) perform any and all other covenants of the Tenant under the Lease. To the extent that the Lease requires Tenant
to pay any sums to Landlord once an Event of Default has occurred, Tenant's obligation to pay such sums to Landlord shall constitute Obligations
when and as the Lease so provides, even if Landlord cannot enforce such provisions against Tenant as a result of a Bankruptcy Proceeding
affecting Tenant.


 






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(f)            “Premises”
shall have the meaning ascribed to such term as set forth in the Lease.


 


(g)            “Tenant”
means: (i) LIMBACH COMPANY LLC, a Delaware limited liability company, on its own behalf; (ii) any trustee, liquidator, sequestrator,
receiver, or the estate of Tenant or its property in any Bankruptcy Proceeding; (iii) any similar person or officer, appointed under
Bankruptcy Law or otherwise; and (iv) any direct or indirect assignee of Tenant’s estate under the Lease.


 


2.            Guarantor
unconditionally and irrevocably guarantees that Tenant shall promptly pay in full and perform the Obligations when due in accordance with
the Lease. If any of the Obligations is not timely paid, performed or observed, then Guarantor shall, promptly after written notice thereof
and prior to the expiration of any applicable cure period specified in the Lease, pay or perform the same regardless of (a) any defense
counterclaim which Tenant or Guarantor may have or assert against Landlord, (b) whether Landlord shall have taken any steps to enforce
any rights against Tenant or any other person, (c) termination of the Lease as a result of Tenant's default, or (d) any other
condition or contingency. Guarantor’s liability is primary, not secondary, in the full amount of the Obligations, including interest,
default interest, costs, and fees, including Legal Costs, relating to the Obligations, including any and all of the foregoing that would
have accrued and become payable but for any Bankruptcy Proceeding affecting Tenant or any ruling or determination in a Bankruptcy Proceeding
affecting Tenant.


 


3.            Guarantor's
guaranty of the Obligations pursuant to this Guaranty shall in no way be affected or impaired by reason of the happening from time to
time of any of the following, whether or not Guarantor has been notified thereof or consented thereto: (a) Landlord's waiver of the
performance or observance by Tenant, Guarantor or any other party of any covenant or condition contained in the Lease or this Guaranty;
(b) any extension, in whole or in part, of the time for payment or performance by Tenant or Guarantor of any of the Obligations,
(c) any extension or the renewal of the Lease or this Guaranty; (d) any assignment of the Lease or subletting of the Premises
or any part thereof; (e) any modification or amendment (whether material or otherwise) of any of the Obligations of Tenant or Guarantor
under the Lease or this Guaranty; (f) any extension or renewal of the Lease; (g) any expansion or reduction in the size of the
Premises; (h) the doing or the omission of any act referred to in the Lease or this Guaranty (including the giving of any consent
referred to in the Lease or this Guaranty); (i) Landlord's failure or delay to exercise any right or remedy available to Landlord
or any action on the part of Landlord granting indulgence or extension in any form whatsoever; (j) the voluntary or involuntary liquidation,
dissolution, sale of any or all of the assets, marshaling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding, including
without limitation, any Bankruptcy Proceeding, affecting Tenant or Guarantor or any of Tenant's or Guarantor's assets; or (k) the
release of Tenant or Guarantor from the performance or observation of any covenant or condition contained in the Lease or this Guaranty
by operation of law.


 






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4.            The
Obligations shall be determined without regard to any deferral, modification, or reduction in any Bankruptcy Proceeding. Hence Guarantor’s
liability may exceed that of Tenant. The Obligations shall include Tenant’s obligations to pay: (i) for use or occupancy or
otherwise in substitution for any Obligation; and (ii) any damages or judgment for failure to pay or perform any Obligation, whether
monthly or covering the Lease term or any combination. Guarantor’s obligations shall be subject to no counterclaim, credit, deduction,
defense, offset, reduction, or setoff of any kind, except as may otherwise be expressly provided under the Lease.


 


5.            Notice
of acceptance of this Guaranty and notice of any obligations or liabilities contracted or incurred by Tenant are hereby waived by Guarantor.
Guarantor hereby waives presentment, notice of dishonor, protest and notice of non-payment or non-performance.


 


6.            This
Guaranty (a) shall be governed by the laws of the State of Michigan, (b) may not be modified or amended except by a written
agreement duly executed by the parties, and (c) shall be binding upon, and inure to the benefit of, the parties hereto and their
respective heirs, personal representatives, successors and assigns.


 


7.            Guarantor's
liability shall be primary and joint and several with that of Tenant. Landlord may proceed against Guarantor under this Guaranty without
initiating or exhausting any remedy against Tenant, and may proceed against Tenant and Guarantor separately or concurrently.


 


8.            Within
ten (10) days after Landlord's written request, Guarantor shall execute and deliver to Landlord a written statement certifying the
existence and effectiveness of this Guaranty.


 


9.            All
claims which Guarantor may have against Tenant by reason of the Guaranty, whether by way of subrogation to any position of Landlord or
for contribution or reimbursement, shall be subordinate to any outstanding claims which Landlord may have against Tenant. Guarantor hereby
releases Landlord from any and all liability to Guarantor or Tenant for failing to recognize, observe or protect any legal or equitable
rights Guarantor may have with respect to Tenant, the Premises or the Lease. No such failure on the part of Landlord shall release Guarantor
of any of its liability under this Guaranty.


 


10.            Any
notice which Landlord may elect to send shall be binding upon Guarantor if mailed to Guarantor's address set forth above or last address
known to Landlord, by nationally-recognized overnight courier.


 






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11.            This
Guaranty is absolute and is not conditioned in any way upon the genuineness, validity or enforceability of the Lease.


 


12.            So
long as the financial statements of Limbach Holdings, Inc., a Delaware corporation (the “Parent Corporation”)
are publicly available, Guarantor shall not have any financial reporting requirements under this Guaranty. Notwithstanding the foregoing,
should, the Parent Corporation’s financial statements no longer be made publicly available, Guarantor shall be required to provide
Landlord with annual CPA audited financial statements of Guarantor (with corresponding notes) within ninety (90) days after the end of
each fiscal year of Guarantor. Notwithstanding the above requirements, upon the request of Landlord (but not more than twice in any calendar
year if no Event of Default exists hereunder), Guarantor shall provide Landlord with internally prepared financial statements for Guarantor’s
most recently completed month and year-to-date periods and supporting financial information as reasonably requested within ten (10) business
days after Landlord’s written request, which statements shall be certified by the Chief Financial Officer of Guarantor as true,
complete and accurate.


 


13.            This
Guaranty shall remain in full force and effect as written until notification by Landlord that all of Tenant’s Obligations under
the Lease have been satisfied.


 


14.            GUARANTOR
KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY (a) CONSENTS IN EACH ACTION AND OTHER LEGAL PROCEEDING COMMENCED BY LANDLORD
AND ARISING OUT OF OR OTHERWISE RELATING TO THIS GUARANTY OR THE LEASE TO THE JURISDICTION OF ANY COURT LOCATED IN THE COUNTY OF MONROE
IN THE STATE OF MICHIGAN THAT IS EITHER A COURT OF RECORD OF THE STATE OF NEW YORK OR THE UNITED STATES OF AMERICA AND (b) WAIVES
EACH OBJECTION TO THE LAYING OF VENUE OF ANY SUCH ACTION OR OTHER LEGAL PROCEEDING.


 


15.            GUARANTOR
HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, CLAIM OR COUNTERCLAIM BROUGHT IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS GUARANTY.


 


16.            Time
is of the essence with respect to each obligation of Guarantor.


 


17.            This
Guaranty may be executed and delivered by facsimile, PDF or other electronic means and such execution and delivery shall render this Guaranty
binding on Guarantor as if an original signature page had been delivered. This Guaranty may be executed in any number of counterparts,
each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as
if all signatures had been on the same signature page.


 


[Signature Page to Follow]


 






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IN WITNESS WHEREOF, Guarantor has caused this Guaranty
to be executed as of the date first above written.


 


	 	GUARANTOR:
	 	 
	 	 
	 	LIMBACH FACILITY SERVICES LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 


 


	 STATE OF _____________	)	 
	COUNTY OF ___________	)   SS:	 


 


On the ________ day of __________, in the year
2022, before me the undersigned, a Notary Public in and for said State, personally appeared _______________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individuals(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.


 


	 	 
	 	NOTARY PUBLIC


 






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