Exhibit 10.10

	
	LEASE AGREEMENT
LSOP 3 MD 3, LLC
Landlord
AND
ASCEND ONE CORPORATION
Tenant
AT
9755 Patuxent Woods Drive, Columbia, MD
4852824.12376611 2447206/20/2016 





	
	§
L
1,_
J:
~
i.
..2:
L
..&
2:
!.Q.
11:
12.
13.
ti,
li
~
11
1!.
12:
20.
lb
ll,
23.
M.
25.
26.
ll
28.
l2.,_
30.
Section
TABLE OF CONTENTS
LEASE AGREEMRNT
Page
Basic Lease Tenns and Definitions .............................................................................. ................................................ I
Premises ....................................................................................................................................................................... 2
Use ............................................................................................................................................................................... 2
Tenn: Possession .......................................................................................................................................................... 2
Rent: Taxes ................................................................................................................................................................... 3
Operating Expenses ........................................................................................................................ .............................. 3
Services ........................................................................................................................................................................ 3
Insurance: Waivers: Indemnification ................................................................................ ... ........................................ 4
Maintenance and Repairs ................................................................................. ............................................................ 4
Compliance ........................................................................................................................................ .......................... 5
Signs ................................................................................................................. ............................................................ 5
Alterations ....................................... ,0 .......................................... ................................................................................. 6
Mechanics' Liens ......................................................................................................................................................... 6
Landlord's Right of Entry ............................................................................................................................................ 6
Damage by Fire or Other Casualty ............................................................................................................................... 7
Condemnation .............................................................................................................................................................. 7
Quiet Enjoyment .......................................................................................................................................................... 7
Assignment and Subletting ........................................................................................................................................... 7
Subordination: Mortgagee's Rights ......................................................... ..................................................................... &
Tenant's Certificate: Financial lnformation: Other Disclosures by Tenant... ............................................................... 8
Surrender ............................................................................................................... ....................................................... 9
Defaults - Remedies ..................................................................................................................................................... 9
Tenant's Authority ..................................................................................................................................................... 11
Liability of Landlord .................................................................................................................................................. 11
Miscellaneous ................................... .......................................................................................................................... 11
Notices ....................................................................................................................................................................... 12
Security Deposit ......................................................................................................................................................... 12
Brokers .................................... ................................................................ , .................................................................. 1 2
Governing Law ...................................................................................................................... 13
Renewal Option ..................................................................................................................... 13 





	
	THIS LEASE AGREEMENT {"Lease") is made by and between LSOP 3 MD 3, LLC, a Delaware
limited liability company {"Landlord") and ASCEND ONE CORPORATION, a Maryland corporation ("Tenant"),
and is dated as of the date on which this Lease has been fully executed by Landlord and Tenant.
I. Basic Lease Terms and Definitions
(a) Premises: 16,206 renlable square feet located on the first (1") floor of the Building, as shown on
lhe location plan attached hereto as Exhibit A as a part hereof.
(b) Auilding: 9755 Patuxent Woods Drive Building containing approximately 98,933 rentable square
feet.
(c) Building Address: 9755 Patuxcnt Woods Drive, Columbia, Maryland 21046
(d) Tenn: 63 full calendar months (plus any partial month from the Commencement Date until the
first day of the next full calendar month during the Term).
(e) Commencement Date: February 1, 2018
(f) Expiration Date: April 30, 2023
(g) Minimum Annual Rent: Payable in monthly installments a~ follows:
MONTH MONTHLY ANNUAL
INSTALLMENTS
Fcbrua1y 1, 2018-January 31, 2019 $28 360.50* $340 326.oo•
February I, 2019-January 31, 2020 S292l l.31 $350,535.78
February I, 2020-January 31 2021 $30 087.65 $361,051.85
February 1, 2021-January 31, 2022 $30,990.28 $371,883.40
February I, 2022-January 31 2023 $31,919.99 $383,039.90
February l, 2023-April 30, 2023 $32,877.59 $98,632.77**
 • Provided that Tenant has faithfully performed all of the terms and conditions of this Lease, Landlord
agrees to abate Tenant's obligation to pay Minimum Annual Rent for the months of February, March and
April of 20 l 8 (the "Conditional Rent"). Upon the occun-ence of an Event of Default at any time during the
Tenn which remains uncured beyond applicable notice and cure periods, in addition to any other remedies
to which Landlord may be entitled, Landlord shall be entitled to recover the unamortized portion of the
Conditional Rent (amortiicd on a straight line basis over the final 60 months of the initial Tenn) (i.e., such
portion of the Conditional Rent shnll not be deemed to have been abated, but shaJI become immediately due
and payable as unpaid rent earned, but due at the lime of such Event of Default).
** Represents three (3) months of Minimum Annual Rent.
(h) Annual Operating Expenses: Payable in monthly installments as estimated by Landlord, over a
2018 Base Year, subject to adjustment as provided in this Lease.
(i) Tenant's Share: 16.38% as to the Building (also see Definitions)
(i) Use: General and administrative offices and the operation ofan ancillary small medical laborntory
to conduct blood analysis and similar tests to further Tenant's core wellness business in
compliance with all applicable Laws.
(k) Security Deposit: $32,877.59
(I) Addresses For Notices: 





	
	2.
Landlord:
LSOP 3 MD 3, LLC
c/o Greenfield Partners, I .LC
2 Post Road West
Westport, CT 06880
Attn: Barry P. Marcus
Tenant:
Premises
(m) Additional Defined Terms: Sec Rider 1 for the definitions of other capitalized terms.
(n) Parking Spaces: 64 spaces in the parking deck or surface parking lot adjacent to the Building
("Parking Facility") on a non-exclusive, um·eserved basis.
(o) Contents: The following arc attached to and made a part of this Lease:
Rider l • Additional Definitions
Premises
Exhibits: A - Plan showing Premises
B - Building Rules
C - Estoppel Certificate Form
D- Cleaning Schedule
(a) Subject to the terms of this Lease, Landlord leases to Tenant and Tenant leases from Landlord the
Premises, together with the right in common with others to use the Common Areas. Tenant accepts the Premises,
Building and Common Areas "AS IS", without relying on any representation, covenant or warranty by Landlord.
Additionally, Tenant acknowledges that as of the date of this Lease Tenant is already in occupancy of the Premises
as a subtenant. Landlord and Tenant (a) acknowledge that all square foot measurements arc approximate and
(b) stipulate and agree to the rentable square footages set forth in Sections I (a) and (b) above for all purposes with
respect to th is Lease.
(b) Tenant, at no additional charge, may use the number of Parking Spaces in the Parking Facility
indicated in Section l(n) on a non-exclusive, unreserved basis, except as may be expressly set forth in Section l{n).
Landlord does not guaranty that Tenant will he able to use the Parking Spaces in case of a casualty, act of God, or
other force majeurc event or condemnation affecting the Parking facility. Except to the extent caused by the
negligence or misconduct of Landlord or its Agents, Landlord will not be liable for damage to any vehicle using the
Parking Facility pursuant to this Lease, including theft, collision, fire, or any other damage to such vehicle; Landlord
will not be responsible for articles left in such vehicles; J .andlord will not be liable for loss of use of any such
vehicles that are damaged while using the Parking Facility. Except to the extent caused by the negligence or
misconduct of Landlord or its Agents, Landlord will not be liable for any injury to any person using the Parking
facility regardless of the cause of such injury; all persons using the Parking Facility will do so at their own risk.
Tenant may not assign its right to use the Parking Spaces, except (a) in conjunction with a pennitted assignment of
this Lease or sublease of the Premises and (b) for periodic use by Tenant's clients and affiliates.
3. Use
2 





	
	Tenant shall occupy and use the Premises only for the Use specified in Section I above. Tenant shall not permit any
conduct or condition which may endanger, disturb or otherwise interfere with any other Building occupant's nonnal
operations or with the management of the Building.
4. Term; Possession
The Term of this Lease shall commence on the Commencement Date and shall end on the Expiration Date, unless
sooner tenninatcd in accordance with this Lease, or renewed pursuant to any extension option set forth herein.
s. Rent; Taxes
Tenant agrees to pay to Landlord, without demand, deduction, setoff, counterclaim or offset, Minimum Annual Rent
and Annual Operating Expenses for the Term. Tenant shall pay the Monthly Rent, in advance, on the first day of
each calendar month during the Term, at Landlord's address designated in Section I above unless Landlord
designates otherwise; provided that Monthly Rent for the fourth (4th) full month shall be paid at the signing of this
Lease. If the Commencement Date is not the first day of the month, the Monthly Rent for that partial month shall be
apportioned on a per diem basis and shall be paid on or before the Commencement Date. Tenant shall pay Landlord
a service and handling charge equal to 5% of any Rent not paid within 5 business days after the date due. ln
addition, any Rent, including such charge, not paid within 5 business days after the due date will bear interest at the
Interest Rate from the date due to the date paid. Tenant shall pay before delinquent all taxes levied or assessed
upon, measured by, or arising from: (a) the conduct of Tenant's business; (b) Tenant's leasehold estate; or (c)
Tenant's property. Additionally, Tenant shall pay to Landlord all sales, use, transaction privilege, or other excise
tax that may at any time be levied or imposed upon, or measured by, any amount payable by Tenant under this
Lease.
6. Operating Expenses
Commencing on the Commencement Date and continuing throughout the Tenn, Tenant shall pay, in monthly
installments, Tenant's Share of Operating Expenses for the calendar year in question in excess of Operating
Expenses incurred during the Base Year. Landlord may estimate any such excess and may adjust such amount from
time to time if the estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant
separately from time to time for Tenant's Share of any extraordinary or unanticipated Operating Expenses. If any
expense (including without limitation any tax or insurance premium) included within the Operating Expenses
incurred during the Base Year is thereafter reduced or eliminated (an "Expense Reduction"), then for the purpose of
calculating Tenant's Share of Operating Expenses, the applicable Base Year amount shall he reduced to reflect the
Expense Reduction. By April 30th of each year (and as soon as practical after the expiration or tennination of this
Lease or, at Landlord's option, after a sale of the Property), Landlord shall provide Tenant with a statement of
Operating Expenses for the preceding calendar year or part thereof. Within 30 days after delivery of the statement
to Tcnont, Landlord or Tenant shall pay to the other the 11mount of any overpayment or deficiency then due from one
to the other or, at Landlord's option, Landlord may credit Tenant's account for any overpayment. If Tenant does not
give Landlord notice within 60 days after receiving Landlord's statement that Tenant disagrees with the statement
and specifying the items and amounts in dispute, Tenant shall be deemed to have waived the right to contest the
statement and the amounts set forth in such statement shall thereafter be deemed conclusive against Tenant.
Landlord's and Tenant's obligation to pay any overpayment or deficiency due the other pursuant to this Section shall
survive the expiration or tcnnination of this Lease. Notwithstanding any other provision of this Lease to the
contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing and
allocating Operating Expenses, including the method of allocating Operating Expenses to various types of space
within the Building to reflect any disparate levels of services provided to different types of space. If the Building is
not fully occupied during any period, Landlord will make a reasonable adjustment based on occupancy in computing
the Operating Expenses for such period so that Operating Expenses are computed as though the Building had been
fully occupied.
7. Service.c;
Landlord, pursuant to the terms of this Section, will furnish the following services for the normal use and occupancy
of the Premises for general office purposes: (i) electricity, (ii) heating and air conditioning in season during Normal
Business Hours, (iii) water, (iv) trash removal and janitorial services pursuant to the cleaning schedule attached as
3 





	
	Exhibit D and (v) such other services Landlord reasonably determines are appropriate or necessary. If Tenant
requests, and if Landlord is able to furnish, services in addition to those identified above, including heating or air
conditioning outside of Nonnal Business Hours, Tenant shall pay Landlord's reasonable charge for such
supplemental services. If because of Tenant's density, equipment or other Tenant circumstances, Tenant puts
demands on the Building Systems in excess of those of the typical office user in the Building, Landlord may install
supplemental equipment and meters at Tenant's expense. Landlord does not warrant that any utility or other
services Landlord furnishes may not he interrupted or delayed, and, accordingly, Landlord shall not be responsible
or liable for any interruption in such services, nor shall such interruption affect the continuation or validity of this
Lease. Landlord shall have the exclusive right to select, and to change, the companies providing such services to the
Building or Premises, and to purchase green or renewable energy; provided that no such change shall materially
impact Tenant's costs hereunder. Any wiring, cabling or other equipment necessary to connect Tenant's
telecommunications equipment shall be Tenant's responsibility, and shall be installed in a manner approved by
Landlord. In the event Tenant's consumption of any uLility or other service included in Operating Expenses is
excessive when compared with other occupants of the Property, as determined in Landlord's reasonable discretion,
Landlord may invoice Tenant separately for, and Tenant shall pay on demand, the cost of Tenant's excessive
consumption, as reasonably detennined by Landlord.
8. Insurance; Waivers; Indemnification
(a) Tenant, at its expense, shall keep in effect commercial general liability insurance, including
blanket contractual liability insurance, covering Tenant's use of the Property, with such coverages and limits of
liability as Landlord may reasonably require, but not less than a $1,000,000 combined single limit with a $3,000,000
general aggregate limit (which general aggregate limit may be satisfied by an umbrella liability policy) for bodily
injury or property damage; however, such limits shall not limit Tenant's liability hereunder. The policy shall name
Landlord and any other associated or affiliated entity as their interests may appear and at Landlord's request, any
Mortgagec(s), as additional insureds, shall be written on an "occurrence" basis and not on a "claims made" basis and
shall be endorsed to provide that it is primary to and not contributory to any policies carried by Landlord and to
provide that it shall not be cancelable or reduced without at least 30 days prior notice to. The insurer shall be
authorized to issue such insurance, licensed to do business and admitted in the state in which the Property is located
and rated at least A Vil in the most current edition of Best 's insurance Reports. Tenant shal1 deliver to Landlord on
or before the Commencement Date or any earlier date on which Tenant accesses the Premises, and at least 30 days
prior to the date of each policy renewal, n certificate of insurance evidencing such coverage.
(b) Landlord and Tenant each waive, and release each other from and against, all claims for recovery
against the other for any loss or damage to the property of such party arising out of fire or other casualty coverable
by a standard "Causes of Loss-Special Form" property insurance policy with, in the case of Tenant, such
endorsements and additional coverages as are considered good business practice in Tenant's business, even if such
loss or damage shall be brought about by the fault or negligence of the other party or its Agents; provided, however,
such waiver by Landlord shall not be effective with respect to Tenant's liability described in Sections 9(b) and I 0(d)
below. This waiver and release is effective regardless of whether the releasing party actually maintains the
insurance described above in this subsection and is not limited to the amount of insurance actually carried, or to the
actual proceeds received after a loss. Each party shall have its insurance company that issues its property coverage
waive any rights of subrogation, and shall have the insurance company include an endorsement acknowledging this
waiver, ifnecessary. Tenant assumes all risk of damage of Tenant's property within the Property, including any loss
or damage caused by water leakage, fire, windstorm, explosion, theft, act of any other tenant, or other cause.
(e) (c) Subject to subsection (b) above, and except to the extent caused by the negligence or
misconduct of Landlord or its Agents, Tenant will indemnify, defend, and hold harmless Landlord and its Agents
from and against any and all claims, actions, damages, liability and expense (including reasonable fees of attorneys,
investigators and experts) which may be asserted against, imposed upon, or incun-ed by Landlord or its Agents and
arising out of or in connection with loss of life, personal injury or damage to property in or about the Premises or
arising out of the occupancy or use of the Prope1ty by Tenant or il~ Agents or occasioned wholly or in part by any
act or omission of Tenant or its Agenls, whether prior to, during or after the Tcim. Tenant's obligations pursuant to
this subsection sha11 survive the expiration or termination of this I.ease.
(d) Subject to subsection (b) above, and except to the extent caused by the negligence or willful
misconduct of Tenant or its /\gents, Landlord will indemnify, defend, and hold ham1less Tenant from and against
4 





	
	any and all claims, actions, damages, liability and expense (including foes of attorneys, investigators and experts)
which may be asserted against, imposed upon, or incurred by Tenant and arising out of Landlord's negligence or
intentional misconduct. Landlord's obligations pursuant to this subsection shall survive the expiration or
termination of this Lease.
9. Maintenance end Repairs
(a) Landlord shall Maintain the Building, including the Premises (except to the extent of Tenant's
obligations set forth in Section 9(b) hereof), the Common Areas, the Building Systems and any other improvements
owned by Landlord located on the Property. If Tenant becomes aware of any condition that is Landlord's
responsibility to repair, Tenant shall promptly notify Landlord of the condition.
(b) Subject to Landlord's obligation to provide trash removal and janitorial service pursuant to
Section 7 hereof, Tenant at its sole expense shall keep the Premises and the fixtures, improvements, equipment, and
finishes, and any Alterations therein in clean, safe, and sanitary condition and in good order and repair and will
cause no waste or injury thereto. Alterations, repairs and replacements to the Property, including the Premises,
made necessa1y because of Tenant's Alterations or installations, any use or circumstances special or particular to
Tenant, or any act or omission of Tenant or its Agents shall be made at the sole expense of Tenant to the extent not
covered by any applicable insurance proceeds paid to Landlord.
10. Complionce
(a) Tenant will, at its expense, promptly comply with all Laws now or subsequently pertaining to the
Premises or Tenant's use or occupancy. Tenant will pay any taxes or other charges by any authority on Tenant's
property or trade fixtures or relating to Tenant's use of the Premises. Neither Tenant nor its Agents shall use the
Premises in any manner that under any Law would require Landlord to make any Alteration to or in the Building or
Common Areas (without limiting the foregoing, Tenant shall not use the Premises in any manner that would cause
the Premises or the Property to be deemed a "place of public accommodation" under the ADA if such use would
require any such Alteration). Tenant shall be responsible for compliance with the ADA, and any other Laws
regarding accessibility, with respect to the Premises to the extent of items triggered by Tenant's specific use of the
Premises or any Alteration made by or on behalf of Tenant. Except as set forth in the preceding sentence, Landlord
shall be responsible for compliance with the ADA, and any other Laws regarding accessibility, with respect to the
Building and the Property.
(b) Tenant will comply, and will cause its Agents to comply, with the Building Rules.
(c) Tenant agrees not to do anything or fail to do anything which will increase the cost of Landlord's
insurance or which will prevent Landlord from procuring policies (including public liability) from companies and in
a fonn satisfactory to Landlord. If any breach of the preceding sentence by Tenant causes the rate of fire or other
insurance to be increased, Tenant shall pay the amount of such increase as additional Rent within 30 days after being
billed.
(d) Tenant agrees that (i) no activity will be conducted on the Premises that will use or produce any
Hazardous Materials, except for activities which arc part of the ordinary course of Tenant's business and arc
conducted in accordance with all Environmental Laws ("Permitted Activities"); (ii) the Premises will not be used for
storage of any Hazardous Materials, except for materials used in the Pel1llittcd Activities which arc properly stored
in a manner and location complying with all Environmental Laws; {iii) no portion of the Premises or Property will
be used by Tenant or Tenant's Agents for disposal of Hazardous Materials; (iv) Tenant will deliver to Landlord
copies of all Material Safety Data Sheets and other written information prepared by manufacturers, importers or
suppliers of any chemical; and (v) Tenant will immediately notify 1 ,andlord of any violation by Tenant or Tenant's
/\gents of any Environmental Laws or the release or suspected release of Hazardous Materials in, under or about the
Premises, and Tenant shall immediately deliver to Landlord a copy of any notice, filing or pennit sent or received by
Tenant with respect to the foregoing. If at any time dw·ing or after the Term, any portion of the Property is found to
be contaminated by Tenant or Tenant's Agents or subject to conditions prohibited in this Lease caused by Tenant or
Tenant's Agents, Tenant will indemnify, defend and hold Landlord harmless rrom all claims, demands, actions,
liabilities, costs, expenses, reasonable attorneys' fees, damages and obligations of any nature arising from or as a
result thereof, and Landlord shall have the right to direct remediation activities, all of which shall be perfom1ed at
5 





	
	Tenant's cost. Tenant's obligations pursuant to this subsection shall survive the expiration or tennination of this
Lease.
(e) Tenant agrees to use commercially reasonable efforts, to ensure that its operations at the Premises
do not adversely affect any efforts by Landlord to obtain or maintain the accreditation of the Building or the
Property for any so-called "green initiative" such as LEED certification (including, without limitation, compliance
with any commercially reasonable recycling plan instituted by Landlord at the Building); provided that Landlord
provides Tenant with at least thirty (30) days' prior written notice of any such "green initiative" obtained or then
being pursued by Landlord. Any future plan for such accreditation may be appended to and become a part of the
Building Rules, and may result in a modification to the cleaning schedule set forth on Exhibit D.
I l. Signs
Landlord will furnish Tenant building standard identification signage on the interior Building directory, if
applicable, and on or beside the main entrance door to the Premises. Tenant shall not place any signs on the
Property without the prior consent of Landlord, other than signs that are located wholly within the interior of the
Premises and not visible from the exterior of the Premises. Tenant shall maintain all signs installed by Tenant in
good condition and in compliance with all applicable Laws and the Buildrng Rules. Tenant shall remove its signs at
the termination of this Lease, shall repair any resulting damage, and shall restore the Property to its condition
existing prior to the installation of Tenant's signs.
12. Alterations
Except for non-strucn1ral Alterations lhat (i) do not exceed $25,000.00 in the aggregate during the Term, (ii) are not
visible from the exterior of the Premises, (iii) do not affect any Building System or the structural strength of the
Building, (iv) do not require penetrations into the floor, ceiling or walls, and (v) do not require work within the
walls, below the floor or above the ceiling, Tenant shall not make or pennit any Alterations in or to the Premises
without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. With respect to any
Alterations made by or on behalf of Tenant (whether or not the Alteration requires Landlord's consent): (i) not less
than 10 days prior to commencing any Alteration, Tenant shall deliver to Landlord the plans, specifications and
necessary pem1its for the Alteration, together with certificates evidencing that Tenant's contractors and
subcontractors have adequate insurance coverage naming Landlord and any other associated or affiliated entity as
their interests may appear as additional insureds, (ii) Tenant shall obtain Landlord's prior written approval of any
contractor or subcontractor, (iii) the Alteration shall be constructed with new materials, in a good and workmanlike
manner, and in compliance with all Laws and tl1e plans and specifications delivered to, and, if required above,
approved by Landlord, (iv) TenanL shall pay Landlord all reasonable costs and expenses in connection with
Landlord's review of Tenant's plans and specifications, and of any supervision or inspection of the construction
Landlord deems necessary (such costs not to exceed lhe greater of $750.00 and 5% of the total cost of the
Alteration), and (v) upon I .andlord's request Tenant shall, prior to commencing any Alteration, provide Landlord
reasonable security against liens arising out of such construction. Any Alteration by or on behalf of Tenant shall be
the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the
Alteration shall, at Landlord's option, either remain on the Property and become the property of Landlord or be
removed by Tenant, in which event Tenant will repair any resulting damage and will restore the Premises to the
condition existing prior to Tenant's Alteration. At Tenant's request prior to any Alterations being perfonned by, for,
or on behalf of, Tenant, Landlord will notify Tenant in writing whether Tenant is required to remove the specific
Alteration(s) at the expiration or termination of this Lease. Notwithstanding anything contained herein to the
contrary, Tenant shall be expressly required to remove (upon the expiration or earlier termination of this Lease) the
medical laboratory installed in the Premises by Tenant when Tenant was a subtenant of the Premises and to restore
any damage caused as a result of such removal. Tenant may install its trade fixtures, furniture and equipment in the
Premises, provided that the installation and removal of them will not affect any structural portion of the Property,
any Building System or any other equipment or facilities serving the Building or any occupant.
13. Mechanics' Liens
Tenant promptly shall pay for any labor, services, materials, supplies or equipment furnished to Tenant in or about
the Premises. Tenant shall keep the Premises and the Properly free from any liens arising out of any labor, services,
materials, supplies or equipment furnished or alleged to have been furnished to Tenant. Tenant shall take all steps
6 





	
	pennittcd by law in order to avoid the imposition of any such lien. Should any such lien or notice of such lien be
filed against the Premises or the Property, Tenant shall discharge the same by bonding or otherwise within 15 days
after Tenant has notice that the lien or claim is filed regardless of the validity of such lien or claim.
14. Landlord's Right to Relocate Tenant; Right of Entry
Landlord may relocate Tenant from the Premises to comparable space in any building owned by Landlord
or an Affiliate of Landlord located at 9755-9830 Patuxcnt Woods Drive as reasonably determined by Landlord.
Landlord will give Tenant at least 120 days advance notice of relocation and will pay for all reasonable costs of such
relocation, including costs of needed alterations/improvements to Tenant's new space. Such a relocation shall not
terminate, modify or otherwise affect this lease except that "Premises" shall refer to the relocation space rather than
the old location identified in Section l(a); and Tenant shall have no obligation to remove Tenant's medical lab from
the pre-relocation space. Notwithstanding the preceding, Landlord agrees not to exercise its rights lo relocate
Tenant under this Section 14 prior to February I, 2020.
Tenant shall permit Landlord and its Agents to emcr the Premises at all reasonable times following
reasonable notice (except in an emergency, at which time no notice shall be required) to inspect, Maintain, or make
Alterations to the Premises or Property, to exhibit the Premises for the purpose of sale or financing, and, during the
last 12 months of the Term, to exhibit the Premises to any prospective tcnanl. Landlord will make reasonable efforts
not to inconvenience Tenant in exercising such rights, but Landlord shall not he liable for any interference with
Tenant's occupancy resulting from Landlord's entry.
15. Damage by Fire or Other Casualty
If the Premises or Common Areas shall be damaged or destroyed by fire or other casualty, Tenant shall promptly
notify Landlord, and Landlord, subject to the conditions set forth in this Section, shall repair such damage and
restore the Premises or Common Areas to subst11Dtially the same condition in which they were immediately prior to
such damage or destruction, but not including the repair, restoration or replacement of the fixtures, equipment, or
Alterations installed by or on behalf of Tenant. Landlord shall notify Tenant, within 30 days after the date of the
casualty, if Landlord anticipates that the restoration will take more than 180 days from the date of the casualty to
complete; in such event, either Landlord or Tenant (unless the damage was caused by Tenant) may terminate this
Lease by giving notice lo the other within 10 days after Landlord's notice, which notice shall specify a tennination
date not less than ten (10) days or more than thirty (30) days after such termination notice; provided Landlord's
election to terminate may be contained in the original notice to Tenant. If a casualty occurs during the last 12
months of the Term, Landlord may terminate this Lease unless Tenant has the right to extend the Tem1 for at least 3
more years and docs so within 30 days after the date of the casualty. Moreover, notwithstanding anything herein to
the contrary, Landlord may terminate this Lease if the loss is not covered by the insurance proceeds actually
received by Landlord and available to be used toward the restoration of the Premises or Common Areas, which shall
not include proceeds of insurance paid or payable to any Mortgagee unless such Mortgagee agrees in writing allow
such funds to be used toward the restoration. Tenant will receive an abatement of Minimum Annual Rent to the
extent the Premises are rendered untcnantable as a result of the casualty.
16. Condemnation
If (a) all of the Premises are Taken, (b) any part of the Premises is Taken and the remainder is insufficient in
Landlord's opinion for the reasonable operation of Tenant's business, or (c) any of the Property is Taken, and, in
Landlord's opinion, it would be impractical or the condemnation proceeds are insufficient to restore the remainder,
then this Lease shall tem1inate as of the date the condemning authority takes possession. If this Lease is not
tenninated, Landlord shall restore the Building to a condition as near as reasonably possible to the condition prior to
the Taking, the Minimum Annual Rent shall be abated for the period of time all or a part of the Premises is
untenantable in proportion to the square foot area untenantable, and this Lease shall be amended appropriately. The
compensation awarded for a Taking shall belong to Landlord, except to the extent provided herein. Except for any
relocation benefits and any portion of a condemnation award allocable to Tenant's personal property to which
Tenant may be entitled, Tenant hereby assigns all claims against the condemning authority to Landlord, including,
but not limited to, any claim relating to Tenant's leasehold estate.
7 





	
	17. Quiet Enjoyment
Landlord covenants that Tenant, upon performing all of its covenants, agreements and conditions of this Lease, shall
have quiet and peaceful possession of the Premises as against anyone claiming by or through Landlord, subject,
however, to the terms of this Lease.
18.
19.
Assignment and Subletting
a. Except as provided in Section (b) below, Tenant shall not enter into nor pennit any Transfer
voluntarily or by operation of law, without the prior consent of Landlord, which consent shall not
be unreasonably withheld. Without limitation, Tenant agrees that Landlord's consent shall not be
considered unreasonably withheld if (i) the proposed transferee is an existing tenant of Lundlord or
an affiliate of Landlord, or has negotiated with Landlord or an affiliate of Landlord for space
anytime in the last twelve (12) calendar months, (ii) the business, business reputation, or
creditworthiness of the proposed transferee is unacceptable to Landlord, (iii) Landlord or an
affiliate of Landlord has comparable space available for lease by the proposed transferee or (iv)
Tenant is in default under this Lease or any act or omission has occurred which would constitute a
default with the giving of notice and/or the passage of time. A consent to one Transfer shall not be
deemed to be a consent to any subsequent Transfer. In no event shall any Transfer relieve Tenant
from any obligation under this Lease. Landlord's acceptance of Rent from any person shall not be
deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any
Transfer. Any Transfer not in conformity with this Section 18 shall be void at the option of
Landlord.
b. Landlord's consent shall not be required in the event of any Transfer by Tenant to an Affiliate
provided that (i) the Affiliate has a tangible net worth at least equal to that ofTemmt as of the date
of this Lease, (ii) Tenant provides Landlord notice of the Transfer at least 30 days prior to the
effective date, together with current financial statements of the Affiliate certified by an executive
officer of the Affiliate, and (iii) in the case of an assignment or sublease, Tenant delivers to
Landlord an assumption agreement reasonably acceptable to Landlord executed by Tenant and the
Affiliate, together with a certificate of insurance evidencing the Affiliate's compliance with the
insurance requirements of Tenant under this Lease.
c. Upon any Transfer (other than to an Affiliate) Tenaut shall pay to Landlord, immediately upon
receipt, 50% of the excess of(i) all compensation received and to be received by Tenant for or as a
result of the Transfer over (ii) the Rent allocable to the Premises transferred.
d. If Tenant requests Landlord's consent to a Transfer, Tenant shaU provide Landlord, at least 15
days prior to the proposed Transfer, current financial statements of the transferee certified by un
executive officer of the transferee, a complete copy of the proposed Transfer docwnents, and any
other information Landlord reasonably requests. Immediately following any approved assignment
or sublease, Tenant shall deliver to Landlord an assumption agreement reasonably acceptable to
Landlord executed by Tenant and the transferee, together with a certificate of insurance
evidencing the transferee's compliance with the insurance requirements of Tenant under this
I.ease. Tenant agrees to reimburse Landlord for reasonable administrative and attorneys' fees in
connection with the processing and documentation of any Transfer for which Landlord's consent
is requested.
Subordination; Mortgagee's Rights
(a) Subject to Mortgagee's rights set forth in this Lease, Tenant accepts this Lease subject and
subordinate to any Mortgage now or in the future affecting the Premises. This clause shall be self-operative, but
within JO days after request, Tenant shall execute and deliver any further instruments confirming the subordination
of this Lease and any further instruments of attornment that the Mortgagee may reasonably request. However, any
Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant's consent, by giving notice to
Tenant, and this Lease shall then be deemed prior to such M011gagc without regard to their respective dates of
execution and delivery; provided that such subordination shall not affect any Mortgagee's rights with respect to
condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the
recording of such Mortgage and the execution of this Lease.
8 





	
	(b) Upon receipt of Tenant's written request, Landlord shall use its commercially reasonable efforts
(but with no obligation to pay any out-<>f-pocket fees or sums) to obtain from any Mortgagee n non-disturbance
agreement in favor of Tenant on such Mortgagee's standard form. Tenant acknowledges that no Mortgagee shall be
(i) liable for any act or omission of a prior landlord, (ii) subject to any rental offsets or defenses against a prior
landlord, (iii) bound by any amendment of this Lease made without its written consent, (iv) bound by payment of
Monthly Rent more than one month in advance or liable for any other funds paid by Tenant to Landlord unless such
funds actually have been transferred to the Mortgagee by Landlord, or (v) responsible for any Security Deposit,
except to the extent actually received by such Mortgagee.
(c) The provisions of Sections 15 and 16 above notwithstanding, Landlord's obligation to restore the
Premises after a casualty or condemnation shall be subject lo the consent and prior rights of any Mortgagee.
20. Tenant's Certificate; Financial Information; Other Disclosures by Tenant
(a) Within IO days after Landlord's request from time to time, (a) Tenant shall execute, acknowledge
and deliver to Landlord, for the benefit of Landlord, M01tgagce, any prospective Mortgagee, and any prospective
purchaser of Landlord's interest in the Property, an estoppel certificate in the form of attached Exhjbit C (or other
form reasonably requested by Landlord), modified as necessary to accurately state the facts represented, and (b}
Tenant shall furnish to Landlord, Landlord's Mortgagee, prospective Mortgagee and/or prospective purchaser
reasonably requested financial information.
(b) Tenant agrees to cooperate with Landlord to provide information reasonably required or requested
by Landlord to be provided to a regulatory or other recognized entity for the purpose of obtaining accreditation of
the Building or the Property for any so-called "green initiative" such as LEF.D certification, which cooperation shall
include, without limitation, providing electric consumption data or other relevant data in proper format for reporting
to the U.S. Green Building Council (or similar or successor authority selected by Landlord).
21. Surrender
(a) On the date on which this Lease expires or terminates, Tenant shall return possession of the
Premises to Landlord in good broom-dean condition, except for ordinary wear and tear, and casualty damage that
Tenant is not required to remedy under this Lease. Prior to the expiration or tem1ination of this Lease, Tenant shall
remove from the Property all furniture, trade fixtures, equipment, wiring and cabling (unless Landlord directs
Tenant otherwise), and nil other personal property installed by or on behalf of Tenant or its assignees or subtenants.
Tenant shall repair any damage resulting from such removal and shall restore the Property to good order and
condition. Any of Tenant's personal property not removed as required shall be deemed abandoned, and Landlord, at
Tenant's expense, may remove, store, sell or otherwise dispose of such property in such manner as Landlord may
see fit and/or Landlord may retain such property or sale proceeds as its property. If Tenant does not return
possession of the Premises to Landlord in the condition re4uired under this Lease, Tenant shall pay Landlord all
directly resulting damages I ,andlord may suffer.
(b) If Tenant remains in possession of the Premises after the expiration or 1em1ination of this Lease,
Tenant's occupancy of the Premises shall be that of a tenancy at will. Tenant's occupancy during any holdover
period shall otherwise be subject to the provisions of this Lease (unless clearly inapplicable), except that the
Monthly Rent shall be 150% of the Monthly Rent payable for the last full calendar month immediately preceding the
holdover. No holdover or payment by Tenant after the expiration or termination of this Lease shall operate to
extend the Tenn or prevent Landlord from immediate recovery of possession of the Premises by summary
proceedings or otherwise. Any provision in this Lease to the contrary notwithstanding, any holdover by Tenant shall
constitute a default on the part of Tenant under this Lease entitling Landlord to exercise, without obligation to
provide Tenant any notice or cure period, all of the remedies available to Landlord in the event of a Tenant default,
and Tenant shall be liable for all damages, including consequential damages, that Landlord suffers as a result of the
holdover, provided that such consequential damages shall only apply if Tenant holds over for more than 60 days.
22. Defaults - Remedies
(a) It shall be an Event of Default:
9 





	
	(i) If Tenant does not pay in full when due any and all Rent and, except as provided in
Section 22(c) below, Tenant fails to cure such default on or before the dnte that is 5 business days after Landlord
gives Tenant notice of default;
(ii) If Tenant enters into or pennits any Transfer in violation of Section 18 above;
(iii) If Tenant fails to observe and perfonn or otherwise breaches any other provision of this
Lease, and, except as provided in Section 22(c) below, Tenant fails to cure the default on or before the dale that is 15
days after Landlord gives Tenant notice of default; provided, however, if the default cannot reasonably be cured
within 15 days following Landlord's giving of notice, Tenant shall be afforded additional reasonable time (not to
exceed 30 days following Landlord's notice) to cure the default if Tenant begins to cure the default within 15 days
following Landlord's notice and continues diligently in good faith to completely cure the default; or
(iv) If Tenant becomes insolvent or makes a general assignment for the benefit of creditors or
offers a settlement to creditors, or if a petition in bankruptcy or for reorganization or for an arrangement with
creditors under any federal or state law is filed by or against Tenant, or a bill in equity or other proceeding for the
appointment of a receiver for any of Tenant's assets is commenced, or if any of the real or personal property of
Tenant shall be levied upon; provided that any proceeding brought by anyone other than Landlord or Tenant under
any bankruptcy, insolvency, receivership or similar law shall not constitute an Event of Default until such
proceeding has continued unstayed for more than 60 consecutive <lays.
(b) If an Event of Default occurs, in addition to all other rights and remedies available to Landlord at
law, in equity, by statute or otherwise, Landlord shall have the following rights and remedies:
(i) Landlord, without any obligation to do so, may elect to cure the default on behalf of
Tenant, in which event Tenant shall reimburse Landlord upon demand for any sums paid or costs incurred by
Landlord (together with an administrative fee of 10% thereof) in curing the default, which sums and costs shall be
deemed additional Rent;
(ii) To enter and repossess the Premises, by breaking open locked doors if necessary, and
remove all persons and all or any property, by action at law or otherwise, without being liable for prosecution or
damages. Landlord may, at Landlord's option, make Alterations and repairs in order to relet the Premises and relet
all or any part(s) of the Premises for Tenant's account. Tenant agrees to pay to Landlord on demand any deficiency
(taking into account all costs incurred by Landlord) that may arise by reason of such rclening. In the event of
reletting without termination of this Lease, Landlord may at any time thereafter elect to terminate this Lease for such
previous breach;
(iii) To accelerate the whole or any part of the Rent for the balance of the Term, and declare
the same to be immediately due and payable; and
(iv) To terminate this Lease and the Term without any right on the part of Tenant to save the
forfeiture by payment of any sum due or by other performance of any condition, term or covenant broken.
(c) Any provision to the contrary in this Section 22 notwithstanding, (i) Landlord shall not be required
to give Tenant the notice and opportunity to cure provided in Section 22(a)(i) or (iii) above more than two times in
any consecutive 12-month period, and thereafter Landlord may declare an Event of Default without affording
Tenant any of the notice and cure rights provided under this Lease, and (ii) Landlord shall not be required to give
such notice prior to exercising its rights under Section 22(b) if Tenant fails to comply with the provisions of Sections
13, 20 or 27 or in an emergency.
(d) No waiver by Landlord of any breach by Tenant shall be a waiver of any subsequent breach, nor
shall any forbearance by Landlord to seek a remedy for any breach by Tenant he a waiver by Landlord of any rights
and remedies with respect to such or any subsequent breach. Efforts by Landlord to mitigate the damages caused by
Tenant's default shall not constitute a waiver of Landlord's right to recover damages hereunder. No right or remedy
herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy provided
herein or by law, but each shall be cumulative and in addition to every other right or remedy given herein or now or
10 





	
	hereafter existing at law or in equity. No payment by Tenant or receipt or acceptance by Landlord of a lesser
amount than the total amount due Landlord under this Lease shall be deemed to be other than on account, nor shall
any endorsement or statement on any check or payment be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover the balance of Rent due, or
Landlord's right to pursue any other available remedy.
( e) If either party commences an action against the other party arising out of or in connection with this
Lease, the prevailing party shall be entitled to have and recover from the other party reasonable attorneys' fees, costs
of suit, investigation expenses and discovery costs, including costs of appeal.
(I) Landlord and Tenant waive the right to a trial by jury in any action or proceeding based upon or
related to, the subject matter of this Lease.
(g) Landlord shall use commercially reasonabfo efforts to mitigate its damages resulting from an
Event of Default by Tenant under this Lease. Landlord's obligation to mitigate damages after a default by Tenant
under this Lease shall be satisfied in full if Landlord undertakes to lease the Premises to another tenant (a "Substitute
Tenant") in accordance with the following criteria:
(i) Landlord shall have no obligation to solicit or entertain negotiations with any other
prospective tenants for the Premises until Landlord obtains full and complete possession of the Premises including,
without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant.
(ii) Landlord shall not b1: obligated to offer the Premises to a prospective tenant when other
premises in the Building suitable for that prospective tenant's use are (or soon will be) available.
(iii) Landlord shall not be obligated to lease the Premises to a Substitute Tenant for a rental
less than the current fair market rental then prevailing for similar office uses in comparable buildings in the same
market area as the Building, nor shall Landlord be obligated to enter into a new lease under other terms and
conditions that are unacceptable to Landlord under Landlord's then current leasing policies for comparable space in
the Huildin&,
(iv) Landlord shall not be obligated to enter into a lease with any proposed tenant whose use
would: (i) disrupt the tenant mix or balance of the Building; (ii) violate any restriction, covenant, or requirement
contained in the lease of another tenant of the Building; (iii) adversely affect the reputation of the Building; or (iv)
be incompatible with the operation of the Building as a first-class project.
(v) Landlord shall not be obligated to enter into a lease with any proposed Substitute Tenant
which docs nol have, in Landlord's reasonable opinion, sufficient financial resources or operating experience to
operate the Premises in a first-class manner.
(vi) Landlord shall not be required to expend any amount of money to alter, remodel, or
otherwise make the Premises suitable for use by a proposed Substitule Tcmmt unless:
I. Tenant pays any such sum to Landlord in advance of Landlord's execution of a
Substitute Lease with such Substitute Tenant (which payment shall not be in lieu of
any damages or other sums to which Landlord may be entitled as a result of Tenant's
default under this Lease); or
2. Landlord, in Landlord's sole discretion, determines that any such expenditure is
financially justified in connection with entering into any such Substitute Lease.
Upon compliance with the above criteria regarding the releasing of the Premises after an Event of Default by
Tenant, Landlord shall be deemed to have fully satisfied Landlord's obligation to mitigate damages under this Lease
and under any law or judicial ruling in effect on the date of this Lease or at the time of Tenant's default, and Tenant
waives and releases, to the fullest extent legally permissible, any right to assert in any action by Limdlord to enforce
the tenns of this Lease, any defense, counterclaim, or rights of setoff or rccoupment respecting the mitigation of
11 





	
	damages by Landlord, unk.ss and to the extent Landlord maliciously or in bad faith fails to act in accordance with
the requirements of this Section 22(g).
23. Authority
Tenant represents and wan-ants to Landlord that: (a) Tenant is duly formed, validly existing and in good standing
under the laws of the state under which Tenant is organized, and qualified to do business in the state in which the
Property is located, and (b) the person(s) signing this Lease are duly authorized to execute and deliver this Lease on
behalf of Tenant.
24. Liability of Landlord
The word "Landlord" in this Lease includes the Landlord executing this Lease as well as its successors and assigns,
each of which shall have the same rights, remedies, powers, authorities and privileges as it would have had it
originally signed this Lease as Landlord. Any such person or entity, whether or not named in this Lease, shall have
no liability under this Lease after it censes to hold title to the Premises except for obligations already accrued (and,
as to any unapplied portion of Tenant's Security Deposit, Landlord shall be relieved of all liability upon transfer of
such portion to its successor in interest). Tenant shall look solely to Landlord's successor in interest for the
performance of the covenants and obligations of the Landlord hereunder which subsequently accrue. Landlord shall
not be deemed to be in default under this Lease unless Tenant gives Landlord notice specifying the default and
Landlord fails to cure the default within a reasonable period following Tenant's notice. Except for damages directly
caused by Landlord's negligence or misconduct, Landlord will not be liable to Tenant, its Agents, customers, clients,
family members, guests, or trespassers for any damage, compensation, or claim arising from (i) the repairing of any
portion of the Building. (ii) any interruption in the use of the Premises or the Property, (iii) accident or damage
resulting from the use or operation (by Landlord, Tenant, or any other person or persons whatsoever) of elevators,
escalators, or heating, cooling, electrical, or plumbing equipment or apparatus, (iv) the tennination of this Lease
because of the destruction of the Premises or a taking or sale in lieu thereof by eminent domain, (v) any casualty,
robbery, theft, criminal act, or unexplained disappearance, (vi) any leakage in any part of the Premises or the rest of
the Building (including areas occupied by other tenants and occupants of the Building), or from water, rain, or snow
that may leak into, or flow from, any part of the Premises or the rest of the Building, or from drains, pipes or
plumbing work in or about th~ Building, or (vii) any other cause whntsoever. In no event shall Landlord be liable to
Tenant for any loss of business or profits of Tenant or for consequential, punitive or special damages of any kind.
Neither Landlord nor any principal of Landlord nor any owner of the Property, whether disclosed or undisclosed,
shall have any personal liability with respect to any of the provisions of this Lease or the Premises; Tenant shall look
solely to the equity of Landlord in the Property for the satisfaction of any claim by Tenant against Landlord.
25. Miscellaneous
(a) The captions in this Lease are for convenience only, are not a pai1 of this Lease and do not in any
way define, limit, describe or amplify the terms of this Lease.
(b) This Lease represents the entire agreement between the parties hereto and there are no collateral or
oral agreements or understandings between Landlord and Tenant with respect to the Premises or the Prope1ty. No
rights, easements or licenses arc acquired in the Prope1ty or any land adjacent to the Property by Tenant by
implication or otherwise except as expressly set forth in this Lease. This Lease shall not be modified in any manner
except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular
number shall include the masculine, feminine and neuter genders and the singular and plural number. The word
"including" followed by any specific item(s) is deemed to refer to exan1ples rather than to be words of limitation.
The word "person" includes a natural person, a partnership, a corporation, a limited liability company, an
association and any other form of business association or entity. Doth parties having participated fully and equally
in the negotiation and preparation of this Lease, this Lease shall not be more strictly construed, nor any ambiguities
in this Lease resolved, against either Landlord or Tenant.
(c) Each covenant, agreement, obligation, tenn, condition or other provision contained in this Lease
shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making
the same, not dependent on any other provision of this Lease unless otherwise expressly provided. AU of the tenns
and conditions set forth in this Lease shall apply throughout the. Tenn unless otherwise expressly set forth herein.
12 





	
	(d) If any prov1s1ons of this Lease shall be declared unenforceable in any respect, such
unenforceability shall not affect any other provision of this Lease, and each such provision shall be deemed to be
modified, if possible, in such a manner as to render it enforceable and to preserve to the extent possible the intent of
the parties as set forth herein. This Lease shall be construed and enforced in accordance with the laws of the state in
which the Property is located.
(e) This Lease shall be binding upon and inure to the benefit of Landlord and Tenant and their
respective heirs, personal representatives and permitted successors and assigns. All persons liable for the
obligations of Tenant under this Lease shall be jointly and severally liable for such obligations.
(f) Tenant shall not record this Lease or any memorandum without Landlord's prior consent. In the
event this Lease or any memorandum is recorded by or on behalf of Tenant, Tenant shall be responsible for all costs,
fees, expenses, and taxes incurred directly or indirectly related thereto.
26. ~
Any notice, consent or other communication under this Lease shall be in writing and addressed to Landlord or
Tenant at their respective addresses specified in Section I above (or to such other address as either may designate by
notice to the other) with a copy to any Mortgagee or other party designated by Landlord. Each notice or other
communication shall be deemed given if sent by prepaid overnight delivery service or by certified mail, return
receipt requested, postage prepaid or in any other manner, with delivery in any case evidenced by a receipt, and shall
be deemed lo have been given on the day of actual delivery to the intended recipient or on the business day delivery
is refused. 111e giving of notice by Landlord's attorneys, representatives and agents under this Section shall be
deemed to be the acts of Landlord.
27. Security J>cposit
At the time of signing this Lease, Tenant shall deposit with Landlord the Security Deposit to be retained by
Landlord as cash security for the faithful performance and observance by Tenant of the provisions of this Lease.
Tenant shall not be entitled to any interest on the Security Deposit. Landlord shall have the right to commingle the
Security Deposit with its other funds. Landlord may use the whole or any part of the Security Deposit for the
payment of any amount as to which Tenant is in default or to compensate Landlord for any loss or damage it may
suffer by reason of Tenant's default under this Lease. If Landlord uses all or any portion of the Security Deposit as
herein provided, within IO days after demand, Tenant shall pay Landlord cash in an amount equal to that portion of
the Security Deposit used by Landlord. If Tenant complies fully and faithfully with all of the provisions of this
Lease, the Security Deposit shall be returned to Tenant after the Expiration Date and surrender of the Premises to
Landlord.
28. Brokers
Each of Landlord and Tenant hereby represents and wammts lo the other that it has dealt with no real estate agents
or brokers in connection with the negotiation, execution and delivery of this Lease other than Cuslunan and
Wakefield of Maryland, Inc. ("Landlord's Broker") and Martek Global Services, Inc. ("Tenant's Broker") and that
no brokerage fees or commissions are payable to any real estate agent or broker in connection with the negotiation,
execution and delivery of this Lease other than to Landlord's Broker and Tenant's Broker. Each of Landlord and
Tenant shall indemnify, defend, protect and hold the other harmless from and against any and all losses, liabilities,
damages, claims, costs and/or expenses (including, without limitation, reasonable attorneys' fees) that the other may
incur or suffer, or which may be asserted against the other, in connection with, or in any way relating to, the
inaccuracy of any representation or warranty made by it in this Section. Landlord shall pay all fees and
commissions due and owing to Landlord's Broker and Tenant's Broker in connection with the negotiation,
execution and delivery of this Lease pursuant to a separate written agreement made prior to the date on which this
Lease has been fully executed by Landlord and Tenant between Landlord and Landlord's Broker.
29. Governing Law.
13 





	
	This Lease shall be governed by and interpreted under the internal laws of the State of Maryland, without giving
effect to its conflicts of laws provisions. Any dispute arising under this Lease shall be resolved in the State or
Federal courts located in Baltimore, Maryland.
30. Renewal Option.
Tenant shall have a personal and non-transferable option to renew the term of this Lease for one (J) term of five (5)
years. Such renewal tenn shall begin the first day following the expiration of the immediately preceding Term.
Tenant shall have the right to exercise the renewal option confe1Tcd herein by giving Landlord notice at least two
hundred seventy (270) days prior to the expiration of the then current Term; provided that, at the time of exercise
and as of the commencement of the renewal tenn (a) no Event of Default has occWTed and remains uncured beyond
the applicable cure period; and (b) Tenant has not sublet or assigned any portion of the Premises.
The renewal option shall be subject to all of the terms and conditions contained in this I.ease, except that Minimum
Annual Rent during the renewal term shall be at 95% of Market Rent, but in no event less than the Minimum Annual
Rent in effect immediately preceding the renewal tem1. "Market Rent" shall be the anticipated rate in effect for the
Premises as of the commencement of the renewal term, together with any market rate increases during the renewal
term, based upon the rents generally in e!Tect for renewed leases of space in the area in which the Building is located
of equivalent quality, size, utility and location, and taking into account the length of the renewal term and the credit
standing of Tenant. Landlord shall lease the Premises to Tenant in their then-current condition, and Landlord shall
not provide to Tenant any allowances (e.g., moving allowance, construction allowance, free rent or the like) or other
tenant inducements. In the event that Tenant shall exercise an option to renew this Lease, then the Market Rent shall
be agreed upon in a meeting of the parties hereto held at least ninety (90) days prior to the expiration of the then
current Term. If the parties are able to agree on an amount of Market Rent that is mutually satisfactory, then such
agreements shall be placed in writing and shall be signed by the parties hereto and shall thereupon become a part of
this Lease.
If the parties hereto arc unable to agree upon the Market Rent at least thirty (30) days prior to the commencement of
any renewal term, then the disagreement shall be promptly submitted to arbitration. In such event, each party shall
select an arbitrator having not less than ten (I 0) years' actual experience in the commercial real estate brokerage
business, and the arbitrators so selected shall immediately meet for the purpose of hearing and deciding the dispute
and fixing the relevant rate of rent. ff the two arbitrators selected agree on Market Rent, their decision shall be
binding on both parties. If the two arbitrators selected cannot agree on the Market Rent within ten (10) business
days after appointment (the "Initial Review Period"), but the rates differ by less than five percent (5%), the Market
Rent shall be the average of the two rates. If the rates differ by more than five percent (5%), no later than five (5)
business days following the expiration of the Jnitial Review Period, tht,; two arbitrators shall select a third arbitrator
with qualifications similar to their own. Within ten ( 10) business days following appointment, the third arbitrator
shall select one of the two rental rates promulgated by the first two arbitrators as the Market Rent. If the arbitrators
cannot agree on the third arbitrator, they shall petition the presiding judge of the local state court having jurisdiction
to appoint such arbitrator to act as an umpire between the arbitrators selected by Landlord and Tenant. The decision
of the third arbitrator or presiding judge, as the case may be, shall be binding on both parties. Landlord and Tenant
shall each be responsible to pay their respective arbitrators and will share equally the cost of the third arbitrator.
Failure of Tenant properly to exercise the option herein granted shall be construed as a waiver of such option, and
the Lease shall then terminate at the expiration of the then current Tenn.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
!4 





	
	Date signed:
Date signed:
Attest:
Landlord and Tenant have executed this Lease on the respective date(s) set forth below.
Landlord:
LSOP 3 MD 3, LLC
By: ~ . -=-- - - /
Name:- 8a~:f:..Mttf.6ws.£l,,\\ ll\e l\tx\
Title: Senior Vice Prcsicfent '1
Tenant:
ASCEl'iD ONE CORPORATION
15 





	
	Rider 1 to Lease Agreement
(Multi-Tenant Office)
ADDITIONAL DEFINITIONS
"J\DA" means the Americans With Disabilities Act of 1990 (42 U.S.C. § 1201 ct seq.), as amended and supplemented from
time to time.
"Affiliate" means (i) any entity controlling, controlled by, or under common control of, Tenant (including any wholly-owned
subsidiary), (ii) any successor to Tenant by merger, consolidation or reorganization, and (iii) any purchaser of all or
substantially all of the assets of Tenant as a going concern.
"Agents" of a party means such party's employees, agents, representatives, contractors, licensees or invitees.
"Alteration" means any addition, alteration or improvement to the Premises or Property, as the case may be.
"Building Rules" means the rules and regulations attached to this Lease as Exhibit 8 as they may he amended by Landlord
from time to time.
"Building Systems" means any electrical, mechanical, structural, plumbing, heating, ventilating, air conditioning, sprinkler,
life safety, security or other systems serving the Building.
"Common Areas" means all areas and facilities as provided by Landlord from time to time for the use or enjoyment of all
tenants in the Building or Property, including, if applicable, lobbies, hallways, re*ooms, elevators, driveways, sidewalks,
parking, loading and landscaped areas.
"Environmental Laws" means all present or future federal, state or local laws, ordinances, rules or regulations (including the
rules and regulations of the federal Environmental Protection Agency and comparable state agency) relating to the protection
of human health or the environment.
"Event of Default" means a default described in Section 22(a) of this Lease.
"Hazardous Materials" means pollutants, contaminants, toxic or hazardous wasks or other materials the removal of which is
required or the use of which is regulated, restricted, or prohibited by any Environmental Law.
"Interest Rate" means interest at lesser of (i) the rate of I 1⁄2% per month or (ii) the maximum rate permitted by Laws.
"Land" means the lot or plot of land on which the Building is situated or the portion thereof allocated by Landlord to the
Building.
"Laws" means all laws, ordinances, rules, orders, regulations, guidelines and other requirements of fcdernl, state or local
governmental authorities or of any private association or contained in any restrictive covenants or other declarations or
agreements, now or subsequently pertaining lo the Property or the use and occupation of the Property.
"Lease Year" means the period from the Commencement Date through the succeeding 12 full calendar months (including for
the first Lease Year any partial month from the Commencement Date until the first day of the first foll calendar month) and
each successive 12-month period thereafter during the Term.
"Maintain" means to provide such maintenance, repair and, to the extent necessary and appropriate, replacement, as may be
needed to keep the subject property in good condition and repair and, at Landlord's election, in compliance with any current
or future accreditation of the Building for any so-called "green initiatives".
"Monthly Rent'' means the monthly installment of Minimum Annual Rent plus the monthly installment of estimated Aru1ual
Operating Expenses payable by Tenant under this LeaSe.
Page I of2 





	
	"Mortgage" means any mortgage, deed of trust or other lien or encumbrance on Landlord's interest in the Property or any
portion thereof, including without limitation any ground or master lease if Landlord's interest is or becomes a leasehold
estate.
"Mortgagee" means the holder of any Mortgage, including any ground or master lessor if Landlord's interest is or becomes a
leasehold estate.
"1'onnal Business Hours" means 8:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 12:00 p.m. Saturday legal
holidays excepted.
"Operating Expenses" means all costs, fees, charges and expenses incun·ed or charged by Landlord in connection with the
ownership, operation, maintenance and repair of, and services provided to, the Property, including, but not limited to, (i) the
charges at standard retail rates for any services provided by Landlord pursuant to Section 7 of this Lease, (ii) the cost of
insurance carried by Landlord allocable to the Building together with the cost of any deductible paid by Landlord in
connection with an insured loss, which is allocable to the Building, (iii) Landlord's cost to Maintain the Property, (iv) the
cost of trash collection or recycling programs instituted at the Building, (v) to the extent not otherwise payable by Tenant
pursuant to Section 5 of this Lease, all levies, taxes (including real estate taxes, sales taxes and gross receipt taxes),
assessments, association dues, liens, license and pem1it fees, together with the reasonable cost of contesting any of the
foregoing, which are applicable to the Term, and which are imposed by any authority or under any Law, or pursuant to any
recorded covenants or agreements, upon or with respect to the Property, or any improvements thereto, or directly upon this
Lease or the Rent or upon amounts payable by any subtenants or other occupants of the Premises, or against Landlord
because of Landlord's estate or interest in the Property, (vi) the annual amortization (over their estimated economic useful
life or payback period, whichever is shorter) of the costs (including reasonable financing charges) of capital improvements or
replacements (a) required by any Laws, (b) made for the purpose of reducing Operating Expenses, or (c) made for the
purpose of directly enhancing the safety of tenants in the Building, (vii) a management and administrative foe (not to exceed
l 0% of gross rents for the Building), and (viii) building security services. The foregoing notwithstanding, Operating
Expenses will not include: (i) capital expenditures or improvements (other than as permitted by Item (vi) above) and/or
depreciation on the Building, (ii) financing and refinancing costs (except as provided above), interest on debt or amortization
payments on any mortgugt, or rental under any ground or underlying lease, (iii) leasing commissions, advertising expenses,
tenant improvements or other costs directly related to the leasing of the Property, (iv) income, excess profits or corporate
capital stock tax imposed or assessed upon Landlord, unless such tax or any similar tax is levied or assessed in lieu of all or
any part of any taxes includable in Operating Expenses above; (v) litigation expenses relating to disputes with tenants; (vi)
costs incurred for the solicitation and execution of leases; (vii) costs of maintaining any specialty service by Landlord, such
as a luncheon or athletic facility; (viii) costs of removing any Hazardous Materials (unless on or about the Premises as a
result of the actions of Tenant or its Agents); or (ix) mortgage financing costs, including processing fees, title insurance
premiums and recording costs. If Landlord elects to prepay real estate taxes during any discount period, Landlord shall be
entitled to the benefit of any such prcpaymt:nt Landlord shall have the right to directly perform (by itself or through an
affiliate) any services provided under this Lease provided that !he Landlord's charges included in Operating Expenses for any
such services shall not exceed competitive market rates for comparable se1viccs.
"Property" means the Land, the Building, the Common Areas, and all appurtenances to them.
"Rent" means the Minimum Annual Rent, Annual Operating Expenses and any other amounts payable by Tenant to Landlord
wider this Lease.
"Taken" or "Taking" means acquisition by a public authority having the power of eminent domain by condemnation or
conveyance in lieu of condemnation.
"Tenant's Share" means the percentage obtained by dividing the rentable square feet of the Premises by the rentable square
feet of the Building as set forth in Section I of this Lease.
''Transfer" means (i) any assignment, transfer, pledge or other encumhranee of all or a portion of Tenant's interest in this
Lease, (ii) any sublease, license or concession of all or a portion of Tenant's interest in the Premises, or (iii) any transfer of a
direct or indirect controlling interest in Tenant.
Pai:c 2 of2 





	
	EXHIBIT A
PLAN SHOWING PREMISES 





	
	i!i~!l!!ill'ill 'I'· r-f' s, i 'i1 t' ~!ii ·~
l1lri11,iilMj t , •1 7 ••• l
1i1;1Pti1 ;1iit Y I ! ; q !/ r¥1,;i1lhlr1i L
I
"
~
-0 , ~ ,o
~
8
~
I
0 r
__J
IL
I
 <.!2
ip !,f ';!
111 h w r1 ,vi I ll
' I
Ill
Nstlo 8;'\I1:J)icj'lfV\ 1
~ l ::! 1SI
Cv\ ''1IEl" /ri08
ciOO"'.:! lSI
:/1100 SGOO/lt lN:=XnlVc SSL6
Si:;:i'Li'.f1d 0-31 ~=~
CCT Cl C c O
0 D C G q
F.=-? =3¥
I
ffl~ C •
z <t _J
~ I f­
lLI vi v· Dl z
 <( ~ = () LC/)
- i5
~
0 





	
	PROPOSED INTERIOR RENOVATIONS
TO THE CORPORATE OFFICES OF
HEALTH & VITALITY CENTER
DRAWING CONTENTS
A1((,' nn.r.f>~
-- -1--
1&1Ct 1 PCCf"-:~rLGCtt,..J."1'
A100: ~A..L 1.-,-,. .&•
..-1t:-1 1tt".t-:.·oeo.-r.. l"'\..4ot
l>l{(" ~4 .. ~_-.......... I'"'-"''
..-t«) i-<11.!:~tt::;, l"l.U"'D"-0 .... AA
,U (,:>9, "'Vol(: <J\.,&H
A1~1 t:::.'UMr...-,
lll~r.•vA•"""°
1 111111 'l\ ....... c,..,,.,.~ ......
, '.:.!!:...-"U-~
I snr ,.-._,-.,.,-• ;:::· --·-"!:l,;'"'·-·"·'"'·
...!.!Ii.·'=r~..-.:~J
-I
g1-1> .
" .............. , . " .. ,,,! CO."TU
CO..I..W814 MA.RV!Alt;:
A100.0 -- - ---------





	
	mt ,,. _ _ _ ._._ ... - ··t ' -~·· ---"=--.I ~ -.. . · -- -,, --~. =---~ W- ,;;: •-·;:..· = ~ rT •. ·, I
..
'! ~ - i;· • ! , I wfi " 1: i,
l ' ;
:.
 •"-





	
	I I
I 1
I h
ll !i I
I
7 I
I J
r 1 n 





	
	I
~t i
, !i ~ : ij!? --· 6 qJ . - p:- - • W>•-::-P· - -- j _ -= -- I ~ --. .. , _ - ,. '-
I - . ii~ ·/ 0 ·/
-!-- .;;- • - ' • ... 0 0 S,
I i - . ·· - [
 • - j
i - ~
n; 





	
	i
'L
 ✓ -t?· · ---~~ ' - 8-(
~iSJ [Q\
I~ I [ '<.) _ ____ y (
..z ..:
a. 





	
	[ , 'I
r I
2.
Q.
" z ic ::,
..... D.
~
0 





	
	-
 · L 





	
	I t _ _ _ _ _ J 





	
	I Ll
~- ]
-
I ' ·1 . ·!
: ! L !I •ti
ir 'r Ii
!" l '
~i i!
f
I 'o
ii
11 I' -
Ii ;I 'o
h
,.
I . .
,
_ .. -· . l il 1;
i:
..l
, ., .o-, ....
~ :;
~ c
I ..
~
:3
 ¥
I
~
'
r ~- .,
,-
J_J-
..... . •, .. .. . . . . .
"· ,'
..)
j• ~ ii ,._, ...J'1 2 .. . .
i--='--'-- .:i.- f
I i:
I ! ' lr=:-- ..-l ., 1Sl ,. f j
~ 





	
	EXHIDJTB
BUILDING RULES
1. Any sidewalks, lobbies, passages, elevators and stairways shall not be obstructed or used by Tenant for any
purpose other than ingress and egress from and to the Premises. Landlord shall in all cases retain the right to control or
prevent access by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, peace or
character of the Property.
2. The toilet rooms, toilets, urinals, sinks, faucets, plumbing or other service apparatus of any kind shall not
be used for any purposes other than those for which they were installed, and no sweepings, rubbish, rags, ashes, chemicals or
other refuse or injurious substances shall be placed therein or used in connection therewith or left in any lobbies, passages,
elevators or stairways.
3. Tenant shall not impair in any way the fire safety system and shall comply with all security, safety, fire
protection and evacuation procedures and regulations established by Landlord or any governmental agency. No person shall
go on the roof without Landlord's prior written permission.
4. Skylights, windows, doors and transoms shall not be covered or obstructed by Tenant, and Tenant shall not
install any window covering which would affect the exterior appearance of the Building, except as approved in writing by
Landlord. Tenant shall not remove, without Landlord's prior written consent, any shades, blinds or curtains in the Premises.
5. Without Landlord's prior written consent, Tenant shall not hang, install, mount, suspend or attach anything
from or to any sprinkler, plumbing, utility or other lines. If Tenant hangs, installs, mounts, suspends or attaches anything
from or to any doors, windows, walls, floors or ceilings, Tenant shall spackle and sand all holes and repair any damage
caused thereby or by the removal thereof at or prior to the expiration or termination of the Lease.
6. Tenant shall not change any locks nor place additional locks upon any doors.
7. Tenant shall not use nor keep in the Building any matter having an offensive odor, nor explosive or highly
flammable material, nor shall any animals other than handicap assistance dogs in the company of their masters be brought
into or kept in or about the Property.
8. If Tenant desires 10 introduce electrical, signaling, telegraphic, telephonic, protective alarm or other wires,
apparatus or devices, Landlord shall direct where and how lhe same arc to be placed, and except as so directed, no installation
boring or cutting shall be permitted. Landlord shall have the right to prevent and to cut off the transmission of excessive or
dangerous current of electricity or a1moyances into or through the Building or the Premises and to require the changing of
wiring connections or layout at Tenant's expense, to the extent that Landlord may deem necessary, and further to require
compliance with such reasonable rules as Landlord may establish relating thereto, and in the event of non-compliance with
the requirements or rules, Landlord shall have the right immediately to cut wiring or to do what it considers necessary to
remove the danger, annoyance or electrical interference with apparatus in any part of the Building. All wires installed by
Tenant must be clearly tagged at the distributing boards and junction boxes and elsewhere where required by Landlord, with
the number of the office to which said wires lead, and the purpose for which the wires respectively are used, together with the
name of the concern, if any, operating same. No machinery ofany kind otherthan customary small business machines shall
be allowed in the Premises. Tenant shall not use any method of heating, air conditioning or air cooling other than that
provided by Landlord.
9. Tenant shall not place weights anywhere beyond the safe carrying capacity of the Building which is
designed to nonnal office building standards for floor loading capacity. Landlord shall have the right to exclude from the
Building heavy furniture, safes and other articles which may be hazardous or to require them to be located at designated
places in the Premises.
I 0. The use of rooms as sleeping quarters is strictly prohibited at all times.
11 . Tenant shall comply with all parking regulations promulgated by Landlord from time to time for the
orderly use of the vehicle parking areas, including without limitation the following: Parking shall be limited to automobiles,
passenger or equivalent vans, motorcycles, light four wheel pickup trucks and (in designated areas) bicycles. No vehicles
B-1 





	
	shall be left in the parking lot overnight without Landlord's prior written approval. Parked vehicles shall not be used for
vending or any other business or other activity while parked in the parking areas. Vehicles shall be parked only in striped
parking spaces, except for loading and unloading, which shall occur solely in zones marked for such purpose, and be so
conducted as to not unreasonably interfere with traffic flow within the Property or with loading and unloading areas of other
tenants. Employee and tenant vehicles shall not be parked in spaces marked for visitor parking or other specific use. All
vehicles entering or parking in the parking areas shall do so at owner's sole risk and Landlord assumes no responsibility for
any damage, destruction, vandalism or theft. Tenant shall cooperate with Landlord in any measures implemented by
Landlord to control abuse of the parking areas, including without limitation access control programs, tenant and guest vehicle
identification programs, and validated parking programs, provided that no such validated parking program shall result in
Tenant being charged for spaces to which it has a right to free use under its Lease. Each vehicle owner shall promptly
respond to any sounding vehicle alann or hom, and failure to do so may result in temporary or permanent exclusion of such
vehicle from the parking areas. Any vehicle which violates the parking regulations may be cited, towed at the expense of the
owner, temporarily or permanently excluded from the parking areas, or subject to other lawful consequence. Bicycles are not
permitted in the Building.
12. Tenant and its Agents shall not smoke in the Building or at the Building entrances and exits.
13. Tenant shall provide Landlord with a written identification of any vendors engaged by Tenant to perform
services for Tenant at the Premises (examples: security guards/monitors, telecommunications installers/maintemmce), and all
vendors shall be subject to Landlord's reasonable approval. No mechanics shall be allowed to work on the Building or
Building Systems other than those engaged by Landlord. Tenant shall pennit Landlord's employees and contractors and no
one else to clean the Premises unless Landlord consents in writing. Tenant assumes all responsibility for protecting its
Premises from theft and vandalism and Tenant shall sec each day before leaving the Premises that all lights arc turned out
and that the windows and the doors arc closed and securely locked.
14. Tenant shall comply with any move-in/move-out rules provided by Landlord and with any rules provided
by Landlord governing access to the Building outside of Nonna! Business J lours. Throughout the Tenn, no furniture,
packages, equipment, supplies or merchandise of Tenant will be received in the Building, or carried up or down the elevators
or stairways except during such hours as shall be designated by Landlord, and Landlord in all cases shall also have the
exclusive right to prescribe the method and manner in which the same shall be brought in or taken out of the Building.
IS. Tenant shaJl not place oversi1.ed cartons, crates or boxes in any area for trash pickup without Landlord's
prior approval. Landlord shall be responsible for trash pickup of nonnal office refuse placed in ordinary office trash
receptacles only. Excessive amounts of trash or other out-of-the-ordinary refuse loads will be removed by Landlord upon
request at Tenant's expense.
16. Tenant shall cause all of Tenant's Agents to comply with these Building Rules.
17. Landlord reserves the right to rescind, suspend or modify any rules or regulations and to make such other
rules and regulations as, in Landlord's reasonable judgment, may from time to time be needed for the safety, care,
maintenance, operation and cleanliness of the Property. Notice of any action by Landlord referred to in this section, given to
Tenant, shall have the same force and effect as if originally made a part of the foregoing Lease. New rules or regulations will
not, however, be unreasonably inconsistent with the proper and rightful enjoyment of the Premises by Tenant wider the
Lease.
18. 'lnese Building Rules are not intended to give Tenant any rights or claims in the event that Landlord does
not enforce any of them against any other tenants or if Landlord docs not have tl1e right to enforce them against any other
tenants and such nonenforcement will not constitute a waiver as to Tenant.
8-2 





	
	EXHH31T C
TENANT ESTOPPEL CERTIFICATE
Please refer to the documents described in Schedule I hereto, (the "Lease Documents") including the "Lease"
therein described; all dcfmcd terms in this Certificate shall have the same meanings as set forth in the Lease unless otherwise
expressly set forth herein. The undersigned Tenant hereby certifies that it is the tenant under the Lease. Tenant hereby
further acknowledges that it has been advised that the Lease may be collaterally assigned in connection with a proposed
financing secured by the Property and/or may be assigned in connection with a sale of the Property and certifies both to
Landlord and to any and all prospective mortgagees and purchasers of the Property, including any trustee on behalf of any
holders of notes or other similar instruments, any holders from time to time of such notes or other instruments, and their
respective successors and assigns (the "Beneficiaries") that as of the date hereof:
I. The information set forth in anached Schedule 1 is true and correct.
2. Tenant is in occupancy of the Premises and the Lease is in full force and effect, and, except by such
writings as arc identified on Schedule 1 , has not been modified, assigned, supplemented or amended since its original
execution, nor arc there any other agreements between Landlord and Tenant concerning the Premises, whether oral or
written.
3. All conditions and agreements under the Lease to be satisfied or perfonned by Landlord have been satisfied
and performed.
4. Tenant is not in default under the Lease Documents, Tenant has not received any notice of default under the
Lease Documents, and, to Tenant's knowledge, there are no events which have occurred that, with the giving of notice and/or
the passage of time, would result in a default by Tenant under the Lease Documents.
5. Tenant has not paid any Rent due under the Lease more than 30 days in advance of the date due under the
Lease and Tenant has no rights of setoff, e<iuntcrc!aim, concession or other rights of diminution of any Rent due and payable
under the Lease except as set forth in Schedule I.
6. To Tenant's knowledge, there are no uncured defaults on the part of Landlord under the Lease Documents,
Tenant has not sent any notice of default under the Lease Documents to Landlord, and there are no events which have
occurred that, with the giving of notice and/or the passage of time, would result in a default by Landlord thereunder, and that
at the present time Tenant has no claim against Landlord under the Lease Documents.
7. Except as expressly set forth in Part G of Schedule 1, there are no provisions for any, and Tenant has no,
options with respect to the Premises or all or any portion of the Prope1ty.
8. No action, voluntary or involuntary, is pending against Tenant under federal or state bankruptcy or
insolvency law.
9. The undersigned has the authority to execute and deliver this Certificate on behalf of Tenant and
acknowledges that all Beneficiaries will rely upon this Certificate in purchasing the Property or extending credit to Landlord
or its successors in interest.
10. This Certificate shall be binding upon the successors, assigns and representatives of Tenant and any party
claiming through or w1der Tenant and shall inure to the benefit of all Beneficiaries.
lN WITNESS WHEREOF, Tenant has executed this Certificate this /S4uy of Sv /!-j _ , 2..fli.k,
R s (. en J &o C e l,) C p u_Lg,.j_t' _ ~ _ r-1 __
Nam, ofT,.,ant ;l,, L ~rili~r:5& , 





	
	A. Date of Lease:
B. Parties:
I. Landlord:
2. Tenant:
C. Premises:
SCHEDULE 1 TO TENANT ESTOPPEL CERTIFICATE
Lease Documents, Lease Terms and Current Status
D. Modifications, Assignments, Supplements or Amendments to Lease:
E. Commencement Date:
F. Expir.ttion of Current Term:
G. Option Rights:
H. Security Deposit Paid to Landlord: $
I. Current Minimum Annual Rent: S
J. Current Annual Operating Expenses: S
K. Current Total Rent: $
L. Square Feel Demised: 





	
	EXHIHIT D
CLEANL'JG SCHEDULE
l. Empty all waste baskets and receptacles. Replace soiled liners and transport to dumpster area for removal. Adhere
to recycling program. Any spillage is to be cleaned immediately.
2. Empty and damp wipe all ashtrays where applicable.
3. Dust all uncluttered horizontal surfaces on the following: Desks, Credenzas, Bookcases, Chairs, File and Storage
cabinets, Tables, Pictures and Frames (as needed), Counters, Ledges, Shelves, and Telephones.
4. Vacuum all carpeted traffic areas and remove minor carpet stains.
5. Sweep all resilient tile floor coverings with chemically treated dry mop.
6. Damp mop all resilient tile floor surfaces as required to remove spillage.
7. Clean, disinfect and polish all drinking fountains.
8. Remove all fingerprints, severe or light scuff marks, water marks or stains on floors, doors, walls, and ceilings.
9. Service/clean all restroom~.
WEEKLY
I. Dust high partition ledges and moldings.
2. Detail vacuum all carpeted areas.
3. Spot clean doors and outlet switch plates.
4. Stiff brush or vacuum furniture (to remove lint and dirt).
5. Dust windowsills.
MONTHLY
I . Dust ceiling vents and grates as required.
2. Spray buff tile floors.
3. Dust window blinds.
SEMI-ANNUALLY
I. Clean interior window glass.
2. Clean light fixtures.
ANNUALLY
I. Strip and refinish Lile floors.
2. Clean exterior window glass.