Exhibit 10.21


 


	
    COMMERCIAL LEASE

    (Office space only)




 


BETWEEN THE UNDERSIGNED :


 


The SCI CIPAV RC, (Real Estate Civil Company)
with a share capital of 50 000 €, whose registered office is located at 9 rue de Vienne in Paris 8ème
registered at the R.C.S of Paris number 907 608 103, represented by the Caisse Interprofessionnelle de prévoyance et d’assurance
Vieillesse (CIPAV), itself represented by Mrs. Lise GUIBÉ, Head of the Real Estate Department, duly authorized for the
purpose of the present;


 


		Hereinafter referred to as the

“Lessor



 


ON THE ONE HAND


 


AND:


 


The company NEAR, (Société
par actions simplifiée) with a capital of 61 650,88 euros, whose head office is located at 39 rue Godot de Mauroy, 75009 PARIS,
registered at the Registre des Commerces et des Sociétés de Paris under the number 805 138 153, represented by Mr. AGARWAL
Rahul, duly authorized for the purpose of the present;


 


Hereinafter referred to as the


“Tenant


 


ON THE OTHER HAND


 


Together referred to as the
“Parties” or separately as the

 “Party”.


 


 


 


 






     


     


    

 


SUMMARY


 


	I / GENERAL CONDITIONS	1
	Preliminary Article - Application of the Commercial Lease Statute	1
	Article 1: Designation	1
	Article 2: Duration	2
	Article 3 : Entry into possession, state of the rented premises	2
	 	3.1	Taking possession of the rented premises 	2
	 	3.2	Inventory of fixtures at the entrance 	2
	Article 4: Destination	3
	Article 5: Rent	4
	 	5.1	Amount 	4
	 	5.2	Eligibility 	4
	 	5.3	Indexing 	5
	 	5.4	Terms of payment of the Rent and its accessories 	5
	 	5.5	Payment allocation 	5
	 	5.6	Tax on Rent 	6
	 	5.7	Setting rents on renewals 	6
	Article 6: Security deposit	6
	Article 7: Taxes	7
	Article 8: Charges	8
	 	8.1	Definition 	8
	 	8.2	Terms of payment of charges 	9
	Article 9: Rental conditions	10
	 	9.1	Use of the Leased Premises by the Tenant 	10
	 	9.2	Maintenance and operation of the Leased Premises by the Tenant 	11
	 	9.3	Authorizations and compliance with regulations concerning the Rented Premises 	11
	 	9.4	Maintenance, work, repairs 	12
	 	9.5	Tenant’s work 	13
	 	9.6	Work of the Lessor 	15
	Article 10: Special requirements	16
	 	10.1	Respect for the neighborhood 	16
	 	10.2	Fluids - Network subscriptions 	17
	 	10.3	Various 	17
	 	10.4	Parking spaces 	17
	 	10.5	Badges 	17
	 	10.6	Blinds, Signs and Antennas 	18
	 	10.7	Access and visit of the Rented Premises 	18
	Article 11: Sub-letting, domiciliation, transfer, right of pre-emption of the Tenant	18
	 	11.1	Subletting and domiciliation 	18
	 	11.2	Transfer 	18
	 	11.3	Tenant’s right of pre-emption	19
	Article 12: Insurance	20
	 	12.1	Lessor’s Insurance 	20
	 	12.2	Lessee’s Insurance 	20
	 	12.3	Waiver of recourse 	20
	Article 13 Liability, claims	20
	Article 14 Destruction of the Rented Premises	21
	Article 15 Collective proceedings	21
	Article 16: Return of the Rented Premises	22
	 	16.1	Acquired 	22
	 	16.2	State of restitution 	22









 


 






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	 	16.3 	Accession	22
	 	16.4	Pre-appraisal - Quote	22
	 	16.5	Capital cost allowance	22
	Article 17: Tolerance	23
	Article 18: Resolutive clause, sanctions	24
	Article 19: Environment	24
	 	19.1	Work and respect for the environment	24
	 	19.2	State of risks and pollution	25
	 	19.3	Energy Performance Diagnosis	25
	 	19.4	Asbestos Technical Diagnosis	25
	Article 20 Statements of Work Performed by the Lessor	25
	Article 21 Amendments - Tolerances - Severability - Confidentiality - Conditions of formation of the contract - Unforeseeable	26
	Article 22 Fees	27
	Article 23 Election of domicile	27
	SPECIFIC CONDITIONS	28
	Article 1:	Designation of the Rented Premises	28
	Article 2:	Commencement and duration of the Lease	28
	Article 3 :	Destination of the Rented Premises	28
	Article 4:	Rent	28
	Article 5:	Tax system	28
	Article 6:	Indexing	29
	Article 7:	Security deposit	29
	Article 8:	GAPD	29
	Article 9:	Distribution of charges	30
	Article 10:	Waiver of the General Conditions	30
	 	10.1	Security deposit	30
	 	10.2 	Maintenance, work, repairs	30
	 	10.3 	Subletting and domiciliation	31



 


 


 






    Page ii


     


    

 


THE FOLLOWING HAS BEEN STATED AND
AGREED:


 


This deed shall be divided into two parts which form an
indivisible whole: Part I:


 


General Conditions


Part Two: Special Conditions


 


It being specified that in case of contradiction
between the two parties, the Special Conditions shall prevail over the General Conditions.


 


I / GENERAL CONDITIONS



 


Preliminary Article - Application of the status of commercial leases


 


The Landlord leases and gives
rent (hereinafter the “Lease”) to the Tenant who accepts, within the framework of the provisions of Chapter V of Title
IV of Book I of the Commercial Code as amended by Law No. 2014-626 of June 18, 2014 and the provisions of Decree No. 53-960 of September
30, 1953 and No. 2014-1317 of November 3, 2014 , as well as under the ordinary and de jure charges and conditions and under the general
and particular ones hereinafter set forth, the premises hereinafter designated, of which the Landlord owns.


 


It is agreed that the Parties
intend to give full legal effect to the clauses of the Lease that would derogate from the provisions of Articles L.145-1 et seq. and R.145-1
et seq. of the French Commercial Code, insofar as these provisions are not of public order.


 


This clause is determinative of their
will.


 


Article 1: Designation


 


The premises which are the subject
of the Lease (the “Leased Premises”), are located in a building situated at the address designated in Article 1 of the
Special Conditions (the “Building”) and are also designated in Article 1 of the Special Conditions, as the Leased Premises
exist, continue and comprise, without need for further designation at the request of the Lessee who declares to be fully aware of them
having seen and visited them for the purpose of this Agreement and to have found them to be in conformity with their purpose.


 


It is hereby specified that
any differences in the designation or in the surface areas possibly mentioned, or those resulting from the annexed plan (Appendix 1)
shall not justify any increase or reduction in the rent hereinafter fixed, the Parties referring to the consistency and condition of the
Rented Premises as they are composed.


 


The Parties agree that the Leased
Premises form a single and indivisible whole.


 


 


 






    Page 1 of 34


     


    

 


Article 2: Duration





 


The Lease is granted and accepted
for a term of nine full and consecutive years from the effective date as defined in Article 2 of the Special Conditions.


 


In accordance with the provisions
of article L.145-4 of the Commercial Code, the Tenant shall have the option of giving notice of termination for the expiration of each
three-year period. The Lessor shall have the same right if he intends to invoke the provisions of articles L.145- 18, L.145-21, L.145-23.1
and L.145-24 in order to build, rebuild or raise the existing Building, to reassign the ancillary living quarters to this use or to carry
out work prescribed or authorized within the framework of a real estate restoration operation and in the event of the demolition of the
Building within the framework of an urban renewal project


 


The Party wishing to terminate the Lease
in one or other of the cases provided for above shall give notice to the other Party before the expiration of the current three-year
period, in the forms, conditions and time limits provided for in Articles L.145-4 et seq. of the French Commercial Code or in any other
legislation that may be subsequently substituted for it.


 


In the event that the Lease
is terminated for any reason whatsoever before the end of the three-year period, the Tenant irrevocably undertakes to pay the Landlord
a sum equivalent to the rents and charges and incidentals remaining until the end of said period.


 


Article 3 : Entry into possession,
state of the rented premises


 


3.1 Taking possession of the rented premises




 


The Tenant shall take possession
of the Leased Premises in the state in which they are on the day the Lease takes effect, as set forth in Article 2 of the Special Conditions,
without being able to require from the Landlord any additional work, any modification, addition, repair or transformation whatsoever,
even if they are made necessary by the unsuitability of the Leased Premises for the intended activity, by obsolescence or by hidden defects.


 


The keys of the Rented Premises
shall be given to the Tenant after the inventory of fixtures referred to below has been established.


 


3.2 Inventory of fixtures




 


An inventory of fixtures shall
be drawn up by both parties between the Lessor or its agent and the Tenant at the latest on the day the Lease takes effect, prior to the
handing over of the keys to the Tenant. This inventory of fixtures shall serve as a basis for the assessment of the inventory of fixtures
at the end of the lease.


 


However, at the request of one
and/or the other of the Parties as well as in the event of absence of one or the other of the Parties or of refusal of one of the Parties
to sign the inventory of fixtures, it will be carried out by a judicial officer, at the expenses shared by half or at the exclusive expenses
of the defaulting Party.


 


If the Tenant fails to draw up
an inventory of fixtures at the time of entry, notwithstanding the Landlord’s diligence, the Tenant shall be deemed to have accepted them
in a perfect state of repair. The Tenant expressly waives any challenge to the presumption set forth in Article 1731 of the Civil Code.





 


 


 






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Article 4: Destination


 


4.1 Maintenance of the contractual destination




 


The Tenant undertakes to occupy
the Leased Premises, personally, on a continuous basis for the exclusive use of offices, peacefully and in accordance with articles 1728
and 1729 of the Civil Code and within the framework of its activity described in article 3 of the Special Conditions, to the exclusion
of any other additional or substitute activity.


 


This destination cannot be modified,
even partially, even temporarily, without the express agreement of the Lessor.


 


It is also specified that the
premises accessory to the office spaces (parking spaces, technical premises, archives, as well as the common spaces) must be used in accordance
with their destination.


 


The Tenant shall refrain from
impairing the exclusive office use of the Leased Premises within the meaning of Article 23-9 of the uncodified Decree of September 30,
1953.


 


It is agreed that the Tenant
shall not engage in any commercial activity in the Leased Premises, any industrial or artisanal production or any wholesale or retail
sale, as well as any auction of furniture or other objects.


 


The authorized activity shall
not give rise to any contravention, complaint or claim from anyone, and in particular from other occupants of the Building. Generally
speaking, the Tenant shall not do anything that may call into question the destination or nature of the Rented Premises and the Building;
he may not under any circumstances modify them, even temporarily, and shall comply at his own expense with the laws, regulations and administrative
prescriptions in force and to come.


 


The authorization given to the
Tenant to carry out certain activities does not imply, on the part of the Landlord, any guarantee or diligence to obtain the administrative
authorizations required for the use of the Rented Premises for the exercise of the defined activity. Consequently, the Landlord shall
not be liable in case of refusal or delay in obtaining such authorizations, the Tenant declaring that it is personally responsible for
obtaining any authorizations that may be required for the exercise of its activity in the Rented Premises, in particular approvals and
others.


 


The Tenant shall take all necessary
precautions to ensure that the exercise of its activities does not in any way prejudice the maintenance, tranquility, good appearance
and good order of the Building; it shall take all precautions and assume all responsibility in this regard.


 


The Landlord reserves the right to lease other
premises in the same Building for the same use and activity, no exclusivity being granted to the Tenant. In the event the Tenant
believes it has to complain about commercial competition from another tenant of the Landlord in the Building or in a neighboring
building, it shall have recourse only against the latter; as Reciprocally, he will have to bear alone the possible actions that
other tenants would come to exercise against him.


 


 


 






    Page 3 of 34


     


    

 


4.2 Regulated activities




 


By express agreement, it is reminded
that in the event that the Tenant’s activity no longer complies with the purpose of the Building as described in article 3 of the Special
Conditions, or would be subject to a declaration to the administration and/or would require the obtaining of administrative authorizations,
in particular with regard to the regulations applicable to establishments receiving the public (ERP) and/or to installations classified
for the protection of the environment (ICPE) and/or the carrying out of work, the Tenant shall do so personally, at its own expense,
without recourse against the Landlord and in such a way that the Landlord shall not be sought in this respect, said work being subject
to article


 


9.1 below.




 


If the use made by the Tenant of
the Rented Premises results in their transformation into premises of a different category, as defined by the provisions of the Urban Planning
Code, the Tenant shall immediately reimburse the Landlord for the related fees and surcharges that would be levied in the name of the
latter due to this transformation.


 


It is hereby specified that the
aforementioned reimbursement shall not entail the Lessor’s waiver of its right to require the Tenant to immediately terminate the activities
that have the effect of transforming the Leased Premises into premises of a different category as defined above.


 


Article 5: Rent


 


5.1 Amount




 


The Lease is granted and accepted in consideration
of an annual principal rent (hereinafter the “Rent”) as set forth in Section 4 of the Special Conditions.


 


5.2 Eligibility




 


The Rent, in addition to charges,
taxes and services, shall be paid quarterly in advance on the first day of each calendar quarter and for the first time on a pro rata
basis as of the date of signature of this Agreement.


 


Fees and one-time services will be
due within one month of the invoice being issued.


 


Payments shall be made at the
domicile of the Lessor’s agent or at any other place indicated by the Lessor.


 


 


 






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5.3 Indexing







 


The Rent shall vary in proportion
to the index mentioned in Article 6 of the Special Conditions.


 


It is specified that the present
clause constitutes a conventional indexation and cannot be an obstacle to the legal triennial revision provided for by articles L.145-37
and L.145-38 of the French Commercial Code, which is automatic.


 


The Rent shall be adjusted under
this clause annually, automatically and by operation of law, without prior notice or service, on the anniversary of the effective date
of the Lease.


 


For the first indexation, the
reference index shall be the last index published on the effective date of the Lease and the revision index shall be that of the same
calendar quarter of the following year.


 


For the following indexations, the reference index
will be the previous revision index and the revision index that of the same quarter of the following year and so on. The rents used as
a basis for the indexation calculations and the determination of the new rent due shall always be the previous indexed rent and for the
first indexation the rent fixed in article 5.1 above.


 


In the event that the chosen
index disappears or cannot be applied for any reason whatsoever, it shall be replaced by the replacement index or, failing this, by any
similar index which shall be determined or, if necessary, reconstituted by a joint expert representative who shall be appointed by transposition
of article 1592 of the Civil Code, either by agreement of the Parties, or failing that by an order made at the request of the most diligent
Party by the President of the Tribunal de Grande Instance of the place where the Building is located and who, in the event of refusal,
departure or impediment of any kind whatsoever, shall be replaced under the same conditions.


 


Failure to immediately adjust
the Rent upon publication of the index shall not prejudice the right of the Parties to claim retroactive application of the index.


 


The Tenant expressly acknowledges
that the above indexation clause constitutes the essential and determining condition of the Lease without which it would not have been
concluded.


 


5.4 Terms of payment of the Rent and its
accessories




 


The Rent and its accessories
shall be payable by transfer to the bank account opened in the name of the Lessor or its agent, whose references shall be communicated
separately to the Tenant. The transfers shall be made on the first day of the term due.


 


5.5 Payment allocation




 


Notwithstanding Articles 1342 and 1343 of the Civil Code,
payments made by the Tenant shall be charged by the Landlord in the following order:


 


		●	Costs of dunning, collection and proceedings,
	 	 	 



		●	Damages and interest,
	 	 	 



		●	Interests,
	 	 	 



		●	Security deposit and readjustment,



 


 


 






    Page 5 of 34


     


    

 


		●	Annual adjustment of charges,
	 	 	 






		●	Provision for expenses,
	 	 	 



		●	Rent or occupancy allowance,



 


Priority is given to amounts that have not been subject
to collection proceedings.


 


It is already specified that the oldest receivables will
be charged in priority to the most recent ones.


 


5.6 Tax on Rent




 


If the Landlord opts for the
VAT system, the Tenant undertakes to pay to the Landlord, in addition to the Rent and charges, the amount of the VAT or any new additional
or substitute tax that may be created at the rate legally in force on the day of each payment. In the event that the Rent is not subject
to VAT, the Landlord may, if he so desires, opt during the term of the lease for the VAT system, without any possible opposition from
the Tenant, who accepts it in advance.


 


If for any reason the Lease is or becomes legally
subject to any other tax, including the rental income tax or any other tax that may be substituted for it, the Lessee shall be responsible
for the payment or full reimbursement thereof to the Lessor with all the consequences thereof.


 


The tax regime applicable on
the date of effect of this Agreement is specified in Article 5 of the Special Conditions.


 


5.7 Setting rents on renewals




 


In the event of a renewal
of the Lease, the Rent for the renewed Lease shall be set at the higher of the following two values:


 


		●	The
                                            amount of the last rent paid under the Lease before renewal, or



 


		●	The
                                            market rental value, determined by mutual agreement between the Parties. The rental value
                                            shall be calculated exclusively by comparison with market rents (i.e. prices freely discussed
                                            by the parties without judicial determination) for properties comparable to the Rented Premises,
                                            i.e. buildings of the same nature as the Rented Premises, located in the immediate vicinity
                                            of the Building (or in Paris districts and suburbs of the same standing), taking into account
                                            the characteristics of the Rented Premises (standard of quality, construction, technological
                                            equipment, safety, functionality, etc.) as well as the level of services and amenities offered
                                            in the Building.) as well as the level of services and amenities offered in the Building.



 


Article 6 : Security deposit


 


The Tenant shall pay to the Landlord,
at the latest on the effective date of this lease, the sum mentioned in Article 7 of the Special Conditions, corresponding to three months
of rent in principal, as a guarantee for the payment of the Rent, of all accessories, of the proper performance of the clauses and conditions
of the Lease, of the rental repairs and of all sums owed by the Tenant for which the Landlord could be responsible.


 


This security deposit is not
interest bearing and shall be increased or decreased when the amount of the Rent is modified so as to always be equal to three months’
rent excluding taxes.


 


 


 




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In no event shall the Tenant
be entitled to offset all or part of the Rent, charges or other debts resulting from the Lease or the occupation of the Leased Premises
against the security deposit.


 


If for any reason whatsoever,
the security deposit is used during the term of the Lease for the payment of sums due under the Lease, the Lessor shall be required to
notify the Lessee of such use, who shall then be required to replenish the said deposit, under penalty of application of the resolutory
clause of the Lease.


 


This security deposit shall
be reimbursed to the Tenant at the end of the period of use, after deduction of all sums due by the Tenant for the occupation of the Rented
Premises and, following the rendering of the final accounts, within a maximum period of six (6) months from the latter.


 


However, if the accounts are not settled within
nine months from the date of return of the Leased Premises, the Parties may agree to pay the balance of the security deposit to the Tenant,
less a provision equal to (15) fifteen percent of the actual cost of charges, taxes and duties for the previous fiscal year, calculated,
where applicable, on a pro rata temporis basis, which shall remain in the hands of the Landlord pending the final settlement of the accounts


 


In the event of sale of the Building
on which the Rented Premises depend, the security deposit shall be transferred by the Landlord to the purchaser who shall become the sole
debtor to the Tenant, which the latter acknowledges, by undertaking to request the return of the security deposit only to the purchaser.


 


Article 7: Taxes


 


The Tenant shall pay the personal
and movable contributions, the rental taxes, the territorial economic contribution for which it is liable and all other taxes for which
the Landlord is liable for the Tenant in any capacity whatsoever, and shall prove their payment at any requisition.


 


The Tenant shall reimburse to
the Landlord the portion corresponding to the Rented Premises of the property tax, its roll fees and its additional taxes such as the
sweeping tax, the tax for the removal of household waste, the annual tax on office and commercial premises, storage premises and parking
areas when due, the annual tax on parking areas in the Ile-de-France when due, taxes and fees related to the creation of the “Grand
Paris” and more generally all taxes, fees and charges related to the use of the Premises or the Building or to a service from which
the Tenant benefits directly or indirectly, or which could subsequently replace said taxes, fees and charges payable by the landlords,
and this in such a way that the Rent shall be net of all taxes, contributions, fees and charges for the Landlord, within the limit of
the provisions of Article R.145-35 of the Commercial Code.


 


Generally speaking, the Tenant
shall reimburse the Landlord for the share of any new municipal, departmental, regional, national or European tax or fee corresponding
to the Rented Premises that may be created, in particular the special equipment tax instituted by Articles 1607 bis and following of the
French General Tax Code.


 


The reimbursement of property
taxes and the annual tax on office space will be subject to VAT, as well as any other charges and taxes that would be legally subject
to VAT in the context of rebilling.


 


 


 




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Article 8: Charges


 


8.1 Definition




 


The Tenant shall bear, in addition
to the Rent, all charges of any kind, in particular condominium charges, expenses and services, work and repairs of any kind, relating
to the Rented Premises and/or the Building, and/or the real estate complex on which they depend, including the share of common areas,
with the exception of the charges mentioned in article R.145-35 of the French Commercial Code as not being chargeable to the tenants.


 


The methods of distribution of charges are specified in
Article 8 of the Special Conditions.


 


The Tenant shall thus reimburse the Landlord :


 


		●	Cleaning, maintenance and upkeep costs, including the VRD,
	 	 	 



		●	Maintenance and repair, renewal and replacement of small equipment or tools necessary for management and
operation,
	 	 	 



		●	The cost of acquiring and renewing plant decoration or small furniture, as well as the cost of maintaining
and replacing interior and exterior green spaces,
	 	 	 



		●	The costs of maintenance, upkeep, inspection, repair and replacement, including the fees of the technical
design office and project management, of lifting equipment, generators, all technical installations for air conditioning, heating, air
renewal, electricity (including emergency or secure and/or regulated), fire safety systems (fire detection), access controls, centralized
technical management of climate systems (combustibles), fire doors, smoke extraction, etc, (including emergency or secured and/or regulated),
fire safety system (fire detection), access controls, centralized technical management of climatic installations (combustibles), fire
doors, smoke extraction, parking air detectors, automatic doors and openings, remote surveillance, etc., and generally all the equipment
related to the project. and more generally all the equipment contributing to the proper functioning, comfort, safety and security of the
Rented Premises and the Building and the real estate complex on which they depend, with the sole exception of the costs corresponding
to work covered by Article 606 of the Civil Code,
	 	 	 



		●	The costs of restoration work, maintenance and replacement of roofs, terraces, yards and gardens, except
for costs corresponding to work covered by Article 606 of the Civil Code,
	 	 	 



		●	Expenses, repairs, replacements, improvements, modernizations of all kinds, even if they result from obsolescence,
the Tenant waiving the benefit of Article 1755 of the Civil Code, except if they fall under Article 606 of the Civil Code,
	 	 	 



		●	The cost of disposal and sorting of common waste,
	 	 	 



		●	Expenditures, including social security charges and related personnel costs, and in particular those related
to security, cleaning, security or maintenance of the facilities or costs incurred by the use of outside companies for these purposes,
	 	 	 



		●	All expenses for general services, reception, mail, telephone, decoration and management of the common
areas,
	 	 	 



		●	Consumption, lighting, water, heating, air conditioning and ventilation costs, including, among others,
CPCU fees, subscriptions and various taxes and/or CLIMESPACE of the common areas
and more generally all consumption of fluids whatsoever, all costs related to the maintenance or consumption of energy production equipment,



 


 


 




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		●	Maintenance and upkeep costs related to the conservation and sanitary quality of the water,
	 	 	 



		●	Insurance brokerage fees and premiums for the insurance policies referred to in Article 12 of the General
Terms and Conditions, any additional premiums paid for the Rented Premises due to the Tenant’s activity,
	 	 	 



		●	The remuneration of the agent(s), service provider(s) and consultant(s) in charge of the maintenance and
management of the Building, with the sole exception of rental management fees, which shall be paid by the Lessor,
	 	 	 



		●	The share of any charges billed to the Lessor by the Syndic, the AFUL, the ASL, or any other organization,
as well as the management fees of the latter,
	 	 	 



		●	Expenses, repairs, replacements, improvements, modernizations, installation of new equipment and services,
including those resulting from obsolescence, with the exception of those covered by Article 606 of the Civil Code,
	 	 	 



		●	The cost of bringing the Leased Premises and the Building into compliance with any current or future regulations,
in particular those mentioned in Article 9.3.2 hereinafter, with the exception of those covered by Article 606 of the Civil Code,
	 	 	 



		●	All taxes and fees mentioned in Article 7 above,
	 	 	 



		●	The cost of contracts and expenses for the upkeep and maintenance of private equipment that would be managed
directly by the Lessor and/or the co-ownership,



 


		●	Beautification work in an amount that would exceed the replacement
cost at





 


The same, that is to say without
this definition and this list is not exhaustive paints and varnishes, woodwork
coatings, false ceilings, partitions as well as all glued coatings of floor, walls and ceilings, the work of sanding, glazing
etc. ...


 


The inventory of the categories of
charges, taxes and fees related to the Lease and mentioned above corresponds to the inventory required by the first paragraph of Article
L.145-40-2 of the French Commercial Code, the Tenant acknowledging that the Landlord has fulfilled its obligation to provide information
in this respect.


 


This inventory corresponds, to date,
to an exhaustive list. The Lessor may, however, at any time during the term of the Lease, inform the Lessee of new charges, taxes and
fees related to the Lease, which shall be reimbursed in full by the Lessee up to its share, in accordance with the provisions of Article
L.145-40-2 of the French Commercial Code.


 


8.2 Terms of payment of charges




 


The above charges are payable as follows:


 


The Tenant shall pay, in addition
to the Rent and according to the same periodicity, a provision to cover the above-mentioned charges, equal to one quarter of the annual
sum due under the projected budget of charges.


 


This provision will be readjusted
each year on the basis of the Lessor’s projected budget.


 


The Lessor shall send to the Tenant
the summary statement including the liquidation and regularization of the charges accounts:


 


		-	September 30 of the year following the year for which the lease was issued, if the building, which is the subject of the lease, is
the sole property of the lessor,



 


 


 




    Page 9 of 34


     


    

 


		-	within a period of 3 months following the redemption of the co-ownership charges for the past financial
year if the building, which is the subject of the Lease, is subject to the system of co-ownership governed by the law of July 10, 1965
and its subsequent decrees of application.



 


In the event of a surrender in favor
of the Landlord, the Tenant undertakes to pay the balance due within 15 days of receipt of the statement.


 


The supporting documents may be consulted
by the Tenant, upon written request, at the registered office of the Landlord or its Agent during a period of fifteen (15) days from the
date of receipt of the statement. In the event of failure to withdraw the registered letter transmitting the statement, the fifteen-day
period shall run from the date of first presentation.


 


The Lessor may in any case, by justifying it, adjust
during the year the provisional budget established for the year, the resulting provisions, if it appears that this budget is lower than
the reality.


 


Upon the departure of the Tenant,
the charges shall be calculated on a prorata temporis basis until the end of the Lease or until the effective vacating of the Rented Premises,
if this occurs after the expiration date of the Lease.


 


The provisions paid will be returned
after deduction of any sums due for the regularization of the charges.


 


Notwithstanding the foregoing, property
tax, garbage collection tax and annual office tax are not included in the provisions for charges and shall be reimbursed to the Lessor
in addition to these provisions, upon separate and specific billing at their respective due dates. The same may apply to management fees
and the reimbursement of insurance premiums taken out by the Landlord, which may be called separately.


 


The Tenant shall also take out any
subscription directly with the concessionary services and shall pay directly for all his personal consumption, in particular water, electricity,
heating, air conditioning or cooling, telephone and Internet, according to the indications of his meters, readings and invoices.


 


In the same way, it shall directly
subscribe to all contracts relating to the use and maintenance of the equipment elements, elevators, air conditioning, etc. of the Leased
Premises, which it operates, as well as those necessary for safety and security.


 


Article 9 : Rental conditions


 


During the course of the Lease and more generally until
the end of the lease term, the Lessee undertakes to perform the following obligations:


 


 9.1 Use of the Rented Premises by the Tenant




 


The Tenant undertakes to use the Leased
Premises in accordance with articles 1728 and 1729 of the Civil Code, honorably and peacefully, for the purpose defined in article 3 of
the Particular Conditions, excluding any other activity.


 


 


 




    Page 10 of 34


     


    

 


The occupation of the Rented Premises by the Tenant
shall not give rise to any contravention, complaint or claim from anyone, and in particular from other occupants of the Building.


 


The Tenant shall operate the Leased
Premises in a reasonable manner and shall therefore be personally responsible for any grievances that may be made against the Landlord
in respect of the Tenant, its staff or its visitors, so that the Landlord shall never be worried and shall be guaranteed against any consequences
that may result from the Tenant.


 


The Tenant undertakes to comply with
any easements and other regulations of any nature that may be applicable to the Building, as well as, if applicable, with the co-ownership
regulations and decisions of the general meetings of the co-ownership, of the managing agent, as well as with the internal regulations
of the Building. The Tenant shall likewise respect any easement or any new organization that may be established, in particular in the
event of the division of the Building, provided that such easements or organizations are not likely to diminish the conditions of enjoyment
of the Rented Premises.


 


 9.2 Maintenance and operation of the Leased Premises by the Tenant




 


The Tenant shall keep the Leased Premises
constantly furnished with furniture, household effects and equipment, to the exclusion of any goods, and shall maintain the Leased Premises
in a permanent state of effective use.


 


The Tenant undertakes not to store
anything, even temporarily, in the areas shared by all the occupants of the building or only certain areas, sanitary facilities, corridors,
landings, corridors, sidewalks or technical premises etc.


 


The Tenant shall meet all city, police
or road charges for which the tenants are regularly liable, all in such a way that the Landlord cannot in any way be worried or sought
after in this regard.


 


 9.3 Authorizations and compliance with regulations concerning the Rented Premises




 


 9.3.1 Authorizations




 


The Tenant shall be responsible for
obtaining, at its own expense, all administrative or other authorizations related to the use of the Leased Premises for the exercise of
its activity. The Lessor shall not be liable in case of refusal or delay in obtaining such authorizations.


 


 9.3.2 Compliance with regulations




 


The Tenant, who assumes throughout
the term of the Lease the responsibility of the head of the establishment, shall comply with and ensure compliance by its employees, customers
and suppliers with all laws, regulations, orders, by-laws, normative texts in force and authorizations applicable to the Leased Premises,
in particular and without this list being exhaustive, those concerning the road system, the police, hygiene, safety, the environment,
energy performance, classified installations for environmental protection, work regulations, safety, where applicable, establishments
receiving the public, accessibility for persons with reduced mobility, as well as the rules defined by the European standard NF EN 12845
of December 2004, (fixed fire-fighting installations - automatic sprinkler systems - calculations, installation and maintenance), the
prescriptions of the Departmental Fire and Rescue Service (SDIS), the safety representatives, all in such a way that the Lessor is never worried or sought after for any
reason whatsoever.


 


 


 




    Page 11 of 34


     


    

 


 9.3.3 Compliance of the Rented Premises




 


The Tenant shall comply, at its sole expense, with
any prescription, claim or injunction that may be issued by the competent authorities in connection with the Tenant’s activities and/or
its operation of the Leased Premises and/or the activities of the occupants of the Leased Premises under its responsibility. The Tenant
shall, at its own expense and under its own responsibility, ensure that its materials and the Leased Premises and their equipment comply
with all applicable legislative and/or regulatory provisions during the term of the Lease, its successive renewals and its tacit renewal.


 


The Tenant shall have the equipment
and installations, in particular electrical and fire equipment, checked by an approved organization, at its own expense, whenever required
by the regulations, and shall make any modifications thereto that may be requested by the checking organization within three months of
the communication of the checking report.


 


He shall submit to the Lessor, at
least once a year, all supporting documents attesting to compliance with the above obligations, in particular with respect to the inspection
reports.


 


 9.4 Maintenance, work, repairs




 


By express agreement between the Parties,
the Tenant shall carry out at its own expense, risk and peril, notwithstanding articles 1719, 1720 and 1755 of the Civil Code, as and
when required, and shall bear the cost of or reimburse the Landlord for any work, repairs, replacements and expenses of any nature whatsoever,
regardless of the cause, nature and importance thereof, including those due to force majeure or obsolescence, with the exception of the
major works referred to in article 606 of the Civil Code or work to bring the Leased Premises into compliance with the law or those attributable
to the Landlord, including those due to force majeure or obsolescence, with the exception of the major works referred to in Article 606
of the Civil Code or works to bring the Leased Premises into compliance with the law or those attributable to obsolescence falling within
the category of the major works referred to in Article 606 of the Civil Code, which shall remain the responsibility of the Lessor in accordance
with the provisions of Article R.145-35 of the Commercial Code.


 


In this context, the Tenant shall in particular, and without this list
being in any way exhaustive:


 


		-	Carry out at its own expense all work and in particular repair, restoration, modernization, repair or
replacement, which is or will become necessary to the Leased Premises and their installations, (such as, if they exist, those of heating,
air cooling, ventilation, technical equipment, access controls, security and safety systems, electricity, lighting, wiring, glazing, woodwork
and closures, plumbing, sanitary facilities, carpets, ceilings and false ceilings, walls, partitions, floors, roofs, pipes, zinc work...
),



 


		-	Carry out, at its own expense, all work, improvements, installations and constructions to bring the Rented
Premises and the Building on which they depend into conformity with current and future regulations, particularly in the areas of environmental
protection, hygiene, health, safety, roads, police and labor, and if necessary, in terms of ERP regulations for the category on which
its activity depends, rules applicable to high-rise buildings and accessibility rules for people with disabilities.



 


 


 




    Page 12 of 34


     


    

 


		-	To maintain in perfect state of cleanliness, maintenance and repair of any kind the Rented Premises and
their equipment as well as the arrangements, installations, decorations and embellishments carried out by him having the nature of building
by destination.



 


He will see to the perfect state of
maintenance and repair of his electrical, telephone, computer networks and lighting. He will take all precautions against freezing. If
necessary, he will proceed to the annual sweeping of the smoke ducts for his use.


 


He shall paint the Leased Premises as often as
necessary, maintain the floor coverings in a perfect state of repair and in particular remedy the appearance of stains, burns, tears,
holes or detachments and ensure the safety of use and circulation so as to return them in perfect condition at the end of the lease.


 


In general, he shall take out all
maintenance contracts and repair as and when necessary any deterioration that may occur in the Rented Premises and replace, if necessary,
what could not be repaired.


 


9.5 Tenant’s work




 


The Tenant shall not demolish, break
through walls, slabs, vaults or posts, change the distribution or build anything in the Leased Premises without the prior written consent
of the Landlord.


 


If the Tenant wishes to carry out
such work, he must send to the Landlord or his agent by registered mail with acknowledgement of receipt or against receipt, a file including
:


 


		●	A description of the work and equipment planned (written and graphic documents),
	 	 	 



		●	A work schedule with detailed methodology,
	 	 	 



		●	A file integrating the implementation of a waste management plan, the taking into account of nuisances,
the implementation of collective safety measures, in particular those imposed by the Labor Code, as well as, if necessary, in terms of
ERP regulations for the category on which its activity depends, rules applicable to high-rise buildings and accessibility rules for people
with reduced mobility, as well as the impact and management measures in terms of energy and environmental performance,
	 	 	 



		●	A draft application for administrative authorization if necessary,
	 	 	 



		●	The
                                            list of companies that the Tenant plans to consult or to have intervene for the realization
                                            of the work,



 


It is specified that these documents,
with the exception of the list of companies, must be established by a project manager and validated by a technical controller.


 


The Tenant shall make its best efforts
to take into account energy saving and environmental management measures in its work file.


 


The approval procedure referred to
above shall not apply to routine maintenance work, painting or interior decoration work, simple installation or modification of wiring,
provided that such work has no impact on the technical lots or on the health and safety of persons. For works not subject to the prior
approval procedure, the Tenant undertakes to keep the Landlord informed of the completion of its works and to provide it with new layout
plans as soon as they are completed.


 


 


 




    Page 13 of 34


     


    

 


The Lessor shall always be free to
refuse its authorization and even for work not requiring prior approval by the Lessor, to oppose it for serious reasons, particularly
with respect to aesthetics, the general harmony of the Building and the rights of the architect, safety rules, construction rules or standards,
the proper functioning of the technical, safety and security equipment of the Building, the stipulations of the Lease and, if any, of
the rules of co- ownership of the Building and of the internal regulations, the statutes of the ASL or the AFUL.


 


After having obtained the agreement
of the Landlord, the Tenant shall be responsible for obtaining, at his own expense, all administrative, condominium and other authorizations
that may be required for the completion of his work, as well as for the payment of all taxes and contributions related to these authorizations,
the Landlord undertaking to sign without delay any application that should be made in his name and that he would have approved. The Lessor
shall in no case incur any liability in case of refusal or delay in obtaining these authorizations, as well as in the payment of the above-mentioned
taxes and contributions, which are entirely incumbent upon the Tenant.


 


Generally speaking, the Tenant shall
carry out its work in compliance with the rules of prevention, health and safety and the environment. The Tenant shall use qualified companies
that hold adequate insurance policies and that must, prior to any intervention, have the required skills for this type of work, possess
all necessary insurance and be up to date with the payment of the corresponding premiums.


 


The Tenant shall be able to justify
this at the first request of the Landlord. In addition, the companies working on the technical trades for the realization of the Tenant’s
works must be approved before any intervention by the Landlord, who may only refuse its approval for a serious and legitimate reason.


 


All of the Tenant’s work shall be
carried out under the supervision of the technical manager and/or the Landlord’s architect and, if the Landlord deems it useful, of a
control office mandated by the Landlord, whose fees shall be paid by the Tenant


 


If work was carried out without prior
authorization, the initial restoration may be requested and must be carried out by the Tenant within one month of the notification made
to him by the Landlord or his agent. If the Tenant fails to do so within the aforementioned period, a penalty of 1,000.00 euros (excluding
taxes) per day of delay shall be payable by the Tenant at the request of the Landlord, without prejudice to the implementation of the
resolutory clause provided for below.


 


Likewise, in case of non-conformity
of the authorizations obtained, the necessary additional or modifying works shall be carried out by the Tenant within 60 days of the notification
made to him by the Landlord or his agent.


 


If the Tenant fails to perform within
the above-mentioned period, a penalty of 1,000.00 euros (excluding taxes) per day of delay shall be due by the Tenant at the request of
the Landlord, without prejudice to the implementation of the resolutory clause provided for below.


 


The Tenant shall carry out its work
in compliance with the rules of the trade and those relating to the protection of the environment by using quality materials and complying
with the documents approved by the Landlord. The Tenant shall bear all costs and fees incurred by its work and all consequences resulting
therefrom, in particular with regard to the requirements of health and safety rules, labor regulations and, where applicable, legislation
on the ERP of the category on which its activity depends, rules applicable to high-rise buildings and accessibility rules for disabled
persons.


 


 


 




    Page 14 of 34


     


    

 


The Tenant shall be required to use
the services of companies for structural work, waterproofing, fire protection and, more generally, for the maintenance of the Building
and to enter directly into the required contracts for this purpose, to which the Landlord shall remain a stranger.


 


The Tenant shall provide at least
once a year and in case of execution of works having been authorized by the Landlord, the recollection plans of the executed works in
autocad format as well as the administrative authorizations if any have been obtained and if necessary the final report of the control
office.


 


The Tenant shall indemnify the Landlord
against any liability that the Landlord may incur to any person for material or immaterial damages resulting directly or indirectly from
the Tenant’s work.


 


The Tenant alone shall bear all the
financial consequences of any damage that may result from the work it carries out and shall indemnify the Landlord for any loss the latter
may suffer as a result of said work, even if the work and the companies have been approved by the Landlord.


 


Tenant shall subscribe to:


 


		●	A damage insurance if he carries out work requiring it with an extension of cover including the guarantee
of good functioning of the capital goods, the immaterial damage and the damage to the existing for appropriate amounts.



 


		●	If necessary, an all-risk construction insurance covering the entirety of the new work and including an
extension of coverage including damage to pre-existing structures as well as the civil liability of the Lessor and the Tenant for damage
caused to third parties as a result of the execution of the work for appropriate amounts.



 


The Tenant shall ask each party holding
a work contract or a service contract to provide proof of any insurance inherent to the work to be performed (in particular Civil and
Decennial Liability).


 


The Tenant undertakes to provide at
the first request of the Landlord after the completion of the work, for himself and all the parties mentioned above, a certified copy
of these policies or, failing that, the coverage notes issued by the insurance companies attesting to the payment of the premiums due.


 


 9.6 Work of the Lessor




 


The Tenant undertakes to suffer, without
compensation, notwithstanding Article 1724 of the Civil Code, and even if the work lasts more than twenty-one (21) days, all repairs,
improvements, modifications and compliance work that the Landlord should or would see fit to carry out in the Leased Premises or in the
Building.


 


The Lessor undertakes to make its
best efforts to limit the inconvenience caused to the Tenant due to such work.


 


The Tenant shall likewise suffer,
in derogation of Article 1723 of the Civil Code and without indemnity or reduction of rent, any modification of the Leased Premises or
the Building that the Lessor reserves the right to make such changes,
provided that such changes do not affect the general condition or level of performance.


 


 


 




    Page 15 of 34


     


    

 


The Tenant undertakes, subject to
a notice period of five days, to allow free access to the Rented Premises to the companies designated by the Landlord for the work referred
to above. This notice period may be reduced to 24 hours for work of an emergency nature.


 


The Lessor undertakes to do everything
necessary to limit as much as possible the inconveniences that may result for the Tenant from the said work, taking into account its operating
requirements, and to consult with the Tenant for this purpose.


 


The Tenant shall bear any modification of the meters
or metering stations that may be required by the water, electricity, hot and cold fluids, and telecommunications distributors and shall
allow any pipe or conduit that may become necessary to cross the Rented Premises.


 


The Tenant shall inform the Landlord
in writing of any damage that has occurred in the Leased Premises or concerning the Leased Premises as soon as it becomes aware of such
damage, failing which the Tenant shall be personally liable to reimburse the Landlord for the amount of the direct or indirect damage
resulting for the Landlord from such damage or be liable to the Landlord for failure to declare the said damage to the insurance company
for the Leased Premises in a timely manner.


 


The Tenant shall immediately remove
any formwork or decoration as well as any installation it has made, the removal of which would be useful for the search for or repair
of leaks of any kind, cracks in the smoke or ventilation ducts, in particular after fire or infiltration, and for the execution of the
Landlord’s work following the disaster or decided by the Landlord.


 


Article 10: Special requirements


 


The Tenant is required to comply with the following obligations:


 


 10.1 Respect for the neighborhood




 


		●	Not to use any loudspeaker or other means of broadcasting likely to be heard outside the Rented Premises;
not to use any electrical or other device that interferes with the transmission of telephones, terrestrial or digital television or computer
networks, without having equipped said devices with devices to avoid any disturbance to the neighborhood, to take particular care to avoid
any interference between the various wireless networks used by the Tenant and those used by the other occupants of the Building and neighbors.



 


		●	Not to install in the Rented Premises any machine likely to cause disturbances to the neighbors; to remove
without delay those which would be installed if their operation, in spite of the precautions taken, would generate justified complaints
of the other occupants of the Building or the neighboring buildings.



 


		●	Refrain from any noisy, dangerous, inconvenient, polluting or unhealthy activity; take all useful measures
to prevent any unpleasant odor; refrain from throwing or allowing to be thrown any corrosive or polluting products, or likely to clog
any pipes.



 


 


 




    Page 16 of 34


     


    

 


		●	Take
all measures to avoid the spread of rodents, insects, etc... and if necessary, to destroy them.



 


		●	Ensure the proper conduct of its staff and visitors.



 


 10.2 Fluids - Network subscriptions




 


		●	To subscribe in its name and at its expense all the subscriptions of electricity and telecommunication,
and more generally of all fluids necessary to the exercise of its activity.



 


		●	At the end of the Lease, to terminate any contracts it may have entered into for the rental or maintenance
of its specific facilities.



 


		●	Pay directly to the services concerned the amounts of the subscriptions, taxes and corresponding consumption,
and that of the possible connection.



 


		●	Provide the Lessor annually and/or upon request with the consumption statements for the various fluids
to which it has subscribed.



 


 10.3 Various




 


		●	Do not load floors with more weight than they can support.



 


		●	Respect the maximum number of employees allowed in the Leased Premises.



 


		●	Not to proceed in the Rented Premises to any public sale of furniture or other objects.



 


		●	Keep all emergency exits clear of all furniture and objects at all times.



 


 10.4 Parking spaces




 


		●	Use the parking spaces only for parking light vehicles and two-wheelers of its employees or visitors,
excluding any repair, oil change or washing activity.



 


		●	Do not store any material, object or merchandise of any kind, in particular: tires, gasoline or oil cans.



 


		●	Respect the rules of operation and safety of parking spaces, as well as the rules of traffic.



 


 10.5 Badges




 


		●	Collect and return at the first request of the Lessor the magnetic cards or generally the means of access
which will have been given to him in order to allow their replacement or their periodic validation, or at the end of the Lease.



 


 


 




    Page 17 of 34


     


    




 


10.6
Blinds, Plaques, Signs and Antennas




 


No
blind, plate, sign, antenna or installation of any kind whatsoever, concerning the exterior appearance of the Building may be installed
without the prior written consent of the Lessor, who may object only on legitimate grounds.


 


The Tenant shall also apply, at its own expense,
for all necessary authorizations from the administration, the co-ownership on which the Rented Premises depend, the rights of third parties
or any other; the Landlord shall not be held responsible in case of refusal of authorization or delay in obtaining them.


 


Installations
shall be made in accordance with the provisions and conditions set forth above for the Lessee’s work.


 


The
Tenant shall, moreover, remove at its own expense the said installations on the day of its departure and restore to their original state
the Rented Premises, works or elements of works in or on which these installations have been affixed.


 


10.7
Access and visit of the Rented Premises




 


In
the event of a notice of termination or cancellation of the Lease, as well as in the event of the sale of the Leased Premises or of the
Building on which they depend, the Tenant authorizes the Landlord to show the Leased Premises during working days and hours, as well
as to post information signs in appropriate places.


 


The
Tenant shall allow the Landlord and its agents, architects, contractors and workmen to enter the Leased Premises for any visit, repair
or maintenance task. The Landlord undertakes, insofar as possible, to give the Tenant at least 48 hours’ notice.


 


Article
11: Sub-letting, domiciliation, transfer, right of pre-emption of the Tenant


 


11.1
Subletting and domiciliation




 


Any
subletting of the Leased Premises is prohibited.


 


The
Tenant shall operate its activities in the Leased Premises personally.


 


The
Tenant therefore undertakes not to grant the use of the Leased Premises to anyone in whole or in part, in any form whatsoever, even temporarily
or on a precarious basis, whether free of charge or against payment.


 


Moreover,
any domiciliation of a third party in the Rented Premises is strictly forbidden.


 


11.2
Transfer




 


The
transfer of the Lease is prohibited.





 


 


 






    Page 18 of 34


     


    

 


However,
the Tenant may, after having obtained the prior written consent of the Landlord, assign his rights to this Lease in full to the purchaser
of his business, provided that he remains jointly and severally liable with any successive occupant of the payment of the rents and accessories
or of the execution of the clauses of the Lease, and this without the need to inform the assignor of the first non-payment of his assignee
and of all successive assignees within a period of one month, by express derogation to article L.145-16-2 of the Commercial Code. Notwithstanding
article L.145-16-1 of the French Commercial Code, this joint and several guarantee shall continue for the entire duration of the Lease
remaining on the date of the transfer.


 


No
contribution or assignment may be made if the Lessor is owed rent, charges and taxes.


 


Before
the date scheduled for the signing of the deed of transfer, the Lessor shall be called upon to participate in this deed by registered
letter with acknowledgement of receipt received at least fifteen days before the date scheduled for the deed of transfer, with a copy
of the draft deed attached, containing all indications relating to the planned transfer.


 


The
Lessor shall deliver to the transferee, at no cost to the Lessor, a registered original of any deed of transfer within one month after
the transferee takes possession of the Lease, failing which any transfer made in contravention of the foregoing provisions shall be null
and void and the Lease may be terminated if the Lessor sees fit.


 


In
the event of transfer of the right to the lease, transfer or gratuitous transfer of the business, a new inventory of fixtures shall be
established between the Lessor and the new lessee, under the same conditions as those provided for in Article 3 of the General Conditions.
It is however specified that, notwithstanding the establishment of this new inventory of fixtures, it is the initial inventory of fixtures
established with the initial Tenant that shall be used as a reference for the definition of the restoration work due, if any, by the
Tenant within the framework of the return of the Leased Premises.


 


11.3
Tenant’s right of pre-emption




 


If
the Landlord intends to sell the Leased Premises, he shall inform the Tenant by registered letter with acknowledgement of receipt or
hand-delivered against a receipt or envelope in accordance with the provisions of Article L.145-46-1 of the French Commercial Code in
its wording resulting from the law n°2014-626 of June 18, 2014.


 


This
notification shall, under penalty of nullity, indicate the price and conditions of the proposed sale and shall be deemed to be an offer
to sell to the Tenant.


 


The
Tenant shall have a period of one month from the date of receipt of this offer to decide. In case of acceptance, the Tenant shall have
a period of two months from the date of sending his answer to the Landlord to complete the sale.


 


If,
in his reply, the Tenant notifies his intention to take out a loan, the acceptance by the Tenant of the offer to sell is subject to obtaining
the loan and the time limit for completion of the sale is extended to four months.


 


If,
at the end of this period, the sale has not been completed, the acceptance of the offer to sell will become ineffective.


 


In
the event that the Landlord decides to sell under more advantageous conditions or at a more advantageous price to an interested purchaser,
the notary in charge of the sale shall, if the Landlord has not previously proceeded to do so, notify the Tenant in the manner provided
for in the first paragraph, under penalty of the sale being declared null and void, of such conditions and price. This notification
shall constitute an offer to sell to the benefit of of the Tenant. This offer to sell will be valid for a period of one month from the
date of its receipt. Any offer that has not been accepted within this period shall become null and void.


 


The
Tenant who accepts the offer thus notified shall have a period of two months from the date of sending his reply to the Landlord or the
notary to complete the deed of sale. If, in his reply, he notifies his intention to obtain a loan, the acceptance by the Tenant of the
offer to sell shall be subject to obtaining the loan and the time limit for the completion of the sale shall be extended to four months.
If, at the end of this period, the sale has not been completed, the acceptance of the offer to sell will become ineffective.


 


 


 






    Page 19 of 34


     


    

 


However,
the foregoing provisions shall not apply in the event of a single transfer of several premises in a commercial complex, a single transfer
of separate commercial premises, a transfer of a commercial premises to the co-owner of a commercial complex, a global transfer of a
building comprising commercial premises or a transfer of a premises to the Lessor’s spouse or to an ascendant or descendant of the Lessor
or his spouse.


 





Article 12: Insurance


 


 12.1 Lessor’s Insurance




 


The Lessor undertakes to insure with
insurance companies known to be solvent:


 


		a)	The building at new value including all fixtures and fittings
considered as building by nature or destination, according to article 525 of the Civil Code.





 


Against all usual risks of destruction
and in particular the following risks: fire and lightning, all explosions, electrical damage, falling aircraft and aerial objects, vehicle
impacts, attacks and natural disasters, in particular hurricanes, cyclones, tornadoes, storms, hail, smoke, strikes, riots and popular
movements, acts of vandalism and malicious damage, water damage.


 


The insurance extends to additional
guarantees including, in particular, loss of rent for up to two years, the cost of excavation, backfill, indirect losses and experts’
fees.


 


		b)	Its civil liability for bodily injury or property damage caused to third parties. The Tenant shall
                                                                               reimburse to the Landlord, in addition to the charges, the share of the premiums resulting from the policies provided for in the
                                                                               preceding paragraphs. This reimbursement shall be subject to VAT.



 




 12.2 Lessee’s Insurance






 


The
Tenant shall be insured with a reputable company against fire, short circuits, explosions, lightning, water damage, glass breakage and
all other generally insured risks, all furniture, equipment, merchandise, glass, installations and fittings in the Rented Premises, recourse
from neighbors and third parties, and its professional civil liability.


 


In
order to ensure the execution of this clause, the Tenant shall send to the Lessor within thirty (30) calendar days of the signature of
this agreement, a certified copy of all its insurance certificates, it being specified that if the Tenant fails to subscribe, renew the
policy or pay the related premiums, the Lessor reserves the right, fifteen (15) days after a formal notice remained unanswered, to proceed
with the insurance company covering the Rented Premises, and to claim from the Tenant the reimbursement of the corresponding premiums.


 


The
Tenant agrees to maintain all the above mentioned insurances for the duration of the Lease and its renewals, to pay the premiums punctually
and to justify this insurance by sending to the Landlord an up-to-date certificate, within thirty (30) calendar days of the anniversary
date of this contract.


 


If
the activity carried out by the Tenant results in additional insurance premiums for the Landlord or for neighbors or tenants, the Tenant
shall be required to compensate the Landlord for the amount of the additional premium paid by him and to guarantee him against any recourse
and claim from neighbors or tenants. The Tenant undertakes to immediately inform the Landlord of any elements likely to aggravate the
risks and to modify the premium rates.


 


12.3
Waiver of recourse




 


The
Lessor undertakes on its own behalf and on behalf of its insurers to waive any recourse against the Tenant and its insurers, except in
the case of malice, in the event of damage caused by fire, explosions, leaks or water damage to the Rented Premises and the corresponding
insurance policies shall mention this waiver of recourse.


 


Correlatively,
the Tenant undertakes for itself and its insurers to waive any recourse in case of fire, explosion, leaks, water damage, against the
Landlord and its insurers, for any reason whatsoever, in particular due to the destruction of its movable property, as well as due to
the deprivation of enjoyment of the Rented Premises and even in case of total or partial loss of its business, including intangible elements.
The corresponding insurance policies shall expressly mention these waivers of recourse.


 


The
Tenant undertakes to communicate to the Landlord, all elements tending to appreciate any risk and this at any time and without delay
as soon as the Tenant is aware of them. The Lessor’s insurer or its representatives shall have the right to visit the Leased Premises
at any time, upon simple request, provided that it does not disrupt the Tenant’s activity.


 


Article
13 Liability, claims


 


The
Tenant waives all liability claims or claims against the Landlord, the Landlord’s agent and their respective insurers and agrees to obtain
the same waivers from its own insurer for the following:


 


		●	In
the event of theft, attempted theft, or other criminal acts committed in the Leased Premises or in the common areas of the Building,
the Landlord not assuming any obligation of surveillance,
	 	 	 



		●	In
case of modification or suppression of the guarding, the remote surveillance, the reception service and the switchboard operators, if
any, and more generally of the service of all the persons providing common services to the Building,
	 	 	 



		●	In
case of modification of the common parts, the dependencies and accessories of the Rented Premises, notwithstanding article 1723 of the
Civil Code,
	 	 	 



		●	In
the event of irregularities or interruption of the elevators, supply and distribution of services and fluids and, in particular, of the
service of water, electricity, telephone, air- conditioning, generators, all computer systems and new technologies if any, except in
the event of a fault attributable to the Lessor. In addition, any






 


 


 






    Page 20 of 34


     


    

 


The
cancellation of a service shall not give rise to any compensation or reduction of rent for the Tenant, except in the event of a fault
attributable to the Landlord. The Lessor undertakes to take all necessary steps to restore the operation of the said fluids insofar as
it has retained the management of the said equipment or holds the supply contracts.


 


		●	In
the event of an accident with bodily, material and/or immaterial consequences occurring in the Rented Premises or in the Common Areas
during the course of the Lease, whether or not it has an impact on the Tenant, regardless of the cause,
	 	 	 



		●	In
case of damage caused to the Rented Premises and/or to any movable items therein, as a result of leaks, infiltrations, humidity or other
circumstances, all except for fault attributable to the Lessor,
	 	 	 



		●	In
case of actions generating damage from other occupants of the Building, from all third parties in general,
	 	 	 



		●	In case of claims from third parties, co-owners or any other
tenant due to disturbances of use attributable to its activity,
	 	 	 



		●	In
case of expropriation for public utility, all the rights of the Tenant being reserved against the expropriating party,
	 	 	 



		●	In
case of contamination of the heating, water and air conditioning networks.



 


Article
14 Destruction of the Rented Premises


 


In
the event that, as a result of a fire, an explosion, whatever the cause, or any other disaster, the Leased Premises are destroyed or
rendered unusable in their entirety, the Lease shall be terminated as of right, without any indemnity for the Tenant, the full benefit
of the real estate insurance indemnities remaining with the Landlord.


 


Notwithstanding
Article 1722 of the Civil Code, if the Leased Premises are destroyed or rendered unusable only partially, the Lessee may only terminate
the Lease if the Leased Premises are not restored within two years of the loss.


 


In
this case, the Lessor undertakes to take all necessary steps to restore the property to its original condition and to allocate the insurance
indemnities received.


 


During
this period, the Tenant shall only be liable for the payment of rents and charges in proportion to the surface area of the Rented Premises
that would not be destroyed or unusable.


 


In
the event that, due to causes beyond the control of the Lessor, the Lessor is unable to rebuild the Leased Premises within a period of
two years, the Lease shall be terminated as of right, without prior notice and without any indemnity for the Lessee, the full benefit
of the real estate insurance indemnities remaining with the Lessor.


 


Article
15 Collective proceedings


 


In
the event that collective proceedings (safeguard, recovery or judicial liquidation) are opened against the Tenant, the latter shall immediately
inform the Landlord by registered letter with acknowledgement of receipt.


 


The
sums owed by the Tenant for debts arising prior to the judgment opening the proceedings shall be automatically set off against the security
deposit, without the need for any judicial formality. After the court has decided on a possible safeguard or recovery plan, the Lessor
shall ask the Tenant to reconstitute the security deposit, in the event that all or part of it has been offset.


 


 


 






    Page 21 of 34


     


    

 


The
transfer of the leasehold right, including in the event of the Tenant’s judicial liquidation, by the judicial administrator,
may only be carried out under the conditions indicated in Article 11.2 of the General Conditions and subject to the reconstitution
of the security deposit by the transferee in the hands of the Landlord.


 


If
the administrator or liquidator were to terminate the Lease, such non-performance would give rise to damages in accordance with Articles
L.622-13 and L.622-14 of the French Commercial Code, which the Parties agree to set at six months’ rent (exclusive of taxes) in effect
on the date of termination. The security deposit shall be acquired by the Lessor as initial liquidated damages in the event of waiver
of the continuation of the Lease pursuant to Articles L.622-13 and L.622-14 of the Commercial Code.


 


Article
16: Return of the Rented Premises


 


16.1
Acquired




 


One
month before vacating the Leased Premises, the Tenant shall, prior to any removal of the furniture, even partial, and at the first request
of the Landlord, justify by the presentation of the receipts, the payment of the contributions to be paid by the Tenant, both for the
past years and for the current year, as well as all the terms of rent and charges, and communicate to the Landlord his future address.


 


16.2
State of restitution




 


Upon
his departure, during or at the end of the lease, the Tenant shall return the Leased Premises in a very good state of maintenance, cleanliness
and repairs and replacements incumbent upon him, and shall return them free of any furniture, fixtures, wiring, which would not have
become the property of the Landlord by virtue of the option available to the latter as stated below.


 


16.3
Accession




 


All
real estate work, fixtures and fittings, whether or not authorized by the Lessor, whether finishing work performed prior to or at the
time of taking possession, or partitioning, improvement, alteration or repair work, shall become the property of the Lessor by accession
at the end of the Lease, without compensation of any kind.


 


The
Landlord shall have the right to require the Tenant to restore the Leased Premises to their original physical condition in accordance
with the inventory of fixtures referred to in article 3.2 of the General Conditions, at the exclusive expense of the Tenant, and in particular
the removal of the following items


 


		-	partitioning,
	 	 	 



		-	low
                                            voltage
	 	 	 



		-	private
                                            air-conditioning systems



 


16.4
Pre-appraisal - Quotation




 


To
this end, three (3) months at the latest before the expiry of the Lease or at the time of the Tenant’s effective departure, if earlier,
a preliminary inspection of the condition of the Rented Premises shall be carried out by both parties, which shall include a statement
of the repairs to be carried out by the Tenant.


 


 


 









    Page 22 of 34


     


    

 


The
Tenant shall perform at its own expense all such repairs and restorations as mutually agreed upon for the date of vacating the Leased
Premises.


 


In
the event that the Tenant does not carry out the repairs and repairs within the above- mentioned time limits, or does not respond to
the Landlord’s notice, the Landlord shall have the amount of said repairs calculated.


 


The
Parties may agree that the restoration work shall be carried out by the Lessor at the Lessee’s expense, provided that prior to the Lessee’s
departure, an agreement has been reached on the description, the estimate and the deadline for carrying out the necessary work and that
the amount of the estimate(s) has been paid to the Lessor by the Lessee.


 


Upon
return of the Leased Premises by the Tenant, an inventory of fixtures shall be established jointly and amicably by the Parties or by
a third party mandated by them.


 


If the inventory of fixtures cannot be established
under these conditions, it shall be established by a bailiff, on the initiative of the most diligent Party, at expenses shared equally
between the Lessor and the Tenant.


 


In
view of this inventory of fixtures, the Parties shall assess whether there are any remaining repairs and restorations incumbent upon
the Tenant.


 


If
repairs or work are necessary, and if a negotiation has not already taken place at the end of the pre-exit inventory of fixtures, the
Tenant shall, within fifteen days of the notification of the estimates or figures, established at the request of the Landlord, give his
agreement on the said estimates or figures.


 


In
the event of silence or unjustified dispute by the Tenant before the expiration of this period, the estimates or cost estimates presented
by the Landlord may no longer be contested by the Tenant and shall be deemed accepted by him. The Lessor may have the work performed
by companies of its choice, the cost of which shall be borne exclusively by the Lessee.


 


16.5
Downtime compensation




 


In
the cases referred to in Article 16.4 above, the Tenant shall owe the Landlord an immobilization indemnity equal to the amount of the
last rent (including tax) and charges, calculated on a pro rata temporis basis, during the time the premises are immobilized to carry
out the repairs incumbent upon the Tenant after the expiration of the Lease; the Landlord undertakes to make every effort to carry out
the said repairs.


 


It
is reminded that in the event that the Tenant does not vacate the Rented Premises on the due date, he/she shall owe the Landlord the
occupancy indemnity set forth in article 18 - 4ème.


 


Article
17: Tolerance


 


A
tolerance relating to the application of the clauses and conditions of the Lease may never, regardless of its frequency or duration,
be considered as a modification or deletion of these clauses and conditions.


 


 


 






    Page 23 of 34


     


    

 


Article
18: Resolutive clause, sanctions


 


In
the event of non-payment of a single term or fraction of a term of the Rent and/or its accessories at their exact due date, of any sum
due for a rent revision or a renewal of the Lease or in the event of non-performance of any of the conditions and obligations of the
Lease (General Conditions and Special Conditions in their entirety), and one month after a In the event of a simple order to pay or to
execute the present clause, the Lease shall be terminated by operation of law if the Landlord sees fit, even in the event of payment
or execution after the expiration of the above-mentioned period. Jurisdiction is given to the Summary Jurisdiction Judge to note the
breach and the operation of this clause and to evict the Tenant.


 


In
the event of termination of the Lease for reasons attributable to the Tenant, the security deposit and the prepaid rents, if any, shall
remain vested in the Landlord as first damages without prejudice to the provisions of Article 1760 of the Civil Code.


 


All
costs of pre-litigation reminders, fees and costs of proceedings, summonses, lawsuits, protective or enforcement measures as well as
all costs of lifting the registration status and notification that may be necessary shall be borne by the Tenant.


 


The occupancy indemnity payable by the Tenant in
the event of non-delivery of the Leased Premises, after termination of the Lease by operation of law or by court order, or after expiration
of the Lease, shall be established on the basis of the total rent for the last year of the lease, increased by fifty (50) %, in addition
to all the accessories to the Rent.


 


In
the event of non-payment of any amount due under the Lease and its consequences, the amount of each unpaid installment shall, at the
expiration of a period of fifteen days from the due date, be automatically increased by 10% as a fixed penalty without prejudice to the
possible application of the resolutory clause.


 


By
express agreement, this penalty shall apply automatically upon expiration of the above period without any notice of default having been
served.


 


In
the event of repeated non-compliance by the Tenant with its obligations, the Landlord shall have the distinct option, fifteen days after
a simple notification by registered letter with acknowledgement of receipt that has remained without effect, to have the non-compliant
obligation performed by any service provider of its choice, at the Tenant’s expense, risk and peril, the resulting costs shall be automatically
added to the first following term. In no case shall the above clause be considered as a comminatory or a style clause. It contains an
express derogation, intended and accepted by the Parties, to the last paragraph of Article 1184 of the Civil Code.


 


Article
19: Environment


 


19.1
Work and respect for the environment




 


For
the execution of the work to be carried out by the Tenant, both at the outset and during the term of the Lease, the Tenant undertakes
to comply with all standards and regulations in force relating to the protection of the environment and not to use any material likely
to present a danger to the safety of the occupants of the Leased Premises or of the Building and/or the real estate complex.


 


If
the materials used by the Lessee are prohibited by a new provision, the Lessee shall be personally responsible for all the resulting
consequences: research, diagnosis, removal or other, even though the work and improvements may have been acquired by the Lessor in the
meantime, without any recourse against the Lessor.


 


 


 









    Page 24 of 34


     


    

 


19.2
State of risks and pollution




 


Attached
hereto (Appendix 2) is the risk and pollution report provided for in articles L.125-5 and R.125-26 of the Environmental Code,
of which the Tenant declares to have full knowledge.


 


If
necessary, the Landlord further declares that to its knowledge (i) the Leased Premises have not suffered any loss that has given rise
to the payment of an indemnity pursuant to Article L.125-2 or Article L.128-2 of the Insurance Code during the period of its ownership
thereof and (ii) that it has not itself been informed of any such loss at the time of acquisition of the Leased Premises.


 


The
Tenant being thus informed of this situation, undertakes to deal with it personally without recourse against the Landlord.


 


19.3
Diagnostic of Energy Performance




 


An
energy performance diagnosis (DPE) is attached hereto (Appendix 3), in application of articles L.134-3-1 and following of the
Construction and Housing Code, of which the Tenant declares to have full knowledge and to make its own personal arrangements, without
recourse against the Landlord.


 


19.4
Asbestos Technical Diagnosis




 


Under
the terms of Article R.1334-29-5 of the Public Health Code amended by the Order of December 21, 2012 on the general safety recommendations
and the content of the summary sheet of the “asbestos technical file”, owners of built buildings containing materials
likely to release asbestos fibers are required, since January 1er 2013, to establish an asbestos technical file (DTA) and communicate
it to the occupants of their building.


 


Consequently,
an asbestos technical file relating to the Building is attached to the Lease (Appendix 4) or will be sent to the Tenant by the
Landlord three months at the latest after the signature of the Lease.


 


The
Lessor prohibits the Tenant from carrying out or having carried out any work whatsoever, even if not subject to authorization under the
terms of the Lease, without having taken or had taken cognizance of the said DTA by the companies and having justified it beforehand
to the Lessor.


 


During
the fitting out of the Leased Premises, the Tenant shall carry out, at its own expense, an asbestos diagnosis before the works if necessary.


 


Article
20 Status of Work Performed by the Lessor


 


In
accordance with the provisions of Article L.145-40-2 of the Commercial Code as amended by Law No. 04-626 of June 18, 2014, the Lessor
shall deliver to the Lessee upon signature of this Agreement, and then every three years, the following documents:


 


		-	A
                                            statement of the work done in the three years preceding the conclusion of the Lease, specifying
                                            its cost (Appendix 5).






 


		-	An
                                            estimate of the work to be performed within three years of the signing of the lease, together
                                            with a projected budget (Appendix 6).



 


 


 






    Page 25 of 34


     


    

 


It
is specified that this statement, which shall be updated at least every three years by the Lessor, has been drawn up for information
purposes only and that it may be modified at any time by the Lessor, of which the Lessee acknowledges.


 


Consequently,
the Lessor reserves the discretionary right to carry out or not the works mentioned in the above-mentioned provisional statement and
that, in the latter case, the Tenant shall not be able to claim any reduction in rent and/or indemnity whatsoever, nor to contest the
reimbursement of charges, in the event that all or part of the planned works have not been carried out, as well as in the event that
the Lessor carries out works that were not initially envisaged


 


The
Landlord shall inform the Tenant during the course of the lease of any element likely to modify the distribution of charges among the
tenants of the Building.


 


Article
21 Modifications - Tolerances - Severability - Confidentiality - Conditions of formation of the contract - Unforeseeable


 


21.1
- Modifications


 


Any
modification of this Agreement shall be made only by agreement between the parties in writing.


 


21.2
- Tolerances


 


The
Tenant expressly acknowledges that all tolerances on the part of the Landlord relating to the above-mentioned clauses and conditions,
regardless of their frequency or duration, may in no case be considered as modifying or eliminating these clauses and conditions, nor
as generating any right whatsoever. The Lessor shall always be free to require, without prior notice and by any means, the strict application
of the conditions which have not been the subject of a prior express written modification.


 


21.3
- Divisibility


 


If
at any time any provision hereof shall be unlawful, void or for any reason unenforceable in whole or in part under the laws of any state
or territorial unit, the legality, validity and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby.


 


21.4
- Privacy Policy


 


The
Lessor and the Lessee agree to keep the terms and conditions of the Lease confidential and to take all steps to ensure that such confidentiality
is maintained by all their employees and assigns, as well as by their respective counsel, consultants and agents.


 


Each
of the Parties shall refrain from publicizing the execution of the Lease in a press release or by any other means of communication without
the prior written consent of the other Party.


 


 


 




    Page 26 of 34


     


    

 


21.5
- Conditions of formation of the Contract - Unforeseeability


 


The
Parties acknowledge that the Lease (including its annexes) was freely negotiated in good faith between them, each Party having been assisted
in this regard by its counsel, and that the Parties have entered into the Lease with full knowledge, awareness and understanding. Each
of the Parties acknowledges that the other Party has requested from it the information that was of decisive importance to the former
in order to obtain its consent to the conclusion of the lease within the meaning of Article 1112-1 of the Civil Code.


 


Throughout
the term of the lease and its successive renewals, each of the Parties irrevocably and unequivocally waives the benefit of Article 1195
of the Civil Code relating to unforeseeability and consequently refrains from requesting its application unless otherwise provided by
law or jurisprudence.


 


Article
22 Fees


 


All
rights, expenses and fees for the drafting of the present document, the agency commission and those which will be the result and consequence
thereof shall be borne and paid by the Tenant who expressly undertakes to do so.


 


Article
23 Election of domicile


 


For
the execution of the present contract and its consequences, including the service of all documents, the Parties elect domicile:


 


The
Lessor: at its registered office, 9 rue de Vienne, Paris 8ème or that of its agent. The Tenant: in the Rented Premises.


 


 


 




    Page 27 of 34


     


    

 


	II/SPECIAL CONDITIONS




 


Article
1: Designation of the Rented Premises


 


In
a building complex located at 4, rue Auber in the 9ème district of Paris:


 


	 	■	Office
    premises located on the 4ème floor of the building on the Mathurins side, with a surface area of approximately 545 sq.m. including
    a share of the common areas,


 


The
delimitation plans of the Leased Premises are attached to the Lease (Appendix 1).


 


Article
2: Effective Date and Term of the Lease


 


The
Lease will take effect on 01/10/2022 and end on 30/09/2031. The lease is for a term of nine firm and consecutive years.


 


In
accordance with the provisions of article L.145-4 of the Commercial Code, the Tenant will have the option of giving notice for the expiration
of each three-year period.


 


Article
3 : Destination of the Rented Premises


 


The
Tenant shall occupy the Leased Premises exclusively for office use in connection with its software publishing business (Appendix 7).
It is specified that the regulations applicable to the Building are the Labor Code and that the Building is not classified as an ERP.


 


Article
4: Rent


 


The
annual rent amounts to 376 050 € (THREE HUNDRED AND SEVENTY-SIX THOUSAND AND FIFTY EUROS) excluding tax and excluding charges,
to which is added VAT at the current rate.


 


Rent-free:


 


The
Lessor grants the Tenant a deductible of four (4) months of the current global rent, i.e. 125 350 € (ONE HUNDRED AND TWENTY THOUSAND
AND FIFTY EUROS), to From the effective date of the lease, i.e. from October 1, 2022 to January 31, 2023.


 


The
amount of the deductible shall be calculated on the basis of the principal rent in effect on the date the deductible is applied. This
rent deductible shall not, however, exempt the Lessee from paying the charges and taxes incumbent upon the Lessee as of the effective
date of the Lease.


 


This
rent-free period has not been granted in consideration of any particular service, but is the result of an overall agreement of the Parties
on the general economy of the Lease. As a result, this rent-free period is not to be considered as a reciprocal service separate from
the Lease and its financial and contractual terms as a whole, and is therefore not subject to VAT.


 


Article
5: Tax system


 


VAT


 


 


 




    Page 28 of 34


     


    

 


Article
6: Indexing


 


Index
of rents for commercial activities (ILAT)


The
initial reference index will be that of 2Q 2022 (to be published)


 


Article
7: Security deposit


 


At
the signature of the lease, the security deposit amounts to 3 months of initial rent excluding VAT/HC, i.e. the sum of 94 012,50 €
(FOURTEEN FOURTEEN THOUSAND TWELVE EUROS AND FIFTY CENTS).


 


The
Tenant shall send to the Landlord, by e-mail, the proof of the bank transfer of the security deposit, on the day of the signature of
the Lease.


 


As
a reminder, this security deposit must be increased or decreased when the amount of the rent is modified so that it is always equal to
three months’ rent excluding taxes.


 


Article
8: First demand bank guarantee


 


To
guarantee all of its obligations under the Lease and its consequences, the Tenant shall provide the Landlord, within a maximum period
of three (3) months from the Effective Date of the Lease, with an autonomous first demand bank guarantee, subject to the provisions of
Article 2321 of the Civil Code, issued by a first rank French banking institution having its registered office or branch in France, substantially
in accordance with the model annexed to the Lease (Appendix 8), in an amount corresponding to nine months’ Rent excluding taxes
and charges (hereinafter the “GAPD”).The amount of the GAPD (guarantee on first demand) amounts to 9 months’ initial
rent excluding taxes and charges, i.e. the sum of 282,037.50 € (TWO HUNDRED AND EIGHTY TWO THOUSAND AND FIFTY EUROS).


 


In
the event of failure to deliver a GAPD in accordance with these provisions within the aforementioned period, the Lessor may, if it so
chooses, implement the termination clause of the Lease, under the conditions provided for in Article 18 of the General Conditions.


 


The
amount guaranteed shall at all times be at least equal to 9 months of the Rent excluding taxes and charges. This amount shall be indexed
at the same time as the Rent so as to always correspond to one year’s Rent excluding taxes and charges.


 


The
GAPD shall become effective on the Effective Date of the Lease and shall remain in effect until the expiration of five (5) months from
the end of the nine (9) year term of the Lease.


 


In
the event that the Lease is tacitly extended, the Lessee shall submit a new GAPD, drawn up in accordance with the provisions of this
Article, no later than fifteen (15) days prior to the expiration of the previous GAPD, said GAPD may then be limited to one
(1) year but must be renewed during the entire tacit extension period of the Lease. If the Tenant fails to submit a new GAPD at
least fifteen (15) days prior to the expiration of the GAPD coming to an end, the Landlord shall be entitled to enforce the GAPD
prior to its expiration for the full amount thereof.


 


If
the GAPD is called upon, a new guarantee of the same amount and duration issued by a first rank French bank shall be given to the
Lessor, at the latest within thirty (30) days. If the Tenant is unable to provide the Lessor with the GAPD within the aforementioned
period, the Tenant shall provide the Lessor, at the latest at the end of the thirty (30) day period following the activation of the
GAPD, with a sum corresponding to the GAPD that should have been remitted, by bank transfer. This amount shall be reimbursed to the
Tenant by the Landlord within five (5) business days upon delivery by the Tenant to the Landlord of the original of the new
GAPD.


 


 


 






    Page 29 of 34


     


    

 


Failing
this, the Lessor may, if it sees fit, implement the resolutory clause of the Lease, under the conditions set forth in Article 18 of the
General Conditions.


 


The
GAPD shall expressly stipulate that it is subscribed for the benefit of the Landlord and all successive lessors and/or owners of the
Leased Premises, provided that such transfer does not contravene the guarantor’s obligations as to the identity of the transferee
with respect to the fight against money laundering and the financing of terrorism and international sanctions. Thus, in the event of
the sale of the Leased Premises, the successive lessors and/or owners shall automatically become beneficiaries of the GAPD.


 


In
the event of an assignment or contribution of the Lease, the assignee (or transferee) shall provide to the Landlord, prior to the date
of assignment or contribution of the Lease, a new independent bank guarantee established in accordance with the provisions of this Article


 


Article
9: Distribution of charges


 


The
distribution of charges between the various tenants occupying the building complex on which the Rented Premises depend is specified in
the attached table (Appendix 8).


 


The
Landlord shall inform the Tenant of any element likely to modify the allocation of charges between tenants. The Landlord may modify this
allocation during the term of the Lease without the prior agreement of the Tenant, provided that such modification is justified (modification
of the common areas of the Building, adjustment of the allocation keys to the surface area of the Rented Premises, etc.).


 


Article
10: Waiver of the general conditions


 


10.1
Security deposit


 


Notwithstanding
Article 6 of the General Conditions, the 5ème paragraph is amended as follows:


 


“This
security deposit shall be refunded to the Tenant at the end of the use of the Leased Premises, after deduction of all sums due by the
Tenant for the occupancy of the Leased Premises and, upon completion of the final accounting, within a maximum period of three (3) months
thereafter.”


 


10.2
Maintenance, work, repairs


 


By
derogation, article 9.4 of the general conditions is modified as follows:


 


“By
express agreement between the Parties, the Tenant shall carry out at its own expense, risk and peril, notwithstanding Articles 1719,
1720 and 1755 of the Civil Code, as and when required, and shall bear the cost of or reimburse the Landlord for all work, repairs, replacements
and expenses of any nature whatsoever, regardless of the cause, nature and importance thereof, including those due to force majeure or
obsolescence, with the exception of the major work referred to in Article 606 of the Civil Code or work to bring the Leased Premises
into compliance with the law, or work attributable to the Landlord, including those due to force majeure or obsolescence, with the exception
of the major works referred to in Article 606 of the Civil Code or works to bring the Leased Premises into compliance with the law or
those attributable to obsolescence falling within the category of the major works referred to in Article 606 of the Civil Code, which
shall remain the responsibility of the Lessor in accordance with the provisions of Article R.145-35 of the Commercial Code.


 


 


 




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In
this context, the Tenant shall in particular, and without this list being in any way exhaustive:


 


	 	-	Carry
    out at its own expense all work and in particular repair, restoration, modernization, repair or replacement, which is or will become
    necessary to the Leased Premises and their installations, (such as, if they exist, those of heating, air cooling, ventilation, technical
    equipment, access controls, security and safety systems, electricity, lighting, wiring, glazing, woodwork and closures, plumbing,
    sanitary facilities, carpets, ceilings and false ceilings, walls, partitions, floors, roofs, pipes, zinc work... ),
	 	 	 
	 	-	Carry
    out at its own expense all work, improvements, installations and constructions to bring the Rented Premises and the Building on which
    they depend into conformity with current and future regulations, in particular in terms of environmental protection, hygiene, health,
    safety, road safety, police and labor regulations, as well as, where applicable, in terms of ERP regulations for the category on
    which its activity depends, rules applicable to high-rise buildings and accessibility rules for persons with reduced mobility.
	 	 	 
	 	-	To
    maintain in a very good state of cleanliness, maintenance and repair of any kind the Rented Premises and their equipment as well
    as the installations, installations, decorations and embellishments carried out by him having the nature of building by destination.


 


He
will take care of the very good maintenance and repair of his electrical, telephone, data- processing networks and the lightings. He
will take all precautions against the frost. He will make proceed, if necessary, with the annual sweeping of the smoke ducts to his use.


 


He
shall paint the Leased Premises as often as necessary, maintain the floor coverings in a very good state of repair and in particular
remedy the appearance of stains, burns, tears, holes or detachments and ensure the safety of use and circulation so as to return them
at the end of the lease in very good condition.


 


In
general, he shall subscribe to all maintenance contracts and repair as and when necessary any deterioration that may occur in the Leased
Premises and replace, if necessary, what could not be repaired.


 


10.3
Subletting and domiciliation


 


Notwithstanding
the provisions of article 11 of the general conditions, the Tenant shall have the option of domiciling and/or partially subletting the
rented premises to another company corresponding to the standing of the building. The Tenant will then be authorized to sublet under
the following conditions:


 


		-	the
surface area subject to the said sublease shall not exceed 49% of the leased premises,



 


		-	the
Lessor must be notified in advance by registered mail with acknowledgement of receipt at least one month before the sublease takes effect,



 


		-	the
leased premises forming an indivisible whole in the common intention of the Parties, any sub-lease shall not create direct rights of
any sub-lessees towards the Lessor, and in particular, the Lessee shall not grant sub-tenancies whose expiry date would be later than
the end of the lease,



 


		-	in
case of termination of the present contract by the Tenant, the Tenant shall be personally responsible for the release of the premises
by the sub-tenant.



 


		-	the
sub-lessee shall operate the premises in accordance with the purpose of the lease,



 


		-	the
amount of the sub-rent / m2 / year cannot be higher than the amount of the rent / m2 / year.



 


 


 




    Page 31 of 34


     


    

 


The
above provisions shall be expressly included in any sublease agreement so that the sublessee is fully aware of them.


 


Finally,
if these subleases lead to a particular development of the surfaces, the Tenant shall submit to the Landlord for formal approval the
complete development file to verify, in particular, the compliance of the said development with safety regulations.


 


No
improvements may be made in the leased premises before the Lessor has formally given its consent.


 


For
subleases authorized in this way, the Lessor waives the right to intervene in the signing of the sublease deed and relieves the Lessee
of the formalities provided for in Article L.145-31 of the Commercial Code. However, a signed copy of the sublease deed shall
be communicated to the Lessor within fifteen days of the signature, under penalty of nullity of the sublease.


 


The
Tenant shall remain solely liable for all rents, charges and accessories and shall remain liable for all obligations under the Lease,
so that the Landlord shall only have to know one and only one tenant, holder of the Lease for the entirety of the Leased Premises and
solely and exclusively responsible for the payment of rents and the performance of the charges and conditions of the Lease, the Landlord
not intending, under any circumstances, to have any legal relationship with any subtenants.


 


The
general terms and conditions of the sublease shall be consistent with those set forth in the Lease.


 


In
no case may the sub-lease be granted for a period longer than the remaining term of the Lease.


 


In
no case may the sublease be granted for a rent higher than that of the Lease. The sublease contract must contain


 


	 	●	a
    clause by which the sub-lessee declares that it is fully aware and acknowledges that the fate of the sub-lease follows that of the
    Lease, the expiration or termination of the latter, for whatever reason, will automatically result in the termination of the former;
	 	 	 
	 	●	a
    clause by which the sub-lessee declares that it is fully aware and acknowledges that the Leased Premises are indivisible in the common
    intention of the Parties, and that it may not invoke any direct right against the Lessor.


 


In
the event of application of the provisions of the second paragraph of Article L.145-32, the terms and conditions of the new lease shall
be in accordance with the present lease, except for the amount of the Rent which shall be fixed in accordance with the usual terms and
conditions, based on the rental value of the Leased Premises.


 


 


 




    Page 32 of 34


     


    

 


Done
in Paris, on 20/07/2022


 


In
three copies, one of which is given to each of the Parties.


 


The
Lessee The Lessor


 


 





 




    Page 33 of 34


     


    

 


List
of Annexes :


 


Appendix
1: Plans of the Rented Premises


Appendix 2: State of Risks and Pollution


Appendix
3: Energy performance diagnosis


Appendix 4: Asbestos technical file


Appendix
5: Summary of the work carried out by the Lessor


Appendix 6: Provisional statement of the work carried out by the Lessor


Appendix 7:
Kbis extract


Appendix
8: Rental Expense Allocation Table Appendix 9: GAPD


 




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AUTONOMOUS BANK GUARANTEE
ON FIRST DEMAND

 GOVERNED BY ARTICLE 2321 OF THE CIVIL CODE


 


ISSUED BY :


 


BNP PARIBAS, a public limited
company with a capital of 2,496,865,996 euros, having its registered office in PARIS (75009), 16 Boulevard des Italiens, registered under
number 662042449 - RCS Paris - identifier CE FR 76662042449 - orias n°07 022 735, represented by [  ], duly empowered for the purpose
of the present document by virtue of the powers of attorney of which a copy is attached hereto as Appendix 1 (hereinafter the “Guarantor”)


 


IN FAVOR OF :


 


xx, a public limited company whose
registered office is located at xx, registered under the number xx RCS Paris (hereinafter the “Beneficiary”),


 


IT BEING PREVIOUSLY STATED THAT:


 


		1.	By private deed
                                            dated in Paris on xx,



 


		2.	XX,
                                            a simplified joint stock company whose registered office is located at xxx- 75010 Paris,
                                            registered under the number XXX RCS Paris (the “Principal”) has entered
                                            into a commercial lease in the future state of completion (the “Lease”)
                                            with the Beneficiary, in its capacity as Lessor, covering the entirety of the real estate
                                            complex for office use located at XXXX (the “Rented Premises”).



 


		3.	In article 3 of
                                            the Lease, the parties have agreed that the Principal shall provide the Beneficiary with
                                            an autonomous bank guarantee on first demand from a first rank bank with an establishment
                                            in France, in order to guarantee the Beneficiary the payment of a sum of XXX € corresponding
                                            to XXX.



 


		4.	Consequently, the Guarantor
                                            has issued, on the instruction of the Instructing Party, this autonomous first demand bank
                                            guarantee in favor of the Beneficiary (the “Guarantee”).



 


		5.	The Guarantor expressly
                                            agrees that this statement is only indicative and shall not affect or call into question
                                            the autonomous and independent nature of the Guarantee in relation to the obligations contracted
                                            by the Principal towards the Beneficiary under the Lease, in accordance with Article 2321
                                            of the Civil Code.



 


IT IS AGREED AS FOLLOWS:


 


		1.	GUARANTEE



 


Pursuant to the provisions of Article
2321 of the Civil Code, the Guarantor undertakes, by way of an autonomous guarantee, to pay to the Beneficiary, irrevocably and unconditionally,
at the Beneficiary’s first request, the maximum sum of XXX (the “Maximum Guaranteed Amount”).


 






     


     


    

 


As a result of the autonomous nature of
its commitment, the Guarantor acknowledges that it may not raise any objection or exception whatsoever to oppose its payment under the
Guarantee, defer it or discuss the amount thereof.


 


The Guarantee constitutes an autonomous,
irrevocable and unconditional commitment of the Guarantor; therefore, the Guarantor shall remain bound regardless of any circumstance
that may affect the Principal’s commitment under the Lease. Thus, the Guarantor shall not be entitled to rely on any nullity, termination,
rescission, set-off or other exception affecting or resulting from the Lease or from any other legal relationship between the Principal
and the Beneficiary or any other third party. The Guarantor’s commitment is irrevocable and unconditional notwithstanding any challenge
by the Principal or any third party.


 


		2.	DURATION



 


The Guarantee shall remain in full
force and effect from the date of its execution and shall expire on XXX (the “Expiration Date”).


 


It is specified that any request received
by the Guarantor before the Expiration Date shall be satisfied in accordance with the terms of this Guarantee within the limit of the
Maximum Guaranteed Amount referred to in Article 1. Any request made after this date shall be null and void, it being understood that
a Notification sent before or at the latest on the Expiration Date, at midnight, Paris time, but which is received by the Guarantor after
this Expiration Date, shall be validly binding on the Guarantor, which shall be bound to honor its payment obligation, under the terms
and conditions of the Guarantee. Consequently, the return of this Guarantee shall not be necessary to establish its lapse after the Expiration
Date.


 


		3.	WARRANTY CALL



 


Amounts may be called under the Guarantee
in one or more instalments by means of a written request made by the Beneficiary to the Guarantor by registered letter with acknowledgement
of receipt specifying the amount of the sum to be paid by the Guarantor to the Beneficiary within the limit of the Maximum Guaranteed
Amount referred to in Article 1;


 


(a “Notification”).


 


Any Notification shall constitute in
this respect the only document necessary to obtain payment of the sums claimed without the Guarantor being able to contest its content.


 


Each Guarantee Call Notification shall
be validly addressed to the Guarantor at the following address (or any other address that may have been notified by the Guarantor to the
Beneficiary no later than fifteen (15) days prior to sending a Guarantee Call Notification):


 


APAC Financement des Entreprises IDF

 8 rue de Sofia


75018 PARIS


 


		4.	PAYMENT



 


Subject to compliance with the terms
of this Guarantee, the Guarantor undertakes to pay to the Beneficiary the amount indicated in the relevant Notification up to the Maximum
Guaranteed Amount, no later than three (3) days following the date of first presentation of this Notification to the Guarantor, in accordance
with the instructions contained therein.


 






    2


     


    

 


The Guarantor
irrevocably waives the right to (i) raise against the Beneficiary any objection, exception, protest, reservation or to rely on the
fulfilment of a condition or verification of any kind whatsoever prior to payment, provided that the Notification sent by the
Beneficiary complies with the provisions of Article 3, in particular in the event that the Principal contests by any means
whatsoever, in whole or in part, a payment requested by the Beneficiary, or if any of the obligations entered into by the Principal
are cancelled, terminated, lapsed or cannot be performed for any reason whatsoever, and (ii) defer the performance of its
undertaking for any reason whatsoever.


 


It is hereby specified that the Guarantor
shall not be the judge of the content of the Notification, the occurrence of circumstances justifying a Notification and the amount thereof
shall be established exclusively with respect to the Guarantor by the receipt of said Notification, the Guarantor’s commitment under the
terms of this Guarantee being autonomous and independent of the legal effects of the Lease, the Guarantor being bound to perform notwithstanding
any exceptions or disputes of any kind whatsoever, in particular those relating to the fundamental relationship or the relationship between
it and its Principal


 


Any amount not paid by the Guarantor
hereunder within such period shall automatically bear interest, from the date due until the date of actual payment, at the legal rate
of interest increased by five hundred bank basis points with a minimum of 10%.


 


The amount called under the Guarantee
shall be paid by the Guarantor by transfer to the bank account opened in the name of the Beneficiary, which must be mentioned in the Notification.


 


All costs related to the issuance and
execution of the Guarantee shall be borne exclusively by the Guarantor.


 


		5.	NON-WAIVER



 


The non-exercise or late exercise by
the Beneficiary of any right under the Guarantee shall not constitute a waiver of such right, nor a discharge by the Guarantor of its
obligations under the Guarantee.


 


Furthermore, the partial exercise of
a right shall not preclude the exercise in the future of the right that has not been fully exercised. The rights referred to in this section
do not preclude the exercise of any right that may arise from statutory provisions.


 


		6.	TRANSMISSION OF THE GUARANTEE



 


The Guarantor shall remain bound by
the terms of the Guarantee (i) notwithstanding any merger, demerger, transfer of all assets and liabilities, partial contribution of assets
or other reorganization of any kind whatsoever of the Beneficiary or the Instructing Party with another company, and (ii) notwithstanding
any change, in particular in the legal form or in the person of the Beneficiary or the Instructing Party, even if such transaction results
in the creation of a new entity.


 


The Guarantee shall
automatically benefit and be transferred to any new owner of the Leased Premises, provided that the Beneficiary notifies the
Guarantor of this transfer in advance by registered letter with acknowledgement of receipt, accompanied by proof of this change,
provided that the successor complies with the Guarantor’s counterparty identification procedures (KYC), to ensure compliance with
regulations relating to the fight against money laundering and the financing of terrorism and is not on the sanctions lists of
France, the European Union, the United States of America or the United Nations.


 






    3


     


    

 


The Guarantor shall remain bound by
the terms of the Guarantee even in the event of cessation of payments, receivership, amicable settlement, judicial liquidation, bankruptcy
or any similar situation of the Instructing Party or the Beneficiary as well as in the event of a change in its legal form.


 


The Guarantee shall be binding on the
Guarantor’s successors and assigns on a universal basis in any manner whatsoever, including as a result of a merger, spin-off or partial
contribution of assets.


 


		7.	MISCELLANEOUS



 


In the event that one of the provisions
of the Guarantee is invalid or impossible to perform, this circumstance shall not affect the validity of the other provisions. The Guarantor
and the Beneficiary shall then approach each other in order to negotiate in good faith the replacement of the invalid or impossible-to-perform
stipulation by a new stipulation whose purpose and effects shall be as close as possible to those of the stipulation replaced.


 


The Guarantor hereby agrees that the
application of the provisions of Article 1195 of the Civil Code to its obligations under the Guarantee is precluded and acknowledges that
it shall not be entitled to rely on the provisions of Article 1195 of the Civil Code.


 


		8.	APPLICABLE LAW - JURISDICTION



 


This Guarantee is governed by French
law. The Commercial Court of Paris shall have exclusive jurisdiction over any dispute to which this Guarantee may give rise.


 


Done in 

Paris, on [-],


In one (1) copy,


 





 





The 

Guarantor

 By: [  ]


Title : [  ]


 


 


 






    4